Private Company Top Vision Group B.V. (hereinafter: Top Vision) is registered with the Chamber of Commerce under number 34069241 and is located at Waarderweg 58 (2031 BP) in Haarlem.
Article 1 - Definitions
1. In these general terms and conditions the following terms are used in the following sense unless expressly stated otherwise:
2. Offer: Any written offer to Buyer to supply Products by Seller to which these terms and conditions are inseparable.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Buyer : The Company that enters into an Agreement (at a distance) with Seller.
5. Agreement: The (purchase) agreement (at a distance) for the sale and delivery of Products purchased by Buyer from Top Vision, and/or the performance of Work.
6. Products: The Products offered by Top Vision in its retail space and in the webshop on the website www.topvisioninstore.com are displays, presentations, interiors and furniture for optics.
7. Top Vision: The provider and seller of Products to Buyer, as well as the provider of the Work to Buyer.
8. Work: the Work offered by Top Vision is all Work to be performed outside employment for the purpose of creating and delivering a work of a material nature (installation/assembly of Products), and/or performing maintenance for a cash price to be paid by Buyer.
1. These general terms and conditions shall apply to any Offer by Top Vision and any Agreement between Top Vision and a Buyer and to any Product offered by Top Vision.
2. Before concluding an Agreement (at a distance), the Buyer shall be provided with these general terms and conditions. If this is not reasonably possible, Top Vision shall indicate to the Buyer in which way the Buyer can inspect the general terms and conditions, which are in any case published on Top Vision's website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
3. In exceptional situations these general terms and conditions may be deviated from if explicitly agreed upon in writing with Top Vision.
4. These general terms and conditions also apply to additional, amended, and follow-up agreements with Buyer. Any general and/or purchase conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or entirely void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions shall be assessed and explained according to the spirit of these general terms and conditions.
7. Where reference is made in these General Terms and Conditions to she/he/him, this shall also be construed as a reference to he/him/his, if and to the extent applicable.
1. All offers made by Top Vision from its sales room or in its web shop are without obligation unless expressly stated otherwise in writing. If the Offer is valid under limited or specific conditions, this shall be explicitly mentioned in the Offer. An Offer shall only exist if it is made in writing.
2. The Offer made by Top Vision is non-binding. Top Vision shall only be bound by the Offer if the acceptance thereof is confirmed in writing by Buyer within 30 days, or because Buyer has already paid the amount due. Nevertheless, Top Vision shall be entitled to refuse an Agreement with a potential Buyer for a reason justified to Top Vision.
3. The Offer contains an accurate description of the Product and/or Work offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Top Vision. Any illustrations and/or specific data (including but not limited to models shown and/or provided, examples of the documents as well as statements of colors, capacities, functionalities, dimensions and other descriptions in sketches, drawings, brochures, promotional material) in the Offer are only indicative and cannot be a ground for any compensation or dissolution of the Agreement. Minor deviations permissible in the industry are permissible and do not provide grounds for termination of the Agreement.Top Vision cannot guarantee that the colors in the illustration correspond exactly to the real colors of the Product.
4. Delivery times and deadlines stated in Top Vision's Offer are indicative and if exceeded shall not entitle Buyer to rescission or damages, unless explicitly agreed otherwise.
5. A composite quotation does not oblige Top Vision to deliver part of the items included in the offer or Proposal at part of the quoted price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders.
7. If the Offer is based on data provided by Buyer and these data prove to be incomplete and/or incorrect or these data are subsequently changed, Top Vision shall be entitled to adjust the rates, delivery periods and/or prices stated in the Offer. Buyer is obliged to accept the changed circumstances and to comply with the payment obligations set forth.
Article 4 - Establishment of the Agreement.
1. The Agreement is established at the moment when Buyer has accepted an Offer from Top Vision by paying for the Product in question, as well as by Buyer's acceptance of an Offer from Top Vision
2. An Offer can be made by Top Vision through the webshop on its website and in Top Vision's salesroom.
3. If Buyer has accepted the Offer by entering into an Agreement with Top Vision, Top Vision will confirm the Agreement with Buyer in writing, at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, Top Vision shall not be bound by it.
5. Top Vision is not bound by an Offer if Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. Buyer cannot derive any rights from this mistake or clerical error.
6. The right of withdrawal in distance sales is excluded for the Buyer being a Business therefore also with respect to custom Products.
7. Buyer is not authorized to partially cancel the installation. If performance of the Agreement has already begun and Buyer cancels the Agreement, Buyer shall owe the price applicable to the entire work.
8. If an already scheduled appointment is canceled by Buyer from 48 hours to the commencement date, Top Vision shall be entitled to charge Buyer for the time reserved for it on the basis of the established (hourly) rate, as well as costs already incurred for the execution of the Agreement.
9. Buyer shall himself be liable to third parties for the consequences of the cancellation and shall indemnify Top Vision for the resulting claims of these third parties.
Article 5 - Execution of the Agreement
1. Top Vision will execute the Agreement to the best of its knowledge and ability.
2. If and to the extent required for proper execution of the Agreement, Top Vision shall have the right to have certain work performed by third parties at its own discretion.
3. Buyer shall ensure that all data, which Top Vision indicates to be necessary or which Buyer should reasonably understand to be necessary for the execution of the Agreement, shall be provided in due time to Top Vision. If the data necessary for the execution of the Agreement have not been provided in due time to Top Vision, Top Vision shall be entitled to suspend the execution of the Agreement.
4. In the execution of the Agreement, Top Vision shall not be obliged or required to follow Buyer's instructions if this changes the content or scope of the Agreement. If the directions result in additional work for Top Vision, Buyer shall be obliged to pay the additional or supplementary costs accordingly.
5. Top Vision may require security from Buyer or full payment in advance before proceeding to execute the Agreement.
6. Top Vision shall not be liable for any damage, of whatever nature, resulting from the fact that Top Vision has relied on incorrect and/or incomplete data provided by the Buyer, unless such incorrectness or incompleteness was known to Top Vision.
7. Buyer shall indemnify Top Vision against any claims of third parties, which suffer damages in connection with the execution of the Agreement and which are attributable to Buyer.
1. If the commencement, progress or delivery or completion of the Agreement is delayed because, for instance, Buyer has not or not timely provided all requested information, insufficient cooperation, the payment or advance payment has not been received in time by Top Vision or any delay arises due to other circumstances beyond Top Vision's control, Top Vision shall be entitled to a reasonable extension of the delivery or completion period. All agreed delivery periods are never deadlines. Buyer shall give written notice of default to Top Vision and grant Top Vision a reasonable period for delivery. The resulting delay shall not entitle the Buyer to any damages.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If Buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, Top Vision shall be entitled to store the items at Buyer's expense and risk.
4. If the Products are delivered by Top Vision or an external carrier, Top Vision shall be entitled to charge delivery costs.
5. If Top Vision requires data from Buyer in the context of the execution of the Agreement, the delivery period shall only commence after Buyer has made all data necessary for the execution available to Top Vision.
6. Top Vision may apply a delivery period of 7 weeks unless otherwise agreed upon. If a delivery term has been stated by Top Vision, it shall be indicative. Longer delivery periods shall apply for delivery outside the Netherlands. If several Products are concerned, they shall be delivered to Buyer together in one delivery unless agreed otherwise. If the delivery is made in parts, Top Vision shall be entitled to invoice the thus delivered Products separately.
7. Deliveries shall be made only if all payments have been made unless expressly agreed otherwise. Top Vision reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and transportation
1. Top Vision undertakes to Buyer to properly package and secure the items to be delivered in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries shall be inclusive of sales tax (VAT), including packaging and packaging materials and mandatory disposal fee.
3. Acceptance of goods without any remarks on the waybill or receipt shall be deemed proof that the packaging was in good condition at the time of delivery.
4. Delivery of the product takes place on the first floor of the Buyer's address. Possible vertical transport is at the Buyer's expense and risk.
Article 8 - Examination, complaints
1. The Buyer shall be obliged to inspect the delivered Products or have them inspected at the time of delivery or handover, but in any event within 14 (calendar) days of receiving the delivered Products, and only to unpack or use the Products to the extent necessary to assess whether it retains the Product. In doing so, the Buyer shall examine whether the quality and quantity of the delivered Product corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
2. Any visible defects or shortages must be reported in writing to Top Vision after delivery at firstname.lastname@example.org. Buyer has a period of 14 days after delivery for this purpose. Non-visible deficiencies or shortages should be reported within 14 (calendar) days after discovery but at the latest within 6 months after delivery. In case of damage to the Product due to careless handling by Buyer, Buyer is liable for any decrease in value of the Product.
3. If a timely claim is filed pursuant to the previous paragraph, Buyer shall remain obliged to pay for the purchased items. If the Buyer wishes to return defective items, this shall only take place with the prior written consent of Top Vision in the manner indicated by Top Vision.
4. Return shipments must be made by Buyer under the following conditions:
- the Product shall be again equipped with protective and security materials;
- clean, and in the original packaging;
If purchaser does not, or does not properly fulfill these obligations in full, Top Vision shall be entitled to set off the costs of repair, cleaning against a credit (balance) of the purchase price to be credited to purchaser;
5. Top Vision is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
6. Refunds to Buyer will be processed as soon as possible but may take up to 14 days after receipt of Buyer's declaration of dissolution. Refunds will be made to the account number previously provided.
7. If Buyer exercises its right of complaint, Buyer being a Business shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
8. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Top Vision, Top Vision will, upon Buyer's request, either send the missing Product(s) or cancel the remaining order. The receipt of the Products shall be leading in this respect. Any damage suffered by Buyer as a result of the (deviating) scope of delivery cannot be recovered from Top Vision.
9. Claims in respect of customized Products, Products manufactured to the Buyer's specification, are excluded.
Article 9 - Installation and assembly work.
1. Top Vision shall make every effort to perform installation and assembly with the utmost care as may be required of a good contractor. All Work shall be performed on the basis of an obligation of effort unless a result has been explicitly agreed upon in writing and described in detail. In no event does Top Vision guarantee that the Work performed and/or the items supplied by it are suitable for the purpose intended by Buyer.
2. Top Vision does not make any (structural) adjustments to water, drainage, and electricity.
3. All instructions, directions, advice, and more shall be deemed to have been given under the express approval of Buyer if they are given by employees, subordinates, and/or third parties engaged by Buyer. Damage resulting from giving these instructions etc. unauthorized or outside the scope of the order shall be entirely at the Buyer's expense and risk.
4. Top Vision is entitled to engage third parties at its discretion for the execution of the Work.
5. The scope of performance of the Work extends to what has been explicitly agreed upon by the parties.
6. Buyer is obliged to ensure that:
- All information, data, and documents required for the execution of the Agreement, including store plan, space plan, drawings, overviews, models, connections, and more shall be made available to Top Vision on time and in the manner desired by Top Vision.
- Top Vision shall be informed prior to the commencement of the execution of Work of the location of cables, pipes, etc. already present at the location such as in walls and floors. If this is not provided on time or is provided incorrectly, and as a result of the ignorance or incorrectness of information damage occurs, Client shall be responsible and liable for the resulting costs.
- Top Vision is granted access to the location on the agreed date(s) and times, which location meets the applicable legal (safety) requirements and working conditions (whether or not in conformity with the collective labour agreement). Failing this, Top Vision shall be entitled to suspend its activities as long as these requirements have not been met, without being held liable for compensation of any (delay) damage.
- The third parties engaged by Buyer perform their work and/or deliveries in such a way that Top Vision does not experience any delay or obstacle in the execution of the Agreement and/or Work;
- Top Vision shall have adequate opportunity for supply, storage, and/or disposal of materials and/or tools in a timely manner;
- The location is in such condition that Top Vision can perform and/or continue its Work unhindered;
- Top Vision at the site has connection facilities for electricity. Buyer shall reimburse the cost thereof. Lost labor hours due to power outages shall also be borne by Buyer;
- The site shall have adequate facilities for the proper and complete collection of waste;
- The location shall (if possible) have a suitable area where Top Vision tools, machinery, materials, and more can be stored without damage or theft of these items. In case of theft, loss, or damage the costs thereof shall be borne by Buyer;
Other facilities reasonably required by Top Vision should be available at the location, without any (additional) costs being charged to Top Vision.
7. If Buyer fails to timely fulfill the obligations mentioned in this article, Top Vision shall be entitled to suspend the execution of the Agreement until Buyer has fulfilled his obligations. The costs related to the delay incurred and/or the costs for carrying out extra work or other consequences resulting from this shall be at the expense and risk of Buyer.
8. If Buyer fails to comply with its obligations and Top Vision fails to demand compliance from Buyer, this shall not affect Top Vision's right to demand compliance at a later date.
9. Upon cancellation by Buyer less than 48 hours before the scheduled appointment, Buyer shall owe the costs in respect of hired employees as well as reasonable compensation for Top Vision's lost hours.
Article 10 - Additional and less work and changes
1. If during the execution of the Agreement it appears that the Agreement should be amended and/or supplemented, or (at Buyer's request) further work is necessary to achieve Buyer's desired result, Buyer shall be obliged to compensate such further work according to the agreed (hourly) rate, and additional material costs. Top Vision shall not be obliged to comply with this request and may require Buyer to enter into an additional Agreement for this purpose.
2. If a fixed price has been agreed upon for the work, Top Vision shall inform Buyer of the additional costs and/or financial consequences of the additional work.
3. If and insofar as a fixed price has been agreed for the execution of certain activities, and the execution of those activities leads to additional activities which cannot reasonably be considered to be included in the fixed price, or the price needs to be increased as a result of incorrect data provided by Buyer which are important for the determination of the price (unless Top Vision should have discovered the incorrectness of the data prior to the determination of the price), Top Vision shall be entitled to charge these costs to Buyer after consultation with Buyer. If Buyer, or an authorized employee of Buyer, is not present at the location, Top Vision shall be entitled to either suspend its work, or to perform such work as is necessary in its professional opinion, which costs shall be at the expense and risk of Buyer.
4. In case of hidden defects, or at least unforeseen circumstances, Top Vision shall be entitled to charge additional costs for this if these circumstances lead to additional work.
5. Price changes as a result of changing the Agreement, or pursuant to laws and regulations must be reimbursed by Buyer.
Article 11 - Repairs and maintenance
1. If agreed upon, Top Vision shall perform maintenance and/or repair. The scope of the maintenance obligation shall extend to what has been explicitly agreed upon by the parties. Top Vision shall inform Buyer of all circumstances that may influence (the availability of) the maintenance.
2. Buyer shall be obliged to report any defects, errors or other shortcomings to Top Vision in writing, after which Top Vision shall, in accordance with its usual procedures, repair the defects and/or make improvements as soon as possible and to the best of its ability. If desirable, Top Vision shall be entitled to apply temporary solutions first, after which a structural solution can be devised and implemented in consultation with Buyer.
3. Buyer is obliged to cooperate with Top Vision upon first request.
Article 12 - Delivery of installation
1. If the commencement, progress or delivery of the work is delayed because, for example, Buyer has not or not timely provided all requested information, insufficient cooperation, the payment or advance payment has not been received in time by Top Vision or due to other circumstances, which are at the expense and risk of Buyer, Top Vision shall be entitled to a reasonable extension of the delivery period. All agreed delivery periods are never strict deadlines.
2. All damages and additional costs resulting from delay due to a cause mentioned in paragraph 1 shall be at Buyer's expense and risk and may be charged to Buyer by Top Vision.
3. Top Vision shall make every effort to realize the Work within the agreed period, insofar as this can reasonably be required of it.
4. Where reference is made to working days, it shall mean all (workable) calendar days excluding recognized national holidays and weekends.
5. Buyer has an independent responsibility for the management, use and maintenance of the items made and/or (delivered) by Top Vision.
6. If Top Vision has indicated that the work is ready to be delivered and Buyer does not inspect the work within a reasonable period of time and either accepts it, with or without reservation or puts it into use, processes it or has it processed, Buyer shall be deemed to have tacitly accepted the work. Minor defects which can be repaired during the maintenance period shall not be a reason for not accepting the work delivered if this does not prevent it from being put into use. After acceptance, the work is considered delivered.
7. After completion, the work shall be at Buyer's risk. It shall therefore remain liable for the price, regardless of any destruction or deterioration of the work due to a cause not attributable to Top Vision.
8. Top Vision shall not be liable for defects which Buyer should reasonably have discovered at the time of delivery, except for intentional or deliberate recklessness on the part of Top Vision.
1. During the validity period of the Offer, the prices of the Products or Work offered shall not be increased, except in the case of changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices as mentioned in the Offer are based on the cost factors applicable at the time of entering into the Agreement such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials for which there are price fluctuations in the financial market and over which Top Vision has no influence, Top Vision may offer these Products with variable prices. The Offer shall state that the prices are target prices and may fluctuate.
5. If Top Vision carries out (part of) the assignment on Buyer's premises, additional costs (travel, call-out, parking and accommodation costs) shall be charged unless otherwise agreed. For Work to be carried out urgently or outside office hours at the request of Buyer, a surcharge may also apply as agreed in the quotation and/or Agreement. If items have to be shipped, the Buyer must pay additional costs.
6. Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise. If the indicated price is a target price, this target price may be adjusted during the execution of the Agreement, unless Top Vision has warned Buyer as timely as possible of the likelihood of a further overrun and has given Buyer the opportunity to limit or simplify the work as yet. Top Vision shall, within reason, cooperate in the limitation or simplification. This shall also apply if the price depends on the estimated time for execution of work.
7. If, between the date of conclusion of the Agreement (or offer) and its execution, (cost) price increasing circumstances occur for Top Vision as a result of legislation and regulations, price changes of third parties or suppliers engaged by Top Vision or changes in the prices of the required semi-manufactured products, materials, parts or currency fluctuations, import and export duties (both domestic and foreign), shipping and/or delivery costs, wages, employer's expenses and/or (social) contributions, etc., Top Vision shall be entitled to increase the agreed price or fee accordingly and charge it to Buyer, Top Vision shall be entitled to increase the agreed price and/or fee accordingly and charge it to Buyer.
8. Buyer is obliged to pay the agreed down payment within the specified period before Top Vision begins the execution of the Agreement. In any case, Buyer shall be obliged to pay the costs for the purpose of the materials in advance if agreed upon.
9. If a dispute arises between the parties regarding the number of hours spent and/or charged, Top Vision's time records shall be binding, unless Buyer can prove otherwise with convincing evidence to the contrary.
10. If and to the extent that additional costs are incurred during the execution of the Agreement and/or there is increased risk (in Top Vision's judgment), Buyer shall pay an additional price for this.
Article 14 - Payment and collection policy.
1. Payments in respect of purchases made through the website via the webshop shall be made via Ideal, credit card or bank transfer as indicated in the webshop.
2. Payments in respect of purchases made in Top Vision's salesroom shall be made on the spot or in advance by bank transfer, unless otherwise expressly stated by Top Vision.
3. The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
4. If agreed upon, a Buyer who is a long-term customer may pay in arrears. Top Vision may perform a creditworthiness check for this purpose. The post-payment shall take place within 30 days with regard to products delivered in the Benelux. The payment term for deliveries outside the Benelux is 14 days.
5. If a periodic payment obligation of Buyer is agreed upon, Top Vision shall be entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
6. In case of liquidation, bankruptcy, attachment or suspension of payments of Buyer, Top Vision's claims against Buyer shall be immediately due and payable.
7. Top Vision shall be entitled to have the payments made by the Buyer go firstly to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. Top Vision may, without thereby being in default, refuse an offer of payment, if the Buyer indicates a different order of attribution. Top Vision may refuse full payment of the principal sum, if this payment does not include the interest still due, the current interest and the costs.
8. If Buyer fails to meet its payment obligation and has not fulfilled its obligation within the payment period set for it, Buyer shall be in default.
9. From the date that Buyer is in default, Top Vision shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on Compensation for Extrajudicial Collection Costs dated July 1, 2012.
10. If Top Vision has incurred more or higher costs that are reasonably necessary, these costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by Buyer.
Article 15 - Retention of title
1. All items delivered by Top Vision, shall remain the property of Top Vision until Buyer has fulfilled all the following obligations under all Agreements concluded with Top Vision.
2. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
3. If third parties seize the items delivered under retention of title or wish to establish or assert rights thereon, Buyer shall be obliged to notify Top Vision thereof as soon as can reasonably be expected.
4. In case Top Vision wishes to exercise its property rights as indicated in this article, Buyer hereby unconditionally and irrevocably consents and authorizes Top Vision or third parties to be designated by Top Vision, to enter all those places where the property of Top Vision is located and to repossess those items.
5. Top Vision shall have the right to retain the Product(s) purchased by Buyer if Buyer has not yet fulfilled (in full) his payment obligations, despite an obligation of Top Vision to assign or deliver. After Buyer has fulfilled his obligations, Top Vision will make every effort to deliver the purchased Products to Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products shall be at Buyer's expense and risk and shall be reimbursed to Top Vision by Buyer on demand.
1. Top Vision guarantees that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or reliability and the legal rules/regulations at the time of entering into the Agreement. However, this shall not apply if the items to be delivered are intended for use abroad and Buyer has explicitly notified Top Vision of this use in writing at the time of entering into the Agreement.
2. Any warranty shall be expressly agreed upon in writing. Product warranties never extend beyond what is provided by the manufacturer or beyond what is explicitly agreed upon. In case of conflict, the warranty as provided by the manufacturer shall prevail. The warranty period on products is 24 months and is the responsibility of the manufacturer/producer. Top Vision is only responsible for the disposition of the operation of the Product which buyer could reasonably expect to be present.
3. Top Vision shall perform the work in accordance with the standards applicable in the industry. If any guarantee is thereby given, it shall be limited to what has been explicitly agreed upon in writing and only insofar as the guarantee has been received from the suppliers. During the guarantee period Top Vision shall guarantee the sound and usual quality of the delivered items.
4. Buyer may only invoke the warranty given by Top Vision if Buyer has fully fulfilled his payment obligations.
5. Warranty voided:
(i) once the warranty period has expired or the warranty obligation expires.
(ii) as long as Buyer is in default to Top Vision;
(iii) if Buyer has performed repair and/or installation work itself, or has had it performed by third parties;
(iv) in case of exposure to abnormal conditions and use contrary to Top Vision's instructions for use, including placement of the Product
outdoors or in humid conditions.
(v) If Buyer has used Products other than those prescribed by Top Vision and/or manufacturer;
(vi) above-average wear at least wear due to exceptional use;
Article 17 - Suspension and dissolution
1. Top Vision is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
2. Furthermore, Top Vision shall be authorized to dissolve, without judicial intervention, the Agreement existing between it and Buyer, insofar as it has not yet been executed, if Buyer fails to comply, in a timely manner or properly, with the obligations arising for him from any Agreement entered into with Top Vision.
3. Furthermore, Top Vision shall be authorized to dissolve the Agreement (have the Agreement dissolved) without prior notice of default if circumstances arise of such a nature that fulfilment of the Agreement can no longer be required or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, Top Vision's claims against Buyer shall be immediately due and payable. If Top Vision suspends the fulfillment of the obligations, it shall retain its claims under the law and the Agreement.
5. Top Vision always retains the right to claim damages.
Article 18 - Limitation of liability with respect to product sales
1. If the execution of the Agreement by Top Vision leads to Top Vision's liability towards Buyer or third parties, such liability shall be limited to the costs charged by Top Vision in connection with the Agreement, unless the damage was incurred due to an intentional act or gross negligence. In any case, the liability of Top Vision shall be limited to the maximum amount of compensation paid by the insurance company per claim per year.
2. Top Vision expressly excludes all liability for consequential damages. Top Vision is not liable for indirect damage, business damage, loss of profits and/or losses suffered, missed savings, damage due to business stagnation, capital losses, delay damage, interest damage and immaterial damage.
3. Top Vision shall not be liable for and/or obliged to repair damage caused by the use of the Product. Top Vision provides strict maintenance and usage instructions which should be followed by Buyer. All damage to Products resulting from wearing and use is explicitly excluded from liability (including traces of use, user damage, fall damage, light and water damage, theft, loss, etc.).
4. Top Vision is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or inaccurate) information on the website(s) or from linked websites.
5. Top Vision shall not be responsible for errors and/or irregularities in the functionality of the Website and shall not be liable for failures or unavailability of the Website for any reason.
6. Top Vision does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of Top Vision, nor its timely receipt.
7. All claims of Buyer on account of shortcomings on the part of Top Vision shall expire if they have not been reported to Top Vision in writing, stating reasons, within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. In any case, all claims of Buyer shall expire one year after the termination of the Agreement.
Article 19 - Limitation of liability in respect of installation work
1. If the work shows defects after delivery for which Top Vision is (proved to be) liable, Top Vision shall be given the opportunity to remedy the defects within a reasonable period of time, without prejudice to the liability for damage resulting from the defective delivery, unless the costs of remedy would be disproportionate to Buyer's interest in remedy instead of compensation. Top Vision shall not be liable for consequential damage in any form whatsoever, also including trading losses, loss of profits and/or losses suffered, missed savings and damage due to business interruption.
2. In case of dimensional damage Top Vision is not liable for consequential damage including ordering wrong materials and/or errors in materials, taking (in)measurements.
3. If the (consequences of a) defective execution of the work are due to defects or unsuitability of items originating from Buyer, the consequences shall be borne by Buyer, unless Top Vision has violated its duty of warning or has otherwise failed in competence or care with respect to such defects. Similarly, Top Vision shall not be liable for early commissioning of any part or all of the Work by Buyer.
4. Buyer is liable for damage to the work resulting from work or deliveries carried out by it or on its behalf by third parties. Damage resulting from the use of materials prescribed by Buyer and/or execution of a design originating from Buyer shall also be entirely at Buyer's expense and risk.
5. Buyer shall further be liable for loss and/or theft of and/or damage to the items, tools, materials and more used and/or stored by Top Vision at Buyer's premises during the execution of the Agreement, which shall also include damage caused by imperfections, defects and more at the work site.
6. If, after the conclusion of the Contract, the site or work is found to be contaminated, such as e.g. asbestos, or contaminated materials emerge from the work, the Buyer shall be liable for the consequences arising therefrom for the performance of the work.
7. Top Vision is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website or those of linked websites.
8. Top Vision does not guarantee the correct and complete transmission of the content of and e-mail sent by or on behalf of Top Vision, nor its timely receipt.
9. All claims of Buyer on account of shortcomings on the part of Top Vision shall expire if they have not been reported to Top Vision in writing, stating reasons, within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. Top Vision's liability shall expire after one year after the termination of the agreement between the parties.
Article 20 - Disclaimer of accuracy of information
1. Buyer is solely responsible for the accuracy, reliability and completeness of all data, information, documents and/or records that it provides to Top Vision within the framework of an Agreement. Even if these data originate from third parties, Buyer is responsible for them. If Top Vision is aware, or should reasonably have been aware, of any inaccuracies in the assignment, including any errors or defects in the plans, drawings, calculations, specifications or execution instructions provided by Buyer, Top Vision shall be obliged to warn Buyer thereof.
2. Buyer shall indemnify Top Vision from any liability pursuant to the failure to fulfill or timely fulfill the obligations of the preceding paragraph.
3. Buyer indemnifies Top Vision against claims of third parties regarding intellectual property rights on the data and information provided by Buyer, which may be used in the execution of the Agreement.
4. Buyer shall also indemnify Top Vision against all damages, fines, (order under) penalty, claims and other governmental measures.
1. Top Vision shall not be liable if, as a result of a force majeure situation, it cannot fulfill its obligations under the Agreement, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance which is not due to its fault and which is not for its account by virtue of the law, legal act or generally accepted practice.
2. Force majeure shall in any case include, but shall not be limited to, what is understood in this respect by law and jurisprudence, (i) force majeure of Top Vision's suppliers, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by Buyer to Top Vision, (iii) defectiveness of items, equipment, software or materials of third parties, (iv) governmental measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, and (x) other situations which, in Top Vision's judgment, are beyond its control that temporarily or permanently prevent compliance with its obligations.
3. Top Vision shall be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after Top Vision should have fulfilled its commitment.
1. The risk of loss of or damage to the Products that are the subject of the sales contract shall pass to Buyer being a Company at the time the items leave Top Vision's warehouse.
2. With respect to installation/assembly of the Products, the above-mentioned risk shall pass at the moment when the work or Products are brought into Buyer's control after installation by Top Vision.
Article 23 - Intellectual Property Rights.
1. All intellectual property rights and copyrights of Top Vision shall belong exclusively to Top Vision and shall not be transferred to Buyer.
2. Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties all documents subject to the intellectual property rights and copyrights of Top Vision and/or the relevant manufacturer and/or (supplier) without the explicit prior written consent of Top Vision. If Buyer wishes to make changes to items delivered by Top Vision, Top Vision must explicitly approve the intended changes.
3. Buyer is prohibited from using the Products subject to Top Vision's intellectual property rights other than as agreed in the Agreement.
Article 24 - Privacy, data processing and security
1. Top Vision will treat (personal) data of Buyer and visitors of the website(s) with care. If requested, Top Vision will inform the person concerned.
2. If Top Vision is required to provide security of information pursuant to the Agreement, such security will comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.
1. If Buyer is not satisfied with Top Vision's Products and/or has complaints about the (execution of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but at the latest within 5 working days after the relevant occasion that led to the complaint. Complaints can be reported via email@example.com with the subject "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by Buyer in order for Top Vision to process the complaint.
3. Top Vision will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together. If the complaint is found to be justified, the same or similar product will be replaced free of charge in consultation with the Buyer.
1. Any Agreement between Top Vision and Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is explicitly excluded.
2. In case of interpretation of the contents and scope of these general terms and conditions, the Dutch text thereof shall always be decisive. Top Vision shall be entitled to unilaterally amend these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between Top Vision and Buyer shall be settled by the competent District Court of Noord-Holland, location Haarlem unless provisions of mandatory law lead to the competence of another court.