​General terms and conditions
General Terms and Conditions of VISION2WATCH B.V.
In Rijswijk, hereinafter referred to as VISION2WATCH, for agreements regarding sales, rentals, and facility assignments in the field of Audiovisual Techniques, as filed with the Chamber of Commerce in The Hague.
DEFINITIONS:
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VISION2WATCH: The private limited liability company VISION2WATCH, with its statutory seat in Rijswijk, and all its branches.
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Client: Unless expressly agreed otherwise, the client is the party listed as the addressee on a quotation, offer, and/or order confirmation, the one named as the contracting party in an agreement, or the party with whom VISION2WATCH enters into an agreement.
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Agreement: The agreement between VISION2WATCH and the Client.
I. GENERAL PART
Applicability
Unless expressly agreed otherwise in writing, these terms and conditions apply to all activities, quotations, offers, agreements (including but not limited to the supply of goods and the provision of services, including the rental and sale of equipment and the provision of personnel), and all other legal relationships between the parties. The applicability of purchasing or other conditions of the Client is hereby expressly rejected.
Offers
All offers, quotations, and other expressions from VISION2WATCH are without obligation, unless expressly indicated otherwise in writing by VISION2WATCH. VISION2WATCH is entitled, if no agreement is ultimately reached after the issuance of a quotation, to charge the Client for all costs incurred in connection with the aforementioned quotation.
VISION2WATCH can revoke an offer up to 10 working days after receipt of the acceptance. No liability of any kind is accepted for incorrect and/or incomplete information from third parties in, for example, brochures, product descriptions, manuals, etc., that VISION2WATCH passes on.
(Oral) agreements or contracts with subordinates only bind VISION2WATCH insofar as they are confirmed in writing by persons who can legally represent VISION2WATCH. VISION2WATCH does not provide any guarantee regarding the suitability of its products for the purposes specified by the Client. Nor is it liable in this regard, unless the aforementioned suitability has been expressly confirmed by VISION2WATCH in advance. The Client is obliged to investigate the suitability of the goods for their specific purposes themselves. Any liability for any damage that may arise from or as a result of the use of the goods is excluded.
Delivery/Performance Periods and Default
Deliveries are made entirely at the expense and risk of the Client, unless agreed otherwise in writing.
All delivery periods mentioned or agreed upon by VISION2WATCH are determined to the best of knowledge and ability based on the information known to VISION2WATCH at the time of entering into the Agreement. VISION2WATCH makes reasonable efforts to ensure that the goods and services to be delivered by it are delivered at the agreed time.
The mere exceeding of an agreed delivery period does not constitute default on the part of VISION2WATCH. VISION2WATCH only accepts written notices of default in the event of exceeding the set deadline, whereby VISION2WATCH is given a further, reasonable period for performance, taking all circumstances into account. If an advance payment or a deposit has been agreed, a period for delivery or performance does not begin until the payment has been received.
VISION2WATCH is at all times entitled to outsource the execution of the Agreement in whole or in part to third parties, or to be assisted by third parties in the execution of the Agreement.
Prices and Payment
If the Client agrees with the quotation drawn up by VISION2WATCH, the Client is obliged to comply with the previously stipulated down payment. The down payment for Clients within the Netherlands is, unless otherwise agreed in writing, fixed at 60% of the total quotation amount including VAT; for Clients outside the Netherlands, a down payment of 100% of the total invoice amount applies. Even if payment has been agreed afterwards, VISION2WATCH has the right, if it deems there are grounds to secure payment, to demand full or partial prepayment and to suspend the fulfillment of its obligations until full payment has been obtained.
Payment of the purchase, rental, or facility assignment price is made, unless agreed otherwise in writing, no later than 30 days after the invoice date. Even if payment has been agreed afterwards, VISION2WATCH has the right, if it deems there are grounds to secure payment, to demand full or partial prepayment and to suspend the fulfillment of its obligations until full payment has been obtained.
In the event of late payment, statutory interest is due on the unpaid amount from the time the sum of money is due, without notice of default, or, if higher, an interest of 1% per month, whereby part of a month counts as a full month. The collection costs will also be recovered from the Client.
VISION2WATCH will start with project-related activities after receipt of the down payment. VISION2WATCH cannot be held liable for delays or other problems arising from late payment or failure to pay the down payment. VISION2WATCH reserves the right to move delivery dates as a result of late or complete failure to pay the down payment.
If payment in installments is agreed, the Client will receive a payment schedule from VISION2WATCH. For each payment due, the Client will receive a separate invoice, the payment of which must be made within 14 days of the invoice date, unless agreed otherwise in writing. Invoices relating to partial deliveries must be paid within the applicable payment term.
An increase in the price-determining costs between the conclusion and completion of the performance of the agreement can be passed on to the Client. Payment of the purchase, rental, or facility assignment price is made at the place and no later than the time agreed.
Settlement with a counterclaim is only permitted insofar as the counterclaim has been recognized by VISION2WATCH or has been irrevocably established in law.
Termination of the Agreement
In the event that the Client fails to fulfill one of its obligations under the Agreement, or fails to do so on time or properly, as well as in the event of bankruptcy, suspension of payment, application for this, cessation or liquidation of the Client's business, or in the event of takeover by third parties, the Client is deemed to be in default by operation of law, without any notice of default being required.
VISION2WATCH is then entitled to dissolve the Agreements existing between it and the Client, insofar as these have not yet been executed, without judicial intervention, or to suspend their execution, as well as to demand immediate payment from the Client for the work already performed or goods delivered, as well as compensation for damage, costs, and interest, including the lost profit of VISION2WATCH. This provision applies without prejudice to the right of VISION2WATCH to enforce its retention of title.
The Client irrevocably authorizes VISION2WATCH to enter all premises where any goods belonging to it are located in order to regain possession of them.
Complaints
Any complaints regarding goods delivered by VISION2WATCH, work performed, and/or invoice amounts drawn up must be submitted to VISION2WATCH by registered letter within 10 working days after delivery of the goods, completion of the work, and/or dispatch of the invoice, stating the relevant facts and circumstances, failing which the Client will not be able to assert any rights in this regard.
A failure to fulfill an obligation is not attributable if that failure is the result of or related to a circumstance beyond the control of a party, whether or not foreseeable. This includes, in any case, a state of war, riot, sabotage, natural disaster, poor weather conditions, fire, lightning strike, explosion, leakage of hazardous substances and/or gases, strike, occupation, blockade, boycott, failure of supplier and/or carrier, government measure including foreign (e.g., prohibition of import, export, production, delivery).
(Extra) Judicial Costs
The costs that are associated with VISION2WATCH's extrajudicial and/or judicial action due to the failure to fulfill one or more obligations towards VISION2WATCH must be fully reimbursed by the Client.
Scope of Liability for Damage
The liability for damage of any kind and for any reason amounts to no more than €15,000 per agreement or set of agreements, in the performance of which VISION2WATCH is attributablely failing, in the case of sale, rental, and facility assignment. If the limitation of liability is deemed unreasonably onerous or unacceptable in a given case, a limitation applies that, taking all circumstances of the case into account, is still acceptable.
Damage that is not reported to VISION2WATCH within 10 days of discovery or is suffered 1 year after the execution of the relevant agreement is no longer eligible for compensation.
Use
The Client is not permitted to use the delivered goods for a purpose or in a place other than the agreed destination and place, to rent them to third parties or to give them into use free of charge other than in the normal course of the Client's business, to copy, pledge, or otherwise encumber or alienate them.
The Client is not entitled to transfer its rights or obligations arising from the contract to third parties.
The Client must use the delivered goods carefully and according to VISION2WATCH's instructions.
Intellectual Property Rights
VISION2WATCH retains all intellectual property rights with regard to all audiovisual works, models, drawings, sketches, software, products, designs, visual material, and other results of the Agreement on which intellectual property rights rest or may rest. Provided that the Client has fully complied with all its obligations under the Agreement, the Client only acquires the non-exclusive right to publish and reproduce the audiovisual work if and in accordance with what is stipulated in the Agreement.
VISION2WATCH will grant the Client a non-exclusive and non-transferable right of use with
SPECIAL SECTION
In addition to or, in case of conflict, deviating from the above terms, the following conditions apply in the case of:
A. SALES
Delivery, Acceptance, Inspection, and Remedy of Defects
VISION2WATCH is entitled to deliver in installments. The Client is obliged to accept the purchased goods. The purchased goods must be thoroughly inspected by the Client upon or immediately after delivery, or if installation by VISION2WATCH has been agreed upon, after notification from VISION2WATCH that the installation work has been completed. Defects that could have been discovered through a thorough inspection but were not reported to VISION2WATCH within 10 calendar days after delivery or notification of the completion of the installation work cannot be claimed later. Any defects that are timely reported and attributable to VISION2WATCH will be remedied free of charge by VISION2WATCH, at its discretion, either through repair or replacement. A defect that becomes apparent within six months after the aforementioned 10-day period and that could not have been discovered during the initial inspection will also be remedied free of charge. VISION2WATCH may require that items be sent back for repair.
Unless otherwise agreed in writing, VISION2WATCH only provides the same warranty as the manufacturer, and only to the extent that the manufacturer voluntarily reimburses VISION2WATCH for what it claims under the manufacturer’s warranty terms. VISION2WATCH has the right to transfer any damage claim against the manufacturer to the Client, who is then required to cooperate with such a transfer.
Any warranty issued by VISION2WATCH excludes defects or damage due to normal wear and tear, improper use, use for which the goods are not suitable, use outside the Client’s normal business purposes and conditions, operational errors, or interventions by third parties performed without VISION2WATCH’s explicit consent. The warranty also lapses if third parties supply items or carry out repairs without VISION2WATCH’s knowledge in connection with a (renewed) delivery by VISION2WATCH, as well as with repair and/or improvement work performed by VISION2WATCH for which a warranty claim is made.
In the event of a breach attributable to VISION2WATCH in the performance of the Agreement, VISION2WATCH is liable for repair, replacement of delivered goods or services, or compensation for the unfulfilled performance, up to a maximum of the agreed amount for the execution of the Agreement.
Transfer of Risk and Ownership
The risk for purchased goods transfers permanently to the Client upon arrival at the place of delivery or, if delivery is delayed or prevented due to circumstances attributable to the Client, at the originally agreed delivery time. The ownership of all delivered goods remains with VISION2WATCH until the Client has fully met all payment obligations arising from or related to agreements concerning the delivery of goods or the provision of services. In the event of late payment by the Client, VISION2WATCH has the right to repossess the goods still under its ownership, regardless of their location.
B. RENTAL AND PROVISION
General
The rental of equipment and goods (the "rented items") is agreed upon for a specified rental period in full days.
Delivery and Damage
The delivery and return of the rented items are entirely at the Client’s expense and risk unless otherwise agreed in writing.
The Client must inspect the rented items upon receipt and verify that they meet all contractual requirements. Complaints regarding the rented items related to defects, omissions, or shortages that could be reasonably detected during inspection upon delivery must be submitted in writing and received by VISION2WATCH within 24 hours of delivery. Defects identified during the inspection, reported on time, and attributable to VISION2WATCH will be remedied free of charge. If VISION2WATCH does not receive a complaint within this period as described above, the rented items will be considered accepted in good condition, and the Client may not claim compensation or replacement.
If the Client foresees exceeding the agreed rental term, they must notify VISION2WATCH immediately.
The Client is required to immediately report any damage and/or modifications to the rented items in writing to VISION2WATCH. The Client is strictly prohibited from making any modifications and/or repairs to the rented items.
The Client is liable for all damage to the rented items incurred during use or after the rental period if the damage was caused by modifications or repairs carried out by the Client or by other persons enabled by the Client to perform such modifications or repairs.
In case of loss, theft, or irreparable damage to the rented items, the Client must reimburse VISION2WATCH for the purchase cost of replacement equipment (based on new, equivalent equipment) as well as the costs of replacement. If the rented items are not irreparably damaged, the Client must cover the repair costs at the prevailing market rates.
VISION2WATCH is entitled at any time to inspect and maintain the rented items. The Client is obliged to allow VISION2WATCH access during office hours or, if agreed, outside office hours.
At the end of the rental agreement, the Client must return the rented items in the same condition on the agreed return date and time by delivering them to the VISION2WATCH warehouse. If VISION2WATCH handles transportation, the rented items must be made available in the same condition on the agreed pickup date and time. For each day that the rented items are returned late, a penalty of 100% of the applicable daily rental rate at VISION2WATCH will be incurred, unless otherwise agreed or explicitly arranged in writing with VISION2WATCH.
VISION2WATCH has the right to check the operating hours of a projector after use and, if necessary, invoice any discrepancies between agreed and actual operating hours.
Care and Insurance of the Rented Items
The Client must exercise all due care and caution regarding the rented items and strictly adhere to all instructions and guidelines provided by VISION2WATCH. If the rented items require maintenance during the rental period, this will be carried out by VISION2WATCH but at the Client's expense. The Client is not permitted to allow third parties to use the rented items. Loss, damage, or seizure of the rented items must be reported to VISION2WATCH immediately.
From the moment the rented items arrive at the delivery location until their actual return to VISION2WATCH, the Client bears the risk of loss (including destruction and theft) and damage to the rented items unless due to a defect attributable to VISION2WATCH. The Client must ensure that the rented items are fully insured from the time of arrival at the delivery location until the time of return against loss and damage due to theft, fire, lightning, explosion, hazardous substance leakage, and water damage. Upon request, the Client must provide VISION2WATCH with access to the relevant insurance policy. Claims against the insurer related to the rented items must be assigned to VISION2WATCH upon request. VISION2WATCH is irrevocably authorized to effect this transfer on behalf of the Client.
Duration and (Early) Termination
If the rental agreement is entered into for a fixed term, it ends upon the expiration of that term. If entered into for an indefinite period, it may be terminated in writing with two calendar weeks' notice. If VISION2WATCH has reasonable doubts about the Client’s ability to continue fulfilling its obligations—particularly in cases where the Client ceases business activities in whole or in part, applies for a moratorium on payments, or is subject to a bankruptcy petition—VISION2WATCH may terminate the rental agreement immediately. If the Client fails to fulfill any obligation under the rental agreement, VISION2WATCH may terminate the agreement in whole or in part with immediate effect by written notice. In case of non-payment of the rental fee, termination must be preceded by a payment reminder, unless there is a repeated failure to pay on time.
Cancellation
The Client may cancel the rental agreement, in whole or in part, up to 48 hours before the agreed rental start date. If cancellation occurs after this deadline, the Client remains fully liable for the agreed rental fee and must pay the entire amount for the canceled portion in one payment.