General terms and conditions
For the delivery of goods.
Article 1 Applicability of these terms and conditions
- These terms and conditions apply to all estimates, quotations, order confirmations and agreements, with regard to the delivery of goods and services, here inafter referred to as “products”, by HOLOCONNECTS in Culemborg under Chamber of Commerce no.: 78123569, its to be named “Provider”, to the other party, its in hereinafter referred to “Customer”, its after jointly referred to as; “parties”.
- Terms and conditions in deviation from this only apply insofar as the Provider has expressly accepted them in writing and only apply to the relevant agreement(s).
- If one or more provisions in these General Terms and Conditions are declared null and void or are declared null and void, the other provisions of these General Terms and Conditions remain fully applicable. The Provider and the Customer will then enter into consultation to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the object and purport of the original provisions.
- The Provider reserves the right to change or supplement these general terms and conditions. Changes and additions will be communicated to the Customer in writing.
- These General Terms and Conditions also apply to all agreements with HOLOCONNECTS for the execution of which a third party must be involved.
Article 2 Offer, quotations and (fulfilment of) agreements
- All offers from the Provider are always without obligation, both wit regard to prices, content and execution and with regard to delivery times and availability, unless explicitly stated otherwise or a period for acceptance is stated herein.
- The content of all price lists, brochures and other details provided with an offer will be as accurate as possible. The relevant data are only binding on the Provider if the Provider has expressly confirmed this in writing.
- If a sample or model has been shown or delivered to the Customer, it is deemed to have been delivered solely as an indication and the goods do not have to comply with it, unless it has been expressly agreed that the goods are in conformity with the customer.
- Delivery times in quotations from the Provider are indicative and do not entitle the Customer to dissolution or compensation, unless expressly agreed otherwise.
- Prices in the aforementioned quotations and quotations are exclusive of VAT and other government taxes, shipping costs and any packaging and transport costs, unless explicitly stated otherwise.
- If reference is made to a quotation at 1. above, the Provider has the right to revoke the offer within two working days of receipt of the acceptance.
- The Provider is not obliged to deliver at the price stated in the quotation if this price is based on a printing or writing error.
- If the acceptance (on minor points) deviates from the offer included in the offer, the provider is not bound by it. The Agreement is then not concluded on the basis of this partial acceptance, unless otherwise indicated by the Provider.
- A composite quotation does not oblige the supplier to deliver part of the goods included in the quotation or quotation at a proportionate part of the specified price.
- Quotations and quotations do not automatically apply to repeat orders.
- An Agreement, including changes and additions, is only concluded if the provider has confirmed an order in writing or has actually executed it.
- The Provider may at any time, without giving reasons, terminate a continuing performance agreement concluded with the Customer in writing, with due observance of a notice period of one month, unless the parties have expressly agreed otherwise.
- Insofar as this is required for the proper execution of the Agreement, the Provider has the right to have certain activities carried out by a third party.
- The Customer shall ensure that all information that the Provider indicates is necessary, or of which the Customer should reasonably understand that it is necessary for the performance of the Contract, is provided to the Provider in a timely manner. If information necessary for the execution of the Agreement is not provided to the Provider in a timely manner, the Provider has the right to suspend the execution of the Agreement and/or to charge the customer for the additional costs resulting from the delay at the usual rates.
- The Provider shall not be liable for any loss or damage of any kind resulting from the Fact that the Provider has used incorrect and/or incomplete information provided by the Customer.
- If it has been agreed that the Agreement will be executed in phases, the Provider may suspend the performance of matters in a subsequent phase until the Client has approved the results of the previous phase in writing.
- The Provider may pass on price increases, including if important price changes occur between the time of quotation and compliance with the Agreement with regard to, for example, exchange rates, wages, raw materials, semi-finished products and/or packaging material.
- If during the execution of the Agreement it appears that it is necessary for proper performance to change and/or supplement the work and price to be carried out (quotations, quotations), the parties will change and/or supplement the Agreement in a timely manner and in mutual consultation.
- Changes to the order by the customer, including but not limited to adjustments in drawings, designs and setups, which lead to additional costs on the part of the Provider, such as additional work and extra costs for required materials and products, will continue to be borne by the customer and at all times. The Provider is entitled to charge these additional costs to the Customer without the express prior consent of the Customer being required. Failure to execute an amended/amended and/or supplemented agreement or assignment within the agreed period will never constitute a Provider’s default and neither a right for the customer to dissolve or dissolve the agreement, nor to claim compensation.
- The Provider is entitled to reject any request for (interim) change to the assignment or agreement, without this leading to default on the part of the Provider or to the right of the Customer to dissolve the agreement or to claim compensation from the Provider.
- Increases in the cost prices of products or parts thereof, which Holoconnects could not have foreseen at the time of making the offer or concluding the agreement, may give rise to price increases.
- If the target price is more than 20% higher, Holoconnects must inform the customer in good time why a higher price is justified. If the target price is more than 20% higher, the customer has the right to cancel the part of the contract which exceeds the target price plus 20%.
Article 3 Payment terms and other conditions
- Holoconnects reserves the right to make a delivery subject to immediate payment or a guarantee for the total amount of the services or products.
- Unless otherwise stated on the invoice, payment must be made within 14 days of the invoice date in the manner indicated by Holoconnects and in the currency of the invoice. This period should be considered a strict period.
- Holoconnects can make a down payment of up to 50% of the agreed amount when entering into the agreement. After receiving the deposit, the Holobox is produced. After receipt of the deposit, a delivery time of 6 weeks applies.
- For Delivery of the Holobox, 90% of the agreement must be paid in advance.
- The customer must make other 10% payments afterwards within 14 days after delivery of the product.
- Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount no later than the last day of the payment term, he is legally in default and in default, without Holoconnects having to send the customer a reminder or notice of default.
- If the Customer does not pay within the term, the Customer is automatically in default and the Customer owes interest of 2% per month or part of a month on the balance due from the last day on which payment should have been made until the day of full payment of the invoiced amount.
- If the customer is in default with the fulfilment of his payment obligation, he is also entitled to charge extrajudicial collection costs to the customer for an amount of 15% ex VAT of the outstanding invoice amount, with a minimum of € 250.00 ex VAT.
- Holoconnects has the right to first set off payments made by the Customer against collection costs, expenses, then with interest due and finally with due and payable invoices that have been outstanding for the longest time. Holoconnects may refuse an offer for payment, without being in default, if the Customer designates a different order for the allocation of payments. All this does not affect the right of Holoconnects to indicate a payment differently.
- In the event of liquidation, involuntary liquidation, seizure or an enforceable title on the Customer, the claims of Holoconnects against the Customer immediately due and payable. If the customer has not paid all payments, the economic property of Holoconnects remains the property and the products are immediately due and payable by Holoconnects.
- The Customer is never permitted to deduct or level or suspend his obligations.
- The Holoconnects has the possibility to charge a surcharge of 2% for late timely payment. This surcharge is not due if payment is made within 7 days of the invoice date.
- The Customer is never permitted to suspend or suspend his payment obligation. Any claim relating to the amount of an invoice also does not suspend the Customer’s payment obligation.
Article 4 Delivery and purchase
- Delivery takes place 6 weeks after receipt of the deposit of 50%.
- Delivery takes place at Holoconnects, unless the parties have agreed otherwise.
- Delivery of products ordered online takes place on the by the customer address indicated.
- If the agreed amounts are not paid or are not paid on time, Holoconnects has the right to suspend its obligations until the agreed part has been paid.
- In the event of late payment, there is a default on the part of a creditor, with the result that the customer cannot invoke a late delivery to Holoconnects.
- Unless otherwise stipulated in the quotation or the agreement, delivery takes place by making the products available to the Customer, or to the person who is deemed to represent the Customer. The time at which the ordered products are received is considered the time of delivery.
- The Customer is obliged to cooperate with the delivery, as well as until receipt of the delivery. The purchase is deemed to have been refused if the ordered products are offered for delivery, but delivery – for whatever reason – proves impossible. In that case, the day on which the purchase was refused is considered the date of delivery.
- In the event that the purchase is refused as referred to in 2. the Customer is in default by operation of law, without further notice of default from the Provider being required. In that case, the Provider is free to decide to dissolve the agreement or to demand compliance with it by the Customer.
- In the event that the Customer refuses to purchase the delivered items, the Provider reserves the right to charge the Customer for all costs related thereto, such as the costs of storage and transport.
- From the moment of delivery, which includes the time referred to under 2. the delivery is at the expense and risk (including loss, damage, theft) of the Customer.
- All delivery times stated by the Provider are only indicative. Exceeding any delivery period does not entitle the Customer to compensation or to total or partial cancellation of the order or to total or partial dissolution of the agreement. If the delivery period is exceeded by more than 2 months, except for force majeure, the Customer is only entitled to partially dissolve the agreement for the part not delivered and without the right to any form of Compensation.
- Unless otherwise agreed, the delivery of goods takes place carriage paid, on the understanding that that Provider has the right to charge the costs of transport and insurance to the Customer. These costs can then be invoiced separately.
- The Provider has the right to deliver the goods in instalments, unless this right is contractually waived, or the partial delivery has no value of its own. The Provider has the right to invoice such partial deliveries separately. If it is suspected that the Customer will not be able to meet its payment obligations, the Provider reserves the right to deliver the products cash on delivery, or to postpone the delivery of the products until the Customer has provided sufficient security for payment in another way.
Article 5 Cancellation
- There is no right of withdrawal / cancellation for our product. The Holoconnectsbox is custom-made. If you still want to cancel, you can do so in consultation with Holoconnects, but you are obliged to pay 50% of the invoice.
Article 6 Retention of title
- The Provider reserves the ownership of all goods delivered or to be delivered to the Customer as long as the Client has not paid the debts arising from the relevant and/or similar agreements, including claims relating to interest and costs.
- The Customer does not have the right to pledge or otherwise encumber goods subject to retention of title.
- If a third party seizes goods delivered under retention of title, or wishes to establish or enforce rights thereon, the client will inform the provider of this as soon as reasonably foreseeable.
- The Customer undertakes to insure the goods delivered under retention of title and to keep them insured against damage, fire, explosion and water damage and against theft and must submit the insurance policy to the Provider on demand.
- Goods delivered by the provider are subject to retention of title under paragraph 1. the above may only be sold by the customer in the context of normal business operations and may under no circumstances be used as a means of payment.
- In the event that the Provider wishes to exercise its title as referred to in this Article, the Customer hereby gives unconditional and irrevocable permission to the Provider, or a third party designated by him, to enter any place where the Provider’s property is located and to retrieve the said goods.
- If the Customer fails to comply with articles 2., 3., 4., 5., and 6., he will owe an immediately due and payable penalty equal to the value of the products in question.
Article 7 Complaints
- The Customer shall examine the goods or have them examined at the time of delivery. The Customer is obliged to check whether the quality and quantity of the goods are in accordance with what has been agreed, or at least meet the standards of normal trade.
- The Customer shall have all visible defects or damage noted on the packing slip or the consignment note, or have the carrier draw up an official report thereof, failing which his rights of complaint have been lost/lapsed.
- The Customer must submit complaints with regard to transport damage, short deliveries and all other visible defects to the Provider within 24 hours after issue or delivery, under penalty of forfeiture/loss of all claims/ rights to repair, replacement or compensation.
- Complaints with regard to invisible defects must be submitted in writing to the Provider within 24 hours after he has discovered or could reasonably have discovered the defect, under penalty of forfeiture of all possible claims for repair, replacement or compensation.
- A claim by the Customer that the goods do not comply with the Contract cannot be submitted against the Provider, unless this is reported to the Provider within 48 hours of delivery. Such notice will be made by the Customer in writing, or confirmed in writing with the appropriate shipment. The above-mentioned period of 48 hours is extended to 72 hours if the goods are delivered to a third party.
- The burden of proof that the goods do not comply with the Agreement lies with the Customer.
- If the Customer notifies the Provider of complaints relating to the goods, the Customer shall allow the Provider to inspect and examine the goods with appropriate dispatch. The Provider will carry out any further investigation in the least inconvenient manner, which the Customer will allow the Provider to do, if necessary by handing over the goods. All reasonable actual costs incurred in the context of the required investigation shall be borne by the customer if the complaints prove to be unfounded.
- If a claim is not submitted in a timely manner on the basis of this clause, the customer’s obligation to receive and pay for the purchased goods remains.
- The Provider does not accept returns unless they are sent in connection with a complaint, after the Provider has given its written consent. In that case, the freight costs will be borne by the Customer.
- The Customer does not have the right to complain with regard to goods and services that have been processed, processed, modified or resold by the Customer and/or, on behalf of the Customer, have been repaired without the prior consent of the Provider.
- If a complaint regarding goods or services delivered by the Provider is well-founded, the Provider is obliged to repair, replace or credit the defective goods and/or services exclusively at the discretion of the Provider, without any right for the Customer to any (damage) compensation.
- The Provider is only obliged to take note of the submitted complaints if the Customer has fulfilled all its obligations at the time of submitting the complaint.
- A complaint does not suspend the Customer’s payment obligation, nor does it lead to any right to set-off or compensation, nor to the Customer’s right to dissolve the agreement.
Article 8 Warranty
- The warranty on the products delivered by the Provider is at all times limited to the warranty provided by the manufacturer and/or supplier of the goods/services.
- If the Provider is the producer or service provider, a warranty period of six months after delivery applies. In consultation, longer garnish is possible.
- Under no circumstances will a guarantee be given with regard to defects that are wholly or partly the result of regulations that the government may impose with regard to the nature and quality of the materials used after entering into the agreement.
- Defects that are the result of normal wear and tear, incorrect handling or transporting / moving the Holobox without flight case, delivered by holoconnects or transport without consultation or incorrect maintenance, or that arise after modification or repairs carried out by the Customer or third parties (engaged by it) are not covered by the warranty.
- Excluded from warranty,
- You are responsible and liable for any damage to the Holobox or other HOLOCONNECTS product caused by you and/or others. In the event of an attempt to repair the Holobox, it creates a risk of injury and property damage that we do not allow. IN ADDITION, ANY REPAIR OR ATTEMPTED REPAIR BY ANYONE OTHER THAN A CERTIFIED HOLOCONNECTS TECHNICIAN VOIDS THE LIMITED WARRANTY.
Disclaimer of Warranty
For the avoidance of doubt: Holoconnects does not provide any guarantee for the following products under the following circumstances:
- Products that have not been purchased by the Customer from an authorized Partner or from Holoconnects;
- Products that have been modified or used as parts of other products, whether or not from Holoconnects;
- Products, parts or connectors that have been modified;
- Products for which the serial number has been removed, or is damaged, or is unreadable;
- Products that have been used other than according to the instructions for use for the Product;
- Products, including the LCD screen, that have been damaged intentionally or unintentionally in any way whatsoever, including, but not limited to, damage, defects or loss due to fire, natural disasters, acts of war, violence or riots, movement of the equipment, loss, defects or damage to Products during the transport of all Holoconnects products , misuse or misuse of Products, loss, defects or damage to Products caused in whole or in part by power failures or voltage fluctuations in power sources, loss, defects or damage to Products caused in whole or in part by extreme environmental conditions (including extreme temperatures, dust or humidity), extreme physical or electrical voltage or malfunction;
- Products that have been damaged intentionally or unintentionally in any way, including damage, defects or loss as a result of an installation or repair that does not meet the standards by an installer who does not work at Holoconnects, including an Approved Holoconnects Installer. Defects or modification of Holoconnects products without approval voids the warranty;
- Products that have been damaged in any way whatsoever intentionally or unintentionally, including, but not exclusively, by a cleaning method that does not correspond to the cleaning and maintenance instructions provided by Holoconnects that can be consulted on request, or the use of unsuitable cleaning materials, solvents or abrasives;
- Products that have been damaged in any way whatsoever intentionally or unintentionally, including, but not exclusively, by a cleaning method that does not correspond to the cleaning and maintenance instructions provided by Holoconnects that can be consulted on request, or the use of unsuitable cleaning materials, solvents or abrasives;
- Consumables including, but not limited to, batteries, fuses, connectors, edges, buttons, cords, power supplies and nibs;
- Products that are damaged as a result of use in combination with products or applications not supplied by Holoconnects such as laptops and computers. Installation exclusions as described in Section VII;
- Holoconnects shall not be liable in cases where a Partner has incorrectly presented the terms or service levels of the warranties provided by Digizoo for its Products. The Customer is responsible for his understanding of the terms and conditions applicable to all and any Warranty Extensions prior to purchasing them;
- incorrectly presented the terms or service levels of the warranties provided by Digizoo for its Products. The Customer is responsible for his understanding of the terms and conditions applicable to all and any Warranty Extensions prior to purchasing them.
Article 9 Liability
- With regard to the products and services delivered by the Provider, its liability towards the Customer for defects is limited to what is contained in Article 8 of this agreement.
- If the Provider is liable for direct damage, this liability is at all times limited to the selling price of the products in question and delivered by it.
- The Contractor is never liable for indirect damage with regard to the products and services delivered by it, including consequential damage, loss of profit, missed savings, damage due to business stagnation and claims from third parties.
- In all other cases, the Provider’s liability is limited to the amount that is eligible for payment under its insurance in the relevant case.
- In all other cases, the Provider’s liability is limited to the amount that is eligible for payment under its insurance in the relevant case.
Article 10 Insurance
- The customer undertakes to adequately insure the following items and to be insured against, among other things, fire, explosion and water damage as well as theft: delivered goods that are necessary for the execution of the underlying agreement are holoconnects who are present at the customer’s premises, zkenthat have been delivered under retention of title.
- At Holoconnects’ first request, the customer provides the policy of these insurances for inspection.
Article 11 Indemnification
- The Customer indemnifies the Provider against all claims from third parties in the event that the Provider, in the context of carrying out its work on behalf of the Customer, with materials and information provided by The Customer, infringes (intellectual property) rights of third parties.
- The Customer indemnifies the Provider against all claims from third parties who suffer damage in connection with the (defective) execution of the agreement by the Provider.
- The Customer grants HOLOCONNECTS the right to use the Customer’s trade name and trademarks and to refer to the Customer as a reference partner in customer listings and other marketing documentation and activities related to the Services, provided that such use is consistent with good business practices and in a way to promote the reputation and goodwill of the Customer’s trade name and trademarks.
Article 12 Force majeure
- If, as a result of force majeure of a permanent or temporary nature, the Provider is prevented from (further) executing the agreement within 1 month after the Provider should have fulfilled its obligations, the Provider is entitled to dissolve the agreement in whole or in part by means of a written notification to that effect, without judicial intervention, or to suspend the further execution of the agreement, without being obliged to pay compensation. In the event of suspension, the Provider remains entitled to dissolve the agreement in whole or in part.
- For the purposes of these General Terms and Conditions, ‘force majeure’ means, in addition to the sense in which it is used in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Provider has no influence, but which make it impossible for the Provider to fulfil its obligations, including strikes in the Provider’s business.
- The Provider also has the right to invoke force majeure if the circumstance that prevents performance or further performance occurs after the Provider should have fulfilled its obligations.
- Insofar as the Provider has already partially fulfilled its obligations under the Agreement at the time of the occurrence of the force majeure, or will be able to meet them, and the part fulfilled / to be fulfilled has its own value, the Provider has the right to invoice the fulfilled / to be fulfilled part separately. The Customer shall pay this invoice as if it were a separate Contract.
- Force majeure is also understood to mean the aging of the products and the unavailability of (spare) parts of the products delivered by the Provider.
- In the event of force majeure, the Customer never has the right to dissolve/dissolve the agreement and never entitles it to any compensation.
Article 13 Suspension and termination
- The Provider has the right to suspend the fulfilment of the obligations or to dissolve the Agreement if:
1.1. The Customer does not comply with all or part of the obligations under the Contract.
1.2. Circumstances that come to the knowledge of the Provider after the conclusion of the Agreement and give it good reasons to fear that the Customer will not comply with the obligations. If there is good reason to fear that the Customer will only partially or not satisfactorily fulfill the obligations, suspension is only permitted insofar as the shortcoming justifies this.
1.3. The Customer was asked when entering into the Contract to provide a guarantee for the fulfilment of its obligations under the Contract and this guarantee is not provided or is unsatisfactory. As soon as a guarantee has been provided, the right to suspension lapses, unless this performance has been unreasonably delayed as a result. - The Provider also has the right to have the Agreement dissolved if circumstances arise that are of such a nature that compliance with the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or otherwise circumstances arise that are of such a nature that the Agreement cannot reasonably be maintained unchanged.
- If the Agreement is dissolved, the Claims of the Provider against the Customer are immediately due and payable. If the Provider suspends the fulfilment of the obligations, he retains his rights under the law and the Agreement.
- The Provider reserves the right to claim compensation at all times.
- Obligations which by their nature are intended to continue beyond termination of this Agreement shall continue to exist even after termination of this Agreement. These obligations include: confidentiality, liability, dispute resolution, applicable law and choice of address.
Article 14 Return of goods made available
- If the Provider makes goods available to the Customer for the execution of the Agreement, the Customer will return the said goods in their original condition, free of defects and in full within 14 days. If the Customer does not comply with this obligation, the resulting costs will be borne by it.
- If the Customer, for whatever reason, after a reminder to that effect, remains in default with regard to the obligation referred to under 1, the Provider has the right to recover the resulting damage and costs, including the costs of replacement, from the Customer.
Article 15 Intellectual property and copyright
- Without prejudice to the other provisions of these General Terms and Conditions, the provider retains the rights granted to it by intellectual property, copyright and everything related to the Copyright Act.
- The Customer is not permitted to make changes to the goods, unless this results from the nature of the goods or has been agreed otherwise in writing.
- The Provider reserves the right to use all knowledge gained by carrying out the work for other purposes, insofar as no confidential information is passed on to a third party.
- All videos, images, images, photographs, text, audio recording, content, materials, information or other works submitted to the HOLOCONNECTS Service by or on behalf of Providers (“Provider Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person who created such Provider Content.
- Between the Customer and HOLOCONNECTS, you own all Provider Content that you submit to the HOLOCONNECTS service. You grant HOLOCONNECTS a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (multi-tier), transferable, royalty-free license and the right to use, copy, transmit, distribute, publicly perform and display your Provider Content (through any media now known or later made), edit, modify and create derivative works from your Provider Content for any purpose, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights to privacy or publicity in your Provider Content. If you make suggestions to HOLOCONNECTS or through the HOLOCONNECTS Service about improving or adding new features or products to the HOLOCONNECTS Service or if you otherwise provide feedback or testimonials, HOLOCONNECTS has a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (multi- level), transferable royalty-free license and the right to use your suggestions, feedback and testimonials without any compensation or other obligation to you.
Article 16 Confidentiality
- The parties shall keep confidential information obtained from each other or from any other source in connection with their Contract confidential. Information is considered confidential if it is stated by a party or results from the nature of the information.
- The customer keeps secret every information (in whatever form) that he receives from Holoconnects.
- If the Provider is obliged by law or court decision to provide confidential information to a third party designated by law or the competent court, and the Provider cannot rely on a legal exemption or an exemption recognized or permitted by the competent court in the matter, the Provider is not obliged to pay compensation and the Customer does not have the right to dissolve the Agreement on the basis of of any resulting loss or damage.
- The obligation of confidentiality described in this article does not apply to information: that was already public before the customer heard this information or that has later become public without this being the result of a violation of the customer’s duty of confidentiality that is disclosed by the customer on the basis of a legal obligation.
Article 17 Applicable law, competent court and limitation period
- Not immediately statutory limitation period, the limitation period of all claims and legal claims and defenses against the Provider and the third parties involved in the execution of an agreement is one year.
- These general terms and conditions and all agreements between the parties are governed by Dutch law.
- All disputes arising from or related to these general terms and conditions and all disputes arising from the agreements between the parties will only be submitted for settlement to the competent Court centrally located n the Netherlands, location Utrecht, unless the Provider – being the plaintiff – prefers a Judge in another round.
Article 18 Changes, interpretation and location of the General Terms and Conditions
- These General Terms and Conditions have been filed with the Chamber of Commerce under no. 78123569.
- With regard to the interpretation of the content and purpose of these General Terms and Conditions, the Dutch text is always authoritative.
- The last submitted version, or the version in force at the time the Contract was entered into, applies.
Prepared for 01 June 2020.