Terms and Conditions - Remote visual inspections | Opticon Benelux

Terms and Conditions

Of Opticon Benelux Naarden B.V., established in Naarden, further referred to as Opticon Benelux, filed with the Registry of the District Court of Amsterdam under number 225/2000.

General

All our offers, agreements and the performance thereof shall be governed exclusively by these terms and conditions. Deviations must be expressly agreed with us in writing. Agreed deviations shall never apply to more than one order.
In these conditions, “the other party” shall mean: every (legal) person who has concluded or wishes to conclude an agreement with Opticon Benelux and, apart from the latter, its representative(s), authorised representative(s), assignee(s) and heirs.
The other party’s own conditions shall remain unaffected insofar as they do not conflict with the present conditions. In that case, the conditions of Opticon Benelux shall prevail at all times, even if priority is stipulated otherwise.

Quotations

All offers made by Opticon Benelux, in whatever form, are without obligation, unless expressly stated otherwise.
Sending offers and/or (other) documentation does not oblige us to accept an order. Non-acceptance will be notified by us to the other party as soon as possible, but in any case within 30 days.
Normal and/or customary tolerances apply to all goods offered, in addition to what is stated in the catalogues and brochures. Minor deviations from the illustrations and/or descriptions in the catalogues and brochures are therefore reserved. Such deviations shall never release the customer from his obligations under the agreement.

Agreement

Subject to the provisions below, an agreement with Opticon Benelux shall only be established after Opticon Benelux has accepted or confirmed an order in writing, whereby the date of the confirmation shall be decisive. The order confirmation shall be deemed to accurately and fully reflect the agreement, unless the other party has immediately protested against it in writing.
Any additional agreements or modifications made later shall only be binding for Opticon Benelux if confirmed in writing by Opticon Benelux.
Changes to the original order, of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could have been anticipated at the time of quotation and/or order confirmation, will be charged to the client in addition.
For transactions for which, according to their nature and scope, no offer or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and in full, subject to complaints within 3 working days.
Each contract is entered into by Opticon Benelux under the suspensive condition that the other party – exclusively at our discretion – appears to be sufficiently creditworthy for the financial fulfilment of the contract.
Opticon Benelux is entitled at or after entering into the agreement, before (further) performance, to demand security from the other party that both payment and other obligations will be met.
Opticon Benelux shall be entitled, if Opticon Benelux deems this necessary or desirable for the correct implementation of the order issued to Opticon Benelux and after consultation with the other party, to bring in others for the implementation of the contract, the costs of which shall be passed on to the other party in accordance with the quotations provided.

Prices

Unless stated otherwise, our prices are: based on delivery ex our company, warehouse or other storage location, exclusive of V.A.T., import duties, other taxes, levies and duties, exclusive of the costs of packaging, loading and unloading, transport and insurance, stated in currency customary in the Netherlands. Any changes in exchange rates shall be passed on.
In the event of an increase in one or more of the cost price factors, Opticon Benelux shall be entitled to increase the order price accordingly; all this with due observance of any existing legal requirements in this respect, on the understanding that already known future price increases must be stated in the order confirmation.
In the case of a composite quotation, there is no obligation to deliver a part at a corresponding part of the price quoted for the whole.

Cancellation

If the other party, after an agreement has been concluded, wishes to cancel it, 20% of the order price (incl. V.A.T.) will be charged as cancellation costs, without prejudice to Opticon Benelux’s right to full damages, incl. lost profit.

Delivery

For installation or assembly work, designs, images, drawings, specifications of sizes and weights are as accurate as possible, but not absolutely binding; small unavoidable differences in implementation cannot be held against Opticon Benelux in any way.
From the moment of conclusion of the purchase agreement, the purchased item shall be at the risk of the other party. Unless otherwise agreed, delivery shall be made to the home/company of the other party. Free delivery shall only take place if and insofar as this has been agreed by Opticon Benelux with the other party and is indicated on the invoice or otherwise.
The time of delivery is the time when the purchased goods are ready for transport.
The other party shall be obliged to check the delivered goods and/or the packaging for any shortfalls and/or damage immediately on delivery, but in any case within 3 working days, or to carry out this check after we have informed the other party that the goods are at his disposal.
Any shortfalls and/or damage to the delivered goods and/or the packaging present on delivery, the other party must state (or have stated) on the delivery note, the invoice and/or the transport documents, failing which the other party shall be deemed to have approved what has been delivered. Claims in this respect will then no longer be dealt with.
Opticon Benelux shall be entitled to deliver in parts (partial deliveries), which Opticon Benelux may invoice separately.
Agreed deadlines shall only apply if and insofar as the material to be processed or assembled, the drawings and data required for the implementation of the order, as well as the objects to which or in which materials are to be added or incorporated, are delivered to Opticon Benelux at the agreed time. If, as a result of late delivery by the client, the manufacture/assembly can only be carried out by calling in additional transport, overtime, express delivery, etc., Opticon Benelux shall be entitled, without prior consultation with the client, to do so and the resulting costs shall be borne by the client. In case of late delivery by the client, Opticon Benelux shall be entitled to further fix the date of execution of the order.
Indication of the delivery time is always approximate, unless expressly agreed otherwise in writing.
If the goods have not been taken by the other party after the expiry of the delivery time, they are stored at his disposal, at his expense and risk.

Force majeure

“Force majeure” shall mean: any circumstance independent of the will of the parties or unforeseeable circumstances as a result of which fulfilment of the agreement can no longer reasonably be required by the other party.
If, in the opinion of Opticon Benelux, the force majeure will be of a temporary nature, it shall be entitled to suspend the implementation of the agreement for such time as the circumstance causing the force majeure no longer occurs.
If, in the opinion of Opticon Benelux, the force majeure situation is of a permanent nature, the parties may make arrangements regarding the dissolution of the agreement and the consequences thereof.
Opticon Benelux shall be entitled to claim payment of the performances carried out in the execution of the relevant agreement before the force majeure-causing circumstance became apparent.
The party that believes it is (or will be) in force majeure must notify the other party immediately.

Complaints

Any complaints shall only be dealt with by Opticon Benelux if they reach Opticon Benelux directly in writing within 8 days of delivery of the relevant performance, accurately stating the nature and basis of the complaints.
Complaints about invoices should also be submitted in writing and within 8 days of the invoice date.
After expiry of this period, the other party shall be deemed to have approved the delivered goods or the invoice, respectively. In that case, complaints will no longer be dealt with by Opticon Benelux.
If the complaint is found well-founded by Opticon Benelux, this shall suspend the payment obligation of the other party until the moment the complaint is settled.
Return of the delivered goods can only take place after prior written consent of Opticon Benelux, under conditions to be determined by Opticon Benelux.
Repair shipments should always be sent to Opticon Benelux with postage paid.

Warranty

Subject to the restrictions stated below, we grant a 12-month warranty on the products supplied by Opticon Benelux, unless stated otherwise. This warranty is limited to manufacturing faults and therefore does not include faults caused by any form of wear and tear, or parts subject to consumption of the delivered product.
Opticon Benelux shall never be obliged to provide a more extensive warranty than that provided to Opticon Benelux by the manufacturer of the delivered goods.
In case of repair, a warranty of up to 3 months is granted on the replaced parts, insofar as this is also warranteed by the manufacturer of the relevant parts.
Opticon Benelux will not provide a warranty on parts or additions obtained from third parties for longer than the warranty provided to Opticon Benelux by this third-party supplier.
The warranty shall lapse if the delivered goods are used inexpertly by the other party and/or third parties engaged by it.
The warranty also lapses if the other party and/or third parties engaged by it carry out work or make changes to the delivered goods.
If Opticon Benelux replaces parts in fulfilment of its warranty obligation, the replaced parts shall become its property.
If the other party does not, partially or timely fulfil any obligation arising from the agreement concluded between the parties, Opticon Benelux shall not be obliged to provide any guarantee as long as that situation persists.
If Opticon Benelux needs to carry out repairs under guarantee at the other party’s premises, travel time and travel expenses will be charged.

Transport/Risk

The method of transport, dispatch, packaging, etc. shall, if no other instruction has been provided to Opticon Benelux by the other party, be determined by Opticon Benelux in good faith. Unless otherwise agreed, the other party shall assume all risks in this respect, including fault/negligence of the carrier.
Any specific wishes of the other party regarding transport/shipment shall only be carried out if the other party has declared to bear the additional costs thereof.
Opticon Benelux is entitled to charge a fee for durable packaging materials, which will be stated on the invoice. When Opticon Benelux charges such a fee, it will be settled after return in undamaged condition.

Intellectual properties
All drawings, moulds, lithographs, designs, sketches, models and the like produced by or on behalf of Opticon Benelux in the implementation of the agreement shall remain the inalienable property of Opticon Benelux, as well as the right to use them.

The other party guarantees Opticon Benelux at all times that the use of data provided by the other party or otherwise will not bring us into conflict with legal regulations or protected rights of third parties.
The other party shall fully indemnify Opticon Benelux against all direct and indirect consequences of claims which third parties might enforce against Opticon Benelux on account of violation of the guarantee mentioned in point 2 of this chapter.
Opticon Benelux retains the copyright of the designs, sketches and calculations designed or produced by it, even when the client commissions them.
All rights of industrial or intellectual nature, such as copyright and copyrights, with respect to computer programs, system designs, working methods, advice, etc. originating from Opticon Benelux or used by Opticon Benelux shall become and remain the explicit and exclusive inalienable property of Opticon Benelux, both during and after the execution of the order, irrespective of the share in the realisation of the computer programs, system designs, working methods, advice, etc. of the client or third parties engaged. The exercise of these rights – including publication or transfer of data – is expressly and exclusively reserved to Opticon Benelux both during and after the implementation of the assignment.

Liability

Opticon Benelux excludes any liability to the extent not regulated by the Act.
The liability of Opticon Benelux shall never exceed the total amount of the order concerned.
Subject to the generally applicable legal rules of public order and good faith, Opticon Benelux shall not be obliged to pay any compensation for damage, of whatever nature, direct or indirect, including trading loss, to movable or immovable property, or to persons, both at the other party and third parties.
In any case, Opticon Benelux shall not be liable for damage caused or resulting from the use of the delivered goods or their unsuitability for the purpose for which the other party purchased them.
By the mere receipt of the delivered goods by or on behalf of the other party, Opticon Benelux shall be indemnified against all possible claims by the other party and/or third parties for payment of damages, regardless of whether the damage was caused as a result of composition and/or manufacturing faults or by any other cause.
Opticon Benelux undertakes to take good care of the materials and objects delivered by the client for processing or installation, as well as the drawings/designs received from the client, but accepts no liability for loss through fire, theft or breakage, etc., insofar as not covered by insurance.

Retention of title

Delivered goods shall remain the property of Opticon Benelux until such time as all its deliveries and work carried out under the agreement or deliveries and work to be carried out, including interest and costs, have been paid by the other party. In the case of suspension of payments, bankruptcy, suspension of payments, liquidation of the other party, or death if the other party is a natural person, Opticon Benelux shall be entitled, without notice of default or judicial intervention, to cancel the delivery in full or in part and to reclaim the unpaid part of the delivered goods. Cancellation and recovery shall not affect Opticon Benelux’s right to compensation for loss or damage. In such cases, any claim of Opticon Benelux against the other party shall be due in full.
If Opticon Benelux has goods in its possession belonging to the client, it shall be entitled to retain these goods until all costs incurred by Opticon Benelux in carrying out orders of the same client, irrespective of whether these orders relate to the aforementioned or other goods belonging to the client, have been paid in full by the client, unless the client has provided adequate security for these costs. Opticon Benelux shall also have the right of retention if the client is declared bankrupt.
The goods may be resold or used by the other party in the ordinary course of its business. They may neither be pledged nor serve as security for a third-party claim.
As security for correct payment of all our claims on whatever account, Opticon Benelux also acquires the right – by the occurrence of the claim – to all those goods that are incorporated in the goods delivered by Opticon Benelux, or of which they are part. The order signed by the other party and the subsequent written acceptance on our part shall count as a private deed as referred to in the Act.
Opticon Benelux shall at all times be entitled to remove (or have removed) the delivered goods from the client or his holders, if the client fails to meet his obligations towards Opticon Benelux. Client shall co-operate in this, on penalty of a fine of € 450.00 for each day of default.

Rental

The rental period shall commence on the date of delivery of the rented object or, if expressly agreed with the client, on the moment when the rented object is delivered to the address of the client by Opticon Benelux’s own means of transport. The rental period shall end on the date on which the rented object is received back by Opticon Benelux, on the understanding, however, that if the rented object is returned within the agreed rental period, the full rental sum for the entire agreed rental period shall be due.
The rented object shall be delivered by Opticon Benelux in good condition. The client shall be entitled to inspect the rented property or have it inspected before delivery. If the client does not exercise this right, the rented object shall be deemed to have been delivered in good condition and complete.
Exceeding the agreed rental period shall only be permitted if Opticon Benelux has given its written consent. If the rental period is exceeded, the client shall owe compensation per day in accordance with the agreed daily rate.
The client shall not – without the express consent of Opticon Benelux – be entitled to transfer its rights arising from the rental agreement to third parties. The client only derives from the rental agreement the right to personally use the leased object at the indicated locations, unless otherwise agreed in writing.
The customer must insure the rented object. He shall be liable for all damage and/or harm to as well as theft and/or loss of the hired object.
The method of use and set-up of the rented property are at the expense and risk of the client. Opticon Benelux accepts no liability whatsoever.
In the case of rentals, Opticon Benelux shall never be liable for damage resulting from standstill, malfunction or poor functioning of the hired goods or parts thereof, or damage resulting from the services of service personnel made available by Opticon Benelux, except in the case of – to be proven by the client – intent or gross negligence on the part of Opticon Benelux. Under no circumstances shall the liability of Opticon Benelux extend beyond the renewed provision of equipment and any service personnel.
Under all circumstances, the rented object shall remain the inalienable property of Opticon Benelux. If the client fails to comply with the provisions of these General Terms and Conditions, Opticon Benelux has the right to dissolve the rental contract prematurely, to repossess the rented object and to recover the rental sum for the entire agreed rental period.
If the rented equipment or parts thereof is completely lost or damaged beyond repair, the client shall owe Opticon Benelux an amount equal to the purchase costs of replacement equipment as well as the costs of replacement, insofar as at least not covered by insurance.
The client is not permitted to modify, change or repair any part of the rented property and to use materials other than those prescribed by Opticon Benelux.
After termination of the rental agreement, the client shall be obliged to return the rented material to Opticon Benelux in undamaged condition. Opticon Benelux shall inspect the rented materials on return, if desired in the presence of the client, and shall, after the inspection, inform the client in writing of any defects and damage. Opticon Benelux shall be entitled to repair the returned goods or have them repaired, if deemed necessary.
If at the end of the agreed or extended rental period, the client fails to deliver all or part of the rented property at the agreed location, Opticon Benelux shall be entitled to immediately claim the rented property or anything missing therefrom from the client and to remove it or have it removed at the client’s expense and risk, whereby the client undertakes to grant Opticon Benelux access to the location(s) where the rented property is located.

Payment

Payments must be made within thirty days of the invoice date, net cash without any deductions, in current Dutch currency.
Rentals, repairs, operations and interventions by mechanics shall be paid within fifteen days of the invoice date, net cash without any deduction, in standard Dutch currency.
If credit is agreed to or taken in error, the client shall owe interest on the invoice amount of 7% per month or part of a month, commencing on the date the invoice amount is due.
All costs incurred by Opticon Benelux in exercising its rights shall be borne by the client. These costs shall amount to at least 15% of the amount involved, with a minimum of € 45.00.
If the implementation of an order extends over a period of more than one month or if, in the opinion of Opticon Benelux, the amount involved in the order qualifies for this, it may demand payment or advance payment or payment in instalments. Opticon Benelux shall be entitled, irrespective of the agreed payment condition, to demand sufficient security for payment in advance or to demand such security during the implementation of an order.

Applicable law

All our offers, agreements and their execution are governed exclusively by Dutch law.

Disputes

A dispute is present as soon as one party declares that such is the case.
All agreements and transactions of Opticon Benelux are exclusively governed by Dutch law.
All disputes, however called, will be submitted to the judgement of the competent Dutch court, to the exclusion of all other arbitrating, advisory and judicial bodies.