General terms and conditions LampVision
Name company: LampVision B.V.
Address: Brugsteen 3, 4815 PL Breda, The Netherlands
Phonenumber: +31 76 5810005
E-mailaddress: info @ lampvision.eu
VAT number: NL819379414B01
Chamber of Commerce: 20140586 BredaClause 1: Interpretation
1.1 In these Conditions the following words shall have the meanings set opposite them:
"Carrier" means and (unless the context requires otherwise) includes the
carriers servants agents and any person or persons carrying Goods on
our behalf under any contract of carriage.
"Charges" means our charges for supplying and, where appropriate installing and/or maintaining the Goods.
"Confirmation of Order" means when we confirm our acceptance of your
Order orally or in writing (whether electronically or otherwise) or when
we effect Delivery, whichever occurs first.
"Contract" the contract made between you and us for the purchase of Goods incorporating these Conditions.
"Delivery" means our delivery of the Goods to the address you have
stipulated in the Order or our notifying you that the Goods are
available for collection.
"Goods" means the article(s) that we agree to supply to you pursuant to an Order.
"Order" means your request for us to supply you with Goods in
consideration of the Charges, which you make by either completing an
online order or otherwise requesting the Goods that you require.
"We", "us" "our" means LampVision.
"You", "your" means the person firm or corporation that places an Order with us.
Clause 2: Applicability
2.1 These General Conditions apply to all -and future- offers, quotations, negotiations and agreements with customers.
2.2 We explicitly reject the General Conditions of the customer,
including conditions of the Branch sector as a whole, and thus these
conditions will not apply, unless they have been accepted by us in
Clause 3: Realization of Agreements
3.1 All our offers are free of obligations and are to be considered as one whole.
3.2 Samples, illustrations, drawings, dimensions, quantities, weights,
price lists, printed matters, brochures, letters, faxes, e-mail,
websites, advertisements, mailings, as well as any other general
information provided by us, serve as a general representation of what is
offered, but are not binding.
3.3 Immediately after acceptance we can revoke our offer, even if our
offer contains a time period for acceptance and acceptance takes place
within this time period. Revocation will in any event be considered as
immediate if it takes place within five days after receive of the offer.
3.4 An agreement will be considered to have been entered into if we have
started with the execution of the agreement or if our order
confirmation is not rejected within 7 days.
3.5 The documents of delivery/invoice will be considered to be the
confirmation of the order for deliveries for which due to the nature or
size no written offer or order confirmation will be sent.
3.6 Our order confirmation will determine the contents of the agreement, unless otherwise has been agreed explicitly in writing.
Clause 4: Delivery
4.1 Given or agreed delivery times are never to be considered absolute
deadlines. We will only then be in default after the customer has given
notice of default in writing, whereby we must be granted a reasonable
time for performance.
4.2 We deliver Ex Works from our office. Transportation will be at the
risk and expense of the customer and will be considered to have been
ordered by the customer.
4.3 We are entitled to deliver and invoice in installments.
4.4 In the event that the customer does not take receipt of the goods or
does not take receipt of them in time, we will be entitled to store
these at the risk and expense of the customer and we will be entitled to
expect payment as if delivery had taken place. The customer will then
have a maximum of eight weeks to take receipt of the goods against
pre-payment of all costs which ensue from not taking receipt of the
goods in time. The latter costs will still be owed if the customer does
not take receipt of any part of the goods.
Clause 5: Inspection, verification and complaints
5.1 Upon delivery and arrival of the goods the customer will inspect and
verify whether the delivery is in accordance with the agreement; if
this does not occur, he will indicate this to us in writing on the
delivery note, and in any event, within 10 days, indicating the reasons.
5.2 The customer cannot make any claims regarding a non-visible fault in
the goods unless he has indicated his complaint in writing, indicating
the reasons for complaint, within a practicable time, being no longer
than 10 days after he has discovered or could reasonably be expected to
have discovered, the fault.
5.3 The customer will at all times give us the opportunity to repair any fault.
5.4 The customer will lose all rights and entitlements, which accrue, to
him on the basis of a fault if he has not made a complaint within the
above-stated time periods and in the above-stated manner and/or not
given us the opportunity to repair a fault.
5.5 Return of goods delivered by us can only take place after our prior written permission.
Clause 6: Prices
6.1 Prices stated in our offers and elsewhere will be in Euro’s (€) and
are excluding VAT, other taxes and charges, transportation,
administration, insurance and other extraordinary costs, unless
explicitly mentioned otherwise.
6.2 If, after the realization of the agreement, there is a change in the
factors which determine our prices, such as an increase in cost price,
prices of materials, taxes, transportation, administration, insurance,
currency changes, we are entitled to include such in the price, even if
we could have foreseen such change.
Clause 7: Payment
7.1 In case of agreements entered solely upon by means of one or more
techniques for communication on a distance (as meant in EC-directive
97/7/EG), such as the Internet, payment shall be made before the
deliverance by means of authorized creditcard payment either payment in
advance, or any other method of payment appointed by us.
7.2 All payments should take place without discount and/or set off. We
will at all times be entitled, without need to provide any reasons, to
demand full or partial pre-payment or surety for payment.
7.3 Payments made by the customer will always form payment of
outstanding claims on the customer in question, which have been due the
longest, and payment of all interest owed and costs under any agreement
whatsoever with us, regardless of what the customer indicates when
making the payment.
7.4 Upon exceeding the due date for payment the customer will owe an
interest equal to the legal interest, increased by 2% per month or part
of a month, whereby part of a month will be counted as one whole month.
The customer will in such event also owe any extra-judicial collection
costs incurred, with a minimum of 15% of the invoice amount. In the
event of a judicial procedure, the customer will owe us, in addition to
the costs of trial, all costs actually incurred, including the cost of
Clause 8: Reservation of Title and Right of Deferment
8.1 We retain the property of all goods delivered or to be delivered to
the customer by us as long as the customer has not yet paid claims under
this or similar agreements, as long as the customer has not yet paid
claims for work carried out or to be carried out under this or similar
agreements and as long as the customer has not yet paid our claims based
on default in the performance of such agreements, the latter including
claims regarding interest and costs.
8.2 As long as the customer has not paid above claims, he is not
entitled to grant any charge or any other right over goods delivered or
to be delivered by us and the customer binds himself vis-à-vis third
parties, who wish to obtain such right, to declare that he is not
entitled to grant such charge/right, in default of which declaration the
customer will be guilty of misappropriation; the customer is further
specifically obligated to keep the goods stored separately and marked as
being our property, while the customer is not, until we have been paid
in full, entitled, without our
prior written permission, to alienate, lease, provide the use of or
place outside of his company or encumber the goods in any way.
8.3 We are entitled to defer performance of our obligation to deliver
the goods, including such things as documents, until the customer has
paid all our claims.
Clause 9. Force Majeure
9.1 We are not bound to perform any obligation if we are prevented from
doing so as a consequence of a circumstance which is not our fault and
which would not by virtue of law, legally binding acts, legal
transactions or custom be considered to be at our expense.
9.2 The following are included under circumstances as intended in the
previous paragraph: assaults of terror, war, trade embargos, disasters
of nature (acts of god), work strikes, stagnation in the supply of
necessary goods or semi-manufactured goods, fire and similar
circumstances within our company or our suppliers' companies, regardless
of whether these could be foreseen when entering into the agreement.
9.3 If, due to force majeure or other extraordinary circumstances as
indicated earlier we are not able to carry out our obligations under the
agreement, or not do so on time, we have the right to execute the
agreement within a reasonable period of time, or - if performance within
a reasonable period of time is not possible - to declare the agreement
to be dissolved in whole or in part, without being liable for any
9.4 In such event the customer is not entitled to dissolve the agreement
until the force majeure has lasted 6 months. Neither during these 6
months, nor upon dissolution after the passing of 6 months will the
customer be entitled to compensation.
Clause 10: Guarantee
10.1 We guarantee during 3 months after delivery that the goods supplied
will be in accordance with the agreement and the requirements set for
goods in normal trading.
10.2 Our guarantee obligations do not give the customer any other right
than to the replacement or repair of the goods delivered. Repair under
the guarantee will not lead to extension of the time period of the
guarantee. The costs of returning of the goods will be borne by the
10.3 We will be released from our guarantee obligations if goods have
been used other than those prescribed by us and third parties have
carried out work on the goods delivered and/or if the fault has been
caused by inexpert use, normal wear or use of the goods delivered in a
manner not in accordance with the instructions provided by us.
10.4 No guarantee will be given on deliveries, which have been
manufactured as per the customer's instructions or by third parties
brought in by the customer, including his employees and/or assistants.
10.5 Only when all customer obligations toward us have been carried out
correctly, guarantee claims can be taken into consideration.
Clause 11: Liability and Indemnity
11.1 Our liability is expressly limited to the guarantee obligation
described in Clause 9. We exclude any further liability towards the
customer for any damage, regardless its title, all direct and indirect
damage as business damage or sequel-damage included, except for the
liability for damage due to intent or gross negligence on our part, or
on the part of our employees and/or assistants.
11.2 If and insofar as we are subject to any liability, under any
heading whatsoever, such liability will at all times be limited to the
amount invoiced for the relevant agreement and the principal excluding
VAT or, if such is higher, to the amount that we receive regarding the
damage from third parties or insurers, with a maximum of € 5,000 per
event or related series of events.
11.3 We will not be liable for damage caused by the following of
instructions of the customer or by working with goods, employees and/or
assistants of the customer, such in the broadest sense of the word.
11.4 We are not liable for damage which occurs after the goods have been
worked upon or processed by the customer or a third party and/or in
case the customer has used the goods for other than normal
11.5 Without prejudice to the stipulations of Clause 4, we are to be
notified in writing of damage as intended in this clause within 1 month
of its developing or as soon as the customer could have noted the
damage; the penalty for default will be a loss of any claim for
11.6 The customer will indemnify us for all claims of third parties for
damage, which are directly or indirectly connected with the goods
Clause 12: Dissolution
12.1 Regardless of the other stipulations contained in these conditions,
we can unilaterally dissolve the agreement in the event that the
customer ceases trading, enters into liquidation, is granted a
moratorium, applies for the debt regulation as mentioned in paragraph
284 and further of the Dutch Bankruptcy code, is declared bankrupt, the
authority within the company has changed and/or the company has been
subjected to seizure which will not have been lifted within 30 days of
the date of the seizure.
12.2 In such event we are entitled to charge the customer for the damage incurred by us as a result of dissolution.
12.3 Without prejudice to the stipulations in these conditions the
customer will only be entitled to dissolve the agreement after we have
been given written notice of default by him and have been given a
reasonable time to perform our obligations or repair any faults.
Clause 13: Intellectual Property
13.1 The customer will indemnify us for all claims of third parties for
compensation, directly or indirectly connected with goods delivered by
us in accordance with designs, drawings, data or other instructions
provided by the customer, whereby intellectual property rights of these
third parties may be infringed.
13.2 We retain the right to immediately cease delivery if the third
parties intended in the previous paragraph object to such delivery.
Clause 14: Applicable Law and Disputes
14.1 The law of the Kingdom of the Netherlands exclusively applies to all our agreements.
14.2 The conditions of the Universal Law concerning the International
Sale of Physical Goods (Law of December 15, 1971, Stb. 780 en Stb. 781)
as well as the “Convention of the International Sale of Goods”, are not
applicable, as well as any other future international treaty concerning
the sale of goods of which the applicability by the contracting parties
can be excluded.
14.3 If according to the law a dispute comes within the jurisdiction of a District Court
(Arrondissementsrechtbank), then the District Court of Breda will have exclusive jurisdiction.
14.4 The stipulations of Paragraph 13.3 are without prejudice to our
right to bring the dispute before the District Court, which would
normally have jurisdiction.
14.5 The "I.C.C. Incoterms", as published by the International Chamber
of Commerce in Paris (I.C.C.) are applicable on the interpretation of
international business terms.
Clause 15: Final Clause
15.1 If one of the stipulations of these conditions is invalid and/or
declared void, this will not affect the validity of the other
stipulations. In the place of the invalid and/or void paragraph a
stipulation will then be deemed to have replaced it which, in the
framework of what is legally possibly, as closely as possible approaches
the intent and spirit of the paragraph which was declared invalid
15.2 We can change these conditions at any time in the future.
15.3 These conditions can be called upon as “General conditions 2008”.