General conditions of sale and delivery

Article 1 Definitions

• In these general terms and conditions the following terms are used in the following sense, unless expressly stated otherwise:
  
  ‍Seeh: The user of the general terms and conditions of sale and delivery 》 also trading under the name Hans Anders Business and Werkbrillen.nl;
  Buyer: The other party to seeh, acting in the exercise of profession or business;
  Agreement: The agreement between seeh. and purchaser;
  Hans Anders: The part of Hans Prijsoptiek B.V. consisting of a chain of stores;
  User: The natural person who will use a product purchased by purchaser.

Article 2 General

• The provisions of these general conditions apply to every offer and every agreement between Seeh and a buyer to which Seeh has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
• These conditions shall also apply to all agreements with Seeh, for the execution of which third parties must be involved.
• General terms and conditions of the buyer shall apply only if it has been expressly agreed in writing that they shall apply to the agreement to the exclusion of these terms and conditions. In that case, any remaining conflicting provisions in the general terms and conditions of Seeh and buyer will only apply between the parties if and insofar as they are part of the terms and conditions of Seeh.
• Should one or more provisions of these general terms and conditions be null and void or be annulled, the other provisions of these general terms and conditions shall remain fully applicable. seeh. and purchaser shall then consult in order to agree on new provisions to replace the null and void or annulled provisions, whereby, if and to the extent possible, the purpose and purport of the original provision shall be observed.
• Any deviation from these terms and conditions applies only once or for a clearly specified time period and is effective only upon written confirmation.

Article 3 Offers and quotations

• All offers are without obligation unless the offer specifies a deadline for acceptance.
• Quotations made by Seeh are without obligation; they are valid for thirty days, unless otherwise indicated. Seeh is only bound to the quotations if the acceptance thereof is confirmed in writing by the buyer within thirty days.
• Delivery times in offers by Seeh are indicative and if exceeded do not entitle the buyer to rescission or damages, unless expressly agreed otherwise.
• The prices in the mentioned offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.
• If the acceptance deviates (on minor points) from the offer included in the quotation, Seeh is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Seeh indicates otherwise.
• A composite quotation does not oblige Seeh to deliver a portion of the items included in the offer or quotation at a corresponding portion of the quoted price.
• Offers or quotations do not automatically apply to repeat orders.
• When multiple customers are parties to an agreement, they are all jointly and severally bound to fulfill the obligations to seeh.

Article 3.2 Granting an assignment

• An agreement between Seeh and buyer is established by:
  
  - placing an order through Seeh' s website or;
  - a user submitting an order coupon at a Hans Anders store.
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• After Seeh has made the assignment vouchers available, the responsibility for issuing these assignment vouchers falls entirely on the buyer.
• An order receipt must have the purchaser's name and address, receipt numbers and issue date.
• Copies of assignment receipts are not valid and will not be accepted.
• Assignment receipts must be returned complete:
  
  - 1st copy, intended for Seeh
  - 2nd copy, intended for Hans Anders
  - 3rd copy, intended for the employee

Article 4 Execution of the Agreement

• Seeh will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All this based on the then known state of science.
• If and to the extent required for the proper execution of the agreement, Seeh has the right to have certain work performed by third parties.
• The buyer shall ensure that all data, which Seeh indicates to be necessary or which the buyer should reasonably understand to be necessary for the execution of the agreement, shall be provided to Seeh in good time. If the data required for the execution of the agreement have not been provided to Seeh in time, Seeh will be entitled to suspend the execution of the agreement and / or charge the buyer for the additional costs resulting from the delay according to the usual rates.
• Seeh is not liable for damages of any kind, because Seeh is based on incorrect and / or incomplete data provided by the buyer, unless this inaccuracy or incompleteness should have been known to Seeh.
• If it has been agreed that the agreement will be executed in stages, Seeh may suspend the execution of those parts belonging to a subsequent stage until the buyer has approved in writing the results of the preceding stage.
• If work is carried out by Seeh or third parties engaged by Seeh in the context of the order at the location of the Buyer or a location designated by the Buyer, the Buyer will provide the facilities reasonably required by those employees free of charge.
• Buyer shall indemnify Seeh for any claims by third parties, who suffer damage in connection with the performance of the agreement and which is attributable to Buyer.

Article 5 Delivery

• Delivery is made:
  
  - by picking up the goods at Seeh' s warehouse or;
  - by picking up the goods at a Hans Anders branch or;
  - by delivery to the buyer from Seeh's warehouse
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• The buyer is obliged to take delivery of the purchased goods at the moment at which they are made available to him. The moment of making the goods available is the end of the period within which the goods can be collected, or - if transport or shipment by Seeh has been agreed - the moment (at Seeh's discretion) at which Seeh offers the goods to the agreed address.
• Call-off orders which have not been called in their entirety by the buyer within the agreed period entitle Seeh to send the goods not yet called to the buyer. The buyer is obliged to accept and pay for the goods.
• If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Seeh will be entitled to store the goods at the expense and risk of the buyer. If the purchaser continues to refuse to take delivery for a period of 14 days, Seeh will be entitled to dissolve the agreement, in which case the purchaser will remain liable for 100% of the transaction value, plus interest and costs thereon, and without prejudice to the right to compensation for actual or higher damages.
• If the goods are delivered, Seeh is entitled to charge any delivery costs. These will then be invoiced separately.
• If Seeh requires data from the buyer in connection with the execution of the agreement, the delivery time will commence after the buyer has made these available to Seeh.
• If Seeh has specified a delivery time, it is indicative. A stated delivery time is therefore never a deadline. If a term is exceeded, the buyer must give Seeh written notice of default.
• Seeh is entitled to deliver the goods in parts, unless this is deviated from by agreement or the partial delivery has no independent value. Seeh is entitled to invoice the thus delivered goods separately.
• Customer-specific goods are only kept in stock after signing a separate agreement. The agreed stock level must always be taken within 12 months. Upon termination of the agreement, the buyer must take delivery of the remaining stock within 1 month. Failure to take delivery on time entitles Seeh to invoice customer-specific stock not taken. Buyer is then obliged to pay that invoice regardless of any call off and/or delivery.

Article 6 Right of withdrawal (cancellation).

• Buyer has the right to cancel the order after the formation of the agreement for 14 days after receipt of the item, although Seeh may at any time attach conditions to such cancellation at its discretion.
• Seeh' s conditions for cancellation after shipment of the ordered goods are at least (without prejudice to the right to impose more and other conditions):
  
  - The return of the goods must be complete, undamaged and unused, including accompanying documentation and warranty certificates and including a copy of Seeh's invoice .
  - The goods to be returned must be properly packed in original packaging and clearly marked on the outside with the Buyer's details and order number. The buyer is responsible for any damage or loss during transport, as a result of not properly packing the items to be returned.
  - The return shipment will be made by and at the expense of the buyer.
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• Depreciation in value of returned products, for any reason, shall be borne by the buyer.
• The right of cancellation does not apply in the case of:
  
  - Software, image or sound carriers or computer software, of which the seal has been broken;
  - Products ordered or composed especially for the buyer/user
  - The delivery of items that are not suitable to be returned for reasons of health protection or hygiene and of which the seal has been broken after delivery;
  - Products specially tailored or customized for the buyer/user
  - OP=OP products;
  - Products of which Seeh expressly states that the right does not apply.
  - All items manufactured to buyer/user specifications that are manufactured based on an individual choice or decision of the buyer/user, or are clearly intended for a specific person;
  
  
• After correct return, in accordance with the above conditions, buyer will receive a refund of the amount paid by him within 30 days.

Article 7 Samples and models

• If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the item having to correspond to it, unless it is expressly agreed that the item will correspond to it.

Article 8 Examination, complaints

• The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, the Buyer shall examine whether the quality and quantity of the goods delivered are in accordance with what was agreed, or at least meet the requirements applicable to them in normal (commercial) dealings.
• Any visible defects or shortages must be reported in writing to seeh. within three days of delivery. Non-visible defects or shortages must be reported within three weeks of discovery but no later than 12 months after delivery.
• If in accordance with the previous paragraph a timely complaint is made, buyer remains obliged to accept and pay for the purchased goods. If buyer wishes to return defective goods, this will take place with prior written consent of Seeh in the manner indicated by Seeh.
• As long as the full payment obligation has not been met, Seeh will not consider complaints. Seeh shall always have the right, when handling a complaint, to require additional security or payment, whether or not to the third-party money account of an attorney or notary to be designated by Seeh, prior to handling a complaint, pending whether the complaint is justified.

Article 9 Fees, price and costs

• If Seeh has agreed a fixed sales price with the buyer, Seeh is nevertheless entitled to increase the price if interim price changes have occurred.
• Seeh may, among other things, pass on price increases if significant price changes have occurred between the time of the offer and the execution of the agreement in respect of, for example, exchange rates, wages, raw materials, semi-finished packaging materials.
• The prices charged by Seeh are exclusive of VAT and any other taxes, as well as any costs to be incurred in connection with the agreement, including small order costs (shipping and administrative costs), unless otherwise indicated.
• Prices as listed on the website are subject to typing errors or (not yet implemented) price changes. Prices as mentioned in the webshop may differ from the prices in the store. The buyer can not derive any rights from this.

Article 10 Modification of the agreement

• If during the execution of the agreement it appears that for a proper execution it is necessary to change and/or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.
• If the parties agree that the agreement is amended and / or supplemented, the time of completion of the execution may be affected. Seeh will inform the buyer of this as soon as possible.
• If the amendment and/or supplement to the agreement has financial and/or qualitative consequences, Seeh will inform the buyer in advance.
• If a fixed rate has been agreed upon, Seeh will indicate the extent to which the amendment or supplement to the agreement will result in an excess of this fixed rate.
• Notwithstanding the provisions to this effect, Seeh will not be able to charge additional costs if the change or supplement is the result of circumstances attributable to it.

Article 11 Payment

• Payment must be made within 30 days of the invoice date (unless a different term is agreed in writing), in a manner to be indicated by Seeh (bank transfer or direct debit) in the currency invoiced. Objections to the amount of invoices do not suspend the payment obligation.
• In case the direct debit authorization is granted through the submission of an order form provided by Seeh to a branch of Hans Anders, payment takes place in accordance with the regulations and procedures of Interpay BV.
• If buyer, for whatever reason, fails to pay the amount due within the 30-day period, buyer shall be in default by operation of law. The buyer will then owe interest of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate will apply. The interest on the amount due and payable will be calculated from the moment the buyer is in default until the moment the full amount is paid.
• In case of liquidation, bankruptcy, attachment or suspension of payment of the buyer, Seeh' s claims against the buyer are immediately due and payable.
• Seeh shall be entitled to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.
• Seeh may, without thereby being in default, refuse an offer of payment if the purchaser designates a different order of attribution.
• Seeh can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and costs.
• Seeh shall at all times have the right to demand (as yet) advance payment or to have the buyer provide security for payment, which must be fulfilled immediately.
• Payment shall be made without discount or setoff and without the other party's right of (conservatory) attachment at Seeh's expense .

Article 12 Retention of title

• All goods delivered by Seeh, including any designs, sketches, drawings, films, software, (electronic) files, etc. remain the property of Seeh until the buyer has complied with all the following obligations under all agreements concluded with Seeh.
• The buyer is not authorized to pledge or otherwise encumber the items subject to retention of title.
• If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, Buyer is obliged to inform Seeh as soon as can reasonably be expected.
• The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on demand.
• Items delivered by Seeh, which by virtue of the provisions under 1. of this article are subject to retention of title, may only be resold in the ordinary course of business and may never be used as a means of payment.
• In the event that Seeh wishes to exercise its property rights indicated in this article, the Buyer hereby gives unconditional and irrevocable permission to Seeh or third parties to be appointed by it to enter all those places where the property of sSeeh is located and to take back those goods.

Article 13 Warranty

• Seeh guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement.
• The Consumer is only entitled to warranty vis-à-vis Seeh if and insofar as a warranty is (still) provided to Seeh by Seeh 's supplier or manufacturer, except insofar as mandatory statutory provisions prescribe a more far-reaching warranty or the parties have explicitly agreed otherwise in writing. Seeh is not obliged to any further warranty or liability.
• The warranty mentioned under 1. also applies if the goods to be delivered are intended for use abroad and buyer has expressly notified Seeh of this use in writing at the time of entering into the agreement .
• If the good to be delivered does not comply with these guarantees, Seeh will, at Seeh's discretion, replace or see to the repair of the good within a reasonable period of time after receipt thereof or, if return is not reasonably possible, after written notification of the defect by Buyer. In case of replacement, Buyer already now undertakes to return the replaced good to Seeh and to transfer ownership to Seeh.
• The warranty mentioned here does not apply when the defect has arisen as a result of injudicious or improper use or when, without written permission from Seeh, buyer or third parties have made changes or tried to make changes to the case or have used it for purposes for which the case is not intended.
• The consumer has a right to warranty against Seeh only if the consumer has fulfilled all payment obligations to Seeh.

Article 14 Collection costs

• If the buyer is in default or breach of one or more of his obligations, then all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the buyer. If the buyer remains in default of timely payment of a sum of money, he forfeits an immediately payable fine of 15% on the amount still due with a minimum of € 50.00.
• If Seeh has reasonably had to incur higher costs, these are also eligible for compensation. Seeh shall also always be entitled to claim actual damages.
• Any reasonable judicial and execution costs incurred shall also be borne by the buyer.
• Buyer shall owe interest on the collection costs incurred.

Article 15 Suspension and dissolution

• Seeh will be authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if:
  
  - Buyer does not or not fully fulfil the obligations under the agreement;
  - Buyer is in a state of bankruptcy, suspension of payment or cessation or liquidation of (the company of) the buyer;
  - After the conclusion of the agreement Seeh learns of circumstances giving good ground to fear that the buyer will not fulfil the obligations. In case there are good grounds to fear that the Buyer will only partially or improperly fulfill its obligations, suspension is only allowed to the extent justified by the shortcoming;
  - Buyer at the conclusion of the agreement was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or insufficient. As soon as security has been provided, the authority to suspend expires, unless this satisfaction has been unreasonably delayed as a result.
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• Seeh will also be authorized to dissolve the agreement or have the agreement dissolved if circumstances arise of such a nature that fulfillment of the agreement cannot possibly or to standards of reasonableness and fairness can no longer be required or if other circumstances arise of such a nature that unaltered maintenance of the agreement can not reasonably be expected.
• If the agreement is dissolved, the claims of Seeh on the buyer are immediately due and payable. If Seeh suspends the fulfillment of its obligations, it shall retain its claims under the law and the agreement.
• Seeh always retains the right to claim damages.

Article 16 Return of items made available

• If Seeh has made goods available to the buyer in the execution of the agreement, the buyer is obliged to return the thus delivered goods within 14 days in their original state, free of defects and in full. If the buyer fails to comply with this obligation, all resulting costs shall be for his account.
• If buyer, for whatever reason, after a reminder to that effect, still remains in default with the obligation mentioned under 1., Seeh will be entitled to recover the resulting damage and costs, including replacement costs, from buyer.

Article 17 Liability

• If goods delivered by Seeh are defective, Seeh 's liability to purchaser is limited to what is regulated under "Warranties" in these terms and conditions.
• If Seeh is liable for direct damage, such liability shall be limited to a maximum of twice the purchase price, at least the purchase price of that part of the agreement to which the liability relates. The liability is at all times limited to a maximum of the amount of the payment to be provided by Seeh 's insurer in the appropriate case.
• Direct damage means exclusively:
  
  - the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
  - any reasonable costs incurred to have Seeh' s defective performance conform to the agreement, unless this defect cannot be attributed to Seeh;
  - reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs led to limitation of direct damage as referred to in these general terms and conditions.
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• Seeh shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, missed savings and damage due to business interruption.
• The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is due to intent or gross negligence of Seeh or its subordinates.

Article 17 Liability

• If goods delivered by Seeh are defective, Seeh 's liability to purchaser is limited to what is regulated under "Warranties" in these terms and conditions.
• If Seeh is liable for direct damage, such liability shall be limited to a maximum of twice the purchase price, at least the purchase price of that part of the agreement to which the liability relates. The liability is at all times limited to a maximum of the amount of the payment to be provided by Seeh 's insurer in the appropriate case.
• Direct damage means exclusively:
  
  - the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
  - any reasonable costs incurred to have Seeh' s defective performance conform to the agreement, unless this defect cannot be attributed to Seeh;
  - reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs led to limitation of direct damage as referred to in these general terms and conditions.
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• Seeh shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, missed savings and damage due to business interruption.
• The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is due to intent or gross negligence of Seeh or its subordinates.

Article 18 Transfer of risk

• The risk of loss of or damage to the products that are the subject of the agreement shall pass to Buyer at the time they are legally and/or actually delivered to Buyer and thereby brought into the control of Buyer or a third party to be designated by Buyer.

Article 19 Force majeure

• Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, a legal act or generally accepted practice.
• In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Seeh has no influence, but which prevent Seeh from fulfilling its obligations. Strikes at the company of Seeh are included.
• Seeh also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Seeh should have fulfilled its commitment.
• The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
• Insofar Seeh has partially fulfilled its obligations under the agreement or will be able to fulfil these at the time of the occurrence of the force majeure, and independent value can be attributed to the fulfilled or still to be fulfilled part respectively, Seeh will be entitled to invoice the fulfilled or still to be fulfilled part separately. Buyer is obliged to pay this invoice as if it were a separate claim.

Article 20 Indemnities

• The buyer indemnifies Seeh for claims of third parties regarding intellectual property rights to materials or data provided by the buyer, which are used in the execution of the agreement.
• If buyer provides information carriers, electronic files or software etc. to Seeh, it guarantees that the information carriers, electronic files or software are free of viruses and defects.

Article 21 Intellectual property and copyrights

• Without prejudice to the other provisions of these general terms and conditions, Seeh reserves the rights and powers to which Seeh is entitled under the Copyright Act.
• The buyer is not permitted to make changes to the goods, unless it follows from the nature of the delivered goods or it has been agreed otherwise in writing.
• Any designs, sketches, drawings, films, software and other materials or (electronic) files created by Seeh within the framework of the agreement shall remain the property of Seeh, regardless of whether they were made available to the buyer or to third parties, unless otherwise agreed.
• Any documents provided by Seeh, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended exclusively for use by the Buyer and may not be reproduced, disclosed or brought to the notice of third parties by the Buyer without Seeh 's prior consent, unless the nature of the documents provided dictates otherwise.
• Seeh reserves the right to use any knowledge gained from the execution of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

Article 22 Confidentiality

• Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by a party or if it arises from the nature of the information.
• If, pursuant to a statutory provision or a judicial decision, Seeh is obliged to disclose confidential information to third parties designated by law or by the competent court, and Seeh cannot in this respect invoke a legal or by the competent court acknowledged or permitted right to refuse to give evidence, then Seeh will not be liable for damages or compensation and the other party will not be entitled to dissolve the agreement on the grounds of any damage caused by this.

Article 23 Non-acquisition of personnel

• During the term of the agreement and for one year after termination thereof, the Buyer will not in any way, except after proper consultation with Seeh, employ or otherwise, directly or indirectly, allow employees of Seeh or of companies which Seeh has called upon for the execution of this agreement and which are (have been) involved in the execution of the agreement, to work for it.

Article 24 Disputes

• All disputes relating to agreements between the buyer and Seeh shall be settled by the competent court in 's Hertogenbosch, or, at Seeh 's option, by the court with relative jurisdiction under the law.
• The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Article 25 Applicable law

• Any agreement between Seeh and Buyer is governed by Dutch law. Only the Dutch court is competent to take cognizance of disputes between Client and Contractor. Any disputes will be exclusively submitted to the competent court in 's Hertogenbosch. The applicability of the Vienna Sales Convention is expressly excluded.

Article 26 Amendment, interpretation and location of the terms and conditions

• These conditions are filed at the office of the Chamber of Commerce in 's-Hertogenbosch
• In case of interpretation of the contents and scope of these general terms and conditions, the Dutch text thereof shall always prevail.
• Applicable is always the last filed version or the version valid at the time the agreement was concluded.

The terms and conditions can also be downloaded as a PDF here.