General Terms and Conditions

General terms of sale and delivery

Seeh B.V. established at Dwarsweg 45, 5301 KB in Zaltbommel, the Netherlands.hereinafter referred to as: seeh.

Article 1 Definitions

  • In these general terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:

    Seeh. Seeh.: The user of the General Conditions of Sale and Delivery also trading under the name Hans Anders Zakelijk and Werkbrillen.nl;
    Buyer: The other party of seeh., acting in the exercise of profession or business;
    Agreement: The agreement between seeh. and buyer;
    Hans Anders: The part of Hans Prijsoptiek B.V. consisting of a chain of stores;
    User: The natural person who will use a product bought by the buyer.

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 also apply to all agreements with seeh. for the execution of which third parties need to be involved.
  • General 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 conditions. In that case, any still conflicting provisions in the general terms and conditions of seeh. and buyer shall only apply between the parties if and insofar as they form part of the terms and conditions of seeh .
  • If one or more provisions of these general conditions are invalid or may be annulled, the remaining provisions of these general conditions shall continue to apply in full. seeh. and the Buyer shall then consult in order to agree on new provisions to replace the invalid or annulled provisions, whereby, if and as far as possible, the purpose and meaning of the original provision shall be taken into account.
  • Any deviation from these terms and conditions shall only apply once or for a clearly specified period of time and shall only be effective after written confirmation.

Article 3 Offers and quotations

  • All offers are without obligation, unless a period for acceptance is specified in the offer.
  • Quotations made by seeh. are non-binding; they are valid for thirty days unless otherwise indicated. seeh. is only bound by the quotations if the acceptance thereof is confirmed in writing by the buyer within thirty days.
  • Delivery times in quotations from seeh. are indicative and if exceeded shall not entitle the buyer to rescission or damages, unless expressly agreed otherwise.
  • The prices in the said 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. shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless seeh. indicates otherwise.
  • A composite quotation shall not oblige seeh. to deliver part of the goods included in the offer or quotation at a corresponding part of the quoted price.
  • Offers or quotations do not automatically apply to repeat orders.
  • If several customers are party to an agreement, they are all jointly and severally bound to fulfil the obligations towards seeh.

Article 3.2 The granting of an assignment

  • An agreement between seeh. and buyer comes into effect by:

    - placing an order via the seeh. website or;
    - the submission of an order coupon by a user to a Hans Anders store.
  • After the order forms are made available by seeh. the responsibility for the issuance of these order forms is entirely that of the buyer.
  • An order coupon must be provided with the name and address of the buyer, coupon numbers and issue date.
  • Copies of order forms are not valid and will not be accepted.
  • Order forms 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. shall perform the agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the then known state of the art.
  • 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 necessary for the execution of the agreement is not provided to seeh. in time, seeh. shall be entitled to suspend execution of the agreement and / or to charge the buyer for the additional costs resulting from the delay in accordance with the usual rates.
  • seeh. is not liable for damage of any kind, because seeh. has relied on incorrect and / or incomplete information provided by the buyer, unless such inaccuracy or incompleteness should have been known to seeh..
  • If it has been agreed that the agreement will be executed in phases, seeh. can suspend the execution of those parts that belong to a subsequent phase until the buyer has approved in writing the results of the preceding phase.
  • If, in the context of the order, work is carried out by seeh. or by third parties engaged by seeh. at the Buyer's location or at a location designated by the Buyer, the Buyer shall 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 execution of the agreement and which is attributable to buyer.

Article 5 Delivery

  • Delivery takes place:

    - by picking up the goods at the warehouse of seeh. or;
    - by picking up the goods at a Hans Anders branch or;
    - by delivery to the buyer from the warehouse of seeh.
  • The Buyer is obliged to accept the purchased goods at the moment they are made available to him. The moment of availability shall be the end of the period within which the goods can be collected, or - if transport or dispatch by seeh. has been agreed - the moment (at seeh .'s discretion) when seeh. offers the goods at the agreed address.
  • Call-off orders which have not been called by the buyer in their entirety within the agreed period shall give seeh. the right to send the goods not yet called to the buyer. The Buyer shall be obliged to accept and pay for the goods.
  • If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, seeh. is entitled to store the goods at the expense and risk of the buyer. If the Buyer continues to refuse to take delivery for a period of 14 days, seeh . shall be entitled to dissolve the agreement, whereby the Buyer shall 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 damage.
  • If the goods are delivered seeh. is entitled to charge any delivery costs. These shall then be invoiced separately.
  • If seeh. requires information from the Buyer in the context of execution of the agreement, the delivery time shall commence after the Buyer has provided it to seeh.
  • If seeh. has specified a delivery time, it is indicative. A specified delivery time shall therefore never be a deadline. If a term is exceeded, the buyer shall give seeh. written notice of default.
  • seeh. is entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery does not have any independent value. seeh. is entitled to invoice the goods so delivered separately.
  • Customer-specific goods are only held in stock after a separate agreement has been signed. 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 gives seeh. the right to invoice non-taken delivery of customer-specific stock. The buyer is then obliged to pay this invoice regardless of any call-off and/or delivery.

Article 6 Right of withdrawal (cancellation)

  • After the conclusion of the agreement, the Buyer has the right to cancel the order up to 14 days after receipt of the item, albeit that seeh. may at any time attach conditions to such cancellation at its discretion.
  • The conditions that seeh. sets for cancellation after sending the ordered goods are at least (without prejudice to the right to set more and other conditions):

    - The return of the goods shall be complete, undamaged and unused, including the corresponding documentation and warranty certificates and including a copy of the invoice from seeh.
    - The goods to be returned must be properly packed in original packaging and clearly marked on the outside with the details of the buyer and the 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.
  • Any reduction in value of returned products, for whatever reason, shall be borne by the purchaser.
  • The right of cancellation does not apply in case of:

    - Software, image or sound carriers or computer software, of which the seal has been broken;
    - Products specially ordered or composed for buyer/user
    - The delivery of goods which 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 adapted or made-to-measure for buyer/user
    - OP=OP products;
    - Products of which seeh. expressly states that the right does not apply.
    - All items manufactured to the specifications of the buyer/user and which are manufactured on the basis of an individual choice or decision of the buyer/user, or which are clearly intended for a specific person;

  • After correct return of the goods, in accordance with the above conditions, the purchaser will receive a refund of the amount paid within 30 days.

Article 7 Samples and Models

  • If a sample or model has been shown or provided to the purchaser, it is assumed to have been provided only as an indication, without the matter having to correspond to it, unless it has been expressly agreed that the matter shall correspond to it.

Article 8 Research, complaints

  • The purchaser shall be obliged to inspect the delivered goods, or have them inspected, at the time of delivery or transfer, but in any case within as short a period as possible. In doing so, the purchaser must examine whether the quality and quantity of what is delivered corresponds to what was agreed, or at least meets the requirements applicable to it in normal (commercial) dealings.
  • Any visible defects or shortages must be reported in writing to seeh. within three days of delivery. Invisible defects or shortages must be reported within three weeks of discovery, but no later than 12 months after delivery.
  • If, pursuant to the previous paragraph, a complaint is made in time, the Buyer shall remain obliged to take delivery of and pay for the goods purchased. If the buyer wishes to return defective goods, he must do so with the prior written permission of seeh. in the manner indicated by seeh.
  • As long as the full payment obligation has not been met, seeh. shall not process complaints. seeh. shall always have the right, when processing a complaint, to require additional security or payment, whether or not into the third-party money account of a lawyer or notary to be designated by seeh., before processing a complaint.

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, between the time of the offer and the execution of the agreement, significant price changes have occurred with respect to, for example, exchange rates, wages, raw materials, semi-finished products packaging materials.
  • The prices charged by seeh. are exclusive of VAT and any other levies, as well as any costs to be incurred in connection with the agreement, including small order costs (shipping and handling costs), unless otherwise indicated.
  • Prices as stated on the website are subject to typing errors or (as yet) unimplemented price changes. Prices as stated in the webshop may differ from the prices in the shop. The buyer cannot derive any rights from this.

Article 10 Amendment 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 activities to be performed, 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 as soon as possible.
  • If the change and/or addition to the agreement has financial and/or qualitative consequences, seeh. shall inform the buyer thereof in advance.
  • If a fixed rate has been agreed, seeh. shall indicate the extent to which the amendment or supplement to the agreement will result in this fixed rate being exceeded.
  • Notwithstanding the provisions to this effect, seeh. shall not be able to charge additional costs if the change or addition is due to circumstances attributable to him.

Article 11 Payment

  • Payment shall be made within 30 days after the invoice date (unless a different period has been agreed in writing), in a way to be indicated by seeh. (bank transfer or direct debit) in the currency in which the invoice was made. Objections to the amount of the invoices shall not suspend the payment obligation.
  • In case the direct debit authorisation is given by submitting an order form made available by seeh. to a branch of Hans Anders, payment will take place in accordance with the regulations and procedures of Interpay BV.
  • If, for any reason whatsoever, the purchaser remains in default of payment within the period of 30 days, the purchaser shall be in default by operation of law. In that case, the buyer shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the time the purchaser is in default until the time payment is made in full.
  • In case of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of seeh. against the buyer are immediately due and payable.
  • seeh. has the right to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal and current interest.
  • seeh. may, without thereby falling into default, refuse an offer of payment if the buyer designates a different sequence of attribution.
  • seeh. can refuse full repayment of the principal sum, if this does not include the interest due and accrued and the costs.
  • seeh. shall at all times be entitled to require (as yet) advance payment or the provision by the purchaser of security for payment, which must be met forthwith.
  • Payment shall be made without discount or set-off and without the right of the other party to (conservatively) attach at the expense of seeh.

Article 12 Retention of title

  • All goods delivered by seeh., including any designs, sketches, drawings, films, software, (electronic) files, etc., shall remain the property of seeh. until the Buyer has fulfilled all of the following obligations arising from all agreements concluded with seeh.
  • The buyer is not authorised to pledge or otherwise encumber the goods falling under the retention of title.
  • If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights over them, the buyer shall be obliged to inform seeh. thereof as soon as may 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 insurance policy available for inspection on demand.
  • Goods delivered by seeh., which are subject to retention of title by virtue of the provisions under 1. of this article, may only be sold on within the framework of normal business operations and may never be used as a means of payment.
  • In the event that seeh. wishes to exercise its property rights referred to in this article, the Buyer hereby unconditionally and irrevocably authorizes seeh. or third parties designated by seeh. to enter all those places where seeh. 's property is located and to take back those goods.

Article 13 Warranty

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

Article 14 Collection costs

  • If purchaser is in default or breach of contract with respect to any one or more of his obligations, then all reasonable costs incurred in obtaining satisfaction out of court shall be borne by purchaser. If the buyer remains in default of payment on time, he forfeits a immediately payable fine of 15% on the amount due, with a minimum of € 50.00.
  • If seeh. has reasonably had to incur higher costs, these shall also be eligible for reimbursement. seeh. shall furthermore always be entitled to claim the actual damage.
  • Any reasonable judicial and execution costs incurred shall also be borne by the buyer.
  • The Buyer shall owe interest on the collection costs incurred.

Article 15 Suspension and dissolution

  • seeh. is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

    - Buyer does not or not fully fulfill the obligations from the agreement;
    - Buyer is in a state of bankruptcy, suspension of payment or closing down or liquidation of (the company of) the buyer;
    - After concluding the agreement seeh. learns of circumstances giving good ground to fear that the buyer will not fulfill his obligations. In case there is good reason to fear that the buyer will only partially or not properly fulfil his obligations, suspension is only allowed as far as the shortcoming justifies this;
    - At the conclusion of the agreement the buyer was asked to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient. As soon as security has been provided, the authority to suspend performance shall lapse, unless such performance has been unreasonably delayed as a result.
  • Furthermore seeh. is authorized to dissolve the agreement or have it dissolved if circumstances arise of such a nature that performance of the agreement is impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
  • If the agreement is dissolved, the claims of seeh. against the buyer are immediately due and payable. If seeh. suspends the fulfillment of its obligations, it shall retain its claims under the law and 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 performance of the agreement, the Buyer shall be obliged to return the goods supplied within 14 days in their original condition, free of defects and in their entirety. If the Buyer fails to comply with this obligation, all costs arising from this shall be at his expense.
  • If, for any reason whatsoever, after notice to that effect, the Buyer still fails to comply with the obligation referred to under 1. seeh. shall be entitled to recover from the Buyer the resulting damage and costs, including the cost of replacement.

Article 17 Liability

  • If goods supplied by seeh. are defective, the liability of seeh. towards the buyer shall be limited to what is regulated in these conditions under "Guarantees".
  • If seeh. is liable for direct damage, such liability shall be limited to a maximum of twice the purchase price, or at least the purchase price of that part of the agreement to which the liability relates. Liability shall at all times be limited to a maximum of the amount of the payment to be made by seeh. 's insurer in the case in question.
  • Direct damage shall be understood to mean only:

    - the reasonable costs of establishing the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these Terms and Conditions;
    - any reasonable costs incurred to have the defective performance of seeh. satisfy 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 have resulted in limiting direct damage as referred to in these Terms and Conditions.
  • seeh. shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, lost savings and damage due to business interruption.
  • The limitations of liability for direct loss included in these terms and conditions do not apply if the loss is due to intent or gross negligence of seeh. or its subordinates.

Article 17 Liability

  • If goods supplied by seeh. are defective, the liability of seeh. towards the buyer shall be limited to what is regulated in these conditions under "Guarantees".
  • If seeh. is liable for direct damage, such liability shall be limited to a maximum of twice the purchase price, or at least the purchase price of that part of the agreement to which the liability relates. Liability shall at all times be limited to a maximum of the amount of the payment to be made by seeh. 's insurer in the case in question.
  • Direct damage shall be understood to mean only:

    - the reasonable costs of establishing the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these Terms and Conditions;
    - any reasonable costs incurred to have the defective performance of seeh. satisfy 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 have resulted in limiting direct damage as referred to in these Terms and Conditions.
  • seeh. shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, lost savings and damage due to business interruption.
  • The limitations of liability for direct loss included in these terms and conditions do not apply if the loss is due to intent or gross negligence of seeh. or its subordinates.

Article 18 Transfer of Risk

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

Article 19 Force Majeure

  • The parties are not obliged to comply with any obligation if they are prevented from doing so due to a circumstance that is not attributable to fault, and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.
  • In these general terms and conditions, force majeure shall mean, in addition to its meaning in law and case law, all external causes, foreseen or unforeseen, over which seeh. cannot exercise any control, but which prevent seeh. from fulfilling its obligations. Strikes in the company of seeh. are included.
  • seeh. shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after seeh. should have fulfilled its commitment.
  • The parties may suspend their obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to pay the other party damages.
  • Insofar as seeh. has already partially fulfilled its obligations under the agreement at the time when the force majeure occurred or shall be able to fulfil them and insofar as independent value can be attributed to the part already fulfilled or to be fulfilled respectively, seeh. shall be entitled to invoice the part already fulfilled or to be fulfilled respectively. The Buyer is obliged to pay this invoice as if it were a separate claim.

Article 20 Indemnities

  • The buyer shall indemnify seeh. against third party claims relating to intellectual property rights on materials or data provided by the buyer, which are used in the performance of the agreement.
  • If the buyer provides seeh. with information carriers, electronic files or software, etc., the buyer 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 purchaser is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise or it has been agreed upon otherwise in writing.
  • Any designs, sketches, drawings, films, software and other materials or (electronic) files produced by seeh. in the course of the agreement shall remain the property of seeh. regardless of whether they have been made available to the Buyer or to third parties, unless otherwise agreed.
  • All documents provided by seeh., such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended solely for use by the Buyer and may not be reproduced, disclosed or brought to the knowledge of third parties by the Buyer without the prior consent of seeh., unless the nature of the documents provided dictates otherwise.
  • seeh. retains the right to use any knowledge gained in the execution of the work for other purposes, provided that no confidential information is brought to the attention of third parties in the process.

Article 22 Confidentiality

  • Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source within the framework of their agreement. Information is considered to be confidential if one party has indicated this or if this results from the nature of the information.
  • If, on the basis of a statutory provision or a judicial decision, seeh. is obliged to provide confidential information to third parties designated by law or by the competent court and seeh. cannot for that purpose invoke a legal right to refuse to give evidence or one recognised or permitted by the competent court, seeh. shall not be held to pay damages or compensation and the other party shall not be entitled to terminate the agreement on the basis of any damage caused by this.

Article 23 Non-acquisition of staff

  • During the term of the agreement as well as one year after termination thereof, the buyer shall not in any way, except after proper consultation on the matter has taken place with seeh. The Buyer shall not in any way, shape or form employ or otherwise, directly or indirectly, instruct staff 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.

Article 24 Disputes

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

Article 25 Applicable law

  • Any agreement between seeh. and the Buyer shall be governed by Dutch law. Only the Dutch court is competent to take cognizance of disputes between the Client and the Contractor. Any disputes shall be submitted exclusively 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 conditions

  • These conditions have been filed at the Chamber of Commerce in 's-Hertogenbosch.
  • In the event of an interpretation of the content and scope of these general terms and conditions, the Dutch text shall always prevail.
  • The most recently filed version or the version valid at the time the agreement was concluded shall always apply.

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