General Terms and Conditions

General Terms and Conditions of Sale and Delivery

Seeh B.V. located in Wielkamp 1E, 5301 DB in Zaltbommel, the Netherlands. hereinafter referred to as: Seeh

Article 1 Definitions

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

‍Seeh: the user of the general pre-sale and delivery conditions, also acting under the name Hans Anders Zakelijk and Werkbrillen.nl;
Buyer: The other party of seeh., acting in the exercise of a 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 purchased by the buyer.

Article 2 General

The provisions of these terms and conditions apply to every offer and agreement between Seeh and a buyer on which Seeh has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
The present terms and conditions also apply to all agreements with Seeh, for the execution of which third parties must be involved.
The buyer's general terms and conditions only apply if it has been expressly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that case, any conflicting provisions in the general terms and conditions of Seeh and the buyer are only between the parties if and insofar as they form part of the terms of Seeh.
If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. seeh. and the buyer will then consult in order to agree on new provisions to replace the invalid or annulled provisions, taking into account the purpose and purport of the original provision if and insofar as possible.
Any deviation from these terms and conditions only applies once or for a clearly specified period of time and is only effective after written confirmation.

Article 3 Offers and Offers

All offers are without obligation, unless the offer specifies a period for acceptance.
The door Seeh offers made are non-binding; they are valid for thirty days, unless otherwise indicated. Seeh is only bound by the offers if the buyer confirms their acceptance in writing within thirty days.
Delivery times in quotes from Seeh are indicative and do not entitle the buyer to dissolution or compensation if it is exceeded, unless otherwise expressly agreed.
The prices in the offers and offers mentioned do not include VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.
If the acceptance (on minor points) differs from the offer included in the offer, Seeh not bound to it. The agreement will then not be concluded in accordance with this different acceptance, unless Seeh specifies otherwise.
A composite quote is required Seeh not to deliver part of the goods included in the offer or quote at a corresponding part of the specified price.
Offers or quotes do not automatically apply to backorders.
When several customers are parties to an agreement, they are all jointly and severally bound to fulfill the obligations towards seeh.

Article 3.2 Granting an order

An agreement between Seeh and buyer is created by:

- placing an order via the website of Seeh or;
- the submission of an order form by a user at a Hans Anders branch.
‍
After making the order receipts available by Seeh the responsibility for issuing these order slips falls entirely with that of the buyer.
An order form must include the buyer's name and address, receipt numbers and date of issue.
Copies of order receipts are not valid and will not be accepted.
The order forms must be submitted in full:

- 1st copy, intended for Seeh
- 2nd copy, intended for Hans Anders
- 3rd copy, intended for the employee

Article 4 Implementation of the agreement

Seeh will execute the agreement to the best of our knowledge and ability and in accordance with the requirements of good workmanship. This is based on the state of science known at the time.
If and insofar as this is required for the proper execution of the agreement, Seeh the right to have certain activities carried out by third parties.
The buyer ensures that all data, including Seeh indicates that these are necessary or that the buyer should reasonably understand are necessary for the execution of the agreement, timely to Seeh are provided. If the information required for the execution of the agreement does not arrive in time Seeh have been provided, has Seeh the right to suspend the execution of the agreement and/or to charge the buyer for the additional costs resulting from the delay at the usual rates.
Seeh is not liable for damage of any kind because Seeh has assumed incorrect and/or incomplete information provided by the buyer, unless this is inaccuracy or incompleteness for Seeh. should be known.
If it has been agreed that the agreement will be executed in phases, Seeh suspend the execution of those parts that belong to a subsequent phase until the buyer has approved the results of the preceding phase in writing.
If by Seeh or by Seeh third parties engaged in the context of the assignment are carried out at the buyer's location or a location designated by the buyer, the buyer will provide the facilities reasonably desired by those employees free of charge.
Buyer indemnifies Seeh for any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the buyer.

Article 5 Delivery

Delivery takes place:

- by picking up the goods at the warehouse of Seeh or;
- by collecting the goods at a Hans Anders branch or;
- by delivery to the buyer from the warehouse of Seeh
‍
The buyer is obliged to take delivery of the purchased goods when they are made available to him. The time of making 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 time (at the option of Seeh) where Seeh offers the goods to the agreed address.
Call orders that have not been called in their entirety by the buyer within the agreed period give: Seeh the right to send the goods that have not yet been called up 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 that are necessary for delivery, Seeh entitled to store the goods at the expense and risk of the buyer. If the buyer continues to refuse to purchase for a period of 14 days, Seeh entitled to terminate the agreement, whereby the buyer remains liable for 100% of the transaction value, plus interest and costs thereof, and without prejudice to the right to compensation for actual or higher damage.
If the goods are delivered Seeh entitled to charge any delivery costs. These will then be invoiced separately.
If Seeh if you require information from the buyer in the context of the execution of the agreement, the delivery time commences after the buyer accepts it Seeh has made available.
If Seeh has specified a delivery time, it is indicative. A specified delivery time is therefore never a deadline. If a period is exceeded, the buyer must Seeh giving notice of default in writing.
Seeh is entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery has no independent value. Seeh is entitled to invoice the goods thus delivered separately.
Customer-specific goods are only kept in stock after signing a separate agreement. The agreed inventory level must always be purchased within 12 months. Upon termination of the agreement, the buyer must purchase the remaining inventory within 1 month. Untimely purchase gives Seeh the right to invoice customer-specific inventory that has not been purchased. The buyer is then obliged to pay that invoice regardless of any call 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, although Seeh You can attach conditions to that cancellation at any time, at your own discretion.
The conditions that Seeh in case of cancellation after shipment of the ordered goods, at least (without prejudice to the right to set more and different conditions):

- Returning the goods must be complete, undamaged and unused, including associated documentation and warranty certificates and including a copy of the invoice of Seeh.
- The items to be returned must be properly packaged in original packaging and clearly marked on the outside with the buyer's details and the order number. The buyer is responsible for any damage or loss during transport, as a result of the improper packaging of the items to be returned.
- The return shipment is made by and at the expense of the buyer.
‍
Decreased value of returned products, for whatever reason, is borne by the buyer.
The right to cancel does not apply in the event of:

- Software, image or sound carriers or computer software whose seal has been broken;
- Products specially ordered or assembled for the buyer/user
- The delivery of goods that are not suitable to be returned for reasons of health protection or hygiene and whose seal has been broken after delivery;
- Products specially tailored or customized for the buyer/user
- OP=OP products;
- Products including Seeh expressly states that the law does not apply.
- All items that are manufactured according to the buyer/user's specifications and that are manufactured based on an individual choice or decision of the buyer/user, or that are clearly intended for a specific person;
After correct return receipt, in accordance with the above conditions, the 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 only been provided as an indication without the item having to comply with it, unless it is expressly agreed that the item will correspond to it.

Article 8 Research, complaints

The buyer is obliged to (have) examined the delivered goods at the time of (delivery) delivery, but in any case within the shortest possible period. In addition, the buyer should investigate whether the quality and quantity of the delivered goods comply with what has been agreed, or at least meets the requirements that apply in normal (trade) transactions.
Any visible defects or shortages must be reported to seeh in writing within three days of delivery. Invisible defects or deficiencies should be reported within three weeks of discovery but no later than 12 months after delivery.
If a timely complaint is made pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this will be done with the prior written consent of Seeh in the manner as by Seeh indicated.
As long as the full payment obligation has not been met, Seeh complaints not being processed. Seeh When dealing with a complaint, pending whether the complaint is justified, you always have the right to require additional security or payment, whether or not into the third-party account of a Seeh lawyer or notary to be appointed before dealing with a complaint.

Article 9 Fees, price and costs

If Seeh a fixed sales price has agreed with the buyer, Seeh nevertheless entitled to increase the price if there have been interim price changes.
Seeh may, among other things, pass on price increases if there have been significant price changes between the time of offer and execution of the agreement with regard to, for example, exchange rates, wages, raw materials, semi-finished products, packaging material.
The door Seeh prices used do not include VAT and any other levies, as well as any costs to be incurred under the agreement, including small order costs (shipping and administrative costs), unless otherwise indicated.
Prices as stated on the website are subject to typing errors or (not yet implemented) price changes. Prices as stated in the webshop may differ from the prices in the store. The buyer cannot derive any rights from this.

Article 10 Amendment to the agreement

If, during the execution of the agreement, it appears that it is necessary to change and/or supplement the work to be performed for proper execution, the parties will amend the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree that the agreement will be amended and/or supplemented, the time of completion of the execution may be affected. Seeh will inform the buyer about this as soon as possible.
If the change and/or addition to the agreement has financial and/or qualitative consequences, Seeh inform the buyer about this in advance.
If a fixed rate has been agreed Seeh indicate to what extent the change or addition to the agreement will result in an excess of this fixed rate.
Contrary to the present provisions, Seeh cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to him.

Article 11 Payment

Payment must be made within 30 days of the invoice date (unless a different period has been agreed in writing), on a Seeh method to be specified (bank transfer or direct debit) in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
In the event that the direct debit authorization has been granted by returning a Seeh The order form made available to a Hans Anders branch will be paid in accordance with the regulations and procedures of Interpay BV.
If, for whatever reason, the buyer fails to pay the amount due within the period of 30 days, the buyer is in default by operation of law. In that case, the buyer owes interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest applies. The interest on the due amount will be calculated from the moment the buyer is in default until payment of the full amount.
In the event of liquidation, bankruptcy, attachment or suspension of payment by the buyer, the claims are Seeh immediately due and payable to the buyer.
Seeh has the right to make the payments made by the buyer primarily to deduct the costs, then to reduce the outstanding interest and, finally, to reduce the principal sum and the accrued interest.
Seeh may, without being in default, refuse an offer of payment if the buyer specifies a different order for the allocation.
Seeh may refuse full repayment of the principal amount if the outstanding and accrued interest as well as the costs are not also paid.
Seeh has the right to (still) demand payment in advance at any time or to have the buyer provide security for payment, which must be paid immediately.
Payment must take place without a discount or settlement and without the other party's right to (precautionary) attachment at the expense of Seeh.

Article 12 Retention of title

All door Seeh delivered goods, including any designs, sketches, drawings, films, software, (electronic) files, etc. remain the property of Seeh until the buyer fulfills all of the following obligations, all with Seeh concluded agreements have been fulfilled.
The buyer is not authorized to pledge or encumber the items subject to retention of title in any other way.
If third parties seize the goods delivered under retention of title or want to establish or assert rights thereto, the buyer is obliged Seeh to inform you as soon as reasonably expected.
The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide inspection of the policy of this insurance upon first request.
By Seeh goods delivered, which are subject to retention of title pursuant to the provisions of paragraph 1 of this article, may only be resold in the ordinary course of business and never used as a means of payment.
Just in case Seeh wants to exercise the property rights specified in this article, the buyer is already giving unconditional and irrevocable consent Seeh or by appointing third parties to enter all those places where the properties belong to Seeh are located and to take those things back with you.

Article 13 Guarantee

Seeh guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement.
The Consumer has Seeh only right to warranty if and insofar as Seeh (still) warranty is provided by the supplier of Seeh or the manufacturer, except insofar as mandatory legal provisions prescribe a more extensive warranty or that the parties have explicitly agreed otherwise in writing. Until further warranty or liability is Seeh not held.
The warranty mentioned under 1 also applies if the goods to be delivered are intended for use abroad and the buyer has expressly notified this use in writing at the time of entering into the agreement to Seeh.
If the goods to be delivered do not comply with these guarantees, Seeh the item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, after written notice of the defect by the buyer, at the option of Seeh, replace or ensure repair. In the event of replacement, the buyer already undertakes the replaced item now Seeh to return and ownership to Seeh to provide.
The aforementioned warranty does not apply if the defect has arisen as a result of improper or improper use or if, without written permission from Seeh, the buyer or third parties have made changes or are trying to make changes to the item or have used it for purposes for which the item is not intended.
The consumer has Seeh only right to warranty if the consumer fulfills all payment obligations towards Seeh has satisfied.

Article 14 Collection costs

If the buyer is in default or in default of fulfilling one or more of its obligations, all reasonable costs of obtaining payment out of court will be borne by the buyer. If the buyer fails to pay a sum of money on time, he forfeits an immediately due penalty of 15% of the amount still due with a minimum of €50.00.
If Seeh if you have reasonably had to incur higher costs, these are also eligible for reimbursement. Seeh In addition, you always have the right to claim the actual damage.
Any reasonable judicial and execution costs incurred are also borne by the buyer.
The buyer owes interest on the collection costs incurred.

Article 15 Suspension and dissolution

Seeh is authorized to suspend compliance with the obligations or terminate the agreement if:

- Buyer does not or does not fully comply with the obligations under the agreement;
- Buyer is in a state of bankruptcy, suspension of payment or closure or liquidation of (the company of) the buyer;
- After the conclusion of the agreement Seeh circumstances that have come to our attention give good reason to fear that the buyer will not fulfill the obligations. If there is good reason to fear that the buyer will only partially or improperly comply, the suspension is only allowed to the extent that the shortcoming justifies it;
- When concluding the agreement, the buyer was asked to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient. Once security has been provided, the authority to suspend expires, unless this satisfaction has been unreasonably delayed as a result.
‍
Furthermore, Seeh authorized to terminate the agreement (or have it terminated) if circumstances occur that are of such a nature that compliance with the agreement cannot be expected or, according to standards of reasonableness and fairness, or if circumstances otherwise occur that are of such a nature that unchanged maintenance of the agreement should not reasonably be expected.
If the agreement is dissolved, the claims of Seeh immediately due and payable to the buyer. If Seeh suspends compliance with the obligations, he reserves his claims under the law and agreement.
Seeh reserves the right to claim compensation at all times.

Article 16 Return of items made available

If Seeh has made goods available to the buyer during the execution of the agreement, the buyer is obliged to return the goods thus delivered within 14 days in their original condition, free from defects and in full. If the buyer does not comply with this obligation, all resulting costs are at his expense.
If, for whatever reason, after a reminder to this effect, the buyer still fails to comply with the obligation mentioned under 1, has Seeh the right to recover the resulting damage and costs, including the costs of replacement, from the buyer.

Article 17 Liability

If by Seeh goods delivered are defective is the liability of Seeh towards the buyer limited to what is regulated under “Guarantees” in these terms and conditions.
If Seeh if you are liable for direct damage, that liability is 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 paid by the insurer of Seeh benefit to be provided where appropriate.
Direct damage only includes:

- the reasonable costs of determining 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 due to the poor performance of Seeh to have the agreement complied with, unless this defect does not meet Seeh can be attributed;
- reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
‍
Seeh is never liable for indirect damage, including — but not limited to — consequential damage, lost profit, missed savings and damage due to business interruption.
The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Seeh or his subordinates.

Article 17 Liability

If by Seeh goods delivered are defective is the liability of Seeh towards the buyer limited to what is regulated under “Guarantees” in these terms and conditions.
If Seeh if you are liable for direct damage, that liability is 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 paid by the insurer of Seeh benefit to be provided where appropriate.
Direct damage only includes:

- the reasonable costs of determining 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 due to the poor performance of Seeh to have the agreement complied with, unless this defect does not meet Seeh can be attributed;
- reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
‍
Seeh is never liable for indirect damage, including — but not limited to — consequential damage, lost profit, missed savings and damage due to business interruption.
The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Seeh or his subordinates.

Article 18 Transfer of risk

The risk of loss or damage to the products that are the subject of the agreement passes to the buyer when they are legally and/or actually delivered to the buyer and are thus placed under the control of the buyer or a third party appointed by the buyer.

Article 19 Force majeure

Parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault and is not at their expense under the law, a legal act or generally accepted beliefs.
In these general terms and conditions, force majeure includes, in addition to what is understood in the law and case law, all external causes, foreseen or unforeseen, on which Seeh cannot exert any influence, but because of Seeh is unable to fulfil its obligations. Strikes in the company of Seeh are included.
Seeh also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Seeh should have fulfilled his commitment.
Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate the other party for damage.
For so much Seeh at the time of the occurrence of force majeure, it has already partially fulfilled or will be able to fulfill its obligations under the agreement, and the part fulfilled or to be fulfilled has independent value, is Seeh entitled to separately invoice the part already fulfilled or to be fulfilled. The buyer is obliged to pay this invoice as if it were a separate claim.

Article 20 Indemnities

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

Article 21 Intellectual Property and Copyright

Without prejudice to the rest of these terms and conditions, you retain: Seeh asserts the rights and powers that Seeh future under the Copyright Act.
The buyer is not allowed to make changes to the goods unless the nature of the delivered goods dictates otherwise or otherwise agreed in writing.
The, under the agreement, possibly by the Seeh designs, sketches, drawings, films, software and other materials or (electronic) files created remain the property of Seeh, regardless of whether they have been provided to the buyer or third parties, unless otherwise agreed.
All door Seeh any documents provided, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended for use by the buyer and may not be used by him without the prior consent of Seeh are reproduced, published or brought to the attention of third parties, unless the nature of the documents provided dictates otherwise.
Seeh reserves the right to use any knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

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 as part of their agreement. Information is considered confidential if it has been provided by a party or if this results from the nature of the information.
If, pursuant to a legal provision or court order, Seeh is obliged to provide confidential information to third parties appointed by law or the competent court, and Seeh if you cannot rely on a right of relief legally recognized or permitted by the competent court in this regard, then Seeh not obliged to pay compensation or compensation and the other party is not entitled to terminate the agreement on the basis of any damage caused as a result.

Article 23 Non-takeover of staff

During the term of the agreement and one year after its termination, the buyer will not in any way, except after good business consultation with regard to this matter has taken place with Seeh, employees of Seeh or from companies on which Seeh has made use of this agreement and who are (was) involved in the execution of the agreement, hire or otherwise let them work for themselves, directly or indirectly.

Article 24 Disputes

All disputes related to agreements between the buyer and Seeh are settled by the competent court in's Hertogenbosch, or, at the option of Seeh by the judge with relative jurisdiction under the law.
Parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Article 25 Applicable law

To any agreement between Seeh and the buyer is subject to Dutch law. Only the Dutch court has jurisdiction to hear disputes between Client and Contractor. Any disputes will be submitted exclusively to the competent court in's Hertogenbosch. The applicability of the Vienna Sales Convention is expressly excluded.

Article 26 Change, explanation and location of the terms

These terms and conditions have been filed at the offices of the Chamber of Commerce in 's-Hertogenbosch
In the event of an explanation 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 in force at the time of the conclusion of the agreement always applies.

The general terms and conditions can also be found here download as PDF.