Drawn up on 1 May 2018

General Terms and Conditions

Fixvision, with its registered office at Regulusweg 11, 2511 AC The Hague, the Netherlands
This page is last updated on 1 June 2019

Article 1 Definitions

In these General Terms and Conditions, the terms below will have the following meanings, unless explicitly stated otherwise.

Fixvision: Fixvision, with its registered office at Regulusweg 11, 2511 AC The Hague, the Netherlands.

Algemene Voorwaarden: The general terms and conditions as set out below.

Service: All work, in any form whatsoever, performed by Fixvision for or on behalf of the Other Party.

Distance services: The agreement between the Other Party and Fixvision, whereby under a system for distance services, organised by Fixvision, only one or more techniques for remote communication, such as a website, telephone or other means of communication, are used for concluding the agreement.

Fee: The financial remuneration agreed with the Other Party for the performance of the assignment.

Distance selling: The agreement between the Other Party and Fixvision, whereby under a system for distance selling, organised by Fixvision, only one or more techniques for remote communication, such as a website, telephone or other means of communication are used for concluding the agreement.

Assignment: The agreement for services.

Agreement: All agreements concluded between Fixvision and the Other Party

Product: All matters that are the subject of the agreement concluded between Fixvision and the Other Party.

Other Party: The party that has accepted these general terms and conditions and has purchased the product and/or has given the instruction to provide the service.

Article 2 Scope

  1. These General Terms and Conditions apply to all offers and Agreements concluded between Fixvision and the Other Party, unless these General Terms and Conditions were expressly deviated from in writing by the parties
  2. These General Terms and Conditions also apply to agreements with Fixvision, in the performance of which third parties have to be involved.
  3. The applicability of any purchase conditions or other General Terms and Conditions of the Other Party is expressly rejected.
  4. If it has turned out that one or more provisions of these General Terms and Conditions are void or voidable, all other provisions of the General Terms and Conditions will remain in full force. If such situation occurs, Fixvision and the Other party will enter into consultations in order to agree on new provisions to replace the void or voidable provisions.
  5. Deviations from the Agreement and the General Terms and Conditions are only valid if expressly agreed with Fixvision in writing.

Article 3  Offers

  1. Offers are made in writing and/or electronically, unless this is impossible due to urgent circumstances.
  2. Offers are valid during the period stated in the offer. Offers lapse on expiry of this period.
  3. The offer is valid while stocks last.
  4. Fixvision cannot be compelled to adhere to its offers if the Other Party, in terms of reasonableness and fairness and in accordance with generally accepted standards, should have understood that this offer or any part thereof contains an obvious mistake or error in writing.
  5. If the acceptance deviates, on minor points or otherwise, from the proposal set out in the offer, Fixvision will not be bound by this. In that case, the Agreement will not be formed in accordance with this deviating acceptance, unless Fixvision states otherwise.
  6. A combined offer does not oblige Fixvision to supply part of the items included in the offer and/or to perform part of the Agreement for a corresponding part of the quoted price.
  7. Offers do not automatically apply to future orders or repeat orders.

Article 4 Conclusion of the agreement

  1. The Agreement is concluded through timely acceptance by the Other Party of Fixvision’s offer.

Article 5 Duration of the agreement

  1. The Agreement is entered into for an indefinite period of time, unless otherwise provided by the nature of the Agreement or if the parties have expressly agreed otherwise in writing.

Article 6 Amendents of the agreement

  1. If during the performance of the Agreement it turns out that the Agreement requires amendments or additions for a proper performance, Fixvision will inform the Other Party of this as soon as possible. The Parties will then adjust the Agreement in good time and in joint consultation.
  2. If the parties agree that the Agreement will be amended or supplemented, this may affect the time of completion of performance. Fixvision will inform the Other Party of this as soon as possible.
  3. If the amendment or addition to the Agreement will have financial, quantitative and/or qualitative consequences, Fixvision will inform the Other Party of this in advance.
  4. If a fixed Fee, price and/or rate has been agreed, Fixvision will indicate to what extent the amendment or addition to the Agreement will affect the price. If this is the case, Fixvision will try, if possible, to make an estimate in advance.
  5. Fixvision will not be able to charge any additional costs if the amendment or addition results from circumstances that can be attributed to Fixvision.
  6. Amendments to the Agreement originally concluded between the Other Party and Fixvision are valid from the time these amendments have been accepted by both parties in writing by means of an additional or amended Agreement.

Article 7 Termination

  1. Either party may terminate the Agreement early in writing at any time, with due regard for a notice period of 30 days, unless otherwise agreed by the parties.
  2. If the Client has terminated the Agreement early, the Contractor will be entitled to compensation because of the loss resulting from lower capacity utilisation created and to be demonstrated, for which compensation the average monthly invoice amount so far will be used as point of departure, unless the termination was based on facts and circumstances that can be attributed to the Contractor. The preliminary results of the work carried out so far will be made available to the Client with the necessary provisos.
  3. If one of the parties goes bankrupt, applies for a suspension of payment or ceases its business operations, the other party will be entitled to terminate the Agreement early without observing a notice period.
  4. If the Contractor has terminated the Agreement early, the Client will be entitled to the Contractor’s cooperation in the transfer to third parties of work yet to be performed. If the transfer of the work entails additional costs for the Contractor, these will be invoiced to the Client.

Article 8 Performance of the agreement

  1. Fixvision will perform the Agreement to the best of its insights and abilities and in accordance with the requirements of good workmanship.
  2. Fixvision is entitled to have certain activities carried out by third parties. The application of Book 7, article 407 paragraph 2 and Book 7, article 409 of the Dutch Civil Code is expressly excluded.
  3. Fixvision is entitled to perform the Agreement in stages.
  4. If the Agreement is performed in stages, Fixvision will be entitled to invoice and require payment for each separate part. If and as long as this invoice is not paid by the Other Party, Fixvision will not be obliged to carry out the next stage and will be entitled to suspend the Agreement.
  5. If the Agreement is performed in stages, Fixvision will be entitled to suspend the performance of those parts that fall under the next stages or stages until the Other Party has approved the results of the stage preceding this stage or these stages in writing.
  6. The Other Party ensures the timely provision of all data and instructions necessary for the performance of the Agreement or of which the Other Party knows or should reasonably understand that they are necessary for the performance of the Agreement, to Fixvision.
  7. If the aforementioned data and instructions are not provided or not provided in time, Fixvision will be entitled to suspend the performance of the Agreement. The additional costs that are incurred because of the delay will be borne by the Other Party.
  8. The application of Book 7, article 404 of the Dutch Civil Code is expressly excluded.

Article 9 Prices and rates

  1. All prices and rates are in euros, including VAT and other government levies, unless stated otherwise .
  2. All prices and rates are exclusive of travel, accommodation, packaging, delivery or shipping costs, unless otherwise indicated.
  3. A surcharge will be charged for shipments abroad.
  4. In good time before entering into the Agreement, Fixvision will provide the Other Party with a list of all additional costs or data, based on which these costs may be passed on to the Other Party.

Article 10 Changes in fees, prices and rates

  • If on conclusion of the Agreement Fixvision agrees a fixed Fee, price or rate, Fixvision will be entitled to increase such fee, even if the Fee, the price or the rate was initially not stated as subject to change.
  • If Fixvision intends to adjust the Fee, the price or the rate, it will inform the Other Party of this as soon as possible.
  • If the Fee, the price or the rate is increased within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:
    • the increase results from an entitlement or an obligation imposed on Fixvision under the law;
    • the increase is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not be foreseen at the time of entering into the Agreement;
    • Fixvision is prepared to perform the Agreement on the basis of what was originally agreed;
    • it has been stipulated that performance will take place later than three months after the time of conclusion of the Agreement.
  • If the Fee, the price or the rate is increased within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:
    • the increase results from an entitlement or an obligation imposed on Fixvision under the law;
    • Fixvision is prepared to perform the Agreement on the basis of what was originally agreed;
    • it has been stipulated that performance will take place later than three months after the time of conclusion of the Agreement.
  • The Other Party is entitled to terminate the Agreement if the Fee, the price or the rate is increased within three months after the conclusion of the Agreement, unless it was stipulated in the Agreement that performance will take place later than three months after the time of conclusion of the Agreement.

  • If Fixvision intends to increase the Fee, the price or the rate, it will inform the Other Party of this, stating the amount and the commencement date of the increase.

Article 11 Distance selling and/or services

  • This provision only applies to the Other Party in the capacity of Consumer.
  • In case of Distance selling, delivery shall be made within thirty days.
  • In case of Distance selling and/or services, Fixvision is entitled to stipulate that the Other Party make an advance payment to a maximum of 50 per cent.
  • In case of Distance selling, the Other Party is entitled to revoke the Agreement during fourteen calendar days after receipt of the items delivered by Fixvision, without stating reasons.
  • In case of Distance selling, the Other Party is entitled to revoke the Agreement after thirty calendar days if Fixvision has not supplied the product within thirty calendar days, unless the parties have agreed on an alternative delivery period.
  • In case of Distance services, the Other Party is entitled to revoke the Agreement during fourteen calendar days after conclusion of the Agreement, without stating reasons.
  • If Fixvision fails to meet its obligation to provide information or has not provided information in the correct form, the Other Party will be entitled to terminate the Agreement during three months after receipt of the items delivered by Fixvision or after conclusion of the Agreement, without stating reasons. If during these three months Fixvision does comply with its obligation to provide information, the period of fourteen calendar days will commence on the day after the day on which Fixvision has met this obligation.
  • The Client may revoke the Agreement through the standard form for withdrawal posted by Fixvision or in a way chosen by the Client itself.
  • The right of withdrawal lapses at the time the Service has been performed in full. The right of withdrawal also lapses if Fixvision has started performing the Service with the express prior permission from the Client and if the Client has acknowledged that it will lose its right of withdrawal once Fixvision has performed the Service in full.
  • If the Other Party returns the items delivered, the Other Party shall return them in proper packaging, with all accessories delivered, and in the original state. The shipping costs for returning are at the Other Party’s risk and expense.
  • If the Other Party has used its right of withdrawal, the Other Party will be obliged to return the items within fourteen calendar days, as the Other Party has notified Fixvision that it revokes the Agreement.
  • If the Other Party has used its right of withdrawal, Fixvision will repay the full down payment made, including the shipping costs paid, no later than fourteen calendar days after termination of the Agreement.
  • If the items cannot be delivered, Fixvision will inform the Other Party of this as soon as possible and will repay the full down payment within no more than fourteen calendar days. If Fixvision and the Other Party agree that an item of similar quality and price may be delivered, the shipping costs for returning will be borne by Fixvision. The preceding only applies if the Other Party uses its right of withdrawal during the cooling-off period.
  • The provisions of this article do not apply if the Agreement concerns:
    • immovable goods;
    • travel agreements;
    • services regarding accommodation, transport, hotels, restaurants or cafés
    • services that are performed on a certain date or during a certain period;
    • newspapers and magazines, including newsletters and fast messages;
    • products and/or services of which the price is subject to fluctuations that are beyond Fixvision’s control and that occur within the withdrawal period
    • sealed products of which the Other Party has broken the seal;
    • hygienic products of which the Other Party has broken the seal
    • products and/or services that are already delivered within the cooling-off period, with the Other Party’s consent;
    • products and/or services that cannot be returned because of their nature;
    • products and/or services that can decay or age quickly;
    • products and/or services of a personal nature
    • customised products and/or services

Article 12 Delivery

  1. Delivery takes place by placing the item under control of the Other Party. After delivery, the risk of the item passes to the Other Party.
  2. Delivery takes place by making the item available to the Other Party. After delivery, the risk of the item passes to the Other Party.
  3. The Other Party is obliged to take possession of the purchased items at the time of receiving them, unless this involves serious objections or unreasonable costs.
  4. If the Other Party refuses to take possession of the items at the place of delivery or omits to provide information or instructions necessary for delivery, the items intended for delivery will be stored at the risk and expense of the Other Party, after Fixvision has informed the Other Party of this.
  5. The Other Party is obliged to take possession of the purchased items at the time they are made available or handed over to it.
  6. If the Other Party refuses to take possession of the item at the place of delivery or omits to provide information or instructions necessary for delivery, the items intended for delivery will be stored at the risk and expense of the Other Party. In that case, the Other Party will owe any and all additional costs.

Article 13 Delivery periods

  1. Delivery will take place within a period set by Fixvision.
  2. If a period for delivery of the item has been agreed or set, this period will only be indicative and its expiry date will never be deemed a final deadline.
  3. If Fixvision needs information or instructions required for delivery from the Other Party, the delivery period will commence after the Other Party provided such information or instructions to Fixvision.
  4. In case of exceeding the delivery period, the Other Party shall give Fixvision written notice of default, while offering Fixvision a reasonable period for delivering the item.
  5. Notice of default is not required if delivery has become permanently impossible or it has otherwise become apparent that Fixvision will not meet its obligations under the Agreement. If Fixvision does not proceed to delivery within this period, the Other Party will be entitled to terminate the Agreement and/or demand compensation without legal intervention.

Article 14 Implementation periods

  1. The work will be carried out within a period stated by Fixvision.
  2. If a period has been agreed or stated for the performance of certain activities, that period will only be indicative and its expiry date will never be deemed a final deadline.
  3. If Fixvision needs information or instructions required for delivery from the Other Party, the implementation period will commence after the Other Party provided such information or instructions to Fixvision.
  4. In case the implementation period is exceeded, the Other party shall give Fixvision written notice of default, while offering Fixvision a reasonable period for performing the Agreement.
  5. Notice of default is not required if performance has become permanently impossible or it has otherwise become apparent that Fixvision will not meet its obligations under the Agreement. If Fixvision does not proceed to performance within this period, the Other Party will be entitled to terminate the Agreement and/or demand compensation without legal intervention.

Article 15 Risk transfer

  1. The items that are the subject matter of the Agreement will be at the risk and expense of Fixvision until the time they are put into the Other Party’s possession.
  2. The risk of loss of, damage to or decrease in value of items that are the subject matter of the Agreement transfers to the Other Party at the time the items are put into the possession of the Other Party or a third party to be designated by the Other Party.
  3. The items that are the subject matter of the Agreement will be at the risk and expense of Fixvision until the time they are made available to the Other Party.
  4. The risk of loss of, damage to or decrease in value of items that are the subject matter of the Agreement transfers to the Other Party at the time the items have been made available to the Other Party or a third party to be designated by the Other Party.

Article 16 Hosting

  1. Fixvision does not have its own hosting.
  2. Fixvision engages a third party for the purpose of hosting. In this case, Fixvision acts in the capacity of reseller.
  3. If the Client exceeds the data traffic limit, Fixvision will be entitled to charge an amount for this.
  4. The hosting provider provides all guarantees regarding the hosting. Fixvision does not provide any guarantee regarding the hosting.
  5. Under no circumstance will Fixvision be liable and responsible for damage caused by shortcomings on the part of third parties engaged by Fixvision.
  6. Under no circumstance will Fixvision be liable for damage caused by downtime, breakdowns, decommissioning or loss of data on the part of the hosting provider and third parties engaged by Fixvision, regardless of the cause.

Article 17 Payment

  1. Payment is made by transfer to a bank account designated by Fixvision at the time of purchase or delivery, unless agreed otherwise.
  2. Payment can be made in advance as well as in arrears.
  3. Payment in arrears shall be made within 14 days after the invoice date, in a manner and a currency to be designated by Fixvision, unless agreed otherwise.
  4. The Client is not authorised to deduct any amount from the amount payable because of any counterclaim it makes.
  5. Fixvision is entitled to invoice the Other Party for work carried out in the previous period. Invoicing will take place once a month.
  6. Fixvision and the Other Party may agree that payment in made in instalments in proportion to the progress of the work. If payment in instalments has been agreed, the Other Party will have to make payments in accordance with the instalments and the percentages as set out in this Agreement.
  7. Objections to the amount of the invoice will never suspend payment obligations.
  8. On expiry of 14 days after the invoice date, the Other Party will be in default by operation of law, without notice of default being required. From the moment of being in default, the Other Party owes a monthly interest of 3% on the amount due and payable, unless the statutory interest is higher.
  9. In case of bankruptcy, suspension of payment or guardianship, the amounts owed to Fixvision and the Other Party’s obligations in respect of Fixvision are immediately due and payable.

Article 18 Collection costs

  1. If the Other Party is in default of or fails to perform its obligations (in a timely fashion), all reasonable costs incurred to obtain an out-of-court settlement will be for the account of the Other Party. In any case, the Other Party will owe collection costs.
  2. With regard to the extrajudicial costs (including extrajudicial collection costs), Fixvision is entitled to receive the legally permitted maximum compensation as stipulated in the Extrajudicial Collection Costs (Fees) Decree from the Other Party.
  3. Fixvision will only be entitled to any payment of the extrajudicial costs (including extrajudicial collection costs) if after the occurrence of the default, Fixvision has sent the Other Party a demand to pay the outstanding invoice or invoices within 14 days.
  4. With regard to the extrajudicial costs (including extrajudicial collection costs), Fixvision is entitled, in derogation from Book 6, article 96 paragraph 5 of the Dutch Civil Code and the Extrajudicial Collection Costs (Fees) Decree, to a compensation of 15% of the total amount outstanding, with a minimum of € 90, for each invoice that has not been paid or has not been paid in full.
  5. Any reasonable judicial costs and enforcement costs incurred will also be borne by the Other Party

Article 19 Retention of title

  1. All items delivered by Fixvision in the performance of the Agreement remain the property of Fixvision until the Other Party has properly performed all of its obligations and has fully paid everything it owes under the Agreement.
  2. The amount owed also includes: payment for all costs and interest, also for deliveries and services provided at an earlier or later time, as well as claims for compensation because of failure to perform.
  3. As long as the title of the items delivered has not transferred to the Other Party, it may not sell on, pledge or in any other way encumber anything that falls under the retention of title, unless in the ordinary course of its business.

Article 20 Suspension

  1. If the Other Party fails to perform an obligation under the Agreement or fails to perform any obligation under the Agreement in full or in a timely or proper manner, Fixvision will be entitled to suspend performance of the corresponding obligation. In case of partial or improper performance, suspension is only permitted to the extent justified by the failure.
  2. Fixvision will also be authorised to suspend performance of the obligations if:
    • after entering into the Agreement, Fixvision learns of circumstances that give good grounds for fearing that the Other Party will be unable to meet its obligations;
    • on entering into the Agreement, the Other Party has been requested to provide security for meeting its obligations and this security is not forthcoming or is insufficient;
    • circumstances occur that are of such nature that performance of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required from Fixvision

3.    Fixvision reserves the right to claim compensation of damage.

Article 21 Dissolution

  1. If the Other Party fails to perform an obligation under the Agreement or fails to perform any obligation under the Agreement in full or in a timely or proper manner, Fixvision will be entitled to dissolve the Agreement with immediate effect, unless the failure does not justify dissolution, given is minor significance.
  2. Fixvision will also be authorised to dissolve the Agreement with immediate effect if:

    after entering into the Agreement, Fixvision learns of circumstances that give good grounds for fearing that the Other party will be unable to meet its obligations;  on entering into the Agreement, the Other Party has been requested to provide security for meeting its obligations and this security is not forthcoming or is insufficient; - because of any delay on the part of the Other Party, Fixvision can no longer reasonably be required to perform the Agreement on the conditions originally agreed; - circumstances occur that are of such nature that performance of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required from Fixvision; - the Other Party is declared bankrupt, applies for a suspension of payment, request a debt restructuring for natural persons, is confronted with an attachment of all or part of its assets; - the Other Party is placed under guardianship; - the Other Party dies.

  3. Dissolution is effected by means of a written notice without judicial intervention.

  4. If the Agreement is dissolved, Fixvision’s claims against the Other Party shall be immediately due and payable.

  5. If Fixvision dissolves the Agreement on one of the above grounds, Fixvision will not be liable for any costs or compensation of damage.

  6. If the dissolution can be attributed to the Other Party, the Other Party will be liable for the damage suffered by Fixvision.

Article 21 Force marjeure

  1. A shortcoming cannot be attributed to Fixvision or the Other Party, if this shortcoming is not the fault of the party concerned or for which this party can be held accountable by law, by a legal act or according to generally accepted standards. In this case, the parties are not obliged to fulfil the obligations arising from the Agreement.
  2. In these General Terms and Conditions, force majeure is taken to mean, in addition to everything provided for at law or in case law, all external causes, foreseen or unforeseen, on which Fixvision does not have any influence and that result in Fixvision being unable to fulfil its obligations.
  3. Situations causing force majeure include inter alia: work strike, exclusion, fire, water damage, natural disasters or other external contingencies, mobilisation, war, transport impediments, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machine parts, shortage of labour, as well as all circumstances that impede the normal course of business, as a result of which performance of the Agreement cannot reasonably be required from the Other Party.
  4. Fixvision is entitled to rely on force majeure if the circumstance preventing (further) performance of the Agreement occurs after Fixvision should have fulfilled its obligation.
  5. In case of force majeure, the parties are not obliged to continue the Agreement, nor to pay any compensation for damage.
  6. During the period in which the force majeure situation continues, both Fixvision and the Other Party may fully or partly suspend the obligations under the Agreement. If this period lasts for more than 2 months, both parties are entitled to terminate the Agreement with immediate effect, by means of a written notice and without judicial intervention, without the parties being entitled to any compensation for damage.
  7. If the force majeure situation is temporary, Fixvision reserves the right to suspend the agreed performance for the duration of the force majeure situation. In case of a permanent force majeure situation, both parties are entitled to dissolve the Agreement extrajudicially.
  8. If Fixvision has already fulfilled or will be able to fulfil part of its obligations when the force majeure situation arises, and independent value accrues to the part fulfilled or to be fulfilled, Fixvision will be entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Article 23 Guarnatees

  1. Fixvision guarantees that the items delivered conform to the agreement. Fixvision also guarantees that the items delivered meet the customary requirements and standards that may reasonably be set for them, and that the items have those qualities that, considering all circumstances, are necessary for normal use.
  2. Fixvision guarantees that the work it performs is in agreement with the agreement and is carried out with good workmanship and using sound materials.
  3. The guarantee referred to in these General Terms and Conditions is valid for use within the Netherlands.
  4. With regard to Products, the guarantee is valid for 1 month from the time of delivery, unless the nature of the item(s) delivered requires otherwise or the parties have agreed otherwise. After expiry of the guarantee period, all costs for repair or replacement, including administration costs, shipping costs and call-out charges, will be charged to the Other Party.
  5. With regard to Services, the guarantee is valid for 1 month, unless the nature of the items delivered requires otherwise or the parties have agreed otherwise. After expiry of the guarantee period, all costs for repair or replacement, including administration costs, shipping costs and call-out charges, will be charged to the Other Party.
  6. If the item delivered was manufactured by a third party, the guarantee provided by this third party will apply, unless otherwise indicated.
  7. If the Product delivered and/or the Service provided does not meet the guarantee, Fixvision will, after being notified thereof, proceed to replacement or repair without charges.
  8. If the guarantee period has expired, all costs for repair or replacement, including administration costs, shipping costs and call-out charges, will be borne by the Other Party.
  9. All forms of guarantee will lapse if a shortcoming has occurred as a result of incompetent use or insufficient care, or results from changes made by the Other Party of third parties to the item(s) delivered, nor is Fixvision responsible for any damage arisen as a result of these shortcomings.
  10. The guarantee also lapses if the shortcoming is caused by or the result of circumstances that are beyond Fixvision’s control. These circumstances include inter alia weather conditions.

Article 24 Inspection and complaints

  1. The Other Party is obliged to inspect the items delivered at the time of delivery, but in any case within 7 days after delivery. The Other Party is obliged to inspect the Service at the time of provision, but in any case within 7 days after provision. When doing so, the Other Party shall investigate whether the quality and quantity of the items delivered and the Service provided meet the agreements made, or at least meet the requirements applicable in normal business transactions.
  2. Visible defects and shortcomings shall be reported to Fixvision in writing within 3 days after delivery of the Product. The defective Product shall be returned together with the receipt, unless this is impossible or unreasonably onerous.
  3. Visible defects and shortcomings shall be reported to Fixvision in writing within 3 days after provision of the Service.
  4. Non-visible defects and shortcomings shall be reported to Fixvision in writing within 3 days after delivery of the Product. The defective Product shall be returned together with the receipt, unless this is impossible or unreasonably onerous.
  5. The right to a full or partial refund, repair or replacement or compensation for damage will lapse if defects are not reported within the period set, unless the nature of the Product and/or Service or the circumstances of the case require a longer period.
  6. Any shipping costs incurred for returning the defective Product at the written request of the Other Party will be refunded by Fixvision to the Other Party. Costs other than shipping costs will not be refunded by Fixvision, unless agreed in writing. The shipping costs will never be refunded if the Other Party has not asked Fixvision for dispatch in writing.
  7. The payment obligation is not suspended if the Other Party informs Fixvision of the defect within the period set.
  8. If a complaint is submitted in time, the Other Party will remain obliged to purchase and pay Product and/or Service concerned, unless no independent value accrues to the purchased Product and/or Service.

Article 25 Liability

  1. Performance of the Assignment is fully at the risk and responsibility of the Other Party. Fixvision is only liable for direct damage caused by intent or gross neglect on the part of Fixvision.
  2. Fixvision is never liable for indirect damage, including in any case consequential damage, lost profits, lost savings, business interruption or immaterial damage suffered by the Other Party. In the event of consumer sale, this limitation will not go further than permitted under Book 7, article 24 paragraph 2 of the Dutch Civil Code.
  3. Fixvision is not liable for damage of whatever nature, arisen because Fixvision proceeded from incorrect and/or incomplete information provided by the Other Party, unless this incorrectness or incompleteness should have been apparent to Fixvision.
  4. If Fixvision were liable for any damage, Fixvision’s liability will be limited to a maximum of once the amount stated on the invoice or the amount Fixvision is entitled to under the insurance taken out by Fixvision, plus the deduction to be borne by Fixvision according to the insurance policy.
  5. The Other Party shall report the damage for which Fixvision can be held liable as soon as possible, but in any case within 10 days after the damage arose, to Fixvision, subject to lapse of any right to compensation for this damage.
  6. Each action for liability in respect of Fixvision lapses within one year after the Other Party has become aware or should reasonably have been aware of the event giving rise to the damage.

Article 26 Indemnification

  1. The Other Party indemnifies Fixvision against any claims made by third parties that suffer damage related to the performance of the Agreement, which damage is attributable to the Other Party.
  2. If an action is brought against Fixvision by third parties, the Other party will be obliged to assist Fixvision at law and otherwise. All costs and damage on the part of Fixvision and third parties will further be at the Other Party’s expense and risk

Article 27 Time limit

  1. In derogation of the statutory time limit, a time limit of one year applies to all claims against Fixvision and any third parties engaged by Fixvision.
  2. The above does not apply to claims based on the non-conformity to the Agreement of the item delivered. In this case, the claims expire after two years after the Other Party informed Fixvision about the defect in the item delivered.

Article 28 Intellectual property

  1. Fixvision reserves the rights and powers it is entitled to by virtue of the Copyright Act and other intellectual property laws and regulations.
  2. Fixvision reserves the right to use any knowledge accrued in the performance of the work for other purposes, insofar as no confidential information is communicated to third parties in the process.

Article 29 Privacy and cookies

  1. Fixvision will maintain the data and information provided by the Other Party to Fixvision and collected by Fixvision with all due care and confidentiality.
  2. Fixvision is solely permitted to use the Other Party’s personal data in the context of the performance of its obligation to deliver or for dealing with a complaint.
  3. During visits to our website, Fixvision may use cookies to collect information about the Other Party’s use of the website.
  4. The information collected by Fixvision through cookies may be used for functional and analytic purposes.
  5. Fixvision is not permitted to lend, rent, sell or in any way disclose the Other Party’s personal data.
  6. If pursuant to a statutory provision or court order Fixvision is obliged to provide confidential information to third parties and Fixvision is unable to rely on any right to refuse to do so, provided by law or acknowledged or permitted by the competent court, Fixvision will not be obliged to pay compensation, and the Other Party will not be entitled to terminate the Agreement based on any damage resulting therefrom.
  7. The Other Party agrees to Fixvision contacting the Other Party for statistical research or client satisfaction surveys. If the Other Party does not want to be contacted for surveys, the Other Party may communicate this.
  8. Fixvision reserves the right to use the Other Party’s other data in an anonymised format for (statistical) research and database.

Article 30 Newsletter

  1. The Other Party may sign up for the newsletter.
  2. The newsletter keeps the Other Party informed of the latest news and developments.
  3. The Other Party receives the newsletter by post and by email.
  4. The Other Party may deregister from the newsletter at any time in writing or via the hyperlink. In that case, the Other Party will no longer receive messages.

Article 31 Applicable law and dispute

  1. Dutch law exclusively applies to all legal relationships to which Fixvision is a party. This also applies if a contractual obligation is fully or partly performed abroad or if the Other Party has its residence abroad.
  2. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
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