Terms and conditions

Article 1 – Applicability of these terms and conditions

These terms and conditions apply to all offers made by Euro Optics B.V., agreements for the delivery and/or manufacture of goods and/or the provision of services, as well as to deliveries and completions, unless otherwise agreed in writing with Euro Optics B.V. Changes made by clients to their own terms and conditions will not be accepted by Euro Optics B.V.

Article 2 – Quotations

A. All offers, regardless of whether they are made in a special quotation, price lists, stock statements or otherwise, are entirely without obligation, unless expressly agreed otherwise.

B. All agreements, even if and insofar as they have been entered into by intermediaries whether or not in the service of Euro Optics B.V., shall only be binding on Euro Optics B.V. after they have been confirmed in writing or verbally by Euro Optics B.V. or by a person expressly authorised by it to do so, or have been executed without prior confirmation of the order.

C. The order confirmation shall be deemed to be correct and agreed upon unless written objections are received within … hours/days after dispatch by Euro Optics B.V.

D. If the client expressly requests a quotation but the order to which the quotation relates is not placed, the costs incurred by Euro Optics B.V. in preparing the quotation may be charged, insofar as this is customary.

Article 3 – Amendments to the agreement

A. If, after the order has been placed, changes are still required in its execution, these must be communicated to Euro Optics B.V. in good time and in writing. If the changes in question are communicated verbally or by telephone, the risk of implementing them will be borne by the client.

B. Euro Optics B.V. reserves the right to adjust the price in the event of changes to the order.

C. Changes to an order that has already been placed may result in Euro Optics B.V. exceeding the delivery time agreed prior to the changes. Euro Optics B.V. accepts no responsibility for such delays.

Article 4 – Performance of the agreement

A. Euro Optics B.V. determines the manner in which it believes the assignment should be carried out. It has a duty to inform the client in advance, upon request, about the manner in which the assignment will be carried out, unless this is contrary to the nature of the assignment.

B. Euro Optics B.V. is entitled, without the client's consent, to outsource the assignment or parts thereof to or have them performed by third parties not employed by it, if, in its opinion, this promotes the proper or efficient execution of the assignment.

Article 5 – Additional and reduced work

A. Euro Optics B.V. is entitled to carry out additional work and charge for it without the client's prior consent if, in the opinion of Euro Optics B.V., this additional work is necessary for the completion of the assignment and if the costs associated with this additional work do not exceed 10% of the originally agreed amount.

B. If the additional work deviates by more than 10% from the originally agreed amount, the parties shall consult on the measures to be taken.

C. In the event of reduced work, the client will be charged 10% of the reduced price as compensation for costs incurred and lost profit.

Article 6 – Prices

A. The prices of Euro Optics B.V. are net and without deduction or discount, unless otherwise agreed.

B. The prices quoted by Euro Optics B.V. are calculated for delivery to the company. If delivery is requested elsewhere at the client's request, the additional costs associated with this shall be borne by the client.

C. Quotations shall only be made on the basis of the prices applicable at the time of concluding the agreement.

D. If, after the agreement has been concluded, the prices of materials, raw materials or semi-finished products, wages, premiums of any kind, freight, taxes, exchange rates and/or other factors that determine the price of the goods or services undergo a change, Euro Optics B.V. is entitled to pass on these changes to the client accordingly.

E. If this price increase takes place within three months of the conclusion of the agreement, the client shall be entitled, provided that it notifies Euro Optics B.V. in writing within three days of becoming aware of the price increase , to withdraw the order and to limit itself to paying for the work already performed, based on the prices applicable before the increase.

Article 7 – Client's duty to provide information

A. The client shall ensure that all information reasonably required by Euro Optics B.V. for the adequate execution of the assignment, in its opinion, is provided to Euro Optics B.V. in the desired form.

B. Euro Optics B.V. has the right to suspend the execution of the assignment until the client has fulfilled the obligation referred to in the previous paragraph.

Article 8 – Delivery

A. Delivery times (and repair times) are non-binding and are only approximate. Exceeding the delivery time can never, even after notice of default, give rise to a claim for compensation, unless the client has expressly stipulated in writing that there is a strict deadline, or this is clearly apparent from the agreement.

B. From the moment goods are set aside for the client, this is done at the client's expense and risk.

C. If goods sold or services offered by Euro Optics B.V. are not accepted by the buyer or client after being offered to them, they will remain at their disposal for … hours/days/weeks. During this period, the goods will be stored at their expense and risk. After the aforementioned period, Euro Optics B.V. shall be entitled – at the discretion of Euro Optics B.V. – either to demand performance of the agreement or to dissolve it without judicial intervention, without prejudice to Euro Optics B.V.'s right to compensation from the purchaser or client.

D. Materials or goods replaced during repairs will be transferred to the client if this is expressly requested when the repair order is placed. Otherwise, the client is deemed to have unconditionally relinquished these materials and goods in favour of Euro Optics B.V., without the client being entitled to any compensation. If and insofar as Euro Optics B.V. deems it necessary and/or desirable, Euro Optics B.V. is entitled to destroy the replaced materials or goods or have them destroyed.

Article 9 – Security

A. Euro Optics B.V. is always entitled, before commencing or continuing the work and before delivering or continuing to deliver, to demand sufficient security for the fulfilment of the client's payment obligations, at the discretion of Euro Optics B.V.

B. If the required security is not provided, or is provided in an insufficient manner, or if the legal form of the client has changed, Euro Optics B.V. shall be entitled to terminate the agreement in whole or in part without judicial intervention and to take back any goods already delivered and not yet processed, without prejudice to the rights of Euro Optics B.V. to payment of what is due upon termination of the agreement for work performed, deliveries made and costs incurred. The adequacy of the security provided is at the discretion of Euro Optics B.V..

Article 10 – Payment

A. Unless otherwise agreed in writing, payment shall be made either in cash to Euro Optics B.V. or by transfer to a bank or giro account designated by Euro Optics B.V. upon delivery of the goods or immediately after the services have been performed. Full or partial advance payment may be required in some cases.

B. For purchases on account, which may only be made with the prior written consent of the management, payment must be received by Euro Optics B.V. within 14 days of the invoice date.

Article 11 – Breach of contract by the client

A. If the client fails to fulfil its payment obligation or any other provision of the agreement, or fails to do so in a timely or proper manner, or only partially, if its goods are seized, applies for a moratorium on payments, or if bankruptcy proceedings are initiated against them, they shall be deemed to be in default by operation of law and the total amount owed to Euro Optics B.V. shall become immediately due and payable without notice or notice of default, regardless of any previous agreements regarding payment terms.

B. The amount referred to under A shall be increased by default interest of 2% per month calculated from the invoice date (part of a month counted as a whole month) on the gross invoice amount, until the time of full payment.

C. In the cases referred to under A, Euro Optics B.V. also has the right to suspend the performance of any agreements that are still in force, or to terminate any agreement with the client in whole or in part, at the discretion of Euro Optics B.V., without judicial intervention, without any obligation on the part of Euro Optics B.V. to pay any compensation whatsoever to the client, insofar as this is justified by breach of contract or the circumstances.

D. If Euro Optics B.V. is compelled to refer an unpaid invoice to a third party (solicitor, bailiff, debt collection agency, etc.) for collection, Euro Optics B.V. is entitled to charge the debtor compensation for the costs incurred by Euro Optics B.V. incurred – of at least 15% of the gross invoice value (with a minimum of £250), plus £30 in administration costs.

Article 12 – Right of retention

Euro Optics B.V. is entitled to retain goods that Euro Optics B.V. has in its possession from and for the client until all costs incurred by Euro Optics B.V. incurred in the performance of assignments for the aforementioned client, regardless of whether these assignments relate to the aforementioned or other goods of the client, unless the client has provided sufficient security for the costs.

Article 13 – Retention of title

A. If goods have been delivered before the relevant invoice – including if it relates to costs and/or damage – has been paid in full, these goods remain the property of Euro Optics B.V. until full payment has been made. As long as payment for the goods has not been made in full, the client is not entitled to dispose of or encumber the goods, rent them out, pledge them or make them available to third parties under any name whatsoever, or attach them to immovable property that does not belong to us.

B. In the event of a breach by the client of the preceding paragraph, the client shall owe Euro Optics B.V. an immediately payable penalty amounting to 1½ times the net invoice value, without prejudice to Euro Optics B.V.'s right to additional compensation.

C. In the event of a purchase and sale agreement with a client, the client is obliged to insure the delivered goods against fire and vandalism, theft, embezzlement, third-party claims and own risk, either at their own expense or liable to us for the full damage to these goods arising for Euro Optics B.V. from the aforementioned incidents.

Article 14 – Force majeure

A. Euro Optics B.V. is not liable for the non-performance, incorrect performance or late performance of orders placed with Euro Optics B.V. if this is the result of force majeure in the broadest sense of the word. Force majeure includes: serious disruptions in the production process and otherwise, war – in and outside the Netherlands – riots, epidemics, natural disasters, fire and other calamities, transport difficulties, strikes, lockouts, government measures.

B. In the event of a permanent force majeure situation, Euro Optics B.V. will immediately notify the client. Upon receipt of this notification, the client will have the right to cancel the order in writing within … hours/days, but will be obliged to purchase from Euro Optics B.V. and compensate it for the part of the order that has been carried out.

C. If the force majeure is of a temporary nature, Euro Optics B.V. has the right to suspend the execution of the agreement until the circumstance causing the force majeure no longer exists. If the force majeure is of a temporary nature but is expected to last longer than .. hours/days/weeks/months, the provisions of paragraph B apply.

Article 15 – Liability

A. Subject to mandatory provisions of law regarding (product) liability, and with due observance of the rules of public order and good faith, Euro Optics B.V. is not obliged to pay any compensation for damage of any kind, direct or indirect, including trading loss, damage to movable or immovable property, or damage to persons, suffered by the client.

B. The liability of Euro Optics B.V. shall in any case not exceed the amount for which it is insured or, if it has not taken out insurance in this regard, the amount for which an entrepreneur with a business such as that of Euro Optics B.V. would normally take out insurance.

C. Euro Optics B.V. shall at all times be entitled, if and insofar as possible, to remedy the damage suffered by the client.

Article 16 – Complaints

A. A client who is dissatisfied with the goods delivered or work performed by us that is not covered by a special warranty may submit a written complaint within … hours/days after receipt of those goods or after completion of that work. If the complaint proves to be justified, Euro Optics B.V. will, at its discretion, either replace or repair the goods or work performed, or refund the money paid minus the costs incurred.

B. Complaints regarding the invoice may be submitted in writing within … hours/days.

C. The provisions under A do not apply if there is only a minor deviation from what has been agreed. When assessing whether a delivery deviates beyond the permissible limits, an average must be taken from the delivery; rejection cannot be based on individual items or units.

Article 17 – Warranty

A. The goods supplied by Euro Optics B.V. are covered exclusively by the warranty provided by the relevant manufacturer or supplier to Euro Optics B.V. and fulfilled towards Euro Optics B.V.

B. Repairs and/or materials, which may incur additional costs, such as towing, freight, accommodation and interest costs, must be paid immediately. A refund will be granted in the event of acceptance of the warranty claim by the manufacturer or supplier, up to a maximum of the amount reimbursed to Euro Optics B.V.

Article 18 – Termination

A. All agreements other than those entered into for an indefinite period shall terminate upon their completion or at the time determined by the parties or by custom.

B. Termination of an agreement for an indefinite period must be done in writing, observing a notice period of at least .. days/weeks/months.

C. If one of the parties can no longer reasonably be expected to continue the agreement without the circumstances giving rise to this being at the expense and/or risk of that party, the agreement may be terminated with a notice period shorter than .. days/weeks/months, or without a notice period.

D. The party that terminates the agreement without being authorised to do so, or without observing the prescribed or further agreed notice period, shall be liable for any damage suffered by the other party as a result.

Article 19 – Limitation period

All legal claims of the client under an agreement subject to these terms and conditions shall lapse, except as provided in Article 6:191 of the Dutch Civil Code, after one year, calculated from the date on which the goods were delivered or should have been delivered, or from the date on which the work was completed or should have been completed.

Article 20 – Disputes

A. With regard to disputes arising from or in connection with agreements concluded by us, the court with jurisdiction at the place of business of Euro Optics B.V. shall have exclusive jurisdiction, except in cases where the subdistrict court has jurisdiction, unless the disputes do not relate to the client's business or profession.

B. Dutch law shall apply solely and exclusively.