General conditions

General conditions of sale and delivery

Seeh B.V. located 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 expressly stated otherwise:

Seeh.: the user of the general terms and conditions of presale 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 purchased 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 deviated from expressly and in writing by the parties.
The present conditions also apply to all agreements with seeh., for the execution of which third parties should be involved.
General terms and conditions of the buyer shall only apply if it has been expressly agreed in writing that they shall apply to the agreement to the exclusion of these terms and conditions. In that case, any remaining conflicting provisions in the general terms and conditions of seeh. and buyer shall only apply between the parties if and insofar as they form part of the terms and conditions of seeh.
Should one or more provisions of these general terms and conditions be null and void or be annulled, the other provisions of these general terms and conditions shall remain fully applicable. seeh. and purchaser shall then consult in order to agree on new provisions to replace the null and void or annulled provisions, whereby, if and to the extent possible, the purpose and purport of the original provision shall be observed.
Any deviation from these terms and conditions applies only once or for a clearly specified time period and is effective only upon written confirmation.

Article 3 Offers and quotations

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

Article 3.2 Granting an assignment

An agreement between seeh. and purchaser is established by:

- placing an order via seeh.' s website or;
- submitting an order coupon by a user at a Hans Anders branch.
After the provision of the order vouchers by seeh. the responsibility for the issuance of these order vouchers falls entirely on the buyer.
An order receipt must have the purchaser's name and address, receipt numbers and issue date.
Copies of assignment receipts are not valid and will not be accepted.
Assignment slips 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 execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this based on the then known state of science.
If and insofar as a proper execution of the agreement requires it, seeh. has the right to have certain activities performed by third parties.
The purchaser shall ensure that all data, which seeh. indicates to be necessary or which the purchaser should reasonably understand to be necessary for the execution of the agreement, shall be provided to seeh. in good time. If the data required for the execution of the agreement have not been provided to seeh. in good time, seeh. shall be entitled to suspend the 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. shall not be liable for damages of any kind, due to seeh. having relied on incorrect and/or incomplete data provided by the buyer, unless this incorrectness or incompleteness should have been apparent to seeh.
If it has been agreed that the agreement will be executed in phases, seeh. may suspend the execution of those parts belonging to a subsequent phase until the buyer has approved in writing the results of the preceding phase.
If work is carried out by seeh. or third parties called in by seeh. in connection with the assignment at the buyer's location or a location designated by the buyer, the buyer shall provide the facilities reasonably required by those employees free of charge.
Buyer shall indemnify seeh. against any claims of third parties, who suffer damages in connection with the execution of the agreement and which are attributable to buyer.

Article 5 Delivery

Delivery takes place:

- by picking up the goods at seeh 's warehouse or;
- by picking up the goods at a Hans Anders branch or;
- by delivery to the purchaser from seeh's warehouse .
The buyer shall be obliged to take delivery of the purchased goods at the time they are made available to him. The moment of making the goods available 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) at which seeh. offers the goods to the agreed address.
Call orders which have not been called in their entirety by the buyer within the agreed period shall entitle seeh. to send the goods not yet called to the buyer. The buyer is obliged to accept and pay for the goods.
If the buyer refuses to take delivery or neglects to provide information or instructions necessary for delivery, seeh. shall be entitled to store the goods at the expense and risk of the buyer. If the purchaser continues to refuse to take delivery for a period of 14 days, seeh . shall be entitled to dissolve the agreement, in which case the purchaser 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 will then be invoiced separately.
If seeh. requires data from the buyer as part of the execution of the agreement, the delivery time shall commence after the buyer has made these available to seeh.
If seeh. has specified a delivery time, it is indicative. A given delivery period is therefore never a deadline. If a term is exceeded, the buyer shall give written notice of default to seeh.
seeh. shall be 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. shall be entitled to invoice the thus delivered separately.
Customer-specific goods are only kept in stock after signing a separate agreement. The agreed stock level must always be taken within 12 months. Upon termination of the agreement, the buyer must take delivery of the remaining stock within 1 month. Failure to take delivery on time entitles seeh. to invoice customer-specific stock not taken. Buyer is then obliged to pay that invoice regardless of any call off and/or delivery.

Article 6 Right of withdrawal (cancellation).

After the formation of the agreement, the buyer has the right to cancel the order up to 14 days after receipt of the item, although seeh. may at any time attach conditions to such cancellation at its discretion.
The conditions set by seeh. in case of cancellation after shipment of the ordered goods are at least (without prejudice to the right to set more and other conditions):

- The return of the goods must be complete, undamaged and unused, including accompanying documentation and warranty certificates and including a copy of the invoice from seeh.
- The items to be returned must be properly packed in original packaging and clearly marked on the outside with the purchaser's details and order number. The buyer is responsible for any damage or loss during transport as a result of not properly packing the goods to be returned.
- The return shipment will be made by and at the expense of the buyer.
Depreciation in value of returned products, for any reason, shall be borne by the buyer.
The right to cancel does not apply in case of:

- Software, image or sound carriers or computer software, of which the seal has been broken;
- Products ordered or composed especially for buyer/user
- The delivery of items that are not suitable to be returned for reasons of health protection or hygiene and of which the seal has been broken after delivery;
- Products especially tailored or customized for buyer/user
- OP=OP products;
- Products of which seeh. expressly state that the right does not apply.
- All items manufactured according to buyer/user specifications 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, in accordance with the above conditions, buyer will receive a refund of the amount paid by him within 30 days.

Article 7 Samples and models

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

Article 8 Examination, complaints

The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, the Buyer shall examine whether the quality and quantity of the goods delivered are in accordance with what was agreed, or at least meet the requirements applicable to them in normal (commercial) dealings.
Any visible defects or shortages must be reported in writing to seeh. within three days of delivery. Non-visible defects or shortages must be reported within three weeks of discovery but no later than 12 months after delivery.
If, pursuant to the previous paragraph, a timely complaint is made, the buyer shall remain obliged to accept and pay for the purchased goods. If the purchaser wishes to return defective goods, this shall be done with the prior written consent of seeh. in the manner indicated by seeh.
As long as the full payment obligation has not been fulfilled, seeh. will not consider complaints. seeh. shall always be entitled, when considering 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 considering a complaint.

Article 9 Fees, price and costs

If seeh. has agreed a fixed sales price with the buyer, seeh. shall nevertheless be entitled to increase the price if interim price changes have occurred.
seeh. may pass on price increases, among other things, if significant price changes have occurred between the time of the offer and the execution of the agreement in respect of, for example, exchange rates, wages, raw materials, semi-manufactured 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 administrative costs), unless otherwise indicated.
Prices as listed on the website are subject to typing errors or (not yet implemented) price changes. Prices as mentioned in the webshop may differ from the prices in the store. The buyer can not derive any rights from this.

Article 10 Modification of the agreement

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

Article 11 Payment

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

Article 12 Retention of title

All items 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 the following obligations under all agreements concluded with seeh.
The buyer is not authorized to pledge or otherwise encumber the items subject to retention of title.
If third parties seize goods delivered under retention of title or wish to establish or assert rights thereon, purchaser 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 policy of this insurance available for inspection on demand.
Items delivered by seeh. which are subject to retention of title by virtue of the provisions under 1. of this article may only be resold 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 indicated in this article, the buyer hereby unconditionally and irrevocably authorizes seeh. or third parties to be appointed by it, to enter all those places where the property of seeh. is located and to take back these goods.

Article 13 Warranty

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

Article 14 Collection costs

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

Article 15 Suspension and dissolution

seeh. shall be authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if:

- Buyer does not fulfil or does not fully fulfil the obligations arising from the agreement;
- Buyer is in a state of bankruptcy, suspension of payment or cessation or liquidation of (the company of) the buyer;
- Circumstances come to the knowledge of seeh. after the conclusion of the agreement, giving good ground to fear that the buyer will not fulfil the obligations. In case there is good reason to fear that the buyer will only partially or improperly fulfill his obligations, suspension is only allowed to the extent that the shortcoming justifies it;
- Buyer at the conclusion of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient. As soon as security has been provided, the authority to suspend expires, unless this satisfaction has been unreasonably delayed as a result.
Furthermore, seeh. shall be authorized to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfillment of the agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the agreement can no longer be reasonably expected.
If the agreement is dissolved, the claims of seeh. on the buyer shall be immediately due and payable. If seeh. suspends the fulfillment of its obligations, it shall retain its claims under the law and the agreement.
seeh. always retains the right to claim damages.

Article 16 Return of items made available

If seeh. has made items available to buyer in the execution of the agreement, buyer is obliged to return the thus delivered items within 14 days in original condition, free of defects and in full. If the buyer fails to comply with this obligation, all resulting costs shall be at his expense.
If, for any reason whatsoever, after a reminder to that effect, purchaser still remains in default with the obligation mentioned under 1., seeh. shall be entitled to recover the resulting damage and costs, including replacement costs, from purchaser.

Article 17 Liability

If items delivered by seeh. are defective, seeh. 's liability to the buyer is limited to what is regulated under "Guarantees" in these terms and conditions.
If seeh. is liable for direct damage, this liability shall be limited to a maximum of twice the purchase price, at least the purchase price of that part of the agreement to which the liability relates. The liability shall at all times be limited to a maximum of the amount of the payment to be provided by the insurer of seeh. in the occurring case.
Direct damage is exclusively understood to mean:

- the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage in the sense of these terms and conditions;
- any reasonable costs incurred to have the defective performance of seeh. meet 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 led to the limitation of direct damage as referred to in these general terms and conditions.
seeh. shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, missed savings and damages 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 of seeh. or its subordinates.

Article 17 Liability

If items delivered by seeh. are defective, seeh. 's liability to the buyer is limited to what is regulated under "Guarantees" in these terms and conditions.
If seeh. is liable for direct damage, this liability shall be limited to a maximum of twice the purchase price, at least the purchase price of that part of the agreement to which the liability relates. The liability shall at all times be limited to a maximum of the amount of the payment to be provided by the insurer of seeh. in the occurring case.
Direct damage is exclusively understood to mean:

- the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage in the sense of these terms and conditions;
- any reasonable costs incurred to have the defective performance of seeh. meet 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 led to the limitation of direct damage as referred to in these general terms and conditions.
seeh. shall never be liable for indirect damages, including - but not limited to - consequential damages, lost profits, missed savings and damages 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 of seeh. or its subordinates.

Article 18 Transfer of risk

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

Article 19 Force majeure

Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, a legal act or generally accepted practice.
In these general terms and conditions, force majeure shall be understood, in addition to its definition in the law and case law, to include all external causes, foreseen or unforeseen, over which seeh. cannot exercise any influence, but which prevent seeh. from fulfilling its obligations. Strikes at the company of seeh. are included.
seeh. also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after seeh. should have fulfilled its commitment.
The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
Insofar as seeh. has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, seeh. shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The buyer shall be obliged to pay this invoice as if it were a separate claim.

Article 20 Indemnities

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

Article 21 Intellectual property and copyrights

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

Article 22 Confidentiality

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

Article 23 Non-acquisition of personnel

For the duration of the agreement as well as for one year after termination thereof, the buyer shall not in any way, except after proper businesslike consultation has taken place with seeh., take on employees of seeh. or of enterprises which seeh. has called upon for the execution of this agreement and which are (have been) involved in the execution of the agreement, or otherwise, directly or indirectly, let them work for him.

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 option of seeh. by the court with relative jurisdiction under the law.
The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Article 25 Applicable law

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

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

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

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