- Clause 1 Point of sale:
The articles may only be displayed and offered for sale at the delivery address. A fixed compensation of 200 euros is agreed for each article that is displayed and/or offered for sale at a different address. The same compensation will be due in the event of any resale to third parties. The Counterparty undertakes, on pain of the same compensation referred to above, to refrain from selling the articles below the recommended retail price. The Counterparty will be invoiced for the amount of the compensation and it is subject to the current general payment conditions.
- Clause 2 Orders, delivery dates, deliveries:
As soon as the order is placed the Counterparty undertakes to buy the article. The delivery dates are merely indicated for information and are not binding. Any delay in the delivery cannot give rise to compensation, nor to cancellation of the order. Goods delivered will not be taken back.
- Clause 3 Agents:
Business entered into by our agents is only valid after approval by BBIG B.V.
- Clause 5 Publicity material:
The publicity material provided to the Counterparty remains the property of BBIG B.V.; the Counterparty is obliged to return this material at the first request. All costs for recovering this material will be borne by the Counterparty.
- Clause 6 Prices:
Our prices are excluding VAT and do not include any transport and administration costs or other levies by the authorities, unless otherwise indicated.
- Clause 7 Warranty:
1) The frames of BBIG B.V. have a warranty of one year after the sale date against faults in manufacturing and materials.
2) In the event of a defect the replacement part or frame will be supplied and invoiced.
3) If the defect in the part or frame relates to a fault in manufacturing or materials, the amount will be subsequently credited. This will take place after we have received the faulty part or frame.
4) If the defect in the part or frame does not relate to a fault in manufacturing or materials, the amount will not be credited. If you require certainty with regard to the defect and any right under the warranty, you can send the faulty part to BBIG B.V. for their assessment.
5) Should a part not be available, we will do our utmost to satisfy your customer. If within three years after having bought the product the optician no longer has a part available and if no alternative is possible or acceptable, BBIG B.V. will provide a fitting solution as described below:
The consumer chooses a different frame from the BBIG B.V. same product range.
• The dealer returns the faulty frame to BBIG B.V. quoting the said Packing Slip number.
• BBIG B.V. will fully reimburse for the frame if the frame is indeed less than 1 year old.
6) If the faults have been caused by inaccurate use, the warranty will lapse.
- Clause 8 Payment, Collection Costs:
1) Payment must take place within 14 days after the invoice date in a manner to be indicated by BBIG B.V. and in the currency of the invoice unless otherwise indicated in writing by BBIG B.V. BBIG B.V. is entitled to send invoices periodically.
2) If the Counterparty remains in default of paying an invoice on time, the Counterparty will be in default by operation of law. In that case the Counterparty will owe interest of 1% per month unless the statutory interest is higher, in which case the statutory interest will be due. The interest on the amount due and payable will be calculated from the moment that the Counterparty is in default until the moment at which the outstanding amount has been paid in full.
3) BBIG B.V. is entitled to allow the payments made by the Counterparty to serve firstly to reduce the costs, then to reduce the interest outstanding and finally to reduce the principal amount and the current interest.
4) BBIG B.V. can refuse a payment offer without defaulting if the Counterparty indicates a different sequence for the allocation of the payment. BBIG B.V. can refuse the full payment of the principal amount if the outstanding and current interest and the debt collecting costs are not paid together with it.
5) The Counterparty will never be entitled to set-off any amounts it owes to BBIG B.V. Objections to the amount of an invoice will not suspend the payment obligation. Neither will a Counterparty who cannot rely on part 6.5.3 (Sections 231 to 247, Book 6 of the Dutch Civil Code) be entitled to suspend payment of an invoice for any other reason.
6) If the Counterparty fails to fulfil (or fulfil in time) its obligations or is in default of this, all the reasonable costs of obtaining extrajudicial payment will be at the expense of the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collecting practice, currently the calculation method according to ‘Rapport Voorwerk II’. However, if BBIG B.V. has incurred higher debt collection costs which were reasonably required, the costs actually incurred will be eligible for reimbursement. Any court costs and execution costs incurred will also be recovered from the Counterparty. The Counterparty will also owe interest on the collection costs due.
- Clause 9 Retention of title:
1) Any items delivered by BBIG B.V. in connection with the agreement remain the property of BBIG B.V. until the Counterparty has properly fulfilled all the obligations in the agreement(s) entered into with BBIG B.V.
2) Items supplied by BBIG B.V. which are covered by the retention of title pursuant to paragraph 1, shall not be resold and shall never be used as a means of payment. The Counterparty is not entitled to pledge the items covered by the retention of title or to encumber them in any other way.
3) The Counterparty should always do everything that can reasonably be expected of it in order to safeguard the ownership rights of BBIG B.V.
4) If third parties seize items covered by the retention of title or want to establish rights or have rights exercised on them, the Counterparty will be obliged to inform BBIG B.V. of this immediately.
5) The Counterparty undertakes to take out insurance on the items supplied under the retention of title covering against damage by fire, explosion and water as well as against theft, to maintain this insurance and to provide the policy of this insurance for inspection to BBIG B.V. at the first request. In the event of any insurance payments, BBIG B.V. will be entitled to these payments. Insofar as this is necessary the Counterparty undertakes to BBIG B.V. in advance to cooperate with anything that might be (or appear to be) necessary or desirable in that connection.
6) In the event that BBIG B.V. wants to exercise its ownership rights as indicated in this Clause, the Counterparty gives in advance an unconditional and irrevocable consent to BBIG B.V. and third parties to be indicated by BBIG B.V. to access all those places where the properties of BBIG B.V. are situated and to take back those items.
- Clause 10 Complaints and liability:
The goods are transported at the risk of the sender, also with regard to delivery and returns. Complaints must be submitted in writing not later than 8 days after the delivery date, failing which any right to complain will lapse. Complaints with regard to any delivery do not give the right to refrain from payment or to defer any invoice.
- Clause 11 Copying models:
Any form of copying in the broadest sense of the word either directly or indirectly is formally forbidden. It is agreed between the parties that under title of penalty clause and under application of Article 1019 of the Dutch Civil Code compensation of 620 euros will be due for each specimen arising from copying.
- Clause 12 Deviating conditions:
The conditions applicable to our acts and activities can only be deviated from with our explicit written consent. Any conditions of our clients or others, under any title whatsoever and in the broadest sense of the word, are invalid and not binding on us.
- Clause 13 Disputes:
Dutch law exclusively applies to all legal relationships in which BBIG B.V. is a party, even if a contractual obligation is fully or partially executed abroad of if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
The District Court of ’s Hertogenbosch has exclusive jurisdiction to hear disputes unless otherwise provided for in mandatory legislation. Nevertheless BBIG B.V. will be entitled to submit the dispute to the Court having jurisdiction according to the law.
The parties will rely on the Court only after they have done their utmost to settle any dispute in mutual consultation.
- Clause 14 Acceptance of Conditions:
By the mere fact of placing an order the Counterparty declares its agreement to the Conditions referred to herein.
- Clause 15: Finally:
These Conditions are filed with the Chamber of Commerce in Eindhoven.
The latest filed version will at all times be applicable, or the version as it was in force during the formation of the legal relationship with BBIG B.V.
The Dutch text of the General Terms and Conditions is at all times determinant for their interpretation.