TERMS AND CONDITIONS


General Terms and Conditions of HEREweHOLO in Rijswijk, hereinafter referred to as HEREweHOLO, for agreements regarding sales, rental and facility services in the field of Audiovisual Techniques, as filed with the Chamber of Commerce in The Hague.


DEFINITIONS:
HEREweHOLO: the private company with limited liability HEREweHOLO, with its registered office in Rijswijk, and all its branches.


Client: Unless explicitly agreed otherwise, the client is the party mentioned as the addressee on a quotation, quotation and / or order confirmation, the person mentioned as the contracting party in an agreement or the party with which HEREweHOLO concludes an agreement.


Agreement: the agreement between HEREweHOLO and the Client.


I. GENERAL PART
Applicability
Unless explicitly agreed otherwise in writing, all activities, quotations, quotations, agreements and agreements (including but not limited to the delivery of goods and the provision of services, including the rental and sale of equipment and the provision of personnel) , and these terms and conditions apply to all other legal relationships between the parties. The applicability of purchasing or other conditions of the Client is hereby expressly rejected.


Offers
All offers, quotations, quotations and other expressions of HEREweHOLO are without obligation, unless explicitly stated otherwise in writing by HEREweHOLO. HEREweHOLO is entitled, if after issuing a quotation and / or quotation no agreement is ultimately concluded, to charge all costs that it has had to incur in the context of the aforementioned quotation and / or quotation to the Client.

 

HEREweHOLO can revoke an offer up to 10 working days after receipt of the acceptance. For incorrect and / or incomplete information from third parties in, for example, brochures, product descriptions, manuals, etc., which VISION2WATCH passes on, no liability is accepted on any grounds whatsoever.

 

(Verbal) Agreements or agreements with subordinates only bind HEREweHOLO insofar as they are confirmed in writing by persons who can validly represent HEREweHOLO. HEREweHOLO does not provide any guarantee with regard to the suitability of its products for the purposes set by the Client. Nor is it liable in this respect, unless the aforementioned suitability has been explicitly confirmed by HEREweHOLO in advance. Client is obliged to investigate the suitability of the goods for its specific purposes. Any liability for any damage that may arise during or as a result of the use of the goods is excluded.


Delivery / execution times and default
Deliveries are made entirely at the expense and risk of the Client, unless otherwise agreed in writing.


All (delivery) periods stated or agreed by HEREweHOLO are to the best of its knowledge and can be determined on the basis of the data known to VISION2WATCH when the Agreement was concluded. HEREweHOLO makes every effort to ensure that the goods and services to be delivered by it are delivered at the agreed time.

The mere exceeding of an agreed (delivery) term does not put HEREweHOLO in default. If the set term is exceeded, HEREweHOLO only accepts written notice of default in which HEREweHOLO is set a further reasonable term for compliance, taking into account all circumstances. If an advance payment or a down payment has been agreed, a term for delivery or performance does not start to run until the payment has been received.

 

HEREweHOLO is at all times entitled to outsource the implementation of the Agreement in whole or in part to third parties, or to be assisted by third parties in the implementation of the Agreement.


Prices and payment
If the Client agrees to the quotation drawn up by HEREweHOLO, the Client is obliged to pay the predetermined down payment. Unless otherwise agreed in writing, the down payment for Clients within the Netherlands is fixed at 60% of the total offer amount including VAT; a down payment of 100% of the total invoice amount applies to Clients outside the Netherlands. Even if payment has been agreed afterwards, HEREweHOLO has the right, if it deems there to be grounds for this to secure the payment, to demand full or partial payment in advance and to suspend the fulfillment of its obligations until full payment has been obtained.


Unless otherwise agreed in writing, payment of the purchase, rental or facility order price takes place no later than 30 days after the invoice date. Even if payment has been agreed afterwards, HEREweHOLO has the right, if it deems there to be grounds for this to secure the payment, to demand full or partial payment in advance and to suspend the fulfillment of its obligations until full payment has been obtained.

 

In the event of late payment, the statutory interest is due on the unpaid amount without notice of default being required, or, if higher, an interest of 1% per month, whereby part of a month counts as a full month. The collection costs will also be recovered from the Client.

 

HEREweHOLO will start project related work after receiving the down payment. HEREweHOLO cannot be held responsible for delays or other problems arising from late payment or default of the deposit. HEREweHOLO reserves the right to move delivery dates as a result
of late payment or complete default of the deposit.

 

If payment in installments is agreed, the Client will receive a payment schedule from HEREweHOLO. For each payment due, the Client will receive a separate invoice, payment of which must be made within 14 days of the invoice date, unless otherwise agreed in writing. Invoices relating to partial deliveries must be paid within the applicable payment term.


An increase in the price-determining costs between the conclusion and the completion of the execution of the agreement can be passed on to the Client. Payment of the purchase, rental or facility order price takes place at the place and at the latest at the time agreed.


Set-off against a counterclaim is only permitted insofar as the counterclaim has been recognized by HEREweHOLO or has been irrevocably established in law.


Termination of the contract
In the event that the Client does not, not timely or not properly fulfill one of its obligations under the Agreement, as well as in the event of bankruptcy, suspension of payment, application for this, closure or liquidation of the Client's business, or if it is taken over by third parties , the Client is deemed to be in default by operation of law, without a notice of default being required.

 

HEREweHOLO is then entitled to dissolve the Agreements existing between it and the Client insofar as they have not yet been performed without judicial intervention, or to suspend the implementation thereof and to demand immediate payment from the Client for the work already performed or delivered.
goods as well as compensation for damage, costs and interest, including the profit lost by HEREweHOLO. This provision is without prejudice to HEREweHOLO's right to enforce its retention of title.


The client irrevocably authorizes HEREweHOLO to enter all areas containing any goods belonging to it in order to return them to its possession.

Complaints
Any complaints with regard to goods delivered by HEREweHOLO, work performed and / or invoice amounts drawn up must be submitted to HEREweHOLO by registered letter within 10 working days after delivery of the goods, termination of the work and / or sending of the invoice, respectively, to HEREweHOLO, stating of relevant facts and circumstances, failing which the Client will have none
rights will be asserted.


Failure to comply with an obligation is not attributable if that failure is the result of or is related to a circumstance, whether or not foreseeable, beyond the control of a party. In any case, such a state of war, riots, sabotage, natural disaster, bad weather conditions, fire, lightning strike, explosion, release of hazardous substances and / or gases, strike, occupation, blockade, boycott, failure of supplier and / or transporter, measure of the government including foreign
(e.g. prohibition of import, export, production, supply).


(Extra) judicial costs
The costs incurred by HEREweHOLO in taking action outside and / or in court due to the failure to fulfill one or more obligations towards HEREweHOLO must be fully reimbursed by the Client.


Extent of liability for damage
HEREweHOLO attributably fails in any case no more than € 15,000 in case of sale, rental and facility assignment. If the limitation of liability in a given case is judged to be unreasonably onerous or unacceptable, a limitation applies that is still acceptable, taking into account all the circumstances of the case.


Damage that is not reported to HEREweHOLO within 10 days after discovery or that is suffered 1 year after implementation of the relevant agreement, is no longer eligible for compensation.

Use
The Client is not permitted to use the delivered goods for any other purpose or at a different place than the agreed destination and location, to rent them to third parties or to not relinquish them for use other than in the normal business operations of the Client, to pledge or otherwise encumber or dispose of.


Client is not entitled to transfer its rights or obligations arising from the contract to third parties.


The client must use the delivered items carefully and in accordance with the instructions of HEREweHOLO.


Intellectual property rights
HEREweHOLO retains all intellectual property rights with regard to all audiovisual works, models, drawings, sketches, software, products, designs, images, and other results of the Agreement that are or may be subject to intellectual property rights. Provided that the Client has fully complied with all its obligations under the Agreement, the Client will only receive the
non-exclusive right to publish and reproduce the audiovisual work if and in accordance with the provisions of the Agreement.

 

HEREweHOLO will grant the Client a non-exclusive and non-transferable right of use with regard to any software that may or may not be incorporated in the supplied hardware for the duration and for the hardware in which the software is incorporated or delivered. HEREweHOLO or its licensor (s) remains the owner of the intellectual property rights in the software. Client only obtains a right of use.


Unless legally stipulated otherwise, the Client is not entitled to copy, reverse engineer, change or further develop the software. Unless otherwise agreed in writing, the Client is only entitled to use software for its own use and is not authorized to dispose of it or to hand it over to third parties or use it under whatever title.