GENERAL TERMS AND CONDITIONS Visser Visible Communication

E-mail: info@visservisible.com
Website: www.visservisible.com

Article 1 – Definitions

Visser Visible Communication: Visser Visible Communication, established in Assen, Chamber of Commerce no. 51702630.
Customer: the party which Visser Visible Communication has entered into an agreement with.
Parties: Visser Visible Communication and customer together.
Consumer: a customer who is an individual acting for private purposes.

Article 2 – Applicability

These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Visser Visible Communication.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Article 3 – Offers and quotations

Offers and quotations from Visser Visible Communication are without engagement, unless expressly stated otherwise.
An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Article 4 – Acceptance

Upon acceptance of a quotation or offer without engagement, Visser Visible Communication reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
Verbal acceptance of the customer only commits Visser Visible Communication after the customer has confirmed this in writing (or electronically).

Article 5 – Prices

All prices used by Visser Visible Communication are in euros, are excluding VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
Visser Visible Communication is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
The price with regard to services is determined by Visser Visible Communication on the basis of the actual working hours.
The price is calculated according to the usual hourly rates of Visser Visible Communication, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
If the parties have agreed on a total price for a service provided by Visser Visible Communication, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
Visser Visible Communication is entitled to deviate up to 10% of the target price.
If the target price exceeds 10%, Visser Visible Communication must let the customer know in due time why a higher price is justified.
If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
Visser Visible Communication has the right to adjust prices annually.
Visser Visible Communication will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with Visser Visible Communication if he does not agree with the price increase.

Article 6 – Payments and payment term

Visser Visible Communication may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
The customer must have paid the full amount within 21 days, after delivery.
Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Visser Visible Communication having to send the customer a reminder or to put him in default.
Visser Visible Communication reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Article 7 – Consequences of late payment

If the customer does not pay within the agreed term, Visser Visible Communication is entitled to charge an interest per month for non-commercial transactions and an interest per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Visser Visible Communication.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, Visser Visible Communication may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Visser Visible Communication on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by Visser Visible Communication, he is still obliged to pay the agreed price to Visser Visible Communication.

Article 8 – Right of withdrawal

A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
the consumer has not renounced his right of withdrawal
it concerns a service that is fully performed with the consumer’s consent within the cooling-off period and for which the consumer has expressly declared that he waives his right of withdrawal
The cooling-off period of 14 days as referred to in paragraph 1 commences:
1. on the day after the consumer has received the last product or part of 1 order
1. as soon as the consumer has received the first the product of a subscription
1. as soon as the consumer has confirmed the purchase of digital content via the internet
The consumer can notify his right of withdrawal via info@visservisible.com.

Article 9 – Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 10 – Settlement

The customer waives his right to settle any debt to Visser Visible Communication with any claim on Visser Visible Communication.

Article 11 – Insurance

The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
1. goods delivered that are necessary for the execution of the underlying agreement
1. goods being property of Visser Visible Communication that are present at the premises of the customer
1. goods that have been delivered under retention of title
At the first request of Visser Visible Communication, the customer provides the policy for these insurances for inspection.

Article 12 – Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Visser Visible Communication, not obligations of results.

Article 13 – Performance of the agreement

Visser Visible Communication executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Visser Visible Communication has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that Visser Visible Communication can start the implementation of the agreement on time.
If the customer has not ensured that Visser Visible Communication can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Article 14 – Duty to inform by the customer

The customer shall make available to Visser Visible Communication all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, Visser Visible Communication will return the relevant documents.
If the customer does not timely and properly provides the information, data or documents reasonably required by Visser Visible Communication and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Article 15 – Duration of the service agreement

The agreement between Visser Visible Communication and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.

Article 16 – Cancellation of the contract for an indefinite period of time

The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 2 months.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Article 17 – Intellectual property

Visser Visible Communication retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written permission from Visser Visible Communication, nor show them to third parties and / or make them available or use them in any other way.

Article 18 – Confidentiality

The parties agree to keep any information, in any form, received from each other confidential.
This also applies to all other information concerning the other party that the receiving party knows or reasonably suspects to be confidential, or that they can reasonably expect may cause harm to the other party if disclosed.
Both parties shall take all necessary measures to ensure that they, their employees, and any subcontractors they engage maintain the confidentiality of the information referred to in paragraphs 1 and 2. The parties shall also ensure that their subcontractors are bound by the same confidentiality obligations as those described in this article.
The confidentiality obligation described in this article does not apply to information:
that was already public before the receiving party became aware of it, or that later became public without being the result of a breach of confidentiality;
that must be disclosed pursuant to a legal obligation.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 19 – Penalties

If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Visser Visible Communication an immediately due and payable fine of € 1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Visser Visible Communication including its right to claim compensation in addition to the fine.

Article 20 – Indemnity

The customer indemnifies Visser Visible Communication against all third-party claims that are related to the products and/or services supplied by Visser Visible Communication.

Article 21 – Complaints

The customer must examine a product or service provided by Visser Visible Communication as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Visser Visible Communication of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform Visser Visible Communication of this within two months after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings, so that Visser Visible Communication is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Visser Visible Communication being forced to perform other work than has been agreed.

Article 22 – Giving notice

The customer must provide any notice of default to Visser Visible Communication in writing.
It is the responsibility of the customer that a notice of default actually reaches Visser Visible Communication (in time).

Article 23 – Joint and several Client liabilities

If Visser Visible Communication enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Visser Visible Communication under that agreement.

Article 24 – Liability of Visser Visible Communication

Visser Visible Communication is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Visser Visible Communication is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
Visser Visible Communication is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If Visser Visible Communication is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 25 – Expiry period

Every right of the customer to compensation from Visser Visible Communication shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

Article 26 – Dissolution

The customer has the right to dissolve the agreement if Visser Visible Communication imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfillment of the obligations by Visser Visible Communication is not permanent or temporarily impossible, dissolution can only take place after Visser Visible Communication is in default.
Visser Visible Communication has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Visser Visible Communication good grounds to fear that the customer will not be able to fulfill his obligations properly.

Article 27 – Force majeure

In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Visser Visible Communication in the fulfillment of any obligation to the customer cannot be attributed to Visser Visible Communication in any situation independent of the will of Visser Visible Communication, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Visser Visible Communication .
The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises as a result of which Visser Visible Communication cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Visser Visible Communication can comply with it.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
Visser Visible Communication does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Article 28 – Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Article 29 – Changes in the general terms and conditions

Visser Visible Communication is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Visser Visible Communication with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Article 30 – Transfer of rights

The customer cannot transfer its rights deferring from an agreement with Visser Visible Communication to third parties without the prior written consent of Visser Visible Communication.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Article 31 – Consequences of nullity or annullability

If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Visser Visible Communication had in mind when drafting the conditions on that issue.

Article 32 – Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Visser Visible Communication is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 15 november 2024.