TERMS AND CONDITIONS
In these general terms and conditions, the following words have the meaning stated after them, unless the context indicates the contrary:
General terms and conditions means these general terms and conditions.
Day means calendar day.
Isosky means the company Isosky, located at Kampenstraat 2D, in Oldenzaal and registered in the Trade Register of the Chamber of Commerce under number 08085987
Customer means any legal person or natural person, acting in the exercise of his profession or business, who enters into or wishes to enter into an agreement with Isosky.
Website means the website of Isosky, being www.isosky.nl.
- These general terms and conditions apply to all offers, quotations, agreements and all ensuing obligations with the customer. Insofar as the customer (also) orders other products or services to which special general terms and conditions apply, these will also be declared applicable to the agreement between the customer and Isosky.
- If the customer declares or refers to its own general terms and conditions applicable to an agreement with Isosky, those general terms and conditions will not be accepted by Isosky and Isosky's general terms and conditions prevail, unless expressly agreed otherwise at an earlier stage.
- The general terms and conditions have been communicated to the customer in advance and can always be consulted via the website and can also be downloaded as a PDF file. The general terms and conditions will be sent free of charge on request.
- Everything that is stipulated in these general terms and conditions and in any further agreements for the benefit of Isosky, is also stipulated for the benefit of third parties engaged by Isosky.
- These general terms and conditions do not apply to offers to and agreements with natural persons who do not act in the exercise of a profession or business.
Offers / quotations
- All offers / quotations from Isosky are without obligation and can always be revoked by it, even if they contain a term for acceptance. Offers / quotations can also be revoked by Isosky in writing within seven days after receipt of acceptance, in which case no agreement has been concluded between the parties.
- Offers / quotations can only be accepted in writing (including acceptance by fax or electronically). Isosky is nevertheless entitled to accept an oral acceptance as if it had been made in writing. If the customer places an order on the Isosky website, then this order is final when the customer presses the order button or receives an order confirmation by email. The moment the customer receives confirmation from Isosky by email, a binding agreement is concluded between the parties.
- Information contained in advertising material in the broadest sense of the word, such as catalogs, price lists, brochures, third-party websites, etc. is never binding on Isosky.
- Unless explicitly agreed otherwise in writing, measurements, weights and other information are estimates that are as reliable as possible.
- All prices charged by Isosky are based on the price-determining factors known at the time of the offer / quotation.
- Unless explicitly agreed otherwise in writing, the prices indicated by Isosky are always exclusive of VAT and exclusive of shipping costs.
- Isosky is entitled to adjust the prices or parts thereof for not yet delivered and / or unpaid goods or services to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
- Isosky is always entitled to adjust the prices without delay if a statutory price-determining factor gives cause to do so.
- Isosky is at all times entitled to demand security from the customer for the correct and timely fulfillment of its payment obligations.
- If delivery takes place in parts, each part can be invoiced separately by Isosky, unless otherwise agreed in writing with the customer.
- In case of payment default, Isosky is entitled to suspend or dissolve the execution of the agreement and all related agreements.
- All payments must be made to a bank account number in the Netherlands to be designated by Isosky.
- Payments made by the customer always serve to settle all interest and costs owed and subsequently payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
- The customer waives any right to settlement of amounts owed to each other. Settlement by the customer is not permitted.
- Making payments from the customer to Isosky electronically, including via the internet and by credit cards, is at the risk of the customer. Isosky is not liable for damage to the customer related to or the result of payments electronically, via the internet or by means of credit cards. The provision of credit card information by the customer to Isosky via the internet or otherwise is at the customer's own risk.
- Isosky reserves the right to charge a deposit of 50 to 100% for newly registered companies.
Accounts and Registration
- The consumer can create an account or otherwise register on the website. Isosky reserves the right to refuse an application for such a registration or to withdraw the registration, for example after detection of irregularities.
- The login details are strictly personal and may not be made available to third parties. The consumer is responsible for the use of his login details, even if this happens without his knowledge.
- The consumer will immediately warn Isosky if he suspects that his login details are known to a third party or irregularities occur in any other way.
- The consumer is not allowed to request or manage more than one account. Furthermore, the consumer is not permitted to request or manage an account (again) after Isosky has refused the consumer's request for an account or has canceled an account of the consumer after registration.
- The place of delivery is in all cases - unless otherwise agreed in writing - the actual or the location of the customer specified by the customer at the time of the order or the location with which the contract was concluded.
- The statement of delivery terms in offers / quotations, confirmations and / or contracts are made to the best of our knowledge and will be observed as much as possible, but they can never be regarded as a deadline.
- The customer undertakes to enable Isosky to make the delivery.
- The customer guarantees at his own expense and risk that:
a.Isosky is provided with the cooperation necessary for the performance of the performance;
b. the ordered goods or services are purchased; and
c. the delivery can take place under normal working conditions, during normal working hours from 8 a.m. to 6 p.m.
- If the ordered goods or services have been offered to the customer for delivery, but delivery has not proved possible due to the fact that the customer has not fulfilled one of the obligations referred to in paragraphs 3 and 4 above, acceptance will be deemed to have been refused. From this moment on, the customer is in default by operation of law without further notice of default by Isosky being required. The day on which the purchase is refused is deemed to be the delivery date of the ordered goods or services. From this moment on, the items are also at the risk of the customer, in accordance with the "Transfer of risk" article in these general terms and conditions.
- Without prejudice to the obligation to pay, in the case referred to in paragraph 5, the customer is obliged to compensate damage suffered by Isosky as a result of the refusal, including costs for storage and transport, the latter costs being related to the usual local costs. prices.
Transfer of risk
Regardless of what has been agreed between Isosky and the customer regarding the costs of transport and insurance, the goods remain at the risk of Isosky, until the moment that they have passed into the actual power of disposal of the customer or of the third party or third parties engaged by the customer. by signing waybills, checklists and / or packing lists or by actual delivery.
- Isosky does not offer a more extensive warranty on delivered goods than the warranty
- (terms and conditions) of the manufacturer of these items, without however affecting the rights of the buyer arising from mandatory legal provisions.
- However, Isosky is never responsible for the ultimate suitability of the goods for each individual application by the customer, nor for any advice regarding the use or application of the goods.
- The customer is obliged to check the delivered goods immediately upon receipt. If it appears that the delivered item is incorrect, inadequate or incomplete, then the customer (before proceeding to return it to Isosky) must immediately report these defects in writing to Isosky. Any defects or incorrectly delivered goods must and can be reported to Isosky in writing no later than 8 days after delivery. The goods must be returned in the original packaging (including accessories and accompanying documentation) and in new condition. Taking into use after detection of defect, damage occurring after detection of defect, encumbrance and / or resale after detection of defect, completely voids this right to complain and return.
- If complaints from the customer are found to be well-founded by Isosky, Isosky will, at its option, either replace the goods delivered free of charge or make a written arrangement with the customer about the compensation, on the understanding that the liability of Isosky and therefore the amount of the compensation is always limited. is up to a maximum of the invoice amount of the relevant goods, or (at Isosky's option) up to the maximum amount covered by Isosky's liability insurance in the relevant case. Any liability of Isosky for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage or damage due to loss of profit.
- Isosky is not liable for damage caused by intent or equivalent deliberate recklessness of non-managerial personnel.
- This warranty does not apply if:
A) and as long as the customer is in default towards Isosky;
B) the customer has repaired and / or processed the delivered goods himself or has them repaired / or processed by third parties.
C) the delivered goods have been exposed to abnormal conditions or are otherwise handled carelessly or have been treated contrary to the instructions of Isosky and / or instructions on the packaging;
D) the inadequacy is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used;
- The installation of an Isosky cloud ceiling is done by placing the photo panels. Support clips are placed on the profile of the suspended ceiling. The LED panel lamp is then placed on this. This floats, as it were, ± 4 centimeters above the photo panel. Because it is not a closed system, it is possible that insects, for example, move between this space. This is visible in the photo panel. The panel lamp can be lifted by the customer for removal and cleaning.
- Sufficient space is required for mounting above the suspended ceiling, 30 centimeters or more. The customer must determine whether the ceiling can support the products of Isosky, for example in consultation with the installer of the suspended ceiling.
- Isosky does not guarantee installation. It is possible that the LED panel light goes out or starts blinking. This may mean that the cable or connection is incorrect. In this case a re-connection of the lamp to the driver (transformer) is usually the solution.
Retention of title
- Ownership of the goods delivered by Isosky to the customer will only pass to the customer when the customer has paid everything that Isosky could claim or receive under all agreements with the customer and services or work performed in that context.
- Notwithstanding the provisions of paragraph 1, the customer is authorized to use the items he has received from Isosky in the context of his normal business activities.
- The customer is never entitled to encumber, pledge, transfer as security and / or loan and / or hand over goods delivered subject to retention of title in any way. Nor is the customer entitled to make any changes to the case.
- If the customer is in default of fulfilling his obligations, Isosky is entitled to have the goods belonging to it recovered from the place where they are located at the expense of the customer.
- Upon or immediately after delivery, the customer must investigate whether the goods delivered or the services provided comply with the agreement.
- The customer cannot rely on the fact that goods delivered or services provided do not comply with the agreement, if he fails to do this investigation or if he has not notified Isosky of the defects in writing within the term stated below.
- Visible defects must be reported to Isosky in writing within five working days after delivery or after the relevant services have been performed.
- Hidden defects must be reported in writing immediately after the customer has discovered them, but no later than two months after delivery of goods or provision of the service.
- Complaints may only be returned to Isosky with the express prior consent of Isosky. Return shipments must be provided with the original packaging. Returns must in all cases be done according to instructions from Isosky. Isosky reserves the right to require that the said items be sent to an address specified by it.
- In the event of complaints that are, in Isosky's opinion, well-founded and duly submitted, Isosky, at its discretion, taking into account the interests of the customer and the nature of the complaint, is obliged to either replace / exchange the goods delivered or services provided. either granting a price discount. Supplied LED panel lamps can be discontinued and Isosky is forced to supply an alternative. As a result, there may be color differences and / or difference in the light output with replacement products.
- The right of complaint lapses if the delivered item is no longer in the same condition as it was delivered.
- Complaints about invoices must be submitted in writing within five working days after the date of sending the invoice.
- If one of the parties fails to fulfill one or more of its obligation (s) under the agreement, the other party will give notice of default, unless compliance with the relevant obligation (s) is already permanently impossible, in which case the negligent party is immediately in default. The notice of default will be given in writing, whereby the negligent party will be given a reasonable term to still fulfill its obligations. This term has the character of a strict deadline. Isosky's liability towards the customer for direct damage in the event of non-performance, late performance or improper performance is limited to the net invoice value of the goods or services concerned.
- The limitation referred to in paragraph 1 also applies if Isosky is held liable by the customer on grounds other than the agreement concluded between them.
- Direct damage is exclusively understood to mean:
a.reasonable costs that one party would have to incur to have a performance of the other party conform to the agreement. However, this damage will not be compensated if that other party has terminated the agreement;
b. reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage within the meaning of the general terms and conditions;
and / or
c. reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have led to limitation of direct damage within the meaning of these conditions.
- Isosky is never liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business interruption and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
- The customer must ensure that the ceiling can support the extra weight of the cloud ceiling - possibly in consultation with an installer. If necessary, the construction should be reinforced.
- The limitation of liability does not apply if there is intent or gross negligence on the part of directors and executives of Isosky.
- Isosky is never liable with regard to the materials made available by the customer to Isosky in connection with the agreement. The customer undertakes to take out adequate insurance for these materials.
- Without prejudice to the above, Isosky is not liable if the damage is due to intent and / or gross negligence and / or culpable action or injudicious or improper use of the goods delivered by the customer.
- The customer indemnifies Isosky insofar as the law allows, with regard to liability towards one or more third parties, which arose from and / or related to the implementation of the agreement, regardless of whether the damage by Isosky or its auxiliary person (o) n (s), auxiliary items or delivered items or services is caused or inflicted. In addition, the customer indemnifies Isosky, insofar as the law allows, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
- The customer is responsible for adequate insurance for the aforementioned risks.
- The customer is always obliged to make every effort to limit the damage.
Force majeure and unforeseen circumstances
- If fulfillment by Isosky or purchase by the customer is delayed by more than one month due to force majeure, each of the parties is authorized - to the exclusion of further rights - to dissolve the agreement according to the law. That which has already been paid or performed pursuant to the agreement will then be settled pro rata between the parties.
- Under force majeure of Isosky is in any case understood:
a.the circumstance that Isosky does not receive, not timely or not properly deliver a performance (including a performance by the customer) that is important in connection with the performance to be delivered by it;
c. disruptions in traffic;
d. government measures that prevent Isosky from fulfilling its obligations on time or properly;
e. riots, riots, war;
f. extreme weather conditions;
g. fire; and / or
h. import, export and / or transit bans.
- In the event of unforeseen circumstances of such a nature that the customer cannot reasonably and in fairness expect compliance from Isosky, the court may, at the request of one of the parties, dissolve the agreement in whole or in part.
Right of retention
Isosky is authorized to retain all goods that Isosky of the customer has in his possession until the customer has fulfilled all his obligations towards Isosky, with which the relevant goods are directly or sufficiently related. If items that fall under this right fall out of Isosky's control, Isosky is entitled to claim these items, as if it were the owner itself.
- In the cases described below and insofar as granted below, each of the parties has the right to terminate the agreement, in whole or in part, with immediate effect without further notice of default and judicial intervention:
a.if the other party has applied for or obtained a moratorium on payments, or if the other party has been declared bankrupt;
b. when the other party's company is voluntarily or involuntarily liquidated;
c. when the company of the other party merges or is taken over;
d. when a substantial part of the assets of the other party are seized;
and / or
e. if other circumstances arise in which continuation of the agreement cannot reasonably be expected.
- Each of the parties is entitled to dissolve the agreement only if the other party - after a proper and as detailed as possible written notice of default with a proposal for a reasonable period for remedying the shortcoming, imputably fails in the fulfillment of essential obligations under the agreement and provided that this shortcoming justifies the dissolution.
- If the agreement is dissolved, the claims of Isosky on the customer are immediately due and payable. If Isosky suspends fulfillment of the obligations, it retains its rights under the law and agreement.
- Isosky always reserves the right to claim compensation.
- Isosky guarantees that the goods delivered by it as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
- If, nevertheless, it must be acknowledged by Isosky or by a Dutch court in legal proceedings in a decision that is no longer open to appeal, that any item delivered by Isosky does infringe the rights of third parties as referred to here, Isosky will, at its option, after consultation together with the customer, replace the item in question by an item that does not infringe the relevant right or acquire a licensing right in this regard, or take back the item in question against a refund of the price paid for it, minus the normal depreciation, without further compensation.
- However, the customer loses the right to the performances referred to in paragraph 2 if he has not as such informed Isosky in a timely and complete manner about claims from third parties as referred to above in this article, as a result of which Isosky has also been unable to declare its rights in this respect. properly defend.
The customer is not permitted to transfer rights and obligations arising from the agreement to third parties without the written permission of Isosky.
Privacy and security
- Isosky respects the privacy of the customer. Isosky handles and processes all personal data provided to her in accordance with the applicable legislation, in particular the Personal Data Protection Act. The customer consents to this processing. Isosky uses appropriate security measures to protect the customer's personal data.
- For more information about privacy, reference is made to the Isosky website.
- Any deviations from these general terms and conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
- The administration of Isosky applies, subject to proof to the contrary, as proof of the requests and / or orders made by the customer. The customer acknowledges that electronic communication can serve as proof.
- If and insofar as any provision of the general terms and conditions is declared null and void or destroyed, the other provisions of these general terms and conditions will remain in full force. Isosky will then determine a new provision to replace the void / voided provision, whereby the purport of the void / voided provision will be observed as much as possible.
- The place of performance of the agreement is deemed to be the place where Isosky is located.
Applicable law and choice of forum
- All disputes between Isosky and the customer, which may arise as a result of an agreement concluded by Isosky with the customer, or of agreements resulting therefrom, will, unless Isosky and the customer have agreed otherwise in writing, in the first instance settled by the competent court in the place of business or district of Isosky.
- Agreements, and all non-contractual obligations arising from them, between Isosky and the customer to which these general terms and conditions apply, are exclusively governed by Dutch law. The 1980 Vienna Sales Convention is expressly excluded.