General Terms and Conditions for Companies (B2B)
Vocare Ledlight / Vocare Specialties B.V.
Article 1. Definitions
1.1. Unless explicitly indicated otherwise or if the context shows differently, the terms below have the following meaning:
a. Vocare: the user of these general terms and conditions:
Vocare Specialties B.V. trading under the name “Vocare Ledlight”, located at Enkweg 6B in Wijhe, the Netherlands, listed in the Chamber of Commerce under Chamber of Commerce number 60935367;
b. customer: the legal entity or the natural person acting in the course of his profession or business who enters into an agreement with Vocare, or who has received a quotation/offer from Vocare or with whom Vocare has any legal relationship or for whom Vocare provides any legal act performed;
c. agreement: the agreement between the parties;
d. product: the product that Vocare offers or the product that Vocare supplies or has supplied in the context of the agreement;
e. location: the location in, at or to which Vocare carries out or must carry out work on behalf of the customer;
f. in writing: in writing or by email;
g. parties: Vocare and the customer.
Article 2. General
2.1. These general terms and conditions apply to all quotations and offers from Vocare, to all agreements between the parties and furthermore to all (other) legal acts between the parties, including negotiation and other pre-contractual situations.
2.2. The general terms and conditions in question also apply to all agreements with Vocare with regard to the performance of which Vocare must engage third parties.
2.3. Any stipulations varying from these general terms and conditions are valid only if they have been explicitly agreed in writing.
2.4. Once these general terms and conditions have applied to a legal relationship between the parties, the customer is deemed to have agreed in advance to the applicability of these general terms and conditions to agreements concluded or to be concluded subsequently and to follow-up orders.
2.5. The applicability of any purchasing or other conditions of the customer is explicitly rejected.
2.6. If contrary to the provisions of Article 2.5, the purchase or other conditions of the customer also apply to the agreement and the purchase or other conditions of the customer and these general terms and conditions of Vocare contain a deviating or contradictory provision, the provision included in these general terms and conditions of Vocare will prevail.
2.7. If one or more of the provisions of these general terms and conditions are void or declared null and void, all the remaining provisions of these general terms and conditions will remain in full force. The void or voided provisions will be replaced by Vocare, duly observing the objective and purport of the original provision(s) as closely as possible.
2.8. The fact that Vocare does not demand strict compliance with these general terms and conditions at all times, does not automatically mean the provisions detailed therein no longer apply, or that Vocare would lose the right to demand strict compliance with these terms and conditions in other cases.
2.9. Vocare is entitled to unilaterally change these general terms and conditions without prior notice and to declare the new general terms and conditions applicable to the existing agreement. The new general terms and conditions can be sent upon request. The most recent version of Vocare’s general terms and conditions is published on its website.
Article 3. Offers and quotations
3.1. All quotations and offers submitted by Vocare are subject to contract.
3.2. The quotation is valid for a period of 30 days after the quotation date. If the customer agrees with the quotation after the validity period of the quotation and the prices and/or rates have changed, the agreement will not be concluded and Vocare will send the customer a new quotation.
3.3. Each quotation is based on performance under normal circumstances and on information, data, documents, etc. provided by the customer. The customer guarantees the accuracy and completeness of the requirements and specifications provided by or on behalf of him to Vocare and other data on which Vocare bases its quotation.
3.4. Vocare is not obliged to abide by its quotation or offer, if it is reasonably understandable to the customer that the quotation or offer, or parts thereof, contain an apparent error or mistake.
3.5. If the acceptance (whether or not on a matter detail) deviates from the quote detailed in the offer or quotation, Vocare will not be bound to that. In that case, the agreement will not be concluded in accordance with this varying acceptance, unless Vocare indicates otherwise.
3.6. A compound quotation does not oblige Vocare to perform part of the instruction at a proportional part of the quoted price.
3.7. Offers, quotations and stated prices do not automatically apply to future orders.
3.8. The quotations/offers and other documents provided by Vocare to the customer may not be duplicated or made available to third parties for inspection without the permission of Vocare.
3.9. All images, drawings, information, ideas or concepts incorporated or included in an offer, quotation or agreement are exclusively for use in the context of the instruction (to be) given and may not be used by the customer for other purposes, nor to third parties. are provided. All rights thereto remain vested in Vocare. The documents in question remain the property of Vocare at all times. Vocare reserves the right to reclaim these documents.
3.10. The models, images, drawings and dimensions included, displayed or communicated in the offers only give a general representation of the work on offer. Changes to the construction, as a result of which the actual version slightly differs from the aforementioned models, images or dimensions, but which do not constitute a major change to the technical and/or aesthetic version, do not compel Vocare to pay and do not give the customer the right to suspend payment of the invoice amount.
Article 4. Images
4.1. All images of the products offered on the website, in quotations or brochures are approximates only and cannot give rise to compensation and/or dissolution.
Article 5. Formation of the agreement and changes
5.1. The agreement is formed when:
a. the customer has agreed to Vocare’s quotation; or
b. the customer has placed an order with Vocare verbally or via email.
5.2. After the agreement has been concluded, Vocare will send the customer a confirmation by email.
5.3. If the customer wishes to change the agreement, this may have (financial) consequences. The agreement can only be changed after the customer has agreed to any additional costs and/or other consequences of the change. If the customer does not agree to the additional costs for changing the agreement and/or to the other consequences, the original agreement will remain unchanged.
Article 6. Cancellation and purchase obligation
6.1. If the customer fully or partially cancels a confirmed order, the customer will be charged for any products ordered or completed in that respect, increased by any delivery costs thereof and cost for working hours reserved for the performance of the agreement.
6.2. If the customer has ordered custom products, the customer has a purchase obligation and the customer cannot cancel the order. If the customer does not purchase the ordered custom products, the customer remains liable to Vocare for the full price for the order and this price is due and payable when one of the following circumstances occurs:
a. the customer refuses delivery of the products;
b. the customer does not cooperate in the delivery of the products;
c. Vocare has become aware that the customer does not wish to purchase the products;
d. the customer postpones delivery.
6.3. If the customer does not fulfil his purchase obligation or does not cooperate in the delivery of the products, Vocare will send the customer a written notice of default in which the customer is requested to take delivery of the products within a reasonable period or to cooperate in the delivery of the products. If the customer does not respond to this notice of default, Vocare has the right to dissolve the agreement without judicial intervention by means of a written statement. In the event of such dissolution, the customer is liable to pay compensation to Vocare. This compensation is equal to the invoice amount for the products the customer does not purchase, plus the reimbursement of the costs incurred by Vocare in the context of the agreement, such as transport costs.
Article 7. Prices
7.1. The stated prices are in euros and do not include VAT, other government levies and any costs to be incurred within the framework of the agreement, including dispatch costs, import duties and assembly costs, unless stated otherwise.
7.2. Vocare has the right to adjust its prices from time to time. Price changes and the date of entry into force will be communicated to the customer in writing.
Article 8. Additional costs
8.1. If the agreement is expanded or changed at the customer’s request or if there are unforeseen and/or changed circumstances and/or changed (government) regulations and/or waiting times or delays caused by the customer or third parties, this may result in additional costs. If after the conclusion of the agreement, it turns out that the location has different properties than those assumed by Vocare when the agreement was concluded, this may result in additional costs. The additional costs described in this article will be borne by the customer, even if the parties have agreed on a fixed price for the work to be carried out.
8.2. Vocare is entitled to increase an agreed fixed price if, during the performance of the work, it appears that the amount of work agreed or expected originally was estimated erroneously at the time the agreement was concluded, which error cannot be attributed to Vocare, to the extent that Vocare cannot reasonably be expected to carry out the agreed work for the fee agreed originally. The customer will be informed of this increase as soon as possible.
Article 9. Execution of the agreement
9.1. Vocare will perform the agreement to the best of its knowledge and ability and in accordance with high standards. All this on the basis of the latest scientific and technical knowledge at that time.
9.2. Vocare reserves the right to have certain work carried out by third parties.
Article 10. Obligations of the customer
10.1. The customer ensures that all information, of which Vocare indicates that it is required and/or with regard to which the customer can reasonable understand that it is required for the performance of the agreement, is made available to Vocare in time. If the customer fails to fulfil this obligation, Vocare is entitled to suspend performance of the agreement and/or to charge the customer for any additional costs arising from the delay.
10.2. If the information provided by the customer is incomplete and/or incorrect, this is entirely at the expense and risk of the customer.
10.3. Only the customer is responsible for observing all statutory and other prevailing regulations that apply to the customer’s country of establishment in connection with holding, keeping, using, transporting and selling the products in any way.
10.4. The customer is obliged to use the delivered products only as follows from the instructions, manual or the technical specifications.
10.5. All data and information provided by Vocare on the suitability and applicability of the product are entirely free of obligation and do not discharge the customer from his obligation to carry out his own inspections and tests (or to arrange for these).
10.6. The customer is responsible for the correct and safe assembly of the products, unless the parties have explicitly agreed in writing that Vocare will take care of the assembly.
10.7. Some products supplied by Vocare have been DEKRA approved and meet the requirements to qualify for energy and investment credit. If the customer wants to apply for a subsidy for the products he purchases from Vocare, the customer must check with Vocare whether the products he purchases have been approved by DEKRA or an equivalent organisation. If a subsidy application from the customer is not honoured, Vocare can never be held liable for this and the customer is not entitled to a discount or any other form of compensation or to dissolve the agreement free of charge.
10.8. If two or more customers have placed an order jointly, those customers are jointly and severally liable for the fulfilment of the obligations arising from the agreement and in particular the payment of the amount owed to Vocare for the order.
Article 11. Delivery and transfer of risk
11.1. Delivery times are always by approximate. Exceeding the delivery time does not entitle the customer to compensation, dissolution of the agreement or any other form of compensation.
11.2. If Vocare requires information from the customer within the framework of performing the agreement, the delivery period will not commence until after the customer has made that information available to Vocare, correctly and in full.
11.3. If a delivery period agreed on with the customer is exceeded as a result of an event which is in fact beyond the control of Vocare and which cannot be attributed to its acts and/or omissions, see also Article 17 of these general terms and conditions, this period will be automatically extended by the length of time that it was exceeded as a result of such event.
11.4. The products are delivered by the postal company or transport company engaged by Vocare to the delivery address communicated to Vocare by the customer.
11.5. The risk of the products passes to the customer and delivery of the products takes place when the products have been delivered to the delivery address communicated to Vocare by the customer.
11.6. Import duties will be charged to the customer by the transport company.
11.7. Vocare has the right to deliver the order in parts.
11.8. The customer is obliged to take delivery of the ordered products.
Article 12. Mounting
12.1. If Vocare mounts the products on behalf of the customer, the provisions of this article apply, without prejudice to the other provisions of these general terms and conditions.
12.2. The customer is obliged to enable Vocare to carry out the work within the agreed times and under conditions that comply with applicable legislation, including all applicable health and safety regulations, as well as electrical and construction regulations.
12.3. The customer ensures that the necessary permits and/or exemptions are obtained in a timely manner, unless the parties have explicitly agreed otherwise in writing.
12.4. The customer must ensure and take care of the following before commencing assembly work:
a. that the construction of the building to which the product is mounted is suitable for this purpose;
b. that the location is accessible by Vocare’s means of transport;
c. that Vocare can carry out its assembly work undisturbed;
d. electricity and all reasonable supplies required for the proper performance of the work;
e. that Vocare has access to all relevant information about the location, such as, but certainly not limited to, existing obstacles and government regulations that apply at the location.
12.5. If the customer is not present at the agreed place and time, as a result of which Vocare cannot carry out the assembly work, the customer owes Vocare the resulting additional costs (including call-out costs and hourly rates).
12.6. After finishing the work at the location, Vocare will inform the customer. The customer is obliged to test and check the products delivered and/or assembled by Vocare within five days of notifying the customer of completion of the work at the location. In the event of a defect, the customer will inform Vocare about this, taking into account the provisions of Article 15. If Vocare is not informed of a defect, the customer is deemed to have accepted the work.
Article 13. Invoicing and payment
13.1. Arrangements regarding any down payment or full advance payment and the payment term are agreed on in writing by the parties.
13.2. If the parties have not agreed on a payment term in writing, the invoice must be paid within five days of the invoice date.
13.3. If the parties have agreed on a down payment or full advance payment, Vocare will commence the performance of the agreement after the down payment or full payment has been received.
13.4. Invoices are sent to the customer via email.
13.5. Payment must be made in the currency listed on the invoice.
13.6. If the customer fails to pay an invoice in time, the customer is in default by operation of law. In that case, the customer owes the statutory commercial interest. The interest on the amount payable is calculated from the moment the customer is in default until the moment the amount due is paid in full. All judicial and extrajudicial collection costs incurred by Vocare to collect the claims against the customer will be borne by the customer. The extrajudicial collection costs are at least 15% of the principal sum, subject to a minimum of € 250.
13.7. Vocare is entitled to first allocate any payments made by the customer to costs, subsequently to any interest and finally to the principal sum.
13.8. The customer is not entitled to set off any amounts due to Vocare.
13.9. If the customer is in arrears with payment, Vocare has the right to suspend subsequent deliveries until all outstanding invoices have been paid. The customer will be notified of such suspension in writing. Vocare is not liable for any damage suffered by the customer as a result of such suspension.
13.10. If the customer’s company is liquidated, if the customer files a winding-up petition, applies for a moratorium or if goods of the customer are seized, Vocare’s claims on the customer are immediately due and payable.
13.11. Complaints about an invoice must be submitted to Vocare in writing within five days of the invoice date, under penalty of forfeiture of rights.
13.12. Objections to the amount of the invoice do not suspend the obligation to pay.
Article 14. Retention of title
14.1. All products delivered and to be delivered remain the exclusive property of Vocare until the customer has paid Vocare all claims referred to in Article 3:92 paragraph 2 of the Dutch Civil Code in full.
14.2. As long as ownership of the product has not passed to the customer, the customer is not permitted:
a. to pledge the product;
b. to grant third parties any right to the product;
c. to resell the product outside of his normal business operations.
14.3. The customer is obliged to store the product delivered under retention of title with due care. The customer must make every effort which may reasonably be expected from it to protect the proprietary rights of Vocare. The customer is obliged to take out and maintain insurance for the delivered products against fire, explosion and water damage, as well as against theft and to provide a copy of the policy of this insurance to Vocare if the latter so demands.
14.4. If the customer does not or does not fully fulfil his obligations towards Vocare and in the event of dissolution of the agreement, for whatever reason, Vocare is entitled to take back the product without prior notice of default or judicial intervention, without prejudice to Vocare’s right to full compensation. All costs incurred by Vocare to take back the product, including transport and storage costs, will be charged to the customer.
14.5. If Vocare wishes to exercise its right as described in this article, the customer is obliged to grant Vocare or the third party engaged by Vocare access to the location where the product is located.
14.6. In the event of seizure, a moratorium or bankruptcy, the customer will immediately inform Vocare of this and the customer will immediately inform the bailiff levying the seizure, the administrator or the insolvency practitioner of Vocare’s (ownership) rights.
14.7. Vocare is not liable for any damage suffered by the customer because Vocare invokes this retention of title and takes back the delivered products.
14.8. The provisions of this article do not affect the other rights accruing to Vocare.
Article 15. Complaints and warranty
15.1. The customer is obliged to check the delivered products immediately upon delivery. The customer must check the following in particular:
a. whether the correct products have been delivered;
b. whether the correct number of products has been delivered;
c. whether the products contain defects.
15.2. Complaints regarding the delivered order must in any case be made known to Vocare within seven days of delivery. Complaints must be submitted to Vocare in writing. Complaints submitted too late will not be processed.
15.3. If the delivery contains incorrect products and/or not enough products, Vocare’s obligation is limited to delivering the correct products and/or supplying additional products.
15.4. In the event of the delivery of a damaged or defective product, Vocare’s obligation is limited to, at its discretion, repairing the product, sending a replacement product or (partially) crediting the product. The customer must give Vocare the opportunity to do this within a reasonable period. If the customer has not given Vocare this option and has repair work carried out by a third party and/or has purchased products from a third party, the costs will not be reimbursed by Vocare.
15.6. The delivered products are covered by a warranty of one year after the invoice date, unless explicitly agreed otherwise in writing.
15.7. The invoice serves as a warranty certificate.
15.8. If the product shows a manufacturing defect within the warranty period, the customer must contact Vocare’s customer service department and return the product to Vocare, including a copy of the product invoice. If Vocare accepts the warranty claim, Vocare will, at its discretion, replace or repair the product. Any costs for disassembly by third parties or the customer are not covered by the warranty; Vocare will not reimburse these costs. Costs or consequential damage caused by the incorrect functioning of the delivered product are not covered by the warranty. Vocare’s liability is at all times limited to what is set out in Article 18.
15.9. Replacing or repairing (parts of) the product does not extend the warranty period.
15.10. The warranty will lapse, complaints about the delivered product will not be processed (further) free of charge and Vocare is not liable if:
a. defects are the result of improper use, poor maintenance or improper cleaning of the product;
b. the product is not used in accordance with their agreed, intended or commonly accepted purpose;
c. work and/or changes and/or repairs have been carried out on the product by the customer and/or third parties;
d. defects are the result of external circumstances such as fire, natural disasters, explosions, terrorism, cleaning agents, dirt accumulation, landslides, floods and weather conditions;
e. defects are the result of any government instruction with regard to the nature or quality of the applied materials;
f. it concerns a minor anomaly that is commonly accepted in business practice and/or which cannot be prevented from a technical point of view;
g. the product has not been used in accordance with the instructions for use and/or the technical specifications;
h. no accurate checks have been carried;
i. defects are the result of components and/or products not supplied by Vocare;
j. it concerns the so-called “ageing” effect of LEDs; LEDs may provide less light output during their lifespan, which may cause the colour temperature to differ from new LEDs;
k. the product has been exposed to chemicals, salts, acids or gases.
15.11. A defect in a product does not give the customer the right to refuse or return the entire order of which the product is a part.
15.12. Complaints or a warranty claim do not suspend the customer’s payment obligation.
15.13. If the customer has wrongly complained or wrongly invoked the warranty, all (investigation) costs incurred by Vocare will be charged to the customer.
15.14. In general, LED lighting can be used with an air temperature between -40 degrees Celsius and +40 degrees Celsius. Direct sunlight on a light fitting can cause much higher temperatures. As a result, outdoor lighting must be fitted with a circuit to prevent overheating. Consider an astro-clock or daylight sensor. The warranty is void if the customer has failed to take precautions against overheating due to direct sunlight. Light fittings that are installed at an ambient temperature higher than +40 degrees Celsius are also excluded from the warranty.
Article 16. Suspension and dissolution
16.1. Vocare is entitled to suspend the performance of the agreement with immediate effect if:
a. Vocare is or threatens to be exposed to a dangerous situation during the performance of the agreement;
b. the material with which and the circumstances in which the agreement is to be performed do not meet the requirements set by law;
c. after conclusion of the agreement, Vocare, on the basis of information which it has become aware of, has good reason to believe the customer will not be able fulfil its obligations.
16.2. If Vocare suspends the performance of the agreement, all costs already incurred by Vocare in the context of the agreement will be charged to the customer.
16.3. Vocare is entitled to dissolve the agreement by means of a written statement and without judicial intervention:
a. if the customer fails to fulfil its obligations under the agreement or fails to do so in full;
b. in the event of any circumstances the nature of which means that performance of the agreement is impossible or, in accordance with the criteria of reasonableness and fairness, performance can no longer be demanded, or in the event of any other circumstances in respect of which the unaltered continuation of the agreement cannot reasonably be expected;
c. if the customer applies for or is granted suspension of payment, if the customer is declared bankrupt or a petition thereto is submitted, if the customer is unable to pay its debts, terminates or liquidates its company, under is placed under guardianship or if an administrator is appointed.
16.4. If Vocare decides to suspend or dissolve the agreement, it is not in any way obliged to pay compensation or costs ensuing from this.
16.5. If Vocare dissolves the agreement in accordance with Article 16.3, the customer is liable for all damage suffered by Vocare as a result of such dissolution, such as, but not limited to, costs already incurred and lost profits.
Article 17. Force majeure
17.1. Vocare is not obliged to fulfil one or more obligations under the agreement or to pay compensation in the event of force majeure. Force majeure is taken to mean, in addition to the meaning thereof as laid down in the law and in case law, all external causes, anticipated or not anticipated, on which Vocare cannot exert influence, but which prevent Vocare from fulfilling its obligations. Force majeure is in any case understood to mean weather influences; theft; power and Internet outages; floods, landslides and other natural disasters; terrorism; obstacles by third parties, including those of governments; transport obstructions; strikes (both organised or unorganised); cybercrime; boycott; riots, wars or imminent war; loss of or damage to products during transport; failure to deliver or late delivery of products to Vocare by its suppliers; export and import bans or export and import obstructions; transport delays; blockages; shortages on the market for raw materials or other items; epidemics or pandemic; fires, disruptions and accidents at the premises of Vocare or its supplier; the burning of means of transport of Vocare, its supplier or an engaged transport company, malfunctions thereof, involvement in accidents; measures of any domestic, foreign or international government.
17.2. Force majeure should also be understood to mean a non-attributable shortcoming of a Vocare supplier or of a third party engaged by Vocare, such as a transport company.
17.3. Vocare is also entitled to claim force majeure if the circumstance that prevents the (continued) performance of the agreement arises after Vocare was to have fulfilled its obligation.
17.4. During the time that the force majeure period continues, Vocare will be entitled to suspend any obligations under the agreement. If this period exceeds a term of two months, either party is entitled to dissolve the agreement without further obligation to compensate the other party for any damage.
17.5. Insofar as Vocare has meanwhile partly fulfilled its obligations under the agreement at the time the force majeure commences, or will be able to do so, and the fulfilled part and/or the part to be fulfilled represents independent value, Vocare will be entitled to separately invoice the part that has already been fulfilled and/or is yet to be fulfilled. The customer will be obliged to pay this invoice on the basis of an assumed separate agreement.
Article 18. Liability and limitation period
18.1. Vocare is not obliged to pay compensation as a result of damage which is the direct or indirect result of:
a. an event which is in fact beyond its control and therefore cannot be attributed to its acts and/or omissions, see also article 17 of these general terms and conditions;
b. any act or omission by the customer, or its subordinates and/or other persons, deployed by or on behalf of the customer.
18.2. Vocare will not be liable for any damage, regardless of the nature thereof, due to Vocare acting upon incorrect and/or incomplete information made available by or on behalf of the customer.
18.3. If the location does not have the properties that the customer has communicated to Vocare, the customer is liable for all damage that Vocare suffers as a result.
18.4. Vocare is not liable for any damage whatsoever due to incorrect or improper use of the delivered goods, the use of the delivered goods in conflict with the user manual or instructions for use or incorrect or improper maintenance of the delivered goods.
18.5. Vocare is not liable for damage if the customer or third parties have made changes to the delivered goods.
18.6. Under no circumstances is Vocare liable for damage that has arisen or caused because the customer has used the delivered goods for a purpose other than that for which they are intended.
18.7. If Vocare, in its opinion, is forced to take measures or cooperate with recall actions initiated by manufacturers to prevent (further) damage as a result of claims from customers based on a defect in delivered products, the customer undertakes to cooperate in such measures. Vocare can never be held liable for damage suffered by the customer as a result of initiated recall actions.
18.8. Vocare is in no way responsible for dangerous situations and accidents with or due to the use of the product. Vocare is not liable for damage, such as physical injury, death, material damage or damage to third parties, as a result of the product being used. The use of the product is entirely at the customer’s risk.
18.9. Vocare Ledlight is not liable for damage resulting from cybercrime.
18.10. Vocare is never obliged to pay compensation as a result of consequential damage. In any event, consequential damage is considered to include lost turnover, lost profit, lost savings, production damage, trading loss, business interruption, business interruption loss, damage due to delays, reputational damage, environmental damage, imposed fines or other (government) sanctions and indirect damage, regardless of their origin.
18.11. If Vocare is liable for any damage or loss, its liability will be limited to the amount paid out by its insurer. If in any case the insurer decides against paying out or if the loss is not covered by the insurance, Vocare’s liability will be limited to the invoice amount, or at least that part of the agreement which the liability relates to.
18.12. The customer indemnifies Vocare against third-party claims against Vocare with regard to incidents, acts or omissions, for which Vocare is not liable under the foregoing. The customer is obliged to indemnify Vocare, on demand, for all costs, damages and interest that may arise for Vocare as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph.
18.13. Rights of action and other powers of the customer for whatever reason against Vocare will, in any case, lapse after the expiry of one year from the moment an event occurs that entitles the customer to use these rights and/or powers vis-à-vis Vocare.
18.14. If the customer does not fulfil its contractual obligations or its obligations arising from the law, or does not do so in time or properly, or acts unlawfully towards Vocare, the customer must compensate all damage that Vocare suffers or has suffered as a result.
Article 19. Confidentiality
19.1. Either party will be under the obligation to keep secret all confidential information obtained from the other party or from another source in the course of their agreement. Information is considered confidential if the other party has communicated its confidential nature or if such confidentiality ensues from the nature of the information. The party who receives confidential information will only use this for the purpose for which it was provided.
19.2. If Vocare is under an obligation, either pursuant to a statutory provision or a court order, to disclose confidential information to any third parties designated by law or by the competent court, and it cannot invoke any privilege, either statutory or recognised or permitted by the competent court, it will not be under any obligation to pay compensation or indemnify and the customer will not be entitled to dissolve the agreement on account of any resulting damage.
Article 20. Intellectual property
20.1. Copyright, as well as all other intellectual property rights with regard to, both provisional and final, (drafts of) text(s), images, working and detailed drawings, sketches, models, concepts, digital information, designs, advice,
documents, etc., that Vocare has produced or made available in the context of the agreement are vested in Vocare or its licensor(s).
20.2. Vocare reserves the right to use the work performed for the customer for its own promotion and to place this work on its website.
Article 21. Personal details
21.1. Vocare processes personal data in accordance with the General Data Protection Regulation. For more information about the processing of personal data by Vocare, the customer can consult Vocare’s privacy statement, see https://www.vocare-ledlight.com/Privacy-statement.
Article 22. Applicable law and competent court
22.1. Dutch law applies to these general terms and conditions, to every agreement between the parties and to every other legal act between the parties, even if an obligation is fully or partially performed outside the Netherlands or if the customer is established outside the Netherlands. The applicability of the Vienna Sales Convention is excluded.
22.2. All disputes with regard to agreements between the parties are submitted to the competent court of the court district where Vocare has its place of business.
© Vocare Ledlight 2024
Vocare Ledlight / Vocare Specialties B.V.
Article 1. Definitions
1.1. Unless explicitly indicated otherwise or if the context shows differently, the terms below have the following meaning:
a. Vocare: the user of these general terms and conditions:
Vocare Specialties B.V. trading under the name “Vocare Ledlight”, located at Enkweg 6B in Wijhe, the Netherlands, listed in the Chamber of Commerce under Chamber of Commerce number 60935367;
b. customer: the legal entity or the natural person acting in the course of his profession or business who enters into an agreement with Vocare, or who has received a quotation/offer from Vocare or with whom Vocare has any legal relationship or for whom Vocare provides any legal act performed;
c. agreement: the agreement between the parties;
d. product: the product that Vocare offers or the product that Vocare supplies or has supplied in the context of the agreement;
e. location: the location in, at or to which Vocare carries out or must carry out work on behalf of the customer;
f. in writing: in writing or by email;
g. parties: Vocare and the customer.
Article 2. General
2.1. These general terms and conditions apply to all quotations and offers from Vocare, to all agreements between the parties and furthermore to all (other) legal acts between the parties, including negotiation and other pre-contractual situations.
2.2. The general terms and conditions in question also apply to all agreements with Vocare with regard to the performance of which Vocare must engage third parties.
2.3. Any stipulations varying from these general terms and conditions are valid only if they have been explicitly agreed in writing.
2.4. Once these general terms and conditions have applied to a legal relationship between the parties, the customer is deemed to have agreed in advance to the applicability of these general terms and conditions to agreements concluded or to be concluded subsequently and to follow-up orders.
2.5. The applicability of any purchasing or other conditions of the customer is explicitly rejected.
2.6. If contrary to the provisions of Article 2.5, the purchase or other conditions of the customer also apply to the agreement and the purchase or other conditions of the customer and these general terms and conditions of Vocare contain a deviating or contradictory provision, the provision included in these general terms and conditions of Vocare will prevail.
2.7. If one or more of the provisions of these general terms and conditions are void or declared null and void, all the remaining provisions of these general terms and conditions will remain in full force. The void or voided provisions will be replaced by Vocare, duly observing the objective and purport of the original provision(s) as closely as possible.
2.8. The fact that Vocare does not demand strict compliance with these general terms and conditions at all times, does not automatically mean the provisions detailed therein no longer apply, or that Vocare would lose the right to demand strict compliance with these terms and conditions in other cases.
2.9. Vocare is entitled to unilaterally change these general terms and conditions without prior notice and to declare the new general terms and conditions applicable to the existing agreement. The new general terms and conditions can be sent upon request. The most recent version of Vocare’s general terms and conditions is published on its website.
Article 3. Offers and quotations
3.1. All quotations and offers submitted by Vocare are subject to contract.
3.2. The quotation is valid for a period of 30 days after the quotation date. If the customer agrees with the quotation after the validity period of the quotation and the prices and/or rates have changed, the agreement will not be concluded and Vocare will send the customer a new quotation.
3.3. Each quotation is based on performance under normal circumstances and on information, data, documents, etc. provided by the customer. The customer guarantees the accuracy and completeness of the requirements and specifications provided by or on behalf of him to Vocare and other data on which Vocare bases its quotation.
3.4. Vocare is not obliged to abide by its quotation or offer, if it is reasonably understandable to the customer that the quotation or offer, or parts thereof, contain an apparent error or mistake.
3.5. If the acceptance (whether or not on a matter detail) deviates from the quote detailed in the offer or quotation, Vocare will not be bound to that. In that case, the agreement will not be concluded in accordance with this varying acceptance, unless Vocare indicates otherwise.
3.6. A compound quotation does not oblige Vocare to perform part of the instruction at a proportional part of the quoted price.
3.7. Offers, quotations and stated prices do not automatically apply to future orders.
3.8. The quotations/offers and other documents provided by Vocare to the customer may not be duplicated or made available to third parties for inspection without the permission of Vocare.
3.9. All images, drawings, information, ideas or concepts incorporated or included in an offer, quotation or agreement are exclusively for use in the context of the instruction (to be) given and may not be used by the customer for other purposes, nor to third parties. are provided. All rights thereto remain vested in Vocare. The documents in question remain the property of Vocare at all times. Vocare reserves the right to reclaim these documents.
3.10. The models, images, drawings and dimensions included, displayed or communicated in the offers only give a general representation of the work on offer. Changes to the construction, as a result of which the actual version slightly differs from the aforementioned models, images or dimensions, but which do not constitute a major change to the technical and/or aesthetic version, do not compel Vocare to pay and do not give the customer the right to suspend payment of the invoice amount.
Article 4. Images
4.1. All images of the products offered on the website, in quotations or brochures are approximates only and cannot give rise to compensation and/or dissolution.
Article 5. Formation of the agreement and changes
5.1. The agreement is formed when:
a. the customer has agreed to Vocare’s quotation; or
b. the customer has placed an order with Vocare verbally or via email.
5.2. After the agreement has been concluded, Vocare will send the customer a confirmation by email.
5.3. If the customer wishes to change the agreement, this may have (financial) consequences. The agreement can only be changed after the customer has agreed to any additional costs and/or other consequences of the change. If the customer does not agree to the additional costs for changing the agreement and/or to the other consequences, the original agreement will remain unchanged.
Article 6. Cancellation and purchase obligation
6.1. If the customer fully or partially cancels a confirmed order, the customer will be charged for any products ordered or completed in that respect, increased by any delivery costs thereof and cost for working hours reserved for the performance of the agreement.
6.2. If the customer has ordered custom products, the customer has a purchase obligation and the customer cannot cancel the order. If the customer does not purchase the ordered custom products, the customer remains liable to Vocare for the full price for the order and this price is due and payable when one of the following circumstances occurs:
a. the customer refuses delivery of the products;
b. the customer does not cooperate in the delivery of the products;
c. Vocare has become aware that the customer does not wish to purchase the products;
d. the customer postpones delivery.
6.3. If the customer does not fulfil his purchase obligation or does not cooperate in the delivery of the products, Vocare will send the customer a written notice of default in which the customer is requested to take delivery of the products within a reasonable period or to cooperate in the delivery of the products. If the customer does not respond to this notice of default, Vocare has the right to dissolve the agreement without judicial intervention by means of a written statement. In the event of such dissolution, the customer is liable to pay compensation to Vocare. This compensation is equal to the invoice amount for the products the customer does not purchase, plus the reimbursement of the costs incurred by Vocare in the context of the agreement, such as transport costs.
Article 7. Prices
7.1. The stated prices are in euros and do not include VAT, other government levies and any costs to be incurred within the framework of the agreement, including dispatch costs, import duties and assembly costs, unless stated otherwise.
7.2. Vocare has the right to adjust its prices from time to time. Price changes and the date of entry into force will be communicated to the customer in writing.
Article 8. Additional costs
8.1. If the agreement is expanded or changed at the customer’s request or if there are unforeseen and/or changed circumstances and/or changed (government) regulations and/or waiting times or delays caused by the customer or third parties, this may result in additional costs. If after the conclusion of the agreement, it turns out that the location has different properties than those assumed by Vocare when the agreement was concluded, this may result in additional costs. The additional costs described in this article will be borne by the customer, even if the parties have agreed on a fixed price for the work to be carried out.
8.2. Vocare is entitled to increase an agreed fixed price if, during the performance of the work, it appears that the amount of work agreed or expected originally was estimated erroneously at the time the agreement was concluded, which error cannot be attributed to Vocare, to the extent that Vocare cannot reasonably be expected to carry out the agreed work for the fee agreed originally. The customer will be informed of this increase as soon as possible.
Article 9. Execution of the agreement
9.1. Vocare will perform the agreement to the best of its knowledge and ability and in accordance with high standards. All this on the basis of the latest scientific and technical knowledge at that time.
9.2. Vocare reserves the right to have certain work carried out by third parties.
Article 10. Obligations of the customer
10.1. The customer ensures that all information, of which Vocare indicates that it is required and/or with regard to which the customer can reasonable understand that it is required for the performance of the agreement, is made available to Vocare in time. If the customer fails to fulfil this obligation, Vocare is entitled to suspend performance of the agreement and/or to charge the customer for any additional costs arising from the delay.
10.2. If the information provided by the customer is incomplete and/or incorrect, this is entirely at the expense and risk of the customer.
10.3. Only the customer is responsible for observing all statutory and other prevailing regulations that apply to the customer’s country of establishment in connection with holding, keeping, using, transporting and selling the products in any way.
10.4. The customer is obliged to use the delivered products only as follows from the instructions, manual or the technical specifications.
10.5. All data and information provided by Vocare on the suitability and applicability of the product are entirely free of obligation and do not discharge the customer from his obligation to carry out his own inspections and tests (or to arrange for these).
10.6. The customer is responsible for the correct and safe assembly of the products, unless the parties have explicitly agreed in writing that Vocare will take care of the assembly.
10.7. Some products supplied by Vocare have been DEKRA approved and meet the requirements to qualify for energy and investment credit. If the customer wants to apply for a subsidy for the products he purchases from Vocare, the customer must check with Vocare whether the products he purchases have been approved by DEKRA or an equivalent organisation. If a subsidy application from the customer is not honoured, Vocare can never be held liable for this and the customer is not entitled to a discount or any other form of compensation or to dissolve the agreement free of charge.
10.8. If two or more customers have placed an order jointly, those customers are jointly and severally liable for the fulfilment of the obligations arising from the agreement and in particular the payment of the amount owed to Vocare for the order.
Article 11. Delivery and transfer of risk
11.1. Delivery times are always by approximate. Exceeding the delivery time does not entitle the customer to compensation, dissolution of the agreement or any other form of compensation.
11.2. If Vocare requires information from the customer within the framework of performing the agreement, the delivery period will not commence until after the customer has made that information available to Vocare, correctly and in full.
11.3. If a delivery period agreed on with the customer is exceeded as a result of an event which is in fact beyond the control of Vocare and which cannot be attributed to its acts and/or omissions, see also Article 17 of these general terms and conditions, this period will be automatically extended by the length of time that it was exceeded as a result of such event.
11.4. The products are delivered by the postal company or transport company engaged by Vocare to the delivery address communicated to Vocare by the customer.
11.5. The risk of the products passes to the customer and delivery of the products takes place when the products have been delivered to the delivery address communicated to Vocare by the customer.
11.6. Import duties will be charged to the customer by the transport company.
11.7. Vocare has the right to deliver the order in parts.
11.8. The customer is obliged to take delivery of the ordered products.
Article 12. Mounting
12.1. If Vocare mounts the products on behalf of the customer, the provisions of this article apply, without prejudice to the other provisions of these general terms and conditions.
12.2. The customer is obliged to enable Vocare to carry out the work within the agreed times and under conditions that comply with applicable legislation, including all applicable health and safety regulations, as well as electrical and construction regulations.
12.3. The customer ensures that the necessary permits and/or exemptions are obtained in a timely manner, unless the parties have explicitly agreed otherwise in writing.
12.4. The customer must ensure and take care of the following before commencing assembly work:
a. that the construction of the building to which the product is mounted is suitable for this purpose;
b. that the location is accessible by Vocare’s means of transport;
c. that Vocare can carry out its assembly work undisturbed;
d. electricity and all reasonable supplies required for the proper performance of the work;
e. that Vocare has access to all relevant information about the location, such as, but certainly not limited to, existing obstacles and government regulations that apply at the location.
12.5. If the customer is not present at the agreed place and time, as a result of which Vocare cannot carry out the assembly work, the customer owes Vocare the resulting additional costs (including call-out costs and hourly rates).
12.6. After finishing the work at the location, Vocare will inform the customer. The customer is obliged to test and check the products delivered and/or assembled by Vocare within five days of notifying the customer of completion of the work at the location. In the event of a defect, the customer will inform Vocare about this, taking into account the provisions of Article 15. If Vocare is not informed of a defect, the customer is deemed to have accepted the work.
Article 13. Invoicing and payment
13.1. Arrangements regarding any down payment or full advance payment and the payment term are agreed on in writing by the parties.
13.2. If the parties have not agreed on a payment term in writing, the invoice must be paid within five days of the invoice date.
13.3. If the parties have agreed on a down payment or full advance payment, Vocare will commence the performance of the agreement after the down payment or full payment has been received.
13.4. Invoices are sent to the customer via email.
13.5. Payment must be made in the currency listed on the invoice.
13.6. If the customer fails to pay an invoice in time, the customer is in default by operation of law. In that case, the customer owes the statutory commercial interest. The interest on the amount payable is calculated from the moment the customer is in default until the moment the amount due is paid in full. All judicial and extrajudicial collection costs incurred by Vocare to collect the claims against the customer will be borne by the customer. The extrajudicial collection costs are at least 15% of the principal sum, subject to a minimum of € 250.
13.7. Vocare is entitled to first allocate any payments made by the customer to costs, subsequently to any interest and finally to the principal sum.
13.8. The customer is not entitled to set off any amounts due to Vocare.
13.9. If the customer is in arrears with payment, Vocare has the right to suspend subsequent deliveries until all outstanding invoices have been paid. The customer will be notified of such suspension in writing. Vocare is not liable for any damage suffered by the customer as a result of such suspension.
13.10. If the customer’s company is liquidated, if the customer files a winding-up petition, applies for a moratorium or if goods of the customer are seized, Vocare’s claims on the customer are immediately due and payable.
13.11. Complaints about an invoice must be submitted to Vocare in writing within five days of the invoice date, under penalty of forfeiture of rights.
13.12. Objections to the amount of the invoice do not suspend the obligation to pay.
Article 14. Retention of title
14.1. All products delivered and to be delivered remain the exclusive property of Vocare until the customer has paid Vocare all claims referred to in Article 3:92 paragraph 2 of the Dutch Civil Code in full.
14.2. As long as ownership of the product has not passed to the customer, the customer is not permitted:
a. to pledge the product;
b. to grant third parties any right to the product;
c. to resell the product outside of his normal business operations.
14.3. The customer is obliged to store the product delivered under retention of title with due care. The customer must make every effort which may reasonably be expected from it to protect the proprietary rights of Vocare. The customer is obliged to take out and maintain insurance for the delivered products against fire, explosion and water damage, as well as against theft and to provide a copy of the policy of this insurance to Vocare if the latter so demands.
14.4. If the customer does not or does not fully fulfil his obligations towards Vocare and in the event of dissolution of the agreement, for whatever reason, Vocare is entitled to take back the product without prior notice of default or judicial intervention, without prejudice to Vocare’s right to full compensation. All costs incurred by Vocare to take back the product, including transport and storage costs, will be charged to the customer.
14.5. If Vocare wishes to exercise its right as described in this article, the customer is obliged to grant Vocare or the third party engaged by Vocare access to the location where the product is located.
14.6. In the event of seizure, a moratorium or bankruptcy, the customer will immediately inform Vocare of this and the customer will immediately inform the bailiff levying the seizure, the administrator or the insolvency practitioner of Vocare’s (ownership) rights.
14.7. Vocare is not liable for any damage suffered by the customer because Vocare invokes this retention of title and takes back the delivered products.
14.8. The provisions of this article do not affect the other rights accruing to Vocare.
Article 15. Complaints and warranty
15.1. The customer is obliged to check the delivered products immediately upon delivery. The customer must check the following in particular:
a. whether the correct products have been delivered;
b. whether the correct number of products has been delivered;
c. whether the products contain defects.
15.2. Complaints regarding the delivered order must in any case be made known to Vocare within seven days of delivery. Complaints must be submitted to Vocare in writing. Complaints submitted too late will not be processed.
15.3. If the delivery contains incorrect products and/or not enough products, Vocare’s obligation is limited to delivering the correct products and/or supplying additional products.
15.4. In the event of the delivery of a damaged or defective product, Vocare’s obligation is limited to, at its discretion, repairing the product, sending a replacement product or (partially) crediting the product. The customer must give Vocare the opportunity to do this within a reasonable period. If the customer has not given Vocare this option and has repair work carried out by a third party and/or has purchased products from a third party, the costs will not be reimbursed by Vocare.
15.6. The delivered products are covered by a warranty of one year after the invoice date, unless explicitly agreed otherwise in writing.
15.7. The invoice serves as a warranty certificate.
15.8. If the product shows a manufacturing defect within the warranty period, the customer must contact Vocare’s customer service department and return the product to Vocare, including a copy of the product invoice. If Vocare accepts the warranty claim, Vocare will, at its discretion, replace or repair the product. Any costs for disassembly by third parties or the customer are not covered by the warranty; Vocare will not reimburse these costs. Costs or consequential damage caused by the incorrect functioning of the delivered product are not covered by the warranty. Vocare’s liability is at all times limited to what is set out in Article 18.
15.9. Replacing or repairing (parts of) the product does not extend the warranty period.
15.10. The warranty will lapse, complaints about the delivered product will not be processed (further) free of charge and Vocare is not liable if:
a. defects are the result of improper use, poor maintenance or improper cleaning of the product;
b. the product is not used in accordance with their agreed, intended or commonly accepted purpose;
c. work and/or changes and/or repairs have been carried out on the product by the customer and/or third parties;
d. defects are the result of external circumstances such as fire, natural disasters, explosions, terrorism, cleaning agents, dirt accumulation, landslides, floods and weather conditions;
e. defects are the result of any government instruction with regard to the nature or quality of the applied materials;
f. it concerns a minor anomaly that is commonly accepted in business practice and/or which cannot be prevented from a technical point of view;
g. the product has not been used in accordance with the instructions for use and/or the technical specifications;
h. no accurate checks have been carried;
i. defects are the result of components and/or products not supplied by Vocare;
j. it concerns the so-called “ageing” effect of LEDs; LEDs may provide less light output during their lifespan, which may cause the colour temperature to differ from new LEDs;
k. the product has been exposed to chemicals, salts, acids or gases.
15.11. A defect in a product does not give the customer the right to refuse or return the entire order of which the product is a part.
15.12. Complaints or a warranty claim do not suspend the customer’s payment obligation.
15.13. If the customer has wrongly complained or wrongly invoked the warranty, all (investigation) costs incurred by Vocare will be charged to the customer.
15.14. In general, LED lighting can be used with an air temperature between -40 degrees Celsius and +40 degrees Celsius. Direct sunlight on a light fitting can cause much higher temperatures. As a result, outdoor lighting must be fitted with a circuit to prevent overheating. Consider an astro-clock or daylight sensor. The warranty is void if the customer has failed to take precautions against overheating due to direct sunlight. Light fittings that are installed at an ambient temperature higher than +40 degrees Celsius are also excluded from the warranty.
Article 16. Suspension and dissolution
16.1. Vocare is entitled to suspend the performance of the agreement with immediate effect if:
a. Vocare is or threatens to be exposed to a dangerous situation during the performance of the agreement;
b. the material with which and the circumstances in which the agreement is to be performed do not meet the requirements set by law;
c. after conclusion of the agreement, Vocare, on the basis of information which it has become aware of, has good reason to believe the customer will not be able fulfil its obligations.
16.2. If Vocare suspends the performance of the agreement, all costs already incurred by Vocare in the context of the agreement will be charged to the customer.
16.3. Vocare is entitled to dissolve the agreement by means of a written statement and without judicial intervention:
a. if the customer fails to fulfil its obligations under the agreement or fails to do so in full;
b. in the event of any circumstances the nature of which means that performance of the agreement is impossible or, in accordance with the criteria of reasonableness and fairness, performance can no longer be demanded, or in the event of any other circumstances in respect of which the unaltered continuation of the agreement cannot reasonably be expected;
c. if the customer applies for or is granted suspension of payment, if the customer is declared bankrupt or a petition thereto is submitted, if the customer is unable to pay its debts, terminates or liquidates its company, under is placed under guardianship or if an administrator is appointed.
16.4. If Vocare decides to suspend or dissolve the agreement, it is not in any way obliged to pay compensation or costs ensuing from this.
16.5. If Vocare dissolves the agreement in accordance with Article 16.3, the customer is liable for all damage suffered by Vocare as a result of such dissolution, such as, but not limited to, costs already incurred and lost profits.
Article 17. Force majeure
17.1. Vocare is not obliged to fulfil one or more obligations under the agreement or to pay compensation in the event of force majeure. Force majeure is taken to mean, in addition to the meaning thereof as laid down in the law and in case law, all external causes, anticipated or not anticipated, on which Vocare cannot exert influence, but which prevent Vocare from fulfilling its obligations. Force majeure is in any case understood to mean weather influences; theft; power and Internet outages; floods, landslides and other natural disasters; terrorism; obstacles by third parties, including those of governments; transport obstructions; strikes (both organised or unorganised); cybercrime; boycott; riots, wars or imminent war; loss of or damage to products during transport; failure to deliver or late delivery of products to Vocare by its suppliers; export and import bans or export and import obstructions; transport delays; blockages; shortages on the market for raw materials or other items; epidemics or pandemic; fires, disruptions and accidents at the premises of Vocare or its supplier; the burning of means of transport of Vocare, its supplier or an engaged transport company, malfunctions thereof, involvement in accidents; measures of any domestic, foreign or international government.
17.2. Force majeure should also be understood to mean a non-attributable shortcoming of a Vocare supplier or of a third party engaged by Vocare, such as a transport company.
17.3. Vocare is also entitled to claim force majeure if the circumstance that prevents the (continued) performance of the agreement arises after Vocare was to have fulfilled its obligation.
17.4. During the time that the force majeure period continues, Vocare will be entitled to suspend any obligations under the agreement. If this period exceeds a term of two months, either party is entitled to dissolve the agreement without further obligation to compensate the other party for any damage.
17.5. Insofar as Vocare has meanwhile partly fulfilled its obligations under the agreement at the time the force majeure commences, or will be able to do so, and the fulfilled part and/or the part to be fulfilled represents independent value, Vocare will be entitled to separately invoice the part that has already been fulfilled and/or is yet to be fulfilled. The customer will be obliged to pay this invoice on the basis of an assumed separate agreement.
Article 18. Liability and limitation period
18.1. Vocare is not obliged to pay compensation as a result of damage which is the direct or indirect result of:
a. an event which is in fact beyond its control and therefore cannot be attributed to its acts and/or omissions, see also article 17 of these general terms and conditions;
b. any act or omission by the customer, or its subordinates and/or other persons, deployed by or on behalf of the customer.
18.2. Vocare will not be liable for any damage, regardless of the nature thereof, due to Vocare acting upon incorrect and/or incomplete information made available by or on behalf of the customer.
18.3. If the location does not have the properties that the customer has communicated to Vocare, the customer is liable for all damage that Vocare suffers as a result.
18.4. Vocare is not liable for any damage whatsoever due to incorrect or improper use of the delivered goods, the use of the delivered goods in conflict with the user manual or instructions for use or incorrect or improper maintenance of the delivered goods.
18.5. Vocare is not liable for damage if the customer or third parties have made changes to the delivered goods.
18.6. Under no circumstances is Vocare liable for damage that has arisen or caused because the customer has used the delivered goods for a purpose other than that for which they are intended.
18.7. If Vocare, in its opinion, is forced to take measures or cooperate with recall actions initiated by manufacturers to prevent (further) damage as a result of claims from customers based on a defect in delivered products, the customer undertakes to cooperate in such measures. Vocare can never be held liable for damage suffered by the customer as a result of initiated recall actions.
18.8. Vocare is in no way responsible for dangerous situations and accidents with or due to the use of the product. Vocare is not liable for damage, such as physical injury, death, material damage or damage to third parties, as a result of the product being used. The use of the product is entirely at the customer’s risk.
18.9. Vocare Ledlight is not liable for damage resulting from cybercrime.
18.10. Vocare is never obliged to pay compensation as a result of consequential damage. In any event, consequential damage is considered to include lost turnover, lost profit, lost savings, production damage, trading loss, business interruption, business interruption loss, damage due to delays, reputational damage, environmental damage, imposed fines or other (government) sanctions and indirect damage, regardless of their origin.
18.11. If Vocare is liable for any damage or loss, its liability will be limited to the amount paid out by its insurer. If in any case the insurer decides against paying out or if the loss is not covered by the insurance, Vocare’s liability will be limited to the invoice amount, or at least that part of the agreement which the liability relates to.
18.12. The customer indemnifies Vocare against third-party claims against Vocare with regard to incidents, acts or omissions, for which Vocare is not liable under the foregoing. The customer is obliged to indemnify Vocare, on demand, for all costs, damages and interest that may arise for Vocare as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph.
18.13. Rights of action and other powers of the customer for whatever reason against Vocare will, in any case, lapse after the expiry of one year from the moment an event occurs that entitles the customer to use these rights and/or powers vis-à-vis Vocare.
18.14. If the customer does not fulfil its contractual obligations or its obligations arising from the law, or does not do so in time or properly, or acts unlawfully towards Vocare, the customer must compensate all damage that Vocare suffers or has suffered as a result.
Article 19. Confidentiality
19.1. Either party will be under the obligation to keep secret all confidential information obtained from the other party or from another source in the course of their agreement. Information is considered confidential if the other party has communicated its confidential nature or if such confidentiality ensues from the nature of the information. The party who receives confidential information will only use this for the purpose for which it was provided.
19.2. If Vocare is under an obligation, either pursuant to a statutory provision or a court order, to disclose confidential information to any third parties designated by law or by the competent court, and it cannot invoke any privilege, either statutory or recognised or permitted by the competent court, it will not be under any obligation to pay compensation or indemnify and the customer will not be entitled to dissolve the agreement on account of any resulting damage.
Article 20. Intellectual property
20.1. Copyright, as well as all other intellectual property rights with regard to, both provisional and final, (drafts of) text(s), images, working and detailed drawings, sketches, models, concepts, digital information, designs, advice,
documents, etc., that Vocare has produced or made available in the context of the agreement are vested in Vocare or its licensor(s).
20.2. Vocare reserves the right to use the work performed for the customer for its own promotion and to place this work on its website.
Article 21. Personal details
21.1. Vocare processes personal data in accordance with the General Data Protection Regulation. For more information about the processing of personal data by Vocare, the customer can consult Vocare’s privacy statement, see https://www.vocare-ledlight.com/Privacy-statement.
Article 22. Applicable law and competent court
22.1. Dutch law applies to these general terms and conditions, to every agreement between the parties and to every other legal act between the parties, even if an obligation is fully or partially performed outside the Netherlands or if the customer is established outside the Netherlands. The applicability of the Vienna Sales Convention is excluded.
22.2. All disputes with regard to agreements between the parties are submitted to the competent court of the court district where Vocare has its place of business.
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