General terms and conditions

In these General Terms and Conditions, the terms mentioned below are used with the following meanings, unless expressly stated otherwise.

• General Terms and Conditions: the general terms and conditions as stated below.
• Services: the service(s) provided by VIV SUPPORT BV pursuant to an Agreement.
• Buyer: a natural person who does not act for purposes related to his trade, business, craft or professional activity.
• Agreement: any agreement concluded between VIV SUPPORT BV and the Buyer.
• Product: All items that are the subject of the agreement concluded between the Buyer and VIV SUPPORT BV

These General Terms and Conditions apply to every offer and quotation from VIV SUPPORT BV and every Agreement concluded with VIV SUPPORT BV regarding the sale and delivery of Products and/or Services by VIV SUPPORT BV, unless the parties have expressly and in writing deviated from these General Terms and Conditions.

The applicability of any purchasing or other general terms and conditions of the Buyer is expressly rejected.

If it is found that one or more provisions in these General Terms and Conditions are null and void or voidable, the General Terms and Conditions shall remain in force for all other matters. In the event of this situation, VIV SUPPORT BV and the Buyer shall enter into consultation with the aim of agreeing on new provisions to replace the null and void or voided provisions.

Deviations from and/or additions to these General Terms and Conditions are only binding if and to the extent that VIV SUPPORT BV has agreed to them in writing.

Every offer and quotation from VIV SUPPORT BV, whether made orally or in writing, is valid for the period stated therein. If the offer or quotation does not contain a validity period, the offer or quotation is without obligation.

Deviations from and/or additions to these General Terms and Conditions are only binding if and to the extent that VIV SUPPORT BV has agreed to them in writing.

In the case of a non-binding offer or quotation, VIV SUPPORT BV has the right to revoke this offer or quotation no later than two (2) working days after receipt of the acceptance.

If the acceptance deviates (even on minor points) from the offer included in the quotation, VIV SUPPORT BV is not bound by it. The Agreement shall then not be concluded, unless VIV SUPPORT BV agrees to this in writing.

VIV SUPPORT BV cannot be held to its offers and/or quotations if the Buyer, in accordance with the principles of reasonableness and fairness and generally accepted views in commercial practice, ought to have understood that the offer and/or quotation, or any part thereof, contains an obvious error or clerical mistake.

A composite price quotation does not obligate VIV SUPPORT BV to deliver a part of the items included in the offer and/or quotation at a corresponding part of the stated price.

Offers and/or quotations do not automatically apply to future orders or repeat orders.

The Agreement is concluded by timely acceptance by the Buyer of the offer and/or quotation from VIV SUPPORT BV.

The parties may agree that the Agreement is entered into for a longer term or for an indefinite period. If the Agreement is entered into for an indefinite period, the Buyer may terminate the Agreement at any time after one year with a notice period of one month, unless reasonableness and fairness preclude this.

VIV SUPPORT BV is authorized to change the price at any time.

If a price increase occurs within three (3) months after the conclusion of the Agreement, this will not affect the agreed price and the Buyer may terminate the Agreement by a written declaration, unless:

• the price increase results from an authority or an obligation resting on VIV SUPPORT BV pursuant to the law;
• the price increase results from an authority or an obligation resting on VIV SUPPORT BV pursuant to the law;
• VIV SUPPORT BV is still willing to execute the Agreement on the basis of what was originally agreed.

The Buyer has the right to dissolve the Agreement if the price is increased more than three (3) months after the conclusion of the Agreement, unless it has been agreed in the Agreement that delivery will take place more than three (3) months after the purchase

The Buyer may cancel an Agreement regarding the purchase of a Product during a cooling-off period of fourteen (14) days without giving any reason. VIV SUPPORT BV may ask the Buyer for the reason for cancellation, but may not oblige him to state his reason(s).

The cooling-off period referred to in the previous paragraph commences on the day after the Buyer, or a third party designated in advance by the Buyer who is not the carrier, has received the Product, or:

• if the Buyer has ordered multiple Products in the same order: the day on which the Buyer, or a third party designated by him, received the last Product. VIV SUPPORT BV may refuse an order of multiple Products with different delivery times, provided that it has clearly informed the Buyer of this prior to the ordering process;
• if the delivery of a Product consists of several shipments or parts: the day on which the Buyer, or a third party designated by him, has received the last shipment or the last part;
• in the case of an Agreement for the regular delivery of Products over a specified period: the day on which the Buyer, or a third party designated by him, received the first Product.

The Buyer has the right to dissolve the Agreement if the price is increased more than three (3) months after the conclusion of the Agreement, unless it has been agreed in the Agreement that delivery will take place more than three (3) months after the purchase.

Under Services

The Buyer may cancel the Agreement for the supply of a Service within fourteen (14) days without giving any reason. VIV SUPPORT BV may ask the Buyer for the reason for cancellation, but may not oblige him to state his reason(s).

The cooling-off period referred to in the previous paragraph commences on the day following the conclusion of the Agreement.

No right of withdrawal

The right of withdrawal described in this article does not apply to:

• Agreements relating to a Service, after full performance of the Service, and exclusively when performance has commenced with the express prior consent of the Buyer and the Buyer has declared that he loses his right of withdrawal as soon as VIV SUPPORT BV has fully performed the Agreement;
• Products or Services whose price is subject to fluctuations on the financial market, over which VIV SUPPORT BV has no influence and which may occur within the withdrawal period;
• Products manufactured according to the Buyer's specifications, for example custom-made items, or which have a clearly personal character;
• Products whose shelf life has expired within the cooling-off period of fourteen (14) days (perishable goods);
• Sealed products that are not suitable for return for health or hygiene reasons and whose seal has been broken after delivery;
• Sealed audio, video, or software carriers whose seal has been broken;
• For Products or Services which, by their nature, cannot be returned, for example due to hygiene reasons or because they can quickly spoil or become outdated;
• The delivery of individual newspapers and magazines.

During the cooling-off period, the Buyer shall handle the Product and the packaging with care. The Product must not have been used and must be in the same condition as at the time of delivery;

If the Buyer exercises his right of withdrawal, the Buyer shall notify VIV SUPPORT BV of this by means of an unambiguous statement within the cooling-off period. The Buyer may also use the model withdrawal form for this purpose, but is not obliged to do so;

As soon as possible, but within fourteen (14) days from the day following the notification referred to in paragraph 1, the Buyer shall return the Product or hand it over to VIV SUPPORT BV. The Buyer shall in any event be satisfied with the return period if he returns the Product before the cooling-off period has expired;

The Buyer returns the Product with all supplied accessories, if reasonably possible in original condition (unopened) and packaging, and in accordance with the reasonable and clear instructions provided by VIV SUPPORT BV;

The risk and burden of proof for the proper and timely exercise of the right of withdrawal lies with the Buyer. The Buyer bears the direct costs of returning the Product;

If the Buyer withdraws after having first expressly requested that the performance of the Service commence in a limited volume or specific quantity during the cooling-off period, the Buyer owes VIV SUPPORT BV an amount proportionate to that part of the obligation that has been fulfilled by VIV SUPPORT BV at the time of withdrawal, compared to the full fulfillment of the obligation;

If the Buyer exercises his right of withdrawal, all supplementary agreements shall be dissolved by operation of law;

VIV SUPPORT BV will refund all payments made by the Buyer without delay but within fourteen (14) days following the day on which the Buyer notifies VIV SUPPORT BV of the withdrawal. VIV SUPPORT BV may withhold reimbursement until VIV SUPPORT BV has received the Product or until the Buyer demonstrates that he has returned the Product, whichever occurs first;

VIV SUPPORT BV uses the same payment method for reimbursement that the Buyer used, unless the Buyer agrees to a different method;

If the Buyer has chosen a more expensive method of delivery than the cheapest standard delivery, VIV SUPPORT BV is not required to refund the additional costs for the more expensive method.

During the cooling-off period, the Buyer shall handle the Product and the packaging with care. The Product must not have been used and must be in the same condition as at the time of delivery;

The place of delivery shall be the address that the Buyer has provided to VIV SUPPORT BV.

The risk of damage to or loss of Products rests with VIV SUPPORT BV until the moment of delivery to the Buyer or a previously designated representative known to VIV SUPPORT BV, unless expressly agreed otherwise.

VIV SUPPORT BV's obligation to deliver shall, unless proven otherwise, be deemed fulfilled as soon as the goods delivered by VIV SUPPORT BV have been offered to the Buyer once. In the case of home delivery, the carrier's report stating the refusal of acceptance constitutes full proof of the offer of delivery.

The Products remain the property of VIV SUPPORT BV until the Buyer has fulfilled its obligations under the Agreement, including the obligation to pay the full invoice amount.

The Buyer may not encumber, sell, dispose of or otherwise burden the Products before ownership of the Products has passed to the Buyer.

Payment shall be made by transfer to a bank account designated by VIV SUPPORT BV at the time of purchase or delivery, unless otherwise agreed.

VIV SUPPORT BV and the Buyer may agree that payment shall be made in installments. If payment in installments has been agreed, the Buyer shall pay in accordance with the installments and percentages as set out in the Agreement.

The Buyer is not entitled to deduct any amount from the amount due on account of a counterclaim asserted by him.

If the Buyer fails to meet his payment obligation(s) in a timely manner, he shall, after having been notified by VIV SUPPORT BV of the late payment and VIV SUPPORT BV having granted the Buyer a period of fourteen (14) days to still fulfill his payment obligations, and after failure to pay within this 14-day period, owe statutory interest on the outstanding amount and VIV SUPPORT BV is entitled to charge the extrajudicial collection costs incurred by it. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% on the subsequent € 2,500 and 5% on the next € 5,000 with a minimum of € 40.

The Buyer is obliged to inspect the delivered goods at the time of delivery, but in any event within seven (7) days after delivery. In doing so, the Buyer should examine whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meet the requirements applicable in normal commercial practice. Visible defects and shortages must be reported in writing to VIV SUPPORT BV within three (3) days after delivery of the Product. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably burdensome. Complaints regarding the performance of the Agreement must be submitted to VIV SUPPORT BV within a reasonable time, but no later than three (3) days after the Buyer has discovered the defects, fully and clearly described.

Non-visible defects, deficiencies and complaints regarding the performance of the Agreement must be reported to VIV SUPPORT BV within seven (7) days of their discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably burdensome.

• The right to (partial) refund of the price, repair or replacement of the Product, or compensation for damages shall lapse if defects are not reported within the stipulated period, unless a longer period arises from the nature of the Product or from the circumstances of the case.
• Complaints submitted to VIV SUPPORT BV will be answered within a period of fourteen (14) days from the date of receipt. If a complaint requires a foreseeably longer processing time, VIV SUPPORT BV will respond within the period of fourteen (14) days with an acknowledgment of receipt and an indication of when the Buyer can expect a more detailed answer.
• If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to the dispute resolution procedure.

VIV SUPPORT BV is, except in cases of intent and gross negligence, in no way liable for damage arising as a result of the Products and Services supplied by it and/or any failure in the performance of the Agreement or the breach of any other obligations towards the Buyer.

Should – notwithstanding the provisions of the previous paragraph – liability of VIV SUPPORT BV arise at any time as a result of a defect in the delivered Products or Services, such liability shall be limited to a maximum of the invoice amount of the Product or Service in which the damage occurred. Liability for any form of indirect and/or consequential damage is expressly excluded.

VIV SUPPORT BV is not liable if the damage is caused by (a) improper use of the Product or the Service contrary to its intended purpose or purpose, (b) use of the Product or the Service contrary to instructions, advice, user manuals or package leaflets provided by or on behalf of VIV SUPPORT BV, or (c) improper storage or safekeeping of Products.

Any claim for payment of compensation for damages against VIV SUPPORT BV shall lapse within one year after the Buyer became aware of the damaging event or could reasonably have been aware of it.

VIV SUPPORT BV is not liable for damages and/or costs arising from or in connection with delay, restriction, interference, or failure in the performance of an obligation of VIV SUPPORT BV towards the Buyer caused by a circumstance beyond the reasonable control of VIV SUPPORT BV, including but not limited to natural disasters, laws and regulations, ordinances, arrangements, legislative measures, government action or other administrative measures, judicial orders or decisions, earthquakes, floods, fire, explosions, war, terrorism, riots, sabotage, accidents, epidemics, strikes, lockouts, go-slow actions, workplace unrest, difficulties in obtaining necessary labor or raw materials, lack of means of transport or disrupted transport, internet outages, power outages, email traffic failures, and failures or changes in technology supplied by third parties, failures in factory or essential machinery, emergency repairs or maintenance, failures in the public facilities or a shortage of public facilities, delays in the delivery of or defects in goods supplied by suppliers or subcontractors ('Force Majeure').

Should an event of Force Majeure occur, VIV SUPPORT BV will notify the Buyer thereof by means of written notice, stating the cause of the Force Majeure and the manner in which it will affect the performance of its obligations arising from the Agreement. In the event of delay, the delivery obligation will be suspended for a period equal to the time loss incurred due to the Force Majeure. However, should an event of Force Majeure continue or be expected to continue for longer than two (2) months after the agreed delivery date, either party shall be entitled to dissolve the Agreement, in whole or in part, with immediate effect, by means of written notice, without judicial intervention, without either party being entitled to claim any compensation.

If, at the time of the occurrence of force majeure, VIV SUPPORT BV has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, VIV SUPPORT BV is entitled to invoice the already fulfilled or to be fulfilled part separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

If the Buyer fails to fulfill an obligation under the Agreement, or fails to do so fully or in a timely manner, VIV SUPPORT BV has the right to suspend the performance of the corresponding obligation. In the event of partial or improper performance, suspension is permitted only to the extent justified by the failure.

Furthermore, VIV SUPPORT BV has the right to dissolve the agreement in the event that the Buyer is declared bankrupt, applies for provisional suspension of payments, lodges a request for the application of statutory debt restructuring, or if the Buyer loses the power of disposal over his assets or parts thereof through seizure, placement under guardianship, or otherwise.

VIV SUPPORT BV reserves all rights and powers to which it is entitled under the Copyright Act and other relevant laws and regulations.

VIV SUPPORT BV has the right to use any knowledge gained through the execution of the Agreement for other purposes, provided that no confidential information is disclosed to third parties.

For all claims against VIV SUPPORT BV and any third parties engaged by VIV SUPPORT BV, a limitation period of one (1) year applies, notwithstanding the statutory limitation periods.

The foregoing does not apply to claims based on the delivered item not conforming to the Agreement. In this case, the claims shall be time-barred after two (2) years from the date the Buyer informed VIV SUPPORT BV of the defect in the delivered item.

Agreements between VIV SUPPORT BV and the Buyer are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.

Any disputes arising from an Agreement which cannot be resolved by mutual agreement shall be heard by the competent court within the district of the District Court of Rotterdam, unless VIV SUPPORT BV prefers to submit the dispute to the competent court of the Buyer's place of residence.