General
terms & conditions
SAVETYVISION

Artikel 1. definitions and general. §1. “SAFETYVISION”: SAFETYVISION BV, with registered office at 1785 MERCHTEM, Marktstraat 4/1, with company number 0765.579.329. §2. the "Customer”: Any natural or legal person who places an order, via the website or otherwise, both for himself and for third parties, and/or concludes an agreement with SAFETYVISION. §3. These General Terms and Conditions are applicable to any quotation from, any agreement with, any delivery of goods and/or provision of services by, any invoice from, and, in general, any transaction of SAFETYVISION, except in the case of a written different statement from or a written different agreement with SAFETYVISION. The Customer acknowledges and accepts that only SAFETYVISION's general terms and conditions are applicable and that any of its own general terms and conditions are totally excluded, or that SAFETYVISION's general terms and conditions take precedence. §4. Unless proven otherwise, any agreement implies the express, unconditional and irrevocable acceptance, without any reservation, of these general terms and conditions by the Customer. §5. Any modifications to these general terms and conditions shall only be binding upon SAFETYVISION if SAFETYVISION has accepted those modifications in writing and in advance. §6. Any clause that should deviate from these general terms and conditions shall only replace the text to which it specifically refers, without affecting the validity of the other provisions of these general terms and conditions. §7. SAFETYVISION reserves the right to modify the agreement and/or these general terms and conditions at any time subject to the prior agreement of the Customer (which may be evidenced by, among other things, the subsequent execution of the agreement).

Artikel 2. conclusion, modification and cancellation of the agreement, future deliveries. §1. Each order placed by the Customer binds the Customer. §2. SAFETYVISION's quotations, unless expressly agreed otherwise, are for information only, non-binding and valid for a period of 15 calendar days from the date of the quotation. An agreement is only concluded when SAFETYVISION sends a written order confirmation to the Customer. An order confirmation is always subject to the condition precedent of sufficient availability (stock) of the goods covered by the order, either at SAFETYVISION or at the supplier of SAFETYVISION. §3. The Customer may change a placed order only if it so requests in writing within eight (8) calendar days after the order was placed. An exception is made to the foregoing if the order is placed eight (8) calendar days or less prior to delivery, in which case the Customer may not change a placed order without compensation for SAFETYVISION. Any change must be accepted in writing by SAFETYVISION, failing which the order will be deemed not to have been changed. The Customer agrees that the price and/or the delivery time of the goods may be altered according to the nature of the change, and the Customer shall pay any surcharge that would result from the change of the original order. §4. The Customer may cancel a placed order without compensation for SAFETYVISION only if it notifies SAFETYVISION thereof in writing within a period of eight (8) calendar days after the signing of the order. An exception is made to the foregoing if the order is placed eight (8) calendar days or less prior to delivery as stated in the order, in which case the Customer may not change a placed order without compensation for SAFETYVISION. For cancellations that entitle SAFETYVISION to compensation (hereinafter referred to as "late cancellation"), SAFETYVISION shall be entitled to a cancellation fee at a flat rate of 30% of the net purchase price (excluding VAT) as stated in the order. §5. In pursuance of and subject to the conditions set forth in §1 and §2, only a sales agreement between SAFETYVISION and the Customer is concluded. No framework agreement or open-ended agreement shall be concluded in any way between SAFETYVISION and its suppliers on the one hand and the Customer on the other. The acceptance or approval of an order by SAFETYVISION and/or its supplier shall not in any way entitle the Customer to future orders or deliveries, nor to any compensation at the expense of SAFETYVISION and/or its supplier, so that SAFETYVISION and/or its supplier remain entirely free to accept or refuse future orders, either for all or part of the points of sale of the Customer. §6. The samples, images and data (e.g. finishing, colours, etc.) provided by SAFETYVISION shall only be approximate. Obvious mistakes or errors do not bind SAFETYVISION.

Artikel 3. prices. §1. All prices are expressed exclusive of taxes (including value added tax) and any transport and packaging costs. The Customer accepts that the aforementioned taxes and costs are at its expense and will be charged to it by SAFETYVISION. §2. Unless otherwise agreed, the transport costs amount to EUR 30. §3. If the Customer fails to take delivery of the goods it has ordered and are delivered by SAFETYVISION, SAFETYVISION shall store these goods at the expense and risk of the Customer. In this event, the Customer shall reimburse SAFETYVISION in full for all costs (directly or indirectly) resulting from this storage.

Artikel 4. delivery. §1. The contractual delivery time must be observed by the Customer; no exceptions will be made. If, within the delivery time, the Customer fails to take delivery of the goods, takes only partial delivery, or refuses to take delivery, this shall, without prejudice to Article 3, §3, be considered a late cancellation, and SAFETYVISION shall be entitled to a cancellation fee at a flat rate of 30% of the net purchase price (excluding VAT) as stated in the order. §2. The proposed delivery time is a best effort obligation and not an obligation of result. Therefore, SAFETYVISION will try to the best of its ability to deliver within the appointed delivery time. Unless expressly agreed otherwise (e.g. when the delivery time is essential), non-compliance with the appointed delivery time by SAFETYVISION, performance of a partial delivery by SAFETYVISION, or a complaint concerning the delivered goods, even in pursuance of §5, shall not entitle the Customer to terminate the agreement, nor to refuse to take delivery, nor to suspend or refuse payment, nor to claim damages. §3. The goods shall be deemed to have been delivered at the warehouses of SAFETYVISION (ex works). The goods are always shipped at the Customer's risk. This provision shall apply without prejudice to the retention of title clause referred to in Article 8. §4. SAFETYVISION has the right to make partial deliveries. §5. Before taking delivery, the Customer shall inspect the delivered goods. In order to be admissible, all complaints relating to visible defects or omissions must be addressed to SAFETYVISION by duly reasoned and registered letter or by email with acknowledgement of receipt within a period of eight (8) calendar days following receipt of the goods. In the absence of such complaint, the Customer shall be deemed to have accepted the goods without reservation. §6. Non-defective goods shall under no circumstances be taken back and/or refunded by SAFETYVISION.

Artikel 5. payment. §1. Except as expressly provided otherwise, all invoices of SAFETYVISION are payable within thirty (30) calendar days of the invoice date. §2. An invoice can only be validly protested within a period of 14 calendar days from its date of issue by means of a duly reasoned and registered letter or by email with acknowledgement of receipt. Any invoice that has not been protested in the aforementioned manner shall be irrevocably accepted. §3. SAFETYVISION shall have the right to apply payments first to any accrued interest, (legal) costs and liquidated damages referred to in Article 6 and subsequently to the outstanding principal sum. Any payment made by the Customer shall be deemed to be destined for the settlement of the oldest or most urgent outstanding debt, without prejudice to the right of SAFETYVISION and its appointees to apply the payment to another debt of the Customer both towards SAFETYVISION and towards a(nother) supplier. §4. The Customer shall not be entitled to set off the amounts it owes to SAFETYVISION against any amounts that SAFETYVISION may owe to the Customer, on whatever account and regardless of whether or not such amounts are due and payable.

Artikel 6. default. §1. In the event of failure to pay one or more invoices in full by their due date, SAFETYVISION shall be entitled, as of right and without prior notice, (i) to default interest at the rate specified in the Act of 2 August 2002 on combating late payment in commercial transactions and (ii) to liquidated damages equal to 10% of the outstanding amount with a minimum of EUR 100, without prejudice to SAFETYVISION's right to reimbursement of judicial costs (including procedural costs) in the event that it would be necessary to pursue judicial recovery and without prejudice to SAFETYVISION's right to claim higher compensation in case the damage for SAFETYVISION should be greater. §2. In the absence of payment on the due date of one or more amounts, all outstanding but not yet due amounts owed by the Customer shall become due and payable by operation of law and without notice of default. §3. SAFETYVISION has the right to suspend its commitments (for example, to deliver ordered goods) with immediate effect and without prior notice of default, without being obliged to pay any compensation (i) in the event of non-payment in full by the due date of one or more invoices, even as part of another agreement than the one to which the non-performance relates or (ii) in the event that the Customer’s solvency is no longer guaranteed, such as, but not only, in the event of the issuance of an uncovered cheque, protest of a bill of exchange, seizure, dissolution, liquidation, collective debt settlement, bankruptcy, negative equity respectively by/of/against the Customer. §4. If the Customer fails to fulfil one or more of its obligations, SAFETYVISION may choose to suspend the performance of the agreement or to demand the dissolution of the agreement. SAFETYVISION has the right to terminate the agreement between it and the Customer with immediate effect, without prior notice of default and without prior judicial intervention, at the Customer’s expense without SAFETYVISION being obliged to pay the Customer any compensation, by written or other notification to the Customer (i) in the event that the Customer’s solvency is not, or no longer, guaranteed, such as, but not only, in the event of the issuance of an uncovered cheque, protest of a bill of exchange, seizure, dissolution, liquidation, collective debt settlement, bankruptcy, negative equity respectively by/of/against the Customer, (ii) in the event that the Customer defaults on one or more of its obligations towards SAFETYVISION, including in any case, but not only, late payment of the invoices issued by SAFETYVISION or the requested down payments, advance payments and instalment plans, even as part of an agreement other than the agreement being terminated, and (iii) the Customer itself states that it will not fulfil its obligations. In that case, SAFETYVISION shall be entitled to reclaim goods already delivered or in shipment. §5. In the event of termination at the expense of the Customer, SAFETYVISION shall have the right, in addition to the right, if applicable, to the return of the goods already delivered, to claim from the Customer an additional compensation fixed at 30% of the net purchase price (excluding VAT) or of the invoices or amounts still outstanding, without prejudice to SAFETYVISION's right to claim higher compensation in the event that its damage should be greater. §6. In the event of late cancellation or dissolution of the agreement at the Customer’s expense, SAFETYVISION shall have the right to use the advances paid by the Customer to settle the payments to which it is entitled.

Artikel 7. force majeure. §1. SAFETYVISION shall not be liable for non-performance, non-timely performance or improper performance of any of its obligations as a result of any extraneous cause, such as accident or force majeure, which is beyond its control. Force majeure shall be understood to mean any event which renders fulfilment of SAFETYVISION's obligation reasonably impossible, extremely difficult or extremely expensive and which is not attributable to SAFETYVISION, even if it was foreseeable at the time of conclusion of the agreement. §2. Without being exhaustive, the following events shall be deemed to constitute an extraneous cause for SAFETYVISION: strike, lockout, war, government obligation, requisition, occupation of territory, riot, assault, robbery, sabotage, epidemic or pandemic, disease, fire, flood, snowfall, storm, earthquake, natural disaster, changes in transportation rates, changes in customs rates, shortage of labour, shortage of fuel, failure of machinery, traffic obstruction, late delivery by its supplier or subcontractor, insolvency of its supplier or subcontractor, insufficient stock at its supplier or subcontractor, and any extraneous cause for its supplier or subcontractor. The aforementioned events are deemed to be unforeseeable and unavoidable for SAFETYVISION. §3. Without prejudice to §1 and §2, the parties acknowledge that since the beginning of the Covid-19 pandemic, various measures have been taken by public authorities to combat the pandemic. The parties agree that additional government action may be expected. As a result, not all government actions and not all consequences of the Covid-19 pandemic are unpredictable and unavoidable and thus will not automatically qualify as force majeure. The parties are obligated to take sufficient measures to avoid or minimize the risks of such government actions and consequences of the Covid-19 pandemic, and to assess on a case-by-case basis whether a specific situation related to the Covid-19 pandemic qualifies as force majeure. §4. In the event of force majeure, the Customer shall not be entitled to any compensation from SAFETYVISION for any reason whatsoever. §5. Without prejudice to §4, the performance of SAFETYVISION’s obligations shall, in the event of force majeure, be suspended in whole or in part for the entire duration thereof.

Artikel 8. retention of title. §1. SAFETYVISION shall retain title to all goods sold, whether delivered or not, until SAFETYVISION has received full payment. Consequently, the Customer shall be prohibited from performing any act of disposition of the goods, including sale, exchange, donation, loan, pledge or any other act of disposition, as long as the goods sold have not been paid for in full. The Customer is aware that violation of the aforementioned prohibition is punishable under civil and criminal law. §2. The goods delivered under retention of title shall be kept by the Customer at its expense and risk.

Artikel 9. recommended resale price. SAFETYVISION may communicate to the Customer a specific recommended resale price per item. Where SAFETYVISION sets maximum retail prices, the Customer shall refrain from charging higher prices. In the context of a promotional campaign, in the event that the Customer is a franchisee of SAFETYVISION, the Customer shall charge the resale price imposed by SAFETYVISION where appropriate.

Artikel 10.  limitation of liability. §1. SAFETYVISION shall only be liable for damage resulting from fraud, intentional or serious fault committed by itself or its appointees, or for damage resulting from non-performance of the essential obligations of the agreement. SAFETYVISION shall, on the other hand, never be liable for damage resulting from force majeure, nor for damage resulting from accident, extraneous causes or acts or omissions of the Customer, its appointees and/or third parties. Similarly, SAFETYVISION shall not be liable for accidents that may occur. §2. Without prejudice to §1, SAFETYVISION shall also not be liable in any way for indirect or consequential damage. Indirect damage includes consequential damage (e.g., economic damage, costs connected with the purchase of replacement goods, loss of opportunities, loss of customers, intangible damage (e.g., reputation damage), damage to goods other than those supplied by SAFETYVISION). §3. Without prejudice to §1 and §2, SAFETYVISION's liability, regardless of the extent of the damage and the nature of the failure, shall always be limited to the amount actually paid by its insurer or, failing that, the amount equal to the amount of the order placed by the Customer (excluding VAT) on which the complaint is based. §4. In any event, the Customer must, within ten (10) calendar days following the detection of any damage, inform SAFETYVISION by registered letter or by email with acknowledgement of receipt of the circumstance giving rise to the damage, failing which the complaint will not be accepted and the Customer will be deemed to have waived any claim against SAFETYVISION. §5. SAFETYVISION shall in no way be held responsible by the Customer for the payment of storage, conservation, warehousing or similar costs. §6. SAFETYVISION shall in no event be liable severally, indivisibly or jointly with third parties for payment of damages. §7. The Customer accepts that no provision of these general terms and conditions shall improperly limit or exclude its legal rights in the event of default by SAFETYVISION.

Artikel 11.  intellectual property. §1. All intellectual property rights over or connected with the goods covered by the agreement with the Customer are and will remain the exclusive property of SAFETYVISION or its supplier. §2. No provision in any agreement shall be construed as transferring or licensing, in whole or in part, any such intellectual property rights to the Customer. §3. The use of all intellectual property of SAFETYVISION and its supplier is subject to the prior written approval of SAFETYVISION. §4. The Customer is not permitted to change, remove or make unrecognizable any indication of the intellectual property rights of SAFETYVISION and its supplier. §5. The Customer shall not use or register any trademark, design or domain name of SAFETYVISION and its supplier or any corresponding sign in any country, anywhere in the world.

Artikel 12.  Privacy. §1. SAFETYVISION is responsible for the processing of personal data of the Customer or other data subjects in the context of an agreement. It shall take all appropriate technical and organizational measures to ensure that the processing of personal data in the context of an agreement complies with the applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 (hereinafter referred to as the "GDPR”). Among other things, it shall also take all appropriate security measures to protect personal data that are processed. The processing of personal data by SAFETYVISION is governed by its privacy policy, which can be consulted at http://www.dockersbygerli-safetyshoes.com/privacy. §2. In any case, the Customer shall comply with the applicable data protection legislation, including the GDPR, and shall take all appropriate technical and organizational measures to this end. The Customer shall indemnify SAFETYVISION in full against any and all claims by third parties in connection therewith, in principal, interest and (legal) costs.

Artikel 13.  divisibility - miscellaneous provisions. §1. The nullity, invalidity or unenforceability of one or more provisions of the agreement or these general terms and conditions shall not in any way result in the nullity, invalidity and/or unenforceability of the remaining provisions of the agreement or these general terms and conditions. In the event that any of the provisions exceeds any legal limitation, the provision in question or portion thereof shall not be null and void, but the Parties shall be deemed to have agreed that such provision or the conflicting portion thereof shall be reduced or limited to the maximum permitted under applicable law, and any provision or portion thereof that exceeds such limits shall be amended or replaced by operation of law by a valid clause that adheres most closely to the intent of the Parties. The court shall have the power to modify the void, invalid, or unenforceable provision so as to make it valid and enforceable while adhering as closely as possible to the original intent of the Parties. §2. Each clause of these general terms and conditions is truly desired by both parties; no clause of these general terms and conditions creates a (manifest) imbalance between the rights and obligations of the parties, taking into account the specific nature of the sector in which they operate and the specific nature of the goods. The stipulated risk allocation partly determined the sale price of the goods. §3. On no account shall any act or omission of SAFETYVISION or any provision of the agreement be construed as a waiver of rights to the detriment of SAFETYVISION. §4. SAFETYVISION reserves the right to digitize all printed documents. Digitized documents are considered to have the same legal value as printed documents.

Artikel 14.  place of performance, applicable law and jurisdiction. §1. All obligations of SAFETYVISION or the Customer are to be performed at the registered office of SAFETYVISION. §2. Any quotation and any offer by SAFETYVISION, any agreement between SAFETYVISION and the Customer, any delivery of goods and/or services by SAFETYVISION shall be governed exclusively by Belgian law. §3. For any disputes between SAFETYVISION and the Customer, the courts of Antwerp shall have exclusive jurisdiction.