Terms and Conditions

Terms and Conditions of Purchase

You should understand that by ordering any of our products, you agree to be bound by these Terms and Conditions of Purchase.

Identity of the Seller:

Icon Eyewear Europe B.V.

Marconilaan-Noord 52

4614 HB Bergen op Zoom

The Netherlands

+31 (0) 168 321 780

info@iconeurope.nl

Registered in The Netherlands under Chamber of commerce registration No. 24459891 VAT number: NL820703898B01

1 - General Terms

1.1 These Terms and Conditions of Purchase are applicable to any purchases made online at www.iconeurope.nl, ("the Website"), to any purchases from Icon Eyewear Europe B.V. and to any agreement concluded between Buyer and Seller in any other way

1.2 The Seller will solely provide her services and products in a Business – to – Business environment. Therefore Seller requires a legal VAT-number from any Buyer to check its validity by the European Commission before entering in an agreement with Buyer. Without a legal VAT number Seller will not be able to process a purchase request of Buyer.

1.3 By placing orders Buyer is offering to contract Icon Eyewear Europe B.V. for the supply of optical products including optical frames, reading glasses, and accessories (also described in these terms and conditions as "goods" or "products").

2 – Placing an order; acceptance of an order

2.1 The display of any items or promotions shall be seen as an advertisement and not as an offer. Buyer will be making an offer to buy, which is subject to these terms and conditions, by completing the online order or when opening a client purchase-account with Seller. If Seller accepts the offer, this will result in a binding contract between Buyer and Seller (“Contract”).

2.2 When Buyer has submitted the order, Seller will email an order confirmation to Buyer acknowledging receipt of purchase and confirming details of the purchase order and invoice. The Contract will relate only to those products whose dispatch has been confirmed in the email confirmation. Seller will not be obliged to supply any other products, which may have been part of the purchase order until the dispatch of such products has been confirmed in a separate email confirmation. Should Seller not be able to supply any purchased products, the value of these items will be refunded to the Buyer within 2 working days.

2.3 Full payment has to be processed prior to dispatch of any purchase order (pre-payment) unless agreed different between Seller and Buyer.

2.4 Seller may not be bound by its acceptance of Buyer´s purchase offer if there is an error in any advertisement or representation made by Seller associated with it, including, but not limited to, any pricing error on the Website, catalogue or any other public marketing exposure. In such event, Seller will inform Buyer as soon as possible after receiving the purchase order and Seller will be entitled to cancel the purchase order.

2.5 Once Buyer´s order is processed, Buyer will be informed by e-mail if any of the products ordered are not available or if there is a query with the purchase order.

2.6 If any goods ordered are out of stock, Seller may offer you substitute products of equivalent quality and price before processing the pro-forma invoice. The Contract will only relate to those products whose dispatch has been confirmed in the email order confirmation. Seller will not be obliged to supply any other products that may have been part of the purchase order until dispatch of such products has been confirmed in a separate order confirmation and pro-forma invoice.

2.7 Buyer can view the status of the purchase order as well as the order history in Buyer´s online www.iconeurope.nl

account 3 - Your Account

3.1 New customers should complete a `New Accounts Application´- form in order to set up an account with Seller.

3.2 Unless agreed in writing, all previous purchase orders have been paid in full before shipment. Seller offers different methods of payment and some could incur a fee.

3.3 The Seller remains the right to withdraw any agreed credit term, in case the payment behaviour of the Buyer is not in accordance to what has been agreed between both parties. In such a case the Seller remains the right to put any further trading with Buyer on hold till further notice.

3.4 In case the Buyer does not fulfil its agreed financial obligations towards the Seller after the first reminder, Seller remains the right to utilize a third party debt claiming company and/or legal advisor. All third parties related costs will be added to the outstanding balance of the Buyer.

4 - Payment

4.1 Full payments have to be processed prior to dispatch of any purchase order (pre-payment) unless agreed differently.

4.2 Seller´s prices are exclusive of VAT (where payable) and exclusive of delivery charges. Seller´s sales conditions are ex-works. The delivery charges will be displayed on the order form and the pro-forma invoice. Buyers are at any time entitled to arrange their own transport of the purchase order. The price of any product will be as quoted except in cases of obvious error. Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an email confirmation. Seller´s website contains a large number of products and it might occur that, despite best efforts, a product listed on the website may be incorrectly priced. Seller will verify prices, as part of dispatch procedures so that, where a product's correct price is, within reasons, less than Seller´s stated price, Seller will charge the lower amount when dispatching the product to Buyer. If a product’s correct price is higher than the price stated on the website, Seller will, at our discretion, contact Buyer for instructions before dispatching the product. Seller is under no obligation to provide the product to Buyer at the incorrect (lower) price, even after Buyer has received the purchase order confirmation by email, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by Buyer as a mispricing.

4.3 Seller provides the following methods of payment: Ideal, PayPal, all major credit cards, Bancontact and bank transfer in advance. Seller is not accepting cheques as a method of payment. Buyer has to contact Icon Eyewear Europe B.V. for the exact payment options and possible additional fees belonging to certain payment options.

5 - Your Obligations

The Buyer undertakes to comply with all the instructions for use to be found on the user instructions supplied with the products or as otherwise directed by Buyer´s basic general practice and knowledge.

6 – Delivery And Inspection Of Goods

6.1 Delivery of products will be as follows: All orders will standard be dispatched through any of Sellers designated freight forwarders. Buyers are at all times entitled to arrange the transport to any other freight forwarding company of its liking for its own risk and expenses.

6.2 Seller aims to dispatch all products within 3 working days after the date Icon Eyewear Europe B.V. has received payment of Buyer. Seller does not guarantee the availability of products or dispatch times. Subject to delays outside Seller control, the overall delivery period should not exceed 21 days. In case Seller has to brand (OEM) purchase order for Buyer, a fixed delivery date will be agreed between Buyer and Seller. In case of any delay in this delivery date, Seller will do its best efforts to minimize the delay and to keep the Buyer informed regularly.

6.3 Upon receipt of the goods, Buyer has to check the goods for any damage, defects or discrepancies. In the event Buyer might think there is a query with the goods, Seller needs to be informed immediately in writing to Icon Eyewear Europe B.V. In such an event goods should never been used by Buyer and goods have to be returned to Seller as set out in the Returns Policy (See 14) unless Seller instructs differently.

7 - Risk During Transport

7.1 Seller shall bear the risk of any damage to or theft or loss of products during transport to the delivery address. This risk will pass to Buyer at the moment of the delivery (see clause 6). Upon delivery Buyer should inspect the products to check for damage. If there is any damage, Buyer is not allowed to use the products and should return them at their earliest convenience as set out in the Returns Policy unless Seller instructs differently.

8 - Warranties

8.1 Seller warrants that the products to be delivered comply with the agreement between Seller and Buyer as well as with the general product specifications valid within the EU ("Warranty"). However, Seller may not be held responsible if Buyer patients/clients do not tolerate any optical frames, sunglasses, reading glasses or any related products ordered by Buyer except where this caused by the gross negligence of Icon Eyewear Europe B.V., its directors, employees, affiliates or other representatives.

8.2 Icon Eyewear Europe B.V. supplies a standard 12-month warranty policy. Goods that show technical fabrication defects within 12 months after delivery should be returned to the Icon Eyewear Europe B.V. office where the purchase order has been processed immediately after the default has been noticed. Return Policy applies. The Buyer will pay for the transport of the goods to the Icon Eyewear Europe B.V. office. When the returned products meet the Warranty policy, Seller will compensate the full value of the faulty goods by a credit note, issued by the Icon Eyewear Europe B.V. office where the original purchase order has been processed. Alternatively a replacement product can be provided, but the Seller retains the right to issue a credit note. Buyer is free to choose a replacement product that is not the exact same product that was returned, however then the Order Policy applies. Replacements of components are not possible unless offered by the seller.

8.3 In case Seller did not yet receive the product(s) under Warranty, but Buyer would like to receive the replacement product(s) in any event, the Seller will deliver the replacement product(s) accompanied by pro forma invoice. In case the Seller does not receive the product(s) under Warranty within 30 days of sending out the replacement product(s), Seller will be entitled to transfer the pro forma invoice into a sales invoice for the Warranty product(s) concerned. Buyer has no further obligation to return the product(s) under warranty back to Seller in this case.

8.4 The Warranty will not apply if a defect has arisen due to any improper use of the product(s), due to normal ´wear and tear´ or if a third party without Icon Eyewear Europe B.V.'s written permission, modified the product(s) or attempted to modify the product(s) or used the product(s) for purposes for which they are clearly not intended.

8.5 Products in any ´Outlet´ - categories of Seller, are end of line products with limited stock and which are offered at strongly reduced prices. Purchases made from any such category are being supplied to Buyer without the standard 12-month Warranty policy. Buyer has 14 days after invoice date of such purchase order to return the products to Seller in case of any clear technical failure.

9 - Privacy

9.1 Seller processes personal information about Buyer in accordance with our Privacy Policy. By placing an order, Buyer consents to such processing and agree that all personal information provided is accurate.

9.2 All given information by Seller shal be used to fulfil, complete, ship and invoice the order correctly and will only be used to coduct business between Buyer and Seller. Never will any information be shared with third parties except the authorities for tax reporting.

10 - Cancellation Right

Seller will charge a restocking fee of 15% of the net value of the invoice amount when;

10.1 the purchase order has been shipped and returned to Seller (Including undeliverable purchase orders). Product(s) have to be in “as new” condition. Buyer will be liable for the transport charges to return the product(s) to the Seller. In case the product(s) are lost and/or damaged during the return transport from Buyer to Seller, Seller will not accept the goods and will return the product(s) once again to Buyer at their expenses. Refer to Seller´s returns policy (see 14).

10.4 Buyer has a legal obligation to take reasonable care of the products while they are in Buyer´s possession. Between the date the Buyer inform the Seller of the wish to cancel and the date the product is returned by Buyer to Seller, Buyer shall bear all risk in keeping the products safe, secure, and free from loss or damage. Restocking fee will have to be settled in full before Icon Eyewear Europe B.V. can process any future order from Buyer.

11 - Owner of goods

11.1 Seller remains the owner of any product until the moment at which Buyer has paid the purchase price in full.

12 – Liability

12.1 Subject to Clause 12.5 and Clause 13, any liability of Seller (whether in contract or otherwise) resulting from the delivery of defective products or late delivery of products will be limited to foreseeable damages up to the amount of the price paid for the items concerned. Losses are foreseeable where they could reasonable be contemplated by Buyer and Seller at the time the purchase order was accepted by the Seller. Liability for foreseeable or unforeseeable damages including but not limited to any losses related to any business of Buyer, such as loss of profits or loss of contracts, loss of income or revenue, loss of goodwill, loss of anticipated savings, loss of data or loss for any business interruption however arising and which could reasonably be contemplated by Buyer and the Seller at the time of placing your purchase order with Seller, is excluded at all times.

12.2 Seller will use it´s best endeavours to deliver the goods to Buyer within the timeframes set out in Clause 6.3 or as set out in Seller´s confirmation of Buyer´s purchase order. There may be events outside control of Seller including but not limited to Force Majeure events (Clause 13) or in verifying Buyer´s prescription. Such events may cause the delivery Buyer´s purchase order to be delayed. Any delay in the delivery of products will not entitle Buyer to terminate the order unless the delay exceeds 30 days from the date of Seller´s confirmation of the order. Any orders/items given by Buyer containing printed (such as Buyers logo’s), etched, altered or taylor made items cannot be terminated.

12.3 Without prejudice to the provisions set out above, Seller will not be liable in the event that the damage was caused by any intentional act or omission or gross negligence by you or your improper use of the products delivered to you.

12.4 Seller and the Company does not limit or restrict its liability for fraud or fraudulent misrepresentation, death or personal injury should it arise from the negligence of Icon Eyewear Europe B.V., its directors, employees, affiliates, or other representatives for any matter for which it would be illegal for us to exclude or attempt to exclude our liability

12.5 Nothing in these Terms and Conditions of Purchase excludes or limits Seller´s liability for any breach of the statutory implied terms as to title, satisfactory quality of the goods or their fitness for purpose.

13 - Force Majeure

13.1 Neither Seller nor Buyer will be obliged to fulfil any contractual obligation if either is prevented from so doing due to a circumstance outside Seller´s respective control including but not limited to postal strikes, electrical failure, transport interruption, strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government etc. ("Force Majeure"). For the purposes of any Agreement and in addition to the above definition and any cases implied by law, Force Majeure will be defined as any and all external causes, whether foreseen or unforeseen, which are beyond Seller's control, but as a consequence of which Seller is unable to fulfil its obligations.

13.2 While a Force Majeure continues to operate, Seller and Buyer may suspend their respective obligations under any Agreement. If this period of suspension lasts over 40 days (from the date of Seller´s confirmation Buyer´s purchase order), either party will be entitled to treat any purchase order accepted by Seller as terminated without further obligation to the other.

13.3 If Seller has already fulfilled its obligations under any Agreement in part when the Force Majeure occurs, Seller will be entitled to charge Buyer for that fulfilled part.

13.4 Once a Force Majeure is operating when Buyer has paid for a product yet to be dispatched, Seller shall return to Buyer the amount paid.

14- Returns Policy

14.1 Product must be in “as new” condition in their original packaging. Returns policy does not cover faults caused by accident, neglect, misuse or normal wear and tear.

14.2 Any orders returned that were placed in error; return transport charges are paid by Buyer

14.3 Seller will charge a restocking charge of 15% net value of the goods plus the carriage when Buyer has ordered incorrect goods and wishes to return. Should Buyer decide not to return the goods within 15 days of the receipt, the order is final and can no longer be returned.

14.4 When Buyer wants to exchange goods, restocking charge does not apply if requested within 7 days of receipt of delivery or unless agreed differently between Buyer and Seller. Transport charges from Buyer to Seller are for the account of Buyer.

14.5 Buyer should report immediately to Seller in the event Buyer wishes to return purchased goods for any of the reasons set out above. Seller will issue Buyer with a returns reference and products concerned should be returned to Icon Eyewear Europe B.V.

14.6 When goods are returned to Seller as undeliverable, Buyer will be contacted for confirmation of the delivery address. If Seller of the goods receives no reply within a reasonable period and in any event within 15 days of the receipt, the purchase order will be cancelled, Seller will charge a restocking fee of 15% of the net value of the invoice amount and the remaining balance will be credited/debited to Buyer´s account. Seller will inform Buyer in writing of this procedure once occurring, including the credit/debit balance on their account with Seller.

14.7 Transport charges - Seller will not pay transport charges for goods returned under this Returns Policy.

14.8 Late returns - If Seller does not receive the returned goods within 15 days of Buyer´s written cancellation, Buyer will be deemed to have accepted the goods. In this event clause 14.4 will be valid.

14.9 Seller may refuse to accept future orders from Buyer who have made previous unsubstantiated claims for non-delivery of goods or for failure to return the goods within the times specified above.

14.10 Defective goods - Nothing within these Terms and Conditions of Purchase affect Buyer´s statutory rights regarding the return of defective goods. In the event goods are supplied defective, Buyer should report this to Icon Eyewear Europe B.V. as soon as possible after discovery of the problem. In case Buyer has any questions or remarks regarding the returns policy please contact Icon Eyewear Europe B.V.

15 - Intellectual Property Rights

Buyer may not use any of the Intellectual Property Rights, Trademarks, images or material in the Website or Catalogues from Seller without written consent of Seller.

16 – Changes to the Terms and Conditions of Purchase

The Seller reserves the right to revise and make changes to these Terms and Conditions of Purchase from time to time to reflect changes in market conditions affecting their business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system's capabilities. Buyer will be subject to the Terms and Conditions of Purchase in force at the time of sending a purchase order to Seller, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by Buyer), or when Seller notifies Buyer of the change to those policies or these terms and conditions before Seller sends Buyer the email confirmation (in which case Seller has the right to assume that Buyer has accepted the change to the terms and conditions, unless Buyer notifies Seller to the contrary within 7 working days of receipt of the products by Buyer).

17 - Waiver

17.1 If Buyer breaches these Terms and Conditions of Purchase or if Seller fails to insist upon strict performance of any of Buyer´s obligations under the Contract and Seller does not take action, Seller will still be entitled to execute their rights and remedies in any other situation when Buyer breaches them and this shall not constitute a waiver of such rights or remedies and shall not relieve Buyer from compliance with such obligations.

17.2 A waiver by Seller of any default shall not constitute a waiver of any subsequent default.

17.3 No waiver by Seller of any of these Terms and Conditions of Purchase shall be effective unless it is expressly stated to be a waiver and is communicated to Buyer in writing.

18 Severability

If any of these Terms and Conditions of Purchase is deemed by any competent authority invalid, void or for any reason unenforceable to any extent, that term, condition or provision will be deemed severable from the remaining terms and conditions and will not affect the validity and enforceability of any remaining terms and conditions.

19 - Written Communications

19.1 Applicable laws require that some of the information or communications Seller sends to Buyer should be in writing. When using Sellers website, you accept that communication with Seller will be mainly electronic. Seller will contact Buyer by e-mail or provide Buyer with information by posting notices on Seller´s website. For contractual purposes, Buyer agrees to this electronic means of communication and Buyer acknowledges that all contracts, notices, information and other communications that Seller provides electronically comply with any legal requirement that such communications be in writing. This condition does not affect Buyer´s statutory rights.

19.2 All notices given by Buyer to Seller must be given to Seller´s local Icon Eyewear Europe B.V. office where you placed your purchase order. Seller may give notice to Buyer at either the e-mail or postal address Buyer provided to Seller when placing a purchase order. Notice will be deemed received and properly served immediately when posted on Seller´s website, 24 hours after an e-mail is sent, or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified e-mail address of the addressee initially supplied by Buyer.

20 Transfer of Rights and Obligations

20.1 The Contract between Buyer and Seller is binding on both parties and on both parties’ respective successors and assigns.

20.2 Buyer may not transfer, assign, charge or otherwise dispose of the Contract, or any of Buyer´s rights or obligations arising under it, without Seller´s prior written consent that will not be unreasonably withheld or delayed.

20.3 Seller may transfer, assign, charge, sub-contract or otherwise dispose of a contract or any of seller´s rights or obligations arising under it, at any time during the term of the Contract and will use reasonable endeavours to inform Buyer in advance of any such assignment.

21 Entire Agreement

21.1 Seller intends to rely upon these Terms and Conditions of Purchase together with any document expressly referred to in them or expressly agreed in writing between parties as setting out the entire agreement between parties in relation to the subject matter of any contract and supersede any prior agreement, understanding or arrangement between parties, whether oral or in writing. Buyer should therefore carefully read these Terms and Conditions of Purchase together with any document expressly referred to in them. If there is anything Buyer does not understand or do not agree with, please contact your local Icon Eyewear Europe B.V. office.

21.2 Both parties acknowledge that, in entering into a contract, neither has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between parties prior to such contract except as expressly stated in these Terms and Conditions of Purchase or any document expressly referred to in them or expressly agreed in writing between parties.

21.3 Neither party shall have any remedy in respect of any untrue statement made by the other party, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

22 Jurisdiction and applicable law

Any contracts between Buyer and Seller, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these contracts or their formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English Law. Any dispute arising from, or related to the Terms and Conditions of Purchase or the Contract shall be subject to the non-exclusive jurisdiction of the courts of the country in which Sellers local Icon Eyewear Europe B.V. office is based and with whom Buyer has entered this legal contract.

Contacting us

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