AGB
Panolux B.V. – B2B General Terms and Conditions
English Translation
Table of Contents
- Definitions
- Applicability
- Agreement and Cancellation
- Prices and Rates
- Payments
- Delivery and Delivery Time
- Complaints, Claims and Warranty
- Liability
- Force Majeure
- Confidentiality
- Intellectual Property
- Governing Law and Disputes
- Final Provision
Article 1. Definitions
1.1 Panolux: the private limited liability company Panolux B.V., having its registered office in Kootwijkerbroek and registered with the Dutch Chamber of Commerce under number 85927007. Quality Hearing and Quality Vision 4U are trade names of Panolux B.V.
1.2 Customer: any natural person acting in the course of a profession or business, or any legal entity, partnership or other enterprise to whom Panolux addresses its offers and agreements or with whom Panolux enters into an agreement.
1.3 Products: all products (goods) and services supplied to the Customer under these General Terms and Conditions.
1.4 Agreement: any agreement between Panolux and the Customer, including any amendments or additions thereto, as well as all preparatory and performance-related acts arising from such agreement.
1.5 Written: communication by letter, email or other electronic means accepted by Panolux. This expressly excludes communication via social media or chat services, unless Panolux explicitly confirms otherwise.
1.6 Services: all activities, service work, support, consultancy, installation, maintenance and other non-material performances carried out by Panolux for the Customer.
1.7 Supplier / Third Party: any third party engaged by Panolux for the performance of the agreement, including but not limited to manufacturers, carriers, purchasing organisations, subcontractors and service partners.
1.8 Defect: any deviation of a product or service from what has been expressly agreed in writing, provided that such deviation is demonstrable and is not the result of improper use, normal wear and tear, or circumstances referred to in Article 7.
1.9 Warranty: the warranty provided by Panolux or the manufacturer as described in Article 7, which exclusively relates to the quality and functionality of supplied products under normal and prescribed use.
1.10 Force Majeure: any circumstance as described in Article 9 that prevents performance of the agreement and cannot be attributed to Panolux, including external causes, failures by third parties, natural disasters, pandemics, cyberattacks, fire, strikes and government measures.
1.11 Continuing Agreement: an agreement with an ongoing term as described in Article 3.10.
Article 2. Applicability
2.1 These General Terms and Conditions apply exclusively to all offers, quotations, orders, deliveries and agreements between Panolux and the Customer acting in the course of a profession or business (B2B), as well as to all resulting or related activities. These General Terms and Conditions do not apply to agreements with consumers.
2.2 These General Terms and Conditions also apply to agreements in which Panolux engages third parties for the performance of its obligations.
2.3 Any deviations from or additions to these General Terms and Conditions or to an agreement shall only be valid if agreed between the parties in writing or electronically (e.g. by email).
2.4 Panolux expressly rejects the applicability of any general terms and conditions used by the Customer, unless Panolux has accepted such terms and conditions in writing.
Article 3. Agreement and Cancellation
3.1 All offers and quotations issued by Panolux are non-binding. The Customer is obliged to provide Panolux in a timely manner with all relevant information required for the performance of the work.
3.2 Documentation and brochures remain the property of Panolux and may not be copied or shared with third parties without prior written consent.
3.3 Composite quotations do not oblige Panolux to supply only part of the quoted goods or services at a proportionate part of the price. Additional orders shall not automatically fall under previous quotations.
3.4 The agreement shall be concluded once Panolux accepts the order or actually commences performance thereof.
3.5 Panolux shall be entitled to suspend performance until a reasonable advance payment or payment has been received.
3.6 Panolux may unilaterally withdraw an order within five working days of receipt and without giving reasons; in such case, no agreement shall be deemed to have been concluded.
3.7 Cancellation by the Customer prior to the commencement of performance is possible, provided that Panolux receives compensation for costs incurred, loss of profit and reserved capacity.
3.8 Partial orders that have already commenced cannot be cancelled; full payment shall remain due.
3.9 Materials, tools and loan products remain the property of Panolux. The Customer shall be liable for any damage and is required to insure these items.
3.10.1 If Panolux and the Customer enter into an agreement with an ongoing term (hereinafter: “continuing agreement”), such agreement shall be entered into for a period of one (1) calendar year, unless otherwise agreed in writing.
3.10.2 Upon expiry of the initial term, the continuing agreement shall be automatically renewed for successive periods of one (1) calendar year.
3.10.3 Termination of a continuing agreement must be made in writing and must be received by Panolux no later than 1 November of the current contract year.
3.10.4 If no timely written notice of termination has been received, the continuing agreement shall automatically be extended for the following contract period. For the extended period, Panolux shall retain the right to adjust its prices and/or rates. The Customer shall be informed of this in writing prior to the start of the new contract period.
3.10.5 The burden of proof regarding timely receipt of the notice of termination shall rest with the party giving notice.
Article 4. Prices and Rates
4.1 All prices are stated in euros and are exclusive of VAT, shipping costs, any applicable administration fees, and any surcharges, contributions or fees charged by purchasing organisations, including but not limited to Optitrade, Centrop or similar organisations, unless expressly agreed otherwise in writing.
4.2 Panolux shall be entitled to amend the agreed prices and rates if, after the conclusion of the agreement, cost-increasing circumstances arise over which Panolux cannot reasonably exercise control. Such circumstances include, but are not limited to, increases in purchase prices, raw material costs, wages and personnel costs, transport and shipping costs, energy prices, insurance premiums, taxes and levies, changes in laws and regulations, as well as fluctuations in exchange rates or other circumstances affecting the cost price of the products or services.
4.3 Panolux shall also be entitled to periodically index its prices and rates in accordance with the development of the Consumer Price Index (CPI) for All Households, as published by Statistics Netherlands (CBS). If this index is discontinued or replaced, the comparable index replacing it shall be applied.
Article 5. Payments
5.1 Unless otherwise agreed, payment must be made within fourteen days from the invoice date, preferably by direct debit. In the case of payment by direct debit, the amount will be debited within five days.
5.2 In the event of late payment, Panolux shall charge statutory interest from the due date onwards.
5.3 In the event of bankruptcy, suspension of payments or liquidation of the Customer, all claims of Panolux shall become immediately due and payable.
5.4 Any objections relating to invoices must be submitted within eight days.
5.5 Payments shall be allocated to the invoices specified by the Customer at the time of payment. The Customer must clearly indicate the relevant invoices.
5.6 In the event of default, all judicial and extrajudicial costs shall be borne by the Customer, including any higher demonstrable costs incurred.
5.7 Any bank charges, such as costs related to international payments, currency conversions or chargebacks, shall be borne entirely by the Customer.
5.8 If Panolux has reasonable grounds to doubt the Customer’s creditworthiness based on its financial position, payment history or other circumstances, Panolux shall be entitled, at its own discretion, to require full or partial advance payment, additional security or any other guarantee deemed sufficient by Panolux to ensure fulfilment of the Customer’s payment obligations, before making (further) deliveries or carrying out any work.
5.9 Panolux shall be entitled to suspend the delivery of products and/or the performance of services for as long as the Customer has not fully fulfilled any due and payable payment obligation towards Panolux, without prejudice to Panolux’s other rights arising from the agreement, these General Terms and Conditions or applicable law.
Article 6. Delivery and Delivery Time
6.1 Delivery times are indicative only and shall never constitute strict deadlines. Any delay beyond Panolux’s control shall automatically extend the delivery period.
6.2 Exceeding delivery times shall not entitle the Customer to compensation or suspension of its obligations.
6.3 Unless otherwise agreed, shipping costs shall be borne by the Customer.
6.4 Transport shall take place at the Customer’s expense and risk from the Panolux warehouse onwards.
6.5 In the event of late delivery, the Customer must give Panolux written notice of default and grant a reasonable additional period of at least 30 days to fulfil its obligations.
6.6 The Customer is obliged to accept delivery of or collect the goods. If the Customer fails to do so, Panolux may charge storage costs and invoice the relevant amounts.
6.7 In the event of postponement or acceleration of delivery at the Customer’s request, Panolux may charge any additional costs incurred, including statutory commercial interest in the event of postponement.
6.8 Panolux is entitled to make deliveries in partial shipments; each partial shipment may be invoiced separately.
6.9 Products must be inspected within 48 hours of receipt, and any discrepancies must be reported to Panolux in writing.
6.10 After notification that the order is ready for shipment, the Customer will receive an email containing shipping information. From that moment onwards, the Customer is responsible for tracking the delivery. Panolux shall not be liable for delays or errors caused by carriers.
6.11 All products delivered by Panolux shall remain the property of Panolux until the Customer has fully fulfilled all obligations arising from the agreement(s) concluded with Panolux, including full payment of the purchase price, any interest, costs and damages.
As long as ownership of the delivered products has not transferred to the Customer, the Customer shall not be entitled to pledge these products, transfer them to third parties as security, or otherwise encumber them. The Customer is, however, entitled to resell the products in the ordinary course of its business, provided that it fulfils its obligations towards Panolux in a timely manner.
If the Customer fails to fulfil its payment obligations, Panolux shall be entitled to repossess the products delivered under retention of title. The Customer hereby grants Panolux, or a third party designated by Panolux, permission in advance to enter the premises where these products are located in order to take possession of them.
Article 7. Complaints, Claims and Warranty
7.1 Complaints must be sufficiently substantiated. The Customer is required to provide clear photographs and/or other relevant evidence demonstrating the nature and extent of the complaint. If requested by Panolux, the Customer shall also provide any additional information or supporting documents necessary for the assessment of the complaint. As long as this information has not been provided in full, Panolux shall not be obliged to process the complaint.
7.2 Complaints must be reported in writing within 8 days of discovery, and in any event no later than 14 days after delivery.
7.3 Panolux shall, within reason, provide an appropriate solution (repair, replacement or another form of compensation).
7.4 Complaints shall not suspend the Customer’s payment obligations.
7.5 Complaints shall not be accepted in relation to: improper use, incorrect maintenance, modifications made by third parties, normal wear and tear, or use outside the prescribed application.
7.6 If the applicable deadline is exceeded, the right to submit a claim shall lapse.
7.7 For the risk of loss or damage during transport, please refer to Article 6.
7.8 Warranty: The warranty period is 12 months, unless otherwise agreed in writing, or unless limited to the manufacturer’s warranty for third-party products. The warranty applies only to use within the Netherlands; the Customer is responsible for use outside the Netherlands.
Exclusions: Incorrect use, use after the expiry date, improper storage or maintenance, modifications without prior approval, processing not in accordance with instructions, and external circumstances.
Article 8. Liability
8.1 Any liability of Panolux arising from an attributable failure to perform its obligations under the agreement or from any other cause whatsoever, shall be limited to the fulfilment of the warranty obligations as described in Article 7 of these General Terms and Conditions. If and to the extent that fulfilment of the warranty obligations is not possible, Panolux's liability shall be limited to a maximum amount equal to the invoice value of the relevant delivery or assignment, excluding VAT.
8.2 Panolux shall not be liable for any damage resulting from: intent or gross negligence on the part of the Customer, improper use, or any culpable act or omission by the Customer.
8.3 Panolux shall not be liable for any damage resulting from force majeure (as referred to in Article 9), including failures or shortcomings of suppliers or carriers.
8.4 The limitations of liability shall not apply in the event of wilful misconduct or gross negligence on the part of Panolux or its employees.
Article 9 – Force Majeure
9.1 The parties are not obligated to perform their obligations if prevented from doing so by circumstances beyond their control and for which they are not at fault.
9.2 Force majeure includes external causes, whether foreseeable or unforeseeable, such as natural disasters, fire, staff absences, strikes, cyberattacks, government measures, or failures on the part of third parties.
9.3 Panolux may invoke force majeure even if the situation arises after the date on which performance was due.
9.4 During a force majeure event, the obligations of the parties shall be suspended. If the force majeure situation continues for more than 2 months, either party shall be entitled to terminate the agreement without any obligation to pay compensation.
Article 10 – Confidentiality
10.1 Both parties are obligated to maintain the confidentiality of all confidential information.
10.2 If Panolux is legally required to disclose information, it shall not be liable for such disclosure, and the Customer shall not be entitled to terminate the agreement on the grounds of such disclosure.
Article 11 – Intellectual Property
11.1 All intellectual property rights, including copyrights, trademark rights, trade name rights, database rights, design rights and other intellectual property rights relating to the products, documentation, designs, drawings, photographs, images, logos, website, webshop and other materials provided by Panolux, shall be vested exclusively in Panolux or its licensors, unless otherwise agreed in writing.
11.2 Panolux may use knowledge acquired in the performance of the agreement, without disclosing any confidential information of the Customer.
11.3 All photographs, product images, illustrations, logos and other visual materials appearing on Panolux's website, webshop, in catalogues, brochures and other communications are protected by copyright and are owned by Panolux or used with the permission of the relevant rights holder.
11.4 Without the prior written consent of Panolux, it is not permitted to copy, download, reproduce, publish, distribute, modify or otherwise use such visual materials, in whole or in part, regardless of the purpose.
11.5 Any violation of the provisions of this article shall entitle Panolux to recover from the infringing party the full amount of the resulting damages, without prejudice to Panolux's right to take any additional legal measures.
Article 12 – Governing Law and Disputes
12.1 All agreements shall be governed by Dutch law.
12.2 The court in the place where Panolux has its registered office shall have exclusive jurisdiction, unless mandatory law provides otherwise. Panolux shall also be entitled to submit a dispute to any other court having jurisdiction.
12.3 The parties shall first endeavour to resolve any dispute amicably through mutual consultation before commencing legal proceedings.
12.4 These General Terms and Conditions have been drawn up in the Dutch language. If a translation of these General Terms and Conditions is provided or made available, only the Dutch version shall be legally binding and shall prevail in the interpretation, construction and application of these General Terms and Conditions.
Article 13 – Final Provision
If one or more provisions are declared null and void or unreasonably onerous, the remaining provisions shall remain in full force and effect. The null and void provision shall be replaced by a valid provision that approximates the original purpose as closely as possible. Panolux reserves the right to unilaterally amend these terms and conditions, including rates
Effective date:
These General Terms and Conditions take effect on 1 August 2026 and supersede all previous versions.