General Business Terms and Conditions

General Business Terms and Conditions of Omnivision BV

1. General Validity

These General Business Terms and Conditions of Omnivision BV apply to all legal relations of the contracting parties in particular the conclusion of a written contract, e.g. sales contracts and license contract in the domain of e-commerce. The General Business Terms and Conditions are effective in the current version at the time of contract conclusion. The Customer may view the General Business Terms and Conditions by clicking on the pertinent link on our website and print them. The General Business Terms and Conditions apply also for all future business transactions, even if they are not expressly agreed on again. Infringement or opposing business terms and conditions of the Customer do not obligate Omnivision BV , even if Omnivision BV did expressly object.

2. Quotation / Order Confirmation

Information and pictures provided on the Omnivision websites, in the operating instructions, marketing material and quotations must be considered as non-committal if not expressly confirmed as legally binding by Omnivision BV . Contracts will only be concluded when the Customer has received a written order confirmation from Omnivision BV . The order confirmation is crucial for determining the scale and volume of delivery and contractual obligations.

3. Prices / Terms of Payment

3.1 Prices of Omnivision BV are quoted net in EURO ex works Best (NL) exclusive of packing costs, shipment costs, other extra expenses (e.g. installation costs) and Value Added Taxes, which are separately declared on the invoice.
3.2 In case Omnivision BV delivers the product on account, a time for payment will be stated. If the Customer fails to pay until the due date he or she will be in default of payment without receiving a demand of payment. Legal consequences will derive from the applicable law. The Customer bears the costs of the dunning procedure.
3.3 National and international shipment of goods with a net value of up to 5.100 Euro will be executed on cash on delivery basis, payment in advance or payment by credit card. Other payment procedures must be agreed upon in writing with Omnivision BV . An indication of the payment procedure on the order confirmation is sufficient.
3.4 The Licensee is not entitled to retention of payment or to reckon up with claims unless they are unchallenged or legally binding.
3.5 Omnivision BV has the right to refuse delivery of the product as well as licensing the software product until all Customer's outstanding accounts have been settled.

4. Times of Delivery and Service

4.1 Times for delivery and service are only obligatory if expressly confirmed by Omnivision BV in writing. Any Customer purchase order must be provided to Omnivision BV in writing unless differently agreed upon e.g. Customer provides PROVISIO with a direct debit authorization.
4.2 Time of delivery does not commence prior to receipt of due payment.
4.3 Disposability-Reservation: Delivery times binding upon an agreement will be extended up to 2 weeks in case Omnivision BV has not been supplied in time or the delay in delivery in caused by legal reasons. In this case Omnivision BV has to promptly notify the Customer in writing of the delayed delivery. Omnivision BV may offer a product equivalent in quality and price or withdraw from the contract. Offer of compensation delivery and notification of withdrawal from the contract will be issued without delay but no later than 6 workdays after receipt of purchase order.
4.4 Omnivision BV may perform partial deliveries through which delivery times are observed.
4.5 Delivery and performance times of Omnivision BV are suitably extended in case of a force majeure (act of God).

5. Delivery and Risk of Loss

5.1 The delivery is effective ex works (Best, Netherlands) at the purchaser's costs and risks pursuant to the written order confirmation.
5.2 With the dispatch of the software and hardware the delivery risk will be with the Customer. This rule also applies if delivery is free. In case the product is picked up by the Customer, the Customer bears the risk of supply after being informed that the goods are available.
5.3 Omnivision BV decides in its own discretion which method of packing and delivery of the goods to choose unless otherwise agreed upon.
5.4 Insurances against transport damage, breakage or theft may be managed by Omnivision BV , but only if requested and paid by the purchaser.

6. Title

Title to and property in any products passes from Omnivision BV to Customer only when Omnivision BV has received full payment of all sums then owed by Customer to Seller. As far as Omnivision BV in the scope of warranty obligations replaces any products, title to and property in the replaced products passes from the Customer to Omnivision BV when the Customer receives the product.

7. Warranty

7.1 Omnivision BV warrants the initial Customer that the software data carrier and any other delivered hardware are without material faults under normal circumstances and maintenance at the time of delivery. Omnivision BV does not guarantee that the software product or any other product meets the Customer's requirements and purposes. Nor does Omnivision BV guarantee that the software product and hardware product is compatible with other software or hardware. Omnivision BV grants a warranty for single products but not for a main unit consisting of certain single products unless expressly agreed upon by the parties in writing.
7.2 The data and information provided on OMNITAPPS website, in the operating instructions and manuals, and in any other material like product descriptions and catalogues must be considered as non-committal product descriptions and not as guarantees. The granting of a guarantee must be confirmed in writing by Omnivision BV to become legally binding.
7.3 Omnivision BV will at its own discretion either repair the product, install a circumvention of the error or replace the product if a reproducible damage or defect of the software product occurs within the warranty period. Replaced devices or parts become property of Omnivision BV . Omnivision BV may appoint third parties for the correction of the error. In this case, Omnivision BV still acts on its own behalf and expenses.
7.4 If Omnivision BV can prove that no warranty case with regard to the alleged damage or defect occurred, the Customer has to bear the expenses for defect diagnosis and connected services. If Omnivision BV fails to remedy the defect by repairing or replacing within two weeks after commencement, the Customer is free to withdraw from the contract or reduce the purchase price. Withdrawal from the contract and reduction of the purchase price has to be declared in writing. Customer needs to destroy the software product, the license code and copies if he or she withdraws from the contract. The Customer must also return all data carriers, delivered hardware including backup copies, written materials and a copy of the invoice to Omnivision BV or the supplier who sold the product. The products have to be delivered free. An exchange in advance is not possible.
7.5 The Customer commits him- or herself to examine the software product immediately after receipt for obvious damages and defects easily identifiable by an average Customer. Should an obvious damage, lack or defect occur, Customer shall notify Omnivision BV or the supplier in writing within four weeks after delivery. Customer must reprimand damages and defects he or she recognizes at a later point in time to Omnivision BV or his or her supplier within four weeks after detecting. If no such notice is received, software products and goods will be deemed conforming, free of any defect and accepted by the Customer unless the damage or lack was not recognizable even after careful inspection by an average consumer within the time limit mentioned above. The Customer agrees to pay for all accepted goods in accordance with the terms and conditions set forth herein.
7.6 Omnivision BV is not liable for damages and defects which are due to improper installation, usage and maintenance, above-average usage by Customer and assigned persons, interference in the product by Customer or third parties unless these damages have been caused intentionally or in a grossly negligent way by Omnivision BV . Customer is solely responsible for the proper use of the product and data saving.
7.7 The warranty period is twelve months beginning with the delivery of products.
7.8 Omnitapps is based on Microsoft’s Windows and Adobe Air framework. Omnivision BV is not able to fix bugs which are related to the Microsoft OS or Adobe AIR framework.

7.9 The Customer may assert a claim resulting from manufacturer warranties of the offered products. However, third-party statements and grants (e.g. distributors) about warranty, liability and compensatory or punitive damages are non-binding to Omnivision BV .

8. Liability of Omnivision BV

8.1 All other warranty and liability of Omnivision BV , its representatives and auxiliary persons is excluded unless Omnivision BV acted in a grossly negligent way or intentionally, or bodily harm is subject matter of the damage event. In any case, Omnivision BV 's liability is limited to the amount paid by the Customer for the product or license respectively.
8.2 Processing equipment and computer software do not perform error-free under the current state of the art. Accordingly, Omnivision BV cannot provide for an error-free performance of our e-commerce platform at any time. Deficiencies of the Internet cause also technical errors. Omnivision BV is therefore not liable for damages resulting from an omitted order processing due to a technical error.
8.3 Omnivision BV 's liability according to mandatory product liability law will remain unaffected.
8.4 The preceding regulations cover the entire scope of liability of Omnivision BV , its representatives and auxiliary persons. Any further liability is excluded.

9. Consumer Right of Withdrawal

According to the EU Distance Selling Directive Customers who areconsumers have the right to withdraw from this contract for two weeks starting from the date of receipt of the goods or the date of contract conclusion if the performance of a service is subject of the contract, or if later, the date when written confirmation was received, provided that there has been no face-to-face contact between the parties prior to making the contract, e.g. contracts concluded by telephone, fax or e-mail. Consumers are people acting outside their trade, business or profession and suppliers. This right is exercisable by the consumer without penalty and without having to give any reason. The consumer does not have the right of withdrawal unless otherwise stipulated by law or unless an express agreement has been reached, if subject of the contract is:
- the delivery of goods, which have been produced according to certain consumer specifications or modified to comply with consumer requirements
- the delivery of goods, which are not eligible for returns
- the delivery of audio and video recordings or software, if the delivered data carrier has been unsealed by the consumer (e.g. entry of the registration or license code of the software).
The Consumers Right of Withdrawal lapses for service contracts if Omnivision BV has already commenced to perform the service with the consumer's approval prior to the expiration of the withdrawal time limit or if the consumer has induced the commencement. The withdrawal notice does not have to state a reason. The withdrawal notice must be in writing on a permanent data carrier or performed by returning the purchased product. A timely dispatch of the withdrawal notice is sufficient to comply with the withdrawal time limit. In case of timely withdrawal the consumer is no longer bound by this contract with Omnivision BV . In case of withdrawal the consumer must immediately return the software product, other purchased products as well as the registration and licensing data to Omnivision BV at Omnivision BV 's expense and risk, if the consumer has not already executed his / her right by returning the goods.

10. Protection of Data Privacy

The Customer agrees expressly that his/her company and personal data will be saved and processed in the database of Omnivision BV in conjunction with the business he/she has done with Omnivision BV and in accordance with the law. Customer further agrees to the procedure by means of which the data are processed. Omnivision BV collects, processes, saves and uses Customer data received through purchase orders only in conjunction with the process of the purchase orders and only for marketing and market analysis purposes. Customer data will only be passed on to associated companies for processing purchase orders. Customers who disagree to these internal usages of their data may object by a written notice at any time.

11. Closing Statement

11.1 All property rights, title, and copyrights in and to the software products and plug-ins, including all documentation and any copies of the software product are owned by Omnivision BV . The software product is licensed not sold.
11.2 Place of Delivery and Payment is the company seat of Omnivision BV .
11.3 If any part of these General Business Terms and Conditions are illegal or become illegal, the remainder of the Business Terms and Conditions remain in full force nonetheless. The contract becomes automatically amended in a way that comes closest to the business intentions behind the invalid part that made this contract illegal. The same rule applies if a contractual loophole occurs.
11.4 Any amendments and modifications to these terms and conditions need to be in writing including this clause.
11.5 Only the law of Netherlands applies to this contract and any other legal relations between the Customer and Omnivision BV . UNCITRAL provisions (UN-LAW) do not apply in any form.
11.6 Place of jurisdiction is the seat of Omnivision BV or any other legal jurisdiction chosen by Omnivision BV and allowed by law if the Customer is a fully qualified merchant, a public corporation or a special fund.