These general terms and conditions apply to all offers, quotations, order confirmations agreements and deliveries by and with SMEYEL GROUP B.V., SMEYEL Solutions B.V. and SMEYEL Contact lenses B.V, (hereinafter also referred to as: "we" or "us"), unless otherwise agreed in writing. SMEYEL GROUP B.V., SMEYEL Solutions B.V. and SMEYEL Contact lenses B.V. are engaged in the sale of contact lenses, contact lens solutions and related items. In these General Terms and Conditions "buyer" means the (legal) person who buys products from us(SMEYEL GROUP B.V., SMEYEL Solutions B.V. and/or SMEYEL Contact lenses B.V.) or who uses our services. Deviations from these General Terms and Conditions shall only be valid if confirmed by us in writing. The customer's general terms and conditions are expressly rejected.
To protect public health and ensure proper and correct treatment and care of our products, we supply our eye care products only to customers who meet certain qualitative requirements. We sell and supply contact lenses only to authorised optical shops and clinics with a valid licence or registration. Contact lenses may not be sold over the internet by the buyer. The Purchaser hereby declares to comply with the necessary qualitative requirements that guarantee good eye care, as set out for example in the ANVC code of conduct. The Purchaser indemnifies us against all claims by third parties (such as the end user) due to product liability if the Purchaser has not met the necessary qualitative requirements. The Purchaser is obliged to compensate all damages suffered by us in this respect, including the (full) costs of defence.
Customer may resell our contact lens solutions and eye care products only to end users, or with our prior written consent to other customers who have recognised and accepted that they meet the qualitative requirements set out in this provision. The Purchaser must secure our prior written consent before reselling.
Instructions for use have been drawn up for all products manufactured and/or sold by us. The Customer in turn undertakes to provide these instructions for use to the end user at or before the time of delivery of our products.
We reserve the right to refuse or suspend the purchase of contact lenses, contact lens solutions or other eye care products if the specified conditions are not met.
All our offers remain valid for a fortnight unless expressly agreed otherwise. All information provided with an offer, in particular regarding price, quantity, delivery time and delivery options, is non-binding. We reserve
the right to refuse orders without giving reasons. An agreement is concluded when we have
have confirmed the order in writing, or as soon as we have executed it without order confirmation. The customer is bound by his order as soon as we have received it.
Unless expressly agreed otherwise, the prices are as we last published at the time of delivery of the products ordered. The published prices do not include VAT and other levies imposed by the government and can be requested from us.
In principle, delivery takes place ex works, location distribution centre SMEYEL GROUP B.V., in accordance with Incoterms 2020. If the buyer provides transport, the risk of storage, loading, transport and unloading of the materials and products rests with the buyer. The Customer can and shall insure itself against these risks. From the moment the ordered products leave the supplier's warehouse, they shall travel at the customer's expense and risk, even if the carrier demands that consignment notes, transport addresses, etc. contain the clause that all transport damage is at the sender's expense and risk. If it is agreed that we provide the transport, the risk of the delivered products and materials passes at the time of delivery to the customer. The costs for transport are stated on the most recently published price list. We are entitled to deliver an order in parts. In that case, we may invoice the customer separately for each partial delivery and require payment for it.
Ownership of all products supplied is transferred to the customer only after full payment of the invoice amount and any additional costs. In case of non-timely payment, we are entitled to take back the sold products without any summons, notice of default or judicial intervention, without prejudice to our other rights in connection with non-timely payment, the costs in this case being for the customer. As long as we retain ownership of the products sold, the customer may only dispose of them in the normal course of business. The customer is obliged to inform us immediately if third parties assert rights with regard to products still owned by us.
The customer is entitled to cancel all or part of the contract on the grounds of delays in delivery caused by us, if the delay in delivery exceeds 30 days. In all other cases of cancellation by the customer of an order made by him, the customer is obliged to pay all costs incurred for the execution of that order.
We guarantee that our products comply with the agreed specifications and legal requirements. Complaints about visible defects and/or the invoice must be reported to us in writing within eight (8) days of delivery. Outside this period, we are not obliged to process complaints. Complaints do not entitle the buyer to postpone or waive payment. If a complaint or claim is justified, we may, at our discretion, replace the products or credit the invoice amount.
Our liability is limited to the invoice amount of the relevant supply, but never more than the amount paid by our insurer. We shall not be liable for indirect damage, such as consequential damage, loss of profit or trading loss.
We are also not liable for any damage resulting from non-delivery or late delivery of ordered products or from incorrect, careless or inexpert use of the products or from use of our products for other than normal purposes. The Customer shall indemnify us against third-party claims in connection with the use or sale of the products delivered.
Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing. After expiry of this term, the customer will owe commercial interest on the invoice amount for every month or part thereof by which the 14-day payment term is exceeded. All judicial or extrajudicial costs to be incurred for collection shall be borne by the customer. If and as long as we suspect on reasonable grounds that our invoices will not be paid or not paid on time, we reserve the right not to deliver cash on delivery or to deliver only cash on delivery, unless agreed otherwise in writing. The costs associated with cash on delivery shall be borne by the buyer.
If the customer fails to fulfil any obligation towards us or fails to do so on time or properly, as well as in the event of bankruptcy, transfer or liquidation of his company or applied for or obtained suspension of payment, or any other significant change in his financial circumstances, we are entitled to suspend the execution of the agreement in full or in part or to terminate the agreement in full or in part, while in such a case all outstanding claims will be immediately due and payable,
all this without prejudice to our other rights pursuant to the agreement and the law.
If, due to government measures or diseases, special factual and/or political circumstances, legal or technical causes, or any other cause, a situation arises in which we cannot reasonably be expected to fulfil our obligations, we are entitled to suspend our obligations or to dissolve the agreement(s) without any liability to the customer for damages.
All agreements concluded by us are governed by Dutch law. Any disputes arising from those agreements will be submitted to the competent court in Arnhem.
SMEYEL GROUP B.V., SMEYEL Solutions B.V. and SMEYEL Contact lenses B.V.
Registration number SMEYEL GROUP B.V.: 92331858
Trade Register number SMEYEL Solutions B.V.: 89295927
Trade Register number SMEYEL Contact lenses B.V.: 92373674
These Terms and Conditions are effective from 10 March 2025 and were filed with the Chamber of Commerce on 8 March.
