Terms and conditions

1.      GENERAL

1.1    Defined terms:

a)     Trigitec: Trigitec B.V., a private limited company (Netherlands Chamber of Commerce no. 96091533);

b)     Buyer: the legal or natural person with whom Trigitec contracts or wishes to contract;

c)     Products: all goods supplied or to be supplied by Trigitec, including but not limited to technical materials/components in the field of professional video;

d)     Contract: The Contract between Trigitec and the Buyer.

1.2    Deviations from all or part of these general terms and conditions (the ‘general conditions’) can only be agreed in writing.

1.3    If any provision in these general conditions proves to be void or avoided in court, this shall not affect the binding nature of the other provisions. Trigitec is then entitled to replace that provision with a provision that approximates as closely as possible to the purport of this provision without being void or voidable.

1.4    In the event of a textual difference of meaning between the various language versions of these general conditions, the Dutch text will be binding.

1.5    These general conditions apply to all Contracts, as well as to all offers made by Trigitec. Once a contract has been concluded under these general conditions, these general conditions will also apply in full to subsequent Contracts.

2.      CREATION OF A CONTRACT

2.1    All offers issued by Trigitec are without obligation, unless explicitly stated otherwise in the offer.

2.2    There is no binding Contract until written acceptance of an order placed by Trigitec, or as soon as Trigitec has commenced the performance of the order placed by the Buyer.

2.3    Trigitec reserves the right to refuse the order in whole or in part in the following (non-exhaustive) cases:

a)   if the Buyer fails to pay the invoices for previous deliveries (on time);

b)   if the ordered Products are not in stock;

c)   if the ordered Products are not available;

d)   if the creditworthiness of the Buyer deteriorates;

e)   if Trigitec deduces from other circumstances that the Buyer will breach any of its obligations hereunder;

f)    if the information provided by the Buyer is incorrect or incomplete.

2.4    Any supplementary agreements or amendments, as well as commitments, are only binding on Trigitec if confirmed in writing by Trigitec.

3.      DELIVERY

3.1    Unless agreed otherwise in writing, delivery of Products from Trigitec to the Buyer shall take place in accordance with the Incoterm Delivered At Place, (‘DAP’) as referred to in the Incoterms version 2020 of the International Chamber of Commerce (the ICC).

3.2    Unless otherwise agreed in writing, the Buyer shall bear the transport costs to the agreed place of destination. The delivery and transfer of the risk of the Products (loss, theft, damage and loss in value) to the Buyer shall be effected by delivery of the Products, unloaded, to their agreed destination by the relevant means of transport.

3.3    The delivery times indicated by Trigitec are always approximate and are therefore not deadlines. Trigitec will only be in default with regard to delivery times if it has been legally held in default in writing.

3.4    Trigitec is entitled to make partial deliveries and invoice the Buyer separately for each partial delivery. In the case of cross-border supplies, by way of derogation from Article 73(2) and (3) of the Vienna Convention on Contracts for the International Sale of Goods, each supply is to be regarded as a separate Contract.

3.5    In the event of a delay in delivery due to circumstances of any nature whatsoever changing, the delivery period shall be extended by the duration of the delay. Trigitec will inform the Buyer in good time of any delay. Delayed delivery does not entitle the Buyer to dissolve the Contract in whole or in part, to suspend its obligations to Trigitec or to claim damages.

3.6    The Buyer must take delivery of the Products at the time they are delivered or at the time they are made available to the Buyer in accordance with the Contract. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Products will be stored at the Buyer's risk. In that case, Trigitec is entitled to charge the Buyer for all additional costs, including in any event storage costs.

4.      PRICES

4.1    All unit prices charged by Trigitec are in euros excluding VAT, transport costs and costs related to customs clearance of imports and other government levies based on delivery DAP (Incoterms 2020), unless explicitly agreed otherwise.

4.2    The price offered applies only to the specific order and the quantities offered therein. In the event of any cost-increasing circumstances (whether or not foreseen) that can be attributed to the Buyer, Trigitec is entitled to charge these costs to the Buyer, at Trigitec's discretion.

4.3    Each sale is made under the express condition that the price is based on the cost factors applicable at the time of the conclusion of the Contract, such as: purchase prices/factory prices of suppliers, wages, labour costs, freight, materials, social security charges, foreign currency settlement and transport costs.

4.4    Trigitec has the right to increase prices by levies or increases in levies, such as excise duties and taxes, which are not yet known on the day on which the Contract is concluded, even if this is due to foreseeable circumstances. These levies are to be paid by the Buyer as part of the price. In the event of a change, Trigitec shall not be liable to compensate the Buyer.

4.5    Trigitec has the right to increase prices by increases occurring prior to the day of delivery. If the price increase exceeds 10%, the Buyer is entitled to terminate the Contract. Trigitec will then not be obliged to pay any compensation.

5.      PAYMENTS

5.1    Payment of the agreed price must be made in advance.

5.2    If the parties agree on a payment term in deviation from section 1 of this article, a term of payment of 14 days after the invoice date shall apply unless otherwise agreed in writing. This payment term is a deadline. If this is exceeded, the Buyer will immediately be in default, therefore without a summons or notice of default being required.

5.3    Suspension and settlement by the Buyer (also in the event of complaints) are expressly excluded.

5.4    From the moment of default (section 2 of this article), the Buyer is liable for:

a)   interest at 1% per month on the total outstanding amount, whereby part calendar month is regarded as a whole calendar month;

b)   extrajudicial collection costs of at least 15% of the unpaid amount, or €500.00, whichever is less;

c)   all legal costs incurred by Trigitec in order to enforce compliance with the Buyer's obligations. Judicial costs include the costs of a bankruptcy petition, as a means of enforcement.

5.5    Payments made by the Buyer shall first be applied to pay off costs incurred, then interest and then the invoiced sums, the oldest first, irrespective of the purpose stipulated by the Buyer.

5.6    All Trigitec's claims are immediately due and payable and the Buyer is immediately in default in the following non-exhaustive list of cases:

a)   the Buyer breaches any of its obligations under any Contract with Trigitec, or any related Contract, before or after the Contract is concluded, or fails to comply on time or properly;

b)   the Buyer has applied for or intends to apply for a moratorium or has been granted a moratorium;

c)   a petition for bankruptcy is filed by or against the Buyer, the Buyer or a third party intends to file a petition for bankruptcy, of the Buyer, or the Buyer is declared bankrupt;

d)   Trigitec has other reasonable doubts about the Buyer's ability to pay, as a result of which the Buyer is unable to fulfil its obligations;

e)   an application has been submitted by the Buyer under the Natural Persons Debt Rescheduling Act (‘the WSNP’) or the WSNP is declared applicable to the Buyer, or any form of debt rescheduling is proposed;

f)    the Buyer’s assets are seized by a third party in pre-judgment or enforcement proceedings;

g)   the Buyer is dissolved and liquidated;

h)   after cessation or transfer of the Buyer’s business;

i)    any collateral provided has been used up or reduced in value.

5.7    In the event of default and in cases including, but not limited to, a to i above, Trigitec is authorised to suspend the delivery of (as well as the manufacture or processing of) Products intended for delivery, without prejudice to Trigitec's right to additionally demand payment in advance or adequate (additional) security for the cost of the Products to be delivered, at Trigitec's discretion.

5.8    Once the Buyer has fulfilled its obligations and/or provided sufficient security, Trigitec shall benefit from such delivery period as is required for delivery of the Products, taking into account any possibilities that exist in Trigitec's company and/or those of Trigitec's suppliers at that time.

6.      RETENTION OF TITLE

6.1    Sale and delivery takes place under extensive retention of title. Ownership of Products sold, delivered and to be delivered, including those already paid for, is retained until all claims - including interest and costs - that Trigitec has against the Buyer under the Contracts have been paid. Until ownership of the delivered Products has passed to the Buyer, the Buyer may not pledge, transfer ownership or grant third parties any other security right in respect thereof for debts, loans or other financial arrangements.

6.2    If Trigitec cannot invoke its retention of title because the products have been mixed or transformed, the Buyer must pledge the newly formed goods to Trigitec.

6.3    The Buyer must:

a)   store the Products with care and as the recognisable property of Trigitec;

b)   immediately inform Trigitec if third parties claim rights in respect of the Products delivered by Trigitec to the Buyer, in the event that Trigitec still has any claim against the Buyer on the basis of the delivery of those Products. In that case, Trigitec is entitled to immediately take possession of the Products in question. In such a case, the Buyer shall be liable for all costs involved. Trigitec does not have to re-deliver these Products until it has been paid in full, or adequate security has been provided in respect of its claim(s), at the discretion of Trigitec.

6.4    If the Buyer is late in paying or if there is good reason to believe that the Buyer will not pay or will be late in paying or will be in payment difficulties or at risk of having payment difficulties, Trigitec is entitled to recover its property and sell it to third parties.

6.5    In the event that, pursuant to section 1 of this, Trigitec claims the Products subject to retention of title as its property, the Buyer gives unconditional and irrevocable permission to Trigitec, or third parties to be appointed by Trigitec, to enter any places where Trigitec's property is stored and to take those Products back if the Buyer remains in breach.

6.6    Unless Trigitec is granted access to the Products it is entitled to impose an immediately payable penalty of €10,000.00, plus a penalty of €1,000.00 per day, for as long as the 'infringement' continues, up to a maximum of €30,000.00 without Trigitec having to give the Buyer notice of default and without prejudice to Trigitec's right to claim compensation for the full amount of its loss.

6.7    If and insofar as the country of destination of the Products offers more extensive options with regard to the retention of title, these more extensive options shall apply.

7.      COMPLAINTS

7.1    The quantities stated on delivery notes or similar documents shall be deemed to be correct if no written complaint is made immediately after receipt and before use.

7.2    Complaints about Products must be submitted by the Buyer in writing, accurately stating and describing the nature and grounds of the complaint, with clear digital photographs of the Products showing the defects and stating the number of the packing slip, order number as well as the serial and invoice numbers. In default of compliance all rights and claims are forfeited. In the event of:

a. Visible defects: a complaint must be made within 5 working days after delivery;

b. Non-visible defects: a complaint must be made within 8 working days after the Buyer has discovered, or could reasonably have discovered, the defect.

7.3    Any complaint about an invoice must be made in writing within 8 days of the invoice date, failing which the invoice will be considered correct and undisputed.

7.4    Illustrations, measurements, weights, etc. placed on the website only give an impression of the Product and are not binding on Trigitec.

7.5    Trigitec will determine whether a complaint is well-founded. If a complaint is well-founded, Trigitec will resolve the complaint relating to Products by repairing or replacing the Product or replacing parts of the Product, at the discretion of Trigitec.

7.6    Trigitec will only accept returned Products if it has given its prior written consent to the return. The Buyer must return the Products in their original packaging, or at least in sound packaging. The costs of returning the goods shall be borne by the Buyer. If the Buyer returns Products without Trigitec's prior written consent and/or if the Buyer returns the Products without following Trigitec's instructions for return, all costs associated with returning the Products shall be borne by the Buyer. In that case, Trigitec is free to store the Products (itself or with a third party at the Buyer's expense and risk.

7.7    Legal proceedings must be brought before a court with jurisdiction under these general conditions no later than twelve months after a complaint has been lodged, failing which all rights and claims are forfeited, unless rights under relevant treaties, laws and regulations have lapsed earlier.

8.      RETURNS

8.1    Returns will not be accepted without written permission from Trigitec. In the event of return, 80% of the invoice value will be refunded to the Buyer by Trigitec.

8.2    Damaged Products and Products of which the original packaging is missing or damaged, at the discretion of Trigitec, cannot be returned.

9.      LIABILITY

9.1    Trigitec is not liable for any damage suffered by the Buyer, except and insofar as the Buyer can demonstrate intent, gross negligence and/or deliberate recklessness on the part of Trigitec's management or managers.

9.2    Trigitec shall under no circumstances be liable for any consequential loss suffered by the Buyer. ‘Consequential loss’ includes, but is not limited to, pure financial loss, death, loss of profit, loss of turnover, missed savings, loss of goodwill or similar losses, labour costs, stagnation damage and damage due to business stagnation, interest costs, regardless of how this loss is described (direct, indirect, consequential loss).

9.3    Cumulative liability, based on whatever legal basis, is expressly limited in its entirety to that which Trigitec chooses:

a)   replacing or repairing the Products to which the complaints relate;

b)   up to the amount paid out by under insurance cover in the case in question plus Trigitec's excess. If, for whatever reason, no payment is made under insurance cover, liability for loss is expressly limited to 50% of the invoice value of the Products to which the damage has been determined or to which the damage relates. Any further liability of Trigitec is expressly excluded.

9.4    Trigitec is entitled to have the loss assessed by any expert it chooses to appoint.

9.5    The period within which Trigitec can be held liable for compensation is in all cases and on pain of forfeiture of rights, limited to a period of one month after the harmful event has occurred. All claims for compensation shall lapse twelve months after the commencement of the day on which they are held liable, if they are not brought before a court within this period.

9.6    The Buyer indemnifies Trigitec against (all consequences of) third-party liability in respect of Products delivered to the Buyer by Trigitec. Claims from third parties are therefore not accepted by Trigitec.

9.7    Trigitec will transfer all rights that it may assert against its suppliers in respect of the said defects and quality deviations to its Buyers on request.

9.8    If Trigitec deems it necessary to recall Products or is obliged to do so by a government measure, legislation or for any other reason, then the Buyer must cooperate in all measures Trigitec deems necessary and/or is obliged to do so by law or by the government, in order to limit damage. If the Buyer fails to cooperate in this, it will be liable for the (additional) loss caused as a result, with the proviso that the possible consequences of having nonconforming Products in circulation will be at the Buyer's expense and risk.

10.    FORCE MAJEURE

10.1   Force majeure within the meaning of this article shall be interpreted as force majeure within the meaning of Book 6 Article 75 of the Dutch Civil Code. Force majeure includes, but is not limited to: strike, excessive absenteeism due to illness of personnel, transport difficulties, insufficient supply of parts, fire, war, flooding, terrorism, government measures, business interruptions at suppliers as well as non-performance of suppliers, and all external causes beyond the Trigitec's control.

10.2   During and after force majeure, Trigitec's supply and other obligations are suspended. If the period of force majeure lasts longer than two months after notification by Trigitec, either Trigitec or the Buyer are entitled to terminate the Contract, without either party being liable for damages.

10.3   If Trigitec has already fulfilled part of its obligations or can only fulfil part of its obligations when force majeure commences, Trigitec is entitled to invoice the part already delivered or the part that can be delivered separately and the Buyer is obliged to pay this invoice as if it were a separate Contract.

11.    TERMINATION OF THE CONTRACT

11.1   In the unlikely event of any failure on the part of Trigitec, the Buyer is not entitled to terminate the Contract in whole or in part. This does not apply in the event of force majeure, which is subject to the provisions of Article 10.

11.2   Unless otherwise agreed, Contracts are to be regarded as separate contracts and do not constitute a continuing performance contract capable of termination.  

11.3   If and to the extent that the Buyer can prove in writing that a continuing performance contract exists, it may be terminated at any time subject to a notice period of three months (counting from the last working day of the month) without any obligation to pay compensation. In any event, there can be no question of a continuing performance contract if the Buyer has not made any purchases from Trigitec for a period of six months or longer.

11.4   In the event that the Buyer is in default (article 5.2), Trigitec is entitled:

a)   to terminate the relevant Contract(s) in whole or to the extent that the obligations arising from the Contract have been performed in part;

b)   to terminate current Contracts in respect of which the Buyer is not in default, in whole or to the extent that the obligations arising from the Contract have been partly performed.

11.5   Insofar as Trigitec has performed the Contract in whole or in part, termination as referred to in subsections a) and b) of the preceding section shall not affect the exercise of the rights pursuant to the retention of title as referred to in Article 6.

12.    INTELLECTUAL PROPERTY RIGHTS

12.1   In this article, copyright, trademarks and intellectual property rights mean: pictorial trademark, trademark right, domain names and/or manufacturing methods and/or design right and/or patent right vested in the Products sold by Trigitec to the Buyer.

12.2   Any information relating to copyrights, trademarks and other intellectual property rights vested in the Products may only be used by the Buyer with the prior written consent of Trigitec.

12.3   If, for any reason whatsoever, the Contract between the Buyer and Trigitec is no longer in force, the Buyer shall immediately refrain from using the copyrights, trademarks and other intellectual property rights vested in the Products and shall return all materials of whatever nature relating thereto to Trigitec, unless agreed otherwise in writing.

12.4   If the Buyer fails to comply with the obligations arising from this article, it is in default and forfeits to Trigitec, without any further notice of default being required, an immediately payable penalty of €100,000 per breach as well as a penalty of €1,000 per day (or part day), for as long as the breach continues, up to a maximum of €1,000,000. This is without prejudice to Trigitec's right to claim full compensation in addition, or to pass on to the Buyer a penalty for which it is held liable by Magewell, Huddlecam or PTZOptics. The Buyer will owe this penalty in the event of any breach of its obligations under this Contract, notwithstanding the right to require specific performance of the Buyer's other obligations under the Contract(s).

13.    COMPETENT COURT AND APPLICABLE LAW

13.1   Contracts between the parties are governed by Dutch law.

13.2   All disputes relating to and/or arising from a Contract will be settled by the Court of North Holland, for the district of Haarlem, unless Dutch mandatory provisions dictate otherwise.

13.3   Notwithstanding section 2 of this article, Trigitec has the right to submit the dispute to another court that is competent according to Dutch law, European regulations or international treaties.