Terms and Conditions

TERMS AND CONDITIONS FIXICOVER – JUNE 2020
1. SCOPE. As used in these “Terms and Conditions”, “Fixico” is understood to be Fixicover B.V.
which has declared to the Buyer (as defined hereafter) that these Terms and Conditions apply in
relation to the sale of any Product; “Buyer” means the purchaser of Products from Fixicover and
“Product” means any driver protection shield and all related goods sold by Fixicover to Buyer. All
Products sold or otherwise provided by Fixicover are sold or provided exclusively on the basis of
these Terms and Conditions. No differing or supplemental terms or conditions shall be applicable
unless expressly agreed to by Fixicover in writing.
2. OFFER / ACCEPTANCE: A quotation from Fixicover does not constitute an offer but an invitation
to Buyer to make an offer. In all cases Buyer’s offer shall be deemed based on these Terms and
Conditions. An agreement comes into effect only when Fixicover accepts Buyer’s offer, either through
its webshop or through a separate ‘offline’ agreement.
3. DELIVERY / TRANSFER OF RISK: A Product will be delivered to Buyer per courier. The costs
thereof will be charged separately and are therefore not included into the selling price. Risk transfers
to Buyer immediately when delivery has been made. Fixicover’s receipt from the courier evidencing
such delivery shall be conclusive evidence of delivery of the Product(s). Delivery dates are
approximate and are given by Fixicover in good faith but are not guaranteed.
4. QUANTITY VARIATIONS: Buyer will pay for the quantity delivered and – in case of an order of
100 Products or more – may not reject any delivery of Product on the grounds of variation of quantity
where such variation is not more than 10% of the quantity ordered.
5. RESPONSIBILITIES BUYER: Buyer is responsible for being aligned with local transportation
laws, complying to its insurance agreement(s), seeing if it can safely install and use the Product in
any vehicle, obtaining all required licenses and approvals for the admission of the Product to the
market and more generally the use and suitability thereof with regards to its intended use. Fixicover
bears no responsibility and makes no warranties whatsoever to that respect. Buyer’s failure for any
reason to take delivery of any quantity of the Product available for delivery, shall not relieve him from
his obligation to pay the price contractually agreed upon for the whole amount of the Product.
6. WARRANTY / BUYER’S RIGHTS: at the time of transfer of risk, the Products sold by Fixicover to
Buyer conform to Fixicover’s standard Product specifications as set out on its website
www.fixicover.com (“Specifications”). FIXICOVER MAKES NO OTHER WARRANTIES, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, THE APPLICATION OR
USE THEREOF, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR
THAT BUYING, INSTALLING AND USING THE PRODUCT IN A VEHICLE GUARANTEES OR
WARRANTS FROM PEOPLE BEING CONTAMINATED BY ILLNESSES, EACH OF WHICH IS
SPECIFICALLY DISCLAIMED. In the event Products do not comply with the foregoing warranty,
Fixicover will, at its option, repair or replace such Products or refund the Price of the Products and,
having done so, will have no further liability. Buyer must notify Fixicover of any claim Products do not
comply with the foregoing warranty within seven (7) days after Buyer becomes aware of such claim
but in no event later than thirty (30) days after delivery of the Product to Buyer. Buyer’s failure to notify
Fixicover of any such claim within the time set out in the preceding sentence will constitute a waiver
by Buyer of such claim. Fixicover makes no warranty of any kind with respect to any services provided
to Buyer and shall have no liability with respect to such services.
7. RETURNS: No Products may be returned for any reason without Fixicover’s written authorization.
If Fixicover has expressly agreed to a return, Buyer must return the Products in clean, resalable
condition. If returned for reasons other than Fixicover’s error in filling Buyer’s order, the Buyer shall
bear the cost for the returning the Products. Buyer will receive a credit in the amount of the billed price
of the Products if returned within 90 days of the invoice date. Amount of credit for materials returned
after 90 days is subject to negotiation. Products returned to Fixicover are to be delivered by the Buyer
to the location designated by Fixicover.
8. PRICE AND PAYMENT: Unless otherwise agreed by the Parties, the price for the Products will
be the price quoted by Fixicover, or as demonstrated on its website www.fixicover.com in case of an
online sale. All prices quoted by Fixicover are in US Dollars and exclusive of VAT and any other tax
that may apply in respect of the Products. Fixicover will issue invoices to Buyer for all Products sold to
Buyer. Buyer shall immediately pay the full price of the Products upon placing the order. The Buyer
shall not be entitled to any discounts or set-offs (verrekening). If Buyer fails to pay any amounts owed
within the agreed payment term, Buyer shall owe the statutory interest rate on the outstanding
amount, as referred to in sections 6:119a and 6:120 of the Dutch Civil Code (wettelijke rente bij
handelstransacties). Buyer shall also owe to Fixicover any reasonable compensation for the
extrajudicial costs and for any costs incurred by court proceedings in connection with collecting such
claim or exercising its rights.
9. RETENTION OF TITLE: Fixicover retains a security interest in all Products delivered to Buyer to
secure payment in full of all amounts due to Fixicover and Buyer shall, upon Fixicover’s request,
execute such documentation as Fixicover deems necessary to perfect or maintain its security interest
in the Products. Title to the Products passes to Buyer (subject to Fixicover’s security interest) when
the Product is delivered to Buyer. Buyer may sell the Products in the ordinary course of its business,
but may not pledge, mortgage or otherwise encumber the Products prior to payment in full of the
purchase price.
10. LIMITATION OF LIABILTY: If Fixicover is in default (verzuim), Fixicover will accept an obligation
to compensate damages insofar as stipulated in this clause. FIXICOVER'S TOTAL, CUMULATIVE
LIABILITY IN RESPECT OF BUYER FOR DIRECT DAMAGE OR LOSS SHALL BE LIMITED TO AN
AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER TO FIXICOVER PURSUANT TO THE
QUOTATION. IN THIS REGARD, A SERIES OF MUTUALLY RELATED EVENTS THAT CAUSE
DAMAGE OR LOSS SHALL BE CONSIDERED AS ONE EVENT AND ONE FACT CAUSING THE
DAMAGE OR LOSS. FIXICOVER SHALL ONLY BE IN DEFAULT AFTER BUYER HAS SENT
FIXICOVER A WRITTEN, PROPER AND DETAILED NOTICE OF DEFAULT
(INGEBREKESTELLING) AND THE REASONABLE TERM, THAT BUYER HAS GRANTED TO
FIXICOVER TO REMEDY THE BREACH, HAS PASSED. FIXICOVER SHALL NOT BE LIABLE FOR
ANY INDIRECT DAMAGE OR LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT,
LOSS OF DATA, CLAIMS FROM THIRD PARTIES INCLUDING ANY CLAIMS BY THIRD PARTIES
CLAIMING THAT THE PRODUCT DID NOT PROTECT AGAINST ANY BODILY INJURY OR
CONTRACTING ANY ILLNESS OR VIRUS (INCLUDING CORONA), FINES, PENALTIES OR
ADDITIONAL TAX DEMANDS, LOST INCOME OR LOST SAVINGS, REPUTATIONAL DAMAGE OR
DAMAGE TO ONE’S IMAGE, OR ANY OTHER INDIRECT DAMAGE OR LOSS OR
CONSEQUENTIAL DAMAGE OR LOSS RESULTING FROM OR IN CONNECTION WITH ANY
FAILURE BY FIXICOVER TO COMPLY WITH AN OBLIGATION, SUCH AS BUT NOT LIMITED TO
LATE DELIVERY OR NON-DELIVERY OR IN CONNECTION WITH ANY UNLAWFUL ACT. Buyer
hereby agrees to indemnify, defend and hold Fixicover and its affiliates harmless from all claims,
judgments, losses or expenses and any costs (including, but not limited to court costs and attorney’s
fees) that in any way relate to the execution of the agreement. Notwithstanding clause 11 (defects),
Buyer shall only be entitled to any compensation of damages if Buyer reports the damage to Fixicover
in writing as soon as possible, but no later than two (2) months after the damage has occurred. The
limitation of liability shall not apply if and in so far as such damage or loss was caused by Fixicover’s
deliberate intent (opzet) or wilful recklessness (bewuste roekeloosheid). Fixicover will not be liable for
any loss or damage caused by Buyer’s failure to exercise effective quality control or the failure to
store, use or otherwise handle the Products as advised or in accordance with instructions provided by
Fixicover.
11. DEFECTS: If the Product has a defect which is attributable to Fixicover, Fixicover will, at its
option, repair or replace such Products or refund the Price of the Products and, having done so, will
have no further liability. Buyer must notify Fixicover of any defect of the Products within seven (7)
days after Buyer becomes aware of such defect but in no event later than thirty (30) days after
delivery of the Product to Buyer. Buyer’s failure to notify Fixicover of any such claim within the time
set out in the preceding sentence will constitute a waiver by Buyer of such claim.
12. INTELLECTUAL PROPERTY RIGHTS: “Intellectual Property Rights” include copyrights
(auteursrechten), trademark rights (merkenrechten), patent rights (octrooirechten) and trade name
rights (handelsnaamrechten), in respect of any work, including documents, designs and/or other
whether or not electronically recorded information. All Intellectual Property Rights of the Products
remain with Fixicover or with the third party from whom Fixicover has obtained that right. The
Intellectual Property Rights as regards to any work will not be transferred to the Buyer in any manner
at all.
13. HEALTH & SAFETY OF WORKERS: Buyer expressly assumes all liability resulting from, or in
any way connected with, the possession, handling and/or use by its employees, agents, or clients of
the Products. Buyer hereby agrees to indemnify, defend and hold Fixicover and its affiliates harmless
from all claims, judgments, losses or expenses and any costs (including, but not limited to court costs
and attorney’s fees) in any way related to Buyer’s or its subcontractor’s failure to comply with any of
the foregoing.
14. FORCE MAJEURE: Fixicover will not be liable in any respect for failure to perform its obligations
if hindered or prevented, directly or indirectly by war (declared or undeclared), national emergency,
inadequate transportation facilities, machinery or equipment failure, Fixicover’s inability to secure
materials, supplies, fuel or power for the manufacture of Product on terms and conditions that are
acceptable to Fixicover, fire, flood, windstorm or other act of God, strike, lockout or other labour
dispute, order or act of any government, whether foreign, national or local, whether valid or invalid, or
any other cause of like or different kind beyond the reasonable control of Fixicover (each a “Force
Majeure”). Fixicover shall have no obligation to procure any Products from other sources and may
allocate its available supply of Products among its customers, buyers, distributors and resellers on
whatever basis Fixicover may deem fair and practical. In the event that the duration of a Force
Majeure exceeds thirty (30) days or is reasonably expected to exceed 30 days, Fixicover is entitled to
withdraw from any obligation it may have to supply the Products to Buyer without the Buyer having
any right to compensation.
15. TERMINATION: An agreement with Buyer to deliver Products on the basis of these Terms and
Conditions will not oblige Fixicover for the future to take further orders. Fixicover will at all times be
entitled to end the relationship. Such termination will never entitle Buyer to compensation.
16. SUBCONTRACTING AND TRANSFER: Fixicover is allowed to deploy third parties to carry out
(part of) its obligations under the Agreement, without prejudice to the agreement remaining in place
between the Buyer and Fixicover. This includes, but is not limited to, the outsourcing of its invoicing
and money collecting activities, in which case the Buyer will be discharged of its payment obligations
when it settles its invoice with such third party. The applicability of section 7:404 of the Dutch Civil
Code is explicitly excluded. The Buyer shall not be allowed to transfer the rights from the Agreement
to a third party without the Fixicover’s prior written permission.
17. OTHER: If any of the provisions of the Agreement (including these Terms and Conditions) is null
and void (nietig) or is declared null and void (vernietigd), this shall be without prejudice to the legal
effect of the other provisions, and the Parties shall use reasonable efforts to agree to a replacement
provision that is legal, valid, and enforceable to achieve so far as possible the intended effect of the
illegal, invalid or unenforceable provision.
18. LAW AND DISPUTE RESOLUTION: These Terms and Conditions and all disputes between
Fixicover and Buyer are governed by Dutch law. Any and all disputes arising as a result of or in
connection with the Agreement and the Terms and Conditions shall be submitted to the competent
court in Amsterdam, the Netherlands. The Convention on the International Sale of Goods (Vienna
1980) shall not apply.