Terms and conditions Vignette & Visa B.V.

1. Parties and definitions
1. Vignette & Visa B.V., registered with the Chamber of Commerce under number 90577434, established at Oudenoord 285b (3513 EP) in Utrecht, user of these general terms and conditions.
2. Further details of Vignette & Visa B.V.:
Website: tollvignettes.com
E-mail address: [email protected]
VAT identification number(s): NL86 5371131B01
3. The Customer: the (potential) buyer of services offered by Vignette & Visa B.V.
4. The Vignette Issuer: the authority issuing the vignette for The Client, being one of the issuers listed below:
- ASFINAG (Austria) https://asfinag.at
- Federal Office for Customs and Border Security FOCBS (Switzerland) https://via.admin.ch
- Státní fond dopravní infrastruktury (Czech Republic) https://edalnice.cz
- Národná diaľničná spoločnosť (Slovakia) https://eznamka.sk
- DARS (Slovenia) https://evinjeta.dars.si
- Nemzeti Útdíjfizetési Szolgáltató Zrt. (Hungary) https://ematrica.nemzetiutdij.hu/
- Scala Assistance SRL (Romania) https://roviniete.ro
- BGTOLL (Bulgaria) https://web.bgtoll.bg/
5. The Offer: the (price) statement for the provision of services by Vignette & Visa B.V.

1. Applicability
1. Vignette & Visa B.V. declares these general terms and conditions applicable to the use of its website and every offer made by Vignette & Visa B.V. and, whether or not resulting therefrom, agreements entered into by the parties with each other. Insofar as their content has not been changed and no more specific conditions apply between the parties, these general conditions will also apply to future contractual relationships between the parties.
2. Deviations from these terms and conditions shall only apply insofar as they have been expressly agreed in writing by the parties.
3. General (purchase) terms and conditions of The Customer are expressly rejected.
4. Third parties engaged by Vignette & Visa B.V. for the execution of the agreement may also invoke these general terms and conditions.
5. If one or more (part(s)) of the provisions of these general terms and conditions are null and void or annulled, the remaining provisions of these general terms and conditions shall continue to apply. The parties shall then consult to agree new rules to replace the void or nullified provisions, in which the purpose and meaning of the void or nullified provisions shall be expressed as much as possible.

2. Offer and agreement
1. Every offer, whether in the form of an Offer or otherwise, is entirely and unconditionally free of obligation and revocable, unless otherwise indicated in writing by Vignette & Visa B.V..
2. The prices stated on the website or in any other form of an offer are in principle in Euros and exclusive of 21% VAT and subject to levies, surcharges and other factors. The Client expressly agrees that Vignette & Visa B.V. may apply local VAT rates in view of the nature and performance of the agreement.
3. All statements by Vignette & Visa B.V. of services to be provided are indications only. A minor deviation from this in what is delivered shall not result in a failure to fulfil the contract on the part of Vignette & Visa B.V..
4. Obvious clerical errors and mistakes in the offer are not binding on Vignette & Visa B.V..
5. Vignette & Visa B.V. is free to have the assignment carried out by third parties. Section 7:404 of the Civil Code is expressly excluded from the contract.
6. A contract is concluded when both parties have signed an offer in writing, after Vignette & Visa B.V. has confirmed acceptance of its offer in writing or electronically, or after Vignette & Visa B.V., or a third party on its behalf, has commenced performance.
7. Vignette & Visa B.V. shall endeavour to fulfil the agreement within the specified/estimated period. This period is not fatal, which means that The Client must always first give Vignette & Visa B.V. notice of default, whereby a long and reasonable period for performance must be given, before any remedy can be taken.
8. Unless expressly agreed otherwise in writing, Vignette & Visa B.V. shall at all times be free to choose the working methods to be used in the execution of the agreement. Vignette & Visa B.V. is therefore free to decide, prior to and/or during the execution of the contract, to use other working methods in the execution of the contract.
9. Vignette & Visa B.V. is expressly not a party to an agreement made between The Client and Vignette Issuer or third parties. Disputes arising from such an agreement are to be resolved by the parties themselves. Vignette & Visa B.V. plays no part in this.

3. Obligations of the Client
1. The Client shall give Vignette & Visa B.V. the opportunity to carry out the assignment. The Client undertakes to provide the cooperation necessary for Vignette & Visa B.V. to execute the agreement.
2. The Client shall ensure that all data which Vignette & Visa B.V. indicates to be necessary or which the Client should reasonably understand to be necessary for the execution of the agreement are provided to Vignette & Visa B.V. in good time. For example, but not limited to, type of vehicle, desired start date, desired period of validity, country of vehicle registration, vehicle registration number, email address and vehicle number of the vehicle. The Customer itself bears the risk and responsibility of correct and timely delivery of the required information and its content, regardless of how The Customer provides it. If the necessary information is not provided to Vignette & Visa B.V. on time, Vignette & Visa B.V. has the right to suspend the execution of the agreement and/or charge the additional costs arising from the delay to The Client at the usual rates.
3. All damage resulting from the breach of the previous paragraph shall be borne by The Client and The Client shall indemnify Vignette & Visa B.V. in this respect.
4. The Client is obliged to examine and assess for itself the (general) terms and conditions used by Vignette Provider, as shown in the Offer. Vignette & Visa B.V. does not act for The Client in this respect. At the time The Client accepts an Offer, The Client declares to have studied the Offer and to have ascertained the conditions attached to the Offer.
5. Disputes relating to or arising from an agreement between The Client and the Vignette Issuer shall be settled between the parties.
6. Prior to execution, The Client shall provide Vignette & Visa B.V. with the agreed and required items and information. Vignette & Visa B.V. will assess these to the best of its knowledge. However, Vignette & Visa B.V. shall not be liable for any loss which arises because work was nevertheless carried out without delay on the basis of incorrect matters and information provided by The Client.
7. The Client warrants that digitally supplied material is secure and contains no viruses or other harmful content which could in any way damage the computer systems, computer programmes of Vignette & Visa B.V. and/or third parties.
8. The Client is obliged to check the vignette for conformity with regard to quantity and quality as soon as possible, but within 24 hours before use, and indemnifies Vignette & Visa B.V. against any consequences in this respect.
9. Section 7:408 of the Netherlands Civil Code is expressly excluded in the contract with regard to The Client acting in the exercise of a profession or business, as a result of which orders cannot be cancelled. In the event The Client does not act in the exercise of a profession or business, the statutory regulation regarding cancellation shall apply, whereby with regard to the reasonable wages and expenses as referred to in articles 7:406 and 7:411 of the Dutch Civil Code, in any case the following components shall be taken into account/calculated: preparation time, wage costs, rent, facilities, administration costs, marketing/recruitment costs, wage costs of indirect personnel, depreciation of business assets, overhead (management, P&O, computerisation and automation, finance, communication, facility management)."

4. Prices and payment
1. By concluding the agreement, the parties indicate that they consider the prices to be reasonable and fair.
2. Unless otherwise agreed, The Customer shall have paid the fee due in full immediately prior to the commencement of the provision of the service by means of the payment method offered. If paid by invoice, a payment term of 14 days applies.
3. If the agreed term of payment is exceeded, and in any other case of default, Vignette & Visa B.V. shall be entitled to suspend any performance for the duration of the default. Vignette & Visa B.V. is also immediately entitled to charge the Client default interest of 1% of the principal sum per month as well as an amount for extrajudicial collection costs. The latter costs amount to 15% of the principal sum due with a minimum amount of EUR. 40,- excluding VAT.
4. Without the express written consent of Vignette & Visa B.V., The Client is not permitted to apply set-off and/or suspension and/or deduction in respect of its payment obligations.

5. Termination of the agreement
1. Vignette & Visa B.V. has the right to terminate the agreement with The Client with immediate effect for the future by means of a written notification without (further) prior notice of default and without any right to compensation, if:
(a) The Client discontinues or otherwise liquidates all or part of its business operations and/or substantially alters or transfers its business activities to a third party without the prior written consent of Vignette & Visa B.V;
b) The Client is granted a suspension of payments (provisional or otherwise) or The Client is declared bankrupt, The Client applies for a debt rescheduling arrangement or The Client is placed under guardianship or administration.
c) At any time it appears that The Client has provided incorrect information or has misled Vignette & Visa B.V. in any other way.
(d) The Customer breaches these or other applicable terms and conditions.
2. In the event of termination of the agreement, all payments owed by The Client to Vignette & Visa B.V. are immediately due and payable in full. Monies paid shall not be refunded.
3. Unless otherwise stated, the termination of the agreement between Vignette & Visa B.V. and The Client shall not affect the agreement between The Client and the Vignette Issuer.

6. Liability
1. Should Vignette & Visa B.V. be liable to The Client without delay, this liability will be limited at all times to the amount of the invoice amount, if any, from which the loss arose, plus 15%, or else to the amount which the professional or business liability insurance taken out by Vignette & Visa B.V. gives claim to.
2. Vignette & Visa B.V.'s liability at all times does not extend to bodily injury or consequential loss or damage and, barring intent or gross negligence, also not to property damage, immaterial damage or loss of profit.
3. Vignette & Visa B.V. is not responsible for statements, actions or conduct of the Vignette Issuer. Unless expressly stated otherwise, Vignette & Visa B.V. is not a party to the agreement which The Client enters into with a Vignette Issuer.
4. The Client shall indemnify Vignette & Visa B.V. against third party losses arising in connection with the agreement as a result of Vignette & Visa B.V. having acted, including omitting to act, on the basis of information, data and documents provided by The Client which are inaccurate, incomplete or late, or which deviate from these General Terms and Conditions.
5. In all cases, the period within which Vignette & Visa B.V. can be sued for any remedy, such as compensation for damages, is limited to 12 months after execution of the order.
6. The Client is expressly aware that Vignette & Visa B.V. is only an intermediary in the agreement between The Client and Vignette issuer and that Vignette & Visa B.V. is expressly not a party to the agreement or grants permission to drive on (international) roads.
7. Sections 7:408 and 7:764 of the Dutch Civil Code are excluded in the agreement.

7. Privacy and Intellectual Property
1. The Customer agrees that Vignette & Visa B.V. uses (personal) data for the application of vignettes.
2. All intellectual property rights to the content of the website, such as designs, images, videos, texts and sound files, belong to Vignette & Visa B.V.. Third parties may not use or reproduce them commercially without the prior consent of Vignette & Visa B.V..
3. All data, once anonymised, may be used by Vignette & Visa B.V. for promotional, training and advisory or statistical purposes. All data will be kept anonymised and possibly used after deletion, for whatever reason.

8. Force majeure
1. In addition to what is understood in the law and jurisprudence, force majeure includes all external causes, foreseen or unforeseen, which Vignette & Visa B.V. cannot influence. This will include strikes, traffic disruptions, unforeseen stagnation, disruptions in the supply of energy, disruptions at suppliers, import and/or export restrictions, transport difficulties, fire, loss or damage during transport, epidemics, pandemics and government measures.
2. During force majeure, Vignette & Visa B.V.'s obligations are suspended. If fulfilment due to force majeure is impossible for longer than one month or if there are other circumstances which make it disproportionately difficult for Vignette & Visa B.V. to fulfil its obligations, Vignette & Visa B.V. is authorised to dissolve the agreement in whole or in part by means of a notification to The Client and without judicial intervention, without there being any obligation to pay compensation in that case.
3. If, when force majeure arises, Vignette & Visa B.V. has already fulfilled part of its obligations, it is entitled to invoice separately the part already made available or carried out, or, in the case of advance payments, to credit part of it.

9. Forum, choice of law and transfer of rights
1. Vignette & Visa B.V. is authorised to transfer its rights and obligations under this agreement to a third party. The Client is only authorised to transfer its rights and obligations to a third party with the written consent of Vignette & Visa B.V..
2. This - and other - agreement(s) concluded between the parties is exclusively governed by Dutch law, with the express exception of the Vienna Sales Convention. If, in the future, an obligation arises between the parties other than as a result of an agreement, that obligation shall also be governed by Dutch law.
3. The court in the district of the principal place of business of Vignette & Visa B.V. has exclusive absolute jurisdiction to take cognisance of a dispute concerning a (legal) relationship with Vignette & Visa B.V.

These general terms and conditions have been drawn up by Bleijerveld Juridisch advies.

These general terms and conditions have been translated from Dutch. In the event of any discrepancies between the translated version and the original Dutch text, the Dutch version shall prevail. The Dutch version can be consulted via this link.