Refund and Returns Policy

General Terms and Conditions – B2B

Vadeno Optical Solutions
Oude Beekbergerweg 1
7331 HL Apeldoorn
The Netherlands

Chamber of Commerce (KvK): 09156424
VAT number: NL001232585B19
IBAN: NL66ABNA0535718180

Version: September 2026

  1. General

1.1 These General Terms and Conditions (“Terms”) apply to all quotations, offers, orders, agreements, deliveries and services provided by Vadeno Optical Solutions (“Vadeno”, “we”, “us” or “our”) to business customers (“Customer”, “you” or “your”).

1.2 By placing an order through the Vadeno webshop, requesting a quotation, accepting an offer or otherwise entering into an agreement with Vadeno, the Customer accepts these Terms.

1.3 These Terms apply exclusively to transactions with professional or business customers. Vadeno does not sell through its webshop to consumers.

1.4 The Customer confirms that it is acting in the course of its business or professional activities.

1.5 The applicability of purchasing conditions or other general terms and conditions of the Customer is expressly excluded, unless Vadeno has explicitly accepted such conditions in writing.

1.6 Deviations from these Terms are valid only if expressly agreed in writing by Vadeno. Such deviation applies only to the specific agreement for which it has been agreed.

  1. Company and Customer information

2.1 Customers ordering through the webshop must provide accurate and complete company information.

2.2 Vadeno may require the Customer to provide:

  • legal company name;
  • registered business address;
  • VAT identification number;
  • Chamber of Commerce or equivalent registration number;
  • contact details; and
  • any other information reasonably required to process the order.

2.3 Vadeno reserves the right to verify the information provided and to refuse or suspend an order where company or VAT information cannot be adequately verified.

2.4 The Customer is responsible for keeping its company and billing information accurate and up to date.

  1. Offers and quotations

3.1 All offers and quotations issued by Vadeno are non-binding unless expressly stated otherwise.

3.2 Unless otherwise stated in the quotation, an offer or quotation is valid for 30 days.

3.3 Prices stated in quotations or on the webshop are subject to change until an order has been accepted by Vadeno, unless a fixed price has expressly been agreed.

3.4 Errors, including typographical, technical, pricing or specification errors, do not bind Vadeno where the error was reasonably apparent to the Customer.

3.5 Product images, drawings, specifications, dimensions and other technical information displayed on the webshop or in documentation are provided for general information. Manufacturers may modify products or specifications without prior notice.

3.6 A quotation for a product that is not held in stock may be subject to confirmation of availability and pricing by the relevant manufacturer or supplier.

  1. Formation of the agreement

4.1 An agreement is formed when Vadeno confirms the Customer’s order in writing or when Vadeno commences performance of the order.

4.2 An automated order acknowledgement generated by the webshop does not necessarily constitute final acceptance of the order.

4.3 Vadeno reserves the right to reject an order, including where:

  • the requested product is unavailable;
  • the manufacturer’s price or availability has changed;
  • the product has been discontinued;
  • company or VAT information cannot be verified;
  • the Customer has outstanding payment obligations; or
  • there is another reasonable commercial or technical reason.

4.4 If an order cannot be fulfilled, Vadeno will inform the Customer as soon as reasonably possible.

  1. Prices

5.1 Unless expressly stated otherwise, prices are exclusive of VAT, customs duties, import charges and other applicable taxes or government charges.

5.2 Prices shown on the webshop may be subject to applicable VAT depending on the Customer’s location and VAT status.

5.3 Unless otherwise agreed, shipping, insurance, special packaging and other delivery-related charges may be charged separately.

5.4 Vadeno reserves the right to adjust prices before acceptance of an order where a manufacturer, supplier, carrier or other third party changes its prices or where exchange-rate fluctuations materially affect the purchase price.

  1. Payment

6.1 Unless otherwise agreed in writing, payment must be made at time of ordering via the webshop.

6.2 Vadeno requires payment in advance, particularly for:

  • first-time customers;
  • high-value orders;
  • special-order products;
  • products specifically procured for the Customer; or
  • customers whose creditworthiness is considered insufficient.

6.3 The Customer may not suspend payment or set off amounts owed to Vadeno against claims that the Customer may have against Vadeno, except where such right is mandatory under applicable law.

6.4 If the Customer fails to pay an invoice by the due date, Vadeno may charge the applicable statutory commercial interest from the day following the due date, without prejudice to other rights available to Vadeno under these Terms or applicable law.

6.5 Vadeno may also recover reasonable costs incurred in collecting overdue amounts, including collection agency and legal costs, to the extent permitted by applicable law.

6.6 In B2B transactions, applicable European and Dutch rules provide for interest on late payments and compensation for recovery costs. (European Union)

6.7 If the Customer fails to meet its payment obligations, Vadeno may suspend further deliveries or performance until all outstanding amounts have been paid.

  1. Delivery

7.1 Delivery dates and lead times provided by Vadeno are estimates unless a delivery date has expressly been agreed as binding in writing.

7.2 Delivery times may depend on availability from manufacturers and suppliers.

7.3 A delay in delivery does not automatically entitle the Customer to cancel an order or claim compensation, unless mandatory applicable law provides otherwise.

7.4 If a manufacturer discontinues a product or is unable to supply it, Vadeno may, where reasonably possible, offer an alternative product or refund amounts paid for the undelivered product.

7.5 Partial deliveries are permitted unless otherwise agreed.

7.6 If the Customer fails to accept delivery, Vadeno may charge reasonable additional storage, transport and handling costs.

  1. Shipping and transfer of risk

8.1 Unless otherwise agreed in writing, products are shipped using a carrier selected by Vadeno.

8.2 The risk of loss or damage transfers to the Customer at the time specified by the applicable delivery arrangement or, where no alternative arrangement has been agreed, in accordance with applicable law.

8.3 Where appropriate, Vadeno may use Incoterms® in quotations or order confirmations. If an Incoterm is expressly stated, that Incoterm takes precedence for the relevant delivery arrangements.

8.4 The Customer is responsible for ensuring that the delivery address and contact information are correct.

  1. Inspection and transport damage

9.1 The Customer must inspect the shipment promptly upon receipt.

9.2 Visible transport damage must be reported to Vadeno within 48 hours of delivery.

9.3 Where possible, the Customer should photograph the damaged packaging and product and provide the photographs to Vadeno together with the order number.

9.4 Failure to report visible transport damage within the specified period may affect Vadeno’s ability to pursue a claim against the carrier. It does not exclude any rights that cannot legally be excluded.

9.5 Hidden defects or other product issues must be reported promptly after discovery.

  1. Returns

10.1 As all sales through the webshop are B2B transactions, there is no automatic consumer right of withdrawal or 14-day cooling-off period.

10.2 Products may only be returned with Vadeno’s prior written approval.

10.3 For standard, non-customized products, Vadeno may, at its discretion, accept a voluntary return provided that the product is unused, undamaged, complete and in its original packaging.

10.4 Approved voluntary returns are subject to a 25% restocking fee calculated on the purchase price of the returned product.

10.5 The Customer is responsible for return shipping costs and for ensuring that the product is adequately packaged and insured during return transport.

10.6 Products specially ordered, customized, modified, configured, assembled or specifically procured for the Customer are generally not eligible for voluntary return.

10.7 Products returned without prior authorization may be refused or returned to the Customer at the Customer’s expense.

10.8 The separate Vadeno Returns & Refunds Policy may provide additional practical instructions for returns and forms part of these Terms.

  1. Warranty

11.1 Warranty is provided in accordance with the applicable manufacturer’s warranty conditions.

11.2 Vadeno will act as the Customer’s point of contact and coordinate the warranty process with the relevant manufacturer.

11.3 Depending on the circumstances and applicable manufacturer’s warranty conditions, the remedy may consist of:

  • repair;
  • replacement;
  • another remedy offered by the manufacturer; or
  • a refund where agreed or required.

11.4 The Customer must contact Vadeno before returning a product under warranty.

11.5 Warranty does not normally cover damage or failure resulting from:

  • incorrect installation;
  • incorrect operation;
  • use outside the manufacturer’s specifications;
  • unauthorized modification;
  • unsuitable environmental conditions;
  • improper maintenance;
  • physical damage caused by the Customer or a third party; or
  • normal wear and tear,

unless the applicable manufacturer’s warranty expressly provides otherwise.

11.6 Nothing in these Terms is intended to exclude any mandatory rights or remedies that cannot legally be excluded.

  1. Technical information and suitability

12.1 The Customer is responsible for determining whether a product is suitable for its intended application.

12.2 Product specifications and technical information supplied by Vadeno are based, where applicable, on information provided by manufacturers.

12.3 Vadeno does not guarantee that a product will achieve a particular result in the Customer’s application unless such performance has been expressly agreed in writing.

12.4 The Customer is responsible for ensuring that products are used in accordance with manufacturer instructions, safety requirements and applicable legislation.

12.5 Where products are used in research, industrial, medical, safety-critical or other specialized applications, the Customer is responsible for independently validating their suitability and performance.

  1. Installation and commissioning

13.1 Unless expressly agreed otherwise, delivery of a product does not include installation, commissioning, calibration, training or application support.

13.2 Where Vadeno provides installation or technical services, these services may be subject to a separate quotation or agreement.

13.3 The Customer must provide reasonable access, facilities and information necessary for agreed installation or service activities.

  1. Intellectual property

14.1 All intellectual property rights relating to products, documentation, software, drawings, photographs, specifications and other materials supplied by Vadeno or its manufacturers remain with the respective rights holder.

14.2 The Customer receives only those rights necessary to use the purchased product for its intended purpose.

14.3 The Customer may not reproduce, distribute, modify or commercially exploit Vadeno’s proprietary documentation, drawings, photographs or other materials without prior written permission, except where permitted by law.

14.4 Software supplied with products may be subject to separate licence terms imposed by the relevant manufacturer.

  1. Confidentiality

15.1 Each party shall treat confidential information received from the other party as confidential and shall use it only for the purpose for which it was provided.

15.2 Confidential information includes, where applicable, technical information, quotations, pricing, commercial information, customer information, designs and non-public product information.

15.3 This obligation does not apply to information that:

  • is publicly available without breach of these Terms;
  • was already lawfully known to the receiving party;
  • is independently developed; or
  • must be disclosed by law or a competent authority.
  1. Compliance and export controls

16.1 The Customer is responsible for complying with all applicable laws and regulations concerning the purchase, possession, use, export, re-export and transfer of products.

16.2 Certain optical, laser, scientific or technical products may be subject to export-control, sanctions, dual-use or other regulatory requirements.

16.3 Vadeno may refuse or suspend an order where necessary to comply with applicable export-control, sanctions or other legal requirements.

16.4 The Customer shall provide information reasonably requested by Vadeno to determine whether such requirements apply.

  1. Force majeure

17.1 Vadeno is not liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.

17.2 Such circumstances may include, without limitation:

  • shortages of components or raw materials;
  • manufacturer or supplier failures;
  • transport disruptions;
  • strikes;
  • fire;
  • flooding;
  • natural disasters;
  • war or armed conflict;
  • government measures;
  • sanctions or export restrictions;
  • cyber incidents;
  • power outages;
  • pandemics or other public emergencies; and
  • other circumstances that Vadeno could not reasonably have prevented.

17.3 Where a force majeure situation continues for an extended period, either party may terminate the affected part of the agreement to the extent permitted by applicable law.

17.4 In such circumstances, Vadeno will not be liable for indirect or consequential losses resulting from the delay or non-performance.

  1. Liability

18.1 Vadeno shall only be liable for direct damage caused by an attributable failure to perform its contractual obligations, to the extent permitted by applicable law.

18.2 To the maximum extent permitted by law, Vadeno’s total liability arising from an individual agreement shall be limited to the net invoice value of the relevant product or service giving rise to the claim.

18.3 Where the relevant claim concerns a continuing or recurring service, Vadeno’s liability shall, where legally permissible, be limited to the amount paid for that service during the six months preceding the event giving rise to the claim.

18.4 Vadeno shall, to the maximum extent permitted by law, not be liable for:

  • indirect damage;
  • consequential damage;
  • loss of profits;
  • loss of revenue;
  • loss of production;
  • loss of business opportunities;
  • loss of anticipated savings;
  • loss or corruption of data; or
  • damage resulting from interruption of business operations.

18.5 The limitations in this section do not apply to liability that cannot legally be excluded or limited, including liability resulting from intentional misconduct or deliberate recklessness by Vadeno’s management, where applicable under mandatory law.

18.6 The Customer shall take reasonable measures to limit and prevent damage.

  1. Indemnification

19.1 The Customer shall indemnify Vadeno against third-party claims resulting from:

  • improper use of a product by the Customer;
  • modifications made by the Customer or a third party;
  • use of a product contrary to manufacturer instructions;
  • use of products in an application for which they were not intended; or
  • violation of applicable laws or regulations by the Customer.

19.2 This provision does not apply to the extent that the relevant claim is directly attributable to a legally established failure by Vadeno.

  1. Retention of title

20.1 Ownership of delivered products remains with Vadeno until the Customer has paid all amounts owed to Vadeno in connection with the relevant agreement, including applicable interest and recovery costs.

20.2 Until ownership has transferred, the Customer shall not sell, pledge or otherwise encumber the products, except in the ordinary course of its business where legally permitted.

20.3 If the Customer fails to pay amounts due, enters insolvency proceedings, ceases business operations or otherwise gives Vadeno reasonable grounds to believe that payment will not be made, Vadeno may exercise its rights to recover products that remain subject to retention of title, to the extent permitted by law.

20.4 The Customer shall cooperate with reasonable requests from Vadeno relating to the exercise of its retention-of-title rights.

Dutch business guidance specifically recognizes retention of title as a mechanism whereby ownership remains with the seller until payment, including where recovery becomes necessary after non-payment. (business.gov.nl)

  1. Suspension and termination

21.1 Vadeno may suspend performance or terminate an agreement, in whole or in part, where:

  • the Customer fails to pay an invoice when due;
  • the Customer breaches these Terms or the agreement;
  • the Customer becomes insolvent;
  • bankruptcy or restructuring proceedings are initiated;
  • the Customer ceases or threatens to cease its business; or
  • there is reasonable doubt regarding the Customer’s ability to fulfil its obligations.

21.2 Suspension or termination does not affect Vadeno’s right to claim amounts already due or other rights available under applicable law.

  1. Complaints

22.1 Complaints concerning products, deliveries or services should be submitted to Vadeno in writing as soon as reasonably possible after discovery of the relevant issue.

22.2 A complaint should include:

  • order number;
  • product name and part number;
  • description of the issue;
  • date of delivery; and
  • supporting photographs, measurements or other relevant information where available.

22.3 Submitting a complaint does not suspend the Customer’s payment obligations unless otherwise agreed in writing or required by applicable law.

  1. Privacy and personal data

23.1 Vadeno processes personal data in accordance with applicable data-protection legislation.

23.2 Further information concerning the processing of personal data is provided in Vadeno’s Privacy Policy.

23.3 Where the Customer provides personal data of its employees or other representatives, the Customer is responsible for ensuring that it is entitled to provide such information to Vadeno.

  1. Changes to these Terms

24.1 Vadeno may amend these Terms from time to time.

24.2 The version applicable to an agreement is the version in force at the time the agreement was concluded, unless mandatory law or a subsequent agreement provides otherwise.

24.3 Changes will be published on the Vadeno website.

  1. Severability

25.1 If any provision of these Terms is found to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.

25.2 The parties shall, where reasonably possible, replace the affected provision with a valid provision that most closely reflects the original intention.

  1. Applicable law

26.1 All agreements between Vadeno and the Customer are governed by the laws of the Netherlands, excluding its conflict-of-law rules to the extent permitted by applicable law.

26.2 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

  1. Disputes and jurisdiction

27.1 The parties shall first attempt to resolve any dispute through good-faith consultation.

27.2 Any dispute that cannot be resolved amicably shall be submitted to the competent court in the Netherlands having jurisdiction over Vadeno’s registered office, unless mandatory applicable law requires another court to have jurisdiction.

27.3 For international B2B transactions within the EU, the jurisdiction provisions shall be interpreted in accordance with applicable European jurisdiction rules.

  1. Language

28.1 These Terms are drafted in English.

28.2 If these Terms are translated into another language, the English version shall prevail in the event of any discrepancy, unless mandatory applicable law provides otherwise.

  1. Contact details

Vadeno Optical Solutions
Oude Beekbergerweg 1
7331 HL Apeldoorn
The Netherlands

KvK: 09156424
VAT: NL001232585B19
IBAN: NL66ABNA0535718180

End of General Terms and Conditions

A few things I would change before putting this live

There are four decisions I’d still make with you, because they materially affect the final version:

  1. Payment term: I used Prepayment for webshop orders. Dutch B2B rules generally allow agreement on a payment period, with a statutory framework around maximum periods. (business.gov.nl)
  2. Liability cap: I used the fairly standard net invoice value of the relevant product/service. For a photonics distributor, I would have a lawyer specifically review this clause because equipment can be high-value and customers may claim consequential losses.
  3. Jurisdiction: I used the competent court in the Netherlands where Vadeno is established. That’s commercially sensible for you, but cross-border EU jurisdiction rules can affect what can actually be agreed. (European Union)
  4. Returns policy: I would publish the Returns & Refunds Policy separately, but explicitly incorporate it into these Terms as I have done above.