Terms and conditions:

EuroSpaceTechnology® acting under the name EuroSpaceTechnology®
Valkenburgseweg 56   2223 KE Katwijk aan de Rijn

Registration number Chamber of Commerce for Zuid Holland

KvK No.28098622
                                                                                                                                                                                                                                                         

Scope, definitions

  1. These conditions apply to all offers and all agreements of purchase and sale, that are established via the website(s) www.eurospacetechnology.eu of acting under the name EuroSpaceTechnology® ,established in Katwijk aan de Rijn, hereafter named “user”.
  2. The purchaser shall hereinafter be referred to as; “the other party”.
  3. A number of provisions in these conditions will only see the situation where the party is a natural person not acting in the exercise of a profession or business. In these provisions, the party will be designated by the term; “the consumer”.
  4. Under “Writing” is also understood in these terms: by letter, e-mail, fax or other means of communication for the purpose of the prior act depending on the technical developments and in society applicable concepts can be made.
  5. Under “the website” In these terms mean: in paragraph 1 of this Article website (s) of the user.
  6. It may not apply to a (part of) provision of these terms, does not affect the applicability of the remaining provisions.
  7. If there is a discrepancy or a misunderstanding between these terms and conditions in the English language, the Dutch version will be valid.
  8. These terms and conditions also apply to the agreement emerged orders or part orders.
  9. If the user general terms have been handed out several times to the other party there is a steady trade relationship. The user does not need to handout the general conditions over and over again to make them available to them in following agreements to keep them valid.

Offers, prices

  1. All offers mentioned on the website of the user are subject to change, unless they have a deadline for acceptance. If an offer is a free offer and the other party accepts this offer, then the user has the right to the decline the offer within 2 working days after receipt of acceptance.
  2. In offers, price lists, etc. on the website prices are exclusive of VAT and expenses such as transportation and shipping & handling. Per article clearly mentions the prevalent amount of VAT and of any charges.
  3. A compound quotation shall not oblige the user to deliver part of the included in the offer against a corresponding part of the price.
  4. Offers and prices do not apply automatically to repeat orders.
  5. Models shown, statements of colors, sizes, weights and other descriptions on the website are as accurate as possible, but are indicative only. The other party cannot receive any rights from this.
    1. If between the date of concluding the agreement and its implementation forthe user (cost) price increasing circumstances arise due to laws and regulations, currency fluctuations, price changes in the user third parties or suppliers or changes in the prices of the materials, commodities, etc., the user is entitled to increase the agreed price accordingly, and the other party in charge.
    2. With price increases within 3 months after completion of the agreement, the consumer is authorized to end the contract through a written statement. If the consumer has not made use within 14 days after notification of the price change of its dissolution power to the user, the user may assume that the consumer has agreed with the price change.

Conclusion of agreements

  1. If the other party places or order via the website, the user is first bound to this order after he has confirmed in writing to the other party. This shall apply, unless otherwise indicated on the website.
  2. Additions or changes to the terms and conditions or the contract will bind the user after they have been confirmed in writing to the other party.

Buy remote; viewing period

  1. The provisions of this Article shall apply only to consumers at a distance sale within the meaning of Article 46a of Book 7 of the Netherlands Civil Code.
  2. If there is a distance sale, a trial period is applicable. The approval period means that the consumer has the right to annul the agreement. The consumer is not required to give a reason for this decomposition.
  3. The trial period mentioned in the former article will be a period of 14 calendar days from;Termination of the agreement is only possible by written notice thereof to the user, a form that is presented by the user can do this or a self made form. 
    1. the day on which the consumer or a third person pointed out by the consumer (not being the transporter) has received the supplies;
    2. the day on which the consumer or a third person pointed out by the consumer (not being the transporter) has received the last goods, when the consumer has ordered multiple supplies and these goods are being delivered separately;
    3. the day on which the consumer or a third person pointed out by the consumer (not being the transporter) has received the last goods, when the goods exist of multiple shipments or parts.
  4. A Termination according the previous articles also means that all attached agreements are terminated according the law.
  5. The consumer has no termination right if;
    1. the delivery concerns specifically made to size goods or goods that are meant for a specific person;
    2. the delivery of goods that have a protection of health or hygiene and as a result cannot be send back after the seal of the shipment after delivery is broken.
    3. the delivery of goods that are mixed due to their nature with other goods.

Buy remote; return shipment, return payment

  1. If the user has offered to pick up the delivered supplies himself, then the consumer has to return the goods in the original packing, unused and for costs and risk of the consumer in case of a termination, within 14 days of termination, to the user or to a appointed third party by the user. If the user has charged shipping costs to the consumer during the shipping, then the costs of the return shipment are for the user.
  2. The user will pay back the consumer the already received funds within a maximum of 14 calendar days after termination in the same currency as was used by the consumer.
  3. The user is not obliged to pay back additional costs that have arisen as a result of the fact that the consumer has explicitly chosen for a different type of delivery then the lowest standard expensive method of delivery as offered by the user.
  4. If the user has offered to pick up the delivered goods himself in case of termination, then the consumer can only request return payment after the user has received the returned goods, or if the consumer has proved that the goods have been returned by him, on whichever point in time comes first.
  5. The user has the right to refuse returned goods or pay back only a part of the received payments of the consumer, if the goods are not packed in the original packaging, if the goods are worked on, used or damaged. The user will inform the consumer of this immediately after receiving the goods.

Engagement of third parties

If for the proper execution of the agreement it is required, the user has the right to have certain supplies performed by a third part. This is at the discretion of the user.

Confidential Information

  1. The user undertakes not to disclose any information it received in the context of the conclusion and implementation of the Agreement it has acquired from the other party and which he knows or reasonably should know that such information be kept confidential. The user will use this information to third parties only as necessary for the execution of the agreement.
  2. The user shall take all reasonable precautions to protect the confidential information and keep it secret and warrants that its employees or other persons under his responsibility in the implementation of the agreement also involved in this will keep confidentiality.
  3. The confidentiality does not apply if the user as a result of legislation and / or regulation or court order is required to disclose the confidential information and the user cannot rely on a legal or a privilege granted by a judge. This exception also applies to employees or other persons referred to in the former paragraph of this article.
  4. If the user has a privacy statement, then all used data will only be used according the articles of this statement.

Supply, delivery deadlines

  1. Agreed delivery deadlines can never be regarded as mandatory. If the user’s delivery obligations under the agreement are not met or not met on time, the other party should notice the user in writing, granting him a reasonable time for meeting its delivery obligation.
  2. In consumer contracts, the ordered goods will be delivered within 30 days after ordering. If delivery is not possible within this period, the user will inform the consumer as soon as possible. The consumer then has the opportunity within 1 week after this announcement to request a refund from any pre-payments to the user. If the consumer makes use of this option, the user will refund the already paid amount by the consumer within 30 days after the consumer has requested to pay him back.
  3. The user is entitled to deliver in installments and the user can separately invoice each partial delivery.
  4. The risk on the goods supplied passes to the other party at the time of delivery. Under the time of delivery in these terms and conditions shall mean the time the goods to be delivered leave the building, warehouse or store of the user or when the user to the other party has indicated that these matters can be collected.
  5. Notwithstanding the previous paragraph of this article, under the time of delivery with consumers means the actual time when the goods are available to the consumer.
  6. Shipping or transportation of the ordered items is done on a user-defined way, but at the expense and risk of the counterparty. The user is not liable for any damages of any kind – whether or not to the business or goods itself – which is related to the shipping or transport.
  7. Notwithstanding the former paragraph of this article applying to consumers that dispatch or transport of the ordered goods are at the risk of the user, but shipping costs are for the consumers.
  8. If, because of a fault that lies within the sphere of the other party it is not possible to deliver the ordered goods (in the agreed manner) to the other party, the user is entitled to store the goods to the business expense and risk of the counterparty. The other party has to able the user to deliver the goods, or pick up the goods, within a period that is set by the user after notification of storage.
  9. If the other party over in the previous paragraph of this Article fails to limit its obligation to take delivery, he is immediately in default. The user then has the right to dissolve the contract with immediate effect and without judicial intervention, by written declaration, wholly or partially and sell the goods to third parties. All this without consequences for the user’s obligation to pay damages, costs and interest arises.
  10. The agreed delivery time will only be effective on the moment that the user has received all needed information and agreed (pre) payment from the other party. If this results in a delay, then the delivery time will be lengthened accordingly.

Complaints and returns

  1. The other party is obliged to check the delivered goods immediately upon receipt for any visible defects, defects, damage and / or deviations in number to appear on the bill of lading or accompanying voucher. In the absence of a bill or accompanying voucher, the other party has to mention visible defects, defects etc. within 2 working days after receipt of the goods in writing to the user. If a notice is not received regarding this, then the goods are received in good condition in agreement to the order.
  2. Other complaints should immediately after discovery – but within the agreed guarantee time – communicated in writing to the user. All the consequences of not reporting directly to the user are the risk of the counterparty. If no express warranty term is agreed upon, a period of 1 year after delivery is valid for the warranty term.
  3. If a complaint is not communicated to the user within the periods specified in the preceding paragraphs, then there is no appeal possible on a warranty.
  4. Ordered goods are in the user-stock (wholesale) packaging. In industry-accepted small deviations in respect of sizes, weights, numbers, colors, etc., shall not constitute a failure on the part of the user. There is no appeal possible on the warranty if this is the case.
  5. Complaints do not suspend the payment of the other party.
  6. The former paragraph of this Article shall not apply to the consumer.
  7. The other party must allow the user to investigate the complaint and in this context supply all the relevant complaint information to the user. If for the investigation into the complaint a return shipment is called for, this is then for the risk and expense of the other party, unless the complaint is subsequently found to be legitimate. The return shipment is always to the risk of the other party.
  8. In all cases a return shipment is in a manner determined by the user and in the original packaging.
  9. No complaints are possible regarding possible imperfections or properties of products made from natural materials, if these imperfections or characteristics are inherent in the nature of these materials.
  10. No complaints are possible regarding possible discoloration and slight color differences.
  11. No complaints are possible in respect of matters, which upon receipt by the other party has been changed of nature and / or composition have been altered or processed totally or partially.

Guarantees

  1. The User shall ensure that the agreed deliveries are properly and in accordance with the standards in his industry, but does not regard these supplies a further guarantee than as expressly agreed between the parties.
  2. The user stands during the warranty period for the normal quality and reliability of the delivered.
  3. If the goods supplied by the user have a warranty made by the manufacturer or, this guarantee will apply equally to both parties. The user will inform the other party.
  4. The user does not and shall never be deemed to have guaranteed that the goods supplied are suitable for the purpose for which the party wishes to edit, process, or to use it, unless he expressly confirmed this in writing to the other party.
  5. There is no guarantee possible, as long as the other party has not paid the agreed price for the delivered goods.
  6. The former paragraph of this Article shall not apply to the consumer.
  7. If the other party rightly invoked the warranty provisions, the user will arrange for free repair or replacement of the case or for refund or a reduction in the agreed price for the business. This is done at the discretion of the user. If there is collateral damage, then the provisions of the above terms and conditions contained in this Article liability apply.
  8. Deviating from the former paragraph, the consumer has the choice between repair or replacement of the goods, unless this cannot be demanded within reason from the user. In place of this the consumer can always terminate the agreement by writing or demand a reduction to the agreed price.

Liability

  1. Outside the explicitly agreed guarantees or guarantees given by the user, the user accepts no liability whatsoever.
  2. Notwithstanding the former paragraph of this article, the user is only liable for direct damage. Any liability of the user for consequential damages such as business interruption, loss of profits and / or loss, delay and / or persons or injury, is expressly excluded.
  3. The other party is obliged to take all the measures necessary to prevent or limit the damage.
  4. If the user is liable for damages suffered by the other party, the indemnity obligation of the user at all times are limited to the amount paid by its insurer in the occurring event. If the insurer fails to pay the user or the damage is not covered by insurance taken by the user, the indemnity obligation of the user is limited to the amount invoiced for the delivered goods.
  5. The other party should inform the user within 6 months after he became aware of or could have been known to damage suffered by him.
  6. Notwithstanding the former paragraph of this Article for consumers a period of 1 year applies.
  7. The user is not liable and the other party may not invoke the warranty, nor claim the user on other grounds liable if the damage occurred:The other party is in the cases listed in the former paragraph of this article fully liable for all resulting damages and shall indemnify the user explicitly for all claims for compensation for this damage. 
    1. by improper use or use contrary to the destination of the goods supplied or provided by or on behalf of the user instructions, advice, manuals, leaflets, etc.;
    2. by improper storage (storage) or maintenance of the supplied goods;
    3. by mistakes or discrepancies in the by or thru the other party to the user given information;
    4. as a result of the choice of the other party that differs from what the user has advised and/or what is normally used;
    5. by the choices that the other party has made regarding the delivered goods;
    6. because, by or on behalf of the party, repairs or other work or operations have been done to the goods, without the express prior consent of the user.
  8. In this article the limitations of liability do not apply if the damage is due to intentional and / or deliberate recklessness of the user or its management at board level or if mandatory statutory provisions are opposed. Only in these cases the user will indemnify the other party for any claims by third parties against the other party.

Payment between companies

  1. The user is always entitled to demand (partial) pre-payment or any other security for payment of the counterparty desire.
  2. Payment must be made in accordance with the manner indicated on the website. Payment by other means is permitted only if the parties expressly agreed in writing.
  3. If it is agreed that payment will occur after the user has sent an invoice to the other party, payment must be made within a period of 30 days after the invoice date, unless the parties expressly agree otherwise in writing. Here, the correctness of an invoice is determined if the other party does not object within this period.
  4. If an invoice has not been fully paid after the expiry of the period referred to in paragraph 3, the other party has to pay to the user a default interest at a rate of 2% per month, cumulatively calculated on the principal sum. Parts of a month are then calculated as a full month.
  5. If, after due notice by the user payment still fails, the user is also entitled to charge the other party extrajudicial collection costs of 15% of the invoice with a minimum of € 150,00.
  6. In the absence of full payment by the counterparty, the user is entitled to hold the contract without further notice or judicial intervention, by a written statement of its obligations under the agreement on hold until the payment is successfully done, or the other party provides a proper security is. User also has said right of suspension if the other party is in default of payment and the user has reasonable grounds to doubt the creditworthiness of the counterparty.
  7. Payments done by the counterparty will at first be deducted from all interest and costs, then the invoices, which are the oldest, unless the other party payment expressly states that the payment relates to a later invoice.
  8. The other party is not entitled to offset claims by the user with any counterclaims that he has on the user. This also applies if the other party has (provisional) suspension of payment or is in a state of bankruptcy.

Payment from consumers

  1. The user is always entitled to demand (partial) pre-payment or any other security for payment of the counterparty desire. The asked pre-payment will be a maximum of 50% of the agreed price.
  2. Payment must be made in accordance with the manner indicated on the website. Payment by other means is permitted only if the parties expressly agreed in writing.
  3. If it is agreed that payment will occur after the user has sent an invoice to the other party, payment must be made within a period of 30 days after the invoice date, unless the parties expressly agree otherwise in writing. Here, the correctness of an invoice is determined if the other party does not object within this period.
  4. If an invoice has not been fully paid after the expiry of the period referred to in paragraph 3, the other party has to pay to the user a default interest at a rate of 2% per month, cumulatively calculated on the principal sum. Parts of a month are then calculated as a full month.
  5. If, after due notice by the user payment still fails, the user is also entitled to charge the other party extrajudicial collection costs. With this in effect, the user will give the consumer another period of 14 days to pay the invoice.
  6. In previous paragraph extra judicial collection costs for claims come to:
    1. 15% of the amount of the principal sum on the first € 2.500,00 of the claim (with a minimum of € 40,00);
    2. 10% of the amount of the principal sum on the following € 2.500,00 of the claim;
    3. 5% of the amount of the principal sum on the following € 5.000,00 of the claim;
    4. 1% of the amount of the principal sum on the following € 190.000,00 of the claim.
    5. O,5% of the rest of the amount.

All this has an absolute maximum of € 6775,00.

  1. For the calculation of the extrajudicial collection costs the user is entitled after 1 year of the principal amount of the claim to increase the sum with the cumulative accrued default interest during the year under paragraph 4 of this article.
  2. In the absence of full payment by the counterparty, the user is entitled to hold the contract without further notice or judicial intervention, by a written statement of its obligations under the agreement on hold until the payment is successfully done, or the other party provides a proper security is. User also has said right of suspension if the other party is in default of payment and the user has reasonable grounds to doubt the creditworthiness of the counterparty.
  3. Payments done by the counterparty will at first be deducted from all interest and costs, then the invoices, which are the oldest, unless the other party payment expressly states that the payment relates to a later invoice.

Retention

  1. The user retains ownership of all delivered goods and all goods that still have to be delivered under the contract until the time when the other party has paid all of its obligations to the user.
  2. The commitments in the previous paragraph above include paying the price of the goods delivered and the goods to be delivered, plus claims for attributable failure of the counterparty to fulfill its obligations, including the payment of compensation, extrajudicial collection costs, interest and any fines.
  3. If it concerns the supply of identical, not individualized affairs, always the affairs belonging to the oldest invoices are deemed to have been sold first. The retention of ownership is therefore always being provided on all matters that are still in stock, shop and / or contents of the other party at the time of invoking the retention.
  4. Affairs on which retention has been placed may be used by the other party in the ordinary course of business and be sold, provided that in regard to its customers also retention of the goods delivered is stipulated.
  5. As long as the delivered goods are retained by the other party, it is not authorized to pledge or bring them in actual physical control of a financier.
  6. The other party is obliged to inform the user immediately in writing if third parties claim ownership or other rights to the items on which a retention of title rests.
  7. The other party is obliged to save things carefully and as identifiable as the property of the user on which retention of title rests until such time as he fulfilled and complied with all his obligations towards the user.
  8. The other party shall arrange for a company insurance or home insurance that the goods delivered under retention of title are at all times insured and on the user’s first request the other party has to provide access to the insurance policy and the associated evidence of payment of the policy.
  9. If the other party violates the provisions of this Article or the user invokes the reservation of title, the irrevocable right comes to the user and his employees to access the site of the other party to take back the delivered goods. Without prejudice the right of the user is to terminate the agreement without further notice, by written declaration, and for compensation of damages, lost profits and interest.

Bankruptcy, incompetence, etc.

  1. Notwithstanding the other provisions of these terms and conditions the user is authorized to terminate the agreement without further notice and without judicial intervention, by written declaration to the other party at the time when the other party. The party is always obliged to notify the trustee or administrator of the (contents of) agreement and these terms and conditions. 
    1. is declared in a state of bankruptcy or an application for bankruptcy is made;
    2. applied for (provisional) moratorium of payments;
    3. has been enforced by legal seizure;
    4. is placed under receivership or under administration;
    5. looses the power or capacity otherwise with respect to his assets or parts of them.

Force Majeure

  1. If there is Force Majeure beyond the control of the party or the user, the user is authorized to terminate the agreement without judicial intervention, by written declaration to the other party, to rescind or suspend fulfillment of his obligations to the other party for a reasonable period without any compensation being due.
  2. Force majeure on the part of the user under these terms and conditions is: a non-attributable shortcoming of the user, of the third parties engaged by him or suppliers or other compelling reasons on the part of the user.
  3. Under circumstances of force majeure shall be understood: war, riots, mobilization, domestic and foreign unrest, government action, strikes within the organization of the user and / or the other party or the threat of these conditions, disruption at the time of entering into the agreement of existing exchange rates, disturbance by fire, theft, sabotage, natural phenomena, etc., weather, blockades of transport and delivery problems as well as Internet malfunctions or power failures that can cause the website to be not or not fully available.
  4. If the force majeure situation arises when the contract has already been partially executed, the other party is obliged to keep its obligations to the user up to that time.

Cancellation, suspension

  1. The provisions of this article shall not apply to dissolution within the trial period as provided in article 4 of these general conditions.
  2. If the other party wishes to cancel the agreement prior to or during the implementation, he has to pay to the user compensation damages that are determined by the user. These damages include all costs already incurred by the user and its cancellation by the damage including loss of profits. The user is entitled to fix the compensation – at his discretion and subject to already supplied goods – and charge up to 20 to 100% of the agreed price to the other party.
  3. The other party is liable to third parties for the consequences of the cancellation and will indemnify the user for claims resulting from these third parties.
  4. The user is entitled to retain all payments already made by the other party and to deduct the compensation from these payments already made by the other party.
  5. In suspending the execution of the agreement at the request of the party, the compensation for all costs already incurred at that time are due immediately and the user is entitled to charge the other party. The user is also entitled to charge all costs incurred during such suspension as well as for the hours that were already reserved before the period of suspension.
  6. If the execution of the agreement after the agreed suspension period cannot be resumed, the user is entitled to dissolve the agreement without judicial intervention, by written declaration to the other party. If the execution of the agreement is restarted after the agreed suspension period, the other party I however obliged to compensate any costs arising from this resumption of the user.

Applicable law / jurisdiction

  1. In between the user and the other party agreements are only subject to the Netherlands law.
  2. The applicability of the Vienna Sales agreement (CISG) is definitely not applicable.
  3. Any disputes will be settled by the competent court in the place where the user is located, except that the user always retains the authority to submit the dispute to the competent court in the place where the counterparty is established.
  4. The consumer is always entitled to choose to settle the dispute by the competent court, provided he makes this choice timely known to the user. With timely we mean: within one month after the user has notified to the consumer that he wants to submit the dispute to the court of his residence.
  5. If the other party is located outside the Netherlands, the user is entitled to act in accordance with paragraph 2 of this article or – his choice – to submit the disputes to the competent court in the country or state where the counterparty is established.

Date: September 18, 2016

 

Copyright EuroSpaceTechnology® 2016