GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT of Astronau (Company Registration Number: 85054070) in Deventer

Article 1: Applicability

• „We,“ „us,“ the contractor, Toypek.eu, or Astronau refers to the seller of goods and/or services, or an affiliated company.
• These general terms and conditions apply to all our offers and agreements, regardless of their designation. They specifically apply to agreements for the delivery of goods to our buyers/clients and any resulting agreements. Any service provided by Astronau, whether directly or indirectly related to the sale of goods, is considered ancillary to those goods, and these terms and conditions apply to all goods and services supplied by Astronau.
• When these general terms and conditions mention „purchaser“ and/or „client,“ this includes any natural or legal person who has a relationship with us and wishes to enter into a purchase agreement or any other type of agreement with us. The term „buyer“ and/or „client“ also includes the person or entity on whose behalf and for whose account goods are delivered.
• Deviations from these general terms and conditions are only valid if expressly agreed upon in writing.
• If the buyer also refers to their own general terms and conditions, they will not apply unless expressly accepted by us in writing and provided they do not conflict with our terms and conditions.
• In case of any conflict between the buyer’s terms and conditions and ours, only our terms and conditions shall prevail. Any other stipulations in the buyer’s terms are disregarded.
• Whenever these terms and conditions refer to „delivery (of goods),“ this also includes the provision of services and the execution of work of any kind.

Article 2: Offers

• All our quotations are non-binding and valid only for a specified period, to be considered as a whole. They do not create any obligations unless the offer itself includes an explicit written commitment.
• Astronau takes care to provide accurate information regarding quantities, dimensions, weights, and other product or service details, but deviations may occur. Pictures, drawings, samples, or models are for illustration only. The content of printed materials, brochures, and other Astronau communications is not binding unless explicitly confirmed in writing. In case of discrepancies between the customer’s order and Astronau’s confirmation, only our written or verbal confirmation is binding. Minor deviations are acceptable to the customer.
• Our quotations, including designs, models, drawings, samples, descriptions, images, measurement specifications, and related materials, remain our property and must be returned upon request. They may not be disclosed or provided to third parties without our written consent.
• We reserve all current and future intellectual and industrial property rights. You are not authorized to use our products as models or blueprints, or to make use of any intellectual or industrial property rights of Astronau contained in our products. This includes, but is not limited to, know-how, manufacturing, or selling products that infringe our rights or that are similar to ours. Products sold to you are sold under the assurance that they have not been processed or produced by you in any form. Violation of this article constitutes a serious breach and will result in full indemnification owed to Astronau.

Article 3: Establishment of Agreement

• An agreement with us is established when we provide written confirmation of an order that has been signed and returned by the buyer, or when the buyer clearly indicates acceptance of our offer.
• The order confirmation sent by us to the buyer is considered an accurate reflection of the agreement’s content.
• Any additional agreements or commitments made by our employees or representatives are only binding if confirmed in writing by an authorized director.

Article 4: Prices

• Prices stated in offers, contracts, order confirmations, price lists, or on our website are in Euros, excluding VAT, EXW warehouse Astronau, and excluding transport, insurance, import taxes in the buyer’s country, assembly, packaging, and other costs, unless otherwise agreed in writing.
• Prices are based on cost factors applicable at the time of agreement, such as exchange rates, manufacturer prices, raw material prices, wages, transport costs, insurance premiums, taxes, import duties, and other government levies.
• We reserve the right to charge the buyer for any increases in cost factors that occur after the agreement has been concluded but before delivery. In such cases, we may also dissolve the agreement, in whole or in part, without judicial intervention.
• If the agreed price increases by more than 3%, the buyer has the right to dissolve the agreement.

Article 5: Additional and Reduced Work, Extra Costs

• The buyer may request amendments to the agreement before or during execution. Only additional work specifically ordered will be carried out and invoiced. Additional work must be communicated in writing; however, the absence of a written order does not affect the contractor’s right to payment if it can be otherwise proven that the additional work was requested.
• The contractor has the right to charge the client for costs incurred due to:
  • Difficulties in executing the agreement for reasons beyond the contractor’s control or attributable to the buyer.
  • Government regulations introduced after the conclusion of the agreement that were not known or foreseeable by the contractor.

Article 6: Delivery and Delivery Terms

• Delivery times begin on the day the agreement is concluded, provided all necessary information for execution has been received. Unless expressly agreed otherwise in writing, delivery times are not strict deadlines.
• Transport and delivery are at the buyer’s risk. Delivery is made EXW warehouse Astronau, in accordance with the latest Incoterms.
• If the buyer does not arrange transport, we will ship the goods in a manner deemed favorable by us, using a forwarding agent of our choice.
• Each partial delivery is considered a separate transaction.
• The buyer must accept the purchased goods within the agreed period. If the buyer fails to do so, the goods will be deemed delivered, stored at the buyer’s expense and risk. If no delivery period is agreed, this applies one month after our invitation to accept the goods.

Article 7: Buyer/Client Disputes

• The buyer is responsible for the accuracy and completeness of information provided to us.
• The buyer must account for normal tolerances and minor variations in delivered goods.
• The buyer must inspect the goods immediately upon delivery. Visible defects must be reported within 7 days of delivery (or invoice date, if delivery did not occur), by registered letter with a clear description of the complaint and reference to the relevant invoice.
• Hidden defects must be reported within 7 days of discovery, following the same procedure.
• Claims regarding defects are void if:
  • They are not reported within the stated timeframes.
  • The buyer fails to cooperate in investigating the complaint.
  • The goods were handled, used, or maintained incorrectly, or used for unintended purposes.
  • The goods continue to be used after a complaint is made.
  • The warranty period has expired, or if none is specified, more than 6 months have passed since delivery.
• In quality disputes, an independent, recognized institute designated by us will analyze the goods; its findings are binding.
• Goods may only be returned after consultation with Astronau. Return costs and risk are borne by the buyer. Complaints about used or second-hand goods will not be accepted.
• Complaints about invoices must be submitted within 7 days of receipt.

Article 8: Liability

• Warranty claims apply only if no warranty is provided by third parties (e.g., manufacturers). Our liability is limited to defects due to manufacturing or material faults.
• The buyer bears all costs for (dis)assembly, installation, adjustments, and other services or materials. Administrative, shipping, and delivery costs related to warranty claims are also borne by the buyer.
• No warranty applies to chargers, batteries, tires, or other wear parts. Minor deviations and discolorations that are technically unavoidable are excluded from warranty.
• If the buyer performs or authorizes repairs without our written permission, all warranty obligations are void.
• The warranty does not apply if the buyer is in default, uses the goods improperly, or prevents Astronau from inspecting them. Unless otherwise agreed, all warranties expire one year after delivery.
• If a valid complaint is confirmed, Astronau may:
  • Repair the defect free of charge,
  • Provide replacement goods or parts upon return of the defective ones, or
  • Refund the purchase price or credit the invoice and dissolve the relevant part of the agreement.
• Except for the obligations above, Astronau is not liable for any damage unless caused by proven intent or gross negligence. We are not liable for consequential or indirect damages, loss of profits, downtime, or other losses resulting from defective or delayed delivery.
• The buyer must indemnify Astronau against third-party claims related to the execution of the agreement, unless prohibited by law.

Article 9: Transfer of Ownership, Risk, and Security

• Once goods leave Astronau’s warehouse, the client assumes all risk and liability for loss or damage, unless caused by Astronau’s proven negligence.
• Delivered goods remain Astronau’s property until full payment has been made. The buyer grants Astronau access to retrieve these goods if necessary.
• We may request security for payment at any time if deemed necessary.
• The buyer may not pledge, encumber, or otherwise transfer ownership of unpaid goods to third parties.
• The buyer may sell goods to third parties in the ordinary course of business but must immediately transfer the proceeds or the resulting claim to Astronau.
• We reserve the right to reclaim goods if payment obligations are at risk, without prejudice to our right to seek compensation.
• The buyer must insure unpaid goods against fire and theft and provide proof of insurance upon request.

Article 10: Payment

• Payment must be made in Euros, without any deduction, either in cash or by bank transfer to an account designated by us. Payment is due upon delivery unless otherwise agreed in writing. Bank costs in the buyer’s country are at their expense. Bank checks are not accepted.
• Unless otherwise agreed, payment must be made before the delivery date. Late payment places the buyer in default without notice. Astronau may suspend obligations, demand cash payment, request security, or terminate the agreement and reclaim goods, with full compensation for damages.
• Late payments incur interest equal to the statutory rate plus 5% per year, calculated from the due date until full payment. All collection costs are borne by the buyer.
• Payments are applied first to costs, then interest, and finally to principal.
• If the buyer’s financial situation deteriorates significantly, Astronau may suspend or amend payment terms or demand security.

Article 11: Force Majeure
Force majeure refers to any circumstance beyond our control that makes it unreasonable to expect fulfillment of the agreement. This includes war, riots, blockades, natural disasters, epidemics, raw material shortages, transport disruptions, business interruptions, import/export restrictions, or government actions.
In such cases, Astronau may suspend or dissolve the agreement without liability for damages.

Article 12: Applicable Law
Dutch law exclusively applies. The Vienna Sales Convention (CISG) is excluded.

Article 13: Dispute Resolution
If the buyer is located within the EU, disputes shall be submitted to the competent court in Central Netherlands.
If located outside the EU, disputes shall be settled under the Arbitration Rules of the Netherlands Arbitration Institute (NAI), with one arbitrator, in English, seated in Central Netherlands.

Article 14: Amendment of These Conditions
Astronau reserves the right to amend these terms. The amended version applies to future agreements. If any provision is invalid or voidable, the remaining provisions remain in force, and the parties shall replace the invalid clause with one of equivalent purpose and effect.

Article 15: Translation
The Dutch version is the original. In case of discrepancies, the Dutch text prevails.