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 name. 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 related or partially associated with the sale of goods, is considered ancillary to the goods, and these terms and conditions are deemed to apply to the supply of all goods and services by Astronau.
- When these general terms and conditions mention „purchaser“ and/or „client,“ it includes any natural person and/or legal entity that 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 encompasses the individual or entity on whose behalf and for whose account goods are delivered.
- Deviations from the provisions of 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 be applicable unless expressly accepted by us in writing and provided they do not conflict with the provisions of our general terms and conditions.
- In case of a conflict between the buyer’s terms and conditions and our general terms and conditions, only the provisions of our terms and conditions prevail. Any other stipulations in the buyer’s terms and conditions are disregarded.
- When these terms and conditions mention „delivery (of goods),“ it also includes the provision of services and the execution of work of any nature.
Article 2. Offers.
- All our quotations are non-binding and valid for a specified period, to be considered as a whole. They do not create any obligations unless the offer itself includes an explicit commitment that has been unambiguously determined in writing.
- While Astronau takes care in providing accurate information regarding numbers, dimensions, weight, and other product/service indications, deviations may occur. Pictures, drawings, samples, or models shown serve as mere illustrations. The content of printed materials, brochures, and other statements by Astronau do not bind Astronau unless explicitly agreed upon in the agreement. In case of any discrepancies between the customer’s order and Astronau’s confirmation, only Astronau’s written or oral confirmation will be binding. Minor deviations should be accepted by the customer.
- Our quotations, including designs, models, drawings, samples, descriptions, images, measurement specifications, and accompanying materials, remain our property and must be returned upon our request. They may not be disclosed or provided to any third party without our written consent.
- We reserve all intellectual and industrial property rights, both existing and future. You are not authorized to use our products as models or blueprints or utilize any of Astronau’s intellectual or industrial property rights contained in our products. This includes, but is not limited to, know-how, manufacturing, or selling products that infringe upon our rights or producing/selling products similar to ours. The 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 require full indemnification/compensation from Astronau.
Article 3. Establishment of Agreement.
- An agreement with us is formed when we have provided a written confirmation of an order, and this confirmation has been signed by the buyer and returned to us, or when the buyer has clearly indicated acceptance of our offer.
- The order confirmation sent by us to the buyer is considered to accurately reflect the content of the concluded agreement.
- Any additional agreements or commitments made by our employees or representatives on our behalf are only binding if they have been confirmed in writing by an authorized director.
Article 4. Prices.
- The prices stated in offers, contracts, order confirmations, price lists, and on the internet are in Euros, excluding sales tax, EXW warehouse Astronau, excluding transport, insurance, and any import tax in the buyer’s country, as well as assembly, packaging, and other costs, unless otherwise agreed in writing.
- The prices stated are based on the cost factors applicable at the time of the agreement, such as exchange rates, manufacturer prices, raw material prices, wage and transport costs, insurance premiums, taxes, import duties for the Netherlands/EU, and other government levies.
- We reserve the right to charge the buyer for any increases in cost factors that occur after the agreement is concluded but before the day of delivery. In such cases, we may also choose to dissolve the agreement, either in whole or in part, without the need for judicial intervention.
- If the agreed price is increased by more than 3%, the buyer has the right to dissolve the agreement.
Article 5. Additional and Reduced Work, Extra Costs.
- The buyer has the right to request amendments to the agreement before or during its execution. Only additional work that has been specifically ordered will be eligible for execution and billing. Additional work must be communicated to the contractor in writing. However, the absence of a written order does not affect the rights of the client or the contractor to seek payment for additional work if it can be proven through other means that the additional work was indeed requested.
- The contractor has the right to charge the client for costs incurred due to the following reasons:
- The agreement becomes more difficult due to causes beyond the contractor’s fault, or it cannot be executed smoothly or without interruption, or it can be attributed to the buyer.
- Government regulations that were not known or foreseeable by the contractor at the time of the agreement come into effect.
Article 6. Delivery and Delivery Terms.
- The delivery times stated by us begin on the day the agreement is concluded, provided that we have received all necessary information for order execution. Unless expressly agreed otherwise in a written individual agreement, the specified delivery times are not strict deadlines.
- Transport and delivery of items and goods are the responsibility and at the risk of the buyer. Delivery is made EXW warehouse Astronau, in accordance with the latest version of the Incoterms.
- If the buyer does not arrange transport/forwarding themselves, we will ship the goods in a manner we consider favorable, using a forwarding agent chosen by us.
- In the case of partial deliveries, each delivery can be considered as a separate transaction.
- The buyer is obligated to accept the purchased goods within the agreed time. If the buyer fails to do so and we demand payment, the goods will be deemed delivered. We will store the goods at the expense and risk of the buyer, who will be responsible for all associated costs. If no specific delivery period has been agreed upon, we may take the measures described in this article if the buyer has not accepted the goods within one month of our invitation to do so.
Article 7. Buyer/Client Disputes.
- The buyer is responsible for the accuracy, completeness, and provided information to us.
- The buyer should consider normal tolerances and minor changes in the delivered goods.
- The buyer is required to carefully inspect the goods immediately upon delivery. Complaints regarding externally visible defects must be notified to us within 7 days of delivery or within 7 days of the invoice date if the goods were not deliverable. This notification must be sent by registered letter, providing a clear and accurate description of the complaint and referencing the relevant invoice. The buyer must conduct a careful and timely inspection.
- Defects that were not externally visible at the time of delivery and could not have been detected during a careful and timely inspection must be reported by the buyer within 7 days of discovering these defects, following the procedure described in article 3.
- Any claims regarding defects in delivered goods will be invalidated if:
- The defects were not reported within the timeframes and in the manner specified in paragraphs 3 and 4.
- The buyer fails to cooperate or provide sufficient cooperation for an investigation into the merits of the complaint.
- The buyer did not handle, use, store, or maintain the goods correctly, or used them under circumstances or for purposes other than intended.
- The buyer continues to use the goods for which the complaint was made.
- The warranty period specified in the individual agreement has expired, or if no such period is specified, the complaints are raised more than 6 months after the delivery.
- In disputes regarding the quality of goods manufactured by us, an institute designated by us, known for its reputation, will conduct an analysis. The findings of this analysis will be binding on both parties.
- Buyers must obtain prior consultation with Astronau before returning goods. The costs of returning goods are the responsibility of the buyer, and the products remain at their risk. Complaints regarding used or second-hand products will not be considered.
- Complaints about invoices must be submitted in writing within 7 days of receiving the invoice.
Article 8. Liability.
- The buyer can enforce warranty claims against us only if warranty obligations have not been assumed by third parties (such as manufacturers). In such cases, our liability is limited to defects resulting from manufacturing and/or material defects.
- The buyer bears all necessary costs for (dis)assembly, adjustments, installations, and other services or materials required for the sold goods (including hours, lubricants, filters, etc.). Additionally, the buyer is responsible for all administrative, shipping, and delivery costs, as well as any associated costs related to invoking the warranty against Astronau. All shipping costs are always the responsibility of the buyer.
- No warranty is provided for chargers, batteries, tires, and other wear parts. Astronau reserves the right to exclude or provide different warranties for items sold at discounted or outlet prices. Minor discolorations or deviations that are technically unavoidable and acceptable within general use are not covered by the warranty.
- If the buyer performs or authorizes repairs or modifications without prior permission from Astronau, or if such repairs are carried out by parties other than Astronau, we are not obligated to fulfill warranty obligations. This also applies if the buyer or its affiliates engage in improper use of the products, deviating from the reasonable intended use as specified in the user manual, such as exposing goods to excessive heat, humidity, extreme temperatures, or dryness.
- Astronau’s warranty does not apply if the customer is in default, if the goods are subjected to abnormal circumstances or mishandling, if the products are stored for longer than usual, or if Astronau is unable to examine the condition of the goods. Unless expressly agreed otherwise, all warranties expire one year after delivery.
- In the event of a complaint regarding quality, if we determine the validity of the complaint and are liable as stated in Article 1, we are obligated to
- Perform (free of charge) repairs to address the defects;
- Provide replacement goods or parts upon receipt of the defective goods or parts;
- Refund the received purchase price or credit the invoice sent to the buyer, with the option to dissolve the agreement without judicial intervention. This applies to the portion of the purchase price, invoice, and agreement related to the defective goods delivered.
- If the buyer performs or authorizes repairs or modifications to the goods without prior express written permission, any warranty obligations on our part will be void.
- Except for our obligations as described above, we are not obliged to provide any compensation to the buyer or others unless there is proven intent or gross negligence on our part (which must be demonstrated by legal means). In particular, we are not liable for consequential or trading losses, direct or indirect damages, loss of profits, downtime, or any other form of damage suffered by the buyer, their employees, or third parties, caused by whole or partial (re)delivery of goods, delayed or defective delivery of goods, or the goods themselves.
- The buyer is obligated to indemnify us against all claims from third parties related to the implementation of the agreement, unless the law prevents the buyer from bearing the resulting damages and costs from these claims.
Article 9. Transfer of Ownership and Reservation, Risk and Security.
- Once goods, items, materials, parts, or tools required for the execution of the assignment leave Astronau’s storage, the client assumes liability for all risks and damages, of any nature, that may occur to these goods, items, materials, parts, and tools. The client retains the authority to demonstrate that such risks and damages result from negligence on the contractor’s part.
- Until the client has fully fulfilled their payment obligations to the contractor under any agreement, the delivered goods, materials, and parts remain the property of the contractor. The buyer grants Astronau access to any site or location to retrieve these goods.
- We reserve the right to request security from the buyer to ensure the fulfillment of their obligations, if deemed necessary.
- The buyer is not entitled to pledge unpaid goods, establish non-possessory pledges on them, or create any other business or personal rights on them for the benefit of a third party.
- Subject to the provisions of this article, the buyer is permitted to sell the goods to third parties within the scope of their normal business operations. In such cases, the buyer is obliged to immediately transfer the funds obtained to us or, if the sale was not made for cash, to immediately transfer the acquired claim to us.
- We retain the right to take possession of goods that are in the buyer’s possession (or that of third parties) but belong to us, as soon as we reasonably suspect that there is a realistic chance the buyer will not fulfill their obligations. This is without prejudice to our rights under common law, and we reserve the right to claim compensation from the buyer after taking possession of the goods.
- The buyer is obliged to insure the risk of fire and theft regarding unpaid goods and provide proof of this insurance upon our request.
Article 10. Payment.
- Payment must be made in € (EURO) or the currency specified in the agreement, without any discount, either in cash at our location or by transfer to a bank or giro account designated by us. Payment is due immediately upon delivery of the relevant goods unless otherwise agreed upon in writing. For bank or giro payments, the day of crediting our bank or giro account is considered the payment date. Bank costs in the customer’s country of establishment are always borne by the customer. Bank checks are not accepted as a form of payment.
- Unless otherwise agreed, payment must be made before the agreed delivery date, without any deduction or set-off. Failure to make timely (full) payment will result in the buyer being in default without further notice. In such cases, we have the right, to the extent that there is sufficient connection with the buyer’s non-compliance, to suspend the fulfillment of all our obligations, exercise our rights under common law, demand cash payment prior to delivery of goods, or request a guarantee for timely payment for all remaining deliveries. We also have the right to terminate the agreement without judicial intervention, in which case the buyer is obligated to return the delivered goods or undo the performance already provided by us, without prejudice to our right to compensation.
- If the buyer fails to make timely payment, they will be liable to us, without the need for further notice, for interest equal to the statutory interest plus 5% per annum from the due date until the date of full payment. This interest is calculated on the unpaid amount and is immediately due and payable without further notice. Additionally, the buyer is obligated to pay us for the extrajudicial costs associated with the collection of our claim(s), which includes all costs incurred by Astronau to collect the claim. Furthermore, any exchange rate losses or other losses resulting from late payment or non-payment are the responsibility of the buyer, even if the buyer fulfilled their payment obligation on time according to the provisions applicable in their country but circumstances or measures beyond their control caused the transfer to occur in a disadvantageous manner for us.
- In accordance with Section 6:44 of the Dutch Civil Code, payments will be applied first to reduce the costs mentioned in paragraph 3, then to reduce the accrued interest, and finally to reduce the principal amount and any accrued interest.
- If the financial position of the buyer significantly deteriorates after the agreement has been concluded but before the delivery of the goods, we have the right to suspend further performance of the agreement, either in whole or in part, or to modify the payment terms and/or demand additional security.
Article 11. Force Majeure.
Force majeure refers to any circumstance beyond our control that renders it unreasonable to expect us to fulfill the agreement (non-attributable non-compliance). Force majeure also includes war, riots, blockades, boycotts, natural disasters, epidemics, lack of raw materials, prevention and interruption of transportation, disruptions in our company, import and export restrictions or prohibitions, and obstacles caused by measures, laws, or decisions of international, national, or regional governmental authorities. If we are unable to fulfill our delivery obligation due to force majeure, or if such fulfillment is impeded or delayed, we have the right to consider the agreement or the unfulfilled part thereof as dissolved, or to suspend it for a certain period at our discretion. The buyer cannot claim compensation from us in the event of force majeure.
Article 12. Applicable Law.
Dutch law exclusively applies to the offers and agreements made by us. The „Vienna Sales Convention“ is excluded.
Article 13. Dispute Resolution.
If the buyer is located within the European Union, any disputes related to agreements entered into by us and deliveries or services performed by us will be adjudicated by the competent court in Central Netherlands, the Netherlands. If the buyer is located outside the European Union, any disputes related to this agreement or agreements arising from it will be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitration tribunal will consist of one arbitrator appointed through the list procedure. The place of arbitration is Central Netherlands, and the procedure will be conducted in English.
Article 14. Amendment of These Conditions.
Astronau has the right to modify these conditions. The amended conditions will apply to all agreements entered into between Astronau and the buyer thereafter. If any provisions of these General Terms and Conditions or agreements based on them are void or voidable, the validity of the remaining provisions will not be affected. The parties are obligated to replace the invalid provision with a provision that most closely approximates its purpose and economic effect.
Article 15. Translation.
The Dutch text serves as the basis for translations. In the event of a conflict between the translation of these terms and conditions and the deposited Dutch text, only the Dutch text of these terms and conditions is binding.