General Terms & conditions
The private company Photon Mission B.V., established in Violenstraat 22, 6602 CL, The Netherlands.
Article 1. Relevance
- These general conditions apply agreements contracted on already our offers and on all by our, how also called. Particularly apply these conditions also agreements to supply, contracted on by our, of matter to our purchasers.
- In what it is spoken in these general conditions concerning purchaser must be understood below each natural if legal person who stands, to our in a contractual relationship on account of with our closed purchase contract, or a different agreement wishes contract. Particularly under purchaser it is also understood the one whose task and whose account matter is provided.
- Of in these general conditions stipulated can be only deviated exclusively and if and as far as this has corresponded explicitly, in writing .
- If also the purchaser to (be) general conditions refers, the conditions of the purchaser do not apply. This is only differently if and as far as the relevance of the conditions of the purchaser does not come in fight with our general conditions, then applies only it in our conditions stipulated . Some other condition in the conditions of the purchaser does not take off to the previous.
- Where it is spoken in these general conditions of supply (of matter), below it is also understood performing services and activities of which nature thus.
Article 2. Tenders
- All our tenders must be commented as invitations to the potential purchaser to doing an offer. They bind us therefore in an absolutely no manner, unless in the tender himself and unambiguously (in writing) the opposite has been explicitly stipulated. To our data order is considered as an offer, which after written affirmative from us (the so-called order affirmative) it is firstly considered having been accepted by our.
- Of by our done tenders particularly also determine part concerning in the previous member stipulated -: models, monsters, descriptions, images and such, as well as possible appendices and records which are related to our tenders. All this remains, as well as by our tools made in this respect, our property, must be returned on our request to our and cannot without our explicit written authorization be copied and/or are delivered to third parties. Also we preserve ourselves all on account of intellectual and industrial property possibly existing rights for.
- If the order on which our tender is not related within 3 months after the day on which we did our tender at us have been placed, we let us can the costs which for us to doing our tender linked products understood, below also the costs of making in the previous member meant tools, to the purchaser to charge.
Article 3. Production agreement
- An agreement with us comes about firstly when we have accepted in writing to our data order. An agreement becomes to have considered have come about at the moment on which we send the order affirmative.
- The purchaser is thus bound to its order, in which form to our data, during a period of 3 days after date of the order or (if it concerns orally supplied an order) after giving the order. A declaration of the purchaser he wishes whom cancel its order or modify delivered during this period of 3 days, is possible therefore to occur that an agreement comes about on the basis of (original) the order, if we still accept the order/do not confirm within this period of 3 days.
- By our to the purchaser sent order affirmative is considered reflect the contents of the closed agreement entirely and correctly. The purchaser is considered with the contents of our order affirmative, agree unless he does not indicate within 3 days after date of our order affirmative in writing to our that he with the contents can unite itself.
- Possible additional agreements and/or promises made and/or done by our employees, or on behalf of us made and/or done by other persons who act as a representative, only bind our if these appointments and/or promises have been confirmed by ours to representation competent driver (s ) in writing.
Article 4. To price
- Our prices and unless explicitly and written differently has corresponded , exclusively packing, its exclusively VAT and exclusive transport costs.
- The prices mentioned in tenders, contracts and order affirmatives have been based on at the time of production of the agreement the applying cost factors, such as currency rates, manufacturer prices, raw materials and material prices, remunerations and transport charges, insurance premiums, taxes, import duties and other levies by the government.
- We preserve ourselves the right for, if after the date on which the agreement has come about , but for the day of supply, increases in one or more of the cost factors act, these charge increases to the purchaser . Additionally, we have the right in such a case the agreement whole or partially annulled without to explain legal mediation is required. This last right also comes to the purchaser, however only if we state ourselves within 3 months after closing the agreement on the point of view that changes in the costs an increase results of the price named in the task affirmative. If the purchaser uses of this right, he must call upon dissolution within 5 days after reception of the communication concerned of us at made a note of letter.
Article 5. Deliveries and delivery deadlines
- By our given up delivery periods discuss the day on which the agreement has come about , subject to all data which we have for the implementation of the order necessary in our possession to be. By our given up delivery periods never will be as fatal period, consider unless explicit differently has corresponded in the individual agreement.
At not swift supply we serve therefore written in lack to be put.
In case – contrary to the above – in the individual agreement explicitly a fine on overshooting of the delivery period has corresponded, these are not chargeable if the overshooting of the delivery period has fallen the consequence of in Article 10 of these general conditions called of supremacy.
- Unless from the order affirmative the opposite becomes clear, the supply of matter free house occurs when the invoice amount more than € 3,000, sage: three thousand euro amounts to. Further the matter for account and risk of the purchasers travels.
Foreign purchasers provide we, if differently not agreed, magazine. Further the matter for account and risk of the purchasers travels. From and customs clearance can be looked after by our, yet is at the expense of the purchaser.
- Unless purchasers themselves look after shipping agent the matter is sent by us in to our judgment the manner favorable with by our choosing shipping agents for account and risk of the purchaser.
- Requests a purchaser to do take place the supply of matter in another then usual manner, then we can cost to this linked to the purchaser to charge.
- If the supply in parts occurs, we let us have the right every consider supply as a separate operation.
- The purchaser is obliged decrease it bought within the agreed time.
At lack of it we have been entitled on – this at one choice – on ground of the provisions in Article 6:60 Civil Code progress that the competent judge our from our obligation to supply of the agreed matter will deliver, or without to preceding default not progressing payment of price of the decreased part.
If the purchaser does not meet its payment obligation, we have been entitled the agreement without legal mediation dissolved to explain. If the purchaser is in default in accordance with the above the matter have considered has been delivered and we the matter for account and risk of the purchaser, against compensation of all from that resulting costs, will store.
Article 6. Publicity by the purchaser
- The purchaser answers for the correctness and the completeness of and is responsible for the data those he us has supplied. The purchaser must where it in our tender, or what of it ex Article 2 paragraph 2 determines parts, by our supplied data, half-measures, color fastness and such concern, take into account the usual clearances and small modifications in by our provided matter. More in particular applies this to deviations of the contracted quantity; here too the purchaser must take into account usual clearances. By our provided matter can therefore from the description in the order deviate if and as far as it concerns small half-measure differences, quantity differences and inferiors modifications.
- Complaints of the purchaser, which are related to lacks to matter which is externally perceptible, must by the purchaser within 8 days after supply or are notified within 8 days after invoice date, if the matter to the purchaser (were possible) to be provided, to us. This must occur by made a note of letter with in this a clear precise description of the complaint and under task of the invoice, with which the concerning matter has been invoiced . Purchaser must a careful and swift perform control.
- Lacks which were at the time of the supply not externally perceptible, nor at a careful and swift control could prove to be, must be revealed by the purchaser within 8 days after come to light of these lacks to us for the knowledge in the manner as mentioned in paragraph 2.
- Every claim of the purchaser towards our are related to lacks in by our provided matter, expires if:
a. the lacks within paragraph 2 and 3 for this set periods and/or not on indicated there wise to us have not been notified;
b. the purchaser no/insufficient collaboration grants to the point a study into the rightness of the complaints us;
c. the purchaser has not established the matter in the correct manner, treated, uses, kept, or maintained or he the matter has used or has treated under circumstances or for aims differently than by our to foresee;
d. The application of the use of the matter concerning which the complaints have been expressed by the purchaser is continued;
e. the guarantee period laid down in the individual agreement has expired or, if such a period is lacking, the complaints are expressed firstly after a period of more than 12 has expired months since the delivery period.
- In disputes on the quality of by our provided cases by our declared at good name standing office confessed binding do.
Article 7. Liability
- Exclusively if the guarantee obligations to the point by our provided matter the third parties (such as manufacturers) have not been in itself taken, the purchaser can enforce towards our (guarantees) rededications.
Our liability has been restricted in that case to lacks which a consequence are of productions and material errors.
- In case of publicity we are, if the rightness of publicity, quality are determined concerning, by our and us also liability as meant in paragraph 1 exists, to this at our choice exclusively obliged:
a. (free of charge) convalescence of lacks;
b. supply of replacing matter c.q. components, after reception of the poor matter c.q. components;
c. repayment of the received buy sum/credit of to the purchaser invoice sent with dissolution without legal mediation of the closed agreement, everything as far as the buy sum, the invoice and the agreement to the provided poor matter are related;
d. in consultation between the purchaser indemnity to pay meant in other one form then for this.
- If the purchaser without preceding, explicit and written authorization to the matter has carried out repairing and/or modifications/does carry out, each guarantee obligation our expires.
- Subject to possible obligations us on account of the above we have been never loved to payment some kind of damages to the purchaser and others, unless is there talk of set-up or debt our part (by those who keep us for responsible with the resources by right to show), continue decrease it bought within the agreed time.
Particularly we also never responsible for impact or company damage, direct has been suffered or indirect damage, how also called profits and downtime loss included – by the constituent, his inferiors and at or by him employed or third parties arise, by complete or partial (her) supplies of matter, slowed down or unsound supply, or staying away supply of matter or by the matter himself.
- The purchaser has not been entitled the matter about which no motivated publicity exists to send back. This nevertheless occurs without valid reasons, then its all costs to consignment linked at the expense of the purchaser. We are account and store risk of the purchaser under third parties in that case rather the matter for.
- The purchaser is protect obliged our for all rededications which could third parties do to the point of the implementation of the agreement against us to money, as far as the law does not come himself resisted that from these rededications resulting damage and cost at the expense of the purchaser.
Article 8. property reservation and certainty
- By our provided matter remain our property until the moment of complete payment of already which the purchaser is on account of, coherent with or resulting from by our provided matter to our chargeable. If we this has necessary judgments we the right of the purchaser certainty at look of the compliance to be require obligations.
- The purchaser does not have the right the pay matter in pawns to give then possessory pledge to establish or any other one establish right business or personal for a third then.
- Notwithstanding for this in this Article stipulated it has been permitted to the purchaser the matter to third parties, sell yet this exclusively within the framework of its normal management. Then the purchaser has been kept obtained money immediately to us if to transfer, or, it has not been sold against cash payment, the obtained transfer progress immediately to us.
- If as a result of be- have lost or processing by the purchaser our proprietorship resting on by our provided matter have gone, the purchaser oblige immediately for us possessory establish lien on the matter arise after be- are or the processing.
- We have been at any time entitled the matter which is himself under the purchaser (or third parties ), but us in property belong to, under our as soon as to take, we in rationality can adopt that the real chance exists that the purchaser will not meet its obligations. The previous leaves unimpeded the rights such as those for our results from the malicious right: particularly we preserve also the right the purchaser after under our take of the matter to damages to address.
- The purchaser has been obliged risk of fire and insure robber stable with respect to the pay matter and on our request this show insurance.
Article 9. Payment
- Payment must in euro, occur unless differently corresponded, without only calculation or discount cash on the spot where we are established or by over making on by our suitable banks account, in both cases immediate after the supply of the concerning matter, at least at the latest within 30 days after the invoice date, all this unless explicitly written differently has corresponded. At payment by bank is considered link account the day of credit of ours as the day of payment.
- If the purchaser does not proceed swift to (complete) payment, he in staff absence without that for that a closer default has been required. Then we have the right, if as far as sufficient consistency does not exist with complying with the purchaser, the compliance resulting of already our obligations towards the purchaser our rights to suspend, undiminished already from the malicious right.
- Also we have been entitled perform for all still supplies cash payment for delivery of matter or guarantee for swift payment to desire. Additionally, we have been then entitled the agreement legal dissolving mediation, where on the purchaser then the obligation rests to refund of the provided matter, or into otherwise turn the obligation of our right to damages, undiminished by our performed performance . Is in default the purchaser with swift payment, then he forfeits to our, or the credit insurer of salesman without closer notification from our part have been calculated necessary, as from the due date until the day of the complete payment an interest right to the legal interest plus 4% per year , concerning the not paid amount, which interest is immediately without closer default due.
All costs involved in with the collection of invoiced amounts (with inclusion of extrajudicial costs) are charged to the person under obligation. Extrajudicial costs to amount to minimum 15% of the principal sum with minimum of € 50 everything excluding VAT.
Moreover its all disadvantageous impact of cooing losses or otherwise resulting from too late payment or not payment at the expense of the purchaser, even already purchaser will swiftly have meted according to in its country the existing provisions its payment obligations, yet circumstances or measures have the transfer outside its control do take place in for an our disadvantageous manner.
- Payments stretch Civil Code firstly in accordance with Article 6:44 in decrease on the costs referred to in paragraph 3, afterwards in decrease on the appeared interest and finally in decrease on the principal sum and the current interest.
Article 10. Force Majeure
- Force majeure is to be, any circumstance beyond our power such compliance with the agreement not reasonably us (not attributable to defects to perform). Under supremacy it is understood: war, riots and hostility of whatever nature causes, blockade, boycott, natural disasters, epidemics, lack of raw materials , prevention and discontinuance of the transport possibilities, jamming in our company, and export restrictions or – prohibited, obstructions by measures, laws or decrees of international, national and regional (governments) agencies. If we supremacy cannot our supply duty comply with not, considerable or not swiftly we have been entitled the agreement or as dissolved the part not yet carried out to consider, or for certain or indefinite time choice to suspend, this at our choice. In case of supremacy the purchaser cannot address us to damages.
Article 11. Appropriate right
- To by our done tenders and on all by our contracted agreements exclusively the Netherlands right applies.
Article 12. dispute settlement
- All disputes of whatever nature link is tried concerning with/resulting by our contracted agreements and by our performed supplies by the competent judge in the Netherlands.
The private company Photon Mission B.V., established in Wijchen, The Netherlands.