General Conditions of Sale of Goods and Services
01 Applicability and Deviations
Present general conditions of sale of the company Add-Mission B.V. (hereinafter “ADD-MISSION”) are applicable to all orders placed with ADD-MISSION. The Customer is deemed to accept these general conditions of sale by the mere fact of placing the order. Deviations from these general conditions of sale, even if recorded in documents originating from the Customer, are applicable to ADD-MISSION only if confirmed by ADD-MISSION in writing in advance. Even in such a case, the remaining points of these general conditions of sale remain in force. These general conditions of sale shall replace any previous general conditions of sale of ADDMISSION.
02 Quotation and Order Confirmation
Quoted prices are applicable per product , and for the quantities and lead times offered. The lead times and prices quoted are always applicable subject to prior sales. Unless otherwise specified in writing, ADD-MISSION’s quotations are subject to change and are nonbinding. Even after acceptance thereof by the customer, ADD-MISSION is not bound by the quotations until the order has been confirmed in writing with an order confirmation by ADDMISSION. Any inaccuracies in ADD-MISSION’s order confirmations must, upon pain of forfeiture, be notified in writing within seven (7) calendar days of the date as of the order confirmation.
03 Delivery and Lead
Time The lead times quoted are always indicative and non-binding. Late deliveries can on no account give cause for return of the goods or a compensation claim. ADD-MISSION also reserves the right to deliver ten per cent (10%) over or under the quantity originally ordered. Deliveries of standard products may be scheduled up to a maximum of twelve (12) months after the lead time offered. Special, non-standard, obsolete or “phased-out” products can only be supplied according to the quoted lead time.
04 Transport and Transfer of risk
Unless otherwise agreed in writing, all deliveries by ADD-MISSION will be made according to the Incoterms specified on the quotation and order confirmation of ADD-MISSION.
05 Reservation of Title
ADD-MISSION retains ownership of the products supplied until the Customer has paid the full sales price, including any and all costs, interest and collection fees. Consequently, the Customer cannot make use, in any way whatever, of products not yet paid for in full, and more specifically the Customer cannot give them to third parties as security, incorporate them into other products, transfer ownership or encumber them with any security.
06 Warranties
Products are fully warranted for twelve (12) months after production date. Unless otherwise specified in writing, warranty on products delivered at a point in time later than twelve (12) months after production date, is limited to one (1) month after delivery date and under the proviso that products have been handled and stored properly by the customer and have not been put into production and/or use by the customer.
07 Complaints
Complaints relating to visible defects must be notified by the Customer to ADD-MISSION elaborately and in writing not later than one (1) month after delivery date. Complaints relating to visible defects can only give cause for reimbursement / return under the proviso that products have been handled and stored properly by the customer and have not been put into production and/or use by the customer. Complaints relating to hidden defects must be notified elaborately and in writing. The date of receipt by ADD-MISSION of the complaint regarding the hidden defects will determine the possibility to appeal for the warranty clause.
08 Return of products
ADD-MISSION will not accept any return of products whatsoever without a Return Material Authorization (RMA) number, allocated or accepted by ADD-MISSION. Products that are returned must be packed adequately and appropriately so that they cannot be damaged in any way whatsoever. If the products returned are defective, a full description of the nature of the defect must be included with the returned product.
09 Compensation
The liability of ADD-MISSION is always limited to the invoice value of products delivered. ADDMISSION explicitly reserves the right to replace rejected products or to cancel the subject order and to pay a full or partial compensation.
10 Cancellation
Orders for standard products can only be cancelled with the explicit approval of ADD-MISSION (RMA). Orders for special, non-standard, obsolete or “phased-out” products cannot be cancelled or returned.
11 Invoicing
Sales invoices are issued by ADD-MISSION B.V, Buitenvaart 1614-4, 7905 SM, The Netherlands, EU.
12 Payments
Unless otherwise specified in writing, every sales invoice issued by ADD-MISSION B.V (beneficiary) must be paid within thirty (30) calendar days of the invoice date. In the event of a partial delivery, each partial delivery will be invoiced separately and payment must be effected in accordance with the above deadline. Set-offs or any other reductions are only acceptable if expressly notified in writing. Payments must always be made by bank transfer, all bank charges to be borne by the Customer and as per the payment instructions set forth on the sales invoice.
13 Non-payments
All sales invoices that remain unpaid on their due date will be legally increased without prior notice by the statutory interest applicable in The Netherlands until they are paid in full. Furthermore, for every overdue amount that is not paid within fourteen (14) days of serving notice by registered letter, the debtor will additionally be charged damages of fifteen per cent (15%) of the total invoice amount, with a minimum of fifty Euros (50,00 EUR). The preceding conditions do on no account deprive ADD-MISSION of the right to require payment of additional damages it has actually suffered.
14 Suspension
Non-payment of a single sales invoice on the due date entitles ADD-MISSION to suspend and postpone delivery of all existing orders without serving notice.
15 Export Control
Orders for products and related documentation that are subject to export regulations will only be valid after an export license has been granted by the competent authorities. The Customer is in any event liable to comply with all applicable regulations regarding export control. The Customer has to submit to ADD-MISSION on first demand and within a reasonable period of time all correct and necessary information in order to allow ADD-MISSION to obtain an export license. Any delay in providing subject information by the Customer may result in delayed delivery of the products by ADD-MISSION. In no event can ADD-MISSION be held liable for non-compliance by the Customer with applicable regulations or for non-granting of an export license by the competent authorities.
16 General Data Protection Regulation (GDPR)
”General Data Protection Regulation” or “GDPR” means the European Union Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended from time to time. In the event and to the extent that personal data is collected from the Customer, or its employees or representatives, and is processed by ADD-MISSION during the supply of the products and services, ADD-MISSION will comply with the GDPR and the relevant ADD-MISSION privacy notice will apply to the Customer’s employees and/or representative accessing any of ADD-MISSION’s portals, websites, applications and/or digital services.
17 Applicable law and jurisdiction
All legal relationships between Customer and Supplier shall be governed by Netherlands law only, to the execution of the Vienna Sales Convention. In the event of a dispute between Customer and Supplier arising from or in connection with the Agreement or the Purchase Conditions or a legal relationship arising therefrom, it will first be attempted to reach an amicable settlement. If no amicable settlement can be reached, the dispute will be submitted to the competent court in Rotterdam, the Netherlands. This court shall have exclusive jurisdiction to hear all disputes that should arise between Customer and Supplier arising from or in connection with the Agreement, and in connection with these Purchase Conditions. Customer will also be authorized to have the dispute settled by three arbitrators in accordance with the Arbitration Regulations of the Dutch Arbitration Institute (NAI), of Rotterdam, the Netherlands. The place of arbitration shall be Rotterdam, the Netherlands. The language of arbitration shall be Dutch, or English if Supplier is based outside the Netherlands.