ARISTIDES INSTRUMENTS BV GENERAL TERMS AND CONDITIONS

1. GENERAL

1.1
The present general terms and conditions shall apply to all offers and/or contracts of purchase and delivery between Aristides Instruments BV as the seller and the customer as the buyer. The present general terms and conditions, as they shall apply from time to time, shall be published on our web site www.aristidesinstruments.com.
1.2
Aristides Instruments is the trade name of the private company with limited liability Aristides Instruments B.V., having its registered office in Hoofddorp, municipality of Haarlemmermeer, actually established in Delft, at the address (2627 AB) Hooikade 2.
1.3
The customer: the natural (or legal) person in his role as buyer and customer of products made and/or services provided by Aristides Instruments.
1.4
The contract: the contract of purchase and delivery and/or provision of products and/or services between Aristides Instruments as the seller and the customer as the buyer.
1.5
Changes of the contract shall only be valid if they are confirmed in writing by Aristides Instruments. General terms and conditions other than those of Aristides Instruments BV, shall not apply. By placing an order, you shall accept the present agreement, unless otherwise agreed upon in writing.


2. OFFERS / ORDERS / AGREEMENT / PRICES

2.1
All offers made by or on behalf of Aristides Instruments orally or on the internet, in newspapers and/or weeklies, periodicals, announcements, letters, faxes and e-mail and/or offers relating to prices, shall be free of obligation. They shall, however, always constitute an invitation to enter into negotiations, which shall not be binding on Aristides Instruments in any way whatsoever, unless explicitly stipulated otherwise.
2.2
Offers shall be based on the data provided by the customer. Aristides Instruments shall be entitled to assume that said data be correct and complete.
2.3
The agreement between the customer and Aristides Instruments shall come into being the moment Aristides Instruments has confirmed by e-mail the order placed by the customer by e-mail or on our web site.
2.4
Modifications of the original agreement of any nature whatsoever, introduced orally or in writing by or on behalf of the buyer, which entail costs higher than those one could take into account the moment an estimate was submitted, can be charged extra to the customer by Aristides Instruments.
2.5
Unless otherwise stipulated, all prices shall read in Euro and shall be exclusive of VAT, transport, possible supplementary insurance costs as referred to in article 5.6 and exclusive of any other levies imposed by the authorities.
2.6
Aristides Instruments shall be entitled to charge factors that increase the price, such as government import duties, levies, taxes, surcharges and insurance and freight rates, on to the customer.


3. PAYMENT

3.1
When you have placed an order, you shall receive a confirmation by e-mail as soon as possible, with an overview of your order and the overall costs including shipping costs.
3.2
Each order shall only be delivered when the corresponding payment has been received, i.e. when the amount owed by the buyer has been credited to the Aristides Instruments bank account. You can pay via transfer into our bank account, with a credit card (American Express, Eurocard/Mastercard or Visa accepted only) or via iDEAL.
3.3
The payment shall have to be effected in full within 10 days from confirmation as referred to in section 1 of the present article. Aristides Instruments shall send a confirmation by e-mail when your payment has been received.
3.4
If the purchase price is not paid in full within 10 days, the customer shall be in default without any warning or notice of default being required. That moment, all outstanding invoices owed to Aristides Instruments shall become immediately due and payable in full.
3.5
As from the moment he is in default, the customer shall owe Aristides Instruments an interest for overdue payment on the full amount owed, of 1.5% per month.
3.6
If Aristides Instruments is obliged to call in the services of a collection agency or external legal assistance because the customer fails to comply with his obligation to pay pursuant to article 3 section 3, the costs to be incurred by Aristides Instruments in this respect shall be for the customer′s account due to the fact that the latter fails to comply with his obligations in accordance with the agreement and/or the present general terms and conditions.


4. RETENTION OF TITLE

4.1
Aristides Instruments shall remain the owner of the goods it has delivered up to the moment the customer has complied with all of his obligations vis à vis Aristides Instruments regarding the transactions concerned, the preceding transactions and the subsequent transactions. Up to said point in time, the customer shall be held to store the products delivered by Aristides Instruments separately from other products, clearly marked as being the property of Aristides Instruments and to insure them properly and to keep them properly insured.
4.2
If the customer fails to comply with any of the obligations vis à vis Aristides Instruments by virtue of article 4 section 1, or if there is reasonable fear that the customer shall not comply with aforementioned obligations, Aristides Instruments shall be entitled to forthwith take back the products delivered, regardless where they may be stored, without giving notice of default. Repossession costs will be charged to the customer.
4.3
As long as the above-mentioned debts have not been paid, the customer shall not be allowed to dispose of the products concerned or to establish a right of pledge or a non-possessory pledge on said products.


5. DELIVERY AND TRANSPORT

5.1
The order shall be shipped within 20 days after receipt of the corresponding payment.
5.2
Said period may be longer if the product ordered is not in stock.
5.3
If a product has to be manufactured in accordance with specifications given by the customer in writing that deviate from the standard, the period of delivery agreed upon with respect to that specific case, shall apply.
5.4
The periods of delivery given shall apply approximately and shall not be terms to be observed on penalty of forfeiture of rights, unless explicitly agreed upon otherwise.
5.5
The costs of transport within The Netherlands shall be for the account of Aristides Instruments. The cost of transport outside The Netherlands shall be for the customer′s account. All products shall be shipped using the services of a professional transport company. In most cases, the latter shall deliver the order within one or two working days within The Netherlands. The products shall only be shipped outside The Netherlands in accordance with the rules and on the conditions of the transport company. Aristides Instruments shall not be responsible for any act or omission on the part of the transport company.
5.6
Aristides Instruments shall determine the transport method, unless parties explicitly agree otherwise. All transport shall be insured. If and to the extent the insured amount exceeds the standard insurance taken out by the transport company, the corresponding insurance costs shall be for the customer′s account. The provisions included in the conditions of the transport company cannot impair the stipulations of the present section.


6. EXCHANGE / RETURN

6.1
If the buyer indicates by e-mail within 14 (fourteen) days after delivery that he regrets his purchase, Aristides Instruments shall take back the delivered goods, unless the goods delivered have come into being in accordance with buyer′s specifications, provided the conditions as set out in section 4 of the present article be met. In that case, Aristides Instruments shall refund the entire purchase price to the buyer within 30 days.
6.2
If the wrong or a damaged product has been delivered, Aristides Instruments shall take said product back for its own account and ship a replacement product to the buyer, provided the conditions as set out in section 4 of the present article be met.
6.3
The customer shall always see to it that return shipments be sufficiently stamped. Aristides Instruments shall pay a possible compensation of the corresponding costs on the basis of the shipping rates applied by the professional transport company as meant in 5.5.
6.4
If (one of) the conditions listed below (is) are not met, each and every right to exchange or return the delivered product shall lapse. All costs incurred in this respect, shall then be for the buyer′s account:
a
reporting the intention to exchange a product via e-mail to Customer Service within 7 days after receipt of the product;
b
enclosing the confirmation by Aristides Instruments by e-mail, including the return number allocated by Aristides Instruments. Without said confirmation, return shipments shall not be handled;
c
shipments forwarded with the same professional transport company as meant in 5.5;
d
return shipments as referred to in section 1 of the present article, shall have to be returned to Aristides Instruments within 14 days from the delivery date;
e
the customer shall have to see to it that the return shipments be sufficiently stamped, in the absence of which, the deficient postage shall be deducted from the purchase price;
f
the customer only has one opportunity to exchange / return a product per order;
g
products can only be exchanged if they are undamaged, subject to the extent defects as referred to in article 8 section 2 are concerned. Goods shall be returned for the risk and account of the customer;
h
products can only be exchanged if they are packaged (again) in the original packaging;
i
products can only be exchanged if they are in the same condition as they were in upon delivery.


7. FORCE MAJEURE

7.1
Force majeure shall be understood to mean circumstances that prevent compliance with the agreement and that cannot be attributed to Aristides Instruments.
7.2
Force majeure shall in any case, but not exclusively, be understood to be: industrial action, war, terrorism, natural disasters, problems with suppliers / transport / production, fluctuations in the exchange rate, government or regulatory measures, riots, acts of war, fire, water damage, and any other industrial turmoil at Aristides Instruments and/or its suppliers as well as breach of contract on the part of the Aristides Instruments suppliers.
7.3
In the event of force majeure, Aristides Instruments shall be entitled to suspend performance of the agreement or to (partially) dissolve the agreement without judicial intervention and without being held to pay the customer any damages in this respect.
7.4
If the circumstances of force majeure last for more than six months, or if it has become an established fact that the circumstances of force majeure will last longer than six months, both parties shall be entitled to (partially) dissolve the agreement. In that case too, Aristides Instruments shall not be held to pay the customer any damages.


8. COMPLAINTS

8.1
All products delivered by Aristides Instruments, shall be checked for quality prior to shipping them.
8.2
Complaints concerning visible defects to delivered products shall have to be filed with Aristides Instruments by e-mail the moment they are detected or in any case within seven days from receipt.
8.3
Defects to part of the goods delivered shall not give the buyer the right to reject the entire shipment delivered.


9. LIABILITY

9.1
Aristides Instruments shall not be liable for the damage sustained by the customer, subject to the case said damage is the consequence of gross negligence or intention on the part of Aristides Instruments.
9.2
Aristides Instruments shall under no circumstances be liable for trading loss, losses due to delay, loss of profits or losses due to stagnation or for any other consequential damage sustained by the customer.
9.3
Aristides Instruments shall be insured against damage. Liability for damage shall explicitly be limited to the amount the insurance pays out in the case concerned. If and in so far as said insurance does not pay out for any reason whatsoever, the liability for damage shall explicitly be limited to the invoice amount exclusive of VAT for the delivery that gave rise to the claim for damages.
9.4
Each and every further liability shall be explicitly excluded.


10. DISSOLUTION OF THE AGREEMENT

10.1
A ristides Instruments shall be authorised to dissolve the agreement without judicial intervention and without prior notice of default, if the customer fails to comply with his obligations by virtue of the agreement, if the customer has filed for suspension of payments or if he has been granted suspension of payments, if the customer has been declared bankrupt or an application to that effect has been filed, or if (a part of) the products being the property of the customer have been attached. Aristides Instruments shall not owe the customer any damages in any of the above situations.
10.2
In the event the agreement is dissolved by virtue of article 10 section 1, Aristides Instruments shall be entitled to demand payment by the customer to compensate Aristides Instruments for the activities carried out and the performance of the agreement up to that moment.
10.3
Aristides Instruments can invoke the above-mentioned dissolution vis à vis the customer with a written statement.
10.4
The customer shall not be entitled to claim dissolution of the agreement with retroactive effect.


11. INTELLECTUAL PROPERTY

11.1
All intellectual property rights to the ordered and delivered products, shall continue to be vested in Aristides Instruments, including in the event a product has been manufactured on the buyer′s instructions or in accordance with his specifications.
11.2
All pictures on the www.aristidesinstruments.com web site shall be the property of or licensed to Aristides Instruments and must not be used or copied without the consent to that effect of Aristides Instruments. The same shall apply to all texts on said web site.


12. GUARANTEE

12.1
The goods to be delivered by Aristides Instruments shall meet the usual requirements and standards that may be imposed on them in reason the moment they are delivered.
12.2
Aristides Instruments shall guarantee the reliability of the products it delivers as well as the quality of the material used to manufacture them, to the extent said products show visible defects in respect of which the customer proves that they appeared within six months from delivery.
12.3
Aristides Instruments shall remedy the defects that are covered by the guarantee as referred to in article 12 section 2, either by repairing them or replacing the faulty component, all this at the company of Aristides Instruments or not, or by shipping a component to replace the faulty component. Aristides Instruments shall be at liberty to opt either for repair or replacement. All costs exceeding the sole obligation of Aristides Instruments as set out in the present section, shall be for the customer′s account
12.4
The following shall in any case not be covered by the guarantee (defects that appear in or are wholly or partially the consequence of):
normal wear and tear
assembly / installation or repair by a third party
adjustments made by the customer
improper use
exposure of the products to extreme temperatures or degrees of humidity
malicious damage or otherwise
damage as a result of the (improper) use of accessories
sound properties
products not purchased from Aristides Instruments and/or a dealer authorised by Aristides Instruments.
12.5
The customer shall have to inform Aristides Instruments in writing of defects to delivered products as soon as possible after they are detected but in any case within the period of the guarantee. If said period of guarantee is exceeded, the possibility to rely on the guarantee vis à vis Aristides Instruments shall lapse.
12.6
Aristides Instruments shall not give any guarantee for the research done, advice given and similar activities carried out by Aristides Instruments at the provision of services level.


13. DATA PROTECTION

13.1
The customer′s data shall be archived and/or transmitted in strict accordance with the applicable laws governing data protection and the Aristides Instruments data protection registration.
13.2
Aristides Instruments shall not divulge the customer′s data to any third party other than with the customer′s consent.


14. DISPUTES AND THE COMPETENT COURT

14.1
Dutch Law shall apply to all agreements to which the general terms and conditions fully or partially apply.
14.2
All disputes (including those that are only considered to be one by one of the parties) relating to or resulting from the agreement(s) concluded between Aristides Instruments and the customer, shall be settled by the Court in the District in which the registered office of Aristides Instruments is located, unless Aristides Instruments opts for the competence of another Court.


15. FINAL STIPULATION

15.1
If and in so far as any part and/or any stipulation of the present general terms and conditions would appear to be contrary to any mandatory rules of national or international legislation, said part and/or stipulation of the present general terms and conditions shall be deemed not to have been agreed upon and all the other stipulations of the present general terms and conditions shall continue in effect for both parties.
15.2
Aristides Instruments operates in accordance with the ″Wet Koop op Afstand″ (Distant Sales Act), which took effect on February 1st, 2001.