Article 1 Definitions

1.1 In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.

a. Seller: Comservices is a trade name of Telecom Spare Parts U.A. and is located in Boxtel, the Netherlands.
b. Buyer: the other party to Comservices.
c. Agreement: the agreement for services and sale.
d. Products: all items, including documentation, test equipment and all (other) results of services provided by the seller, which are the subject of the agreement.
e. Services: all activities, in whatever form and under whatever name, carried out by Comservices for or on behalf of the Buyer.
f. Order: any instruction from the Buyer, in any form whatsoever.

Article 2 General

2.1 These conditions apply to all offers, services, agreements and legal relationships between the seller and a natural or legal person, hereinafter referred to as the buyer.

2.2 Deviations from these terms and conditions shall only be valid if set out in writing and signed by an authorised representative of the Seller.

2.3 The general or specific terms and conditions of the buyer are not accepted by the seller.

2.4 The representative of a legal person must, at the vendor's request, demonstrate his or her authority to sign.

2.5 The seller shall be entitled to amend its general terms and conditions and rates in the interim.

2.6 The general terms and conditions shall be interpreted according to the letter of the law. If one or more points in this agreement are not valid, or not valid in full, according to the law, the conditions laid down in the Code shall apply and the remaining provisions of the general terms and conditions or agreement shall remain unaffected.

Article 3 Conclusion of agreements

3.1 The purchase agreement comes into force as soon as the acceptance of the offer has reached the seller; this acceptance shows that the buyer agrees with the declaration of applicability of these General Terms and Conditions and, if necessary, waives the declaration of applicability of its own purchasing conditions, because the buyer can only place an order if it declares that it has read and accepted our General Terms and Conditions.

3.2 If reservations or changes are made in the acceptance in relation to the quotation, contrary to the provisions of the previous paragraph, the purchase agreement shall only be concluded if the seller has informed the buyer that it agrees to these deviations from the quotation.

Article 4 Amendments and supplements

4.1 Amendments to the purchase agreement and deviations from these general terms and conditions will only be effective, subject to the provisions in paragraph 2 of this article, if they have been agreed upon in writing between the buyer and the seller,

4.2 The vendor is entitled to increase the agreed purchase price if third parties pass on cost-price-increasing expenses to the vendor for the delivery of goods described in the purchase agreement. The Seller will inform the Buyer accordingly in writing.

4.3 In the absence of an agreement on the change of purchase price, a dispute shall exist to which article 17 of these general terms and conditions shall apply.

Article 5 Quality and description

5.1 The seller undertakes vis-à-vis the buyer to deliver goods to him in the description, quality and quantity as described in more detail in the purchase agreement (possibly subsequently amended).

5.2 The seller undertakes to deliver to the buyer goods which are in all respects identical to any samples or models made available or provided by the seller and/or the buyer.

5.3 The seller does not guarantee that the goods are suitable for the purpose for which the buyer intends to use them, even if this purpose has been made known to the seller, unless the parties have agreed otherwise.

Article 6 Packaging and dispatch

6.1 The seller undertakes vis-à-vis the buyer to package the goods properly (unless the nature of the goods prevents this) and to secure them in such a way that they will reach their destination in good condition during normal transport.

6.2 The goods will be delivered by the seller to, or sent for delivery to, the agreed place or places in the manner stipulated in the purchase agreement or subsequently agreed.

6.3 If, for the packaging and the transport, the vendor has made pallets, packing cases, crates, containers, etc. available or has had them made available by a third party, either in exchange for payment of a deposit or otherwise, the buyer will be obliged (unless this concerns one-off packaging) to return these pallets, etc. to the address stated by the vendor, failing which the buyer will owe the vendor compensation for damages.

Article 7 Storage

7.1 If for any reason the buyer is unable to take delivery of the goods at the agreed time and they are ready for dispatch, the seller shall, if its storage facilities permit, at the request of the buyer store the goods, secure them and take all reasonable measures to prevent any deterioration in their quality until they have been delivered to the buyer.

7.2 The buyer shall be obliged to pay the seller the storage costs charged to the buyer for this delivery from the time that the goods are ready for dispatch, or, if this is a later time, from the delivery date agreed in the purchase agreement.

Article 8 Transfer of ownership and risk

8.1 Subject to the provisions of sections 2 and 4 of this article, ownership of and the risk in the goods shall pass to the buyer upon delivery.

8.2 As long as the buyer has not paid the full amount of the purchase price and any additional costs or has not provided security for this, the seller will retain ownership of the goods. In that case, ownership will pass to the buyer as soon as the buyer has fulfilled its obligations vis-à-vis the seller.

8.3 If the seller has reasonable doubt about the buyer's ability to pay, the seller is authorised to postpone the delivery of goods pursuant to article 5, paragraph 2, until the buyer has provided security for the payment. If the goods have already been delivered pursuant to article 5 section 2, the seller is authorised to take back these goods immediately. In case of reasonable doubt about the purchaser's ability to pay, the purchaser shall at all times be liable for the damage suffered and to be suffered by the seller and the costs incurred and to be incurred.

8.4 If the seller delays the shipment at the buyer's request in accordance with the provisions of Article 6, the goods shall remain the property of the seller and shall be at the buyer's risk until the goods have been delivered to the buyer at the place or places referred to in Article 5 paragraph 2.

8.5 If the buyer refuses to take delivery of the goods at the agreed time without a reason accepted by the seller, the seller shall be entitled to terminate the purchase agreement without judicial intervention, without prejudice to the right to compensation for the damage suffered and costs incurred by the seller.

Article 9 Delivery

9.1 The seller shall deliver the goods at the time or immediately after the end of the delivery period with a maximum delivery period of 30 days, unless otherwise agreed. If a delivery period has been agreed, it shall commence on the date on which the seller has confirmed the purchase agreement, unless an item is no longer in stock or can no longer be delivered.

9.2 If the delivery time is not feasible, the seller shall inform the buyer in good time. In this case, the agreement may be dissolved or a new delivery period may be agreed. In the event of dissolution, amounts already paid will be refunded within 30 days.

Article 10 Force majeure

10.1 If the seller cannot fulfil its obligations vis-à-vis the buyer due to a non-attributable breach ('force majeure'), those obligations will be suspended for the duration of the force majeure situation. The Buyer will be entitled to dissolve the Agreement.

10.2 There shall be force majeure on the part of the vendor if, after the conclusion of the purchase agreement, the vendor is prevented from fulfilling his obligations under this agreement or the preparation thereof as a result of war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, strike, sit-down strikes, exclusion, import and export restrictions, government measures, machine defects, disruptions in the supply of energy, all this both in the vendor's company and in the companies of third parties from which the vendor has to obtain all or part of the necessary materials or raw materials, as well as during storage or transport, whether or not under his own management, and furthermore due to all other causes that arise through no fault of the vendor.

Article 11 Warranty

11.1. Unless expressly agreed otherwise in writing, Comservices will provide a 6-month exchange guarantee on the delivered goods (the usual factory guarantee applies to new articles). Any possible guarantee obligations in respect of the aforementioned products rest exclusively with Comservices.

11.2. If a guarantee is provided by Comservices, it will lapse if the goods to which the guarantee refers are not used in accordance with the order or are used improperly, or if operating instructions are not observed, or if unprofessional repairs are carried out, or if changes are made or if numbers or seals, etc. are mutilated or removed.

11.3. Under the guarantee issued by Comservices for goods located outside the Netherlands, Comservices can only be held liable for the cost of repair or replacement, up to a maximum of the amount that the costs would have incurred in the Netherlands.

Article 12 Prices and Payment

12.1 The purchase price includes, in addition to the price of the goods, the costs of packaging, transport and delivery to the place designated by the buyer within the Benelux. All prices stated on the website are in Euros exclusive of VAT.

12.2 The buyer is obliged to pay the purchase price before or on the due date stated on the invoice for the delivery in question. The buyer is not authorised to deduct any amount from this purchase price on account of a counterclaim made by him.

12.3 If the buyer fails to meet his payment obligation in time and also fails to respond to a one-week notice of default, the seller will be authorised to regard the purchase agreement as dissolved, without judicial intervention. In that case, the buyer will be liable for the damage suffered by the seller, including loss of profit, transport costs and the costs of notice of default.

12.4 If the seller proceeds to judicial or extrajudicial measures in the event of non-performance by the buyer, the costs thereof will be borne by the buyer. These costs amount to at least 10% of the invoice amount with a minimum of € 750.

12.5 The buyer, who makes use of his authority to store as referred to in article 6, remains obliged to pay the purchase price at the time stated in paragraph 2.

Article 13 Right of return

13.1 Already paid amounts will be refunded to the buyer within 30 days after receipt of the returned goods. Any shipping costs will be deducted from this.

Article 14 Limitation of Liability

14.1 Subject to the provisions of paragraph 3 of this article, the amount of compensation that may ensue for the seller from this sales agreement, or from the implementation thereof, shall be limited to a maximum of the purchase price referred to in article 12, paragraph 1. Any contractual liability or further or other legal liability, including liability based on wrongful act, for damage suffered directly or indirectly by the buyer, for whatever reason, including loss of profits, is excluded.

14.2 The limitation of liability also applies to the vendor's personnel or persons engaged by the vendor.

14.3 If, with regard to liability, an insurance payment is made to the seller which exceeds the purchase price referred to in article 12, paragraph 1, the liability shall be limited to the amount of this payment.

Article 15 Legal requirements

15.1 The seller guarantees that the design, composition and quality of the goods to be delivered pursuant to the purchase agreement comply in all respects with all applicable requirements laid down in laws and/or other relevant government regulations in force at the time the purchase agreement is concluded.

15.2 The provisions of paragraph 1 shall also apply to the normal use of the goods.

Article 16 Dissolution

16.1 Without prejudice to the provisions of Article 12, the sales agreement shall be dissolved without judicial intervention after a written statement has been issued at the time when the buyer is declared bankrupt, applies for a suspension of payments, or loses the authority to dispose of his assets or parts thereof due to attachment, placement under curatorship or otherwise, unless the curator or administrator acknowledges the obligations ensuing from this sales agreement as liabilities of the estate.

16.2 As a result of the dissolution, claims existing on both sides shall become immediately due and payable. The buyer shall be liable for any damage suffered by the seller, including loss of profit and transport costs.

Article 17 Applicable law

17.1 These Terms and Conditions, as well as all Agreements, are governed by Dutch law. However, with regard to Agreements as referred to in article 6:247 section 2 of the Dutch Civil Code, it is explicitly stipulated that section 3, title 5 of Book 6 of the Dutch Civil Code shall not apply.

17.2 Insofar as national legal rules do not imperatively dictate otherwise, all disputes between the parties will be submitted to the competent court, at the choice of the summoning or applicant party, or the court otherwise competent on the basis of national legal rules.

Article 18 Arbitration clause

18.1 All disputes arising from the purchase agreement or from further agreements in execution thereof shall, to the exclusion of the ordinary judiciary, be settled by arbitration in accordance with the Regulations of the Netherlands Arbitration Institute.

18.2 A dispute shall be deemed to exist as soon as one of the parties so declares.

18.3 This arbitration clause does not exclude the power of the parties to apply to the President of the Court for urgent matters, to take interim measures and the means to maintain them.