Terms and Conditions from: PSY-ray International B.V., registered at Prinses Marijkelaan 7, 2224 VA, Katwijk, Chamber of Commerce number 59085010, hereinafter referred to as: PSY-RAY.
Article 1 Definitions
- In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise:
- PSY-RAY: the supplier of products and / or services to which these General Delivery Conditions apply;
- Buyer: the other party of PSY-RAY, acting in the exercise of a profession or business;
- Agreement: the Agreement between PSY-RAY and the Buyer.
Article 2 General
- The provisions of these general terms and conditions apply to every offer and every Agreement between PSY-RAY and a Buyer to whom PSY-RAY has declared these terms and conditions applicable, insofar as the parties have not deviated explicitly and in writing from these terms and conditions.
- The present terms and conditions also apply to all Agreements with PSY-RAY, for the implementation of which third parties must be involved.
- General terms and conditions of the Buyer only apply if it has been explicitly agreed in writing that these apply to the Agreement to the exclusion of these terms and conditions. In that case any conflicting provisions in the general terms and conditions of PSY-RAY and the Buyer will only apply between the parties if and to the extent that they form part of the terms and conditions of PSY-RAY.
- If one or more provisions of these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions will remain fully applicable. PSY-RAY and Buyer will then consult in order to agree on new provisions to replace the void or voided provisions, taking into account if and as far as possible the purpose and scope of the original provision.
Article 3 Offers and quotations
- All offers are without obligation, unless a period for acceptance is stated in the offer.
- The offers made by PSY-RAY are without obligation; they are valid for thirty days, unless stated otherwise. PSY-RAY is only bound by the offers if the acceptance thereof is confirmed in writing by the Buyer within thirty days.
- Delivery times in quotations from the PSY-RAY are indicative and do not give the Buyer any right to dissolution or compensation if it is exceeded, unless explicitly agreed otherwise.
- The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.
- If the acceptance deviates (on minor points) from the offer included in the quotation, PSY-RAY is not bound by this. The Agreement will then not be concluded in accordance with this deviating acceptance, unless PSY-RAY indicates otherwise.
- A composite quotation does not oblige PSY-RAY to deliver part of the items included in the offer or quotation for a corresponding part of the quoted price.
- Offers or quotations do not automatically apply to repeat orders.
Article 4 Execution of the Agreement
- PSY-RAY will implement the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.
- If and insofar as the proper execution of the Agreement requires, PSY-RAY has the right to have certain work done by third parties. For operational purposes, the Buyer can be put in direct contact with these third parties, although the formal responsibility remains with PSY-RAY.
- The Buyer shall ensure that all the data, which PSY-RAY indicates is necessary or which the Buyer should reasonably understand that they are necessary for the implementation of the Agreement,are provided to PSY-RAY in good time. If the information required for the implementation of the Agreement has not been provided to PSY-RAY in good time, PSY-RAY shall have the right to suspend the implementation of the Agreement and/or charge the additional costs resulting from the delay according to the usual rates to the Buyer.
- PSY-RAY is not liable for damages, of any kind, because PSY-RAY has assumed incorrect and/or incomplete data provided by the Buyer,unless it was to be incorrect or incomplete to PSY-RAY.
- If it has been agreed that the Agreement will be carried out in stages, PSY-RAY may suspend the implementation of those components belonging to the next stage until the Buyer has approved the results of the preceding phase in writing.
- If third parties enabled by PSY-RAY or PSY-RAY are carried out work at the location of Koper or a location designated by Koper, Koper shall ensure the facilities reasonably desired by those employees free of charge.
- Buyer shall exempt PSY-RAY from any claims made by third parties, which suffer damage in connection with the implementation of the Agreementand which is known to Buyer.
Article 5 Delivery
- Delivery of goods is carried out at psy-RAY factory/warehouse/workshop in the Netherlands.
- If delivery is made on the basis of “Incoterms”, the ‘Incoterms’ applicable at the time of the conclusion of the Agreementwill apply.
- Buyer is obliged to take matters at the time psy-RAY delivers or delivers it to him or at the time when they are made available to him under the Agreement.
- If the Buyer refuses or is negligent in providing information or instructions necessary for delivery, PSY-RAY is entitled to store the business on behalf and risk of Buyer.
- If the cases are delivered, PSY-RAY is entitled to charge any delivery costs. These will then be billed separately.
- If PSY-RAY needs buyer data under the implementation of the Agreement,the delivery time will commence after Koper has made it available to PSY-RAY.
- If PSY-RAY has specified a deadline for delivery, it is indicative. A specified delivery time is therefore never a fatal term. In the event of an overrun of a period of time, the PSY-RAY buyer should default in writing.
- PSY-RAY is entitled to supply the items in parts, unless they have been deviated by Agreement or does not receive independent value to sub-delivery. PSY-RAY is entitled to invoice it separately.
- If it has been agreed that the Agreement will be carried out in stages, PSY-RAY may suspend the implementation of those components belonging to the next stage until the Buyer has approved the results of the preceding phase in writing.
Article 6 Monsters and models
- If a sample or model has been shown or provided to the Buyer, it is suspected to have only been given as an indication without the need to answer the matter, unless it is expressly agreed that the matter will correspond to it.
- In the caseof Agreement and in relation to a immovable property, indicationof the surface or other dimensions and indications shall also be suspected to be intended only as an indication, without having to answer the matter.
Article 7 Research, advertisements
- Copper is kept the delivery at the time of (delivery) but at least within the shortest possible time frame to (do) investigations. In doing so, Koper should examine whether the quality and quantity of the corresponding correspond to what has been agreed, at least meets the requirements in normal (commercial) traffic.
- Any visible deficiencies should be reported to PSY-RAY within three days of delivery. Not visible should be reported within three weeks of discovery but not later than 1 month after delivery, with the provisions of Warranty and Service applicable.
- If, as a result of the previous paragraph, advertising is made in good time, Koper will remain obliged to purchase and pay the purchased items. If Koper wishes to return defective cases, this shall be done with the prior written consent of the PSY-RAY in the manner indicated by PSY-RAY.
Article 8 Fees, price and costs
- The prices used by PSY-RAY do not include VAT and any other charges, as well as any costs to be incurred under the Agreement, including shipping and administration costs, unless otherwise indicated.
- For packages to be delivered to clients sessions, including ScanCoach service packages, with already emphatic conditionpayment within 14 days of invoice date,applies:
- A deposit of 70 at Assignment
- Payment of the remaining part after completion of 80 of all client sessions
- If Buyer does not agree to payment within 14 days of invoice date, a 100 invoice will apply by assignment.
Article 9 Amendment to the Agreement
- If it appears during the implementation of the Agreement that proper implementation requires amending and/or supplementing the work to be carried out, the Parties will adapt theAgreement in good time and by mutual agreement.
- If the Parties agree that the Agreement is amended and/or supplemented, the time of completion of the implementation may therefore be affected. PSY-RAY will notify the Buyer as soon as possible.
- If the amendment and/or addition to the Agreement has financial and/or qualitative consequences, PSY-RAYwill inform the Buyer in advance.
- If a fixed rate has been agreed, PSY-RAY will indicate the extent to which the amendment or addition of the Agreement results in an overrun of this fixed rate.
- By way of derogation from the provisions of this, PSY-RAY will not be able to charge any additional costs if the change or supplement is due to circumstances that may be attributed to him.
Article 10 Payment
- Payment must be made within 14 days of invoice date, in a manner to be indicated by PSY-RAY in the currency in which it has been billed. Objections to the level of invoices do not suspend the payment obligation.
- If Buyer defaults on the payment within the 14-day period, the Buyer is in default. Copper is then due an interest rate of 1 per month, unless the statutory interest rate is higher in which case the legal interest applies. The interest on the claimable amount will be calculated from the moment Buyer is in default until the time of satisfaction of the full amount.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, psy-RAY’s claims on the Buyer are immediately recoverable.
- PSY-RAY has the right to make payments made by the Buyer primarily deduct the costs, then in deducted from the open-term interest and finally in deducted from the principal and current interest rates.
- PSY-RAY may, without default, refuse an offer to pay if the Buyer designates another order for the attribution.
- PSY-RAY may refuse full repayment of the principal if the open cases and current interest and the costs are not also met.
Article 11 Reservation of Ownership
- All hardware and components supplied by PSY-RAY – not the specific PSY-RAY software – remain the property of PSY-RAY until the Buyer has fulfilled all subsequent obligations from all agreements concluded with PSY-RAY.
- The specific PSY-RAY software always remains owned by PSY-RAY. The Buyer has the right to use this software in license for its own use and own affiliates, according to the terms of the PSY-RAY Software Licensing Agreement.
- The Buyer is not authorized to pawn or object to the matters covered by the reservation of ownership or in any other way.
- If third parties seize or apply for the matters delivered under the reservation of ownership or to apply to them, Buyer is obliged to inform PSY-RAY as soon as reasonably expected.
- The Buyer undertakes to ensure and ensure the matters supplied under the reservation of ownership and to be insured against fire, detonation and water damage as well as against theft and the policy of such insurance at first request.
- Cases supplied by PSY-RAY, which are under the bottom of 1. of this Article provided for under the reservation of ownership may be resold only in the context of normal business and shall never be used as a means of payment.
- In the event of PSY-RAY intends to exercise its property rights referred to in this Article, the Buyer already unconditional and non-revocable permission to PSY-RAY or by pointing them out third parties to enter all those places where the properties of PSY-RAY and taking those things back.
Article 12 Warranty
- PSY-RAY ensures that the products and services to be delivered meet the usual requirements and standards that can be set for them, with the software subject to the conditions of the software licensing agreement of the owner of the software, even if it is not PSY-RAY.
- Under 1. that guarantee shall also apply if the products and services to be provided are intended for use abroad and Buyer of this use expressly notified PSY-RAYin writing at the time of the contracting agreement.
- Under 1. that warranty shall apply for a period of two (2) years after delivery, unless otherwise agreed in writing, excluding the warranty for software as stated in the PSY-RAYSoftware Licensing Agreement.
- If the cases to be delivered do not comply with these guarantees, PSY-RAY will replace the matter within a reasonable period of receipt or, if return is not reasonably possible, written notification regarding the defect by Koper,at the choice of PSY-RAY,or take care of recovery. In the event of a replacement, Koper is already pledging to return the case to PSY-RAY to be replaced.
- The guarantee to be this is not valid where the defect has arisen as a result of:
- improper or improper use; Or
- users are not certified as mentioned in the PSY-RAY Software Licensing Agreement; Or
- where, without written permission from PSY-RAY, Copper or third parties have made or tried to make changes to the case or have used them for purposes for which the case is not intended.
- If the warranty provided by PSY-RAY concerns a product produced by a third party, the guarantee shall be limited to that provided by the producer of that product for it.
- Guaranteeing products (hardware) is a “bring back” warranty. Work on location of Buyer for installation of hardware and/or software as a result of warranty shall be passed on separately to Koper,unless expressly otherwise agreed. These rates are available on request.
Article 13 Service & Support
- Service & Support only applies through a separate PSY-RAY Service & Support agreement; in the absence of this, only psy-ray’s warranty conditions on the basis of ‘bring back’ principle apply.
Article 14 Collection fees
- If the Buyer is at fault or in default in the (timely) fulfilment of his obligations, all reasonable costs of obtaining satisfaction will be excluded from The Buyer.’ In any case, Koper is due in the case of a cash claim collection fee. The collection costs are calculated Agreementig the collection rate as recommended by the Dutch Bar Association in debt collection cases.
- If PSY-RAY has incurred higher costs, which were reasonably necessary, they are also eligible for compensation.
- Any reasonable legal and execution costs incurred shall also be borne by Koper.
Article 15 Suspension, dissolution and cancellation
- PSY-RAY shall have the power to suspend compliance with the obligations or to terminate the Agreement if:
- Buyer does not or does not fully comply with the obligations of the Agreement.
- after the conclusion of the PSY-RAY Agreement, it is understood that the Buyer will not fulfil the obligations. In the event of good ground, there is a fear that the Buyer will only partially or not properly comply, the suspension is only permitted in so far as the shortcoming justifies it.
- Buyer requested to provide certainty for the satisfaction of its obligations from the Agreement when the Agreement is concluded and that security is not sufficient. Once security has been lodged, the power to suspend will be delayed unless such satisfaction is unreasonably delayed.
- Furthermore, PSY-RAY authorized the Agreement to (do) dissolve if circumstances arise which are such that compliance with the Agreement cannot be verified or cannot be taken for longer by standards of reasonableness and fairness or if otherwise circumstances arise which are such as unchanged conservation of the Agreement should reasonably not be expected.
- If the Agreement is terminated, PSY-RAY’s claims to the Buyer will be immediately recoverable. If PSY-RAY suspends compliance with the obligations, it shall retain its claims from the Law and Agreement.
- PSY-RAY always retains the right to claim compensation.
- If Buyer wishes to cancel the Agreement before a (partial) supply of products and/or services has taken place, PSY-RAY is entitled to compensation for the costs incurred, with a minimum of 10 and a maximum of 25 of the agreed amount.
Article 16 Refundmade available
- If PSY-RAY has made available to Koper in the implementation of the Agreement, Koper shall be kept in original condition within 14 days, free of defects and fully returned. If the Buyer fails to fulfil this obligation, all resulting costs are borne.
- If, for whatever reason, buyerfails to do so with the under 1. that obligation, PSY-RAY has the right to recover the resulting damage and costs, including the cost of replacement, to Buyer.
Article 17 Liability
- The starting point is that Copper for the products supplied by PSY-RAY are connected to an adequate electricity supply and for Support purposes an internet connection is available on a regular basis, which meets the technical requirements set by PSY-RAY for this purpose.
- If cases delivered by PSY-RAY are defective, psy-RAY’s liability to Copper is limited to what is regulated under “Guarantees” under these conditions.
- If PSY-RAY is liable for direct damage, that liability is limited to a maximum of twice the invoice amount for that part of the Agreement to which liability relates. Psy-RAY’s liability for direct damage is limited at all times to a maximum of € 10,000 (Say: ten thousand euros).
- Direct damage shall mean only:
- the reasonable costs of fixing the cause and extent of the injury, provided that the fixing relates to injury within the meaning of these conditions;
- any reasonable costs incurred in order to have psy-RAY’s defective performance met the Agreement unless this defect cannot be attributed to PSY-RAY;
- reasonable costs incurred in order to prevent or reduce damage, provided that Buyer demonstrates that these costs have led to the reduction of direct damage referred to in these terms and conditions.
- PSY-RAY is never liable for indirect damage, including consequential damage, liability damage, lost profit, missed savings and damage from business stagnation.
- The restrictions of liability for direct damage contained in these conditions do not apply if the damage is due to psy-RAY or gross debt of PSY-RAY or its subordinates.
- PSY-RAY is never liable for any direct or indirect damage seen in the health or other medical definition – of Koper, Koper’s clients or PSY-RAY clients regarding the use of equipment from or supplied by PSY-RAY. Additionally, the following shall apply:
- Use of equipment from or supplied by PSY-RAY,is only permitted by trained and certified users.
- Unless explicitly described in a PSY-RAYapplication protocol, the user of the equipment of or supplied by PSY-RAY has his/her own responsibility in exploiting and applying the information obtained from clients through this equipment. This also applies to (the dissemination of) the data covered by the Data Protection Act, or which are logically covered by (medical) professional secrecy.
Article 18 Risk transition
- The risk of loss or damage to the products that are subject to the Agreement shall be transferred to Koper at the time when they are delivered to Buyer legally and/or in fact and thus brought into the power of Buyer or of third parties to be identified by Buyer.
Article 19 Force majeure
- Parties shall not be required to fulfil any obligation if they are hindered for this purpose as a result of a circumstance not due to guilt, and neither under the law, a legal act or in traffic views applicable to their account comes.
- In addition to what is included in the law and case law, force majeure shall mean in addition to what is included in the law and case law, all of the causes, foreseeable or unforeseeable, which PSY-RAY cannot influence, but which means psy-RAY is unable to fulfil its obligations. Work strikes in psy-RAY’s company are included.
- PSY-RAY also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after PSY-RAY had had to fulfil its commitment.
- The Parties may suspend the obligations of the Agreement during the period of force majeure. If this period lasts more than two months, each party shall be entitled to terminate the Agreement, without obligation to compensate for damages to the other party.
- As far as PSY-RAY, at the time of the entry into force majeure, has now partially fulfilled its obligations from the Agreement has been fulfilled whether it will be able to comply, and the post-term independent value is due to the extent to which it is PSY-RAY entitled to invoice the part to be checked separately. Buyer is required to meet this invoice as if it were a separate Agreement.
Article 20 Safeguardes
- The Buyer shall exempt PSY-RAY for third-party claims relating to intellectual property rights on materials or data provided by the Buyer, which are used in the implementation of the Agreement.
- If Koper provides information carriers, electronic files or software, etc., to PSY-RAY, it guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 21 Intellectual property and copyright
- Without prejudice to the conditions laid down in these terms and conditions, PSY-RAY reserves the rights and powers for those PSY-RAY under the Copyright Act.
- The Buyer is not allowed to make changes to the business unless the nature of the delivered follows or has been agreed otherwise in writing.
- The designs, sketches, drawings, films, software and other materials or (electronic) files established under the Agreement, shall remain owned by PSY-RAY, whether they have been made available to the Buyer or to third parties, unless otherwise agreed.
- All by PSY-RAY, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended exclusively to be Buyer to be used, remain owned by PSY-RAY and are allowed to continue Buyer not without prior permission of PSY-RAY shall be multiplied, made public, sold or communicated to third parties, unless otherwise results from the nature of the documents provided.
- PSY-RAY reserves the right to use any knowledge increased for other purposes, insofar as confidential information is not communicated to third parties.
Article 22 Protection of Personal Data
- In the implementation of this Agreement, PSY-RAY processes maximum the following data from Koper, Koper’s clients or PSY-RAY clients:
- Forename and last name, gender, date of birth;
- Address, telephone number(s), email address;
- Health, biometric and genetic data.
- This data – or parts thereof – shall only be preserved as long as necessary to achieve the Agreement’s objective and/or in accordance with legal provisions. Health, biometric and genetic data can optionally be used on an anonymous basis to improve the primary system that PSY-RAY uses.
- PSY-RAY does not make decisions on matters that can (significant) affect individuals on the basis of automated processing. These are decisions made by computer programs or systems without an PSY-RAY employee being involved.
- PSY-RAY does not share personal information with third parties other than necessary for the implementation of the Agreement or to comply with legal provisions.
- PSY-RAY takes the protection of your data seriously and takes appropriate measures to prevent abuse, loss, unauthorized access, unwanted disclosure and unauthorized change. If the impression has arisen that personal information is not properly secured or there are indications of abuse, contact with customer service department or through email@example.com.
- For Buyer, Koper’s clients or PSY-RAY’ clients, the following applies:
- You have the right to see, correct or delete your personal data.
- In addition, you have the right to withdraw your possible consent for data processing or object to psy-RAY’s processing of your personal data and you have the right to data transferability. This means that you can submit a request to us to send the personal data we have from you in a computer file to you or another organisation you mentioned.
- You may send a request for access, correction, deletion, data transfer of your personal data or request for withdrawal of your consent or objection to the processing of your personal data to firstname.lastname@example.org. In order to ensure that the request for inspection has been made by you, we ask you to send a copy of your identity document with the request. In this copy, make your passport photo, MRZ (machine readable zone, the strip with numbers at the bottom of the passport), passports number and citizen service number (BSN) black. This to protect your privacy.
- PSY-RAY responds as soon as possible, but within four weeks, at your request. PSY-RAY would also like to point out that you have the opportunity to file a complaint with the national supervisor, the Dutch Data Protection Authority. This can be done via the following link: https://autoriteitpersoonsgegevens.nl/nl/contact-met-de-autoriteit-persoonsgegevens/tip-ons
Article 23 Non-takeover staff
- The Buyer will be Agreement and one year after its termination, in no way, except after good business consultations have taken place in this area with PSY-RAY, employees of PSY-RAY or of companies on which PSY-RAY to implement this Agreement has been appealed and which have been involved in the implementation of the Enterthe contract or otherwise, directly or indirectly, to work for themselves.
Article 24 Disputes
- The court in the district of psy-ray’s location shall be empowered to take into account disputes in the case of exclusion, unless the district court is competent. Nevertheless, PSY-RAY has the right to present the dispute to the court responsible for law.
- The parties will appeal to the court first after they have made their utmost efforts to settle a dispute by mutual agreement.
Article 25 Applicable law
- Every Agreement between PSY-RAY and the Buyer shall apply to Dutch law. The Weens Purchase Treaty is expressly excluded.
Article 26 Amendment and location of the conditions
- PSY-RAY is entitled to adjust these terms for future deliveries. Always applies to the last deposited version or the version as it applied at the time of the agreement.