General delivery- and payment conditions Dornex B.V.

 

Article 1 - Definition and applicability
1.1 Counterparty, means the person Dornex is carrying on business with; such as those to whom she directs her offers, from whom she receives an order, or with whom she concludes a contract.

1.2 These conditions apply to all of Dornex’s offers, order and activities and will be a part of all contracts concluded by Dornex.
1.3 General conditions, special conditions and/or other provisions of the counterparty are explicitly not recognized by Dornex.

 

Article 2 - Quote and Contract

2.1 All quotations and/or calculations are open-ended, unless it includes a deadline for acceptance. The samples and the other information and specifications provided with the offers are not binding for Dornex and are subject to amendments and changes at all times.
2.2 The offers are based upon the information provided by the counterparty and are made based upon normal conditions of use.
2.3 Where a quote includes an open-ended offer and this is accepted, Dornex has the right to revoke the offer within 5 working-days after receipt of the acceptance.
2.4 A contract will be concluded only if and insofar Dornex provides a written confirmation of a client’s order within 5 working days, or if Dornex commences the implementation of the clients’ order. All orders taken by representatives of Dornex or by agents become binding for Dornex when the order is confirmed by Dornex in written form, or when Dornex commences the implementation of the order.
2.5 An amendment or addition to a contract is only valid if and insofar Dornex has provided written consent of this change.

 

Article 3 - Price

3.1 The declared and agreed prices are in Euro’s, excl. VAT, unless stated otherwise by Dornex. The price is excl. packaging, insurance and transport costs, as well as import and export taxes, customs duties and all other costs and fees that are levied in relation to transport, unless stated otherwise by Dornex.
3.2 The declared and agreed prices are based upon the cost price of the raw materials, the purchase price, fees, taxes, costs of energy, the exchange of currency etc. If one or more of the price-determining factors change due to whatever circumstances after the offer or the conclusion of an agreement, Dornex is entitled to change its price accordingly, without this giving the counterparty the right to terminate the agreement.

3.3 Every change or addition to the contract, including those caused by a changed order by the client and/or due to incorrect/changed information by the counterparty is borne by the counterparty.

 

Article 4 - Payment

4.1 The counterparty is obliged to pay Dornex within 30 days after the invoice date, without deduction of any discounts. Payment must be made in the agreed currency, without offsetting or suspension. No credit-limitation surcharge is applied to invoices. If the payment is made within 8 days after the invoice date, a 2% discount may be applied to the net invoice amount. Dornex is also entitled, at all times and without giving any reasons, to expect cash payment before or upon delivery of the goods. Dornex’s costs with regard to the payment will be borne by the counterparty.
4.2 If the payment term stated above is exceeded, the counterparty will be in default without notice and all of Dornex’s claims towards the counterparty will immediately fall due, whether already invoiced or not. In this case, the counterparty is indebted an interest of 1,5% a month. A part of a month is considered a full month.

4.3 The counterparty is not entitled to settle claims that he believes to have towards Dornex with payments to Dornex. The counterparty will not be permitted lien.

4.4 If the payment term is exceeded, the counterparty will be held payable the extrajudicial collection costs of 15% over the main amount, with a minimum of € 750,- (excl. VAT).
4.5 Dornex is entitled to settle amounts that she may in any way be indebted to the counterparty or other companies that belong to the same group as the counterparty, with the amounts that the counterparty or other company of the same group are indebted to Dornex.
4.6 In addition to the increase under article 4.2 and 4.4, Dornex is entitled to claim substitute compensation under the law. The increases mentioned in the articles 4.2 and 4.4 only reach as far as compensation for delay damage.
4.7 In case of late payment, Dornex is entitled to suspend delivery of products to the counterparty, this being at the expense of the client.
4.8 The counterparty is obliged to provide security for the fulfilment of its obligations, particularly those of payment, if Dornex requests so. In case of failure to comply with a notice to this effect, Dornex is entitled to terminate or suspend the agreement, without prejudice to its right to damage compensation.

4.9 Every payment made by the counterparty firstly seeks settlement of costs and interest and subsequently the settlement of the oldest outstanding invoices, even if the client has indicated otherwise.

  

Article 5 - Delivery

5.1 Delivery will take place from the location specified in the order confirmation.
5.2 The delivery terms are not binding. The delivery term will commence on the date of the order confirmation, but not until the counterparty has made a payment in advance of the agreed amount (if this has been agreed).
5.3 If the delivery term is exceeded, the counterparty is to give Dornex a written notice of its default, leaving Dornex 15 days to deliver the products as yet.
5.4 If the counterparty places an order on call, this order should be called down and accepted within the agreed term.
5.5 If the counterparty does not accept the products within the prescribed period, the counterparty is in default, without further notice. In this case, Dornex is entitled to store the goods at the expense and risk of the counterparty or to sell the products to third parties. The counterparty remains liable for payment of the selling price, plus costs and interest. In case of sales to third parties, the sales yields will be deducted from the selling price.
5.6 Dornex is entitled to deliver in parts at all times.
5.7 In case of a change in the contract (addition or change), the delivery term will be adjusted accordingly.

 

Article 6 - Transport, packaging and insurance

6.1 Transport of goods will take place in the manner prescribed by Dornex. Dornex is always free in the choice of transport means, even if the transport is at the expense of the counterparty. The transport costs are at the expense of the counterparty, unless agreed otherwise in written form. 6.2 The means of packaging is determined by Dornex. If the counterparty requests any other means of packaging, the costs involved will be separately charged to the counterparty.
6.3 If the contract does not include an INCO term, the ownership and the risk of the goods are transferred to the counterparty from the moment that the goods are loaded for transport or, if that is the case, from the moment that the documents that are required for delivery have been handed over to the counterparty. If both are the case, the risk is transferred to the counterparty at the moment that the first event occurs
6.4 The risk of damage or breakage at the time of or as a result of the transport, storage, preservation or processing of the products is at the expense and risk of the counterparty.
6.5 Dornex will only provide a (transport)insurance if the counterparty has requested this beforehand in written form and Dornex has given a written confirmation. The insurance is then at the expense and risk of the counterparty.

 

Article 7 - Warranty / complaints

7.1 Unless the counterparty has stated certain special quality requirements with regard to the order, which have been confirmed by Dornex in written form, products are delivered in regular commercial quality. Dornex reserves the right to deliver with a slight deviation in colour or design from the standard or the sample. Dornex is not liable for technically inevitable deviations in colour, quality, design or pure thickness.
7.2 The counterparty is required to check whether the delivered goods meet the agreed requirements immediately after delivery.

7.3 Complaints filed by the counterparty with regard to the delivered products should be brought to Dornex’s attention by means of a registered letter within 8 days upon delivery of the goods. Failure to do this removes any right the counterparty may have had to assert against Dornex.
7.4 If the counterparty files a timely and legitimate complaint, Dornex will, at its own discretion, repair or replace the product, give a price reduction or terminate the contract, any other or further liability of Dornex is excluded, except in cases of intent or gross negligence on the part of Dornex itself.
7.5 Products on which the counterparty has filed a complaint may not be processed or used. Any processing, alteration or use of such a product is recognition that Dornex has fulfilled its obligations.

7.6 Complaints by the counterparty with regard to the manner of compliance with the contract by Dornex not referring to the quality of the product should be brought to the attention of Dornex within a reasonable period in such a manner that Dornex can verify the validity of the complaint. Failure to do this removes any right the counterparty may have had to assert against Dornex.
If a timely complaint proves to be true, Dornex has the right to fulfil its obligations as yet, without the counterparty being able to claim anything more from the user, except where such compliance is not possible, and/or where there is intent or gross negligence on the part of Dornex itself.