GENERAL CONDITIONS OF DREUMEX B.V.

BASED IN OSS AT DOMMELSTRAAT 1

 

Deposited with the Chamber of Commerce and Factories for Noordoost-Brabant in

’s-Hertogenbosch under file number 16074424.

 

Article 1: General

  1. All our offers, contracts and the performance thereof are exclusively governed by these conditions. Deviations must explicitly be agreed with us in writing.
  2. In these conditions the “Other Party” means every (legal) person who has made or wishes to make a contract with our company as well as such (legal) person's agent(s), authorised representative(s), legal successor(s) and heirs.
  3. The applicability of the General Conditions applied by the Other Party is explicitly excluded.
  4. By the mere placing of an order and/or taking receipt of the delivered goods, the Other Party accepts these conditions and is deemed to have tacitly agreed with the exclusive applicability of these conditions to any assignments given by him verbally, by telephone, by e-mail or by fax or in some other way, regardless of a written confirmation on our part.

 

Article 2: Offers

  1. All offers made will remain valid during a term specified by us. If no term is specified our offers remain valid 30 days after the date of the offer.
  2. All price lists, brochures and other details set out in an offer are specified as accurately as possible. These are only binding on us if they have explicitly been confirmed in writing. We are not obliged to provide detailed information.
  3. A quote or offer will lapse if the product to which the quote or offer relates is no longer available.
  4. Sending the offers and/or (other) documentation only binds us to effect delivery or accept the order after we have accepted such in writing within 8 days after receipt.
  5. We reserve the right to refuse orders without stating any reasons, or to deliver on the basis of cash on delivery.

 

Article 3: Contract

  1. Subject to the provisions hereafter, a contract will first be made when we confirm it or have started the execution of the order within 8 days after we have received the order for delivery.
  2. Any additional agreements or changes made later, as well as (verbal) agreements and/or commitments made by our personnel or in our name by our sales staff, agents, representatives or other intermediaries, only bind us if they have been confirmed by us in writing.
  3. Every contract is entered into on our part subject to the suspensive condition that the Other Party - exclusively according to our evaluation – is sufficiently creditworthy for the financial performance of the contract.
  4. We are entitled when or after making the contract, before effecting (further) performance, to demand security from the Other Party that both payment obligations and the other obligations will be performed.

 

Article 4: Prices

  1. Unless otherwise stated, all price specifications are subject to the reservation of price changes.
  2. Unless otherwise stated our prices are:
    1. Based on the purchase prices, wages, wage costs, social security and government costs, transport costs, insurance premiums and other costs applicable during the offer or order date;
    2. Based on delivery ex our company, warehouse or other storage place;
    3. Exclusive of VAT, import duties, other taxes, levies and duties;
    4. Exclusive of the costs of packing, loading and unloading, transport and insurance;
    5. Set out in euros, any exchange rate changes will be passed on.
  3. In the event of an increase in one or more of the cost price factors we are entitled to increase the order price accordingly, subject to any statutory regulations existing in this respect.

 

Article 5: Delivery and delivery time

  1. In the event of delivery ex factory the time of delivery is the time when the goods leave our company / warehouse, after which the risk in the goods passes to the Other Party.
  2. The Other Party is obliged to inspect the delivered goods or the packing immediately upon delivery for any shortfalls or damage, or to carry out this inspection after notice from us that the goods are at the disposition of the Other Party.
  3. The Other Party must set out any shortfalls in or damage to the delivered goods and/or the packing, which are present upon delivery, on the transport documents; in the event of failure to do so the Other Party is deemed to have approved the delivery. In such case complaints in this respect are no longer taken into consideration.
  4. We are entitled to deliver in instalments (part shipments), which we can invoice separately. In such case the Other Party is obliged to pay in accordance with the provisions of Art. 11 of these conditions.
  5. The specified delivery times are approximates and are not binding. We are not liable for time overruns.
  6. Overruns of the delivery time does not oblige us to pay any compensation. In the event of limited (non-excessive) delivery time overruns, the Other Party does not simply have the right to cancel the contract or refuse to accept the delivery. In the event of excessive time overruns (more than 6 weeks) of the original delivery time the Other Party has a right of cancellation, unless this time overrun is caused by force majeure.
  7. If the products have not been taken by the Other Party after the expiry of the delivery time, they are stored at his disposition at his expense and risk. After a period of 4 weeks we are entitled to (privately) sell these products. If the proceeds of the sale are lower than the invoice amount, such lower amount and the costs are at the Other Party's expense, without prejudice to our other rights.

 

Article 6: Transport / Risk

  1. If the Other Party has not furnished us with any other specification, the method of transport, shipment, packing and the like, will be determined by us as a good custodian/businessman, without our having any liability in this respect. Any specific wishes of the Other Party with regard to the transport / the shipment will only be executed if the Other Party has stated he will bear the additional costs thereof.
  2. The transport of the products will in principle always be effected at the expense and risk of the Other Party, even when the transporter claims that delivery notes, transport addresses and the like include the clause that all transport loss is as the expense and risk of the shipper.
  3. In the event of delivery on the terms "delivery paid" the transport costs will not be passed on separately.

 

Article 7: Force majeure

  1. Force majeure is understood to mean:

    Every circumstance beyond the control of the parties or every unforeseen circumstance whereby the Other Party can no longer reasonably demand performance of the contract by us.

  2. “Force majeure” in any event includes:

    Work strike, excessive absenteeism of our personnel, transport difficulties, fire, government measures including in any event import and export prohibitions, quota restrictions and operational breakdowns at our company or our suppliers, and default by our suppliers so that we cannot (or can no longer) perform our obligations to the Other Party.

  3. During the term of the force majeure Dreumex can suspend the obligations under the contract. If this period lasts longer than two months, each of the parties is entitled to dissolve the contract, without any obligation to compensate loss to the Other Party.
  4. Insofar as Dreumex, at the time of the arising of force majeure, has already partly performed his obligations under the contract or will be able to perform them, and the part which has been or is to be performed has independent value, Dreumex is entitled to separately invoice the part already performed or to be performed. The Other Party is bound to pay this invoice as if it were a separate contract.
  5. We have the right to claim force majeure if the circumstance which resulted in force majeure arises after our performance should have been effected.

 

Article 8: Liability

  1. If Dreumex is liable, this liability is limited to what is arranged in this provision.
  2. In any event we are not liable for loss arising or caused due to the use of the delivered goods or due to the unsuitability thereof for the purpose for which the Other Party acquired them.
  3. If Dreumex turned out to be liable for any loss, Dreumex' liability is limited to a maximum of the net value of the order, or to that part of the order to which the liability relates.
  4. Dreumex' liability is in any event always limited to the amount of the payout of his insurer where relevant.
  5. Dreumex is only liable for direct loss.
  6. Direct loss exclusively means the reasonable costs to determine the cause and the scope of the loss, insofar as the determination relates to loss as referred to in these conditions, any reasonable costs made to have the faulty performance of Dreumex correspond with the contract, insofar as it can be attributed to Dreumex and reasonable costs made to prevent or limit loss, insofar as the Other Party demonstrates that these costs have led to limitation of direct loss as referred to in these general conditions.
  7. Dreumex is never liable for indirect loss, including consequential loss, lost profit, lost savings and loss due to operations closing down.
  8. The limitations of liability laid down in this article do not apply if the loss is due to intent or gross negligence of Dreumex or its managerial subordinates.

 

Article 9: Complaints & guarantees

  1. We only take complaints into consideration if they have been lodged with us in writing – directly – within 8 days after delivery of the relevant articles with an accurate specification of the nature and the basis of the complaints.

    For hidden defects there is a term of 8 days after they have been noted, while such complaints can only be lodged at latest up to 6 months after delivery.

    In addition to the conditions mentioned above, please find the terms and conditions for warranty on the automatic dispenser below:

    1. Warranty on the automatic dispenser is valid for a maximum period of one (1) year and is only valid in case of normal use.
    2. Warranty covers the electronic components in the dispenser.
    3. After receipt and check of the dispenser by Dreumex BV, will be determined whether a claim is valid.
  2. Complaints on invoices must also be lodged in writing, within 8 days after the date the invoice was sent.
  3. After the expiry of these term(s) the Other Party will be deemed to have approved the delivered goods or the invoice respectively. In such case we will no longer take complaints into consideration. If we deem the complaint well-founded, we are only obliged to replace the improper goods without the Other Party in addition being able to enforce any right to any compensation whatsoever.
  4. The lodging of a complaint never releases the Other Party from his payment obligations to us.
  5. Return of the delivered goods can only take place after our prior written consent, on the conditions to be determined by us.
  6. If a customer wishes to lodge a complaint on the basis of incorrect delivery by Dreumex, the Other Party must demonstrate this faulty delivery in writing.
  7. The goods to be delivered by Dreumex satisfy the usual requirements and standards which can reasonably be set therefore at the time of delivery and for which they are intended in normal use.
  8. Every form of guarantee will lapse if a defect has arisen as a result of or ensuing from incorrect storage by the Other Party or inexpert use or inappropriate use thereof or use after the expiry date. Nor may the Other Party present a claim under the guarantee if the defect has arisen due to or as a result of circumstances over which Dreumex cannot exercise any influence, including weather circumstances (such as, e.g., but not exclusively, extreme rainfall or temperatures), etc.
  9. If Dreumex has failed on the performance with regard to a part of the delivered goods, the buyer is obliged to accept the remaining part of the goods
  10. If Dreumex decides to take back wrongly ordered goods, then this will be done under the following conditions:

    1. Minimum value of returned goods has to be € 40, excluding VAT;
    2. Returned goods will be credited, less an administrative handling-fee of € 22,00, excluding VAT.

 

Article 10: Retention of title

  1. All goods delivered by Dreumex in the framework of the agreement will remain the property of Dreumex until the Other Party has properly performed all obligations under the agreement(s) made with Dreumex.
  2. The goods can be resold or used by the Other Party in the normal course of his business, but may not be given as collateral nor may they serve in any other way as security for a claim of a third party.
  3. We are at all times entitled to retrieve the delivered goods, on the basis of the provisions of this article, from the Other Party of the party holding the goods on his behalf, if the Other Party does not perform his obligations. The Other Party must cooperate in this respect, whereby failure to do so is subject to a penalty, which is not open to judicial mitigation, of EUR 450 per day that he fails/continues to fail to do so, if we explicitly claim such.

 

Article 11: Payment

  1. Payment is to be made within 30 days after the invoice date, in a manner specified by Dreumex in the currency of the invoice, unless otherwise specified by Dreumex in writing. Dreumex is entitled to invoice on a periodic basis.
  2. Every payment of the Other Party will primarily be put toward payment of the interest owing, and toward the collection costs and/or administration costs made by us and will then be put toward the oldest outstanding claim.
  3. In cases where the Other Party:

    1. is declared bankrupt, relinquishes his estate, files an application for a moratorium on payment, or all or part of his property is attached;
    2. passes away or is placed under guardianship;
    3. does not perform any obligation to which he is subject under the law or these conditions;
    4. fails to pay an invoice amount or a part thereof within the term set therefore;
    5. ceases or transfers his business or an important part thereof, including placing his business in a company to be founded or already existing, or proceeds to change the objects of his business.

    by the mere occurrence of one of the aforementioned circumstances we have the right to either deem the contract dissolved, or to declare it dissolved by means of extrajudicial statement, without any judicial intervention being required, and any amount owed by the Other Party on the grounds of work carried out and/or deliveries made by us can be claimed in full immediately and without any warning or notice of default being necessary and to reclaim the delivered goods which have not (yet) been paid as our property, all without prejudice to our right to compensation of costs, loss and interest.

 

Article 12: Interest and costs

  1. If the Other Party fails in the timely payment of an invoice, the Other Party shall be legally in default. The Other Party then owes interest of 1.5% per month, unless the statutory interest is higher, in which case the statutory interest is owing. The interest over the due amount will be calculated as of the time that the Other Party defaults until the time of payment of the full amount owing.
  2. All judicial and extrajudicial costs are at the Other Party's expense. The costs to obtain extrajudicial payment are at least 15% of the amount owed by the Other Party, including the aforementioned interest, with a minimum of € 150.

 

Article 13: Applicable law

All legally binding transactions to which Dreumex is a party are exclusively governed by Dutch law, even if an obligation is performed abroad in whole or in part or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

 

Article 14: Disputes

  1. All disputes, including those which are only deemed a dispute by one party, ensuing from or connected with the contract to which these conditions apply or the relevant conditions themselves and its interpretation or the performance both of a factual and legal nature, will be adjudicated by the Civil Court with jurisdiction within the area where we are based, insofar as the statutory provisions permit such.
  2. The provisions of Paragraph 1 are without prejudice to our right to present the dispute to the Civil Court with jurisdiction according to the normal jurisdiction rules.
  3. If articles under these conditions or parts thereof are not valid or are unenforceable, this will have no effect on the other articles.

 

Article 15: Location and alteration of conditions

  1. These conditions are deposited with the Chamber of Commerce in ’s-Hertogenbosch
  2. The most recently deposited version or the version which applied at the time the legal relationship with Dreumex was made is applicable.
  3. The Dutch text of the general conditions is always decisive for the interpretation thereof.

 

Dreumex B.V.

 

Date of issue: 2012 07 04

 

Contact

Dreumex USA Inc.

3445 Board Road

York, PA 17406-8409

 

Phone: 800-233-9382

(USA & Canada only)

or 717-767-6881

 

Fax: 717-767-6888

Email: dreumex@dreumex.com

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