General Terms and Conditions of Sale

General Terms and Conditions of Sale - DimixScreen BV (The Netherlands)

Minervum 7097, 4817 ZK Breda, The Netherlands | Chamber of Commerce (KvK): 53274288

Article 1: Definitions

In these general terms and conditions, the following definitions apply:

General Terms and Conditions: these general terms and conditions of sale.
Services: all work and activities performed by DimixScreen on behalf of the customer, including but not limited to maintenance of a Machine (whether or not pursuant to a maintenance contract) and replacement of (parts of) a Machine under warranty.
Customer: the natural person or legal entity entering into an Agreement with DimixScreen for the supply of Items and/or the provision of Services.
Agreement: any agreement entered into in whatever form between DimixScreen and the Customer for the supply of Items and/or the provision of Services.
Machine: any apparatus forming part of the product range of DimixScreen, including but not limited to latex printers, solvent printers, UV printers, solvent-UV printers, cutting plotters, as well as any component of such equipment, and software for such equipment.
Party / Parties: DimixScreen or the Customer, or both jointly.
DimixScreen: the private limited liability company DIMIX B.V., having its statutory seat in Breda, having its offices at Minervum 7097 – 4817 ZK Breda, The Netherlands, registered in the Trade Register of the Chamber of Commerce under file number 53274288.
In Writing: by email & (registered) mail.
Consumables: any consumable item for Machines forming part of the product range of DimixScreen, including but not limited to inkjet media, laminates, application tapes, sign products, and inks.
Item: Machine and/or Consumables.

Article 2: Applicability of General Terms and Conditions

1. The General Terms and Conditions apply to all offers and quotations from the Contractor, to negotiations between the Parties, and to all legal relationships and Agreements between the Parties, unless the Parties expressly agree otherwise In Writing.

2. General or special conditions of the Customer shall only bind DimixScreen if and to the extent that they do not conflict with these General Terms and Conditions AND DimixScreen has expressly agreed In Writing to their applicability.

3. If any provision of these General Terms and Conditions is void or voided, the remaining provisions of these General Terms and Conditions shall remain fully in force, and the Parties shall consult to agree upon new provision(s), taking into account as much as possible the object and purpose of the void or voided provision(s).

4. In the event of a conflict between the contents of an Agreement concluded between the Parties and these General Terms and Conditions, the provisions of the Agreement shall prevail.

Article 3: Delivery and Delivery Times

1. Delivery terms are agreed upon in consultation between the Parties.

2. Delivery terms and other dates specified by DimixScreen are indicative only and shall never be regarded as strict deadlines.

3. If an indicative delivery time specified by DimixScreen is exceeded, the Customer may issue a notice of default to DimixScreen In Writing. The Customer must allow a reasonable period within which DimixScreen can still fulfill its delivery obligation(s). A period of 2 months following the expiry of the indicative delivery time is considered a reasonable period. DimixScreen shall never be liable for any damage resulting from late delivery.

4. Delivery of an Item occurs upon transfer of the Item to the Customer at the place of delivery agreed upon between the Parties. The delivery note signed by the Customer from the carrier or forwarder engaged by DimixScreen serves as proof of delivery.

5. The risk in the Item transfers from DimixScreen to the Customer at the moment of delivery of the Item.

6. A Machine delivered by DimixScreen shall be installed by DimixScreen at the place of delivery agreed upon between the parties. The timing of installation shall be agreed upon in consultation between the Parties. The installation receipt signed by the Customer serves as proof of installation, operational readiness, and commissioning of the Machine by the Customer.

7. If the delivery concerns a Machine, the Customer is required to take all measures necessary to enable delivery and installation. In particular, the Customer must ensure that the rooms where a Machine is to be installed are cleared and equipped with the required utilities, including gas, water, electricity, and heating.

8. DimixScreen provides for the transport required for the delivery of the Item and engages a carrier or forwarder for this purpose. Transport costs are borne by the Customer, unless the delivery concerns Consumables and the invoice amount for that delivery exceeds €350.00 excluding VAT. In that case, delivery is carriage-free (franco). Otherwise, the amount of transport costs payable by the Customer shall be agreed between the Parties.

Article 4: Retention of Title

1. All Items delivered by DimixScreen remain the property of DimixScreen until the Customer has fully satisfied all payment obligations towards DimixScreen arising from any Agreement concluded with DimixScreen for the supply of Items and/or provision of Services, including claims concerning failure in the performance of such Agreement – such as interest and costs.

2. As long as ownership of the delivered Item has not passed to the Customer, the Customer is not permitted to alienate or encumber the Item.

3. Retention of title does not affect the fact that the risk in the Item transfers from DimixScreen to the Customer at the moment of delivery of the Item.

Article 5: Prices

1. Items are delivered and Services are performed by DimixScreen at the prices applied by DimixScreen at the time of delivery of the Items and/or performance of the Services. Quoted prices are exclusive of VAT.

2. For the performance of Services, the Customer owes DimixScreen the technician's fee (hourly rate x time spent) as well as, unless expressly agreed otherwise between the Parties, travel/call-out charges and the costs of replacing (parts of) Machines, insofar as these are not covered by warranty, and the costs of replacing Consumables.

3. DimixScreen has the right to unilaterally adjust prices after the conclusion of the Agreement.

4. If the price increase exceeds 6% or occurs within 3 months after the conclusion of the Agreement, the Customer is entitled to dissolve the Agreement In Writing within 8 days after DimixScreen has informed the Customer of the price change, without any liability for damages arising for either Party.

5. Dissolution does not release the Customer from its obligation to pay invoices relating to Items delivered and/or Services performed prior to dissolution.

Article 6: Payment

1. Invoices concerning the delivery of Consumables must be paid by the Customer within 30 days of the invoice date to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of DimixScreen.

2. Regarding invoices for the delivery of Machines, the Customer must pay 50% of the invoice amount within 8 days of the invoice date and the remaining 50% prior to the indicative delivery date specified by DimixScreen to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of DimixScreen.

3. Invoices concerning the performance of Services must be paid by the Customer within 30 days of the invoice date to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of DimixScreen.

4. DimixScreen grants the Customer a discount of 2% on an invoice insofar as that invoice relates to the delivery of Consumables, provided the Customer pays the invoice within 8 days by bank transfer to the bank account of DimixScreen or within 30 days via direct debit. The discount is not granted if DimixScreen has an outstanding claim against the Customer on any ground whatsoever.

5. The payment terms specified in this article are strict deadlines. Upon exceeding a payment deadline, the Customer is in default by operation of law and owes DimixScreen interest of 1% per month on the outstanding amount, as well as compensation for extrajudicial collection costs of 15% of the outstanding amount with a minimum of €150.00. If the actual extrajudicial collection costs incurred are higher, the Customer owes the actual extrajudicial costs.

6. DimixScreen has the right to allocate payments made by the Customer first towards extrajudicial costs, then towards accrued interest, and finally towards the principal sum and current interest.

7. In the event of late payment, DimixScreen is entitled to suspend the delivery of Items and/or performance of Services.

8. The Customer is obliged to check the accuracy of an invoice upon receipt. Complaints about the accuracy of an invoice must be reported to DimixScreen In Writing within 7 days of the invoice date, on pain of forfeiture of the right to contest the invoice.

9. The Customer is never entitled to set off or suspend any payment obligation towards DimixScreen.

Article 7: Liability of DimixScreen

1. In the event of an attributable failure or unlawful act by DimixScreen, the total liability of DimixScreen is limited to free repair or replacement of the Items delivered by DimixScreen.

2. DimixScreen, its employees, and third parties engaged by it are not liable for damage to persons, property, or the business of the Customer and/or third parties resulting from defects in Items delivered and/or Services provided by DimixScreen, except in the case of gross negligence, willful misconduct, deliberate or attributable recklessness on the part of DimixScreen or managerial personnel of DimixScreen.

3. In particular, DimixScreen is never liable for consequential loss or damage suffered by the Customer, including but not limited to damage to items other than the Items delivered by DimixScreen, loss of profits, lost savings, business interruption loss, or damage resulting from claims by third parties arising directly or indirectly from or related to Items delivered and/or Services performed by DimixScreen.

4. Any obligation of DimixScreen to pay damages on the basis of an attributable failure or on any ground whatsoever is limited to the amount actually paid out under the liability insurance policy of DimixScreen, plus the deductible amount payable by DimixScreen. If the liability insurance of DimixScreen makes no payout, total liability is limited to the invoice amount of the relevant Item or Service.

5. The Customer indemnifies and holds harmless DimixScreen against all claims from third parties arising directly or indirectly, immediately or mediately, from or in connection with Items delivered and/or Services performed by DimixScreen.

Article 8: Customer's Duty of Inspection and Complaint for Defects

1. The Customer must inspect immediately upon delivery of an Item or performance of a Service whether the delivered Item or performed Service is defective. Upon delivery of a Machine, the Customer must inspect whether the Machine has any defects at the latest at the time of commissioning.

2. The Customer can no longer invoke a defect in the delivered Item or in the performed Service if the Customer has not notified DimixScreen In Writing within 14 days (expiry period) after delivery, specifying the nature and extent of the alleged defect.

3. In the event of timely submitted complaints, the Customer shall give DimixScreen the opportunity to investigate the validity of the complaint. If the complaint is justified, the Customer shall grant DimixScreen a reasonable period to proceed with free replacement or repair of the delivered Item and/or performed Service.

Article 9: Warranty by DimixScreen

1. DimixScreen grants the Customer a warranty on a Machine, with the exception of software, in accordance with the Machine Warranty Conditions of DimixScreen applicable to all Machine deliveries by DimixScreen to the Customer. DimixScreen provides no warranty on delivered Consumables, spare parts, or Services.

Article 10: Force Majeure

1. Force majeure on the part of DimixScreen means, in addition to what is understood under Dutch law and case law, all external causes preventing normal compliance over which DimixScreen has no influence, regardless of whether that circumstance was foreseeable at the time the Agreement was concluded. Such causes include, for example, strikes, general shortage of raw materials, unforeseeable stagnation at suppliers or third parties upon whom DimixScreen depends, government measures, general power failures, and general transportation problems.

2. DimixScreen may also invoke force majeure if the circumstance preventing performance occurs after DimixScreen should have fulfilled its obligation.

3. During the period of force majeure, DimixScreen is entitled to suspend all its obligations, and any indicative delivery time specified shall be extended by the duration of the force majeure.

4. If force majeure on the part of DimixScreen lasts longer than 3 months, permanent force majeure exists. In that case, each Party is entitled to dissolve the Agreement In Writing without any liability for damages arising for either Party.

Article 11: Dissolution and Cancellation

1. The Customer is not entitled to dissolve the Agreement, except in the case of a price increase by DimixScreen as set forth in Article 5.4 of the General Terms and Conditions and in the event of permanent force majeure on the part of DimixScreen as set forth in Article 10.4 of the General Terms and Conditions.

2. DimixScreen is entitled, without any obligation to pay damages arising for DimixScreen, to dissolve the Agreement judicially or extrajudicially in whole or in part in the event of late payment or non-payment by the Customer; if in the opinion of DimixScreen there is well-founded fear of late payment or non-payment by the Customer; if bankruptcy of the Customer is applied for or declared; if the Customer applies for suspension of payments or a moratorium is granted; if the Customer is dissolved, liquidated, or otherwise ceases its operations; in the event of attachment of the Customer's assets; and – if the Customer is a natural person – in the event of death, application for or admission to statutory debt rescheduling, or placement under guardianship. Extrajudicial dissolution must occur In Writing.

3. If the Agreement is dissolved in whole or in part by DimixScreen due to any of the defaults stated in Article 11.2, the Customer is obliged to compensate DimixScreen for all damage suffered (lost profit, depreciation of the Item, dismantling costs, and transport costs), in addition to other statutory rights. DimixScreen is entitled to set off its damage against any amount refundable to the Customer.

4. The Customer is not entitled to nullify or void the Agreement on any ground whatsoever.

Article 12: Default and Notice of Default

1. Except for strict deadlines specified in the Agreement or General Terms and Conditions, a Party is only in default after receiving a written notice of default and failing to remedy the non-compliance.

2. A notice of default must be issued In Writing, observing a reasonable cure period of 14 days, unless the Parties have agreed on a different period as specified in Article 3.3.

Article 13: Governing Law and Choice of Forum

1. The legal relationship between the Parties is governed exclusively by Dutch law. Dutch law applies to all current and future Agreements, obligations arising therefrom or related thereto, non-contractual obligations, these General Terms and Conditions, and all negotiations between the Parties.

2. The District Court of Oost-Brabant has exclusive jurisdiction to hear and decide all disputes arising from or in connection with current and/or future Agreements and obligations between the Parties.

3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.

Article 14: Interpretation of General Terms and Conditions

1. In the event of a dispute concerning the interpretation or construction of these General Terms and Conditions, the Dutch language version shall be leading and prevailing.

General Terms and Conditions of Sale - DimixScreen Belux BV (Belgium)

Slamstraat 10, 3600 Genk, Belgium | Enterprise No.: BE 0643.503.542

Article 1: Object and Scope of These General Terms and Conditions

These general terms and conditions form an integral part of every sales contract. The buyer's terms and conditions cannot be invoked against DimixScreen Belux. If any of the present provisions should be unlawful or void, the remaining provisions shall remain fully applicable.

Article 2: Offers and Commitments

Quotations and offers are given for information purposes only and are non-binding. A sales contract only comes into existence, and DimixScreen Belux is only bound, upon DimixScreen Belux's written acceptance of the buyer's order. Delivery or dispatch of the invoice shall count as acceptance if not preceded by a separate written acceptance.

Article 3: Delivery

The delivery times and/or dates stated by DimixScreen Belux or the buyer are purely indicative. They do not bind DimixScreen Belux, and exceeding them cannot give rise to any liability on the part of DimixScreen Belux. DimixScreen Belux may make partial deliveries. DimixScreen Belux may at any time request security before delivering. Unless expressly agreed otherwise in writing by DimixScreen Belux, delivery is made Ex Works (EXW).

If the buyer fails to take delivery of the goods within the agreed period or on the agreed delivery date, and this is not attributable to DimixScreen Belux or force majeure, the buyer shall, by operation of law and without prior notice of default, owe storage costs of 1% of the total invoice amount for each started month of delay. Without prejudice to the foregoing, as soon as the delay in taking delivery exceeds one month and subject to written notice of default, DimixScreen Belux may, at its option, enforce performance or dissolve the contract, without prejudice to DimixScreen Belux's right to claim compensation for proven damages.

Article 4: Transfer of Risk

The transfer of risk takes place upon handover of the goods to be delivered to the carrier and at the latest when they leave the factory/warehouse, even in the case of FOB, CIF, FREE, etc. delivery and regardless of whether DimixScreen Belux bears the transport costs or not. If the buyer receives the goods with delay through its own doing, the transfer of risk takes place on the day the goods should normally have been dispatched or collected.

Article 5: Visible and Hidden Defects

Any visible defect affecting the delivered goods, including quantity discrepancies or non-conformity, must be clearly, precisely, and in writing reported upon delivery, on pain of forfeiture of the right to invoke it later. Any hidden defect must be clearly, precisely, and in writing reported directly to DimixScreen Belux within five working days after discovery and within one year after delivery, on pain of forfeiture of the right to invoke it later. Without prejudice to the above, DimixScreen Belux only warrants defects insofar as it is proven that they existed prior to the transfer of risk and are attributable to it. Defective goods must not be resold or transferred by the buyer and may only be returned to DimixScreen Belux with its prior and express written agreement.

Article 6: Prices - Payment

Prices are Ex Works, including packaging. All taxes, duties, and levies are payable by the buyer. All invoices are payable without discount or set-off within 30 days from the invoice date to DimixScreen Belux's bank account in Belgium (IBAN: BE 30 7370 4479 1411, BIC: KREDBEBB). Amounts remitted to DimixScreen Belux prior to delivery are considered advance payments on the invoice and do not accrue interest. In the event of late payment, interest of 1% of the outstanding invoice amount per started month of delay is due by operation of law and without prior notice of default, as well as a fixed indemnity of 15% of the invoice amount with a minimum of €125 per invoice, without prejudice to DimixScreen Belux's right to claim higher damages if it can prove greater loss. No complaint whatsoever relieves the buyer of its obligation to pay by the due date.

Article 7: Products

Information regarding the properties of DimixScreen Belux products is purely informative and constitutes no warranty whatsoever. Prior to any use, the buyer must determine on a case-by-case basis whether the material is suitable for the intended use.

Article 8: Liability

The liability of DimixScreen Belux is in all cases limited to the invoice value of the defective goods. This value always constitutes the maximum compensation. DimixScreen Belux is not liable for damage or costs arising directly or indirectly from the use or defect of DimixScreen Belux products.

Article 9: Force Majeure

Cases of force majeure, acts of government, strikes, lock-outs, machinery breakdown, riots, default by DimixScreen Belux suppliers, etc., entitle DimixScreen Belux, at its option, to cancel the order in whole or in part, or to suspend performance for the duration of the hindrance plus a reasonable restart period, in either case without prior notice or liability for damages.

Article 10: Default, Suspension, Dissolution

If the buyer fails to properly or timely perform any obligation towards DimixScreen Belux on any ground whatsoever, as well as in the event of liquidation, bankruptcy, suspension of payments, or cessation of activities of the buyer or any circumstance giving DimixScreen Belux reasonable cause to doubt the buyer's solvency, all claims of DimixScreen Belux against the buyer shall become immediately and fully due and payable by operation of law and without notice of default. In such cases, DimixScreen Belux may also, without notice of default and without judicial intervention, at its option, suspend performance of the contract or dissolve the contract in whole or in part, without any liability for damages, and without prejudice to its other rights.

Article 11: Retention of Title

The goods remain the property of DimixScreen Belux until they have been paid in full.

Article 12: Applicable Law and Jurisdiction

The contract concluded between the parties is governed by Belgian law, including the United Nations Convention on Contracts for the International Sale of Goods of 11/4/1980 (CISG). For any dispute of any nature whatsoever, the courts of the judicial district where DimixScreen Belux has its registered office shall have exclusive jurisdiction, even in the case of bills of exchange drawn on the buyer, on the understanding that either party may always be summoned before the courts of the place where its registered office is established.

Article 13: Warranty by DimixScreen

DimixScreen grants the Customer a warranty on a Machine, with the exception of software, in accordance with the Machine Warranty Conditions of DimixScreen applicable to all deliveries of Machines by DimixScreen to the Customer. DimixScreen provides no warranty on delivered Consumables, spare parts, or Services.