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General conditions of DP20 B.V.

Article 1: Applicability
1.1. These terms and conditions apply to all offers made by DP20 B.V., to all agreements that DP20 B.V. enters into and to all agreements arising from this.
1.2. In the event of conflicts between the agreement entered into by DP20 B.V. and the purchaser and these terms and conditions, the provisions of the agreement will prevail.

Article 2: Prices
2.1. The prices stated are denominated in euros, excluding VAT, shipping costs and other government levies or taxes.

Article 3: Confidentiality
3.1. All information provided to the purchaser by or on behalf of DP20 B.V. of whatever nature and in whatever form, are confidential, and the purchaser will not use it for any purpose other than for the implementation of the agreement.
3.2. The purchaser will not disclose or reproduce the information referred to in paragraph 1 of this article.

Article 4: Delivery period
4.1. Delivery periods stated are indicative.
4.2. The delivery period only commences once an agreement has been reached on all commercial details and the agreed payment has been received.
4.3. Under no circumstances does exceeding the agreed delivery period give the purchaser the right to compensation or to terminate the agreement. The purchaser indemnifies the supplier against any third-party claims due to exceeding the delivery period.

Article 5: Delivery and risk transfer
5.1. From the moment of delivery, the delivered goods are at the risk of the purchaser. From this moment on, the purchaser bears the risk of loss, damage or any other depreciation of the delivered goods.
5.2. If goods are exchanged and the purchaser retains the goods to be exchanged pending delivery of the new goods, the risk of the goods to be exchanged remains with the purchaser until the time that it hands over the goods to DP20 B.V. If the purchaser in unable to deliver the goods to be exchanged in the condition in which it was when the agreement was concluded, the supplier may terminate the agreement.

Article 6: Force majeure
6.1. If DP20 B.V. fail to fulfil its obligations, this cannot be attributed to DP20 B.V. if this failure is due to force majeure.
6.2. Force majeure includes, inter alia, if third parties engaged by DP20 B.V. – such as suppliers, subcontractors and transporters, or other parties that DP20 B.V. is dependent on – do not meet their obligations or do not do so on time, or circumstances due to weather conditions, natural disasters, terrorism, cybercrime, disruption of digital infrastructure, fire, power failures, loss, theft or loss of tools, materials or information, roadblocks, strikes or work interruptions and import or trade restrictions.
6.3. DP20 B.V. is entitled to suspend fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the purchaser due to force majeure. Once the force majeure circumstances no longer apply, DP20 B.V. will fulfil its obligations as soon as its planning permits.
6.4. If it concerns force majeure and fulfilment is or becomes permanently impossible, or the temporary force majeure circumstances have lasted for more than six months, DP20 B.V. is entitled to terminate the agreement with immediate effect either entirely or in part. In those cases, the purchaser is entitled to terminate the agreement with immediate effect, but only for that part of the obligations that DP20 B.V. has not yet fulfilled.
6.5. The parties are not entitled to compensation for the damages suffered or to be suffered as a result of the force majeure, suspension or termination as referred to in this article.

 Article 7: Invoices, payment, claim ability and security
7.1. DP20 B.V. only sends invoices in electronic format by e-mail to the purchaser.
7.2. Payment is made via iDeal or PayPal. Shipping will be initiated after receipt of payment.
In case of ‘payment on account’, payment must be made within 14 days of the invoice date.
7.3. The full claim by DP20 B.V. for payment against the purchaser is immediately due if:
a) a payment term has expired;
b) bankruptcy or suspension of payment of the purchaser has been applied for;
c) attachment has been levied on the goods or claims of the purchaser;
d) the purchaser (a company) dies, is dissolved or liquidated;
e) a request is made towards or on behalf of the purchaser to be admitted to legal debt restructuring or to be placed under guardianship.
7.4. A payment is first deducted from the costs, then against the interest that has appeared and then against the oldest outstanding principal amount.
7.5. The purchaser is not entitled to deduct or settle any amount from DP20 B.V. on a claim of DP20 B.V. due to a counterclaim made by the purchaser, whether or not due and payable, unless DP20 B.V. has been declared bankrupt.
7.6. All costs of collection, after the purchaser is in default, both judicial and extrajudicial, will be charged to the purchaser. The extrajudicial costs are set at – at least – 15% of the principal sum and interest still due, with a minimum of €250 excluding VAT, without prejudice to the right of DP20 B.V. to claim the actual extrajudicial costs from the purchaser, if they exceed this set of amount.
7.7  In the purchaser does not fulfil any of its obligations toward DP20 B.V., of the agreement, or if DP20 B.V. may reasonably suspect that the purchaser will not or will not be able to fulfil any obligation as referred to above in the future, DP20 B.V. has the right, at its option, without being obliged to pay any compensation:
a) demand payment in advance, or proper security for payment, or immediate payment upon delivery, for payment obligations under all current and yet to be concluded agreements;
b) to suspend deliveries (as well as the preparation and processing of products intended for delivery) without prejudice to the right of DP20 B.V. to demand simultaneous or later security for payment;
c) to dissolve the relevant agreement in full or insofar as it has not been performed with immediate effect:
d) to dissolve one or more or all current purchase agreements in respect of which the purchaser is not in default, wholly or insofar as not performed, with immediate effect, without prejudice to the right of DP20 B.V. to claim full compensation for damage from the customer.
7.8. Regardless of the agreed payment conditions, the purchaser is obliged at the first request of DP20 B.V. to provide sufficient security for the fulfilment of its financial obligations towards DP20 B.V. If the purchaser does not comply with this within a reasonable period of time, the purchaser is in default by operation of law and has DP20 B.V. the right to dissolve the agreement and to recover its damage from the purchaser.

Article 8: Liability
8.1. In the event of an attributable failure, DP20 B.V. is still obliged to fulfil its contractual obligations, with due observance of Article 11.
8.2. The supplier’s obligation to compensate damages – regardless of the grounds – is limited to the damage against which DP20 B.V. is covered under an insurance policy taken out by it or on its behalf. However, the scope of this obligation is never greater than the amount paid out under this insurance in the case in question.
8.3. If, for whatever reason, DP20 B.V. does not have the right to invoke paragraph 2 of this article, the obligation to compensate damage is limited to a maximum of 15% (excluding VAT) of the total agreed price for that part of that partial delivery.
8.4. Consequential damages do not qualify for compensation. Consequential damages include inter alia business interruption losses, loss of production, loss of profit, penalties, transport costs, and travel and subsistence expenses. The purchaser can take out insurance for these damages if possible.
8.5. DP20 B.V. is not obliged to compensate damage to, by, or on behalf of the purchaser delivered material, as a result of improper processing.
8.6. The purchaser indemnifies the supplier against all third-party claims due to product liability as a result of a defect in a product that has been delivered by the purchaser to a third party and of which the products or materials supplied by DP20 are a part. The purchaser is obliged to reimburse all the damages suffered by DP20 B.V. in this respect, including the (full) costs of the defence.

Article 9: Complaints
9.1. After delivery, the purchaser must inspect the goods as soon as possible and inform DP20 B.V. in writing of any visible defects, at the latest within 24 hours after delivery. DP20 B.V. accepts no liability for such defects that are reported after that period and is in that case not obliged to repair or replace the delivered goods. In that case, the purchaser cannot return the goods to DP20 B.V.
9.2. The purchaser has a general obligation to investigate other defects than those referred to in this article under 9.1. If, after investigation, the purchaser is of the opinion that a product is defective, or should have known that a product in defective, he must as soon as possible, but no later than 14 days after he has become aware of a defect, inform DP20 B.V. thereof in writing with a description in sufficient detail of the nature and scope of the defect. If a complaint is submitted on time, the purchaser will give DP20 B.V. the opportunity to check the product concerned. If the complaint is not submitted properly and on time, it will not be considered for treatment.
9.3. If the complaint is found to be well-founded by DP20 B.V., it will be given the necessary time to carry out the required repair or, at the option of DP20 B.V., to replace the rejected product.
9.4. Complaints submitted on time will also not be processed and the products concerned cannot be returned if it appears that those products have been changed or repaired without the consent of DP20 B.V.
9.5. Submitting a complaint does not entitle the purchaser to suspend payment and does not release him from his payment obligations towards DP20 B.V.
9.6. The purchaser must submit complaints about the amount of the invoice to DP20 B.V. in writing, under penalty of forfeiture of his rights in this respect, but no later than one week after the payment term. If this complaint arrives later than the term set, the complaint will not be considered for treatment and the purchaser will continue to owe the invoice amount to DP20 B.V. in full.

Article 10: Return
10.1. If the purchaser renounces the purchase within 14 days after receipt of the goods, calculated from the day of receipt, he will contact DP20 B.V. by telephone, through +31 88 23 23 650. Conditions for return are in any case:
– The product is unused and in new condition. If this is not the case, DP20 B.V. will waive a refund.
– The costs and responsibility for returning the goods are for the purchaser. DP20 B.V. does not organize or facilitate return shipment. Return shipments that are sent COD will not be accepted by DP20 B.V.
10.2. After receipt of the return shipment, DP20 B.V. will arrange any settlement or refund as soon as possible, but no later than 14 days.

Article 11: Guarantee
11.1. For the repair or remedy of defects in products supplied by DP20 B.V., the warranty obligations of DP20 B.V. do not exceed the scope of the supplier’s warranty obligations for DP20 B.V.
11.2. The guarantee does not cover defects that are the result of:
– normal wear and tear;
– improper use;
– lack of or incorrect maintenance;
– installation, assembly, modification or repairs carried out by the purchaser or third parties;
– faulty or unsuitable materials or tools used by the purchaser.
11.3. To be eligible for warranty, we kindly refer to the instructions as mentioned in article 9.
11.4. Unless the nature of the defect requires that repair must be carried out at the place where the product is located, the customer will return any part showing a defect as referred to here, at his own expense for repair or replacement to DP20 B.V. In that case, DP20 B.V. is deemed to have complied with the warranty obligation as soon as the repaired part or a part has been made available to the customer or its carrier for replacement.
11.5. The defective products that have been replaced by DP20 B.V. on the basis of this article, become the property of DP20 B.V. by operation of law after replacement.
11.6. The assertion that DP20 B.V. does not fulfil a warranty obligation does not release the purchaser from the obligations arising for him from an agreement concluded with DP20 B.V.
11.7. Right under this article are not transferable by the purchaser.

Article 12: Disputes
12.1. The agreement with the purchaser is exclusively governed by Dutch law.
12.2. The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation that may be excluded.
12.3. All disputes are exclusively settled by the competent court in Arnhem (Gelderland court, location Arnhem).