General terms and conditions of sale
- GENERAL PROVISIONS
The following provisions constitute the general conditions under which D-TECH Electronic sells its Products to its Customers.
Unless otherwise expressly agreed in writing by D-TECH ELECTRONIC, each order implies the Customer’s unreserved acceptance of these general terms and conditions of sale and the negation of the Customer’s general terms and conditions of purchase.
The Client acknowledges having read these general conditions and accepts them without the need to sign them. They may be amended or supplemented by invoice, quotation, offer or analysis report, it being understood that these amendments and additions constitute, together with these general conditions, the entire agreement of the parties in this respect. The fact that the Client has not received these conditions in his native language does not exempt him from their application.
- FORMATION OF THE CONTRACT
The order becomes firm as soon as the Customer signs the order form or D-TECH ELECTRONIC or its reseller sends an order confirmation that is not contested within 24 hours by the Customer.
The customer may only withdraw from a binding order in return for a flat-rate compensation of 10% (ten percent) of the total order amount, including VAT. Unless otherwise agreed in writing by D-TECH ELECTRONIC, our offers are valid for 30 days (thirty) from the date of dispatch. After this period, they may be modified or cancelled.
- AVAILABILITY AND DELIVERY
The functionality and characteristics of the Products may be modified by D-TECH ELECTRONIC without prior notice. D-TECH ELECTRONIC may also decide to stop marketing a Product. It is therefore the Customer’s responsibility to check the availability of the Product, its characteristics and the related services before ordering. Unless otherwise stipulated in writing by D-TECH ELECTRONIC, the delivery is made from our operating headquarters. The Customer shall bear all risks and costs related to this delivery, in particular those related to transport.
Delivery times are indicative. If a delivery is delayed for a reason beyond the control of D- 1ECH ELECTRONIC, it shall be deemed to have been made on the agreed date and no compensation of any kind may be claimed by the Customer as a result of this delay.
- PRICES, PAYMENT, TAXES
The prices given by D-TECH ELECTRONIC are indicative and may be modified without notice. It is therefore the Customer’s responsibility to check that he has the current price list. Exchange rates, customs duties, insurance, transport and purchase costs of components and services may lead D-TECH-ELECTRONIC to adjust the prices at any time. All prices are
expressed in Euros, excluding taxes, and must therefore be increased by the taxes in force on the day of the effective payment.
General terms of payment:
In the event of non-payment on any of the due dates, the other due dates shall become immediately payable, even if they have given rise to drafts. The Customer shall not be entitled to suspend payments in the event of complaints or claims during the guarantee period.
Unless otherwise agreed in writing, all our invoices are payable in cash. In the event of non- payment on the due date, interest of 10% per annum shall become payable by operation of law and without notice of default and compensation of 15% of the invoice amount with a minimum of €50.00 as a conventional, fixed and irreducible penalty clause.
In addition to these costs and interests, the amount of our invoices may be increased by €7.50 per letter sent, and by €17 per person moved. Invoices are considered to be accepted without reservation. Any invoice not contested within 8 days by registered mail will be considered as accepted by the client.
- RETENTION OF TITLE CLAUSE
Ownership of any Product sold shall only be transferred upon full payment of the Product. By “full payment”, the parties understand the receipt by
D-TECH-ELECTRONIC of the Customer’s payment, including principal, costs and taxes. Until then, the Customer shall insure the products separately, without modifying them; pledge them or sell them; and D-TECH-ELECTRONIC may take them back. If the Customer sells them before transfer of ownership, he shall become the agent and the proceeds of such sale shall accrue to us. The transfer of risks takes place upon delivery of the products.
The D-TECH ELECTRONIC Products shall be deemed to have been accepted by the Customer at the latest 7 (seven) working days after their receipt, unless the Customer informs us in detail and in full, by registered letter, of the defects found before the expiry of the aforementioned period. Acceptance covers any defects in the conformity of the Products that the Customer may notice upon receipt of the Products or during the following 7 working days after having carried out thorough and systematic checks and tests.
- INTELLECTUAL PROPERTY
Software and electronic designs (whether an original creation or an adaptation of an existing product belonging to the Customer or to D-TECH-ELECTRONIC) created by D-TECH-ELECTRONIC shall remain the sole property of D-TECH-ELECTRONIC in its capacity as author or custodian of intellectual property rights, in accordance with the legal provisions in force on intellectual property. D-TECH-ELECTRONIC therefore reserves the right to take any action to enforce its copyright and/or full ownership of the software and electronic design.
The Customer undertakes to take all necessary measures to enforce D-TECH-ELECTRONIC’s intellectual property rights on the software and electronic designs. Unless otherwise agreed by D-TECH-ELECTRONIC, the use of electronic designs other than those related to the product sold, in any form and by any process, shall be subject to the express prior approval of D- 1ECH ELECTRONIC.
D-TECH-ELECTRONIC grants a contractual warranty to the Customer for a period of 24 (twenty-four) months from the date of delivery in case of systematic and reproducible defects. In general, the warranty is excluded (i) in case of abnormal use of the Product, (ii) if the malfunctioning results from unauthorised intervention on the Product, (iii) if the malfunctioning results from normal wear and tear of the Product, misuse of the Product by the Customer or negligence or lack of maintenance by the Customer, (iv) if the malfunctioning results from force majeure, (v) if the Product has been involved in an accident For all software provided by D-TECH-ELECTRONIC and not created by it, D-TECH ELECTRONIC’s liability shall not exceed that provided by its supplier.
The warranty does not cover the material during transport and travel, which is always at the Customer’s risk. The costs related to the return of the Product to D-TECH-ELECTRONIC within the framework of the warranty are to be borne exclusively by the Customer.
If D-TECH-ELECTRONIC is found to be liable for a Product ordered under this Agreement, the maximum amount of damages it may be ordered to pay is in any case limited to the price actually paid by the Customer for the Products in question, or to the amount of the Product in question in case of non-payment.
In no event shall D-TECH ELECTRONIC or its suppliers be liable for any indirect damage, such as loss of business, loss of data or any other financial loss resulting from the use or inability to use the D-TECH-ELECTRONIC Product, even if D-TECH ELECTRONIC has been advised of the possibility of such damage. Any damage suffered by a third party is indirect damage and therefore does not give rise to compensation.
In the event of a breach by one of the parties of any of its obligations under the general terms and conditions and the invoices or quotations, the other party shall send it a formal notice by recorded delivery with acknowledgement of receipt to remedy the breach without delay.
In the event that this formal notice remains without effect 30 (thirty) days after its receipt by the defaulting party, the present contract may be terminated without prejudice to any damages that may be claimed.
- FORCE MAJEURE
D-TECH-ELECTRONIC shall not be liable for delays in the performance of deliveries or services caused by events beyond our reasonable control and shall be entitled to an extension
of time in the event of, for example: strikes, problems affecting our suppliers, transport or production, exchange rate fluctuations, acts of public authorities, natural disasters.
If such a situation lasts more than 2 months, this contract may be terminated by either party without compensation.
- PARTIAL INVALIDITY
The invalidity of any provision of these general terms and conditions shall not invalidate the entire general terms and conditions. The invalid clause shall be deemed to be unwritten.
At the request of one of the parties, the parties shall in good faith adapt the general terms and conditions in order to lawfully and as fully as possible achieve the purpose of the invalid clause.
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
This agreement and the acts resulting from it are subject to Belgian law. In the event of a dispute arising directly or indirectly from this agreement, the parties undertake to seek an amicable solution.
If such a solution cannot be found, the dispute shall be referred to the Commercial Court of Liège, notwithstanding multiple defendants or the introduction of a guarantee, even for emergency or protective proceedings, in summary proceedings or on request. (Rev. 06/2003)