General terms and conditions
GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES OF DYMA GROUP COMPANIES
March 2019 edition
These general terms and conditions apply exclusively to any sales and/or business contract covered by an order (s) customers place with the Company, subject to any special terms and conditions derogating therefrom that may apply under the terms of a written document signed by the Company. Consequently, any other terms and conditions provided by the customer, at any time or in any form whatsoever, will not apply.
2. CONTRACT INDIVISIBILITY
In the event of the customer's failure to fulfil one of its obligations, the Company is authorised to suspend by rights the fulfilment of its own obligations and to consider all its debts and receivables towards this customer as a single contractual commitment. The Company may offset debts and receivables due from the customer.
3. CUSTOMER INFORMATION
Information to be provided by the customer must be offered to the Company in accordance with the schedule specified in the offer or contract or, failing that, at the same time as the customer signs the contract. Any delay in providing this information constitutes an omission by the customer and extends the delivery times. The Company is in no way liable for any defects, errors or omissions in the information provided to it by or on behalf of the customer.
Prices applied by the Company are, unless otherwise specified in the contract, the prices in force on the date of the order. In the event of orders spread over time and changes in prices, the new price will be applicable at the end of a period of one month from the date of its notification to the customer by fax, e-mail or letter.
The Company's invoices are payable, unless otherwise specified, to its registered office within 30 days of their date of issue.
Any delay in the payment of sums owed to the Company will be considered an omission by the customer and will by rights and without any notice give rise to the deduction of a late-payment interest equal to 12% per year from the due date as well as a fixed penalty equal to 15% of the sums due. Any delay in the payment by the customer entitles the Company to immediately suspend the provision of its services, or to terminate the contract at the customer's sole risk.
In the case of instalments, the last amount due may be required by the Company upon delivery of the equipment, products or services.
When the price of the order is fixed, it will, in the event of an extension of the delivery time due to an exemption-related cause or an act or omission on the part of the customer, be reviewed on the basis of changes in price factors that occurred during the extension period.
When the price of the order is subject to revision, the revision formula will be adapted, if necessary, according to the extension of the delivery deadlines.
6. INDIRECT AND CONSEQUENTIAL DAMAGES
The Company may in no circumstances be held liable vis-à-vis the customer or third parties for compensation for loss of production, loss of profit, loss of use or opportunity to contract, or any other consequential economic or indirect damage whatsoever, in particular for compensation that the customer may have to pay to third parties.
7. INTELLECTUAL PROPERTY
Any documents and technical information that are provided by the Company to the customer during the quotation or completion of sales or business are the exclusive intellectual property of the Company or the manufacturer of the equipment or products. Consequently, these documents and information may be used only in the context of the sale and/or the proposed business and may not be disclosed to third parties, of any kind, without the prior written consent of the Company.
8. TIME LIMITS
Unless otherwise expressly provided for in the specific terms of the order concluded between the Company and the customer, the completion times are provided as an indication and may not result in the application of penalties, indemnities or deductions relating to payments by the customer, nor the termination of the contract. In any event, the Company is exempt from any liability for delays resulting from force majeure or any cause unrelated to the Company's personal circumstances, such as, and without this list being exhaustive, strikes, delays or failures of the Company's suppliers or subcontractors, delays in obtaining regulatory authorisations or permits, delays in transport, etc,...
The products sold by the Company are warranted against any manufacturing or material defects from the date of delivery for a period of 6 months for professional products and 12 months for other products, including digital photo products. Work under the warranty does not extend the duration of the warranty. The presentation of the warranty certificate will be strictly required when the warranty is invoked. Under this warranty, the Company's only obligation will be to replace or repair the product or component found to be defective free of charge, unless this method of compensation is impossible or disproportionate. To qualify for the warranty, the customer must inform the Company within eight days at the latest of the occurrence of the defect and allow it to establish any previous findings. The warranty does not apply to apparent defects not reported at the time of delivery, nor to indirect and/or consequential damage. Also excluded are defects and deterioration caused by normal wear and tear, abnormal use or defective maintenance of the product, or by a change to the product not planned or specified by the Company or the manufacturer. In addition, the customer should strictly comply with the manufacturer's instructions and guides, which define the daily period and conditions for using the products and equipment delivered.
For its service companies, the Company accepts a best efforts obligation, i.e. the commitment to carry out the work only in accordance with the rules of good practice and according to its optimum possibilities. In the event of a shortcoming in the provision of its services, the Company's warranty is expressly limited to the replacement, restoration or repair of the part of the supplies and/or services jointly established as defective.
The warranty is valid for 6 months from the date of delivery of the services and supplies accompanying them, subject to the manufacturers' warranty clauses specifying, where applicable, more restrictive warranty terms and conditions or periods, which, in this case, will apply specifically to these. In order to qualify for the warranty, the customer must notify the Company as soon as possible, but no later than 8 days and in writing, of any defects that have arisen. The customer must provide the Company with every means of identifying and remedying them.
The Company thus notified will act promptly and, at the latest, within 8 business days. Unless the defect is of such a nature that it is necessary to carry out the repair at the installation site, the customer must return to the Company for repair or replacement any part in which a defect has been found under the terms of this article. In such a case, the Company's obligations hereunder will be deemed to have been fulfilled, with respect to the defective part, by the delivery to the customer of this duly repaired part or of a replacement.
Unless otherwise agreed, the customer will bear the cost and risk of transporting defective parts and replacements between the installation area and the Company's headquarters or the manufacturer's workshop.
Defective parts replaced in accordance with this clause will be made available to the Company.
The Company's warranty does not apply in the event of defects resulting either from materials or services provided by the customer or by third parties, or from a design made or required by the customer.
The Company's warranty covers only defects that occur in the conditions of use provided for in the contract and during the normal and correct use of the products and materials. It does not apply to defects whose cause is subsequent to delivery and, in particular, in cases of poor maintenance by the customer or user, changes made without the Company's written consent, untoward repairs made by the customer or by third parties, or damage or normal wear and tear.
The Company will not assume any liability in excess of the obligations set out in this article. It is expressly agreed that the Company will not be liable to the customer or third parties for any compensation for accidents to persons or damage to property other than that covered by the contract, or for loss of production, unserviceability or unemployment of personnel or equipment, or for loss of profit.
In the event that the customer is entitled to claim damages from the Company for any liability assumed by the Company, the amount of compensation is expressly limited to 10% of the value of the contract up to a maximum of €25,000.
10. RISKS AND INSURANCE
The risks relating to equipment and products covered by the sales or business contract will pass to the customer as soon as they leave the Company's headquarters or the manufacturers' factories or those of their subcontractors. Consequently, it is up to the customer to take out all the necessary insurance policies to cover, in particular, the risks of loss, destruction, deterioration, disappearance or damage.
11. RESERVATION OF TITLE
Without prejudice to the application of Article 10 above, any materials or products delivered by the Company to the customer or to third parties at the customer's request will remain the property of the Company until the Company's price or supplies have been paid for in full.
12. APPLICABLE LAW - DISPUTES
The national law of the Company's registered office is applicable to any contract between the Company and the customer.
Otherwise, the dispute will be referred to the exclusive jurisdiction of the courts in the district in which the Company's registered office is located.