General Terms and Conditions of Sale - Dune&Moss

Dune & Moss. General Terms and Conditions of Sale

ARTICLE 1 – DEFINITIONS

The following definitions apply in these general terms and conditions:

Offer: any offer of goods by Dune & Moss to a buyer at a trade fair, in a catalogue, in brochures or otherwise.

General terms and conditions: these general terms and conditions, as applicable to any offer made by Dune & Moss.

Buyer: any legal entity or professional who, exclusively for professional purposes, acquires or uses goods marketed by Dune & Moss.

Goods: all tangible goods that are the subject of an agreement, as well as any tangible results of services provided by Dune & Moss.

Force majeure: a situation in which a failure to perform cannot be attributed to Dune & Moss or to the buyer, as neither party can be held responsible for the failure, nor be held liable on the basis of law, legal act, or generally accepted practice.

Agreement: any agreement relating to the sale of goods between a buyer and Dune & Moss.

Price: the price of an offered good, as set out in Article 5 of these general terms and conditions.

Sale: a system organized by Dune & Moss for the sale of goods and/or services to buyers.

ARTICLE 2 – APPLICATION

In these general terms and conditions, "Dune & Moss" refers to VEDETTEN NV, with registered office at Markgravelei 117, Box 401, 2018 Antwerp, Belgium, company number BE 0650.802.890.

These general terms and conditions take precedence over the terms and conditions of the buyer or of any third party.

These general terms and conditions apply to every agreement and/or quotation between Dune & Moss and the buyer and form an integral part thereof. The general terms and conditions can be consulted on the back of every quotation or invoice, as well as on the Dune & Moss website, and can be obtained on simple request.

ARTICLE 3 – FORMATION OF THE AGREEMENT

An agreement is formed when the quotation is accepted by the buyer and the conditions set out therein have been fulfilled (see also Article 4).

Dune & Moss has the right to refuse an order or request, or to attach special conditions to delivery, if it has good reason to believe that the buyer may not fulfil its obligations. Such reason may be a recent negative experience of Dune & Moss with the buyer, or the buyer's failure to meet the conditions set out in these general terms and conditions or in the quotation.

ARTICLE 4 – QUOTATIONS

Unless explicitly stated otherwise, quotations from Dune & Moss are valid for a maximum of 1 month. Quotations are always prepared on the basis of information provided by the buyer and may be subject to change.

The buyer is bound by every order placed, but Dune & Moss is only bound after an explicit, written confirmation of the order by Dune & Moss or by an authorized representative of Dune & Moss. If, prior to acceptance of a quotation, any amendment or reservation is made with respect to the quotation offered by Dune & Moss, an agreement is only formed if Dune & Moss expressly agrees to that amendment or reservation.

If an order is cancelled by the buyer, the buyer owes Dune & Moss a fixed, agreed compensation equal to 50% of the order/quotation amount.

By signing the agreement, the buyer confirms having read the general terms and conditions and any instructions for use/user manual provided by Dune & Moss, and accepting and agreeing to them.

ARTICLE 5 – PRICE

The price must be stated in the quotation in writing and unambiguously, and must be given in euros.

Unless stated otherwise, prices are exclusive of VAT. Any unconditional printing or typing errors, as well as any price changes resulting from changes in VAT rates and/or other statutory levies, shall also be taken into account.

Dune & Moss will not increase the price between the time the agreement is concluded and delivery, unless:

A) the price increase results from statutory requirements or from price changes imposed by the manufacturer or supplier; or

B) the buyer wishes to make changes to the agreement after its conclusion; or

C) a manifest error has been identified.

Prices stated in a Dune & Moss quotation are exclusive of transport and delivery costs, unless stated otherwise.

ARTICLE 6 – PAYMENT

Upon acceptance of the quotation and confirmation of the order, the buyer owes a deposit of 50% of the total order amount. Production of the ordered goods begins upon receipt of this deposit.

The remaining balance of 50% is due upon delivery, unless otherwise agreed in writing.

In the event of non-payment by the due date, default interest of 1% per month on the outstanding amount shall be due automatically and without prior notice of default, together with a fixed compensation of 10% of the invoice amount, with a minimum of 75 euros.

ARTICLE 7 – DELIVERY

The standard delivery period is 6 to 8 weeks from receipt of the deposit, unless otherwise agreed in writing. Stated delivery periods are indicative and do not constitute an essential obligation, unless expressly agreed otherwise in writing.

For buyers established outside Belgium, delivery takes place EXW (Ex Works), as defined under the applicable Incoterms, from the production or storage location of Dune & Moss. In that case, transport, insurance, and import formalities are the responsibility of the buyer, unless otherwise agreed in writing.

A delay in delivery does not entitle the buyer to compensation, termination of the agreement, or refusal of payment, except in the case of gross negligence on the part of Dune & Moss.

ARTICLE 8 – RETENTION OF TITLE

The delivered goods remain the property of Dune & Moss until the price, including any costs and interest, has been paid in full. The risk in the goods nevertheless passes to the buyer upon delivery.

ARTICLE 9 – WARRANTY

A warranty of 5 years from the date of delivery applies to goods supplied by Dune & Moss, covering material and manufacturing defects.

This warranty does not apply to:

Normal wear and tear of materials and light sources. Damage caused by improper use, faulty installation, negligent maintenance, or modifications made by the buyer or third parties. Damage caused by force majeure, weather conditions outside the specified conditions of use, or external factors beyond the control of Dune & Moss.

A claim under this warranty does not entitle the buyer to compensation, other than repair or replacement of the defective good, at the discretion of Dune & Moss.

ARTICLE 10 – LIABILITY

In all cases, the liability of Dune & Moss is limited to the amount of the relevant agreement, except in the case of intent or gross negligence.

Dune & Moss is not liable for indirect damage, including consequential damage, loss of profit, or damage to third parties, arising from the use of the delivered goods.

ARTICLE 11 – FORCE MAJEURE

In the event of force majeure, Dune & Moss is entitled to suspend performance of the agreement for the duration of the force majeure event, without this giving rise to any right to compensation.

If the force majeure event continues for longer than three months, both parties have the right to terminate the agreement, without either party being entitled to compensation from the other.

ARTICLE 12 – INTELLECTUAL PROPERTY

All designs, models, drawings, and other intellectual property rights relating to the goods offered by Dune & Moss remain the exclusive property of Dune & Moss, regardless of whether they were specifically developed for the buyer.

The buyer is not permitted to copy, reproduce, or make these designs available to third parties without the prior written consent of Dune & Moss.

ARTICLE 13 – COMPLAINTS

Complaints regarding visible defects must be reported in writing within 8 days of delivery. Complaints regarding hidden defects must be reported in writing within 8 days of discovery, and in any case within the warranty period set out in Article 9.

Filing a complaint does not release the buyer from its payment obligations.

ARTICLE 14 – GOVERNING LAW AND JURISDICTION

All agreements between Dune & Moss and the buyer are exclusively governed by Belgian law.

Any dispute relating to the conclusion, validity, performance, and/or termination of the agreement falls under the exclusive jurisdiction of the courts of the district of Antwerp.

ARTICLE 15 – FINAL PROVISIONS

If any provision of these general terms and conditions is declared void or unenforceable, the remaining provisions shall remain in full force and effect. The parties will replace the void provision with a provision that most closely approximates its intended purpose.

These general terms and conditions, together with the quotation and/or agreement, constitute the entire agreement between the parties and supersede all prior oral or written agreements relating to their subject matter.

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