General Sales and Delivery Conditions of DVM International B.V.

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General Sales and Delivery Conditions of DVM International B.V. General Sales and Delivery Conditions of DVM International B.V., established in Den Dolder, the Netherlands, and registered in the Dutch register of commerce under number 69415234.

1. Applicability
1.1 These general conditions apply to all requests for quotations, offers or orders, unless it has been expressly agreed in writing that these general terms and conditions will be deviated from.
1.2 By placing an order, the customer accepts the application of these general delivery conditions.
1.3 The applicability of special purchase conditions, sectoral (general or specific) purchase conditions or the general terms and conditions or other terms to which the buyer refers to in whatever form is excluded, except if and insofar as these have been accepted by DVM International B.V. in writing.
1.4 If the contract is subject to the applicability of these general terms and conditions, these terms and conditions will also apply in full to subsequent agreements between the same parties.
1.5 When DVM International B.V. for some time handles the provisions of these terms and conditions smoothly, this does not affect its right to still demand direct and strict compliance with these conditions.
1.6 DVM International B.V. has the right to change these general conditions without prior notification. The amended general terms and conditions apply to all orders that have been executed after the new delivery conditions have been determined.

2. Sales
2.1 DVM International B.V. only sells to business customers worldwide via its own web shops. Customers must register as such by entering the company name and registration number in the trade register of the relevant country.
2.2 DVM International B.V. has the right to refuse sales to business customers on this basis.

3. Pricing
3.1 The current prices are published in the web shop. Price changes are reserved.
3.2 The indicated prices are in Euros and several other currencies, like British pounds, Swiss francs and US dollars.
The prices in other currencies than the Euro are based on their currency rates versus the Euro.
3.3 The indicated prices are excluding Dutch sales tax (VAT) and other government taxes on sales and deliveries, unless stated otherwise.
3.4 The indicated prices are exclusive of shipping costs, unless indicated otherwise.
3.5 If a certain price has been agreed, DVM International B.V. is nevertheless entitled to change the price if DVM International B.V. can demonstrate that between the time of the offer and delivery significant price changes have taken place regarding raw materials, shipping costs, currency and / or wages or otherwise unforeseen circumstances. If the price increase exceeds 10%, the customer has the right to dissolve the agreement.
3.6 Trade discounts granted by DVM International B.V. only apply to orders with a gross value (exclusive of turnover tax) in excess of a value set by DVM International B.V. 

4. Orders and quotations
4.1 All quotations, price lists and offers are without obligation and expire as of the 15th day after the date of the offer.
4.2 The agreement between DVM International B.V. and the customer is only established after written confirmation by the customer of the acceptance of the offers and/or quotations by DVM International B.V., or from the time when DVM International B.V. has made a start on the implementation of the agreement.
4.3 Quotations are only sent via e-mail.
4.4 Orders and acceptances can only be made via the webshop of DVM International B.V. or by e-mail.
4.5 DVM International B.V. is entitled to refuse an order in whole or in part in special circumstances. A message concerning this will be sent to the customer within 5 working days after receipt of the order.

5. Invoicing
5.1 The invoice from DVM International B.V. complies with European regulations and is sent as a PDF appendix with the e-mail order confirmation. 5.2 Companies within the Netherlands are charged Dutch VAT (currently 21%). Foreign companies within the EU receive an invoice with 0% VAT. The customer must provide his international VAT number when ordering. Both the delivery address and the billing address must be outside the Netherlands and within the EU. Foreign companies outside the EU also receive an invoice with 0% VAT. For this, both the delivery address and the billing address must be outside the EU.

6. Payment
6.1 The customer can choose from various payment forms for payment. The current payment forms are shown in the web shop, as part of the ordering process. In addition, the customer can, in consultation, also opt for prepayment via bank transfer. 6.2 The customer can pay in different currencies.
6.2 The order is only shipped after full payment has been received by DVM International B.V.
6.3 The delivery time starts from the moment of receipt of payment.
6.4 When you place an order and pay with a credit card, the amount is immediately debited.

7. Delivery time
7.1 The by DVM International B.V. specified delivery times and other performances to be executed by DVM International B.V. in said delivery times is global and only informative. Exceeding them does not entitle the (potential) customer to compensation or dissolution.
7.2 The customer is obliged to accept delivery of the purchased goods at the time when they are delivered to him, or at the moment at which they are made available to him according to the agreement. If the customer refuses the acceptance or is negligent with the provision of information or instructions necessary for the delivery, return freight, storage costs and other costs are at the expense of the customer.

8. Delivery
8.1 DVM International B.V. is entitled to deliver partial orders.
8.2 The delivery is handled by a carrier, to be determined by DVM International B.V., to the address given by the customer.
8.3 The risk in respect of a delivered item transfers to the customer at the time of shipment.
8.4 The customer is obliged to return loaned packaging, such as pallets, within 14 days empty and in undamaged condition. Costs resulting from a late return, from replacement, from repair or from cleaning are at the customer's expense.

9. Complaints and return shipments
9.1 The customer must check the delivered products for damage immediately upon receipt.
9.2 If a product is damaged, the customer must immediately provide a clear photograph to DVM International B.V. Send it to:
9.3 DVM International B.V. will inspect and judge this complaint and, if the complaint is justified, credit the products or label them as a return shipment.
9.4 Only after consultation with DVM International B.V. these products can be returned to DVM International B.V. whereby the costs are reimbursed by DVM International B.V.

10. Indicative data
10.1 The stated sizes, weights, numbers, colours, drawings, images, technical data, models, samples, etc. by DVM International B.V. are only informative and are only approximate. Minor deviations according to commercial practices do not count as shortcomings.

11. Warranty
11.1 On products delivered by DVM International B.V a guarantee of twelve (12) months after the date on the seal of the housing is applicable. This guarantee does not affect your rights arising from European legislation or the agreement.
11.2 No claim can be made on the warranty if:
a. Changes have been made in or to the product.
b. In case of normal wear
c. Improper installation or improper use and/or non-compliance with the guidelines of the installation manual.
d. Damage by intent or gross negligence
e. In case of external calamities, such as - but not limited to - direct lightning, power outages, etc.
f. If the customer does not (timely) give DVM International B.V. the opportunity to investigate and rectify the defect.
g. If the customer is in default and does not timely fulfil its obligations, including the payment of the invoice.

12. Liability and expiration
12.1 DVM International B.V. can not be held liable for damage resulting from incorrect, careless or incompetent use of the product.
12.2 DVM International B.V. is only liable for defects in the product that fall within the warranty period.
12.3 Any liability of DVM International B.V. is limited to replacing the product or crediting the invoiced amount, at the discretion of DVM International B.V. As far as DVM International B.V. can appeal to insurance coverage, its liability will be limited to the amount paid out in the relevant case by the insurance company.
12.4 DVM International B.V. can not be held liable for indirect and/or consequential damages.
12.5 Claims and defences of customers with regard to defects in the product will expire after one (1) year from the date of delivery.

13. Suspension
13.1 DVM International B.V. is entitled to suspend the full or partial performance of the agreement in the event that the customer does not, not entirely, not properly or not timely comply with any obligation arising from the agreement.

14. Dissolution of the agreement
14.1 DVM International B.V. is entitled to dissolve the agreement with the customer with immediate effect, and without judicial intervention, without being obliged to pay compensation for any damage whatsoever to the customer by means of a notification guaranteed for receipt in the following cases:
a. If, after the finalisation of the agreement, circumstances become known to DVM International B.V. that give good grounds to fear that the customer can not or will not meet his obligations.
b. If the requested security for the fulfilment fails or is insufficient for DVM International B.V.
c. If the customer applies for a moratorium or is in suspension.
d. If the customer is declared bankrupt or if his bankruptcy is requested
e. In the event of a shutdown or liquidation of the company of the buyer or in the event of a transfer of ownership of his company.
f. In the event of the dissolution of (a part of) the company of the buyer.
g. In the event of a substantial change in the share and/or voting ratio within the company of the buyer.
h. If a substantial part of the buyer's assets have been, or have been, placed, which attachment is not paid within a period set by DVM International B.V. the time to be determined has been removed.
i. If circumstances arise with regard to persons and/or materials, of which DVM International B.V. engages in the performance of the agreement or commits to operate, which are of such a nature that the execution of the agreement is impossible, or so objectionable and/or disproportionately expensive, that compliance with the agreement can no longer reasonably be expected .
j. If the customer does not, not completely, not properly or not timely comply with any obligation arising from the agreement vis-à-vis DVM International B.V. and despite a request thereto failed to rectify the shortcoming within seven (7) days of such request.
14.2 In case of force majeure on the part of DVM International B.V. which lasted more than six (6) months, both DVM International B.V. and the customer can dissolve the agreement by means of a notification guaranteed for receipt and only for that part of the obligations that has not yet been fulfilled. In that case, parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
14.3 In the event of dissolution of the agreement, all claims which DVM International B.V. has or will have on the buyer, are immediately and fully due and payable.
14.4 A dissolution as referred to in this article shall not have the effect that the rights of DVM International B.V., which by their nature are meant to live on, end.

15. Force majeur
15.1 Without prejudice to the other rights it is entitled to, DVM International B.V. has in case of force majeure, the right to suspend the execution of the agreement, or to dissolve the agreement without judicial intervention. This can be done by reporting this via a notification guaranteed for receipt and without DVM International B.V. being liable for any compensation, unless in the circumstances, this would be unacceptable by standards of reasonableness and fairness.
15.2 Force majeure means any shortcomings which can not be attributed to DVM International B.V. because it is not due to its fault and can not be charged to its account under law, legal act or generally acceptance in traffic.

16. Reservation of ownership
16.1 All delivered products by DVM International B.V. remain the property of DVM International B.V. until the moment of full payment of all that the customer, for whatever reason, owes towards DVM International B.V., including future claims on the customer, including interest and costs.
16.2 In the case of payment on account, all products will remain the full property of DVM International until the moment of liquidation of the balance, if any, at the expense of the customer.
16.3 The delivered products may not be given as collateral by the customer, or serve as security for claims of one (1) or several third party (s). 16.4 As security for full payment on any account whatsoever, DVM International B.V. obtains property rights on all products that (previously) have been delivered to the customer by DVM International B.V.; this includes the products that are not (or no longer) with the customer.

17. Conversion
17.1 If any provision of these terms and conditions is qualified in whole or in part by any judge as unreasonably onerous, it shall be deemed to have been converted into a provision that, as far as possible while retaining the content and scope thereof, can not be regarded as such.
17.2 The other provisions of these conditions remain in full force.

18. Applicable law and competent court
18.1 On all agreements between the customer and DVM International B.V. only Dutch law applies. The application of the Vienna Sales Convention is hereby explicitly excluded.
18.2 All disputes arising from or in connection with these conditions and legal relationships between the parties will only be submitted to the competent court in Utrecht, the Netherlands.

19. Applicable language versions of these General Sales and Delivery Conditions of DVM International B.V.
19.1 This English version of the General Sales and Delivery Conditions of DVM International B.V. are a non-juridical translation of the Dutch original. Only the Dutch original holds the juridical and applicable terms and conditions