TERMS AND CONDITIONS

COMPANY DETAILS
DAM BV
Nijverheidsstraat 54F
2160 Wommelgem
Belgium
+32 3 449 88 11
info@dam.be
VAT-number: BE 0448.758.226

GENERAL
Except for other written agreements, these general sales conditions are appropriate to all quotations made by DAM BV, every closed agreement between DAM BV and the customer, all invoices made by DAM BV and this without regard to the residence or legal seat of the customer irrespective of where the delivery must be carried out.
The general sales conditions of the customer are only valid if they were accepted in writing and explicitly by DAM BV.
At contradiction between eventually accepted general purchase conditions and the current general sales conditions of DAM BV this last one is valid, even if the purchase conditions of the customer stipulates the opposite or if these have been communicated later.

QUOTATIONS
All quotations, verbal or in writing, are entirely without engagement, unless it has been explicitly stipulated differently in written.
If certain costs, having an influence on the agreed price, increase due to circumstances independently of the will of DAM BV, DAM BV has the right, by simple notification, to increase in the price accordingly.

ORDERS
Orders accepted by representatives or middle-agents of DAM BV only binds DAM BV after a written order confirmation, or via our webshop or e-mail. Cancellations of orders by the customer can only be accepted in written and under the following conditions explained in the paragraph below. An order can be cancelled free of charge within 1h of the order confirmation or provided DAM BV has not started with the execution of the order.
In any other case, the customer is indebted of 20% of the selling price of goods. When a commencement of the order has been taken place, all generated costs, beside before-mentioned fixed indemnifications will also be recovered on the customer. DAM BV has the right to modify or stop at any time any offered product or product range due to production requirements, demand alterations, production optimalisation,…

DELIVERY
The agreed delivery terms are not binding. Exceeding the delivery deadline, an incomplete delivery or when the supplier cannot deliver because of unexpected circumstances, cannot give cause to any responsibility of DAM BV, nor could be a ground to dissolute any agreement.

LACKS - COMPLAINTS
A. In order to be admissible, complaints due to visible damage or defects must be communicated by the client to DAM BV in writing no later than five (5) days after the date on which the goods were delivered. If DAM BV does not receive a written complaint from the client within the said period, the purchaser is presumed to have accepted the goods.

B. Complaints due to hidden defaults, under penalty of non-receivable, must be communicated by the customer to DAM BV by means of a registered letter at the latest eight days after the discovery of the lack and at the latest thirty six (36) months after the supplying date of the goods. In any case each claim concerning hidden defaults, will expire after a period of four months after the legal notification to DAM BV. Parties agree that in case of a complaint concerning hidden defaults from goods provided by DAM BV, these hidden defaults must be determined in a contradictory manner between the parties, if not, DAM BV cannot be held responsible.

C. In any case, no more complaints can be accepted due to visible and/or hidden defaults if supplied goods have been handled/modified or treated. The protection duty of DAM BV is only valid if all provided DAM BV components or finished products were delivered by DAM BV and were only used for the purposes for which these goods are designed by their nature and this according to the instruction data-sheet of the product.

D. In case of an acceptable and founded complaint concerning defaults to goods, DAM BV has the choice to replace the concerned product without costs, or to refund the DAM BV purchase price against a return delivery of the faulty product, or to propose a price-reduction determined by DAM BV according to the nature of the default.

E. Return deliveries can only be accepted after a written authorization by DAM BV and this authorization includes by no means recognition of its liability. The return delivery is organised in any case at the expense of the customer.

F. A complaint can never relieve a customer of the obligation to pay the amount of the invoices at the determined due data of the agreement and according to the stipulated conditions. A complaint, even if valid, does not authorize the customer to refuse the implementation of the agreement for goods which are not subject of this complaint.

G. The circumstance that supplied goods would not be appropriate for the use aimed by the customer can under no circumstance be used as a reason for a receptive and founded complaint. DAM BV gives no explicit or implicit guarantee to this point.

LIMITED WARRANTY & LIMITED LIABILITY
These warranty conditions apply to all products (the “Product” or “Products”) manufactured and distributed by DAM BV.
This Limited Warranty gives you specific legal rights. You may also have other legal rights that vary by state, province or jurisdiction. The disclaimers, exclusions, and limitations of liability under this Limited Warranty will not apply to the extent prohibited by applicable law.
 
LIMITED WARRANTY
DAM BV warrants the Products against defects in materials and workmanship under normal use for a period of three (3) years from the date of purchase or achieving 500,000 cycles, whichever comes first (“Warranty Period”). If a Product is returned to DAM BV during the Warranty Period as provided below, and DAM BV determines that the Product is defective, DAM BV will either repair or replace the unit with either a new or a refurbished DAM BV Product, or refund the original purchase price in return for the Product, at its option. If the Warranty Period has expired or is otherwise not applicable as per the Scope and Limitation on Warranty (below), we will return the Product to you.
 
RETURN AND WARRANTY SERVICE PROCESS
Please send your product to DAM BV, freight prepaid, together with the proof of purchase and all accessories, either in the original packaging or in packaging that offers equivalent protection. Failure to return any of the accessories may result in a delay and/or result in a credit to DAM BV or an invoice for the missing accessories.
In performing warranty service, DAM BV may furnish replacement parts on an exchange basis and replaced parts will become the property of DAM BV. Replacement parts provided by DAM BV shall be new or refurbished and of comparable quality, and may be a different part that contains compatible features and functions. You will reimburse DAM BV for the inspection, testing and repair of returned equipment determined by DAM BV not to be defective or which falls under one of the warranty exclusions described below (as well as pay all shipping and handling charges). In all cases, DAM BV’s determination as to whether or not the equipment is defective and covered by warranty will be final. Any replacement equipment under warranty will be returned to you freight prepaid and will be warranted hereunder for a period of one (1) year from shipment.
DAM BV reserves the right to change the method by which DAM BV may provide warranty service to you, and your Product’s eligibility to receive a particular method of service.

SCOPE OF AND LIMITATION OF WARRANTY
The warranty on the Products are limited to the repair or replacement of defective Products as described in the Limited Warranty section above.
This warranty does not cover damage (i) due to acts of God, such as any force beyond our reasonable control, accident, misuse, abuse, negligence, commercial use or modification of, or to any part of your Product; (ii) caused by any third party product, service or system, use of the Product for purposes other than for which the Product was designed or intended, or use in improper temperature, humidity or other environmental conditions, or use of the Product in violation of written instructions provided by DAM BV. This warranty does not cover defects due to normal wear and tear or aging (e.g. discoloration), or flaws or damages resulting from continued exposure to severe weather conditions (humidity, temperature, salinity, etc…). This warranty gives you specific legal rights, and you may also have other rights which vary from state to state (and jurisdiction to jurisdiction).

DISCLAIMER OF WARRANTIES.
To the extent permitted by law, this warranty and the remedies set forth are exclusive and in lieu of all other warranties, remedies and conditions, whether oral, written, statutory, express or implied. DAM BV disclaims all statutory and implied warranties, including without limitation, warranties of merchantability and fitness for a particular purpose and warranties against hidden or latent defects, to the extent permitted by law. In so far as such warranties cannot be disclaimed, DAM BV limits the duration and remedies of such warranties to the duration of this express warranty and, at DAM BV’s option, the repair or replacement services described above. Some states (countries and provinces) do not allow limitations on how long an implied warranty (or condition) may last, so the limitation described above may not apply to you.

LIMITATION OF DAMAGES.
In addition to the above warranty disclaimers, to the maximum extent permitted by law, neither DAM BV nor its suppliers shall be responsible or liable with respect to any subject matter of this agreement or terms or conditions related thereto under any breach of contract, negligence, strict liability or any other theory (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (b) for any indirect, incidental or consequential damages including, but not limited to business interruption, loss of revenues and loss of profits. The foregoing shall apply even if DAM BV has been advised of the possibility of such damages. To the maximum extent permitted by law, DAM BV ’s aggregate cumulative liability hereunder shall not exceed the original purchase price paid for the device that caused such damage.

ACCEPTANCE INVOICE - PAYMENT
Every invoice is considered as accepted by the customer, unless a registered letter is received by DAM BV within the eight (8) days after the reception of the invoice by the customer. All invoices are payable on the social seat of DAM BV. The payment by transfer, bill of exchange or by any other manner cannot be considered as a renunciation to this stipulation and cannot imply any renewal of the debt. The payment must be in cash, without discount and in euro, except for other written agreements. All costs of payment are at the expense of the customer. All collection- and all contestation-costs regarding accepted or refused bills of exchange are fully at the expense of the customer.

In the event of full or partial non-payment on the due date, DAM BV shall send three reminders by email or by post, one every ten days. Since they are sent every ten days, you may receive your first reminder immediately after your invoice becomes due. After the third reminder, DAM BV charges an administrative fee of EUR 12.50.

In the event of non-payment, the representative from your region will discuss the situation with you. Subsequently, unpaid invoices that are past their due date are passed on to the NSZ/SNI (Neutraal Syndicaat voor Zelfstandigen/Syndicat Neutre pour Indépendants) [Belgian Neutral Union of the Self-Employed] which will also send three reminders to pay the invoice(s) that has/have become due.
Finally, we pass on the outstanding amounts to a Belgian collection agency (all countries except France), which charges a per-assignment fee of EUR 20.00 for assignments with recovery amounts less than EUR 500.00. In the case of partial recovery, the collection agency charges the following interest on the recovered amount:

Amount recovered	% of recovered amount
Up to EUR 5,000.00	12%
EUR 5,000.01 to EUR 10,000.00	10%
EUR 10,000.01 to EUR 25,000.00	8%
EUR 25,000.01 to EUR 50,000.00	6%
EUR 50,000.01 to EUR 100,000.00	4%
> EUR 100,000.00	3%

Unpaid invoices that are past their due date for customers in France are sent to a French collection agency. It applies the following rates:

Amount recovered	% of recovered amount
Up to EUR 5,000.00	12%
EUR 5,000.01 to EUR 10,000.00	10%
EUR 10,000.01 to EUR 25,000.00	8%
EUR 25,000.01 to EUR 50,000.00	6%
EUR 50,000.01 to EUR 100,000.00	4%
> EUR 100,000.00	3%

Non-payment on the due date of a single invoice renders the balance owed by all other invoices, even invoices that are not yet due, immediately due and payable by operation of law.

RESERVATION OF OWNERSHIP
Goods provided by DAM BV to the customer remain the property of DAM BV up to the moment that all due amounts have been paid by the customer to DAM BV, including all interests and costs. The customer gives DAM BV - or its mandatary - the permission to enter its premises and buildings, in order to regain property of the goods. The customer engages himself to inform the seller immediately in case of seizure on the DAM BV goods in its hands.
The customer transfers unconditionally and irrevocable to DAM BV; all potential claims on third parties, regarding sales of goods that are the property of DAM BV. The advances already paid by the customer remain acquired by DAM BV as a compensation for possible losses at resale.

VARIA
All disputes between the customer and DAM BV fall under the exclusive competence of the competent courts of the judicial district of the social seat of DAM BV. The relation between the customer and DAM BV is exclusively governed by the Belgian right. The possible nullity of one or more stipulations of these conditions does not affect the relevance of all other clauses. In case of arguments concerning the interpretation of these conditions, the English text always prevails.