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General terms and conditions – DSD Europe BV

Article 1 - Definitions

In these General Terms and Conditions of Delivery, the definitions below have the following meaning.

We or us

The users of these General Terms and Conditions of Delivery, trading under the name: DSD Europe, hereinafter referred to as DSD.

Buyer

The party who has instructed us to deliver products and/or services on offer.

Supplier

The party, who being the client, supplies us with goods, services or other performances capable of being expressed in money.

Web portal

Web page where the buyer orders and receives his products by means of a log-in.

Licences

Software licences supplied to the buyer from the web portal.

Digital and physical

Difference between physical products and digital products in storage and delivery.

Article 2 - Applicability

1. The terms and conditions below apply to all our offers, all agreements concluded by us, all services provided by us and anything else undertaken by us. In these terms and conditions, DSD is referred to as ‘we’, the other party as ‘buyer’.

2. All our offers - including quotations, brochures and pricelists - are subject to contract and can be revoked with no set form, even after the buyer has accepted the offer. Revocation following acceptance by the buyer shall take place as soon as possible.

3. Deviating terms and conditions are binding only if they have been confirmed by us in writing in advance.

Article 3 - Delivery

1. The items under any sales agreement shall be delivered to the buyer from our (digital) warehouse. Regardless of the provisions in article 7, the goods are at the expense and risk of the buyer from the moment they have been delivered.

2. We are entitled to carry out partial deliveries. Each partial delivery must be regarded as an independent delivery. The costs for shipping partial deliveries are payable by DSD.

3. Unless explicitly agreed otherwise, the goods are shipped at the expense and risk of the buyer, also if transport is organised by us and/or at our expense.

4. If there is a need for the buyer to cooperate in the performance of the agreement, the buyer shall at all times promptly provide us with all useful and necessary details or information and render any other assistance required.

5. If the information, equipment and/or materials required for the performance of the agreement are unavailable to us, provided to us too late or not in accordance with the arrangements, or if the buyer otherwise fails to fulfil his obligations, we are entitled to suspend the agreement and to charge extra costs in accordance with the usual rates.

6. All digital deliveries shall be sent to the buyer’s registered e-mail address.

Article 3 - Complaints

1. All complaints must be submitted in writing within eight days of delivery. When this term is exceeded, any claim against us in respect of those faults shall lapse.

2. A complaint does not suspend the obligation to pay.

Article 4 - Prices

1. The prices agreed on by the parties are guide prices only, based on the price-determining factors that apply at the time of conclusion of the agreement, exclusive of turnover tax and other taxes.

Article 5 - Delivery date

1. The delivery dates given or agreed by us shall be observed to the best possible extent.

2. However, exceeding a delivery date shall never constitute a breach of contract and shall not affect the buyer’s obligation to take possession of the goods. The buyer is entitled to cancel the agreement and refuse the goods or payment thereof following written consultation. The buyer shall never be entitled to claim compensation.

Article 6 - Payment

1. The invoice amount shall be paid into our bank account no later than 14 days after delivery, without discounts. All costs relating to the payment, including bill charges and bank charges are payable by the buyer. All other buyers must settle the invoice prior to delivery (pro forma).

2. In the event of late payment, we are, from the invoice date, entitled to charge the buyer interest on the outstanding amount, based on 1% per month, with part of a month counting as a whole month. We always charge 35 euro admistration costs.

3. All costs, following a notice of default, relating to the collection of the money owed by the buyer shall be payable by the buyer.

Article 7 - Retention of title

1. All goods delivered to the buyer remain our property until the buyer has made all payments owed to us.

Article 8 - Liability and indemnification

1. We, and persons employed by us for the performance of our agreement, including our staff, cannot be held liable by the buyer for damage or losses of any nature, loss of profits and other consequential damage or losses suffered by any party, arising from or relating to products or services delivered or made available by us, unless such damage or loss is the result of intent or gross negligence.

2. The buyer indemnifies us and the persons referred to in the previous paragraph against third-party claims under which we cannot rely on these terms and conditions.

3. Our liability is at all times limited to the amount charged or to be charged to the buyer.

Article 9 - Force majeure

1. In the event of force majeure we are entitled to regard the agreement as dissolved, without legal intervention and without us being obliged to pay compensation in that respect.

2. Situation of force majeure as a result of which we are unable to fulfil our obligations include any alien cause that cannot be attributed to us and which obstructs compliance with the agreement, or which hampers or impedes it to such an extent that we cannot in all reasonableness be expected to comply.

Article 10 - Various provisions

1. If, in the opinion of the competent court, any provision in these terms and conditions is not applicable or in violation of public order of the law, the provision in question shall be regarded as not having been written, and the parties shall replace only this provision by ne or more provisions that reflect the conflicting provision or provisions as closely as possible, while these general terms and conditions shall remain in full force.

2. All our offers and agreements concluded with us are governed by the laws of the Netherlands.

Filed at the Chamber of Commerce in Eindhoven under no. 17263294.

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