General Terms and Conditions
Dls-Diamonds, Rijfstraat 12, 4vd, 2018 Antwerp.
E-mail: info@dls-diamonds.com
Tel: +32 (0)3 771 10 28
Article 1 Definitions
1.1. dls-diamonds.com is the user of these general terms and conditions and shall
Hereinafter referred to as: "we".
1.2. The "other party" is understood to be any (legal) person to whom we address our
address offers, as well as those who address offers to us and those who address
gives us an assignment, or the person with whom we enter into an agreement, and furthermore
The person with whom we are in any legal relationship and, apart from this person, his
representative(s), agent(s), assignee(s) and heir(s).
1.3. The term "products/property" shall mean all products that are used in application of this
general conditions to the other party, as well as all services w.o.
advice that we perform for the other party.
1.4. "Confidential Information" shall mean: All information referred to in Article 16 of these General
conditions mentioned and all data and/or information provided by us for the purpose of closing
of the agreement or of the performance thereof and
business data. Further, this includes any data and information from third parties
received or learned about by the other party under this agreement.
Article 2 Applicability
2.1. These general terms and conditions apply to all our offers,
agreements, as well as all legal acts, deliveries and work done
by us, including legal relationships to be entered into with us in the future.
2.2. Deviations from and additions to these General Terms and Conditions shall only be binding on us if
these have been agreed upon in writing.
2.3. The general terms and conditions used by the other party and or other
conditions do not apply.
2.4. If it appears that one or more provisions of these general terms and conditions are contrary
with the law, the other provisions of these general conditions shall remain in full force and effect.
strength.
Article 3 Offer
3.1. All our offers and quotations are without obligation, unless they include a period for
acceptance, in which case the offer will expire after this period.
3.2. Amendments and or promises made after the offer either verbally or in writing will not be accepted.
made in writing by us, shall constitute a new offer, whereby the previous
offer has expired.
3.3. All offers and quotations are based on the performance of the agreement
by us under normal conditions and during normal working hours, unless
expressly indicated otherwise.
Article 4 Establishment
4.1. The agreement comes into effect, if our offer is without obligation, at the time of
receipt by us of a written acceptance of this offer, or on the
moment that a start of implementation has been made by us.
4.2. The contract is concluded if our offer is irrevocable, at the moment
of receipt by us of a written acceptance of this offer from the other party
within the time period set by us.
4.3. If an acceptance by the other party deviates from the offer, this shall be deemed to be
a new offer from the other party and as a rejection of our entire offer, including
if there is only a deviation on minor points.
4.4. If the other party makes an offer and or gives an order, on our part only
Acceptance is deemed to have taken place if we have received this offer and/or this order in writing.
accept or when we have started the execution of the order.
4.5. Additional agreements, amendments and or commitments made after the agreement,
either verbally or in writing made by our personnel, representatives, vendors
or other intermediaries, are not binding, unless they have been communicated by us to the other party in writing.
be confirmed.
Article 5 Prices
5.1. The prices quoted by us are in the margin scheme; they are based on delivery ex
our warehouse/premises, except insofar as otherwise agreed in writing.
5.2. The prices quoted by us are quoted in euros or in any other
currency agreed upon by us in writing; any exchange rate differences are at the risk of the
other party, unless further agreed in writing. We shall be entitled to make payment of the
equivalent amount in Euros to be claimed.
5.3. The prices quoted by us are based on the prices at the time of the conclusion of
the agreement applicable daily prices and specifications and on execution of the
agreement under normal circumstances.
5.4. We reserve the right to impose a proportional price increase on the other party.
charge, if after the conclusion of the agreement an increase occurs in
one or more price-determining factors, including labor, premiums, materials and
course changes.
5.5. The provisions of subsection 5.4. shall also apply if the changes referred to therein are made to the
price determining factors are the result of already at the conclusion of the
agreement foreseeable circumstances.
5.6. If the application of article 5.4 should lead to a price increase and the
price increase does not arise from statutory regulations or provisions, the other party
the right to terminate the contract by the date on which the price increase takes effect
by registered letter, within one week after we have made known the
to increase the agreed price.
5.7. If not expressly agreed otherwise in writing, delivery costs are,
service costs and costs for shipping, unloading etc. are never included in our prices.
5.8. Costs of loading and unloading, storage or transport of goods made available by the other party
set materials, w.e. boxes, pallets, crates, packing materials or tools,
shall be charged separately to the other party.
5.9. Price increases resulting from additions and or changes (including changes in the price of
specifications) of the agreement shall be at the expense of the other party.
5.10. Costs incurred because the other party has failed to implement the
agreement and or because circumstances arise that are attributable to
are attributable to the other party as a result of which costs have been incurred by us, are
charged by us.
5.11. Default of the other party shall terminate our default in the event that we are in default
would be. During the period of default of the other party, it shall not be authorized to take measures
to execute. Costs incurred because the other party is in default shall be borne by the other party.
us charged.
5.12. Except as provided in subsection 5.1, single-use and multi-use packaging shall not be included in the
price and shall be charged separately at cost price. On packaging
5.12 The other party shall also be liable for any governmental charges that it is subject to. 5.13. Prices are with
published with the greatest care, but subject to
changes and misprints.
Article 6 Delivery and assembly
6.1. Stated delivery times and/or stated completion dates shall never be
consider as fatal deadlines, unless otherwise agreed in writing. We shall
orders with due diligence, but at least within 30 days after receipt of the
order, unless otherwise agreed.
If for any reason delivery is not possible within the stipulated period or only
is partially possible, the other party will immediately, but within no more than 30 days, inform the other party of this fact.
after the order has been placed. The other party shall then be entitled to cancel its order.
cancel without charge.
6.2. If the delay in delivery is not due to us, the
The other party can never claim compensation.
6.3. The stated delivery times and/or completion dates are based on the time of
The working conditions prevailing at the time of the conclusion of the agreement and on timely delivery of
the materials and/or parts ordered by us for the execution of the agreement.
6.4. Delivery is made ex warehouse/company, unless agreed otherwise in writing and on
the times set by us, which times we will inform the other party of in a timely manner and
will be specified by mutual agreement if possible.
The other party shall be obliged to take delivery of the goods delivered by us at the stipulated time of delivery.
receipt, failing which all resulting costs (including:
storage, freight and warehousing costs) in accordance with our or local applicable rates, to the
other party will be charged.
6.5. If more than four days after the agreed date of acceptance are
elapsed without the other party taking delivery, the order shall be
shall be deemed to have been cancelled by the other party. In this case, the other party shall be obliged to
payment of all damages suffered by us as a result (including all costs incurred by us).
costs) as well as 25% of the gross sales value of the products on account of
cancellation fee.
6.6. We are entitled to deliver in parts. In that case we shall always charge the price for each partial delivery.
delivery times. The provisions of Article 6 shall apply mutatis mutandis to
partial deliveries.
6.7. The risk of the item shall pass to the other party at the time of delivery, even if
ownership of the item has not yet been transferred by us.
6.8. Assembly by the other party or the other party's service shall take place at the expense and risk of the
other party or its counterparty. All costs arising from problems in assembly by
other party or service other party shall be at the expense and risk of the other party or
his counterparty and cannot be recovered from us. All costs resulting from the
consequences of faulty assembly or careless handling will be recovered from the
opposing party.
Article 7 Transport
7.1. Unless otherwise agreed in writing, transportation/shipment shall be for
account and risk of the other party.
7.2. The method of transport/shipment as well as the method of packaging shall be determined by us.
determined, unless otherwise agreed.
7.3. The other party will be informed in advance of the shipping costs, which are an integral part of the total price.
form part of the order.
Article 8 Payment
8.1. Unless otherwise agreed in writing, payment by the other party shall be made either by
bank transfer or Paypal, at the latest upon delivery of the case, respectively
no later than thirty days after the invoice date. These deadlines shall be deemed to be strict deadlines,
at the expiry of which the other party shall be in default. Set-off against claims which the
other party on us is not allowed.
8.2. Payment shall be made in
Dutch currency, unless otherwise indicated by us. If foreign currency is indicated by us
have been indicated, then it shall be at the rate of exchange of the day agreed upon, failing which
of which payment shall be made at the rate of exchange of the day of payment.
8.3. In the event of non-payment within the period referred to in clause 8.1, a contractual interest
due, equal to an interest rate of %2 per month, or the legal interest rate if
it is higher, with part of the month being counted as a full month,
commencing on the first day after the expiry of the payment deadlines referred to in Article 8.1.
8.4. If payment is not made within the periods referred to in clause 8.1, we reserve the right to
increase the amount owed by the other party with collection costs. The
The extrajudicial collection costs are set at %25 of the amount owed.
amount with a minimum of €1000
8.5. Payments made by the other party shall always serve to meet all obligations of the other party.
interest and costs due and then in satisfaction of claims from the
agreement that are longest due, even if the other party mentions that the
satisfaction relates to a different claim.
8.6. The other party shall not be entitled, on the basis of alleged defects in the product and
for any other reason, refuse to comply with his payment obligation or
suspend, unless the defect is considered to be
acknowledged. In the latter case, the other party shall be entitled to demand payment of a maximum of 15% of
suspend the amount owed for the product in question until the defect is
restored.
8.7. In case of liquidation, insolvency, bankruptcy or suspension of payments of the
other party, the claims, on whatever account, with the other party shall be immediately
demandable.
8.8. We shall at all times be entitled to require an advance payment of the amount due from the
other party's amount owed.
8.9. We shall be entitled to assign our claim against the other party in any way to
third parties without further notice or without the need for service.
Only written notice of such transfer by us to the
other party, as a result of which the other party is only indebted to the
third party can pay.
Article 9 Suspension and right of retention
9.1. We are entitled to suspend our performance (including future partial deliveries) at any time without notice.
suspend if the other party fails to meet one or more of its obligations
or if circumstances come to our knowledge that give us good reason to fear
that the other party will not comply with its obligations, except for different mandatory
LAWRENCE.
9.2. At all times (including partial deliveries) we shall be entitled to receive security from the other party,
such as a bank guarantee, for the fulfilment of all its obligations under the
agreement. This provision applies equally if credit is stipulated by the
counterparty. If the other party does not comply with our request to provide security,
we have the right to dissolve the agreement or to suspend our obligations.
9.3. We can exercise the right of retention on all the other party's goods on which
the execution of the agreement and that we have in the framework of the
agreement actually in our possession, if the other party fails to meet the obligations
related to the execution of the agreement, or other with the other party
agreements entered into arising from matters, which we regularly discuss with the other party
have done, fails in whole or in part.
9.4. We are entitled to charge the costs we have incurred in connection with the care with
with regard to the goods actually in our possession from the other party.
9.5. We reserve the right to adjust our claims, including the costs referred to
under 9.4 to be recovered from the matters referred to in 9.3, with priority over all those against whom
the right of lien may be invoked. 9.6. We shall be entitled, if the other party
Despite written reminders containing a payment term of at least seven
days does not fully comply with his obligations, immediately the still unpaid and/or with us
present products of the
other party and deliver it to a third party and without prejudice to our right to a
compensation, set off the proceeds against the outstanding invoices and the costs
as mentioned in 9.4.
9.7. In the event the other party, in our opinion, does not appear to be sufficiently creditworthy for the
fulfillment of the agreement, we are entitled to suspend all contractual obligations
suspend, without prejudice to our rights under the law or these terms and conditions
rights.
Article 10 Warranty
10.1. We guarantee for a period of 12 months after delivery of a
product that the manufacture and quality of the delivered product under normal use
be sound.
10.2. Warranty as mentioned in sub 10.1 does not apply if the defects are the result of
normal wear and tear, incorrect operation or improper handling, abuse,
use in violation of the regulations given by us, negligence, accident, failure to
compliance with maintenance instructions and/or normal maintenance care or when the
Product has been repaired or modified without our prior written consent,
or if there is use for other than normal purposes.
10.3. Our obligations under the guarantee given in subsection 10.1 do not extend
beyond repairing or replacing, at no charge, any product or
part thereof; such at our discretion and within a reasonable time to be determined by us
term.
10.4. Transportation costs of the product incurred in the course of the appeal to the
warranty shall be at the expense of the other party, unless the transportation is on our behalf
takes place.
10.5. The other party shall be obliged, at our request, to give us the opportunity to
In response to her invocation of the warranty, an investigation by one of our designated
expert, failing which the right to warranty shall lapse. The
decision of such expert will be binding on both parties. The costs of
The aforementioned expertise shall be at the expense of the other party if the
warranty claim proves unfounded; if the warranty claim proves justified, the
costs of expertise at our expense.
Article 11 Retention of title
11.1. We reserve the ownership of all goods and services provided by us pursuant to agreements concluded and to be concluded.
Agreements concluded with the other party, until the
purchase price for all such items has been paid in full.
11.2. Now that we have concluded an agreement as per 11.1 also for the benefit of the other party
by them to perform the work for which they have been compensated, the reserved property shall be deemed to be
11.1 until the other party has paid this claim in full as well.
met.
11.3. Furthermore, the reserved ownership applies to the claim we have against the
counterparty may obtain for failure to perform the
agreement as referred to above in subsections 11.1 and 11.2.
11.4. As long as the legal and economic ownership of the delivered goods has not been transferred to the
The other party may not pledge the item or transfer it to a third party in any other way.
right thereto, subject to the provisions of Section 11.5.
11.5. The other party shall be entitled to dispose of the goods delivered or to be delivered under retention of title in accordance with the provisions of this article.
third parties in the normal course of his business
sell and transfer.
11.6. The other party shall be obliged to treat goods delivered under retention of title with the
due care and as recognizable property of us.
11.7. If the other party fails to meet its payment obligations towards us
fails or if we have good reason to fear that he will fail in his obligations
If the customer fails to do so, we shall be entitled to recover the goods delivered subject to retention of title and to return them to the buyer.
take.
11.8. The other party shall be obliged at our first request:
against fire, explosion and water damage, as well as against theft and the policy of this
insurance policies for inspection by us.
property delivered to us in the manner that is
prescribed.
protection of our property rights with respect to items and which the
not unreasonably interfere with the other party's normal course of business.
11.9. We shall not be obliged to indemnify the other party in any way against any liability for damages.
heath as holder of the business.
11.10. The other party, insofar as it concerns a company or enterprise, indemnifies us for
claims that third parties have against us that can be related to the
made retention of title.
11.11. If the other party fails to comply with its obligations or there is a well-founded fear
If the buyer does not indicate that he will not do so, we reserve the right to sell the goods delivered, on which the price paid in the
The other party or third parties who have purchased the item for their own use are not entitled to the retention of title referred to in 11.1.
The other party shall be obliged to remove, or cause to be removed, all goods held by it from the premises of the other party. The other party undertakes to do so to provide all cooperation under penalty of a fine of 12% of the amount of the
owed per day.
Article 12 Force Majeure
12.1. In the event that force majeure delays or prevents the execution of the agreement, both
we as the other party are entitled to dissolve the agreement in writing, without this affecting the
Other party gives any claim for compensation, except to the extent that we
as a result of this dissolution would enjoy a benefit, which we would have been able to obtain in proper
performance of the contract would not have had.
12.2. Force majeure on our part includes any circumstance outside our control.
The normal performance of the agreement is not affected by any of the following circumstances
prevented. As such force majeure circumstances apply in any case:
loss, damage and/or delay during and by transportation, extreme absenteeism of
personnel, actions/measures at customs, including (temporary) closure of certain
geographical areas, fire and other serious disruptions in our business or at our
suppliers.
12.3. For the consequences of the provisions of Articles 12.1 and 12.2, we refer (in part) to
the provisions of article 6.1.
Article 13 Liability
13.1. We are never liable for damage unless it is due to intentional or conscious
recklessness of us or our executive and/or subordinates.
13.2. In the event that we should be liable for damage and this damage is not attributable to
intentional or deliberate recklessness on our part or on the part of one of our executive officers and/or
subordinates, our liability is always limited to direct damage to goods or
persons, and never extends to any business losses or other consequential damages,
including loss of income.
13.3. In the event that we should be liable for damage and if this damage cannot be attributed to
is to willful or deliberate recklessness on our part or on the part of one of our managers and/or
subordinates, our liability is further limited to the price for which the
other party has purchased the item that caused the damage, or up to the amount
paid by the other party for the order.
13.4. In the event that a final and binding legal judgement rules out the provisions of subsection 13.3.
13.3. as unreasonably onerous, liability shall be limited to that damage and
up to those amounts against which we are insured or can reasonably be expected to be insured, given the
in the industry's current usage, would have been insured.
13.5. The provisions of clauses 13.2, 13.3 and 13.4 shall apply only to the extent that our liability
pursuant to law or agreement (including the provisions of this
general conditions) has not already been limited further than from the mere application of article
13.2, 13.3 or 13.4 would follow.
13.6. If the other party is a consumer, our liability shall be governed by the statutory
provisions.
Article 14 Complaints
14.1. The other party shall be obliged to inspect the product as soon as it is received by it and
determine whether the product is in good order or whether the work has been carried out in accordance with
the assignment have been carried out.
14.2 Any complaints regarding the goods delivered by us as well as regarding the
with regard to work performed as well as with regard to invoice amounts,
must be made within a reasonable time after discovery following receipt of the goods respectively after the
After the work has been carried out or the invoice has been received, the client must send a written
The claim must be submitted to us, stating precisely the facts on which the claim is based.
relates.
The other party shall be obliged to immediately
after receipt and immediately check for any inaccuracies and defects.
written notice.
14.3. If it is not reasonably possible to remedy the defect within the above-mentioned period, the
discover the defect, the other party shall, immediately after discovering or having discovered the defect
should discover in writing to us.
14.4. Minor or customary deviations and difference in quality, number, size, etc.
or workmanship, as well as differences in the execution of the work, cannot be
provide grounds for complaints.
14.5. Claims with respect to a particular item or with respect to particular
work shall be without prejudice to the obligations of the other party with regard to other
products or parts of the agreement.
14.6. In the event that we replace parts of an item or in the event that we completely remove an item from the
replaced we become the owner of the replaced (old) case.
14.7. The products complained about are to be returned only when we
agree to that.
Article 15 Dissolution
15.1. If the other party does not, does not timely or does not properly, despite summations containing
mentioned a reasonable time, complies with any (payment) obligation, arising from
any agreement concluded with us, as well as in the event of suspension of payment,
application for suspension of payments, bankruptcy, receivership or liquidation of
the other party's business, we shall be entitled without notice of default and without
judicial intervention to dissolve the agreement or part thereof.
15.2. As a result of the dissolution, mutually existing claims shall be immediately
claimable. The other party shall be liable for the damage suffered by us, including
consisting of interest, loss of profit and transportation costs.
15.3. If the provisions of subsection 15.1 occur and the other party enjoys an advantage
that he would not have had in the event of proper performance, we are entitled to compensation
of our damages in the amount of this benefit.
15.4. Without prejudice to the provisions of this article, the consumer has the right within
seven working days after receipt without giving any reason to return the goods and to pay the
to dissolve the agreement. Any amount already paid will be refunded within 30
days after receipt of the return shipment to the consumer by us
refunded including the cost of shipment paid by the consumer.
The cost of direct return shipment shall be borne by the consumer.
Article 16 Intellectual property rights
16.1. Unless otherwise agreed with us in writing, we will retain all intellectual
Property rights (w.e. copyright law, patent law, trademark law, trade name law,
drawings and design rights etc.) on all our inventions, designs, drawings,
writings, carriers containing data or other information, quotations, images, sketches,
models, maquettes, etc.
16.2. The above-mentioned designs, drawings, writings, data carriers or
other information, quotations, images, sketches, models, scale models, etc. may not be
copied, shown to third parties and/or made available to the public without our written consent.
made available or otherwise used.
16.3. The other party shall be free to use the aforementioned designs, drawings, writings,
carriers containing data or other information, quotations, images, sketches, models,
to use models etc. for a purpose other than that for which we have provided them to the other party.
have made available.
16.4 The provisions of this Article shall survive termination or dissolution of the
agreement in effect.
Article 17 Confidentiality
17.1. The other party undertakes to keep secret the information that we have made available to it.
made available confidential information from us.
17.2. The other party shall not copy the confidential information or otherwise communicate it to
make available to third parties, unless with our prior written consent.
17.3. The other party shall not use the confidential information for any other purpose than
for which it has been provided by us and shall not apply it in any other way than that provided by us
indicated.
17.4 The other party will not make any changes to documents or items which are confidential
contain information from us.
17.5. All confidential data and information provided by us shall remain our property. The
The other party is obliged to provide all confidential information at the first request of our
returned to us immediately without retaining copies.
17.6. The other party shall be obliged to inform its employees, agents and subcontractors who -
necessarily - become aware of the confidential information, to submit in writing
commit to the same confidentiality obligations as the other party, prior to
Such obtaining of confidential information.
17.7. In the event of a breach of one or more obligations under this article, the other party shall be
owe us an immediately due and payable penalty of € 250per violation and
per day that a violation continues. This penalty is without prejudice to our right to
full compensation in accordance with the law.
17.8. The provisions of this Article shall survive termination or dissolution of the
agreement in effect.
Article 18 Disputes and applicable law
18.1. To all agreements to which these conditions apply in whole or in part
The law of the Netherlands shall apply.
18.2. The provisions of the Vienna Sales Convention shall not apply, nor shall
any future international regulation on the purchase of movable property, the
effect can be excluded by the parties.
18.3. All disputes arising from offers and agreements, however
called, will be submitted to the District Court in 's-Hertogenbosch
except where the consumer chooses to submit the dispute to the
Geschillencommissie Thuiswinkel or an equivalent dispute committee.
18.4 In the event of a dispute or impending dispute, we are entitled to have one or more experts
to carry out an assessment at the other party's premises, or to have such an assessment carried out.
Article 19 Complaints and privacy regulations
19.1. Complaints may be submitted both orally and in writing at address:
Dls-Diamonds, Rijfstraat 12, 4th floor, 2018 Antwerp or via email info@dls-diamonds.com
19.2. With respect to the confidential handling of the consumer's data
Please refer to the applicable privacy regulations.
Article 20 Exception regarding orders of investment objects
20.1. Investment objects include the offered items from the "Gold & Silver" section in
the web store. Asking prices are updated according to current precious metal prices.
20.2 All orders that include an investment property must be within 3 business days of
(after confirmation of the order by email) to be paid, unless otherwise agreed between buyer and
seller agreed. After this period, we reserve the right to place an order
change and/or cancel.
20.3 Payment shall be made based on a method of payment to be specified by the Seller.
20.4 Seller reserves at all times a right of retention on the goods until such time as buyer has
ensure full payment (including payment of any previous deliveries), or
has provided sufficient security for the fulfillment of all existing and future already
payment obligations to be determined.
20.5 Goods will only be delivered after payment to the seller, unless otherwise agreed in writing.
agreed. Seller is entitled to deliver goods in parts.
20.6 All goods delivered must be checked by the buyer immediately upon receipt for
possible loss or damage. If there is any question of loss and/or damage
buyer that within 48 hours after the goods were received by buyer in writing
to report to seller. If Buyer exceeds this deadline, or fails to make the inspection
perform, any obligations of Seller in this regard shall lapse.
20.7 The Seller is entitled to suspend all obligations ensuing from any agreement with the Buyer
to suspend or cancel the contract in the event of force majeure.
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