General conditions

GENERAL CONDITIONS

1. SCOPE OF APPLICATION
Regardless of the manner in which the order was placed and save in the case of express written agreement to the contrary, all DYNACO BELGIUM sales, deliveries and services are entered into on the basis of the general terms and conditions set out below. Merely by negotiating, placing an order and/or entering into an agreement with DYNACO BELGIUM, the client (being any natural person or legal entity who/which purchases products or services from DYNACO BELGIUM) accepts these general terms and conditions. General or special terms and conditions other than those of DYNACO BELGIUM are not applicable and are hereby expressly rejected.

2. ORDER
Orders or contracts are only valid and must only be carried out if expressly accepted and confirmed by DYNACO BELGIUM.

3. DELIVERY
Incoterms 2020 will be followed. For FCA shipments, regardless of the place of delivery, the goods are in all cases transported at the risk of the addressee from the time they leave DYNACO BELGIUM’s warehouses or the external hubs used on behalf of DYNACO BELGIUM NV. In case of delays, missing goods, damage, etc. the addressee must exercise recourse as per the law against the carrier prior to collection.

4. DEADLINE
The delivery deadlines or delivery dates are purely indicative and are given without any commitment. Under no circumstances does the client acquire a right to compensation if that deadline is exceeded for any reason. Nor shall the client have the right to cancel the agreement or order and/or refuse delivery of the goods and/or performance of services and/or payment.

5. OBJECTION
In case of damage, missing goods or incorrect delivery, the addressee must reject the shipment or only accept it with reservations. Objections or disputes must be notified in writing within five calendar days of delivery or performance, accompanied by the original CMR, with a complete and specific description of the damage and supported by photographs of the aforesaid damage. Subject to the case of the written agreement of DYNACO BELGIUM, no returns shall have any legal consequences for the client. Products which DYNACO BELGIUM accepts are defective or unusable shall be replaced, in whole or in part, or shall be credited without the buyer being entitled to any reimbursement or compensation for any reason. In the absence of a written objection, the information on the delivery notes or dispatch advice is deemed to be
correct. The existence of any complaints does not release the client from his/her/its obligation to pay all invoices on the due date.

6. FORCE MAJEURE
In case of force majeure, DYNACO BELGIUM is entitled either to suspend delivery or performance of the contract until the circumstances that caused the force majeure no longer exist, or to terminate the as yet uncompleted contract and charge for products or services already delivered. Under no circumstances is the client entitled to any compensation.

7. RETENTION OF TITLE
All sales and deliveries are always made under the suspensory condition of payment in full. The delivered products remain the property of DYNACO BELGIUM until the client has met all his/her/its obligations, including, inter alia, payment of the full sale price and related amounts (costs, VAT, fees due). Until such date and from the time of delivery the buyer is responsible for any damage the goods suffer or cause for any reason. In case of late payment, DYNACO BELGIUM is entitled to take the delivered products back from the client at the latter’s risk and expense, even if these have already been installed, without recourse to the courts. If the client sells the products on before title has transferred, the client becomes a DYNACO BELGIUM representative and all income from the further sale passes to DYNACO BELGIUM.

8. INTELLECTUAL PROPERTY
DYNACO BELGIUM expressly reserves all its intellectual property rights in the broadest sense of the word, including its patents, trademarks, trade names, copyrights, drawings, models and know‐how. All intellectual property rights are and remain the sole property of DYNACO BELGIUM. DYNACO BELGIUM may at any time prohibit the use and/or depiction of its intellectual property rights.

9. PRICES AND PAYMENT
Prices, taxes, shipping costs, insurance and installation of the products and services of DYNACO BELGIUM are indicated on the invoice. Fluctuations in currency exchange rates, import duties, insurance and freight rates and purchase prices may oblige DYNACO BELGIUM to amend its prices. Our invoices are payable within 30 days of the invoice date, save if agreed otherwise at the time of order. Goods are invoiced on the day of delivery. The payment period begins on the invoice date. DYNACO BELGIUM can suspend delivery of products or services until payment in full. If the invoice is not paid within the specified payment period, the invoice amount owed shall be increased by a contractually agreed interest for late payment of 12% with a minimum of EUR 25 per invoice in favour of DYNACO BELGIUM, automatically and without formal notice being required, by way of compensation for extra‐judicial collection and administration costs. All this shall be in addition to and above all costs of a possible lawsuit and the associated proceedings, as well as all costs and fees of the solicitor we are obliged to engage for both extra‐judicial and legal collection steps. If the invoice is not paid within the stated payment period, the balance of all other invoices, regardless of their due date and even if not yet due, shall automatically become payable in full, plus the aforementioned fees.

10. ADVANCES AND CREDITWORTHINESS
DYNACO BELGIUM is entitled to request an advance before delivering a product or providing a service. Without prejudice to the right to ask for advances, DYNACO BELGIUM can also require full guarantees or even payment in full if its confidence in the client’s creditworthiness is put in doubt, for example by the late payment of an invoice, by the refusal to accept a bill of exchange or by the protest of a bill, by asking for terms, by applying for composition, as a result of legal actions against the client and/or by any other apparent event. In all cases, DYNACO BELGIUM equally has a right of retention over all goods that are the property of the client until payment in full is made.

11. APPLICABLE LAW AND COMPETENT COURT
These general terms and conditions are subject to Belgian law. Any dispute relating to the interpretation, implementation and dissolution of these terms and conditions that cannot be resolved amicably shall be settled by the courts and tribunals of Brussels. DYNACO BELGIUM can, however, choose to bring legal actions before the court of the debtor’s domicile. The Vienna Sales Convention is not applicable.

12. CODE OF CONDUCT
The customer warrants that:

  • he shall comply with the ASSA ABLOY Code of Conduct and all applicable laws and regulations, including anti‐bribery, sanctions and export control laws;
  • none of the customer or any of its officers or directors is owned or controlled by any person targeted under the sanctions or export controls of the United Nations, United States, European Union or any other relevant government;
  • he will not engage in any business involving any such listed person;
  • he will immediately inform DYNACO BELGIUM of any breach of the foregoing when becoming aware.

Following any breach DYNACO BELGIUM may terminate the relationship with the customer, without any liability.

13. DYNACO configurator via Hive application
Customers who use DYNACO configurator via the Hive application will comply with following rules concerning the use of the software:

  • Login‐data are personal and not shared with other users;
  • The customer will use the software in a correct way;
  • The customer will notify DYNACO Belgium immediately when an employee is no longer working for him and his access to the DYNACO configurator via the Hive platform needs to be blocked to
  • avoid abuse.
  • DYNACO BELGIUM reserves the right to amend the content of the DYNACO configurator without prior approval of the customer;
  • DYNACO BELGIUM cannot be held responsible if the DYNACO configurator is unavailable at any time or for any period or if data are lost.
  • DYNACO BELGIUM will inform the customer if his order contains wrong data as a result of an error in the DYNACO configurator. The customer will be able to cancel his order or reconfirm with correct data, without any liability.

When placing an order in the DYNACO configurator via the Hive platform, an automatic receipt acknowledgement will be sent by e‐mail. No rights can be derived from this e‐mail. Acceptance of the order will happen via a separate order confirmation.