Terms and Conditions

General terms and conditions

Article 1: Definitions and applicability
  1. “Dresz” is given to mean: the private company with limited liability Dresz International B.V, with its registered office in Utrecht, the Netherlands, and its principal place of business in (5144 NC) Waalwijk, the Netherlands, on Professor Asserweg 12.
  2. “Other Party” is given to mean: the recipient(s) to whom Dresz has addressed a quotation or the party with whom Dresz has another legal relationship.
  3. These General Terms and Conditions (hereinafter: Terms and Conditions) apply to all quotations, requests and offers and to every agreement pertaining to delivery of items and services by Dresz. Stipulations deviating from these General Terms and Conditions shall only apply if they have been specifically approved by Dresz.
  4. The applicability of any general and/or other (purchase) conditions of the Other Party are explicitly dismissed by Dresz, unless those conditions or one or more of the provisions of those conditions have been explicitly accepted by Dresz in writing. 
  5. The Other Party with whom an agreement has been concluded on these Terms and Conditions accepts the applicability of these Terms and Conditions on later agreements.
  6. The acceptance of an offer or the placement of an order means that the Other Party accepts the applicability of these Terms and Conditions.
  7. All rights and claims as stipulated in these Terms and Conditions and in any further agreements for the benefit of Dresz are also stipulated for the benefit of agents and other third parties called in by Dresz. 
  8. If a provision in the agreement or in these Terms and Conditions is void or is nullified, the remaining provisions shall remain fully effective and Dresz and the Other Party shall meet to discuss the replacement of the void provisions by a provision that follows the purpose and meaning of the provision that it is to be replaced.
  9. Dresz cannot be regarded as having agreed to conditions used by the Other Party, either implicitly or by means of an amendment to these Terms and Conditions/the agreement that has not been laid down in writing following any act, any announcement or following a promise made by an employee or representative who has not been authorised for such an act, announcement or promise.
10.If more than one natural person and/or legal entity acts as the Client or behaves in such a way, all shall be deemed joint and severally liable towards Dresz.
 
Article 2: Formation 
  1. Quotations issued by Dresz are subject to contract and do not oblige Dresz to deliver the goods in question. The quotation shall not be valid for more than fourteen (14) days unless otherwise stated in the quotation. Offers deliverable from stock are always made subject to sales made before the term of the offer expires. 
  2. The agreement is only being formed after Dresz has sent confirmation of the contract in writing to the Other Party or if Dresz has started the actual execution of the contract. Agreements concluded by commercial agents, commercial travellers and/or other agents only bind Dresz after those agreements have been confirmed in writing by Dresz or if Dresz has started the actual execution of the agreements.
  3. Dresz cannot be held liable for misunderstandings, mangling, delays or failure to transfer the order details or messages properly due to the use of the Internet or any other means of communication in the traffic between the Other Party and Dresz or between Dresz and third parties insofar it is connected to the relationship between the Other Party and Dresz, unless it occurred due to wilful misconduct or gross negligence on the part of Dresz. 
  4. Amendments related to the agreement shall only become effective if those amendments have been agreed in writing between Dresz and the Other Party.
  5. Dresz is entitled to make use of third parties for the execution of your order(s), while the Other Party is not entitled to transfer the Other Party’s rights and obligations towards Dresz to third parties without Dresz’ written consent. 
Article 3: Delivery, retention of title and risk
  1. The quoted delivery time is always approximate and can never be considered a hard deadline unless otherwise specifically agreed in writing. Exceeding any delivery time does not entitle the Other Party to any compensation for damages of any kind from any party. 
  2. Unless specifically agreed otherwise in writing, Dresz’s warehouses (in Waalwijk, the Netherlands) are the site of delivery, in accordance with the current Incoterms Ex Works. 
  3. The following conditions apply if “paid delivery at home” has been arranged:
  • Dresz has met Dresz’ obligation to deliver by presenting the items once to the Other Party. The offer to deliver is equated with delivery. In the event of refusal to accept, Dresz cannot be obliged to deliver the items before the Other Party has paid the agreed price, including the costs incurred by Dresz as a consequence of the refusal to accept;
  • Dresz is permitted to deliver the items sold in parts. In that event, Dresz is entitled to invoice each part separately;
  • Dresz is entitled to send the items cash on delivery without stating the reasons;
  • Dresz has the right to discontinue the delivery of outstanding orders immediately or to demand security for the settlement of those orders at each change to the Other Party’s commercial circumstances (removal, change of management, etc.) at Dresz’ discretion. The same shall apply if unfavourable information about the Other Party reaches Dresz. Furthermore, Dresz is not obliged to deliver if the previous deliveries of which the purchase price is due and payable have not been fully paid;
  • The Other Party shall provide the facilities necessary for entrance and transport at the delivery address;
  • Goods shall be delivered to the first door on the ground floor.
  1. The items delivered by Dresz shall remain the property of Dresz until the Other Party has fulfilled all the following obligations arising from any agreement concluded with Dresz:
    - The consideration for the items delivered or to be delivered;
    - Any claim arising from the Other Party’s failure to fulfil (a) (previous) agreement(s) concluded with Dresz. 
  2. On entering the agreement subject to these General Terms and Agreements, the Other Party grants Dresz and the natural persons to whom Dresz has granted the power of attorney to enter the Other Party’s sites and grounds to demand Dresz’ property after invoking the retention of title described above.
  3. The liability and the risk for the items to be delivered by Dresz shall be transferred to the Other Party on delivery of those items to the Other Party.
  4. If the circumstances of force majeure last longer than 30 days, both Dresz and the Buyer have the option of dissolving the agreement in writing, after which both Parties will be relieved of their obligations to each other and any payments already made will be refunded with due observance of the provisions of Article 11 regarding force majeure.
  5. The delivery of the products will be made at the place and time at which the products are ready for shipping to the Other Party.
  6. The following provisions apply to deliveries abroad:
    • Dresz retains the right of ownership to the delivered goods until all claims that Dresz has or shall acquire on any grounds have been fully paid;
    • Dresz permits the Other Party to resell the goods via the usual commercial means but may revoke that permission. That right shall lapse if the payment term for delivered items is exceeded. If the situation arises, the Other Party shall transfer all claims with ancillary rights the Other Party has regarding reselling to Dresz. At Dresz’ request, an instrument of assignment will be drawn up to execute that transfer. The transfer of those claims shall serve as security for all obligations the Other Party has towards Dresz. At Dresz’ request, the Other Party shall notify Dresz, irrevocably in writing, of the party to whom the Other Party has resold goods and which claim the Other Party has on the Other Party’s customer. The costs of drawing up an instrument of assignment will be borne by the Other Party. The Other Party is not permitted to make free use of objects under retention of title or partly Dresz’ property in other ways or of the claims that have been transferred to Dresz. The Other Party should immediately notify Dresz of any rights of pledge, prejudgment attachment and executory attachment or other limitations of rights to the items belonging fully or partly to Dresz; if the Other Party fails to do so, the Other Party will be held liable for compensation for all consequent damage;
    • Dresz is always entitled to demand the return of the items belonging to Dresz if the Other Party is in default of payment or if the Other Party’s financial situation deteriorates considerably. If Dresz wishes to use the aforementioned right, any other obligations arising from the agreement shall not be affected.
 
Article 4: Packaging
  1. Dresz shall package the items to be delivered adequately (unless the nature of the items prevents that) and protect them in such a way that they reach their destination in good condition when conveyed by normal transport.
  2. If Dresz has supplied, or has arranged the supply of, by a third party, pallets, packing cases, crates, containers, etc. - on the payment of a deposit or security or otherwise - the Other Party is obliged (unless the packaging is suitable for one use only) to return those pallets, etc. to the address supplied by Dresz; if the Other Party fails to do so, the Buyer shall remunerate the costs incurred by Dresz.
 
Article 5: Intellectual property rights
  1. All intellectual property rights to the products and/or services and to the designs, programs, documentation and all other material developed and/or used for the preparation or execution of the agreement between Dresz and the Other Party or that arise from it are vested only in Dresz or Dresz’ suppliers. The delivery of products and/or services does not include any transfer of the intellectual property rights.
  2. The Other Party shall only acquire a non-exclusive and non-transferrable user right to the use of the products and the results of the services for the agreed purposes. The Other Party shall, for such use, adhere stringently to the conditions laid down in the General Terms and Conditions or otherwise imposed on the Other Party.
  3. The Other Party shall not publish, reproduce or disclose to a third party the products and results of services in any way, either partially or fully, without Dresz’ prior written consent.
  4. The Other Party shall not change or remove the indications supplied by Dresz or Dresz’ suppliers regarding copyrights, brands, trade names or other intellectual property rights.
Article 6: Duty of disclosure
  1. At Dresz’ request, the Other Party is obliged to furnish Dresz with the Other Party’s correct VAT-identification number, Chamber of Commerce number and the name by which the Other Party is registered with the Tax Administration.
  2. If the Other Party supplies Dresz with an address in writing, Dresz is entitled to ship all orders to that address, unless the Other Party informs Dresz in writing of another address to which the orders are to be shipped.
 
Article 7: Prices
  1. The prices for the products and services for sale are stated in Euros and do not include VAT or any taxes and/or other duties, unless stated otherwise or otherwise agreed in writing.
  2. If, after the formation of the agreement but prior to delivery of the items, the agreed price is raised, either due to a currency adjustment or due to changes to purchase prices, wages, labour costs, social insurance contributions and government levies, shipping, insurance premiums and other costs that are beyond the control of Dresz, Dresz is entitled to charge the price increase on to the Other Party. The Other Party is only entitled dissolve the agreement - in a written notice sent by means of a registered letter addressed to Dresz within 14 days of Dresz informing the Other Party of the matter in writing - if the price increase is more than 10% of the agreed price. 
 
Article 8: Security
  1. Dresz is entitled to demand that the Other Party furnishes Dresz at Dresz’ request with adequate security, fixed at Dresz’ discretion, for the fulfilment of the Other Party’s obligations prior to delivering, continuing the delivery or otherwise fulfilling the agreement.
 
Article 9: Description, Quality and Complaints
  1. Dresz shall deliver the agreed items to the Other Party with the same specifications and of the same quality and quantity as described in the description, though small differences in colour, quality, size and weight are permissible insofar they do not detract from the value in use.
  2. Dresz is entitled to make changes to the models of Dresz’ items and, where appropriate, to deliver the model that has replaced any model that is no longer in supply.
  3. Dresz only guarantees that the items are suitable for normal usage as prescribed in the product description or instructions for use. Dresz does not guarantee that the items are suitable for the purpose for which the Buyer intends to use the items, even if Dresz was informed of that purpose.
  4. The Other Party should inspect, or arrange the inspection of, the purchased items immediately on delivery. The Other Party should check:
  1. Whether the packaging, deposit packaging and the exterior of the items are in good condition;
  2. Whether the correct items have been delivered;
  3. Whether the items delivered match the quantity (the number or amount) agreed;
  4. Whether the items delivered meet the quality standards, or at least the standards that may be expected for a normal usage of the items.
  1. Complaints about packaging, deposit packaging, the external condition, the correctness of delivered items, and the correctness of the number of delivered items should be noted on the delivery note/packing slip or the receipt.
  2. Dresz should be informed of complaints about the quality of the delivered items within 8 days.
       Complaints that are submitted later than the term for complaints as specified shall not, in principle, be handled and the claims of the Other Party shall lapse. If complaints are acknowledged as founded, which is at Dresz’ discretion, Dresz may either remedy the fault or set off the net invoice amount. 
  1. Complaints about invoices should also be submitted in writing and within (8) days of the postage date on the invoices. 
  2. Submitting a complaint does not relieve the Other Party from the Other Party’s obligations arising from the agreement with Dresz.
 
Article 10: Guarantee
  1. Dresz only guarantees that the items Dresz has delivered possess the properties necessary for their normal use and the properties necessary for any unusual use, if that use has specifically been arranged in the agreement with Dresz. 
  2. The guarantee is not valid if items to which the guarantee pertains are not used in accordance with their order or are, or have been, used improperly, if the wrong amperage or voltage was used, if the instructions for use were not followed, if unprofessional repairs were made, changes were made to the items or numbers or seals were mangled or removed. 
  3. In the event Dresz has given a guarantee, the term of the guarantee, unless otherwise specifically agreed in writing, shall be the number of months for which the manufacturer has given a guarantee, if any, but never more than the statutory guarantee period.
  4. By reason of the guarantee issued by Dresz for goods that are located outside the Netherlands, Dresz can only be held liable for the costs of the repair or replacement, limited to the sum that those costs would be if executed in the Netherlands. 
  5. Items of which the guarantee is invoked may only be returned by the Other Party after prior consent from Dresz. 
  6. The items that are returned should be accompanied by the original invoice issued by Dresz to the Other Party with the fully completed guarantee certificate or guarantee card that belongs to it and a clear description of the complaint.
 
Article 11: Force Majeure and Liability
  1. Failure to deliver, overdue delivery and/or faulty delivery or the faulty operation of the delivered items does not entitle the Other Party to compensation for damages and/or to dissolution, insofar as the circumstances are beyond Dresz’ control. 
  2. Without prejudice to the other rights accorded to Dresz, if Dresz is prevented, due to circumstances beyond Dresz’ control, from executing the agreement or from executing the agreement in due time, Dresz has the right to suspend the agreement or to dissolve the agreement either fully or partially at Dresz’ discretion without Dresz being obliged to pay any compensation for damages or otherwise. 
  3. Force majeure on the part of Dresz includes situations in which Dresz is prevented, after the conclusion of the purchase agreement, from fulfilling Dresz’ obligations arising from this agreement due to war, the threat of war, civil war, riots, wilful damage, fire, water damage, flooding, labour strikes, factory sit-ins, lockouts, import and export impediments, government measures, faults to machinery and downtime in energy supplies, both at Dresz’ works as at the third parties’ works from whom the Seller must acquire the necessary materials or commodities, fully or partially, and in storage or during transport, under Dresz’ own management or otherwise and furthermore all causes that arise that cannot be attributed to Dresz or are beyond Dresz’ risk control. 
  4. Dresz’ liability for indirect loss, including consequential loss, lost turnover, lost savings and loss incurred following business interruption is excluded. 
  5. Dresz’ overall liability due to attributable failure to fulfil an agreement with the Other Party is limited to reimbursement of direct loss not exceeding EUR 5,000.00, or at least limited to the maximum sum for which Dresz is insured. 
  6. Dresz’ liability due to attributable failure to fulfil an agreement only arises if the Other Party immediately and adequately gives Dresz notice of default in writing, stating a reasonable term to remedy the failure and if Dresz continues to attributably fail to fulfil Dresz’ obligations even after that term. The notice of default should contain a description of the failure that is as detailed as possible so that Dresz can respond adequately. 
  7. The Other Party hereby indemnifies Dresz against all claims from third parties regarding the items delivered by Dresz. 
 
Article 12: Dissolution
1. Dresz is entitled to fully or partially dissolve the agreement without prejudice to the rights Dresz has to reimbursement of costs, loss or interests, without a notice of default or judicial intervention with immediate effect if:
  1. the Other Party has been granted a moratorium;
  2. a party has petitioned for liquidation of the Other Party’s company or bankruptcy of the Other Party;
  3. the Other Party dies or is placed under guardianship;
  4. the Other Party discontinues the Other Party’s company operations, goes into liquidation, transfers the company or changes the company objectives;
  5. all or part of the Other Party’s assets are seized;
  6. the Other Party does not fulfil any obligation from this agreement or does not observe the law;
  7. the Other Party fails to pay an invoice sum or part of that sum within the term set for payment.
  1. Dresz has an insurance to cover the risk of default. If Vendor can't be put under the insurance policy coverage within 30 days after commencement of the contract, Dresz has the right within the aforesaid period to terminate the agreement unilaterally, by mentioning to Vendor that it isn't covered by the insurance policy, without Dresz being held liable for damages to Vendor and with Dresz being entitled to reimbursement of costs and damages.
 
Article 13: Right of suspension
  1. If and so long as the Other Party fails to fulfil, fails to fulfil adequately or fails to fulfil in due time any obligations that do arise from the agreement concluded with Dresz or from any related agreement, Dresz has the right to suspend Dresz’ obligations arising from this agreement.
 
Article 14: Payment
  1. Unless otherwise agreed, payment should be effected, at Dresz’ discretion, either Nett in cash on delivery or by means of deposit in or transfer to a bank or giro account specified by Dresz within (14) fourteen days of the date on the invoice, without discount or compensation and without invoking set-off and/or suspension. 
  2. Dresz is always authorised to use Dresz’s right to set-off.
 
Article 15: Interests and costs
  1. If payment has not been effected within the term specified in Article 14, the Other Party shall be in default and Dresz is entitled to charge an interest rate, specified by contract, of 1% per month, whereby a part of a month shall be regarded as a full month. 
  2. All costs, incurred both in and out of court, shall be borne by the Other Party. The out-of-court collection costs amount to at least 15% - and 20% for collection abroad - of the sum owed by the Other Party and amount to at least EUR 125.00.
 
Article 16: Cancellation
  1. If a contract accepted by Dresz is cancelled by the Other Party, Dresz is entitled, on the condition that Dresz accepts that cancellation, to charge a fixed sum for the compensation of losses of 30% of the amount on the invoice, increased with any costs that have been charged to Dresz by suppliers. 
  2. The Other Party indemnifies Dresz from recourse action, instigated due to any reason but specifically due to product liability, by the Other Party’s resellers of Dresz’ products.
 
Article 17: Personal details
  1. Dresz observes the statutory regulations pertaining to the protection of personal information as laid down in the Personal Data Protection Act. If the Other Party wishes to inspect, correct or remove the Other Party’s personal details, the Other Party may contact Dresz for this purpose. Dresz shall give the Other Party the desired information and, if the Other Party so wishes, Dresz shall adjust the details about the Other Party. 
  2. The details provided by the Other Party are used by Dresz to process the agreement. The details are incorporated into a file.
 
Article 18: Evidence
  1. Dresz’s records are decisive in determining the volume of the Other Party’s payment obligations, with the exception of evidence to the contrary to be supplied by the Other Party.
  2. With the exception of evidence to the contrary, the numbers, sizes and weights stated on the invoice or delivery note shall be deemed correct between Dresz and the Other Party. 
  3. If, pursuant to an agreement concluded with Dresz, a letter is sent by Dresz to the Other Party or an announcement is made, the intended legal effect shall become effective at the time of the postal delivery, even if the letter of announcement was supposedly not received or accepted by the addressee. 
 
Article 19: Applicable law and disputes
  1. All quotations, transactions and agreements concluded between Dresz and the Other Party are governed exclusively by Dutch law insofar nothing else has been decided in these Terms and Conditions. The effectiveness of the Vienna Sales Convention is excluded.
  2. If Dresz permits departures from these Terms and Condition, in the short or long term, implicitly or otherwise, that permission does not impair Dresz’ right to demand immediate and stringent observance of these Terms and Conditions as yet. The Other Party is never entitled to exercise any right on the grounds that Dresz has been lenient in the application of these Terms and Conditions.
  3. All disputes pertaining to and/or arising from these General Terms and Conditions and/or agreements to which these General Terms and Conditions apply shall in general be adjudicated by the competent court of Breda, but Dresz retains the right to bring any disputes to the court of the district in which the Other Party has its registered office.
  4. If one or more of the provisions of these Terms and Conditions or any other agreement with Dresz is in conflict with any applicable legal regulation, the provision in question shall lapse and shall be replaced with a similar, new, legally permissible provision determined by Dresz.