Article 1. Applicability
1. These general terms apply to all offers made by DUSEDO-M.O.I. B.V.,
hereinafter to be called: “DUSEDO”, and to all contracts entered into by DUSEDO
or activities performed by DUSEDO by any name. These terms particularly also
apply to the contracts entered into by DUSEDO for the supply of goods to
2. Where these general terms refer to a “buyer” this refers to any natural
person or corporate entity that is in a contractual relationship with DUSEDO,
including but not exclusively under a contract of purchase concluded with DUSEDO.
“Buyer” particularly also refers to the party on whose instructions and at whose
expense goods are supplied.
3. Deviation from the provisions of these general terms is only and exclusively
possible if and insofar as this has been agreed in writing.
4. General terms and conditions of parties other than DUSEDO do not apply and
are expressly rejected.
5. Where these general terms refer to "delivery (of goods)" this also refers to
performing services and work of any kind.
Article 2. Quotes
1. All quotes from DUSEDO must be viewed as invitations to the potential buyer
to make an offer. Quotes therefore do not bind DUSEDO in any way, unless the
contrary is specified expressly and unambiguously (in writing) in the quote
itself. The order given to DUSEDO constitutes an offer which is not deemed to
have been accepted by DUSEDO (the so-called order confirmation) until after (written)
confirmation from DUSEDO.
2. All quotes from DUSEDO are without commitment and can be revoked in any way,
even after acceptance by the buyer. The order given to DUSEDO must be revoked
3. DUSEDO has the right to amend its prices, particularly if price changes are
required under (statutory) regulations.
Article 3. Conclusion of contract
1. A contract with DUSEDO is only concluded when DUSEDO has accepted an order
given to DUSEDO. A contract is deemed to have been concluded as the moment when
DUSEDO sends the order confirmation.
2. The buyer is bound by its order, in whatever form it has been given to DUSEDO,
for a period of eight days following the date of the order or (if it is an order
given verbally) after the order has been given. A statement by the buyer that
the buyer wishes to cancel or amend its order issued during this eight day
period can therefore not prevent a contract from being formed on the basis of
the (original) order if DUSEDO accepts/confirms the order within this eight day
3. The order confirmation sent to the buyer by DUSEDO is deemed to show the
contents of the concluded contract completely and correctly. The buyer is deemed
to agree with the contents of the order confirmation from DUSEDO unless it
notifies DUSEDO in writing that it does not agree with the contents within eight
days of the date of the order confirmation.
4. Any additional agreements and/or undertakings made by DUSEDO employees or
made on behalf of DUSEDO by other persons acting as agent will only bind DUSEDO
if these agreements and/or undertakings have been confirmed in writing by (a)
director(s) authorised to represent DUSEDO .
Article 4. Prices
1. DUSEDO’s prices are quoted in euros and excluding VAT, excluding processing
costs and despatch costs and, unless express agreed otherwise in writing,
excluding packaging, shipping costs and other costs.
2. The prices given in quotes, contracts and order confirmations are based on
the cost factors in force at the time when the contract is concluded, such as
exchange rates, manufacturers’ prices, prices of (raw) materials, wages and
transport costs, insurance premiums, taxes, import duties and other government
3. If one or more of the cost factors increases after the date on which the
contract is concluded but before the date of delivery, DUSEDO reserves the right
to charge these increases on to the buyer. DUSEDO also has the right to dissolve
the contract in full or in part in such a case without the need for judicial
4. DUSEDO can charge additional administration costs for contracts with a value
of € 100,-- or less.
Article 5. Payment
1. Payment must be made without any deduction or discount in euros, unless
agreed otherwise, in cash in the place where DUSEDO is located or by transfer to
a bank or giro account designated by DUSEDO, in both cases immediately after the
delivery of the goods concerned, but in any case within fourteen days of the date
of invoicing if delivery has been made in the Netherlands and within fourteen days
if delivery has been made outside the Netherlands, all this unless expressly
agreed otherwise in writing. In the event of payment through a bank or girobank
the date of crediting to DUSEDO’s bank or giro account counts as the date of
2. Additional administration charges will be levied in the event of payment by
3. If the buyer is not included on DUSEDO’s list of account holders, DUSEDO will
only make delivery if the invoice is paid in advance.
4. If the buyer fails to make payment (in full) on time, it is in default
without the need of further notice of default. DUSEDO then has the right, if and
insofar as there is sufficient link to the buyer’s non-compliance, to suspend or
terminate compliance with all DUSEDO’s obligations with respect to the buyer,
without prejudice to all DUSEDO’s rights under common law.
5. DUSEDO is also entitled to demand payment in cash before delivery of the
goods or to demand a guarantee of timely payment for all deliveries still to be
made. DUSEDO is then also entitled to dissolve the contract without judicial
intervention, whereby the buyer is then obliged to return the delivered goods or
obliged to otherwise undo the performance provided by DUSEDO, without prejudice
to DUSEDO’s entitlement to compensation. If the buyer fails to pay on time, the
buyer will be required to pay DUSEDO or DUSEDO’s credit insurer interest equal
to the statutory interest plus 1% per month from the due date until the date of
complete payment calculated on the unpaid amount without the need for a further
notification from DUSEDO, which interest is payable immediately without further
notice of default. All the costs associated with the collection of invoiced sums
(including the extrajudicial collection costs) will be borne by debtor. The
extrajudicial collection costs are at least 15% of the principal sum with a
minimum of €500, all excluding value added tax. All the negative consequences of
a declining exchange rate or otherwise resulting from late payment or
non-payment will be borne by the buyer, even if the buyer had complied with its
payment obligations in time under the provision in force in its country, but
circumstances or measures outside its control meant that the transfer took place
in a manner detrimental to DUSEDO.
6. In accordance with Civil Code article 6:44 payments are first set against the
costs specified in paragraph 3, then against the interest that has become
payable and finally against the principal sum and the accruing interest.
7. If the buyer’s financial position deteriorates substantially after the
contract is concluded but before delivery of the goods, DUSEDO is entitled to
refuse to fulfil the remainder of the contact in full or in part, or to demand a
change in the terms of payment.
8. The seller can assign its claims arising from all transactions to a credit
insurer of its choice.
Article 6. Delivery times
1. The delivery times specified by DUSEDO commence on the day on which the
contract is concluded, provided that all the information that DUSEDO requires in
order to carry out the order is in DUSEDO’s possession. The delivery times
specified by DUSEDO can never be viewed as being of the essence, unless
expressly agreed otherwise in the individual contract. In event of non-timely
delivery DUSEDO must therefore be given written notice of default. If - contrary
to the above - a penalty for breaching the delivery time is expressly agreed in
the individual contract, this is not payable if the breach of the delivery time
is the result of the cases of force majeure specified in article 12 of these
2. Unless buyers arrange a shipper themselves, the goods will be despatched by
DUSEDO in the manner which DUSEDO deems beneficial using shippers chosen by
DUSEDO at the buyer’s expense and risk.
3. If a buyer asks for deliveries to be made in a manner other than the
customary manner, DUSEDO can charge the costs associated with this to the buyer.
4. If the delivery is made in parts, DUSEDO has the right to treat every
delivery as a separate transaction.
5. The buyer is obliged to take receipt of the purchased goods within the agreed
time. In the absence of this DUSEDO is entitled - at DUSEDO’s discretion - to
demand under the provisions of Civil Code article 6:60 that the competent court
releases DUSEDO from our obligation to supply the agreed goods or to demand
payment of the purchase price for the part not taken without prior notice of
default. If the buyer fails to abide by its payment obligation, DUSEDO is
entitled to dissolve the contract without judicial intervention.
Article 7. Orders
1. Orders can be placed in the following way:
- By telephone on +31 (0)20 626 07 02;
- By fax on +31 (0)20 620 32 64;
- By e-mail: sales@DUSEDO.com;
- Via the website: www.DUSEDO.com;
- Direct in the showroom.
2. The order can be insured within the Netherlands against loss and/or damage on
request. The cost of this will be charged on to the buyer.
3. All orders are despatched to the address provided by the buyer.
4. If required DUSEDO will despatch orders to the buyer in discrete packaging.
5. DUSEDO has the right to make use of third parties to carry out orders.
Article 8. Complaints and liability
1. The buyer guarantees the correctness and completeness of and is responsible
for the information which the buyer has provided to DUSEDO. With regard to the
information provided in the quote of DUSEDO or what forms part of it under
article 2 paragraph 2, colour accuracy etc. the buyer must make allowance for
customary variations and minor changes in the goods supplied by DUSEDO. More
particularly this applies to variations in the contracted quantity and size;
here too the buyer must make allowance for customary variations. The goods
supplied by DUSEDO may therefore deviate from the description in the order if
and insofar as it relates to minor variations in size, variations in quantity
and minor changes.
2. Complaints from the buyer relating to defects in goods which can be
externally observed must be notified to DUSEDO by the buyer within seven days of
delivery. This must be done by means of a registered letter containing a clear
and accurate description of the complaint and with details of the invoice on
which the goods concerned have been invoiced. Buyer must carry out a careful and
3. Defects which cannot be externally observed at the time of delivery nor could
be revealed by a careful and timely check must be notified to DUSEDO by the
buyer within seven days of them coming to light in the manner specified in
4. DUSEDO will summarise the contents of the image media for the buyer. This
information relates particularly to age, type of film and running time.
5. The image media are checked by both DUSEDO and the buyer for any damage upon
collection from the showroom.
6. Delivered and used goods/products which have no defect or defects cannot be
returned or exchanged.
7. Any right of claim which the buyer has against DUSEDO with regard to defects
in the goods supplied by DUSEDO will lapse if:
a. the defects have not been notified to DUSEDO within the period specified for
this in paragraphs 2 and 3 above and/or in the manner specified there;
b. the buyer provides no/insufficient cooperation to DUSEDO with regard to an
investigation into the validity of the complaints;
c. the buyer has not set up, handled, used, stored or maintained the goods in
the correct way or it has used or handled the goods under conditions or for
purposes other than those anticipated by DUSEDO;
d. the use of the goods with regard to which the buyer has made complaints has
e. The guarantee period specified in the individual contract has expired or, if
there is no such period, the complaints are not made until more than six months
has passed since the delivery time.
8. In disputes concerning the quality of the goods supplied by DUSEDO an agency
of good repute to be specified by DUSEDO will make a binding judgment.
Article 9. Liability
1. In the event of complaints and if the validity of complaint concerning the
quality has been upheld by DUSEDO, DUSEDO is only obliged - at DUSEDO’s
discretion - to:
a. repair defects (free of charge);
b. supply replacement goods or parts, after receiving the defective goods or
c. refund the purchase price received/credit note for the invoice sent to the
buyer with dissolution of the contract without judicial intervention, all
insofar as the purchase sum, the invoice and the contract relate to the supplied
d. pay compensation in a form other than described above in consultation with
2. If the buyer has carried out/commissioned repairs and/or alterations to the
goods without express and written prior permission, any guarantee obligation on
DUSEDO’s part will lapse.
3. Apart from any obligations on DUSEDO’s part resulting from the above, DUSEDO
is never obliged to pay any compensation to the buyer or others unless there is
intent or culpability on DUSEDO’s part (by those whom DUSEDO holds liable by
demonstrable legal means). In particular DUSEDO is also never liable for
physical injuries, consequential loss or trading loss, direct or indirect loss
by any name, including loss of profit and stoppage loss, suffered by the buyer,
its subordinates and persons employed by it or third parties as a result of full
or partial re(delivery) of goods, delayed or defective delivery or the failure
to deliver goods or caused by the goods themselves.
4. The buyer is not entitled to return goods concerning which there is no
justified complaint. If this is nonetheless done without valid reason, all the
costs of the return shipping will be borne by buyer. In that case DUSEDO is free
to have the goods stored by third parties at the buyer’s risk and expense.
5. The buyer is obliged to indemnify DUSEDO against all claims which third
parties might make against DUSEDO with regard to the execution of the contract
insofar as the law does not prohibit the loss and costs resulting from these
claims being borne by the buyer.
Article 10. Retention of title and surety
1. Goods supplied by DUSEDO remain the property of DUSEDO until the moment of
full payment of everything which the buyer owes to DUSEDO on the basis of, in
connection with or as a result of the goods supplied by DUSEDO. If DUSEDO deems
it necessary, DUSEDO has the right to demand a surety from the buyer with regard
to its compliance with its obligations.
2. The buyer does not have the right to pledge the unpaid goods, to establish a
right of non-possesory lien on them or to establish any other right in rem or
personal right on them for the benefit of a third party.
3. Without prejudice to the preceding provisions of this article, the buyer is
permitted to sell the goods to third parties, but only as part of the buyer’s
normal business activities. The buyer is then obliged to transfer the monies
received to DUSEDO without delay, or - if not sold for cash - to assign the
claims acquired to DUSEDO without delay.
4. If DUSEDO’s right of ownership over the goods supplied by DUSEDO is lost as a
result of working or processing by the buyer, the buyer obliged to establish a
right of non-possessory lien in favour of DUSEDO on the goods created by the
working or processing.
5. DUSEDO is entitled at all times to take possession of the goods which are in
the possession of the buyer (or third parties) but which are the property of
DUSEDO as soon as DUSEDO can reasonably assume that there is a realistic
possibility that the buyer will not comply with its obligations. The above does
not affect the rights which DUSEDO derives from common law. In particular DUSEDO
also reserves the right to claim compensation from the buyer after DUSEDO takes
possession of the goods.
6. The buyer is obliged to insure against the risk of fire and theft with regard
to the goods which have not been paid for and to produce this insurance at
Article 11. Force majeure
Force majeure refers to any circumstance outside DUSEDO’s control which is of
such a nature that compliance with the contract cannot reasonably be demanded of
DUSEDO (non-attributable shortcomings in the compliance). Force majeure
includes: war, civil commotion and hostilities of any kind, blockade, boycott,
natural disasters, epidemics, a shortage of raw materials, disruption and
interruption of transport provisions, disruptions within DUSEDO’s business,
import and export restrictions or prohibitions, impediments caused by measures,
laws or orders of international, national and regional (public) authorities. If
DUSEDO is unable to comply with its obligation to supply or is unable to comply
properly or in time as a result of force majeure DUSEDO is entitled to consider
the contract or the part thereof that has not yet been executed as being
dissolved or to suspend it for a specified or unspecified period, this at
DUSEDO’s discretion. In the event of force majeure the buyer cannot claim
compensation from DUSEDO.
Article 12. Personal and business information
DUSEDO will never supply the buyer’s personal and business information to third
parties unless required to do so (by law) or with the buyer’s express
Article 13. Deviation and conflict with the law
1. DUSEDO can demand strict compliance with these general terms at all times,
even if deviation from these general terms has been expressly or silently
2. If a provision of these general terms conflicts with a statutory provision,
this provision will be null and void. DUSEDO will replace the provision.
Article 14. Applicable law
All quotes given by DUSEDO and all contracts entered into by DUSEDO are governed
exclusively by Dutch law.
Article 15. Settlement of disputes
All disputes of any kind relating to/arising from contracts entered into by
DUSEDO and deliveries made by DUSEDO will be settled by the competent court in