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General Terms and conditions of DamenCNC

Article 1: Scope of Application
1. These conditions are applicable to all legal relationships between DamenCNC and
potential customer’s, including all offers, quotations and agreements between
DamenCNC and the customer to which DamenCNC has declared these terms and
conditions applicable, in so far as these conditions have not been expressly departed
from in writing by the parties.
2. These terms and conditions are further applicable to all contracts with DamenCNC that
are executed with the assistance of third-parties.
3. Departures from these general terms and conditions are valid exclusively if expressly
agreed in writing.

Article 2: Offers and formation of the contract
1. All offers made by DamenCNC are subject to contract unless an acceptance period
has been expressly stated in or in relation to the quotation. Prices on the website are
valid, except for type errors.
2. An agreement comes together after an order or assignment have been given in
writing or other means of communications and validated by DamenCNC.
Add-ons, changes and other appointments of placed orders and assignments are only
valid if they are validated in writing by DamenCNC.
3. DamenCNC has the right in all cases to revoke the agreement (order) till 10 days
after the realization, without any explanation.
4. By a complex quotation there is no obligation for DamenCNC to deliver parts of the
offering included goods against according consistent part of the price, nor is the
offering of DamenCNC valid for automatic orders.
5. In case of multiple customers in a party in an agreement, all single customers are in
principle linked to follow up to the agreement to fulfil their obligations to DamenCNC.
6. In the absence of agreement to the contrary, the prices stated in the fore mentioned
offering or quotations are exclusive of VAT and other governmental levies as well as
the costs incurred in relation to the contract, including forwarding and administration
expenses.
7. The offer is based exclusively on the information provided for that purpose by the
customer, and DamenCNC can rely on the accuracy and completeness of that
information. The customer guarantees the accuracy and completeness of that
information.
8. The contract is formed between DamenCNC and the customer by one of the following
methods and times:
a) If no order confirmation is sent, at the time at which the customer
accepts in good time and verbally or in writing and in unamend form an
offer made by the user;
b) If an order confirmation is sent, at the time at which the user takes
receipt of the returned order confirmation that was sent to the consumer,
signed for agreement;
c) Or at the time to which the user commences execution of the order on the
consumer's request.
Notwithstanding the above, either party is free to make a case that the
contract has been formed by other means and/or at a different time.

Article 2A: Execution of the contract
1. DamenCNC will execute the contract with the due care that can reasonably be
expected of a good contractor. DamenCNC does not however guarantee that a certain
result will be achieved.
2. All deadlines indicated by the DamenCNC are indicative and are not to be regarded as
firm deadlines.
3. In cases of late delivery DamenCNC must be held in default by the consumer before
being considered to be in default.
4. If and in so far as required for the correct execution of the contract, DamenCNC
reserves the right to have the work carried out by third-parties.
5. The customer shall ensure that DamenCNC is provided in time with all information
that DamenCNC indicates is necessary and which the customer could reasonably be
expected to realise is necessary to the execution of the contract. If the information
required for the execution of the contract is not issued to DamenCNC in time,
DamenCNC reserves the right to suspend execution of the contract and/or to charge
the customer with extra costs incurred as a result of the delay at the current market
rates.

Article 3: Delivery
1. Delivery will take place from factory/warehouse or from other place if agreed on.
2. Delivery schedules given by DamenCNC are estimates
3. The customer is obliged to accept the goods at the time at which DamenCNC delivers
them or has them delivered to him or when they are made available to him in
accordance with the contract.
4. The customer must buy the purchase at the moment that they are available for him.
The moment of availability of the purchase is valid for the period on which is agreed
on for collecting the materials or in case a transport/dispatch agreement was made
with DamenCNC. The moment (choice of DamenCNC) after which DamenCNC will
offer the purchase at the agreed address.
5. If the customer refuses to take delivery from DamenCNC or refuse to accept the
merchandise or fails to provide information or instructions necessary to delivery,
DamenCNC shall be entitled to store the goods at the customers’ expense and risk
after DamenCNC has notified him of his intention to do so, and if/or transport or
delivery was agreed on with DamenCNC, the cost for the second transport or delivery
will be charged at customer.
6. In case the customer refuses to accept the merchandise for the duration of 14 days,
DamenCNC is entitled to dissolve the contract/agreement, in case customer – in
deviation of article 8 Dissolution - will be held liable for 100% of the cost of the
transaction increased with interest and cost undiminished the claim of the
reimbursement of the real cost or higher damage.
7. If DamenCNC and customer have agreed on delivery, delivery shall take place at cost
of customer unless DamenCNC has notified the customer of the delivery costs upon
entering into the contract. DamenCNC reserves the right to invoice the delivery costs
separately upon delivery.
8. The risk of the merchandise shall transfer to the customer at the time at which they
are legally and/or actually delivered to the customer and are thus placed at the
customers’ disposal or a third-party nominated by the customer for that purpose.

Article 4a: Cancellations by consumers
1. In case of purchase on distance by consumer’s , meant in Book 7 department 9A BW,
the buyer/consumer has often special legal rights, in which case this article is valid.
With reference to legal rights this is valid in case a consumer is buying via internet at
DamenCNC web shop.
2. In case of consumer’s buying on distance, the buyer/consumer has the legal right till
7 workdays after receiving the merchandise to annul the purchase agreement without
giving any reason. The annulation must be done in writing including the order
number, except if the law has compelling reasons for not doing so.
3. Unless agreed differently or in case the law has compelling reason to regulate
differently, if customer exercise the right for annulation, the customer needs to return
the merchandise to DamenCNC without summation within 5 days after decomposing
the agreement, in observance of the following
a. complete, unused and undamaged
b. including documentation and guarantee cards
c. including a copy of the invoice of DamenCNC
4. Return shipments are at cost and risk of buyer. In case buyer wants to return the
merchandise personally at DamenCNC, he has to make first an appointment before
returning the merchandise.
5. In case of annulation, as described in article 4a-2, DamenCNC cannot reimburse any
additional cost except for the direct cost.
6. Unless the merchandise is not received completely and correct is returned,
DamenCNC will reimburse customer in a grace period of 30days.
7. Unless agreed otherwise, or the law has compelling different reasons, DamenCNC has
the right in case of annulations as written in article 4a-2 and the customer is
breaking the regulations as written in article 4a-3 to adjust the reimbursement of the
merchandise, DamenCNC has still the right to narrate the complete damage at
customer.
8. The cancellation right is not valid in case of:
a. Software, computer programs of which seals are broken
b. Electronic modules
c. Special ordered items, composite products
d. Spare parts
e. OP=OP products
9. Products of which DamenCNC indicates that cancellation is prohibited.

Article 4b: Cancellations by business customers
1) Business customers (no consumers) have the legal right till 7 workdays after
receiving the merchandise to annul the purchase agreement.
2) DamenCNC will set following conditions of annulations based after shipment of order.
a) Return shipment can only done if complete, unused, undamaged and including
documentation and guarantee cards and a copy of the invoice of DamenCNC.
b) Return shipments are at cost and risk of buyer. In case buyer wants to return
merchandise personally at DamenCNC then he has to make an appointment
before returning the merchandise.
c) In case of annulation of the order extra cost and damages will be charged at
buyer.
d) Cancellation right is not allowed/valid in case of:
· Software, computer programs of which seals are broken
· Electronic modules
· Special ordered items, composite products
· Spare parts
· Special action/special sale products
· Products of which DamenCNC indicates that cancellation is prohibited.

Article 5: Delivery times
1. Estimations of delivery times given by DamenCNC are never fatal delivery times.
2. In case of late delivery or incomplete or not correct delivery the buyer has to write a
default complaint.
3. Delivery times given by DamenCNC starts when all necessary detail information of
order is given.
4. DamenCNC is allowed to ship orders in partial delivery. This is not valid in case partial
delivery has no independent value. In case of partial delivery, DamenCNC is entitled
to invoice the delivered items.

Article 6: Technical demands, etc.
1. In case of delivered items are used outside the Netherlands, DamenCNC is not
responsible that the delivered items satisfies technical demands, norms, specifications
which are set by laws or agreements of the country were they are used. This is not
valid in case DamenCNC by closing of the deal acknowledge that the items delivered
satisfy the technical demand, norms and specification in that country.
2. All other technical demands which buyer demands to be valid for the delivered items
and which deviate of the normal technical demands, need to be mentioned explicit
by buyer during the purchase agreement.

Article 7: Samples, models and examples
1. In case DamenCNC shows or provide a sample or model, will this display only be an
indication. The quality, capacity of the display can deviate of the delivered item,
unless explicit was stated that the delivered item was conform the showed display
sample.

Article 8: Suspension and dissolution
1. If the customer fails to meet any obligation to DamenCNC or to meet it in full or on
time, if the customer is declared bankrupt or a request for his bankruptcy is filed at
the court, if the customer has applied for or been granted suspension of payment, if
goods of the buyer/consumer are subjected to an attachment, or if the customer is
placed under administration or guardianship, DamenCNC has the right to suspend
compliance with his obligations to the customer or to dissolve the contract with the
customer in full or in part, without any notice of default or legal intervention being
required and without being obliged to pay any compensation for damages, without
prejudice to the remaining rights of the user, including the right to claim
compensation for damages.
2. In case of dissolution by DamenCNC the buyer is liable to pay compensation at
DamenCNC, the damage will be valued at least of a minimum of 30% of the deal plus
interest and additional cost, without prejudice to DamenCNC to ask for a higher or
real damage compensation.
3. Article 8.2 is not valid for consumers of which the period of revocation not has passed
as meant in article 4a.

Article 9: Guarantee
1. DamenCNC provides guarantee on all delivered goods and guarantees that all
delivered goods meet the normal standards of soundness and usability and the
statutory requirements. Guarantee can only be given by DamenCNC if supplier or
manufacturer of these goods still provide guarantee on the delivered goods.
DamenCNC cannot be held responsible for additional guarantee.
2. The buyer/customer only have the right on guarantee if all goods are fully paid for.
3. DamenCNC will repair faults that occur during normal use of the delivered goods free
of charge provided that they are covered by the guarantee. DamenCNC will determine
whether the guarantee applies and the method of repair. DamenCNC is also
authorised to replace defective goods. If DamenCNC opts to replace the goods and
offers the customer a completely new article, a standard percentage will be charged
to cover depreciation/usage costs.
4. No claim can be made on the guarantee if the defect or the wear is evidently the
result of defective maintenance or if the wear can be regarded as normal wear and
tear. Neither can the guarantee be invoked in the following cases:
- If changes have been made in or to the delivered goods by third-parties;
- If the defects have been caused by unintended or inexpert usage (such as
failing to act according to the accompanying directions for use);
- If the goods are damaged as a result of intentional act or omission or gross
negligence;
- If the goods are damaged as a result of outside causes (such as lightning
strike, power failure, natural disaster, etc.);
- If the customer fails to provide DamenCNC with the place, opportunity or time
to investigate and repair the defect;
- If the customer remains in default and fails to meet his or her obligations.

Article 10: Retention of title
1. All goods delivered by DamenCNC remain the property of DamenCNC until the
customer has met payment in full all of the obligations under the contract entered
into with DamenCNC; this to be decided at DamenCNC discretion.
2. Goods delivered by DamenCNC, on the strength of article 10.1 of the retention of
title, goods falling under the ownership of DamenCNC, may be used in normal
execution of the company.
3. The customer is not authorised to pawn, pledge or encumber in any other way the
goods covered by retention of title.
4. In the event of third-parties imposing an attachment on the goods delivered under
retention of title or setting out to establish or invoke any rights to them, the customer
is obliged to notify DamenCNC of that as soon as may reasonably be expected.
5. In the event of DamenCNC wishing to exercise his property rights as provided for in
this article, the customer hereby gives unconditional and irrevocable permission, now
for then, for the user or third-parties engaged by DamenCNC to enter the places
where the property of DamenCNC is located and to repossess that property.
6. The customer is obliged to insure goods covered by the retention of title, and to keep
the goods insured against fire, explosion damage or water damage as well against
theft. Customer need to show/provide insurance documents at first request.

Article 11: Inspection / complaints
1. The customer must inspect the delivered goods/items at delivery or at the latest
three working days after delivery. The customer must inspect the delivered
goods/items based on the signed contract, and checked if:
- If the delivered are correct;
- If quantity of the delivered items is correct based on the signed contract;
- If the goods meet the requirements or if there are no requirement
specifications at least satisfies the request.
2. In case of visible defects or shortcomings are established, the customer has to report
the shortcoming in three working days at DamenCNC. If three working days are
passed and no complaint is made by DamenCNC, in that case DamenCNC has
deemed delivered the goods correctly
3. If the customer complains in time, his commitment to pay and to purchase the goods
still remains valid. As long as payments are not made in full, DamenCNC will not
accept any complaints. DamenCNC has the right to accept and process a complaint
awaiting and pending the claim to request supplementary security or payment,
whether or not request to put money into the account of a lawyer or notary before a
complaint can be processed.
4. The customer must notify DamenCNC in writing of complaints within three days of
establishing the defect. The letter of complaint should contain a description of the
failure to perform in as much detail as possible so that DamenCNC is able to put
forward an adequate response. Evaluation of complaints and repairs are not done by
customer in house.
5. If a complaint is well-founded, DamenCNC is authorised to decide at his own
discretion whether to amend the invoice, redeliver the relevant product or service or
reimburse a proportion of the price already paid without continuing to implement the
contract.
6. If the customer fails to lodge a claim within the period provided for in article 9.1, all
of his rights and claims of any nature regarding the subject of the complaint made or
which could have been made during that period shall be null and void.
7. Items only can be returned after a written given permission by DamenCNC.
8. The customer is responsible for returning the goods at his cost and risk.

Article 12: Intellectual property
1. The copyright and intellectual property of equipment, software and documentation
remain in ownership of DamenCNC or distributors/suppliers. Customer obtains only
the right of use.

Article 13: Price/price increase
1. Unless explicit mentioned in another way, all prices given by DamenCNC are only
valid for the products and in:
· Euro
· Excluding BTW/VAT
· Excluding delivery and transport cost
· Ex factory/company
2. Prices on the website are under the restriction of type errors or not yet implemented
price increases.
3. When DamenCNC and customer are signing a contract for a certain price agreement,
DamenCNC has still the right to increase the price, if DamenCNC can show that
between signing and delivery of the goods a major price increase took place on raw
materials, currency and wages. DamenCNC has the right to raise the price is provided
for by law.
4. In case the price increase is over 10%, the customer will be authorised to dissolve
the contract, without any claim of compensation by DamenCNC.

Article 14: Payment
1. Payment need to be made in advance or cash upon delivery or within fourteen days
of the invoice date. Objections to the level of the bills do not suspend the payment
obligation.
2. DamenCNC has the right to ask for pre-payment, or the right for asking for standing
security of payment, which need to be satisfied directly.
3. If the customer fails to remit payment within the 14-day period, the customer shall
be held in default by operation of law. The customer shall in that case be liable for the
payment of interest (1% per month) equal to the statutory interest rate at that time.
The interest over the payable amount shall be calculated from the time at which the
customer was held in default until the time of full and final settlement, in which
context part of a month shall be deemed to be a full month.
4. DamenCNC claims on the customer shall become immediately due and payable in the
event of the customer being declared bankrupt, granted suspension of payment,
being subjected to attachment or placed under administration or guardianship.
5. DamenCNC reserves the right to have payments made by the customer extend first
to payment of costs, then to outstanding interest and finally the principal amount and
the current interest. DamenCNC can refuse a payment offer, without thus being in
default, if the customer indicates a different order of allocation. DamenCNC can
refuse full payment of the principal amount if the due and current interest and costs
are not remitted at the same time.
6. If customer exceeds any payment period DamenCNC has the right to discontinue
further deliveries to the customer until the full outstanding amount under all
contracts entered into with DamenCNC has been paid. DamenCNC is in that case
further entitled to send subsequent deliveries exclusively on cash on delivery basis.
7. Payments can only be done in full without any discount or correction on the invoice
and without the right of opposing party to distrain seizure indictment of DamenCNC.
8. Payments made by customer are always the completion of interest and cost on the
first place and in the second place for the collectable invoices which are accessible for
the longest time, even if the opposing party is claiming indicates that they are for a
later invoice.

Article 15: Liability
1. In the event of DamenCNC supplying defective goods, DamenCNC liability to the
customer is limited to the provisions set forth in these conditions under article 9 -
Guarantees.
2. In cases where the manufacturer of a defective item is liability for consequential
loses, the liability of DamenCNC is limited to repairing or replacing the item or to
reimbursing the purchase price.
3. Notwithstanding the above, DamenCNC cannot be held liable if the loss can be
attributed to intentional act or omission and/or gross negligence and or culpable act
on the part of the buyer or inexpert or incorrect usage by the customer.
4. The limitations of liability for direct losses set out in these conditions are not
applicable in cases where the loss can be attributed to intentional act or omission or
gross negligence on the part of DamenCNC or his subordinates.
5. DamenCNC is further authorised at all times to maximally limit or reverse the
customers loss, for which the customer is obliged to cooperate in full.
6. The customer is obliged to limit or, where possible, to reverse his or her loss and that
of his or her members.
7. The liability of DamenCNC is always limited to the amount the insurance company of
DamenCNC will provide. Current maximum is € 2.500.000,-

Article 16: Machine Safety
1. DamenCNC is selling parts for construction of machines. DamenCNC is not
responsible for the machine safety and agreements of legal demands (CE) which are
set for building machines. The constructor (person who is responsible for assembly
and use of the machine) of the machine is always responsible that the machine meets
the legal demands.
2. Article 16.1 is not valid in case DamenCNC delivers a complete machine and
DamenCNC comes to an agreement that DamenCNC will comply to the legal
demands.
3. Cost for any damage in case this damage occurs to personal or equipment due to not
meeting the safety requirements are never at cost for DamenCNC.

Article 17: Force majeure
1. The parties are not be required to comply with any obligation if prevented from doing
so as a result of a circumstance that is beyond their control and for which they cannot
be held accountable by virtue of the law, a juristic act or generally accepted views.
2. In these general conditions, force majeure is defined - in addition to that which is
deemed as such by law and legal precedent - as all circumstances, foreseen or
unforeseen, that are beyond the control of DamenCNC but which prevent DamenCNC
from meeting his obligations. That includes strikes at DamenCNC business.
3. No claims for any compensation can be made by the customer in the event of force
majeure.
4. If a case of force majeure leads to an agreed date or term being exceeded, the
buyer/consumer has the right to dissolve the relevant contract by means of written
notification to that effect. That dissolution shall not extend to goods that have already
been delivered; those goods must be paid for by DamenCNC with due observance of
article 6 of these general conditions.

Article 18: Expiry period
1. Notwithstanding the provisions of article 11, the customer is obliged if he is or
remains of the opinion that DamenCNC has failed to implement the contract on time,
completely or correctly - unless this is done subject to the provisions of article 11.1 -
to notify DamenCNC as such in writing and without delay and to exercise his rights to
institute claims on that basis within 14 days of the date of that notification, or within
14 days of the time at which notification should have taken place, in the absence of
which all of his rights and claims in that regard shall lapse upon expiry of the period
set forth above.

Article 19: Collection costs
1. All judicial and extrajudicial (debt collection) costs reasonably incurred by DamenCNC
in connection with the customers non-compliance or late compliance with his
payment obligations shall be for the customer’s account.
2. The customer is liable for payment of statutory interest over the debt collection costs.

Article 20: Indemnification
1. The customer indemnifies the DamenCNC against claims of third-parties regarding
intellectual property rights on materials or information issued to the customer and
which are used during implementation of the contract.
5. The customer indemnifies DamenCNC against claims of third-parties regarding losses
related to or arising from the contract implemented by DamenCNC if and insofar as
DamenCNC is not liable to the customer in that respect by virtue of the provisions of
article 9.

Article 21: Applicable law and disputes
1. In the absence of mandatory rules of law to the contrary, the court in DamenCNC
place of establishment has exclusive competent jurisdiction.
2. All legal relationships between DamenCNC and the customer to which these general
conditions apply shall be governed by the laws of the Netherlands. The Vienna Sales
Convention is expressly excluded.
3. This document is a translation. In the event of any dispute tot the interpretation of
any of these conditions, the official Dutch language version shall prevail.