Business Terms and Conditions
General Terms and Conditions for Business Clients
DXM 3D VOF
Article 1 – Applicability:
These general terms and conditions apply to all business offers and agreements whereby the Partnership operating under the name DXM 3D (hereinafter: "DXM 3D") supplies goods and/or services of any kind and under any name whatsoever to a (current or future, contractual) counterparty (hereinafter: "Customer").
Deviations from and additions to these general terms and conditions are only valid if they have been agreed upon in writing between the parties, including email and Whatsapp.
The general terms and conditions also apply to any further or modified or supplementary agreement as well as all other activities and further actions of DXM 3D with, for, or towards the Customer, even if these general terms and conditions are not expressly referred to therein.
These general terms and conditions have also been stipulated for the benefit of the partners of DXM 3D, the directors, and all those who are or have been employed by or for DXM 3D, respectively all persons for whose actions or omissions DXM 3D could be liable.
The applicability of the Customer's purchasing or other terms and conditions is expressly rejected.
If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions of these general terms and conditions shall remain in full force. In such a case, DXM 3D and the Customer shall consult with the aim of agreeing on new provisions to replace the null and void or annulled provision.
Article 2 – Offer:
Quotations, offers, and other expressions (hereinafter: "offer") from DXM 3D are non-binding, unless DXM 3D has indicated otherwise in writing, including email and Whatsapp.
An offer is in any case deemed to have been rejected if it has not been accepted within fourteen (14) days.
The Customer guarantees the accuracy and completeness of the data provided by or on behalf of the Customer to DXM 3D on which DXM 3D has based its offer.
The prices stated in an offer are exclusive of VAT and/or other taxes and levies imposed by the government and/or other costs, including, but not limited to, shipping, transport, packaging costs, and installation costs, unless explicitly stated otherwise in writing, including email and Whatsapp.
DXM 3D cannot be held to an offer if the Customer knows, or should reasonably know, or should reasonably understand that the offer or a part thereof contains an obvious mistake or clerical error.
An offer does not apply, unless otherwise agreed upon in writing, including email and Whatsapp, to subsequent and/or additional orders.
Documents, including, but not limited to, drawings, designs, and technical descriptions, that are part of an offer are and remain the property of DXM 3D.
Article 3 – Agreement:
The agreement between DXM 3D and the Customer is established by DXM 3D's written confirmation thereof, including email and Whatsapp, to the Customer. With the permission of DXM 3D, the agreement can also be established by a written declaration of agreement from the Customer regarding the offer and the present general terms and conditions following a telephone conversation between DXM 3D and the Customer.
Any provisions made by the Customer on and/or in the quotation – deviating from the quotation – do not lead to an agreement between DXM 3D and the Customer and/or do not form part of the agreement between DXM 3D and the Customer, unless DXM 3D confirms the relevant deviating provision(s) on and/or in the quotation issued by it in writing, including email and Whatsapp.
The Customer warrants to DXM 3D that it is authorized to enter into the agreement.
If the Customer, according to the agreement concluded between the parties, consists of multiple legal entities or natural persons, each of these legal entities or natural persons is jointly and severally liable to DXM 3D for the fulfillment of the obligations arising from the agreement.
The absence of a written confirmation as referred to in Article 3.1 does not affect DXM 3D's claims for payment.
A composite quotation does not oblige DXM 3D to deliver a part of the goods mentioned in the offer for a corresponding part of the quoted price.
DXM 3D is authorized to request advance payment of a part of the agreed price or the full amount of the agreed price. If and insofar as advance payment of a part of the agreed price or the full amount has been agreed upon, the agreed delivery time between the parties shall only commence after DXM 3D has received the aforementioned advance payment. All this does not affect DXM 3D's right to, among other things, suspend its performance in case of late payment by the Customer.
Changes to the agreement can only take place in writing, including email and Whatsapp, and with the consent of all parties.
Article 4 – Execution:
DXM 3D will execute the agreement to the best of its knowledge and ability.
DXM 3D has the right to have certain work performed by third parties.
The Customer is obliged to provide DXM 3D with all data, which DXM 3D indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the agreement, in a timely and complete manner. The Customer guarantees the accuracy and completeness of all data and information provided to DXM 3D. If the data and information required for the execution of the agreement have not been provided to DXM 3D in a timely and/or complete manner, DXM 3D has the right to suspend the execution of the agreement and/or to charge the Customer for the additional costs resulting from the delay according to the usual rates.
DXM 3D is not liable for damage, of whatever nature, as a result of incorrect and/or incomplete data provided by the Customer as referred to in Article 4.a.3.
DXM 3D is authorized to deviate from the agreed specifications if and insofar as this deviation reasonably does not affect the usability of the goods to be delivered. Minor deviations in color, dimensions, or weight, which fall within common tolerances according to good commercial practice, do not constitute grounds for complaints, annulment, or dissolution. The same applies to the surface structure characteristic of DXM 3D print work, which may remain partially visible even after finishing. In this regard, the Customer declares to be aware of and to accept that dimensional tolerances and/or color deviations or a visible surface structure may occur, and that the chance of the aforementioned deviations increases with partial and/or subsequent deliveries. Unless otherwise agreed upon in writing, including email and Whatsapp, DXM 3D manufactures thermoplastic products, which therefore do not have the properties of thermosetting plastics.
When DXM 3D manufactures and/or supplies goods based on a design and/or idea supplied by the Customer, all in the broadest sense of the word, the Customer guarantees that this does not infringe on the rights of third parties, including intellectual property rights in particular. In this regard, the Customer indemnifies DXM 3D against any claim made against DXM 3D, both in and out of court. In this regard, the Customer is obliged to assist DXM 3D, both in and out of court, if DXM 3D is sued by a third party in this regard. The Customer must, upon DXM 3D's first request, do all that can reasonably be expected of the Customer in that case, including, but not limited to, conducting a defense. All damages suffered and costs incurred by DXM 3D in this regard, including but not limited to the costs of conducting a defense, must be paid in full by the Customer to DXM 3D in advance and upon first request.
When DXM 3D develops the design and/or idea, all in the broadest sense of the word, for the purpose of manufacturing and/or supplying the agreed goods, the intellectual property rights regarding this idea and/or design – even after delivery of the goods – remain with DXM 3D.
Unless otherwise agreed, the Customer is responsible for obtaining any necessary (whether written or not) approval or permit from municipal services and/or other authorities.
In the event that the goods to be delivered must be used outside the Netherlands and these goods must comply with the technical requirements or standards applicable in that country, which are prescribed by the government, DXM 3D is only responsible for complying with those technical requirements and/or standards if the Customer has notified DXM 3D in writing, including email and Whatsapp, of the specific applicable legal technical requirements and standards before concluding the agreement and has also made them part of the agreement. All other technical requirements imposed by the Customer on the goods to be delivered that deviate from the usual specifications of the goods provided by DXM 3D must also be explicitly communicated by the Customer in writing, including email and Whatsapp, when concluding the agreement.
DXM 3D is at all times authorized to terminate the agreement without being or becoming liable for damages if the agreement proves to be impracticable for DXM 3D due to circumstances unknown to it when concluding the agreement, such as, but not limited to, the circumstance that the item to be manufactured and/or delivered infringes on the rights of third parties or the item to be manufactured and/or delivered is intended for use that is contrary to the law and/or public morality.
DXM 3D offers both semi-finished products (bare 3D-printed objects), total solutions, and small print work. In addition to the other provisions in these general terms and conditions, specific, supplementary provisions relating to the aforementioned semi-finished products are included below in Article 4.a. If any provision in these general terms and conditions should conflict with one or more of the specific provisions under 4.a., the specific provision shall prevail over the general provision.
Article 4.a. – Semi-finished products:
- The 3D design is designed by DXM 3D or created by means of a 3D scan or supplied by the Customer.
- In the event that the Customer supplies the 3D design, the Customer must provide DXM 3D with the dimensions (length, width, and height in millimeters) and quantities per product to be manufactured in writing, including email and Whatsapp.
- If the Customer intends a specific use for the product to be manufactured, the Customer must communicate this to DXM 3D prior to concluding the agreement. Failing this, DXM 3D will manufacture the product in accordance with common standards and cannot be held to take into account possible processing, requirements, and/or conditions necessary for this specific use.
- A characteristic of a semi-finished product is that it is not preserved, finished, or otherwise (post-)treated. Depending on the material used, this can lead to degradation of the material concerned. The Customer declares to be aware of this and to accept it.
- The Customer is solely responsible for any further processing, (post-)treatment, finishing, and/or preservation and/or assembly.
Article 5 – Deliveries:
Unless expressly agreed otherwise in writing, the delivery of DXM 3D products takes place ex works / DXM 3D warehouse (hereinafter: "place of delivery").
Unless otherwise agreed, the loading of the goods from the place of delivery into the means of transport used or designated by the Customer, the transport, and the method of packaging are for the account and risk of the Customer. The foregoing also applies if and insofar as DXM 3D arranges or has the transport arranged at the request of the Customer. In all cases, DXM 3D does not have a forklift at its disposal. The Customer must arrange for this themselves.
The risk of loss, theft, embezzlement, or damage to the goods manufactured and/or to be delivered by DXM 3D transfers to the Customer at the moment that the Customer or a third party designated by him receives the goods at the place of delivery.
The Customer is obliged to take delivery of the purchased goods at the moment they are made available to him according to the agreement or at the moment they are delivered to him or an address specified by him. If the Customer refuses to take delivery or fails to provide the necessary information or instructions to proceed with delivery, the goods will be stored at the expense and risk of the Customer. If the goods were to be delivered to an address specified by the Customer, the costs of transport from the delivery address to the storage location shall be borne by the Customer, as well as the costs for transport from that storage location to the final place of delivery. Any further reasonably incurred costs shall also be borne by the Customer.
An agreed delivery time is not a strict deadline, unless expressly agreed otherwise in writing.
DXM 3D is at all times permitted to deliver sold goods in parts and to invoice these parts separately.
Article 6 – Assembly:
Unless otherwise agreed in writing, the costs of assembly by DXM 3D are not included in the price.
Unless otherwise agreed in writing, assembly takes place at the expense and risk of the Customer.
Article 7 – Design, samples, specimens, and models:
In case DXM 3D has shown or provided a design, specimen, model or sample, this design, specimen, model or sample is considered to have been provided by way of indication only. The quality of the goods to be delivered may deviate from the design, specimen, model or sample, unless it has been guaranteed in writing that the goods will be delivered in accordance with the shown and/or provided design, specimen, model or sample.
Article 8 – Changes and additional work:
If DXM 3D performs work and/or services that fall outside the scope of the agreement at the request or with the prior consent of the Customer, these activities and/or services will be reimbursed by the Customer in accordance with DXM 3D's usual rates.
Article 9 – Termination of agreement:
Parties may terminate the agreement in whole or in part with immediate effect without notice of default if:
The counterparty is granted, whether provisional or not, a suspension of payments;
Bankruptcy is applied for and/or declared for the counterparty;
The counterparty's business is liquidated or terminated.
DXM 3D may terminate the agreement in whole or in part with immediate effect without notice of default if:
The decisive control over the Customer's business changes directly or indirectly.
Upon termination of the agreement due to one of the cases mentioned in paragraph 1 of this article, DXM 3D is not obliged to any refund of amounts already received or to compensation for damages.
If circumstances of a personal nature and/or material nature occur which DXM 3D uses or usually uses for the fulfillment of the agreement and which are of such a nature that the execution of the agreement for the benefit of the Customer becomes impossible, or becomes so difficult and/or disproportionately costly that compliance with the agreement cannot reasonably be required of DXM 3D, DXM 3D is authorized to dissolve the agreement without the Customer being entitled to any compensation for damages or costs.
Article 10 – Warranty:
DXM 3D guarantees that the goods to be manufactured and/or delivered under the agreement comply with the usual requirements that can be imposed on them.
The warranty for goods delivered by DXM 3D, but manufactured by others, exclusively covers the warranty granted to DXM 3D by these others.
Expressly excluded from any warranty on goods delivered by DXM 3D are: normal wear and tear (including gradual discoloration and loss of gloss), reduction of usability and decreasing compatibility due to technological progress or otherwise, any form of damage arising during or after the Customer's own application of (self-adhesive) materials, damage due to inexpert or careless use, damage arising after or as a result of changes made after delivery, damage arising as a result of weather influences and/or improper use, as well as damage arising during transport, including damage during packing and/or loading or unpacking and/or unloading.
DXM 3D is not responsible for the suitability of the item for a specific intended use. This risk lies with the Customer, unless this has been expressly agreed upon in writing by DXM 3D when concluding the agreement.
Article 11 – Retention of title:
All goods delivered by DXM 3D to the Customer or a third party designated by the Customer remain the property of DXM 3D until the Customer has fulfilled all obligations arising from the agreement.
Article 12 – Defects and complaint period:
The Customer must inspect the purchased goods, if possible, immediately upon delivery or as soon as possible thereafter, or have them inspected, no later than five (5) days after delivery. The Customer must then check whether the delivered goods comply with the concluded agreement, namely whether the correct goods have been delivered, whether the quantity of the goods corresponds to what was agreed, and whether the delivered goods meet the expressly agreed quality requirements or, if these are lacking, the requirements that one may expect according to Dutch commercial practice.
Minor deviations within the generally accepted tolerance limits do not count as defects.
If visible defects or shortcomings are found, the Customer must report these in writing to DXM 3D within eight (8) days of delivery.
Non-visible defects or shortcomings must be reported in writing by the Customer to DXM 3D within three (3) days of discovery, but no later than thirty (30) days after delivery, failing which the right to claim will lapse.
DXM 3D will promptly check timely notifications of defects or shortcomings. If the notification is made on time and, in the opinion of DXM 3D, is justified, DXM 3D will rectify the defects or shortcomings within a reasonable period and/or replace the delivered goods or offer another appropriate solution to the Customer. In this case, the Customer remains fully obliged to fulfill its (payment) obligations arising from the agreement.
Failure to observe the investigation and/or notification periods mentioned in this article and/or the commissioning or storage of the delivered goods will result in the Customer no longer being able to assert any rights against DXM 3D under the relevant agreement, without prejudice to the Customer's obligation to fulfill its obligations under the agreement towards DXM 3D.
Article 13 – Payment:
All prices are exclusive of VAT and other levies and costs as referred to in Article 2 of these general terms and conditions. Payments must be made in euros.
Unless otherwise agreed, a payment term of fourteen (14) days after the invoice date applies, which means that payment of the amount due must be credited to DXM 3D's bank account within fourteen (14) days.
If the term of fourteen (14) days after the invoice date has expired without payment having taken place, the Customer is in default without any summons or notice of default being required. From the moment the default occurs, the Customer owes DXM 3D 3% of the outstanding amount for each day that payment is late. In addition to the contractual penalty, DXM 3D can then claim damages, including statutory (commercial) interest.
If the Customer remains negligent in paying the claim after a reminder or notice of default, DXM 3D can outsource the claim for collection, in which case the Customer is obliged, in addition to the total amount then due, to reimburse all judicial and extrajudicial costs, including all costs calculated by external experts such as a bailiff and lawyer. As proof of these costs, invoices from the external experts engaged by DXM 3D serve as full proof. The foregoing does not affect DXM 3D's other legal and contractual rights.
With regard to the services provided by DXM 3D and the amounts due from the Customer for them, the data from DXM 3D's administration constitute full proof, without prejudice to the Customer's right to provide counter-evidence.
Liquidation of the Customer, or bankruptcy or suspension of payment of the Customer, or an application for bankruptcy or suspension of payment of the Customer, leads to all payment obligations towards DXM 3D becoming immediately due and payable.
The Customer is not entitled to suspend any payment or to set off any amounts due.
Payments made by the Customer always serve first to settle all outstanding interest and costs, always first for the oldest invoices, and secondly to settle the oldest due invoices.
Article 14 – Force majeure:
DXM 3D is not obliged to fulfill any obligation if it is prevented from doing so by force majeure. Force majeure is understood to mean, in any case, but not limited to:
Force majeure of (sub)suppliers of DXM 3D;
The non-fulfilment or incomplete fulfilment of obligations of (sub)suppliers or other third parties prescribed by the Customer to DXM 3D;
Strikes, go-slows or any other action by or on behalf of employees of DXM 3D or by or on behalf of trade unions;
Transport problems, including breakdowns or delays in traffic;
War, threat of war and natural disasters as well as circumstances such as a pandemic whereby DXM 3D cannot properly conduct its business;
Fire, water damage and flooding etc.;
Government measures that prevent DXM 3D from fulfilling its obligations timely or properly and/or completely;
Defectiveness of goods, equipment and/or materials, all in the broadest sense of the word, the use of which has been prescribed by the Customer to DXM 3D;
A general shortage of necessary raw materials and other goods or services required for the performance of the agreed service, including when the costs of these raw materials, goods or services necessary for the agreed service have significantly increased in price after the conclusion of the agreement;
Excessive absenteeism of DXM 3D employees.
If the performance is delayed by force majeure for more than one (1) month, each party is entitled, to the exclusion of further rights, to dissolve the agreement in writing without DXM 3D being obliged to compensate any damage suffered by the Customer or third parties or any other guarantee, including consequential damage from both the Customer and third parties.
Insofar as DXM 3D has already partially fulfilled its obligations at the onset of force majeure or can only partially fulfill its obligations, it is entitled to invoice the already delivered and/or partially yet to be delivered part separately, and the Customer is obliged to pay this invoice as if it concerned a separate agreement. This does not apply if the already delivered and/or the still deliverable part has no independent value according to objective standards, whereby the intended use by the Customer plays no role.
Article 15 – Liability:
Except in cases of intent or gross negligence, DXM 3D is not liable for any damage whatsoever, in particular as a result of business and/or personal injury, suffered by the Customer and/or its employees and/or third parties as a direct and/or indirect consequence of defects in goods manufactured and/or supplied by it, including ancillary tools and/or services supplied with that good, as well as actions of its employees and/or third parties engaged by it.
DXM 3D is never liable for indirect damage, including but not limited to, consequential damage, loss of profit, missed savings, and reduced goodwill.
In the event that DXM 3D is liable, this liability is limited to a maximum of the invoice amount relating to the part of the agreement to which the liability relates. In the case of small print work, DXM 3D is not obliged to compensate the Customer for any damage more than the value of the delivered item if the price of the delivered item is disproportionate to the damage suffered directly or indirectly by the Customer. This is in any case deemed to be the case if the damage amounts to more than five times the price of the relevant delivered goods.
DXM 3D is never liable for damage and/or costs as a result of delay in the delivery of the goods to be delivered by DXM 3D.
Insofar as DXM 3D is held liable on the grounds of product liability for goods delivered by DXM 3D, the defect that caused or contributed to the relevant damage is deemed to have arisen through the actions of the Customer if the Customer has not fulfilled its obligations for immediate inspection of the delivered goods, or if, despite inspection of the goods, the Customer did not notice the defect while it could reasonably have been expected that the Customer would have noticed the defect with expert inspection. In such a case, the Customer indemnifies DXM 3D against claims from third parties, including employees of the Customer.
A condition for the right to compensation always arising is that the Customer reports the damage to DXM 3D in writing as soon as possible after its occurrence. Any claim for compensation will in any case expire after six (6) months from the moment an order has been executed, or when knowledge of the damage and DXM 3D's liability for it could reasonably have existed.
Article 16 – Applicable law and disputes:
Dutch law applies to the agreement between DXM 3D and the Customer as well as to these general terms and conditions and all disputes arising from and/or related to them. The aforementioned disputes will be submitted to the District Court in Oost-Brabant.