General Conditions of Sale

 

Article 1: General provisions

The present general conditions apply to all provisions and products as well as to all agreements and understandings concluded between Dolfin and the client, notwithstanding all provisions to the contrary and any conditions of the client. Any order entails the adherence on the part of the client, unreservedly, to the present conditions.

Article 2: Provisions and products, orders and confirmations

2.1 The provisions and products of Dolfin are only binding upon the latter, unless specified otherwise, for a maximum period of one month.

2.2 All orders are irrevocably binding on the client and cannot be cancelled even before their acceptance by Dolfin.

In the case of a discrepancy between the provisions or products and the order confirmation, the client is deemed to have recorded their agreement concerning the content thereof, if, within eight hours of receipt of the order, the client has not communicated in writing their refusal of the order or any reserves concerning the order.

Orders taken by our representatives and their decisions are not binding upon Dolfin other than following written confirmation by Dolfin.

Article 3: Price

The prices indicated on the order confirmations by Dolfin are indicative. The merchandise and work done shall be invoiced at the tariff in force on the date of dispatch, i.e. when handed over to the carrier.

Article 4: Delivery lead times

4.1 Delivery lead times are only indicative and failure to meet these lead times shall not give rise to any entitlement to claim on the part of the client. If a fixed deadline has been specified, Dolfin shall have an additional period of 3 weeks following the sending of notice on the part of the client by registered letter.

4.2 Agreed delivery lead times shall fall into abeyance in the case of a delay on the part of the client in submitting any document, design or model, or in sending corrected proofs and imprimatur.

Such a delay shall entitle Dolfin to damages arising from the immobilisation of raw materials, equipment and labour, equivalent to 10% of the agreed price.

4.3 If the client continues in failing to submit any documents or send proofs, Dolfin shall be entitled to invoice, without notice on its part, as from the deadline agreed upon or normally accepted, for the portion of the work supplied, the equivalent value of the raw materials used, as well as 20% of the agreed price, by way of lump-sum compensation, without prejudice to the Dolfin’s right to cancel the contract.

Article 5: Aggregation, delivery, dispatch

5.1 The client has an obligation to take delivery of the merchandise on the agreed date.

5.2 Dispatches and deliveries are always made at the risk of the client with no responsibility on the part of Dolfin, the merchandise being deemed to have been delivered in our stores, even if, at the request of the client, the merchandise is transported by us to the location indicated by the client. In this latter case, taxes and costs of insurance, carriage and packaging shall be invoiced by Dolfin to the client and subject to these present general conditions and in particular the provisions of Article 7.

Aggregation also relates to the mode of packaging adopted.

5.3 Any delivery must be confirmed in writing by the client or the client’s representative by signing the duplicate of the delivery slip.

Article 6: Claims and responsibility

6.1 Any claim must be made by registered letter, within 8 days of delivery or dispatch.

6.2 In any event, the responsibility of Dolfin is limited to its choice of remedying the fault that has occurred, replacing the merchandise, granting a reduction in price or reimbursement of the price, all damages being expressly excluded, even in the case of gross negligence.

6.3 Unless agreed otherwise in advance, Dolfin is not required to retain the originals, films, negatives, labels, etc. and all manner of documents generally submitted by the client for the purposes of fulfilment of the order. If these are left in the workshops by the client, whether or not they are paid for, they are left at the risk of the client, who expressly discharges Dolfin from any responsibility. The same applies for work carried out and for merchandise and supplies intended for the client.

Unless agreed in advance, any costs of retention and storage shall be charged to the client as from the date agreed for delivery.

In all cases, Dolfin is entitled to dispose freely of the merchandise, labels, and documents referred to above, eight days after sending notice which remains without response on the part of the client.

Article 7: Payment

7.1 Unless specifically stated in writing, invoices are payable in euros, thirty days from the date of the invoice, for their nominal amount, without discount. Drafts, cheques, money orders or receipts do not entail novation, or derogation from this clause.

7.2 Non-payment, even partial non-payment of Dolfin invoices by their due date, shall automatically and without issue of notice, entail conventional interest of 1% per month. In addition, the amount remaining to be paid shall automatically and without issue of notice, be increased by 15% by way of a conventional lump-sum compensation, with a minimum amount of €75.

7.3 Any dispute relating to the amount of an invoice must, at the risk of being dismissed, be sent to Dolfin within eight days of receipt of the invoice. The client undertakes to request the invoice from Dolfin, if this has not been received within 8 days of receipt of the merchandise.

Article 8: Suspension, termination and cancellation

8.1 Except for the case referred to in provision 4.3 of this document, Dolfin reserves the right to terminate or suspend an order in progress in the event of non-payment of an invoice when due, without any formality.

8.2 In addition, in the case of cancellation by the client of an order placed, the client must pay Dolfin for the portion of the work already supplied, for the equivalent value of raw materials use, in addition to 20% of the agreed price, by way of lump-sum compensation for the cancellation.

Article 9: Force majeure

Instances of force majeure automatically release Dolfin from any kind of responsibility in respect of delivery deadlines. In the case of a partial or total stoppage of work, Dolfin reserves the right to cancel the contract or to reduce it or extend the time for implementation for a period equal to that of the interruption to the work, without there being any obligation upon Dolfin in respect of damages. If Dolfin prefers to opt for cancellation, this must be notified by registered letter to the client, within a period of one month from the event that gives rise to the cancellation.

As well as the legally recognised instances, the following are considered to be instances of force majeure: fire, flood, bad weather, war, machine breakdown, strikes, materials shortages or lack of transport resources, staff shortages, etc. which may disrupt production or dispatches.

Article 10: Right of reproduction

10.1 Having regard to the legal provisions in respect of artistic property and unfair competition, all models, sketches or compositions using any technique whatsoever, created by Dolfin, remain the property of Dolfin and may not be imitated or reproduced. Their reproduction or imitation, when carried out without prior authorisation constitutes a counterfeiting or an act of unfair competition.

The transfer or invoicing of compositions, films, plates or negatives shall not entail any derogation from the above, unless expressly agreed to the contrary.

10.2 Compositions, films, plates, etc. are the property of Dolfin and the client may not, unless agreed to the contrary, require them to be handed over before or after supply of the work.

Article 11: Printing, proofs, imprimaturs

11.1 Unless specified to the contrary, the choice of character set, page layout and all typographical design shall be left to Dolfin to decide. Any modification to this presentation shall be considered to be an author’s correction.

11.2 Dolfin shall assume responsibility for all typographical corrections free of charge that are attributable to Dolfin, i.e. those that involve no change either to the copy or model.

Author’s corrections, involving reworking, additions or deletions shall be charged.

11.3 The issuance of an imprimatur or order to print, duly signed, releases Dolfin from any responsibility in respect of errors or omissions found after printing.

The imprimatur remains the property of Dolfin and shall be valid evidence in the case of a dispute.

Claims in respect of faults or errors not corrected on the proof signed ready to print shall not be taken into consideration. Corrections notified verbally shall not be recognised in the event of a dispute, unless they have also been confirmed in writing.

Article 12: Reservation of ownership

Dolfin remains the owner of the merchandise sold until payment in full of their invoices. In the case of presentation of cheques or other commercial papers, only the actual encashment shall equate to payment.

Risks are transferred to the client as soon as the merchandise has been passed to the client or to the carrier. In the event of the client refusing to accept delivery for any reason, Dolfin reserves the right to claim transport, storage, or any other costs or damages caused directly or indirectly by this refusal.

Article 13: Jurisdiction

Any dispute between the parties shall, by express agreement, be subject to the sole jurisdiction of the courts of the Brussels arrondissement.