Terms & Conditions (Duobond)

Duobond is a trade name of DB-Imagineering BV and therefore falls under the General Terms and Conditions of DB-Imagineering BV.

Article 1 GENERAL

These terms and conditions apply to all offers and quotations made by DB Imagineering BV and to all agreements concluded by DB Imagineering BV with purchasers or clients (hereinafter referred to as: the “other party”) concerning the sale or otherwise making available of goods or the provision of services, as well as to payments to DB Imagineering BV. Deviating stipulations shall only be binding upon DB Imagineering BV after its written approval and only with respect to the agreement to which such approval relates.
Any reference by the other party to its own terms and conditions shall not be accepted by DB Imagineering BV, unless this has been agreed in writing separately for each individual case.
These terms and conditions shall also apply to agreements with DB Imagineering BV for the performance of which DB Imagineering BV engages third parties.
If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. DB Imagineering BV and the other party shall then consult with each other in order to agree on new provisions to replace the null and void or annulled provisions, observing as much as possible the purpose and intent of the original provisions.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, such interpretation shall take place as much as possible in line with the other provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, that situation shall be assessed in line with these general terms and conditions.
If DB Imagineering BV does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that DB Imagineering BV would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 QUOTATIONS AND OFFERS

All quotations and offers of DB Imagineering BV are, unless the parties agree otherwise in writing, non-binding and valid for 5 working days after the date of the quotation (including the days of dispatch and receipt of the quotation) or after making an offer, unless (i) a different acceptance period is stated in the quotation or (ii) DB Imagineering BV withdraws the quotation within this period for its own reasons. A quotation or offer shall in any event lapse if the product to which the quotation or offer relates is no longer available or deliverable in the meantime.
Within the aforementioned period of 5 working days, the other party must confirm or reject the quotation or the offer. After expiry of the period of 5 working days, DB Imagineering BV reserves the right to let the quotation or offer lapse.
The quotation or offer may be accepted online or confirmed by email. After DB Imagineering BV has confirmed the order, the other party shall receive an invoice after delivery, unless the parties agree otherwise in writing. Oral and telephone agreements as well as commitments made by employees of DB Imagineering BV shall only be binding upon DB Imagineering BV if they have been confirmed by DB Imagineering BV in writing. Samples or specimens made known by DB Imagineering BV to the other party with or after the quotation shall only serve as an approximate indication. Any data derived therefrom shall only be binding if expressly agreed and confirmed in writing by DB Imagineering BV.
DB Imagineering BV cannot be held to its quotations or offers if the other party can reasonably understand, or ought to understand, that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT, unless stated otherwise in the quotation or offer, and exclusive, where applicable, of other government levies or any additional costs to be incurred within the framework of the agreement. DB Imagineering BV reserves the right to charge any additional costs to the other party afterwards.
If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, DB Imagineering BV shall not be bound thereby. In that case, the agreement shall not be concluded in accordance with such deviating acceptance, unless DB Imagineering BV confirms otherwise in writing.
A composite quotation shall not oblige DB Imagineering BV to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 PRICES

All prices to be charged by DB Imagineering BV are in Euros, unless DB Imagineering BV confirms otherwise in writing.
The prices to be charged by DB Imagineering BV are the prices stated in the price list applicable on the date of delivery, which is available from DB Imagineering BV upon request. DB Imagineering BV reserves the right to amend prices in the interim after publication of a price list.
On the basis of paragraph 2 of this article, DB Imagineering BV has the right to increase prices during the term of the agreement as well, in the event of changes in purchasing conditions or material costs of more than 5%.
Insurance and freight costs, the costs of registered mail, cash-on-delivery and express shipments, as well as the costs of shipping other than standard packaging, shall be charged by DB Imagineering BV to the other party. Packaging costs charged to the other party shall be credited in full after carriage-paid return in undamaged condition and in the original packaging.
For services rendered and deliveries made by DB Imagineering BV, the agreed fees shall be binding. Reference is made to the specifications regarding handling and freight costs stated on the relevant website of DB Imagineering BV.

Article 4 TIME OF DELIVERY

DB Imagineering BV shall deliver the goods at the time determined in the agreement concluded between the parties, or immediately after the end of the delivery period stated therein. Agreed delivery times shall never be regarded as strict deadlines, unless expressly agreed otherwise in writing. In the event of late delivery, DB Imagineering BV must therefore be given written notice of default. Exceeding the delivery period shall not entitle the other party to cancel the order or suspend/refuse receipt/payment, nor can any claim be made for damages or consequential loss.
If no time of delivery or delivery period has been agreed, delivery shall take place within a reasonable period after conclusion of the agreement, taking into account the nature of the goods and the circumstances.
If, after being summoned, the other party remains in default of taking delivery, DB Imagineering BV may, at its discretion, either deliver at a time to be determined by DB Imagineering BV or declare the agreement, or the part thereof not yet performed, dissolved without judicial intervention, without prejudice to DB Imagineering BV’s right to compensation.

Article 5 FORCE MAJEURE

DB Imagineering BV shall not be obliged to fulfil any obligation towards the other party if it is hindered from doing so as a result of a circumstance that is not attributable to fault and for which it is not accountable under the law, a legal act, or generally accepted standards.
In these general terms and conditions, force majeure shall, in addition to what is understood in law and case law, mean all external causes, foreseen or unforeseen, over which DB Imagineering BV has no control, but as a result of which DB Imagineering BV is unable to fulfil its obligations. This includes strikes in the company of DB Imagineering BV or of third parties. DB Imagineering BV shall also be entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after DB Imagineering BV should have fulfilled its obligation.
If, due to circumstances arising after the conclusion of the agreement and beyond the fault and risk sphere of DB Imagineering BV, DB Imagineering BV is temporarily prevented from fulfilling its obligations, DB Imagineering BV shall be entitled to suspend performance of the agreement for the duration of such hindrance. The other party shall be entitled to dissolve the agreement if, in view of the circumstances of the case, it cannot reasonably be required to await removal of the (cause of the) hindrance.
If, due to circumstances as referred to above, DB Imagineering BV is permanently prevented from fulfilling its obligations and these circumstances are not for the account of DB Imagineering BV, either party shall be entitled to dissolve the agreement insofar as it has not yet been performed at that time. Insofar as, at the time force majeure arises, DB Imagineering BV has already partially performed its obligations under the agreement or will be able to perform them, and independent value attaches to the part already performed or still to be performed, DB Imagineering BV shall be entitled to invoice that part separately. The other party shall be obliged to pay this invoice as if it concerned a separate agreement.
Circumstances as referred to above shall in any case include war, threat of war, an epidemic or pandemic (such as Covid-19), riots, civil commotion, fire, water damage, flooding, strikes, occupation of the business, lockouts, import and export restrictions, government measures, machinery breakdown, disruptions in the supply of energy, business interruption and force majeure on the part of suppliers, as well as the case where DB Imagineering BV is unable to deliver because its own suppliers fail to do so.

Article 6 DELIVERY AND TRANSFER OF RISK

The other party shall bear the risk of the goods ordered by it, including the risk of loss, damage or depreciation, from the moment such goods have been delivered to it. The goods shall be deemed delivered to the other party as soon as they have been deposited at the address specified by the other party or stated with the order, or as soon as the goods have been accepted there by the other party, without prejudice to the provisions of paragraph 2 below.
If the address specified by the other party is located outside the Netherlands, the goods shall be deemed delivered to the other party as soon as they have been delivered.
Unless otherwise agreed in writing, DB Imagineering BV shall determine the method of transport.
The insurance covers the risk of loss of or damage to the goods during transport.
The other party is obliged to inspect the delivered goods immediately upon arrival. In the event of suspected transport damage or suspected loss, the other party is obliged to have this recorded without delay by the carrier on the consignment note or packing slip, a copy of which must be sent to DB Imagineering BV without delay, and to contact DB Imagineering BV immediately.
DB Imagineering BV shall not be obliged to render performance for which its insurer is not obliged to provide cover.

Article 7 TRANSFER OF OWNERSHIP AND RETENTION OF TITLE

As long as the other party has not paid the full purchase price, including any additional costs and any claim for damages by DB Imagineering BV due to default by the other party in this respect, or has not provided sufficient security therefor, DB Imagineering BV retains ownership of the goods. DB Imagineering BV shall also retain ownership of the goods if the other party has not yet fulfilled all its existing obligations, including the purchase price related to the delivery, costs, interest, charges and taxes, arising from agreements under which DB Imagineering BV has delivered or will deliver goods, or arising from agreements under which DB Imagineering BV has carried out or will carry out work in addition to delivery, or arising from the other party’s failure to perform an agreement as referred to above, vis-à-vis DB Imagineering BV, or has not provided sufficient security therefor. Ownership shall pass to the other party as soon as the other party has fulfilled all obligations as referred to above towards DB Imagineering BV or has properly performed them.
For the purposes of paragraph 1 of this article, unless otherwise agreed, any payment that may be attributed to two or more obligations of the other party towards DB Imagineering BV shall first be attributed to the obligation(s) to which the retention of title referred to in paragraph 1 of this article does not apply.
If DB Imagineering BV has reasonable doubts about the other party’s ability to pay, DB Imagineering BV shall be entitled to suspend delivery and shipment until the other party has provided sufficient security for payment. The other party shall be liable for the damage suffered as a result of such delayed delivery.
As long as the delivered goods have not been paid for in full, the other party shall not be entitled to resell or deliver the goods, or otherwise transfer them to another party or place them at another party’s disposal, whether or not free of charge and whether or not for use, under any title whatsoever, nor to encumber them in any way.
In addition to always delivering subject to retention of title, DB Imagineering BV also does so subject to a reserved right of pledge on all goods it delivers.
The other party shall at all times do everything that may reasonably be expected of it to safeguard the ownership rights of DB Imagineering BV.
If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereto, the other party is obliged to notify DB Imagineering BV thereof immediately.
The other party undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as theft, and to make the policy of this insurance available for inspection at DB Imagineering BV’s first request. Insofar as necessary, the other party undertakes in advance towards DB Imagineering BV to cooperate in all that may be necessary or desirable in this context.
In the event that DB Imagineering BV wishes to exercise its ownership rights referred to in this article, the other party hereby grants DB Imagineering BV and third parties to be designated by DB Imagineering BV prior unconditional and irrevocable permission to enter all places where the property of DB Imagineering BV is located and to repossess such goods.

Article 8 PAYMENT

Payment shall be made in accordance with the payment arrangements agreed between the parties, without deduction or set-off, immediately upon delivery to DB Imagineering BV in a manner to be specified by DB Imagineering BV and in the currency in which invoicing took place.
Failure by the other party to take delivery of goods shall not affect its payment obligation.
If delivery is made in instalments, DB Imagineering BV shall not be obliged to make further deliveries until the invoices relating to the instalments already delivered have been paid, without prejudice to the provisions of the other paragraphs of this article.
If the other party has not fulfilled its payment obligations on the due date, it shall immediately be in default by operation of law without any notice of default being required. In that event, the other party shall be liable for all damage suffered and to be suffered by DB Imagineering BV.
In the absence of timely payment, the other party shall, without reminder or notice of default, owe interest equal to the statutory interest rate, increased by 3% per annum, on the unpaid portion of the principal sum. Interest on the amount due and payable shall be calculated from the moment the other party is in default until the moment the full amount due has been paid.
DB Imagineering BV shall be entitled to apply payments made by the other party first to costs, then to accrued interest, and finally to the principal sum and current interest.
DB Imagineering BV may, without thereby being in default, refuse an offer of payment if the other party indicates a different order of allocation of the payment. DB Imagineering BV may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
The other party shall never be entitled to set off amounts owed by it to DB Imagineering BV.
Objections to the amount of an invoice shall not suspend the payment obligation of the other party.
The costs of collection, both judicial and extrajudicial, shall be borne by the other party. The extrajudicial collection costs shall be fixed at 15% of the unpaid portion of the principal sum, with a minimum of EUR 50.

Article 9 COMPLAINTS

Complaints, whether relating to deliveries made or not made by DB Imagineering BV or to invoices of DB Imagineering BV, must be submitted in writing to DB Imagineering BV as soon as reasonably possible, but no later than within 14 calendar days after receipt of the goods, partly in order to enable DB Imagineering BV to investigate the validity and cause of the complaint.
The goods may not be returned by the other party without the prior written consent of DB Imagineering BV. Granting the aforesaid consent does not imply acknowledgment that the complaint is justified. After consent has been obtained, the goods must be returned to DB Imagineering BV in undamaged condition and in the original packaging, unless they were received damaged, at the expense of the other party, unless otherwise agreed in writing between the parties.
As long as goods have not been returned and approved by DB Imagineering BV, or the complaint has not been accepted by DB Imagineering BV, the payment obligation of the other party shall remain in force.

Article 10 RETURNS

If goods are taken back by DB Imagineering BV for whatever reason, they shall be credited at the value those goods have on the date of receipt by DB Imagineering BV. The other party shall be liable for all damage suffered by DB Imagineering BV. Goods taken back and received within 30 days in the central warehouse of DB Imagineering BV shall, provided they are undamaged and in the original packaging, be credited at 100% within 14 days, less transport/shipping costs.
For returned goods after 30 days, a reduction percentage of 20% per month of the invoice amount including transport/shipping costs shall apply. After 2 months, no goods shall be taken back or credited.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis to goods purchased in one of the webshops of DB Imagineering BV.

Article 11 LIABILITY

If DB Imagineering BV is liable, such liability shall be limited to what is provided in this clause.
Except in cases of intent or gross negligence on its part, DB Imagineering BV shall not be liable for any damage, however described and arising on whatever grounds, unless and insofar as DB Imagineering BV’s liability in that respect is insured.
DB Imagineering BV shall not be liable for damage of any nature whatsoever caused by DB Imagineering BV relying on incorrect and/or incomplete information provided by or on behalf of the other party.
If DB Imagineering BV is liable for any damage whatsoever, its liability shall be limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.
In any event, the liability of DB Imagineering BV shall always be limited to the amount paid out by its insurer in the relevant case.
DB Imagineering BV can only be liable for direct damage. Direct damage shall exclusively mean the reasonable costs of determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to make the defective performance of DB Imagineering BV comply with the agreement, insofar as these can be attributed to DB Imagineering BV, and reasonable costs incurred to prevent or limit damage, insofar as the other party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
DB Imagineering BV shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
In all cases in which DB Imagineering BV can invoke the provisions of paragraph 2, any employees of DB Imagineering BV who may be held liable may also invoke such provisions, as if this clause had been stipulated by the employees concerned.
Except in cases of intent or gross negligence, DB Imagineering BV shall not be liable, if goods have undergone a special surface treatment at the request of the other party, for the relevant surface treatment or the effect of such treatment on the material, unless and insofar as DB Imagineering BV’s liability in that respect is insured.

Article 12 WARRANTY

If DB Imagineering BV supplies products or product group services with a specific written warranty in a document provided by DB Imagineering BV to the other party, that warranty shall apply instead of the warranty set out in this article. Warranty for the individual product groups, as stated on the relevant website, includes in any case: • Specific hand tools • Machines • Batteries • Chemical and industrial products with a shelf life
A warranty claim, whether relating to deliveries made or not made by DB Imagineering BV, must be submitted in writing to DB Imagineering BV as soon as reasonably possible, but no later than within 14 days, partly in order to enable DB Imagineering BV to determine the validity and cause of the warranty claim.
If the other party establishes within 12 months after delivery of products or services that these are defective, DB Imagineering BV shall only be obliged, within a reasonable period and at its own discretion, to: repair or remedy the defect without charging the other party any costs, including material and transport costs; replace the product or perform the service again; or issue a credit note to the other party in the amount of the price paid for the product or service. In any case, DB Imagineering BV shall never be liable for an amount higher than the amount paid by the other party for the relevant products or services.
If during the warranty period any repair or modification is made to the goods sold and/or delivered without the prior written consent of the guarantor, or if the other party fails to meet its payment obligations in time, any warranty obligation shall immediately lapse. The other party may not refuse payment on the ground that any warranty obligation has not, not yet, or not fully been fulfilled.
The warranty shall not apply if a defect is the result of improper use, negligence, incorrect installation of or incorrect testing with the goods, repair attempts not permitted by DB Imagineering BV, unauthorized modifications or use of the goods, or if the defect is the result of abnormal use of the goods, fire, or any other fortuitous circumstance.

Article 13 SUSPENSION, DISSOLUTION AND INTERIM TERMINATION OF THE AGREEMENT

DB Imagineering BV shall be entitled to suspend performance of its obligations or dissolve the agreement if: – the other party fails to fulfil its obligations under the agreement, fails to do so in full, or fails to do so in time; – after conclusion of the agreement, circumstances coming to the attention of DB Imagineering BV give good reason to fear that the other party will not fulfil its obligations; – the other party was requested upon conclusion of the agreement to provide security for fulfilment of its obligations under the agreement and such security is not provided or is insufficient; – due to delay on the part of the other party, DB Imagineering BV can no longer reasonably be required to perform the agreement under the originally agreed conditions.
Furthermore, DB Imagineering BV shall be entitled to dissolve the agreement if circumstances arise of such a nature that performance of the agreement becomes impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of DB Imagineering BV.
If the agreement is dissolved, the claims of DB Imagineering BV against the other party shall become immediately due and payable. If DB Imagineering BV suspends performance of its obligations, it shall retain its rights under the law and the agreement.
If DB Imagineering BV proceeds to suspension or dissolution, it shall in no way be obliged to compensate any damage or costs arising therefrom in any manner whatsoever.
If the dissolution is attributable to the other party, DB Imagineering BV shall be entitled to compensation for the damage suffered by it, including the costs thereby incurred directly and indirectly.
If the other party fails to fulfil the obligations arising from the agreement and such failure justifies dissolution, DB Imagineering BV shall be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the other party shall, on account of breach of contract, be obliged to pay damages or compensation.
If the agreement is terminated prematurely by DB Imagineering BV, DB Imagineering BV shall, in consultation with the other party, arrange for the transfer of work still to be performed to third parties. If such transfer of work entails additional costs for DB Imagineering BV, these shall be charged to the other party. The other party is obliged to pay these costs within the period stated for that purpose, unless DB Imagineering BV indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment at the expense of the other party – if and insofar as such attachment is not lifted within three months – debt restructuring or any other circumstance as a result of which the other party can no longer freely dispose of its assets, DB Imagineering BV shall be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that event, the claims of DB Imagineering BV against the other party shall become immediately due and payable.
If the other party cancels an order placed in whole or in part, DB Imagineering BV reserves the right to charge the other party in full for the goods ordered or prepared for that purpose, increased by any collection, removal and delivery costs.

Article 14 E-COMMERCE

The other party has the possibility to register itself and create a personal user account on the websites of DB Imagineering BV. The User Account shall be activated by DB Imagineering BV after verification of the registration and, if DB Imagineering BV deems this desirable, a check of the applicant’s creditworthiness. DB Imagineering BV can never be obliged to accept a registration.
All information provided by the other party must be completed fully, truthfully and accurately. Any future changes to the information provided must be communicated to DB Imagineering BV without delay.
The other party is not permitted to transfer its User Account and the rights and obligations arising therefrom to third parties without the prior written consent of DB Imagineering BV. The other party acknowledges and agrees that its User Account may not be shared with third parties.
If the User Account is nevertheless used by third parties, DB Imagineering BV shall assume that the other party has consented to the use of its User Account. The other party hereby authorizes the user of its User Account to conclude agreements in the name and on behalf of the other party. By delivering the products to the user of the User Account and in accordance with that user’s instructions, DB Imagineering BV shall have fulfilled its obligations.
The other party is obliged to keep its login details confidential and to restrict access to its User Account appropriately. In particular, the other party is obliged to protect its login details against loss, theft and unauthorized use. The other party is obliged to inform DB Imagineering BV immediately in writing in the event of loss, theft or unauthorized use of its User Account. Until DB Imagineering BV has received such notification, use of the User Account shall be deemed to have been approved by the other party and all purchases made using the User Account shall be deemed binding upon the other party and to have been made in its name and for its account.

Article 15 INTELLECTUAL PROPERTY

DB Imagineering BV reserves the rights and powers vested in it under the Dutch Copyright Act and other intellectual property laws and regulations. DB Imagineering BV is entitled to use the knowledge increased on its side through the performance of an agreement for other purposes as well, provided that no strictly confidential information of the other party is disclosed to third parties in doing so.
Copying text or images from publications of DB Imagineering BV in any form whatsoever, including on the website of DB Imagineering BV, is only permitted with the prior written consent of DB Imagineering BV.

Article 16 PRODUCT LIABILITY

Images of products on the websites and in the catalogues are for illustrative purposes only, are merely approximate and are non-binding.
DB Imagineering BV reserves the right to correct publication errors in the broadest sense. DB Imagineering BV reserves the right to cancel any order free of charge. DB Imagineering BV shall not be liable for inaccuracies in and deviations from data.

Article 17 DISPUTES

All agreements concluded with DB Imagineering BV and any further agreements concluded in implementation thereof shall be exclusively governed by Dutch law.
All disputes arising from the agreements referred to above shall be exclusively settled by the competent court in the district of Oost-Brabant, without prejudice to the jurisdiction of another court with regard to provisional, protective or enforcement measures.
The parties shall only refer a dispute to the court after they have made every effort to settle the dispute amicably in mutual consultation.

Article 18 FILING

These terms and conditions have been filed with the Chamber of Commerce.
The latest filed version shall always apply, or the version that applied at the time the legal relationship with DB Imagineering BV was established.
In case of dispute based on translation, the Dutch text of the general terms and conditions shall always be decisive for their interpretation.