**TERMS OF SALE AND DELIVERY**

 

1. **General Provisions**

   1.1 The provisions in these Terms of Sale and Delivery shall apply when referenced in a proposal or order acknowledgment. Buyer’s conflicting conditions will only be recognized if DIENAMIC B.V. provides express written consent.

   1.2 For all mutual commitments to be binding, they must be documented in writing.

 

2. **Formation of Contract**

   2.1 An agreement is formed when DIENAMIC B.V. officially confirms the buyer's order in writing.

 

3. **Extent of Deliverables**

   3.1 The specifics and scale of products or services are defined in DIENAMIC B.V.'s order acknowledgment. Any additional services or items not listed shall be invoiced separately.

   3.2 DIENAMIC B.V. reserves the right to make beneficial alterations to the order acknowledgment.

 

4. **Destination Country Regulations**

   The buyer has the responsibility to notify DIENAMIC B.V. of any applicable regulations, safety standards, and other relevant rules at the order placement stage.

 

5. **Pricing**

   5.1 If not otherwise stipulated, prices set by DIENAMIC B.V. include packaging but exclude VAT, transport, insurance, duties, setup, and initialization. All prices are in Euros (EUR).

   5.2 Should there be a significant increase in costs between the time of the contract's formation and delivery, DIENAMIC B.V. retains the right to adjust prices appropriately.

 

6. **Payment Guidelines**

   6.1 The invoiced amount must be paid within the time frame specified on the invoice.

 

   6.2 Payments are to be made to DIENAMIC B.V.'s bank account NL25 ING 0103 3458 92 without any deductions. Alternate payment terms need explicit agreement.

   6.3 If the buyer defaults on a payment, interest will accrue at a rate of 5% annually. DIENAMIC B.V. also holds the right to suspend future shipments to the defaulting buyer.

 

7. **Ownership Conditions**

   7.1 The ownership of a delivered item remains with DIENAMIC B.V. until full payment is received. The buyer is mandated to safeguard DIENAMIC B.V.'s ownership rights.

   7.2 DIENAMIC B.V. can, with the buyer’s cooperation, register the reserved ownership at relevant registries.

 

8. **Delivery Timelines**

   8.1 The timeline for delivery starts upon DIENAMIC B.V.'s written order acknowledgment and once all technical specifics are clear.

   8.2 The delivery timeline may be extended if unforeseen challenges arise that DIENAMIC B.V. cannot circumvent despite reasonable efforts.

 

9. **Shipment, Transportation, and Coverage**

   9.1 Products are packed diligently by DIENAMIC B.V.

   9.2 Shipping and insurance specifics are the buyer's responsibility, with any issues related to transportation to be directed to the last known freight handler.

 

10. **Inspection and Acceptance**

   It's the buyer’s duty to promptly inspect delivered goods. Any identified defects must be reported in writing to DIENAMIC B.V. Failure to inspect and report means the buyer accepts the delivered items.

 

11. **Guarantees and Liabilities**

   11.1 DIENAMIC B.V. assures that delivered products are free of manufacturing or material flaws and defects.

   11.2 Any warranties are limited to a year after the product's delivery.

   11.3 In case of verifiable defects within the warranty period, the buyer can seek a replacement or defect rectification.

   11.4 If DIENAMIC B.V. fails to address the defects within a reasonable period, the buyer might be eligible for a price reduction.

 

12. **Governing Law**

   This agreement falls under Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods.

 

13. **Jurisdiction**

   For disputes arising from this agreement, the court of jurisdiction will be where DIENAMIC B.V. is headquartered.

 

13. **Disclaimer**

While we have employed rigorous quality checks and precautions in our manufacturing process, it's critical for users to ensure the cutting die aligns with the provided technical drawings or electronic die lines. Upon receiving the cutting die, it's essential to measure and regularly monitor the dimensions of punched labels throughout the production cycle. Note that the cutting edge of the tool can wear over time, necessitating ongoing quality checks to ensure the end product remains within acceptable tolerances. We will not be held accountable or liable for any discrepancies in label dimensions, production losses, equipment or machine damage arising from improper setup, tool damages, or any injury-related incidents.