These general terms and conditions apply to any offer or quote from DRAGONSHINE and any agreement between DRAGONSHINE and the Customer. By placing an order, the Customer accepts these general terms and conditions and agrees to be bound by them. Accordingly, the Customer waives the application of its general terms and conditions. All other general terms and conditions and deviations from these general terms and conditions must be confirmed by DRAGONSHINE in writing to be opposable to DRAGONSHINE.
2. Quotes – orders – cancellation
2.1 DRAGONSHINE’s quotes shall remain valid for one month unless otherwise stated. All orders by the Customer, including verbal orders, are binding.
2.2 This article applies where the Customer cancels an order for goods, for example, where there has been a duplicate order or an error by the Customer. It only applies where the goods are faulty or if DRAGONSHINE mistakenly processes an order.
2.3 In the event of cancellation, even in part, of an order, the Customer shall pay fixed compensation of at least 25% of the sale price of the goods (excl. VAT) to make reasonable the damage and administrative costs incurred, unless proof of more significant damage is furnished. If execution or preparation of the order has already commenced, the compensation can be increased to 100% of the sale price.
2.4 The Customer may only cancel an order for goods that have already left the warehouse, with the prior agreement of DRAGONSHINE, whether verbally or in writing, and DRAGONSHINE will arrange to collect the goods on behalf of the Customer if required.
2.5 Where DRAGONSHINE agrees to the cancellation of an order for goods that have already left the warehouse, the Customer agrees to pay DRAGONSHINE:
(a) a handling charge of at least 25% of the invoiced price (excluding VAT) for the goods for which the order or part of the order has been canceled. This is to cover the administrative and any other related costs in dealing with the cancellation of the order and taking the goods back; and
(b) carriage costs for the return of the goods to the warehouse. DRAGONSHINE reserves the right to make a full charge for such carriage costs (rather than at the reduced rate initially charged for delivering the goods to the Customer).
3. Price – payment
3.1 DRAGONSHINE’s prices are always net. The Customer shall pay VAT and all other taxes, levies, or fees relating to the delivered goods. Prices shall be determined separately for each agreement and may not under any circumstances be used as the basis for other similar deliveries.
3.2 Unless otherwise agreed in writing, all invoices shall be payable at DRAGONSHINE’s registered office at the latest on the due date stated on the invoice. In the event of non-payment of the invoice on the due date, default interest of 1% per month shall be payable on the outstanding invoice amount and without notice. In addition, fixed compensation of 10% (subject to a minimum of USD125) shall also be expected, except where the actual collection costs are higher.
3.3 Invoices may only be opposed by a registered letter within eight days after the invoice date.
3.4 DRAGONSHINE shall be entitled, without notice or compensation, to suspend the performance of its obligations towards the Customer, to terminate a current agreement with the Customer with immediate effect, to demand immediate payment of all outstanding claims, or to refuse performance except against cash payment if an invoice is not paid in full on the due date, or the Customer fails to fulfill its obligations arising from an agreement or if the Customer’s creditworthiness is affected by acts of judicial enforcement or other events that call the confidence in the proper performance by the Customer of its obligations into question or render such performance impossible.
4. Delivery – retention of title
4.1 Any notified or agreed delivery date shall be for information purposes and is not binding on DRAGONSHINE. A delay in the delivery date shall not give the Customer entitlement to compensation or cancellation of the sale nor release the Customer from any obligation to accept or pay for the goods. Unless otherwise agreed in writing, delivery shall be made ‘Free Carrier’ (FCA) to the registered office (or any other place of operations) of DRAGONSHINE. The transport of the goods by the carrier is at the customer’s risk over. Unless otherwise agreed in writing, the Customer shall always bear transport costs. If DRAGONSHINE has to arrange transportation, it shall do so as an employee and at the Customer’s risk.
4.2 The sold goods shall remain DRAGONSHINE’s property until payment in full of the price of all goods delivered by DRAGONSHINE to the Customer on any date. However, the customer shall bear the risk of loss or destruction of the goods from when the sold interest is delivered. DRAGONSHINE reserves the right to claim back the sold goods wherever they may be located; the Customer shall be obliged to cooperate fully in addition to that, on penalty of a fine of €1,000 per day, and shall accept the custodian obligations imposed on it and undertakes to store the delivered goods in an appropriate and clean place and to monitor said interests by the highest standards accepted in the sector. If the Customer resells the returned goods, wholly or partially, before the total price has been paid to DRAGONSHINE, retention of title shall be transferred at the resale price. The Customer’s claim on its contracting partner shall be assigned to DRAGONSHINE in full or pro rata to the resold part, in the amount of the Customer’s debt to DRAGONSHINE.
5.1 Complaints concerning visible defects (shortage, fault, or non-conformity) must, on penalty of lapsing, be notified to DRAGONSHINE within three days at the latest delivery. Complaints concerning any visible defects in affixed wallcovering must, on penalty of expiring, be reported to DRAGONSHINE immediately after securing a maximum of 3 sections. Complaints concerning latent defects must, on penalty of lapsing, be notified to DRAGONSHINE within eight days at the latest after the Customer has discovered or should have discovered the flaw and, in any case, not later than six months after the delivery. Any complaints shall not suspend the Customer’s payment obligation.
5.2 All complaints shall be made by registered letter stating all relevant information, with a copy of the invoice relating to the delivered goods and a sample of the wallcovering to which the complaint refers, in the absence of which DRAGONSHINE may deem the criticism unacceptable. If the complaint is made in good time and the existence of a defect is established following an investigation that is not attributable to incorrect installation or cleaning, misuse, or negligence by the Customer, DRAGONSHINE shall, at its discretion, replace the goods concerned free of charge or shall credit all or part of the invoice value of the goods, without DRAGONSHINE also being obliged to pay any compensation.
6. Liability – force majeure
6.1 DRAGONSHINE’s guarantee shall never go beyond free replacement or crediting of the goods found to be defective during the guarantee period of 6 months after delivery. No claims can be asserted against DRAGONSHINE once the guarantee period has expired. The total liability of DRAGONSHINE and its employees shall always be limited as a maximum to the invoice value of the sold defective goods, except for an intentional act, fraud, or deception. DRAGONSHINE shall never be liable for indirect or consequential damage such as, but not limited to, loss of profit, third-party claims, loss of business contracts or customers, etc.
6.2 DRAGONSHINE shall not be liable for the delayed performance or failure to fulfill its obligations as a result of an event that is beyond DRAGONSHINE’s reasonable control (“force majeure”), including but not limited to strikes, lockout, telecommunication problems, interruptions in transportation, fire, government or administrative regulations or provisions, supply difficulties, scarcity of materials or lack of products for production, shortcomings of suppliers or delayed deliveries or non-deliveries by suppliers. In such cases, the Customer cannot claim compensation, and DRAGONSHINE reserves the right to terminate the agreement.
7. Applicable law – jurisdiction
7.1 All agreements between DRAGONSHINE and the Customer, as well as these general terms and conditions of sale, shall be governed by The United Nations Convention on Contracts for the International Sales of Goods and shall not apply.
7.2 Only the district courts in which DRAGONSHINE’s registered office is located shall have jurisdiction in case of any disputes. However, DRAGONSHINE may opt to submit disputes to the courts where the Customer’s registered office is located.
8.1 If any section or clause of these terms and conditions becomes invalid or unenforceable, the other provisions shall not be thereby affected and shall remain valid and enforceable. The clause concerned shall be replaced by a clause that comes as close as possible to the parties’ intention.
8.2 The English wording shall precede a dispute about interpreting the various wordings.