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General terms of sales
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General terms of sales

1. Scope
 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. Complaints
 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. Miscellaneous
 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.