Orders for material and services can only be placed by a dzine authorized person of the purchasing department.

Acceptance of the order (no objections to the order form received within two working days after its receipt and/or execution of the order) means that the supplier/service provider waives his general terms and conditions, notwithstanding the fact that they may claim to take precedence.

If the supplier/service provider rejects these terms and conditions, the order is deemed null and void. dzine reserves the right to terminate the order, ipso jure, without being liable for the payment of any costs should the supplier/service provider be declared bankrupt or suspend payment to creditors.

Should this order relate to an existing contract, the terms and conditions of that contract shall take precedence over these General Terms and Conditions.

All ordered goods or services must be confirmed within 3 days from receipt of the purchase order, clearly indicating negotiated cost and delivery dates. If a delivery date is not available within this period, the supplier/service provider shall inform dzine in written.

Re-confirmations should to be avoided and have to be discussed before acceptance by dzine. dzine has the right to cancel an order when a re-confirmed delivery date is not accepted.

The total price and unit prices quoted by the supplier/service provider shall include all costs and taxes whatsoever payable on supplies delivered/services performed, with the exception of Value-Added Tax (VAT).

The following items shall also be included in the price:

• Loading charges, transfer costs, transport costs, movement costs, insurance and customs clearance costs (DDP-Incoterms 2000: Delivery – Duty Paid (DDP), except VAT not paid)
• Packaging costs
• Cost of any documentation relation to the supplies/service provision, on request of dzine
• Costs of unloading, assembly and installation on site of deliverty/execution
• Ecotaxes (BEBAT – Belgian Battery Collection Fund)
• RECUPEL recycling charge
• Costs relating to any intellectual property rights of the supplier/service provider and any third-party with respect to the goods/services concerned.

Under no circumstances shall the price be increased!

The supplier/service provider shall mark at least one piece of each item to be delivered with the dzine item reference number when this information is available on the purchase order. Identification labels have to be used when supplied by dzine. Items consisting out of subassemblies will not be delivered partially.

An order shall be supplied in one delivery; exceptions can be agreed by the purchasing department.

A package has to be marked with the address of the dzine warehouse and the order number. When packages of different orders are grouped, they shall carry at their individual order numbers.

The order number shall be put on every transport document.

A delivery note shall accompany the goods per purchase order. The order number, dzine item number, description and reference have to appear on the delivery note. The delivery note has to be signed by a dzine authorised person and is valid for the receipt of the number of packages only, not for the quantity and quality of the goods.

Excess quantities which are delivered to dzine may be returned to the supplier or stored, at dzine discretion and in either case, at supplier´s expense.

The parties shall report immediately any circumstances which may influence the deliveries.

“Express” or courier deliveries have to be agreed upon in advance.

A delivery shall be done at the location of the dzine site marked on the purchase order.

The deadline for execution of the order is set in the contract concerned or on the order form, if no contract exists.

Orders shall be executed between Monday and Friday, 8 - 12 am and 13 - 17 pm, except on public holidays, unless specified otherwise.

If the supplier/service provider does not execute the order within the deadline, dzine may, without prejudice to its right to claim compensation for proven damage:

• impose, ipso jure and without prior notice, a penalty of 1% of the value of the order for every working day of delay, up to a maximum of 10% of the order value,

and/or

• cancel the order, ipso jure and without prior notice, without being liable for the payment of any compensation whatsoever to the supplier/service provider.

dzine shall have ten working days to examine the supplies/service and to cummunicate its acceptance or rejection. This period starts from the day after the order has been fully executed.

In case of rejection, dzine informs the supplier/service provider by registered letter that:

• the supplies are to be removed at the latter’s expense or replaced by supplies that comply with the order
• or the service is to be provided as specified in the order.

Ownership is transferred to dzine when delivery is taken of the supplies/services, without prejudice to the right of dzine to refuse the supplies/service.

All risks are transferred to dzine when delivery is taken of the supplies/service. Should the supplies/service be rejected, the risks are revert to the supplier/service provider at the moment of removal from dzine premises, or fifteen calendar days from the date on which the notice of rejection is dispatched, whichever comes first.

Aside from the legal required data, each invoice must mention the number of the contract and/or the order and the rate of VAT applied. The list of invoiced supplies and/or services must be attached.

Invoices issued by any supplier/service provider from a country not in the Euro Zone can be drawn up in its own currency, unless stated differently in the contract or the order.

One copy of each invoice must be sent to the dzine Accounts Payable, ‘t Hoge 49, 8500 Kortrijk, Belgium.

Each invoice, not drawn up in accordance with the contract and the order, will be refused by dzine and sent back to the supplier/service provider.

Payment shall be made in euros within 30 days end of month, unless specified otherwise, starting on the date of which the invoice is received and as far as the invoiced supplies and/or services are accepted by dzine.

dzine reserves the right to modify the specifications for products ordered. Any changes in prices or other conditions resulting from such modifications shall be negotiated, agreed and confirmed in writing.

In case that dzine provides elements, regardless of their form or medium, to the supplier service provider, in view of the creation of the supplies/service ordered, these elements shall remain the property of dzine and shall only be used by the supplier/service provider insofar as they are necessary to perform the order. They shall be returned to dzine on completion of the order.

The supplier/service provider shall grant dzine the right to reproduce the supplies services provided, and to change or place them in the public domain, in any way whatsoever, at its own discretion and for the term of protection under intellectual property rights on the supplies/services.

The supplier/service provider guarantees to be the proprietor of all rights required for the use intended by dzine and shall protect dzine in the event of any claims being exercised by a third party relating to the acquisition, use or marketing by dzine of the supplies/service concerned, in whole or in part.

In addition to the statutory warranty on hidden defects, the supplier/service provider shall provide dzine with guarantees against any fault arising within 24 months following the acceptance by dzine, unless otherwise specified in the contract or on the order form.