General Conditions

Dagani Engineering BVBA Conditions of Sale (Version 21/10/2012)
1. Any reference to Company/Seller/We/Us shall mean DaGaNi Engineering BVBA
Assestraat 20 B-1730 Asse (Registered Office) Company Reg. BE08 42 34 77 03 Belgium
who sell or supply specialist knowledge and equipment and accessories for different
competition purposes in the course of their trade or business. These general conditions are
also drawn up in French and Dutch. The English text shall always prevail in case of dispute.
2. Any reference to You/Buyer/Purchaser shall mean any person, sole trader, partnership,
business, body corporate or other entity detailed in the appropriate section of the sales
invoice/order form and shall include all successors, heirs and assigns. Where the Buyer
purchases in the course of a trade, profession, vocation or sport (where the buyer is a
specialist or enthusiast), it is agreed that such a buyer shall mean a trade buyer. Where a
person deals entirely as a consumer, statutory rights shall remain unaffected. Where the term
buyer appears within these terms it shall mean both trade and consumer buyer/purchaser
unless specified as relating to a trade buyer or consumer buyer individually.
3. Goods or equipment ordered shall mean the items detailed in the appropriate section of
the sales/order form and it shall be a core term of this agreement that all additional parts,
connecting components or ancillary items, not detailed within the sales order form, shall be
additional to this agreement.
4. Price shall mean the consideration due for purchase and shall include VAT where a Buyer
purchases through or via the website.
5. In respect of orders placed via the Internet, such orders shall be mere offers to purchase
and shall not be accepted or binding upon the Company until confirmed or acknowledged in
writing by the Company by means of invoice or statement confirming acceptance of your
order or by dispatch of goods to you. Order acknowledgement sent by the Company
subsequent to the order and payment shall not amount to confirmation of order. The Company
reserve the right to refuse any offer to purchase prior to written confirmation or dispatch,
where goods ordered become unavailable, the price of goods varies or an error is made by the
Company in the price, description or for some other reason, whereupon a full refund of your
payment will be made to you, usually in the method you made payment to the Company.
6. “Working day” shall mean any day excluding Saturdays, Sundays and public holidays.
7. These conditions shall apply to all of the company’s quotations and contracts, orders
(including telephone, facsimile transmittal, postal and internet orders) for the sale or supply of
goods accepted by the company. For the trade buyer, any other terms or representations,
whether implied by statute, made prior to, collateral with or subsequent to the contract or
order are hereby excluded and shall not be binding upon the company.
8. Brochure descriptions, Web Site information and samples on display are indicative only
and any specifications, weights, measurements and technical data (whether relating to
performance or otherwise) have been prepared by manufacturers and are for guidance
only. Additionally, parts or components pictured or described within brochures or websites
are for illustration purposes only and may vary in size, specification, color and fitment
dependent upon the make and model of your vehicle. Buyers are therefore required to check
current specification, colors, weights and measurements with manufacturers or the Company,
prior to order. Manufacturers also allow tolerances within the manufacturer of their products
and also reserve the right to amend specifications, without notice, in order to improve
products or where amendment becomes necessary and the Company shall endeavor to inform
the Purchaser of any such amendment or change.
9. The company reserves the right to amend technical or clerical errors in any order without
notice. In addition, the buyer shall ensure that all details contained within the order are correct
prior to submission to the Company. Subsequent to delivery, the Company shall accept no
liability for any error or inaccuracy in order unless notified of such error within seven days of
delivery/receipt of any document containing the said error.
10. All guarantees for third-party products are provided entirely by the manufacturer s/ and
are subject to terms contained therein. All products engineered and produced by this company
are competition components, and no guarantee is given on them. Although the best effort is
made to provide quality items, no liability for failure can be accepted by this company
11. Advice given by agents or servants of this company during telephone/Internet orders is
based entirely upon information given by the purchaser with no inspection undertaken. As
such, all advice given is indicative only and all such advice should be checked by the
purchaser prior to order. Where advice is given after visual inspection by agents or servants of
this company, such advice shall amount to an opinion only. Additionally, goods supplied are
supplied only to correspond to the purpose for which goods of that kind are commonly
supplied and not alternative uses to which they may be put. No liability for failure can be
accepted by this company for such alternative use, amendment or modification.
12. For trade buyers, the company is hereby excluded from any liability, howsoever arising,
in respect of any express or implied condition, warranty or term, statement, representation
whether statutory or otherwise, relating to the goods supplied. The trade buyer accepts that he
is best placed to insure against losses which arise by virtue of any breach of this agreement
and warrants that he carries adequate insurance in this respect.
13. Goods ordered by the Buyer may not be compatible with vehicles which have been
modified, adapted or altered. Where goods ordered by the Purchaser are not compatible by
reason of modification, adaptation or alteration, the Company may accept such goods back
into stock entirely at its discretion, and shall either issue a refund or credit to the purchaser
except where goods are specifically ordered for the purchaser where no such refund or credit
will operate.
14. Where goods purchased by the buyer are alleged to be defective, the purchaser agrees to
return such goods to the seller for inspection and report (without the seller replacing the said
goods prior to such inspection). The purchaser also accepts that it is reasonable to inform the
seller of any interruption, defect or other failure prior to contacting independent third parties
or incurring expense and, in addition, to allow the seller to remedy the defect, failure or
interruption. Parts modified or adapted by the purchaser shall no longer be warranted by the
manufacturer nor shall the Company be liable for any failures resulting subsequent to
modification as a result of such modification.
15. Competition goods are supplied for specialist use and are subject to extreme heat and
stress whilst in use. Life expectancy and durability are greatly reduced and purchasers should
note that any claim for failure/wear, shall not be entertained by the Company. It is
acknowledged by the buyer of such goods that the foregoing statement shall be a relevant and
important issue in any claim brought against the Company and the Company shall, in turn,
place importance upon this clause. In addition, parts connected to parts supplied by this
company may be placed under stress where specialist/competition parts are used, and
purchasers should take advice from experts prior to purchase. Manufacturers may also limit
guarantees when components are installed for competition use.
16. Where goods are defective, incorrectly supplied, delayed or otherwise in breach of the
implied terms of the buyers statutory rights, all losses which result from loss of competition
points, awards, loss of entry fees or other similar losses, are excluded and shall not be
reclaimable from the Company. In addition, the company shall accept no liability for death or
personal injury unless caused directly by the Companies own negligence.
17. No liability is accepted by the company where purchasers attempt to modify or install
components supplied where it is known or ought reasonably to be known to the Purchaser that
the part supplied is incorrectly supplied or otherwise not in accordance with the order.
18. The company accepts no liability in respect of failure to supply or other interruptions
caused by matters beyond the reasonable control of the company, including but without
limitation, strikes, lockouts, civil disputes, acts of God, war or actions by third parties.
19. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall
confer a benefit on any person or persons not named as the purchaser herein (for the purposes
of the Contract (Rights of Third Parties) Act 1999 or for any other purpose).
20. Quotations are given on the assumption that no variation in the price will be made by the
manufacturer/sole importer and that Government levies remain unaltered. In the event of such
changes, the trade buyer shall be liable for the full cost of any change without notice from the
Company. A Consumer Buyer shall be contacted by the Company and consent for any price
increase obtained. Where no such consent is obtained, the Consumer Buyers agreement to
purchase shall be treated as cancelled. Buyers are hereby informed that calling down of
smaller quantities of material than ordered may increase the overall price per unit, there being
reduced economies of scale in order. The resultant additional cost shall be the buyers.
21. Unless otherwise stipulated within the sales invoice/order form, all accounts are payable
with order or otherwise in accordance with the terms of the trade buyer’s credit account.
Where default occurs in payment by the trade buyer, default interest shall become payable in
accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at the maximum
rate permissible thereunder or in accordance with the credit terms agreed or, where the buyer
is a consumer, at 2% above the base rate of the National Bank of Belgium.
22. Ownership or Title to the product shall not pass to the buyer until the company has
received payment in full. In the event that sums owing in respect of other items ordered
remain due, apportionment by this company shall take place without prejudice to the right to
retain title or ownership in respect of all goods ordered.
23. Delivery times will be quoted at time of order and all times given for dispatch or
delivery are approximate and time shall not be of the essence. The buyer agrees to give 20
days in any written notice making time of the essence, such notice to commence subsequent
to the last time for delivery quoted by the Company. The Buyer further agrees to accept full
liability in respect of delayed or late delivery or dispatch prior to the expiry of any such
notice. In respect of special order goods, the buyer acknowledges that further delays may
occur and allows the company 30 days in any written notice, such notice to commence
subsequent to the last time for delivery quoted by the Company. In any event, delivery times
are approximate and variable. When delivery is effected to the purchaser directly or to an
independent delivery contractor as agent for the purchaser, risk shall pass to the buyer
24. The Buyer is required to notify the company, in writing, of any shortage, misdelivery or
other discrepancy immediately, or at the latest within seven days of such shortage,
misdelivery or failure, thereafter the buyer shall be liable for any such discrepancy. Where
delivery is affected to the buyers own independent delivery contractor, loss or damage in
transit claims should be made directly to the carrier. The company will assist purchasers in
making their claim. Buyers should retain all packaging in the event of a claim or return within
the terms of this agreement.
25. Delivery and packing prices indicated within the Companies Brochures and Internet Site
are subject to change and will be confirmed at the time of order. Buyers outside the United
Kingdom and Europe shall be quoted approximate prices for delivery and packing prior to
order confirmation. If required the Company shall quote for delivery and packing in such
instances and confirmation of acceptance shall be required from the Buyer prior to acceptance
of order.
26. Clauses 27, 28, 29 and 30 below shall only apply to a person who purchases goods as a
consumer buyer and is resident within European Economic Community where rights, which
accrue by virtue of the Consumer Protection (Distance Selling) Regulations, apply.
27. A Consumer Buyer shall have the right to cancel any contract for goods made by means
of distance communication, in accordance with these Terms and Conditions, within seven
working days of delivery of the goods. Special order goods shall not be returnable under the
terms of this clause. Cancellation of the contract can be effected by service of a Written
Notice signed by the Consumer Buyer which details clearly the Companies Sales Order
Number and the name and address of the Consumer Buyer, and delivered either by fax to the
number printed on the Invoice or by post to the Company’s registered office.
28. If a Written Notice of Cancellation is received by the Company in accordance with
clause 27 the Consumer Buyer shall become liable to return the goods to the Company
forthwith, to such address as directed by the Company in their original packaging (and
without having been installed or used and with all relevant seals and enclosures intact) and at
the consumer buyer’s sole expense.
29. If the Consumer Buyer fails to return the goods in accordance with clause 28 within 7
days of the cancellation of the contract, the Company shall be entitled to collect the goods
from the consumer buyer and to recover any reasonable costs involved in such collection from
the consumer buyer.
30. The Company shall then affect a refund of any monies owing to the consumer buyer in
respect of the goods within 30 days from the date of cancellation or receipt of goods by the
Company. Such a refund will be subject to any set off of monies to which the Company is
entitled under clause 29.
31. Goods purchased and delivered to the buyer otherwise than by means of distance
communication (including a Trade buyer) may be returned to the Company in original
packaging (and without being installed or used and with all relevant seals and enclosures
intact) for credit within 7 days of receipt by the buyer, subject to a restocking charge of not
less than 10% of the value of the order. Credit shall be subject to the buyer producing proof of
purchase and returning goods carriage paid. Special order goods shall not be returnable by
virtue of this clause.
32. The Trade Buyer shall indemnify the company against all actions, claims, demands,
penalties and cost brought by or incurred by third parties or this company in tort, contract,
infringements of or alleged infringements of patents or registered designs or otherwise arising
in connection with the goods or their delivery or unloading or with work done by the
company in accordance with the buyers specifications.
33. The Buyer confirms that he shall comply with any or all rules and instructions relating
to installation and use of the product concerned and fully accepts that any loss which results
from forced, misdirected, inappropriate or unqualified installation or use shall not be accepted
by the Company.
34. These terms and this agreement (including an agreement concluded by means of
distance communication) shall be interpreted in accordance with Belgian Law and industry
custom and practice, and Brussels courts shall have sole jurisdiction in respect of any dispute
arising therefrom.