General Conditions

1. SCOPE OF APPLICATION

Regardless of the manner in which the order was placed and save in the case of express written agreement to the contrary, all DYNACO EUROPE NV sales, deliveries and services are entered into on the basis of the general terms and conditions set out below. Merely by negotiating, placing an order and/or entering into an agreement with DYNACO EUROPE NV, the client (being any natural person or legal entity who/which purchases products or services from DYNACO EUROPE NV) accepts these general terms and conditions. General or special terms and conditions other than those of DYNACO EUROPE NV are not applicable and are hereby expressly rejected.

2. ORDER

Orders or contracts are only valid and must only be carried out if expressly accepted and confirmed by DYNACO EUROPE NV.

3. DELIVERY

Incoterms 2020 will be followed. For FCA shipments, regardless of the place of delivery, the goods are in all cases transported at the risk of the addressee from the time they leave DYNACO EUROPE NV’s warehouses or the external hubs used on behalf of DYNACO EUROPE NV. In case of delays, missing goods, damage, etc. the addressee must exercise recourse as per the law against the carrier prior to collection.

4. DEADLINE

The delivery deadlines or delivery dates are purely indicative and are given without any commitment. Under no circumstances does the client acquire a right to compensation if that deadline is exceeded for any reason. Nor shall the client have the right to cancel the agreement or order and/or refuse delivery of the goods and/or performance of services and/or payment.

5. OBJECTION

In case of damage, missing goods or incorrect delivery, the addressee must reject the shipment or only accept it with reservations. Objections or disputes must be notified in writing within five calendar days of delivery or performance, accompanied by the original CMR, with a complete and specific description of the damage and supported by photographs of the aforesaid damage. Subject to the case of the written agreement of DYNACO EUROPE NV, no returns shall have any legal consequences for the client. Products which DYNACO EUROPE NV accepts are defective or unusable shall be replaced, in whole or in part, or shall be credited without the buyer being entitled to any reimbursement or compensation for any reason. In the absence of a written objection, the information on the delivery notes or dispatch advice is deemed to be

correct. The existence of any complaints does not release the client from his/her/its obligation to pay all invoices on the due date.

6. FORCE MAJEURE

In case of force majeure, DYNACO EUROPE NV is entitled either to suspend delivery or performance of the contract until the circumstances that caused the force majeure no longer exist, or to terminate the as yet uncompleted contract and charge for products or services already delivered. Under no circumstances is the client entitled to any compensation.

7. RETENTION OF TITLE

All sales and deliveries are always made under the suspensory condition of payment in full. The delivered products remain the property of DYNACO EUROPE NV until the client has met all his/her/its obligations, including, inter alia, payment of the full sale price and related amounts (costs, VAT, fees due). Until such date and from the time of delivery the buyer is responsible for any damage the goods suffer or cause for any reason. In case of late payment, DYNACO EUROPE NV is entitled to take the delivered products back from the client at the latter’s risk and expense, even if these have already been installed, without recourse to the courts. If the client sells the products on before title has transferred, the client becomes a DYNACO EUROPE NV representative and all income from the further sale passes to DYNACO EUROPE NV.

8. INTELLECTUAL PROPERTY

DYNACO EUROPE NV expressly reserves all its intellectual property rights in the broadest sense of the word, including its patents, trademarks, trade names, copyrights, drawings, models and know‐how. All intellectual property rights are and remain the sole property of DYNACO EUROPE NV. DYNACO EUROPE NV may at any time prohibit the use and/or depiction of its intellectual property rights.

9. PRICES AND PAYMENT

Prices, taxes, shipping costs, insurance and installation of the products and services of DYNACO EUROPE NV are indicated on the invoice. Fluctuations in currency exchange rates, import duties, insurance and freight rates and purchase prices may oblige DYNACO EUROPE NV to amend its prices. Our invoices are payable within 30 days of the invoice date, save if agreed otherwise at the time of order. Goods are invoiced on the day of delivery. The payment period begins on the invoice date. DYNACO EUROPE NV can suspend delivery of products or services until payment in full. If the invoice is not paid within the specified payment period, the invoice amount owed shall be increased by a contractually agreed interest for late payment of 12% with a minimum of EUR 25 per invoice in favour of DYNACO EUROPE NV, automatically and without formal notice being required, by way of compensation for extra‐judicial collection and administration costs. All this shall be in addition to and above all costs of a possible lawsuit and the associated proceedings, as well as all costs and fees of the solicitor we are obliged to engage for both extra‐judicial and legal collection steps. If the invoice is not paid within the stated payment period, the balance of all other invoices, regardless of their due date and even if not yet due, shall automatically become payable in full, plus the aforementioned fees.

10. ADVANCES AND CREDITWORTHINESS

DYNACO EUROPE NV is entitled to request an advance before delivering a product or providing a service. Without prejudice to the right to ask for advances, DYNACO EUROPE NV can also require full guarantees or even payment in full if its confidence in the client’s creditworthiness is put in doubt, for example by the late payment of an invoice, by the refusal to accept a bill of exchange or by the protest of a bill, by asking for terms, by applying for composition, as a result of legal actions against the client and/or by any other apparent event. In all cases, DYNACO EUROPE NV equally has a right of retention over all goods that are the property of the client until payment in full is made.

11. APPLICABLE LAW AND COMPETENT COURT

These general terms and conditions are subject to Belgian law. Any dispute relating to the interpretation, implementation and dissolution of these terms and conditions that cannot be resolved amicably shall be settled by the courts and tribunals of Brussels. DYNACO EUROPE NV can, however, choose to bring legal actions before the court of the debtor’s domicile. The Vienna Sales Convention is not applicable.

12. CODE OF CONDUCT

The customer warrants that:

he shall comply with the ASSA ABLOY Code of Conduct and all applicable laws and regulations, including anti‐bribery, sanctions and export control laws;

none of the customer or any of its officers or directors is owned or controlled by any person targeted under the sanctions or export controls of the United Nations, United States, European Union or any other relevant government;

he will not engage in any business involving any such listed person;

he will immediately inform DYNACO EUROPE NV of any breach of the foregoing when becoming aware.

Following any breach DYNACO EUROPE NV may terminate the relationship with the customer, without any liability.

13. DYNACO configurator via Hive application

Customers who use DYNACO configurator via the Hive application will comply with following rules concerning the use of the software:

Login‐data are personal and not shared with other users;

The customer will use the software in a correct way;

The customer will notify DYNACO EUROPE NV immediately when an employee is no longer working for him and his access to the DYNACO configurator via the Hive platform needs to be blocked to avoid abuse.

DYNACO EUROPE NV reserves the right to amend the content of the

DYNACO configurator without prior approval of the customer;

DYNACO EUROPE NV cannot be held responsible if the DYNACO configurator is unavailable at any time or for any period or if data are lost.

DYNACO EUROPE NV will inform the customer if his order contains wrong data as a result of an error in the DYNACO configurator. The customer will be able to cancel his order or reconfirm with correct data, without any liability.

When placing an order in the DYNACO configurator via the Hive platform, an automatic receipt acknowledgement will be sent by e‐mail. No rights can be derived from this e‐mail. Acceptance of the order will happen via a separate order confirmation.

14. WARRANTY CONDITIONS

1. DYNACO EUROPE warrants that at the time of purchase, the Products are free from defects in material and workmanship.

2. The said warranty shall run for one (1) year from the Delivery Date of the Products to DISTRIBUTOR.

3. DYNACO EUROPE’s obligation under this warranty shall be limited to repairing or replacing, at DYNACO EUROPE’s option, the Products or parts thereof free of charge, Ex-Works Moorsel. It excludes all other direct or indirect costs, such as labour, travel, related costs.

4. The warranty shall apply to the original purchaser provided that the PRODUCT is treated with reasonable care and attention.

5. The execution by DYNACO EUROPE or DISTRIBUTOR of the obligations arising under the warranty does not have the effect of extending or renewing the one (1) year warranty period.

6. The Products once accepted by the end user will be deemed to be in good working order. The warranty does NOT cover:

Scratches, splinters or marks to the Products unless notified to DISTRIBUTOR or DYNACO EUROPE as soon as Products are received by end-user from DISTRIBUTOR 

Fair wear and tear

7. The warranty does not cover defects in the Products resulting from : 

Installation and electrical connections not having been carried out to a reasonable standard by suitable qualified technical staff or DYNACO EUROPE approved technical staff 

Failure in the electricity supply to the Products 

Electrical supply being applied to Products which differ to a significant degree from the nominal values foreseen for the Products

Abuse or wrong use by end-user or DISTRIBUTOR 

Lack of care and attention or insufficient/incorrect maintenance (see user’s manual) 

Wrong setting of operating parameters (see user’s manual)

8. The warranty will be void for Products repaired, modified or otherwise interfered with by persons not duly accredited by DYNACO EUROPE, or where Products have been repaired or modified with spare parts not supplied or approved by DYNACO EUROPE and for those Products for which the manufacturing serial numbers have been altered or tampered with or for an installation and a maintenance which do not conform to the instructions mentioned in our technical manual

9. The warranty is valid if the warranty certificate has been returned to DYNACO EUROPE within 30 days of the commissioning of the door, dated and signed by the customer.

10.The adjustments are not covered by this warranty; they are part of the maintenance of the door.

11.DYNACO EUROPE does not take any responsibility for all damages and direct or indirect costs resulting from a defect in the functioning of the doors.

12.The customer’s entire satisfaction is DYNACO EUROPE’s major priority. A technical manual has been drawn up for his attention and offered upon delivery. If the customer should have any questions, DYNACO EUROPE remains at his disposal. Please do not hesitate to contact its after sales department.