General purchasing terms and conditions - DK Online
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General purchasing terms and conditions

  1. Scope and formation of the contract
  • These general purchasing terms and conditions (hereinafter referred to as “GPTC”) apply to contracts for the supply of original used mobile telephone devices, Smartphones, and all the original or standard accessories and materials related to the original mobile telephone devices (hereinafter referred to as “the Products”) concluded or to be concluded between SCS DKONLINE (hereinafter referred to as “DKONLINE”) and ………………………………….. (hereinafter referred to as “the supplier”), to the exclusion of any other terms and conditions, irrespective of the nationality of the supplier and the place where the order is fulfilled. These are a key component of the supply contract whose formation is dependent upon their applicability.

 

Consequently, a derogation shall be made from these terms and conditions only if DKONLINE has specifically consented to this in writing. The supplier may not claim the application of the supplier’s own general terms and conditions. Should DKONLINE agree to waive its GPTC, these shall continue to apply on an auxiliary basis.

 

  • The supply contract is concluded by the supplier’s tacit acceptance of the order or by DKONLINE’s receipt of the quotation signed by the supplier for approval, or via an e-mail in which the supplier acknowledges receipt and accepts the order. In any event, the delivery to DKONLINE of the subject of the order shall constitute the final acceptance of the order and these GPTC.

 

  • These GPTC are enforceable against the supplier as soon as the order is accepted and for any present or future orders DKONLINE places with the supplier, unless DKONLINE expressly agrees otherwise in writing beforehand.

 

  1. Invoicing procedures and payment procedures

 

  • The supplier is required to forward DKONLINE the invoice relating to the order for the Products delivered no later than at the time the delivery is made by the supplier.

 

  • The supplier shall refrain from making any change to the price and the subject of the order placed and accepted by DKONLINE.

 

  • The supplier undertakes to ensure the invoice features the number of the order form and, as far as possible, a description of the order for the Products placed with the precise value of the order. The supplier also undertakes to mention that the Products are original goods.

 

  • DKONLINE accepts no responsibility in the event of an incorrect and/or missing declaration as regards the customs office of export.

 

  • Unless otherwise agreed in writing, invoices are payable by DKONLINE within 60 days starting from the last day of the month during which the invoice was issued.

 

  1. Warranty – Supplier liability– Insurance

 

  • The supplier guarantees that the Products delivered are consistent with the provisions in DKONLINE’s order.

 

  • As a result of accepting the order, the supplier guarantees that all the Products ordered are free from any defects, are consistent with the applicable European standards (EC conformity), particularly as regards safety and the environment, and are able to function normally for a period of at least two years starting from the date of delivery, unless the supplier offers a longer warranty period, in which case this longer period shall apply.

 

The supplier shall replace or repair, according to the case, any Product and/or Product accessory that is defective in any way during the warranty period without this involving any costs for DKONLINE. If a repair or replacement is impossible, the supplier shall refund in full the amounts paid for the defective Products, without prejudice to any other damages.

 

  • The supplier undertakes to take out the insurance policies required to cover the liability the supplier may incur owing to the fulfilment, non-fulfilment or partial fulfilment of the contract and applicable to any direct or indirect physical, material or immaterial damage suffered by DK ONLINE or third parties.

 

  1. Delivery of the Products

 

  • The delivery period featured in the order form is obligatory and binding. Should the supplier suspect there may be a late delivery, the supplier is required to take action immediately, and, in any event, two working days before the delivery date, to get in touch with DKONLINE to notify the latter about the situation and specify the estimated time the supplier requires to complete the assignment. In the event of a failure to comply with the delivery DKONLINE shall be entitled, at its discretion, to: (i) cancel the order and be reimbursed in full for the amounts paid for the Products ordered but not delivered, (ii) deduct from the price agreed upon compensation equal to 25% of the value of the order, in the event of a failure to meet the deadline laid down in the contract and/or (iii) take any other measures that DKONLINE may deem to be appropriate.

 

  • The Products shall be delivered to the place of delivery specified in the order according to the DDP Incoterm. The transfer of ownership takes place when DKONLINE receives the Products ordered. Any title reservation clause the supplier offers shall be deemed unwritten. The risks still remain with the supplier until the receipt by DKONLINE at the place specified in the order.

 

  1. Intellectual property rights

 

  • The supplier guarantees that the Products supplied to DKONLINE do not infringe any intellectual property rights.

 

  • The supplier warrants that Products are used and preowned smartphones or refurbished smartphones with original equipment materials.

 

The supplier must package the refurbished smartphones shipped to DKONLINE with the following labelling:

 

“Second hand unit description:

Unit has been pre-owned.
Device may show cosmetic blemishes from prior use.
Battery life will vary based upon prior usage.

Unit has not been certified or verified by the [right holder] in any way”. 

 

Unless DKONLINE expressly agrees beforehand in writing, the supplier guarantees that the Products delivered do not in any way comprise components supplied by third parties to replace the Product’s original components.

 

  • The supplier is also required to defend DK ONLINE, at no cost to the latter, in the event of any disputes and, in particular, in the case of infringement proceedings initiated against DKONLINE owing to the marketing of the Products. Should the Products be confiscated by customs or detained for any other administrative purposes, the supplier is required to provide DKONLINE with any assistance needed and, in particular, to provide any information about the origin of the Products, in order to allow DKONLINE to obtain the withdrawal of the measures adopted with respect to DKONLINE.

The supplier undertakes to reimburse in full the amount DKONLINE paid for the Products purchased should these continue to be confiscated or detained for any reason, owing to their infringing status, for more than 30 days or DKONLINE is not able to ensure they are marketed within a 30-day period.

 

  • Without prejudice to articles 4.1, 4.2, 5.1, 5.2 and 5.3 the supplier guarantees DKONLINE against the direct or indirect consequences of any infringement proceedings resulting from the use or marketing of the Products. Consequently, the supplier shall bear, at the request of DKONLINE, any costs arising from disputes and any damages that may be sought from DKONLINE. Upon receipt of the first request, the supplier shall also replace the infringing Products by non-infringing Products.

 

  1. Force Majeure

 

Neither party is required to perform that party’s obligation in the event of force majeure, including natural disasters, acts and orders emanating from competent authorities, acts of terrorism or war and any other event that was not reasonably foreseeable and surmountable.

 

In the case of force majeure, the obligations of the party affected shall be suspended until the circumstances preventing the performance of these obligations have disappeared. Should the situation of force majeure last more than 30 days, each of the parties shall be entitled to terminate the supply contract by notifying the other party. Any indemnity or compensation shall be excluded in this case.

 

  1. Miscellaneous
    • Non-waiver

If DKONLINE is unable to invoke one of the clauses in these GPTC or an infringement by DKONLINE’s contractor, this may not be interpreted in the future as a waiver of the right or obligation in question.

 

7.2 Partial invalidity

 

Should one of the clauses in these GPTC be declared invalid pursuant to a law, a regulation or as a result of a final decision by a competent court, it shall be considered as unwritten, while the others shall nonetheless continue to be effective and retain their scope.

 

Where appropriate, DKONLINE may proceed, in conjunction with the supplier, to agree to replace the cancelled provisions by means of a supplementary agreement.

 

  • Proof

 

The parties agree that in the case of a dispute, they shall not challenge the enforceability of these GPTC, a printed version of which they shall retain. They also undertake to recognise the conclusive force of the printed version of all their electronic communications, in the same way and subject to the same terms and conditions as those applicable to other documents, drafted or kept in a printed form.

 

 

  • Applicable law – competent court

 

Any dispute about the formation, interpretation and performance of these GPTC shall be governed by Belgian law and European law. The courts of the Liège judicial district have sole competence. The purchaser makes an irrevocable commitment not to challenge the law applicable to the contracts for the order the purchaser has concluded with DKONLINE, or the territorial competence of the courts of the Liège judicial district.

 

  1. Signatures

 

The supplier acknowledges having taken note of these GPTC, and approves them.

 

The supplier: ……………….

 

DKONLINE Sprl (private limited company): ………….

 

 

  1. Scope and formation of the contract

1.1 These general purchasing terms and conditions (hereinafter referred to as “GPTC”) apply to contracts for the supply of original used mobile telephone devices, Smartphones, and all the original or standard accessories and materials related to the original mobile telephone devices (hereinafter referred to as “the Products”) concluded or to be concluded between SPRL DKONLINE (hereinafter referred to as “DKONLINE”) and the client (hereinafter referred to as “the supplier”), to the exclusion of any other terms and conditions, irrespective of the nationality of the supplier and the place where the order is fulfilled. These are a key component of the supply contract whose formation is dependent upon their applicability.   Consequently, a derogation shall be made from these terms and conditions only if DKONLINE has specifically consented to this in writing. The supplier may not claim the application of the supplier’s own general terms and conditions. Should DKONLINE agree to waive its GPTC, these shall continue to apply on an auxiliary basis.

1.2 The supply contract is concluded by the supplier’s tacit acceptance of the order or by DKONLINE’s receipt of the quotation signed by the supplier for approval, or via an e-mail in which the supplier acknowledges receipt and accepts the order. In any event, the delivery to DKONLINE of the subject of the order shall constitute the final acceptance of the order and these GPTC.  1.3 These GPTC are enforceable against the supplier as soon as the order is accepted and for any present or future orders DKONLINE places with the supplier, unless DKONLINE expressly agrees otherwise in writing beforehand.

 

  1. Invoicing procedures and payment procedures

2.1 The supplier is required to forward DKONLINE the invoice relating to the order for the Products delivered no later than at the time the delivery is made by the supplier.

2.2 The supplier shall refrain from making any change to the price and the subject of the order placed and accepted by DKONLINE.

2.3 The supplier undertakes to ensure the invoice features the number of the order form and, as far as possible, a description of the order for the Products placed with the precise value of the order. The supplier also undertakes to mention that the Products are original goods.

2.4 DKONLINE accepts no responsibility in the event of an incorrect and/or missing declaration as regards the customs office of export.

2.5 Unless otherwise agreed in writing, invoices are payable by DKONLINE within 60 days starting from the last day of the month during which the invoice was issued.

 

  1. Warranty – Supplier liability – Insurance

3.1 The supplier guarantees that the Products delivered are consistent with the provisions in DKONLINE’s order.

3.2 As a result of accepting the order, the supplier guarantees that all the Products ordered are free from any defects, are consistent with the applicable European standards (EC conformity), particularly as regards safety and the environment, and are able to function normally for a period of at least two years starting from the date of delivery, unless the supplier offers a longer warranty period, in which case this longer period shall apply.   The supplier shall replace or repair, according to the case, any Product and/or Product accessory that is defective in any way during the warranty period without this involving any costs for DKONLINE. If a repair or replacement is impossible, the supplier shall refund in full the amounts paid for the defective Products, without prejudice to any other damages.

3.3 The supplier undertakes to take out the insurance policies required to cover the liability the supplier may incur owing to the fulfilment, non-fulfilment or partial fulfilment of the contract and applicable to any direct or indirect physical, material or immaterial damage suffered by DK ONLINE or third parties.

 

  1. Delivery of the Products

4.1 The delivery period featured in the order form is obligatory and binding. Should the supplier suspect there may be a late delivery, the supplier is required to take action immediately, and, in any event, two working days before the delivery date, to get in touch with DKONLINE to notify the latter about the situation and specify the estimated time the supplier requires to complete the assignment. In the event of a failure to comply with the delivery DKONLINE shall be entitled, at its discretion, to: (i) cancel the order and be reimbursed in full for the amounts paid for the Products ordered but not delivered, (ii) deduct from the price agreed upon compensation equal to 25% of the value of the order, in the event of a failure to meet the deadline laid down in the contract and/or (iii) take any other measures that DKONLINE may deem to be appropriate.

4.2 The Products shall be delivered to the place of delivery specified in the order according to the DDP Incoterm. The transfer of ownership takes place when DKONLINE receives the Products ordered. Any title reservation clause the supplier offers shall be deemed unwritten. The risks still remain with the supplier until the receipt by DKONLINE at the place specified in the order.

 

  1. Intellectual property rights

5.1 The supplier guarantees that the Products supplied to DKONLINE do not infringe any intellectual property rights.

5.2 The supplier warrants that Products are preowned mobile telephone devices, Smartphones refurbished with original equipment materials. Unless DKONLINE expressly agrees beforehand in writing, the supplier guarantees that the Products delivered do not in any way comprise components supplied by third parties to replace the Product’s original components.

5.3 The supplier is also required to defend DK ONLINE, at no cost to the latter, in the event of any disputes and, in particular, in the case of infringement proceedings initiated against DKONLINE owing to the marketing of the Products. Should the Products be confiscated by customs or detained for any other administrative purposes, the supplier is required to provide DKONLINE with any assistance needed and, in particular, to provide any information about the origin of the Products, in order to allow DKONLINE to obtain the withdrawal of the measures adopted with respect to DKONLINE.  The supplier undertakes to reimburse in full the amount DKONLINE paid for the Products purchased should these continue to be confiscated or detained for any reason, owing to their infringing status, for more than 30 days or DKONLINE is not able to ensure they are marketed within a 30-day period.

5.4 Without prejudice to articles 4.1, 4.2, 5.1, 5.2 and 5.3 the supplier guarantees DKONLINE against the direct or indirect consequences of any infringement proceedings resulting from the use or marketing of the Products. Consequently, the supplier shall bear, at the request of DKONLINE, any costs arising from disputes and any damages that may be sought from DKONLINE. Upon receipt of the first request, the supplier shall also replace the infringing Products by non- infringing Products.

 

  1. Force Majeure

Neither party is required to perform that party’s obligation in the event of force majeure, including natural disasters, acts and orders emanating from competent authorities, acts of terrorism or war and any other event that was not reasonably foreseeable and surmountable.   In the case of force majeure, the obligations of the party affected shall be suspended until the circumstances preventing the performance of these obligations have disappeared. Should the situation of force majeure last more than 30 days, each of the parties shall be entitled to terminate the supply contract by notifying the other party. Any indemnity or compensation shall be excluded in this case.

 

  1. Miscellaneous

7.1 Non-waiver  If DKONLINE is unable to invoke one of the clauses in these GPTC or an infringement by DKONLINE’s contractor, this may not be interpreted in the future as a waiver of the right or obligation in question.

7.2 Partial invalidity   Should one of the clauses in these GPTC be declared invalid pursuant to a law, a regulation or as a result of a final decision by a competent court, it shall be considered as unwritten, while the others shall nonetheless continue to be effective and retain their scope.   Where appropriate, DKONLINE may proceed, in conjunction with the supplier, to agree to replace the cancelled provisions by means of a supplementary agreement.

7.3 Proof  The parties agree that in the case of a dispute, they shall not challenge the enforceability of these GPTC, a printed version of which they shall retain. They also undertake to recognise the conclusive force of the printed version of all their electronic communications, in the same way and subject to the same terms and conditions as those applicable to other documents, drafted or kept in a printed form.

7.4 Applicable law – competent court   Any dispute about the formation, interpretation and performance of these GPTC shall be governed by Belgian law and European law. The courts of the Liège judicial district have sole competence. The purchaser makes an irrevocable commitment not to challenge the law applicable to the contracts for the order the purchaser has concluded with DKONLINE, or the territorial competence of the courts of the Liège judicial district.

 

  1. Signatures

The supplier acknowledges having taken note of these GPTC, and approves them.