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Terms and conditions

Dugros B.V Oud-Beijerland, The Netherlands

Article 1: Applicability

  1. These general delivery and payment terms apply to all offers from, agreements with, deliveries by, and work carried out by Dugros B.V., hereinafter referred to as Dugros.
  2. Deviations from these general terms are only valid if explicitly agreed in writing.
  3. By entering into an agreement with Dugros, the counterparty waives the application of any terms they may use, regardless of their designation. Only Dugros' terms apply. Any contrary provision in the counterparty’s terms shall be null and void.
  4. Every order for products is considered an offer by the counterparty to purchase products under these terms.
  5. If one or more provisions of these terms are wholly or partially invalid or voided, the remaining provisions remain fully applicable. Parties will consult to agree on new provisions that reflect the original intent and purpose as closely as possible

Article 2: Offers and Quotations

  1. All offers and quotations from Dugros are non-binding, unless explicitly stated otherwise or if they contain a deadline for acceptance.
  2. Offers may include designs, drawings, models, samples, descriptions, images, attachments, and documents, all of which remain Dugros' property and must be returned upon request. These may not be copied or shared without Dugros' written consent. Dugros retains all intellectual and industrial property rights.
  3. Dugros reserves the right to reject any assignment without giving reasons.

Article 3: Formation of Agreement

  1. Dugros is only bound by written offers and assignments if an offer is not revoked within 8 days of acceptance or when acceptance is confirmed in writing.
  2. Any later or differing arrangements made orally or in writing by unauthorized individuals are not binding unless confirmed in writing by both parties.
  3. Terms where Dugros undertakes delivery without the counterparty’s obligation to purchase, or where quantity/price is conditional, are not binding.
  4. If Dugros deems the counterparty not sufficiently creditworthy, it may suspend its obligations without prejudice to its rights under the law or these terms.

Article 4: Delivery

  1. Unless otherwise agreed in writing, delivery is "Delivered at Place" (DAP), according to the ICC Incoterms valid at the time of the order.
  2. Handling and freight charges apply as per the fee schedule in Annex 1. Special packaging requested by the counterparty is charged extra. Dugros selects the shipping method.
  3. All delivery times are approximate and non-binding. If delivery is delayed more than 30 days without force majeure, the counterparty may set a reasonable deadline and cancel if still not delivered, without any compensation.
  4. Changes requested by the counterparty may extend the delivery period accordingly.

Article 5: Storage

  1. The counterparty is obliged to take delivery of the purchased goods within the agreed period. If the counterparty fails to do so before the delivery term expires and/or refuses the goods, Dugros has the right to terminate the agreement, insofar as it has not yet been executed, without prior notice of default. Dugros also retains the right to full compensation for any damage suffered. Such damage is estimated at a minimum of 50% of the sales price of the undelivered portion.
  2. At its discretion, Dugros may choose to store the goods at the counterparty's expense and risk—including the risk of quality deterioration—either in its own warehouse or elsewhere. This storage is considered a delivery. Written notice of this storage, including the related invoice, must be sent to the counterparty without delay.

Article 6: Complaints

  1. Complaints refer to all grievances from the counterparty regarding the nature of a delivery. The counterparty cannot file complaints resulting from inaccurate or incomplete data it has provided. The counterparty is responsible for providing correct and complete information necessary for Dugros to properly execute the agreement. Minor deviations in quality, quantity, width, color, finish, size, or workmanship that are technically unavoidable or commonly accepted in trade cannot be grounds for complaint.

  2. The counterparty must inspect the goods upon delivery—or as soon as reasonably possible thereafter—to determine whether the delivery complies with the agreement, namely:

     

    • Whether the correct goods have been delivered;

    • Whether the delivered goods match in size, number, and quantity;

    • Whether the delivered goods meet the agreed quality standards or, if these are absent, the standards reasonably expected for normal use.

  3. The counterparty must report visible defects or shortages in writing to Dugros within 8 days of delivery, and always before the goods are processed or sold. Failure to do so voids any claims against Dugros concerning visible defects.

  4. Non-visible defects must be reported in writing to Dugros within 8 days of discovery—or from the moment they reasonably should have been discovered—but no later than 3 months after delivery. Failure to do so voids any claims for hidden defects.

  5. Dugros will investigate the complaint promptly upon notification, unless it is a late complaint as described in paragraphs 3 and 4. The counterparty must allow Dugros the opportunity to examine the complaint.

  6. Even if a complaint is submitted in a timely manner, the counterparty remains obligated to pay and accept delivery of other orders. Goods may only be returned with prior written approval from Dugros and at the counterparty’s expense and risk.

  7. If a complaint is justified, Dugros is obliged to either replace the goods in question as soon as possible or apply a price reduction equivalent to the value difference between the delivered and ordered goods, without being held liable for further damages.

Article 7: Force Majeure

  1. In the event of force majeure, whether temporary or permanent, Dugros is entitled to suspend or terminate the agreement, in whole or in part, without the counterparty and/or third parties being entitled to claim performance or compensation.
  2. Force majeure for Dugros applies when, after concluding the agreement, Dugros is prevented from fulfilling its obligations or preparing for them due to war, threat of war, civil unrest, terrorism, riots, disturbance, pandemic or epidemic, fire, water damage, flooding, strikes, company occupation, lockouts, import/export restrictions, government measures, machine breakdowns, energy supply failures—whether at Dugros or third parties supplying materials—during storage or transportation, and all other circumstances where fulfillment of the agreement cannot reasonably be expected from Dugros.
  3. Dugros will notify the counterparty immediately of any force majeure situation.
  4. If force majeure occurs while the agreement has been partially fulfilled, Dugros is entitled to invoice the delivered or deliverable portion separately, and the counterparty is obliged to pay it as if it were a separate agreement.

Article 8: Warranty

  1. Dugros guarantees the soundness and quality of the goods it delivers and/or processes, in accordance with the provisions elsewhere in these terms.
  2. The warranty period is 6 months from the time of delivery.
  3. If it is determined within the warranty period that the work is defective, Dugros will repair or have the defect repaired free of charge. The repair obligation does not extend to consequential damage or to work or goods not covered by the agreement.
  4. Warranty for goods purchased from third parties is only given if and to the extent that the respective manufacturer/supplier provides a warranty.
  5. Any repairs or modifications made to the delivered goods by the counterparty without consultation or written consent from Dugros will void the warranty.
  6. If the counterparty fails to fulfill its obligations, Dugros is also released from any (warranty) obligations.

Article 9: Liability

  1. Dugros’ liability in connection with any shortcomings in the goods it supplies or any other breach of the agreement is limited to fulfilling the warranty obligations described in Article 8, subject to the provisions of Article 6.
  2. If Dugros is liable for any damage, it is only required to compensate for damage that is covered by insurance, or that it should reasonably have been insured against according to industry standards. If Dugros’ insurer provides no coverage, liability is limited to the invoice amount, or the relevant part thereof.
  3. If Dugros is liable for direct damage, this liability is limited to the value of the goods delivered.
  4. Except in cases of intent or gross negligence, Dugros is never liable for business interruption, consequential damages, or indirect loss.
  5. The counterparty is obligated to indemnify Dugros against any third-party claims related to the execution of the agreement, unless prohibited by law.

Article 10: Repairs

  1. Repairs of goods supplied by Dugros will be carried out in accordance with these terms and performed to the best of Dugros’ ability and knowledge.
  2. Dugros is not liable for theft, loss, or damage of goods submitted for repair, unless caused by intent or gross negligence.
  3. If the counterparty fails to collect repaired goods—after repeated written notifications—Dugros is entitled to sell them.

Article 11: Prices

  1. All prices exclude VAT, packaging, transportation, and other costs, unless explicitly agreed otherwise in writing.
  2. Prices are based on cost-determining factors applicable at the time of agreement. If these factors increase before or during delivery, Dugros may proportionally charge the counterparty.

Article 12: Payment

  1. Payments must be made within 30 days of the invoice date by transferring the due amount to a bank or giro account designated by Dugros.
  2. Dugros is not obligated to issue reminders or statements, unless agreed otherwise.
  3. After the payment term expires, the counterparty is in default by law. From that date, Dugros is entitled to charge interest and extrajudicial collection costs as follows:                       
    • 1.5% interest per month on outstanding amounts from the due date until full payment.                                                                                                                             
    • Extrajudicial collection costs amounting to 15% of the principal with a €40 minimum, in addition to any actual higher costs incurred by Dugros (e.g., attorney or bailiff fees).
  4. Dugros may demand security for payment at any time before or after the agreement is concluded and suspend performance until security is provided.
  5. Payments are applied first to collection costs and interest, then to the oldest outstanding invoice.

Article 13: Export

  1. In case of export, unless agreed otherwise, delivery is “Ex Works” according to the ICC Incoterms valid at the time of the order. This also applies to subsequent agreements.
  2. The counterparty guarantees that any required import certificates or permits will be obtained before shipment.
  3. If Dugros arranges transport or storage, this is at the counterparty’s expense.

Article 14: Retention of Title

  1. Ownership of the goods transfers to the counterparty upon delivery, subject to paragraph 2.
  2. Ownership remains with Dugros until the full purchase price and any additional costs have been paid. Ownership transfers only after all obligations to Dugros are fulfilled.
  3. If Dugros has doubts about the counterparty’s creditworthiness, it may delay delivery until payment security is provided. Any resulting damage is the counterparty’s responsibility.
  4. Until full payment is made, the counterparty must treat the goods with care and is not allowed to transfer, pledge, or move them without Dugros’ consent

Article 15: Trademarks and Design Rights

  1. Dugros owns the (word and image) trademark rights for Beagles and holds licenses for Charm and Micmacbags, as well as the word marks Micmac The Original, Gio Gini, Run Away, Several, and Trapper.
  2. Without Dugros’ written consent, these trademarks and models may not be copied or imitated, even with minor differences. Violation results in a €2,500 fine per day, without prejudice to Dugros’ right to seek additional remedies

Article 16: Termination

  1. Dugros is entitled to terminate the agreement immediately and without legal intervention by registered letter—without being liable for damages—if:
    • The counterparty fails to meet its obligations and does not correct this within 7 calendar days after written notice;
    • Security requested at the time of agreement is not provided or is insufficient;
    • The counterparty is subject to liquidation, bankruptcy (filed or declared), suspension of payments, or loses control of its assets or income, or suffers asset seizure lasting more than two months.
  2. In case of such termination, Dugros may reclaim unpaid goods without prior notice and is authorized by the counterparty to enter its premises. Dugros is entitled to compensation of at least 50% of the order value.

Article 17: Online Sales

  1. Without prior written consent from Dugros, the counterparty may not sell or otherwise distribute Dugros products on online platforms.
  2. Violation entitles Dugros to immediately end the business relationship and cancel agreements without notice.

Article 18: Amendments

  1. Dugros is entitled to amend these terms. The changes will also apply to existing agreements. Dugros will provide timely notice. If the counterparty disagrees with the changes, it may terminate the agreement as of the effective date of the new terms.

Article 19: Currency Clause

  1. Dugros reserves the right to cancel the agreement in the event of exchange rate changes between the Netherlands and a supplier’s location.

Article 20: Applicable Law and Jurisdiction

  1. All agreements governed by these terms are subject exclusively to Dutch law.
  2. The Vienna Sales Convention (CISG, April 11, 1980) also applies to international purchase agreements.
  3. All disputes—including interim or precautionary measures—will be exclusively resolved by the court of Dugros’ registered office: the District Court of Rotterdam, location Dordrecht, unless mandatory jurisdiction rules dictate otherwise.