Terms and Conditions


DDS General Terms & Conditions of Sale

1. GENERAL

1.1  In these Conditions:
"The Company" means DDS Commercial Diving Equipment;
"The Customer" means the person accepting a quotation of the Company for the sale of the Goods or placing the order for the goods;
"The Goods" means the goods the subject of a contract between the Company and the Customer;
"Order" means an order placed by a customer for Goods; and headings are inserted for the sake of convenience only and do not affect the construction of these Conditions.

1.2  The Goods are supplied on these Conditions to the exclusion of any terms or conditions
stipulated by the Customer and of any representations, warranties or communications not expressly incorporated herein or in the Company's order acceptance. Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by an authorized representative of the Company is followed or acted upon entirely at the Customer's own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

1.3  A quotation submitted by the Company to the Customer shall be open for acceptance by the Customer for the period stated therein or, where no period is stated, for the period of 30 days after its date and, if not so accepted, shall be automatically withdrawn

1.4  No person has authority on behalf of the Company to vary any of these Conditions except a Director of the Company and then only in writing signed by him/her.

1.5  These Conditions shall be construed and shall take effect in all respects in accordance with the Dutch law and the parties submit to the Dutch courts in relation to all disputes or differences concerning or relating thereto. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

1.6  The Customer and the Company will attempt in good faith to resolve any dispute arising under or in connection with these Conditions or the sale of the Goods. However, if a dispute is not resolved through negotiation the Company has the right to submit the dispute to the nearest court to its registered office.

1.7  Any notice given hereunder by post, fax or e-mail to the recipient at his or its principal registered office shall be deemed to be received 48 hours after having been sent.

1.8  Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

1.9  The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the contract in accordance with its terms

1.10  If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Customers specification.

2. DELIVERY

2.1  The time and place of delivery shall be as specified in the Customer's order and the means of delivery shall be at the absolute discretion of the Company.

2.2  The Company shall use all reasonable endeavours to meet delivery dates but shall be under no liability for failure to deliver on a specified date or within a specified period. If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Customer's fault, and the Company is liable to the Customer, the Company's liability shall be limited to the price payable to Company for the Goods.

2.3  The Customer shall pay, when applicable, to the Company the costs of packaging and delivering the Goods in addition to the purchase price.

2.4  If the Customer fails to accept delivery of the Goods the Company shall be entitled (without prejudice to any other rights it may have) to store the Goods at the cost and risk of the Customer.

2.5  If the Company is responsible for delivery, the Company will, at its option, either repair, replace free of charge or credit Goods lost or damaged in transit to Customer, or Dutch port for an export Customer, provided that the Customer notifies the Company within reasonable time of such loss or damage.

3. INSTALLMENTS

3.1  The Company shall be entitled to deliver the Goods by one or more installments and in that event each such installment shall be invoiced and paid for separately. It shall be at the Company’s discretion to charge Customer for additional freight charges occurred in relation to any installments.

3.2  Where the Goods are delivered to the Customer by installments or over a period and the Customer has failed to pay on its due date any invoice for Goods already delivered the Company shall be entitled (without prejudice to any other rights it may have) to suspend delivery of further installments of Goods until all amounts outstanding to the Company from the Customer shall have been paid or to terminate the contract in relation to Goods not yet delivered.

3.3  Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract for the supply of the Goods as a whole as repudiated.

4. PRICES

4.1  The Company reserves the right to vary any prices quoted for Goods to take account of any variations in cost, including, but not by way of limitation, cost of materials, manufacture, labour, transport and any new or increased taxes, duties or other imposts.

4.2  Where an exchange rate is included on a quotation or acknowledgement the price quoted is directly related to that exchange rate and any change in the rate between the time of quotation or acknowledgement and delivery will be included.

4.3  Unless specified otherwise prices quoted are net ex works and exclusive of delivery and VAT and only apply to the total quantities and delivery dates and rates specified.

5. PAYMENT AND INTEREST

5.1  The Goods (and any installment in the case of delivery by installments) shall be paid for within thirty days of the date of the relevant invoice unless agreed otherwise.

5.2  The prompt payment of the Company's accounts is a condition precedent of further deliveries and (without prejudice to any other remedies the Company may have in respect of overdue payments) the Company reserves the right to charge interest (as well after as before any judgment) at the rate of 2% per month base rate for the time being in force or, if higher, any applicable statutory interest then in force on all sums overdue for payment by the Customer hereunder.

5.3  The Company's invoices are payable in EURO, save that in the event that EURO (in relation to non-cash and/or cash transactions) replaced by an alternative currency, the Client shall, if the Company so requires, make payment in such alternative currency and in such case, it is hereby agreed that all sums payable by the Customer to the Company shall be rounded upwards to the nearest equivalent whole currency denomination in the alternative currency.

6. TITLE TO THE GOODS

6.1  The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until all amounts owing to the Company by the Customer on any account whatsoever have been paid to the Company in full. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee.

6.2  So long as the Goods remain the Company's property the Customer shall keep the Goods separately stored and/or marked and insured at the Customer's expense so as to be clearly identifiable as the Company's property.

6.3  The Company may at any time recover and resell the Goods (if in the Customer's possession and if the Goods have not been mixed with, or incorporated or processed by the Customer into other articles) if payment therefore is overdue and for this purpose the Company's employees or agents may enter upon the Customer's or other premises upon which the Goods are situated. The Company may exercise the like rights of recovery resale and entry so long as any payment owed by the Customer on any account is overdue.

6.4  The risk of loss of or damage to the Goods shall pass to the Customer on delivery to the place of delivery as specified in sub-clause 2.1 hereof or on delivery to the appropriate British port (or, in the case of the articles referred to in sub-paragraph 6.3 hereof, shall be that of the Customer at all times after they come into being).

6.5  The Customer shall ensure that the Goods do not become subject to any charge, lien or encumbrance, but the Customer may resell the Goods to third parties in the normal course of business and the proceeds of any such sale shall belong to the Company to the extent that any payments referred to in paragraph (6.1) above remaining owing by the Customer, and the Customer shall be under a fiduciary duty to account to the Company for such proceeds. The Customer shall pay all such proceeds of sale into a separate designated trust account pending accounting to the Company thereof.

6.6  The Customer shall not be deemed to be the Company's agent for any purpose and (without prejudice to sub-clause 12.1 hereof) shall indemnify the Company against any liability that the Company may incur to third parties (whether in contract, tort or otherwise, and including all the Company's expenses attributable thereto) in connection with the Goods.

7. WARRANTY AGAINST DEFECTS

7.1  Any Goods which are of defective manufacture or which fail to attain any expressly guaranteed performance rating (subject to any specified tolerances) will be repaired or replaced free of charge, or credit will be given in respect of such Goods, at the Company's option, provided that:

7.1.1  such defect or failure is notified to the Company in writing within 12 months after delivery or within 30 days after the defect or failure shall have come to the notice of the Customer, whichever is sooner, or within 30 days after delivery in the case of any defect or failure which would have been apparent to the Customer if the Goods were inspected by the Customer on delivery (which inspection the Customer undertakes to make), and any Goods in respect of which no such notification is given to the Company shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly;

7.1.2  in respect of Goods or parts not of the Company's manufacture the Company's responsibility shall be limited to any benefits which the Company may receive under any guarantee given by the supplier of such Goods or parts;

7.1.3  the Customer if so requested shall return the Goods carriage paid to the Company's works together with sufficient details in writing to enable the Goods and the alleged defect or failure to be clearly identified;

7.1.4  if the claim is not accepted the Company will so notify the Customer and hold the Goods for 14 days for the Customer's instructions, failing receipt of which the Company shall then be entitled to dispose of the Goods or store them at the Customer's expense without incurring any liability to the Customer;

7.1.5  repairs, alterations or modifications have not been made or attempted by anyone other than the Company;

7.1.6  the Goods have not been subjected to misuse, negligence or been the subject of any accident.

8. LIABILITY

8.1  The Company's liability in terms of these Conditions is in lieu and to the exclusion of all other warranties, conditions or obligations imposed or implied by statute or otherwise in relation to the quality or description of the Goods or their fitness for any particular purpose, and all liability for any indirect or consequential loss (howsoever arising) is hereby expressly excluded.

8.2  The Company's employees or agents are not authorised to make any representations concerning the
Goods unless confirmed by the Company in writing. In accepting a quotation of the Company or placing the Order for the Goods the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

9. DRAWINGS, ETC.

9.1  Unless otherwise specified in the Company's quotation all specifications, drawings and particulars of weights and dimensions submitted by the Company therewith are approximate only, and the descriptions and illustrations contained in the Company's catalogues, website, price lists and other advertisement matter are intended to present a general idea of the Goods described therein, and none of these shall form part of the contract. All specifications, drawings and technical descriptions submitted with or in connection with the Company's quotation are the copyright of and/or subject to the design rights (whether registered or unregistered) and/or subject to patent rights in favour of the Company. All such copyright and/or other material, and all information and "know-how" whenever supplied shall at all times be treated by the Customer as confidential and shall not without the Company's written consent be used by the Customer except for purposes of the operation of the Goods supplied thereunder, nor shall they without like consent be communicated to third parties save insofar as may be necessary for the purposes of operation.

9.2  The Company reserves the right to make any changes in the specification of the Goods without reference to the Customer which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.

10. CUSTOMER-SUPPLIED ITEMS

10.1  Items to be supplied by the Customer must conform to specifications approved by the Company and be delivered as and when required in quantities sufficient to cover production of the Goods and the Customer shall indemnify the Company against any loss which the Company may suffer whether wholly or partially by reason of the Customer's failure to supply any such item in accordance with this Clause.

11. TOOLING

11.1  Unless agreed in writing by both parties the Company shall retain full title and possession of all moulds and tooling of any kind (including but not limited to masks, screens, tapes, software, mechanical jigs and fixtures) used in the production of any Goods.

12. INDUSTRIAL PROPERTY

12.1  The Customer shall not claim ownership of any patents, trademarks, trade names, copyrights or designs in relation to the Goods and shall not take any action which might infringe any patent, trademark, trade name, copyright or design or other form of protection for any invention, discovery, improvement, design mark or logo in relation to the Goods and the Customer shall indemnify the Company and keep it indemnified from and against all costs, claims, liabilities, proceedings, damages and expenses arising directly or indirectly as a result of any breach of the foregoing obligation by the Customer.

12.2  The Customer shall notify the Company immediately of any infringement or apparent or threatened infringement of or any actions, claims or demands in relation to any patent, trade mark, trade name, copyright, design or other form of protection for any invention, discovery, improvement, design mark or logo in relation to the Goods or any such patent, trade mark, trade name, copyright or design rights and the Customer shall provide the Company at the Company's expense with all assistance which the Company may reasonably require in connection therewith including but not limited to the prosecution of any actions which the Company may deem necessary for the protection of any rights in relation to the Goods or any such patent, trade mark, trade name, copyright or design rights and if so requested by the Company in relation to any claim or action brought against the Customer shall authorize the conduct of the same and of all negotiations for the settlement of the same by the Company.

12.3  The Customer shall indemnify the Company against all claims for infringement or alleged infringement of third parties patent or other industrial or intellectual property rights, and all costs and expenses incurred in connection therewith, arising from the execution of the Customer's order or otherwise in relation to the fulfillment by the Company of its obligations under the contract.


13. CANCELLATION BY THE CUSTOMER

13.1  The Customer may cancel or vary any contract only with the prior written consent of the Company and in the event of such cancellation or variation the Customer shall indemnify the Company against any loss of profit which was within the reasonable and/or actual contemplation of the Customer as the likely result of any such cancellation or variation and any other reasonable costs and expenses of any kind which the Company may have incurred as a result of the cancellation or variation of such contract. The return of stock products implies a re-stocking fee of 10%, for special ordered or manufactured products the cancellation fee is 20% of the underlying order value.

14. INDEMNITY FOR THIRD PARTY CLAIMS

14.1  The Customer shall indemnify the Company against all claims for personal injury, loss or damage to property brought against the Company by third parties arising from the use of the Goods including without limitation any losses arising from any liability for defective products which shall have been caused directly or indirectly by the Customer and the cost of any legal action or proceeding associated therewith unless such injury, loss or damage is solely attributable to the negligence of the Company, its employees or agents.

15. FORCE MAJEURE

15.1  The Company shall not be liable to the Customer or incur any penalties for the failure to perform or for the delay in the performance of any of its obligations hereunder where such failure or delay is due wholly or in part directly or indirectly to causes beyond its reasonable control including, but not by way of limitation, the failure of a third party to manufacture the Goods or deliver them to the Company.

16. TERMINATION BY THE COMPANY

16.1  This Clause applies if;
16.1.1  the Customer makes default in or commits any material breach of any of the Customer's obligations;or

16.1.2  the Company after using all reasonable endeavours is unable to design the Goods or to procure their manufacture; or

16.1.3  the Company after using all reasonable endeavours does not obtain satisfactory credit and trade references within 30 days of the Company's acceptance of the Customer's order; or

16.1.4  any distress or execution is levied upon the Customer, the Customer's property or assets; or

16.1.5  the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) has a bankruptcy order made against it or, (being a firm or company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

16.1.6  an encumbrancer takes possession of, or a receiver is appointed in respect of any of the property or assets of the Customer; or

16.1.7  the Customer ceases, or threatens to cease, to carry on business; or

16.1.8  the Company reasonably apprehends that any of the events mentioned in 16.1.4 to 16.1.7 above is about to occur in relation to the Customer and notifies the Customer accordingly.

16.2  If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to determine the contract forthwith without notice and the Customer shall thereupon indemnify the Company against all costs and expenses incurred by the Company in connection with the Customer's order, and if Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17. BEST PRICE GUARANTEE

17.1 Best Price Guarantee. In the unlikely event that you find a verifiable lower price prior to
settlement of your order, we will adjust our price(s) accordingly. No refunds are giving once the equipment has been shipped. This Best Price Guarantee is subject to the terms and conditions listed below.

17.2 Notifying DDS of a Claim. The lower rate must be available prior to shipment of your order, as determined by DDS personnel.

17.3 Must be "Apples to Apples" Comparison. The Best Price Guarantee is available only for
exact matches. 

17.4 Comparison Rates Must Be Verifiable. For example, DDS needs to be able to either verify
or have proof of purchase (invoice or official quote) with the learning institution. The rate must be quoted and booked in EUR (including freight, custom duties and other associated cost)

17.5 Verification of Claims. All requests, including receipts, are subject to verification by DDS.
DDS will not accept screenshots or other purported evidence of a lower price that cannot be independently confirmed by DDS personnel. Nor will DDS verify any request that it believes, in its sole discretion, is the result of a printing or other error or is made fraudulently or in bad faith. Verified requests will receive a credit to standard DDS price(s)

17.6 Changes. DDS reserves the right in its sole discretion to modify or discontinue the Best
Price Guarantee or to restrict its availability to any person, at any time, for any or no reason, and without prior notice or liability to you. The terms that are in effect at the time of your order will determine your eligibility under the Best Price Guarantee. The failure by DDS to enforce any provision of these Terms & Conditions shall not constitute a waiver of that provision.

18. MISCELLANEOUS

18.1  No waiver by the Company of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

18.2  If any part of these Conditions is found to be invalid or unenforceable by a court, the remainder shall be unaffected.

18.3  The Company may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights.

19.  APPLICABLE LAW AND JURISDICTION

19.1  If Customer has its principle place of business in one of the member states of the European Union, any dispute arising out or in connection with an Agreement shall in first instance exclusively be submitted to the competent courts in Eindhoven, the Netherlands.

19.2   If Customer does not have its principal place of business in a member state of the European Union, any dispute arising in connection with an Agreement, shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Eindhoven, the Nether lands and the arbitral procedure shall be conducted in the Dutch language. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided in art. 1046 of the Nether lands Code of Civil Procedure, is excluded.

19.3 Dutch law is exclusively applicable to these General Conditions, as well as to all Offers and Agreements to which these General Conditions apply. The Vienna Sales Convention is not applicable.

DDS Commercial Diving Equipment Schootense Loop 4J | 5708 HX Helmond The Netherlands
Tel. +31 (0)492-752756 Fax +31 (0)492-752122 E-mail: info@dds-diving.com