General Conditions: these general conditions.

Services: all work which Dimix performs on behalf of the client including but not limited to maintenance of a Machine whether or not under a maintenance contract and the replacement of (parts of) a Machine under the guarantee.

Client: the natural person or legal entity who enters into an Agreement with Dimix to deliver Goods and/or perform Services.

Agreement: the agreement in whatever form entered into between Dimix and the Client for the delivery of Goods and/or the performance of Services.

Machine: every device that is part of the assortment of Dimix including but not exclusively latex printers, solvent printers, UV printers, solvent UV printers, cutting plotters, as well as every part of such a device, as well as software for such a device.

Party: Dimix or the Customer.

Parties: Dimix and the Customer.

Dimix: the private limited company DIMIX B.V., having its registered office in Breda, office located at Minervum 7097 - 4817 ZK Breda, the Netherlands, registered in the trade register of the Chamber of Commerce under file number 53274288.

In writing: by e-mail & (registered) mail.

Consumables: every consumable for Machines that is part of the assortment of Dimix including but not limited to inkjet media, laminates, adhesive films, sign products and inks.

Case: Machine and/or Consumable.

1. The General Terms and Conditions apply to all offers and quotations of the Contractor, to negotiations between the Parties and to all legal relationships and Agreements between the Parties, unless the Parties expressly agree otherwise in writing.

2. General and special conditions of the Client can only bind Dimix if and insofar they are not in conflict with the General Conditions and Dimix has explicitly agreed in writing with the applicability thereof.

3. If any provision of the General Terms and Conditions is void or destroyed, the remaining provisions of the General Terms and Conditions shall remain in full force and the parties shall enter into consultation in order to agree (a) new provision(s), whereby as much as possible the purpose of the void or destroyed provision(s) is observed.

4. In the event of any conflict between the contents of an Agreement concluded between the Parties and the General Terms and Conditions, the provisions of the Agreement shall prevail.

1. Delivery terms shall be agreed upon by mutual consultation between the Parties.

2. Delivery deadlines and other dates given by Dimix are only indicative and never to be considered as a deadline.

3. When exceeding an indicative delivery date given by Dimix, the Customer can declare Dimix in default in writing. The client must give Dimix a reasonable period within which Dimix can still fulfill its delivery obligation(s). A reasonable period is a period of 2 months after the expiration of the indicative delivery date. Dimix is never liable for any damage resulting from a later delivery.

4. Delivery of a Good shall take place by delivery of the Good to the Customer at the place of delivery agreed between the Parties. The packing slip signed by the Client from the carrier or forwarding agent engaged by Dimix shall serve as proof of delivery.

5. The risk of the Good shall pass from Dimix to the Client at the moment of delivery of the Good.

6. A Machine delivered by Dimix, shall be installed by Dimix at the place of delivery agreed upon between the parties. The time at which the installation takes place is agreed between the Parties. The installation slip signed by the Client serves as proof of the installation, the readiness for use of the Machine and the commissioning of the Machine by the Client.

7. If the delivery concerns a Machine, the Client is obligated to take all measures necessary to deliver and install the Machine. In particular, the Client must ensure that the areas where a Machine is to be installed are cleared and provided with the necessary facilities, including gas, water, electricity and heating.

8. Dimix shall take care of the transport of the Good required for the delivery of the Good and shall engage a carrier or forwarder for this purpose. The transport costs shall be at the expense of the Customer, unless the delivery concerns Consumable Goods and the invoice amount for the delivery concerned is higher than €350,00 excluding VAT. In this case, delivery shall be carriage paid. For the rest, the amount of the transport costs payable by the Customer shall be agreed between Parties

1. All Goods delivered by Dimix remain the property of Dimix, until the moment that the Customer has fully fulfilled all his payment obligations towards Dimix under any agreement entered into with Dimix for the delivery of Goods and/or the performance of Services, including claims relating to the failure to fulfill such agreement - such as interest and costs.

2. As long as the ownership of the delivered Good has not been transferred to the Customer, the Customer shall not be permitted to alienate or encumber the Good.

3. The retention of title does not affect the fact that the risk of the Good already transfers from Dimix to the Customer at the time of delivery of the Good.

1. Goods are delivered by Dimix and Services are performed by Dimix at the prices applied by Dimix at the time of the delivery of the Goods and/or performance of the Services. Stated prices are exclusive of VAT.

2. For the performance of Services, the Customer owes Dimix the mechanic's fee (hourly rate x time spent) as well as, unless explicitly agreed otherwise between Parties, call-out charges and the costs for the replacement of (parts of) Machines, insofar as these are not covered by the granted guarantee, and the costs for the replacement of Consumables.

3. Dimix has the right to unilaterally change the prices after the conclusion of the Agreement.

4. If the price change involves an increase of more than 6% or if an increase occurs within 3 months after the conclusion of the Agreement, the Customer is entitled to rescind the Agreement In Writing within 8 days after Dimix has informed the Customer of the price change, without creating any obligation for compensation for either Party.

5. The dissolution does not relieve the Customer from its obligation to pay invoices relating to the Goods delivered and/or Services performed before the dissolution.

1. Invoices concerning the delivery of Consumable Goods must be paid by the Customer within 30 days after the invoice date to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of Dimix.

2. Regarding invoices regarding the delivery of Machines, the Customer must pay 50% of the invoice amount within 8 days of the invoice date and the remaining 50% of the invoice amount before the indicative delivery date specified by Dimix to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of Dimix.

3. Invoices regarding the provision of Services, the Client must pay within 30 days after the invoice date to IBAN account number: NL40 RABO 0127 7418 36, BIC: RABONL2U in the name of Dimix.

4. Dimix grants the Customer a 2% discount on an invoice insofar as this invoice relates to the delivery of Consumable Goods, provided that the Customer pays the invoice within 8 days by transfer to the bank account of Dimix or within 30 days by direct debit. The discount shall not be granted if Dimix has a payable claim against the Customer on any account whatsoever.

5. The payment terms mentioned in this article are deadlines. If a payment term is exceeded, the client is legally in default and the client owes Dimix an interest of 1% per month over the outstanding amount, as well as a compensation for extrajudicial costs of 15% over the outstanding amount with a minimum of € 150,00. If the actual extrajudicial costs incurred are higher then the Customer shall owe the actual extrajudicial costs.

6. Dimix has the right to have the payments made by the Customer go first of all to reduce the extrajudicial costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.

7. In case of late payment, Dimix is entitled to suspend the delivery of the Goods and/or the performance of the Services.

8. The Customer is obliged to check the correctness of an invoice upon receipt. The client has to report any complaints about the correctness of an invoice within 7 days after the invoice date in writing to Dimix, under penalty of lapse of the right to dispute the correctness of the invoice.

9. The client is never entitled to settlement or suspension of any payment obligation towards Dimix.

1. In case of one or more attributable shortcomings or wrongful acts of Dimix, the total liability of Dimix is limited to repair or replacement of the Goods delivered by Dimix free of charge.

2. Dimix, its subordinates and third parties engaged by it, are not liable for damage to persons, goods or to the business of the Customer and/or third parties that is the consequence of defects in Goods and/or Services delivered by Dimix, except in the case of gross fault, intentional, deliberate or culpable recklessness of Dimix or of managerial subordinates of Dimix.

3. Dimix is in particular never liable for consequential damage of the Customer including but not limited to damage to other goods than the goods supplied by Dimix, loss of profit, missed savings, damage due to business stagnation, damage as a consequence of claims of third parties that in any way directly or indirectly, directly or indirectly result from or are related to the Goods delivered by Dimix and/or Services performed by Dimix.

4. Every obligation of Dimix to pay damages on the basis of one or more attributable shortcomings or on any ground whatsoever, is limited to the amount that is actually paid out to Dimix in this regard by the liability insurance of Dimix, increased by the excess payable by Dimix in this regard. If the liability insurance of Dimix does not pay out then the total liability of Dimix on account of an attributable shortcoming or on any ground whatsoever is limited to the invoice amount of the relevant Good or Service.

5. The Client indemnifies Dimix for all claims from third parties that in any way directly or indirectly, indirectly or immediately result from or are related to Goods delivered by Dimix and/or Services performed by Dimix.

1. Immediately after delivery of a Good or performance of a Service, the Customer must examine whether the Good delivered or the Services performed are defective. In case of the delivery of a Machine, the Customer must examine whether there is a defect in the delivered Machine no later than the moment the Machine is put into use.

2. The Customer can no longer appeal to a defect in the delivered Good or a defect in the performed Service if he has not complained about it in writing to Dimix within 14 days (expiry period) after the delivery of the Good or the performance of Services in a way that Dimix is informed about the alleged nature and extent of the defect.

3. In the case of timely complaints, the Customer shall give Dimix the opportunity to investigate the merits of the complaint. If the complaint is well-founded, the client grants Dimix a reasonable period of time to replace or repair the delivered Good and/or the performed Service free of charge.

1. Dimix provides the Customer with a warranty on a Machine, with the exception of software, in accordance with Dimix's Machine Warranty Terms which apply to all deliveries of Machines by Dimix to the Customer.

Dimix grants no warranty on delivered Consumables, Parts or Services.

1. Force majeure on the part of Dimix means, in addition to what is understood in Dutch law and jurisprudence, all external causes that prevent the normal fulfillment of an obligation, on which Dimix can exert no influence regardless of whether that circumstance was foreseeable at the conclusion of the agreement. Such causes are for example strikes, general lack of raw materials, unforeseeable stagnation at suppliers or other third parties on which Dimix depends, government measures, general disturbances in the energy supply and general transport problems.

2. Dimix can also invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Dimix should have fulfilled its commitment.

3. During the period of force majeure Dimix is entitled to suspend all its obligations and a given indicative delivery period is extended by the period of force majeure.

4. In case the force majeure on the side of Dimix lasts longer than 3 months it is a case of permanent force majeure. In that case, each of the Parties is entitled to terminate the Agreement In Writing without any obligation for compensation for either Party.

1. The Customer is not entitled to rescind the Agreement, except in the case of a price change by Dimix as laid down in Article 5.3 of the General Terms and Conditions and in the case of permanent force majeure on the part of Dimix as laid down in Article 10.4 of the General Terms and Conditions.

2. Dimix is entitled, without this giving rise to any obligation for compensation for Dimix, to dissolve the Agreement in or out of court in whole or in part in case of non-timely payment by the Client or no payment by the Client, in case in the opinion of Dimix there is a well-founded fear of non-timely payment or no payment by the Client, in case the bankruptcy of the Client is applied for or pronounced, in case the Client applies for suspension of payment or the suspension of payment is pronounced with regard to the Client, in the event the Customer is dissolved, liquidated or otherwise ceases its activities, in the event of an attachment under execution against the Customer, and - if the Customer is a natural person - in the event of the Customer's death, in the event the Customer applies for the Natural Persons Debt Rescheduling Act or the Natural Persons Debt Rescheduling Act is declared applicable to the Customer, in the event the Customer is placed under guardianship or otherwise loses the power of disposition of its assets.

These cases shall count as a default by the Customer.

Extrajudicial termination of the Agreement must be effected in writing.

3. If Dimix dissolves the agreement in or out of court completely or partially because of one of the shortcomings mentioned in article 11.2 of the General Conditions, then the Customer is obliged to compensate Dimix for the damage that it suffers, because no mutual fulfillment but dissolution of the agreement takes place, such as loss of profit, decrease in value of the delivered Good and disassembly costs and transportation costs, in addition to the rights of Dimix to compensation for damages arising from the law. Dimix is entitled to offset its damages against any amount to be repaid to the Customer as a result of the dissolution of the Agreement.

4. The Customer is not entitled to annul the Agreement on any ground whatsoever.

1. Except for deadlines specified in the Agreement or the General Terms and Conditions, a Party shall be in default vis-à-vis the other Party if, after having been given notice of default, it fails or continues to fail to fulfill its obligations under the Agreement vis-à-vis the other Party.

2 A notice of default must be given In Writing with due observance of a period of 14 days, unless Parties have agreed on a different period as in Article 3.3 of the General Conditions.

1. The legal relationship between the Parties shall be governed by Dutch law. All present and future Agreements between the Parties and any obligations arising therefrom or related thereto, all present and future obligations between the Parties other than those arising from Agreements such as obligations under the law (e.g. wrongful act), the General Terms and Conditions and all negotiations between the Parties shall be governed by Dutch law.

2 The District Court of Oost-Brabant has exclusive jurisdiction to take cognizance of disputes that have arisen or will arise as a result of the current and/or future Agreements between the Parties as well as for disputes that have arisen or will arise as a result of all current and future obligations between the Parties other than those arising from Agreements such as obligations under the law.

3 The applicability of the Vienna Sales Convention is expressly excluded.

1. In the event of a dispute regarding the interpretation or interpretations of the General Terms and Conditions, the version in the Dutch language shall prevail.

These general terms and conditions are part of each sales contract. The buyer's conditions are not opposable to Dimix Belux. If any of these provisions should be illegal or null and void, the other provisions shall remain fully applicable.

Offers are given as information only and are not binding. A sales contract is only established, and Dimix Belux is only bound, by Dimix Belux's written acceptance of the buyer's order.

Delivery or shipment of the invoice are considered as acceptance if they have not been preceded by a separate acceptance.

The deadlines and/or dates of delivery indicated by Dimix Belux or the buyer are purely indicative. They do not bind Dimix Belux and exceeding them cannot lead to any liability on the part of Dimix Belux. Dimix Belux may proceed to partial deliveries.

Dimix Belux may always request a security deposit before delivering. Unless otherwise expressly accepted by Dimix Belux, the delivery takes place ex works.

If the buyer does not take delivery of the goods within the agreed period or on the agreed delivery date, and this is not due to Dimix Belux or force majeure, the buyer shall automatically and without prior notice of default, owe an amount of 1% of the total invoice amount for storage costs for each started month of delay.

Without prejudice to the foregoing, as soon as the delay in acceptance exceeds one month and subject to a written notice of default, Dimix Belux may, at its discretion, proceed to the forced execution or dissolution of the contract, without prejudice to Dimix Belux's right to compensation for its proven loss.

The transfer of risk takes place when the goods to be delivered are handed over to the carrier and at the latest when they leave the factory, even in the case of delivery FOB, CIF, FREE ...., etc. and regardless of whether Dimix Belux bears the transport costs or not.

If the buyer receives the goods with a delay through his own fault, the transfer of risk takes place on the day on which the goods should normally have been dispatched or collected.

Any visible defect affecting the delivered goods, including the quantity or non-conformity, must be reported clearly, precisely and in writing at the time of delivery, under penalty of the loss of the right to invoke this later.

Any invisible defect must be notified clearly, precisely and in writing directly to Dimix Belux within five working days of its discovery and within one year of delivery, on pain of the loss of the right to claim it later.

Without prejudice to the above, Dimix Belux only guarantees defects insofar as it is proven that these defects existed before the transfer of risk and that they are imputable to it.

Defective goods may not be resold or transferred by the buyer and may only be returned to Dimix Belux with its explicit prior agreement.

Prices are ex factory, including packaging. All taxes and duties are at the buyer's expense. All invoices are payable without discount or compensation within 30 days from the date of the invoice to the bank account of Dimix Belux in Belgium (IBAN : BE 30 7370 4479 1411, BIC : KREDBEBB).

Amounts paid to Dimix Belux before delivery are considered as advances on the invoice and do not bear interest.

In the event of late payment, interest on arrears of 1% of the outstanding invoice amount shall be due, ipso jure and without prior notice of default, for each month of delay commenced, as well as liquidated damages amounting to 15% of the invoice amount with a minimum of 125 Euros per invoice, without prejudice to Dimix Belux's right to claim higher damages if it can demonstrate greater damage.

No complaint releases the buyer from his payment obligation on the due date.

The information on the properties of Dimix Belux products is purely informative and does not imply any guarantee. Prior to each use, it must be determined on a case-by-case basis whether the material is suitable for the proposed use.

The liability of Dimix Belux is in all cases limited to the invoice value of the defective goods. This value always includes the maximum compensation.

Dimix Belux is not liable for damages or costs resulting directly or indirectly from the use or a defect of the Dimix Belux products.

Cases of force majeure, acts of government, strikes, lock-outs, machine breakdowns, riots, default by Dimix Belux suppliers, etc. entitle Dimix Belux, at its own discretion, to cancel the order in whole or in part, or to suspend its execution for the duration of the impediment plus a reasonable period to resume its activities, both without notice or compensation.

If the buyer does not properly or timely fulfil any obligation towards Dimix Belux for any reason whatsoever, as well as in case of liquidation, bankruptcy, suspension of payment or cessation of activity of the buyer or any circumstance that makes Dimix Belux reasonably doubt the solvency of the buyer, all Dimix Belux claims on the buyer, for whatever reason, become immediately and fully claimable by right and without proof of default.

In these cases Dimix Belux may also, without notice of default and without judicial intervention, at its discretion, suspend the execution of the agreement or dissolve the agreement in whole or in part, without being liable for any compensation, without prejudice to its rights.

The goods remain the property of Dimix Belux until paid for in full.

The contract concluded between the parties is governed by Belgian law, including the Vienna Convention of 11/4/1980 on international sales.

For any dispute, of whatever nature, only the courts of the jurisdiction where Dimix Belux has its registered office are competent, even if it concerns bills of exchange drawn on the buyer, on the understanding that each party will always be able to be summoned to the courts of the place where its registered office is located.

Dimix provides Customer with a warranty on a Machine, excluding software, in accordance with Dimix's Machine Warranty Terms and Conditions applicable to all deliveries of Machines by Dimix to Customer. Dimix does not provide a warranty on delivered Consumables, Parts or Services.