Version November 2013
1.
ACCEPTANCE OF GENERAL CONDITIONS
1.1
Client hereby states that it agrees to the following General Conditions of Dynalogic BeNeLux B.V. (hereinafter referred to as the
“Dynalogic Conditions”), of which it has taken note and accepted all provisions, except when explicitly agreed otherwise.
Every revised version of these Dynalogic Conditions shall be binding for Client in so far as Client is notified or informed of such revised
version.
The most recent version of these Dynalogic Conditions is also available online at www.dynalogic.eu.
Client explicitly agrees that the Dynalogic Conditions shall apply to all transactions concluded with Dynalogic BeNeLux B.V.
(hereinafter referred to as “Dynalogic”), directed to both domestic and foreign destinations, regardless of whether notice of said
transactions is given orally, by telephone, by fax, by e-mail, or by any other means (including electronically).
The Dynalogic Conditions apply in particular to the acceptance, transport, transhipment, storage, and associated handling of
packages, and to all performance provided by Dynalogic in connection with consignments.
Any conditions applied by Client that deviate from the Dynalogic Conditions and that Dynalogic has not explicitly accepted in advance
in writing shall not have any legal effect in respect of Dynalogic, including if they are not explicitly contested.
Unless otherwise provided in these Dynalogic Conditions, transactions entered into between Client and Dynalogic shall be subject to
the provisions of the CMR Convention of 19 May 1956 on the Contract for the International Carriage of Goods by Road (hereinafter
referred to as the “CMR Convention”), the General Transport Conditions 2002 (hereinafter referred to as the “AVC Convention”), and
the Act of 3 May 1999 on the Transport of Goods by Road, as well as the associated implementing decrees.
As a Client of Dynalogic, you will receive informative newsletters by e-mail. These will be sent to you in order to keep you informed
about (new) products and services. As of 1 October 2009, new anti-spam legislation applies to e-mail communication with businesses.
Dynalogic complies with that legislation. Client agrees to receive said informative newsletters. The contact persons within your
organisation will be added to our e-mailing list. Should you (i.e. your organisation) wish not to receive said informative newsletters, we
refer you explicitly to the opt-out arrangement at the bottom of each newsletter or available at www.dynalogic.eu.
The services provided by Dynalogic differ from one Client to another. The services (and the charges for those services) applying to
each Client are included in the conditions for the relevant quotation.
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1.6
1.7
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1.9
2.
CONDITIONS FOR DISPATCH
2.1
Packages will be registered in advance using the Dynalogic Client application of via a data interface. Packages must be registered
before being picked up.
Dynalogic delivers in the Netherlands, Belgium, and Luxembourg. Orders will be dispatched from Monday to Sunday.
Client recognises Dynalogic’s right to rectify any differences that are determined regarding weight or volume, to alter the amounts
owed accordingly, and to invoice for them accordingly.
Client shall ensure that the goods are properly packed. The following packaging conditions must be complied with in all cases:
All goods must be carefully packed in tear-free and preferably neutral packaging;
The package must be carefully sealed so that it is impossible to open it without this being apparent;
The packaging must bear a correct label as specified in Section 2.6;
The contents must be protected and it must not be possible for them to shift around within the packaging;
The contents and the packaging must be able to withstand changing climatic conditions;
Liquids must be packed in such a way that they cannot leak;
Different packages must not be connected together to create a single package. Should this in fact be done, Dynalogic shall only
be liable in respect of the labelled package.
Packages presented to Dynalogic must not include any of the following (this list is not exhaustive):
Money, certificates, negotiable paper, securities (coins, banknotes, foreign currency, cheques, credit cards, bills of exchange,
bearer shares, or other securities) and items that constitute a performance in cash;
Narcotics;
Publications or audiovisual media prohibited by law;
Goods whose transport is prohibited or regulated by law or by international, national, regional, or local regulations of the country
of origin or destination;
In the case of international transport: goods whose import and export is prohibited according to the applicable guidelines or legal
rules in the transit or destination countries, or for which additional formalities are required;
Live or dead animals, medical or biological research material, medical waste, human remains, body parts or organs, industrial
alcohol;
Dangerous goods (radioactive materials, fuels, acids, explosives, firearms and parts thereof);
Goods specified in the applicable legal provisions regarding the means of transport concerned as being dangerous;
Any item which – despite not being subject to any of the above regulations – by its nature or packaging may constitute a danger
to third parties, to health, to the environment, or to the safety of the means of transport, or that might damage the other packages
being transported.
Client shall in all cases notify Dynalogic in advance of non-visible features of goods that may affect the handling of the transport.
Dynalogic accepts no responsibility whatsoever regarding the transport if Client fails to do this.
Client accepts that Dynalogic or any government body, including the customs service, has the right to open and inspect packages
entrusted to Dynalogic at any time, without the exercise of that right detracting from the fact that Client remains the sole party
responsible for the truth of Client’s statements.
Documents, labelling, information provided by Client:
Each package must be labelled with a Dynalogic label created using the Dynalogic Client application, or a label created with Client’s
own application, which is complete according to the specifications. Labels must be legible and without creases, and must be attached
to the largest surface. Dynalogic reserves the right, if faulty labelling means that a package cannot be scanned, or can no longer be
scanned, to impose a fixed charge for relabeling.
All documents, including customs documents (when relevant), necessary in order to provide the above-mentioned performance must
be provided to Dynalogic filled in fully and signed. Should all of the necessary documents not be provided, Dynalogic shall not be liable
if the package concerned cannot be delivered. In such case, Dynalogic reserves the right to charge the Client for any costs that may be
incurred.
The following fields must be filled in when placing an order via the Dynalogic Client application: a unique reference number, the
number of packages, the weight and volume of each package, a description of the item, the relevant name and address details, e-mail
address, and telephone number.
Client shall be the sole party responsible for the completeness of the information provided on the Dynalogic label or the consignment
note, more specifically (without this list being exhaustive) the barcode, the name of Client, the name and address details for delivery or
pick-up, the type of order, and the cash-on-delivery amount (if applicable). Specifying a post office box shall not be sufficient; Client
must provide a complete address and/or information in accordance with what is usual in the destination country in order to allow
delivery under normal circumstances. In particular, Client shall be liable vis-à-vis Dynalogic for all loss/harm (penalties, delays,
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2.6
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confiscations, etc.) that may arise, either directly or indirectly, from the absence, insufficiency, inaccuracy, or illegality of such
information.
Dynalogic will not accept packages that exceed the specified maximum weight and/or dimensions, that do not comply with the
packaging rules, or that contain prohibited contents. Dynalogic shall be entitled to open packages in order to check this.
In order to keep delivery times as short as possible, checking by the Dynalogic driver is not possible and said driver will not be obliged
to carry out such check. If noncompliance with Sections 2.1 to 2.6 is determined:
an additional fixed sum, as set in the conditions for the relevant quotation, shall be charged in the event of the specified
maximum weight, length, and/or girth being exceeded;
Dynalogic shall not be liable for damage or loss;
the delivery period will be longer;
Client will be liable for any consequential damage arising from noncompliance with these provisions, and shall indemnify
Dynalogic in respect of such damage at Dynalogic’s first request;
Client grants consent for Dynalogic to deal with the packages concerned as Dynalogic sees fit, including destroying said
packages or refraining from further transport.
Dynalogic also reserves the right to refuse to transport goods, or to suspend the transport of goods:
for which the details of Client or the addressee have not been clearly indicated,
for which, as determined by Dynalogic, the description, classification, marking, labelling, and/or packaging are not appropriate to
the transport concerned;
that are not accompanied by the necessary documents or which may endanger the safety of Dynalogic’s employees, agents or
subcontractors, or of Dynalogic’s means of transport and installations;
that may soil, adversely affect, or damage other transported goods in any way whatsoever;
transport of which would be contrary to or subject to any applicable regulations or to the above restrictions; this shall be without
Client being entitled to invoke any liability.
Client declares that it agrees, when large quantities of packages are sent, that the correctness of the number of packages will not be
checked immediately by the Dynalogic driver. The exact number of packages will then be determined solely on the basis of the number
of packages scanned by Dynalogic when they are received at one of Dynalogic’s depots. In such a case, the signature shall apply only
for the number of packages scanned at Dynalogic’s depot.
If the Dynalogic driver is unable to check the number of packages indicated by Client or is unable to scan some of the packages
because of Client’s loading or packaging methods, or if the courier’s terminal does not work, Dynalogic shall not be liable for any costs
or damage arising from the incorrectness or lack of an indication of the number of packages, their marks, or numbers.
3.
PERFORMANCE AND FEES
3.1
Unless agreed otherwise, Dynalogic’s performance shall comprise:
ensuring the transport of the packages by freight carriers according to the route, procedure, and carriers chosen by Dynalogic;
the acceptance, transhipment, and delivery of packages;
various value-added services, for example Swaps, Shuttles, installation, various doorstep checks, etc.;
if necessary, a second attempt at delivery should the recipient be absent, unless agreed otherwise;
handling of the return to Client of undeliverable packages or packages refused by the addressee. A surcharge may be made for
handling returns as provided in the conditions for the relevant quotation.
Dynalogic shall transport packages according to its own methods and organisation. Amongst other things, this means that transport will
take place together with packages belonging to other Clients or through the full or partial involvement of agents or subcontractors.
The addressee may alter the date and/or location for delivery. Dynalogic shall be entitled to hand the package concerned to a person
present at the destination address who is prepared to take receipt of the consignment (or, in the case of delivery to private individuals –
unless Client objects – if no one is present at the destination address, to hand the package to a neighbour, leaving notification of this in
the letterbox at the addressee’s address). The driver will record the identity of the recipient (electronically) on the basis of the latter’s
statement when the recipient signs for receipt. The driver can be required to check the recipient’s identity when handling a
consignment.
Dynalogic shall be entitled to utilise an electronic system to provide proof of delivery. A digital or digitised signature provided by the
addressee and reproduction thereof shall constitute proof of delivery of the package concerned; Parties assign identical legal value to
such signature as to a traditional signature on paper.
Dynalogic reserves the right to charge Client for orders that are not cancelled in good time. Cancellation must be effectuated by e-mail
or by OrderChange.
In carrying out its activities, Dynalogic is entitled to process personal data within the meaning of the (Dutch) Personal Data Protection
Act [Wet Bescherming Persoonsgegevens]. In doing so, Dynalogic shall observe the following:
Dynalogic shall at all times ensure the confidentiality of personal data that is provided to it;
Storage of personal data shall only be permitted in so far as necessary for performance of Dynalogic’s activities;
Dynalogic reserves the right to utilise such data to distribute a customer satisfaction inquiry/survey;
Parties agree that Dynalogic is deemed to be the “data processor” [bewerker] within the meaning of the Personal Data Protection
Act.
In return for its performance, Dynalogic shall receive the following fees and/or payments:
the charge as it appears from the rates of which Dynalogic has informed Client, on the understanding that in the event of said
rates being amended, the most recent rates specified by Dynalogic shall apply;
in the event of the specified maximum weight, length, and/or girth being exceeded: the supplementary amount specified in the
conditions for the quotation;
reimbursement of costs paid in advance by Dynalogic (for example for customs clearance, customs duties, and excise duties,
etc.);
any other costs or payments arising from application of Section 2.7.
The rates indicated by Dynalogic do not comprise any duties, contributions, or taxes payable in connection with the application of any
tax, customs, or other regulations that may apply in the country of origin, a transit country, or the destination country. Any such charge
that is payable shall be at the expense of Client. The rates indicated by Dynalogic also do not include VAT.
Dynalogic reserves the right to amend the rates indicated in the conditions for the quotation on the basis on the annual NEA prognosis
for the “trend in costs in domestic goods transport”. Should it become apparent during the contract period that the actual trend in prices
differs significantly from what was originally forecast by the NEA, Dynalogic shall be entitled to pass on such increased cost to Client.
Dynalogic reserves the right, in the event of diesel prices changing faster than forecast by the NEA, to correct the relevant rate in
accordance with the share of the diesel price in the NEA index.
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4.
PROOF OF DELIVERY
4.1
Proof of delivery for packages is available online via the Track&Trace details for each order. Dynalogic shall not be obliged to retain
proof of delivery for longer than two (2) years.
5.
PAYMENT
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5.1
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The total amount indicated as owing in each invoice shall be credited to an account specified by Dynalogic. No other payment method
shall be permitted. Dynalogic shall also be entitled to set off an invoice amount against an outstanding cash-on-delivery amount.
In order to ensure prompt payment, Dynalogic shall be entitled, in relevant cases, to require guarantees or securities, for example
domiciliation, bank guarantee, etc. Dynalogic shall also be entitled to require payment of the transport price when picking up the
package from Client; should payment not then be effectuated, Dynalogic shall be entitled to refuse the package.
In no case shall it be possible to compensate for invoice amounts payable with any reimbursement claimed due to damage.
In all cases, payments shall first be applied to cover costs and damages, then interest due, and only then the principal sum.
6.
FAILURE TO PAY
6.1
In the event of payment not being received within thirty (30) days after the date of the invoice, late payment interest shall become
payable – by operation of law and without any prior notice of default being required – at an annual rate of 12% commencing on the
date of the invoice.
The amount of an invoice that is still unpaid thirty (30) days after the date of the invoice shall be increased – by operation of law and
without any prior notice of default being required – by 10%, with a minimum of EUR 60 as fixed compensation for the costs incurred by
Dynalogic as a result of such failure to pay. Submission of a complaint shall not lead to any suspension of the obligation to pay.
Any invoice that is not disputed within one (1) month after being received shall be deemed to have been definitively accepted.
Submission of a complaint shall in no case mean exemption from the obligation to pay an invoice.
Moreover, Dynalogic shall not be obliged to carry out further deliveries or services according to any agreement whatsoever before all
outstanding invoices have been settled.
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7.
LIABILITY – COMPLAINTS
7.1
Dynalogic shall only be liable for the complete or partial loss or damage of/to a package in so far as such loss or damage occurs
between the Dynalogic driver signing for pick-up and the addressee or recipient of the package signing for receipt, and in so far as said
loss or damage is not the result of an error by Client or the addressee, force majeure [overmacht], arbitrariness, a defect inherent to
the item or inadequate packaging, and in so far as Dynalogic’s liability is not excluded in accordance with the present General
Conditions. Visible or non-visible damage or partial loss must be reported to Dynalogic (via [email protected]) within
thirty (30) days after delivery. In the case of visible damage, photographs must be made of the damage. Client shall be obliged to
prove that the loss or damage of/to the package took place during the period of Dynalogic’s liability and already existed prior to
acceptance by the addressee or recipient. Dynalogic shall notify Client as to whether it rejects or accepts liability.
Delivery periods shall in all cases be indicative, shall not take account of any customs formalities, and shall in no case comprise any
obligation on the part of Dynalogic to achieve a result, unless agreed otherwise. When producing reports, Dynalogic shall observe a
margin for delivering orders of 15 minutes before or 15 minutes after the timeslot selected for each separate order. If an order is
delivered within the timeslot or within said margin, it shall be deemed to have been carried out successfully.
Dynalogic cannot be held liable for the loss or damage of/to packages due to circumstances that are external from the perspective of
Dynalogic. Such circumstances shall include force majeure, for example (but not limited to) earthquakes, cyclones, storms, floods,
mist, war, aviation disasters or embargos, riots or civil unrest, or industrial action.
For the rest, Sections 17 to 23, 25, and 27 to 30 of the CMR Convention shall apply.
The compensation to be paid by Dynalogic due to loss or damage shall be determined in accordance with the rules set forth in the
CMR Convention, on the understanding that such compensation shall in no case amount to more than the amount insured, unless
agreed otherwise. Any statement of value on the consignment note or of the amount of a special interest within the meaning of
Sections 24 or 26 of the CMR Convention shall not be permitted and, in relevant cases, shall be deemed not to have been written.
Dynalogic shall not be liable for loss or damage of/to:
SWAP packages, i.e. packages that are picked up at the same point as when a delivery is made and a swap or exchange of
goods takes place, with the packaging for the package delivered being reused for the return consignment. The sender of the
package being delivered must be the client for the SWAP package;
packages that exceed the specified weight and/or dimensions as provided in Section 2.7;
packages that do not comply with the rules regarding packaging as provided in Section 2.4;
packaging whose contents are prohibited pursuant to Section 2.5;
packages without a Dynalogic label or consignment note, or in the event of the absence, insufficiency, inaccuracy, or illegality of
the information referred to in the present General Conditions.
Dynalogic shall in no case be held responsible for indirect losses, damage, or incidents – regardless of whether such are due to
Dynalogic’s negligence or other breaches of duty – that are the result of the loss, damage, or delay of/to a consignment.
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7.5
7.6
7.7
8.
INSURANCE
8.1
8.2
For each package accepted by Dynalogic, Dynalogic is insured in respect of its liability as provided in Section 7.
Each package shall be insured as standard for EUR 500 per package, depending on the purchase cost of the product, unless agreed
otherwise in the conditions for the quotation.
The amount of insurance on a package may be increased or reduced.
The charges for this can be found in the conditions for the quotation and may differ from one order to another. This can be indicated
when an order is placed.
If no increased liability is included, Dynalogic’s liability shall be restricted to the limit set out in Section 13 of the General Transport
Conditions (AVC) and Section 23 of the CMR Conditions.
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9.
RIGHT OF PLEDGE
9.1
9.3
Dynalogic shall be entitled, on the basis of all claims in respect of Client that accrue to Dynalogic pursuant to the contract and the
present General Conditions, to exercise a right of retention on the goods or other assets that are in its possession and to consider such
as a pledge to ensure compliance with the commitments to which Client is subject.
In so far as the right of pledge or right of retention exceeds the statutory right of pledge or right of retention, it shall be restricted to
those goods and assets that are the property of Client.
The above provisions shall apply without prejudice to other collateral that Dynalogic can invoke pursuant to law or any agreement.
10.
PERIOD OF LIMITATION
9.2
10.1 All claims on the part of Client on whatever legal basis shall lapse after a period of one (1) year. In the case of total loss, the period of
limitation shall commence on the day when Dynalogic accepted the package concerned. In the case of partial loss or visible damage,
the period of limitation shall commence on the day when the package concerned was delivered to the recipient.
10.2 Claims that have lapsed shall not be recoverable by means of a counterclaim or plea.
11.
SEVERABILITY
11.1 Should one or more provisions of the present General Conditions be declared null and void or invalid, such shall not affect the validity
of the other provisions in any way.
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12.
APPLICABLE LAW – COURT HAVING JURISDICTION
12.1 The contractual relationship between Dynalogic and Client shall be governed by Dutch law.
12.2 The Utrecht District Court shall have jurisdiction to hear and adjudicate any contestations and disputes regarding all services
performed by Dynalogic.
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