General terms

GENERAL TERMS AND CONDITIONS

Of:
Dragonfly-amusement
Lindenlaan 27
Vinkel

1. Scope of application

1.1 These General Terms and Conditions shall apply exclusively to deliveries and the provision of services by DRAGONFLY-AMUSEMENT (hereinafter Dragonfly).

1.2 Departures from the conditions specified in Section 1.1 shall only be effective if acknowledged in writing by Dragonfly.

2. Offers and proposals

2.1 Offers and proposals by Dragonfly shall be subject to confirmation.

2.2 Cost estimates by Dragonfly shall not be binding. The costs for such shall be charged to the contracting partner. Documents such as illustrations, sketches, drawings, lists of costs etc. shall only be binding if such is expressly declared in writing.

2.3 All offer and project documents shall be neither reproduced nor made accessible to third parties without Dragonfly's consent. Their return can be demanded at any time, and they shall be returned immediately to Dragonfly, with proof of return, if the order is placed elsewhere.

3. Conclusion of contract

3.1 The contract shall be deemed to be concluded if Dragonfly can be proven to have received a written confirmation of order from the contracting partner within the period specified in the offer or proposal.

3.2 Subsequent amendments and/or additions to the contract shall be invalid unless in writing.

4. Prices

4.1 The prices shall be ex the relevant Dragonfly company location and shall exclude packaging, loading, transport, erection or installation and value added tax. If fees, taxes or other charges are levied in connection with the delivery, such shall be borne by the contracting partner. If shipment with delivery is agreed, the latter and any transport insurance requested by the contracting partner shall be charged separately, but shall not include unloading and/or other transport activities on site. The return of packaging shall only be accepted by express agreement. The price quotation shall only be binding if Dragonfly confirms the scope of performance in writing. Services or deliveries going beyond this scope of performance can be charged separately by Dragonfly. In the case of an order departing from the global offer, Dragonfly reserves the right to adjust the price accordingly.

4.2 The prices are based on the costs at the time of the first price quotation. If a price increase occurs up to the time of delivery, Dragonfly shall be entitled to adjust the price accordingly – in particular where the order departs from the global offer. In particular Dragonfly shall be entitled to charge the contractor for additional costs on the grounds of a delay in the clarification of the project-related circumstances for delivery and service for which Dragonfly is not at fault.

4.3 In the case of repair contracts, the services deemed necessary and appropriate by Dragonfly shall be carried out and charged on the basis of the work incurred. This shall also apply to services and additional services whose necessity and expedience only become apparent during the implementation of the contract, there being no need for a separate notification of the contract partner.

4.4 Costs incurred by Dragonfly for the preparation of repair quotations or for appraisals shall be refunded by the contracting partner, even if no contract is awarded.

5. Delivery

5.1 The delivery period shall start on the latest of the following dates: a) Date of confirmation of order; b) When the contracting partner can prove to Dragonfly that it has satisfied all the technical, commercial and other preconditions for which it is responsible; c) Date on which Dragonfly has received a down payment or collateral required before delivery of the goods.

5.2 Any official and other third-party authorizations which may be necessary for the execution of facilities shall be obtained by the contracting partner. If such authorizations are not obtained in good time, the delivery period shall be prolonged accordingly.

5.3 Dragonfly shall be entitled to carry out and invoice part or advance deliveries.

5.4 The agreed delivery period shall be complied with unless unforeseen circumstances or circumstances beyond the control of the parties occur, such as for instance all cases of force majeure; such circumstances shall also include armed conflicts, official interventions and prohibitions, transport and customs-clearance delays, transport damage, energy and raw materials shortages, rejection of a major or important work piece, industrial conflicts and the failure of a major supplier who is difficult to replace. These aforesaid circumstances shall also justify a prolongation of a delivery period if they affect suppliers.

5.5 If without Dragonfly being at fault the dispatch of goods ready for dispatch is not possible, or if such is not desired by the contracting partner, Dragonfly can store the goods at the contracting partner's expense, the delivery being thereby deemed to have been made. The agreed terms of payment shall not be affected by the aforesaid.

5.6 If compensation for delivery delay has been agreed between the contracting parties upon conclusion of the contract, this shall be paid as follows: A delay in the performance that can be proven to have occurred through the sole fault of Dragonfly shall entitle the contracting partner to claim compensation for default of a maximum of 1/2 % for each complete week of the delay up to a maximum of 5% of the value of the part of the total delivery in question that cannot be used as a result of the failure to deliver an essential component in time, provided that the contracting partner has incurred a provable loss to this amount. The assertion of more extensive claims for damages under the contract is excluded.

5.7 If such an agreement has not been concluded, no claims for damages can be asserted on the grounds of delivery default. In the event that the contracting partner wishes a form of delivery going beyond the usual form of delivery, it shall expressly state such in the order; these additional transport costs shall also be borne by the contracting partner.

6. Performance and transfer of risk

6.1 Use and risk shall transfer to the contracting partner at the latest upon departure of the shipment from the company site in question, irrespective of the price terms agreed for the shipment (e.g. carriage paid, cif, etc). This shall also apply if the shipment is made within the scope of assembly work or if the transport is carried out or organised and directed by Dragonfly in accordance with the agreement. The contracting partner shall also be in default if it fails to supply Dragonfly in time with necessary components that it has undertaken to deliver.

6.2 In the case of services that do not constitute a delivery or part thereof, the place of performance shall be where the contractual services are provided. The risk for a service or an agreed part-service shall transfer to the contracting partner as and when it is provided. Separately agreed quality inspections or trial runs shall not affect the provisions concerning place of performance and transfer of risk.

7. Payment

7.1 Unless special terms of payment have been agreed, 1/3 of the price shall be payable upon receipt of the confirmation of order, 1/3 after half the delivery time has expired and the remainder upon delivery. Irrespective of the aforesaid, the value added tax contained in the invoice shall in any event be payable at the latest 30 days after presentation of invoice.

7.2 In the case of part-invoices the corresponding part-payments shall be payable upon receipt of the relevant invoice. This shall also apply to invoice amounts that result from subsequent deliveries or other agreements going beyond the original contract total, irrespective of the terms of payment agreed for the main delivery.

7.3 Payments shall be made in cash without any deduction, expenses paid, to the paying office of Dragonfly at its headquarters in the agreed currency. Discounts granted shall be subject to the condition precedent of the receipt of the payment in full. Any separate acceptance of cheques or bills of exchange shall always be in lieu of payment. All interest and costs in connection therewith (such as collection and discounting charges) shall be borne by the contracting partner.

7.4 A payment shall be deemed to be made on the day on which Dragonfly has power of disposal over it; payments made by cheque shall be deemed to be made once they have been credited.

7.5 If the contracting partner is in default with an agreed payment or other service, Dragonfly shall be entitled a) to postpone the performance of its own obligations until the outstanding payments or other services have been effected; b) to claim a reasonable prolongation of the delivery period; c) in the event of non-compliance with a reasonable grace period, to withdraw from the contract; d) to declare the whole of the outstanding purchase price due and payable; e) to charge default interest at the rate of 2% per month from the due date unless Dragonfly can prove more extensive costs; f) to charge pre-litigation costs, in particular reminder costs and attorney costs.

7.6 If the payment deadline is exceeded, the bank interest charged to Dragonfly by its bank for overdrafts shall be passed on to the contracting partner.

7.7 Dragonfly reserves title to all goods supplied by it until the invoice amounts plus interest and charges have been paid in full. Until such time, the contracting partner shall only be entitled to resell, process, machine and assemble the goods with the written consent of Dragonfly, except in cases in which the goods are intended for resale, processing, machining or assembly. The contracting partner undertakes to assign its claims resulting from the resale to Dragonfly to secure the latter's claim to the purchase price and to enter a corresponding notice in its books or invoices. Extraordinary disposals such as pledging or transfer as collateral shall not be permitted. In the event of levy of execution or other claim, the contracting partner shall be obliged to prove to Dragonfly that it has referred to Dragonfly's title and to notify Dragonfly immediately. The contracting partner shall be liable for all disadvantages incurred by Dragonfly in the assertion of the reserved title.

7.8 The contracting partner shall maintain the goods insured against the risks of damage or theft for the duration of the reservation of title. Dragonfly shall be entitled to the rights resulting from this insurance contract.

7.9 If the contractual performance is invoiced to a third party at the contracting partner's request, the contracting partner shall nevertheless be liable as joint and several debtor to Dragonfly for the invoice amount.

7.10 The contracting partner shall only be entitled to a right of retention and/or setoff if the claims have been expressly recognised in writing by Dragonfly or if such have been determined with final and binding effect.

8. Warranty and liability for faults

8.1 The warranty period shall be two years unless special warranty periods are agreed for individual items supplied. The warranty period shall commence at the time of the transfer of risk pursuant to Sec. 6.1.

8.2 The warranty claim shall be subject to the condition that the contracting partner has immediately and in writing notified the fault occurring. The notice of the fault shall not entitle the contracting partner to reduce or retain the purchase price. Following notification in this way, Dragonfly shall, if a fault covered by warranty applies pursuant to Sec. 8.1, at its choice replace the faulty goods or faulty components or repair such on site or have such sent to it for purposes of repair.

8.3 All costs incurred in connection with the remedy (such as for installation and dismantling, transport, travel and journey times) shall be borne by the contracting partner. The necessary assistance, lifting gear, scaffolding and small material shall be made available free of charge for warranty works at the contracting partner's premises. The components replaced within the framework of the warranty shall pass into the ownership of Dragonfly.

8.4 If a product has been manufactured by Dragonfly on the basis of design details, drawings, models or other specifications by the contracting partner, Dragonfly's liability shall only extend to the agreed works. Dragonfly shall assume no warranty for the sale of used goods, repair contracts or modifications or conversions.

8.5 The warranty shall not apply to such faults that result from arrangement and assembly not effected by Dragonfly, insufficient equipment, non-compliance with installation requirements and terms of use, excess strain on the components going beyond the performance specified by Dragonfly, negligent or incorrect handling and the use of inappropriate operating materials; this shall also apply to faults due to material provided by the contracting partner. Nor shall Dragonfly be liable for damage due to acts of third parties, atmospheric discharge, excess voltage and chemical effects. The warranty shall not apply to the replacement of components that are subject to natural wear and tear.

8.6 The warranty shall expire immediately if a third party without written authorisation carries out modifications or repairs on the objects supplied. Invoices for such shall not be recognised. The repair of faults within the framework of the warranty shall not extend the original warranty period.

8.7 The provisions in Secs. 8.1 to 8.6 shall apply mutatis mutandis to any liability for material and legal defects based on other legal grounds.

9. Withdrawal from the contract.

9.1 The contracting partner's right to withdraw from the contract shall be subject to a delivery default that is due to gross negligence on the part of Dragonfly, and the unsuccessful expiry of a reasonable grace period. Withdrawal shall be notified by registered letter.

9.2 In addition to the case of Section 7.5 c), Dragonfly shall be entitled to withdraw from the contract a) if the performance of the delivery or the start or continuation of the service becomes impossible for reasons for which the contracting partner is responsible or is further delayed despite the setting of a reasonable grace period; b) if the prolongation of the delivery period for the circumstances listed in Section 5.4 amounts in total to more than one half of the delivery period originally agreed, but at least 6 months.

9.3 Withdrawal can also be declared with respect to a still outstanding part of the delivery or service for the above reasons. If insolvency proceedings are commenced with respect to the assets of one contracting party, or if an application for the commencement of insolvency proceedings is dismissed for lack of sufficient assets, the other contracting party shall be entitled to withdraw from the contract without setting a grace period.

9.4 Without prejudice to the claims for damages to which Dragonfly is entitled, services or part-services already provided at the time of withdrawal shall be settled and paid in accordance with the contract. This shall also apply if the delivery or service comprises preparatory acts carried out by Dragonfly. Instead, Dragonfly shall also be entitled to demand the return of items already supplied.

10. Liability

10.1 Dragonfly shall be liable for losses outside the scope of application of the Product Liability Act only if it can be proven to have acted with intent or gross negligence within the limits of the statutory regulations. Liability for slight negligence, refund of consequential losses and financial losses, savings not achieved, loss of interest and losses resulting from third-party claims against the contracting partner shall in any event be excluded.

10.2 No damages shall be payable in the event of a failure to comply with any conditions for assembly, start up and use (such as contained in the operating instructions) or the official approval conditions.

10.3 Dragonfly shall not be obliged to check documents supplied by the contracting partner for accuracy and completeness. All and any resulting risks shall be borne by the contracting partner.

10.4 Dragonfly's liability based on whatever legal title shall in total be limited to a maximum of the scope of delivery and/or service in question.

11. Industrial property rights/ intellectual property rights

11.1 If a product is manufactured by Dragonfly on the basis of design details, drawings, models or other specifications by the contracting partner, the contracting partner shall indemnify and hold Dragonfly harmless in the event of any infringement of industrial property rights.

11.2 Final planning documents such as plans, sketches and other technical materials, models, catalogues, brochures, illustrations and the like shall always remain Dragonfly's intellectual property and shall be subject to the relevant statutory provisions on duplication, imitation, competition etc. Sec. 2.2 shall also apply to final planning documents.

11.3 Property and intellectual property rights to all documents in connection with the execution of the contract shall remain with Dragonfly. These documents shall not be made accessible to third parties and shall be returned to Dragonfly upon request.

12. Software

12.1 The contracting partner expressly notes with respect to software to be supplied by Dragonfly that Dragonfly shall apply the appropriate scientific standards and accuracy.

12.2 Unless agreed otherwise the source code of the software to be supplied by Dragonfly shall be deemed not to be included in the delivery.

13. Data

The contracting partner gives its express consent that personal and company-related data received by Dragonfly are subject to computer-assisted processing and storage.

14. Legal venue, law

The invalidity of individual parts of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by such statutory provisions that come closest to the invalid provisions in the legal and commercial sense. All disputes arising from the contract – including such concerning its existence or nonexistence – shall be settled by the court competent for such cases in the Netherlands. The contract shall be governed by Dutch law. The application of the UNCITRAL United Nations Convention on Contracts for the International Sale of Goods is excluded by mutual agreement.

15. General clause

The present General Terms and Conditions are sent to non-Dutch-speaking contracting partners in English and in Dutch. In the event of uncertainties, doubts or the like, in particular in connection with the recognition or construction of the General Terms and Conditions, the Dutch version shall apply in any event.

All our machines are only meant for adults and not for childeren, childeren can swallow Pachinko balls and tokens.