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Dinamo Besturing – Representative
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1.1 Dinamo Besturing, located at Telgterweg 275a, 3853 NJ Ermelo, the Netherlands, registered with the Chamber of Commerce under number 81107595, VAT number NL861934283B01, hereinafter referred to as: “Dinamo Besturing”.
1.2 Dealer: any natural or legal person acting in the exercise of a profession or business who has registered as a dealer with Dinamo Besturing, hereinafter referred to as: “Dealer”.
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In this agreement, the following definitions apply:
Products: All Dinamo control products
Additional products: products for the benefit of Dinamo control products distributed by Dinamo Besturing.
b. VPEB: Developer of the Dinamo control products and holder of all intellectual property rights.
c. Consumer: The customer who purchases Products through the Dealer.
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3.1 Dinamo Besturing grants the Dealer the non-exclusive right to purchase Products and sell them to end customers.
3.2 This agreement explicitly does not create any agency, franchise, joint venture, or employment agreement.
3.3 The Dealer acts independently and for their own account and risk.
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4.1 The firmware of all products remains the property of VPEB at all times. The user enjoys a non-exclusive right of use.
4.2 All intellectual property rights of Dinamo control products, including software, diagrams, documentation, designs, and manuals, rest exclusively with VPEB.
4.3 The Dealer acquires no rights other than those necessary for the execution of this agreement.
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5.1 The Dealer will offer the Products in accordance with the specifications and instructions provided by Dinamo Besturing and/or VPEB.
5.2 The Dealer is fully responsible for compliance with all applicable local laws and regulations in the country of sale.
5.3 The Dealer is not permitted to make any changes, adjustments, or modifications to the Products without prior written consent.
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6.1 The recommended retail prices of the Products are determined by VPEB and communicated to the Dealer via Dinamo Besturing.
6.2 Dutch resellers act in accordance with the most recent ‘Guidelines on price indications and comparisons’ from the Netherlands Authority for Consumers and Markets (ACM).
6.3 It is not desirable to offer the Products structurally or permanently below the recommended retail price.
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7.1 The Dealer is only entitled to sell other additional electronic products, such as power supplies, insofar as these are not offered by Dinamo Besturing.
7.2 These other additional products must comply with all local legal requirements and safety regulations in the country of sale.
7.3 The Dealer bears full responsibility and liability for these other additional products.
7.4 The Dealer is not permitted to present other additional products as part of, under the label of, or originating from VPEB or Dinamo Besturing.
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8.1 Orders are binding after written confirmation by Dinamo Besturing.
8.2 Dinamo Besturing handles the shipping of the (additional) Products.
8.3 Unless otherwise agreed in writing, delivery to Dealers is based on DAP (Delivered At Place) – Incoterms® 2020. The risk of loss or damage passes to the Dealer upon delivery to the agreed delivery address.
8.5 Import duties, import VAT, local taxes, and customs costs are in all cases entirely for the Dealer’s account.
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9.1 Invoices must be paid within the agreed payment term.
Ownership of all goods delivered and to be delivered by Dinamo Besturing remains with Dinamo Besturing until the reseller has fully met all their payment obligations towards Dinamo Besturing.
9.2 If payment is not made on time, the Dealer is in default by operation of law.
9.3 Dinamo Besturing is entitled to suspend its obligations as long as the Dealer does not meet their payment obligations.
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10.1 Warranty on the Products is granted for a maximum of 2 years after purchase.
10.2 Dinamo Besturing is not liable for:
– incorrect installation or misuse of products
– damage caused by use outside of product specifications
– indirect damage.
10.3 Maximum liability is limited to the invoice amount of the Product in question.
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11.1 Visible defects must be reported in writing within seven (7) days of receipt.
11.2 Returns are only permitted after prior written consent from Dinamo Besturing.
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12.1 This agreement is entered into for an indefinite period.
12.2 Both parties may terminate the agreement in writing, subject to a notice period of at least 3 months.
12.3 Dinamo Besturing is entitled to terminate the agreement with immediate effect if the Dealer is in attributable breach.
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14.1 This agreement is exclusively governed by Dutch law.
14.2 Disputes will be submitted to the competent court in the Netherlands.
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15.1 This agreement is formed at the moment the Dealer registers with Dinamo Besturing and explicitly agrees to this agreement through an active action, including checking an agreement box (checkbox).
15.2 Digital acceptance has the same legal force as a written signature.
15.3 Dinamo Besturing stores data regarding the digital acceptance as proof of consent.
