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General Terms of Sale

   
1.

Preamble

1.1. These general terms shall apply, subject to the special terms explicitly agreed upon in writing between the parties.
   
1.2. When entering the secured area of the website of JD and before placing an order, the buyer is deemed to have
consulted, read and accepted these general terms.
   
1.3. In the event that an offer directly comes from the vendor, the buyer is deemed to have consulted, read and accepted
these general terms at the time of acceptance of the offer.
   
1.4. In these general terms, JD is hereby referred to as the “Vendor”, while its contracting party or client is referred to as
“Buyer”.
   
2.

Contract formation

2.1. The contract is deemed to be validly formed and the sale completed when, after receipt of the order, the vendor has
confirmed the order by writing, by email (or fax in the absence of a known email address).
   
2.2. The contract is also deemed validly formed and the sale completed, as from the moment that the buyer has explicitly accepted the price offer proposed by the vendor by writing, by email (or fax in the absence of a known email address).
   
2.3. The goods are deemed certified if no complaint has been formulated by the buyer by writing or email with
acknowledgement of receipt by the vendor, within 8 days of its receipt. In the absence of an acknowledgement of receipt by the vendor, it shall be presumed that the vendor has not been notified about the complaint.
   
2.4. A ± 3% difference in delivered quantity should be considered as acceptable by the buyer. Only the actually delivered goods will be invoiced by the vendor.
   
3.

Cancellation of the order

3.1. In case of an “ordinary” order:

An “ordinary” order is defined as an order of goods that do not need to be manufactured by the vendor in order to deliver the order. In case of cancellation of an “ordinary” order in preparation, a lump-sum payment of 50% on the amount, will be due as a lump-sum compensation.
   
3.2. In case of a “specially manufactured” order:

A “specially manufactured” order is defined as an order that needs manufacturing by the vendor before delivery. The
“specially manufactured” orders cannot be cancelled. In case of cancellation, the full price as agreed upon by the parties shall automatically be invoiced and due by the buyer to the vendor.

A “specially manufactured” order is also defined as an order of goods that have undergone custom imprinting process. The “specially manufactured” orders cannot be cancelled. In case of cancellation, the full price as agreed upon by the parties shall automatically be invoiced and due by the buyer to the vendor.
   
4.

Consignment and risk transfer

4.1. If the order(s) is/are withdrawn directly by the client at vendor’s factory, the client shall bear all the risks from the moment the client gets possession of the order(s) at the factory.
   
4.2. If the buyer assumes the transportation of the order(s) by using his own carrier; the transportation shall be at risk of the client. No complaint on the quantity of the delivered cardboards or on the damage by transportation shall be formulated by the buyer at the receipt of the goods.
   
4.3. If the vendor is responsible for the expedition of the order(s), the vendor is responsible for the goods until receipt of the order(s) by the client at the by latter indicated place. The transfer of risk is done at receipt of the goods by the client. No complaint shall be formulated by the client if no reservation was made at the time of receipt. If the client does not take delivery of the goods at the time when the goods are made available by the vendor, the burden of risk rests upon the client at his arrival on the intended destination.
   
4.4. In all cases, the vendor shall never be held liable if the goods would perish or even deteriorate during transportation in case of force majeure, or any other extraordinary and unforeseen circumstances, in which the vendor has no influence and which circumstances could not have been avoided even if all possible precautionary measures would have been taken. By means of example and without being limited to, can be considered as force majeure, blocking transportation means, earthquakes, fire, storm, flooding, lightning, shutdown of telecommunication networks, …
   
5.

Manufacturing time – transportation period

5.1. The manufacturing time is given indicatively. The manufacturing time is defined as the time period between the
confirmation of the order and the departure of the goods from the vendor’s factory. The manufacturing time provided by the vendor will therefore never include the transportation period, customs delay or any other delay related to the delivery of the goods done by the vendor or buyer.
   
5.2. The manufacturing time may be extended if the buyer does not communicate all necessary elements for the proper
execution of the timely order or if the buyer fails to meet his contractual obligations, namely the payment of the price.
   
5.3. Unless an imperative time period has been explicitly stipulated by the buyer and was explicitly accepted by the vendor, any delay in manufacturing shall neither lead to a cancellation of the order nor to a compensation whatsoever.
   
5.4. Any delay in the transportation delay shall neither lead to the cancellation of the order nor to a compensation whatsoever.
   
6.

Payments

6.1. The invoices are payable at the due date mentioned on the invoice.
   
6.2. Any taxes whatsoever, present or future, of any nature whatsoever, shall be borne by the buyer.
   
6.3. The invoices are deemed to be accepted if no protest was formulated by the buyer by email with acknowledgement of receipt by the vendor, within 5 days of its receipt. In the absence of an acknowledgement of receipt by the vendor, it shall be presumed that the vendor has not been notified about the protest.
   
6.4. All costs arising from a check refusal, the non-acceptance of a bill of exchange, a letter of credit or more in general the refusal of the buyer’s payment by the vendor’s bank will lead to the automatic rebilling of these costs to the buyer.
   
7.

Delegation of powers clause

7.1. In case of discordances or disputes on the validity, interpretation, execution or any other issue concerning the contract concluded between parties, the courts of Singapore have exclusive jurisdiction.