Terms & Conditions
1 About Domino
1.1 Domino Amjet B.V. (Domino) is a company incorporated and registered in the Netherlands England and Wales with Chamber of Commerce number 30070401. Domino’s main branch is at Hoofdveste 11 a 3992 DH, Houten, Utrecht Netherlands. Domino also trades under the name Domino Benelux.
2 Domino’s contract with you
2.1 These terms and conditions (Terms) apply to the order by you and supply of goods by Domino to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 The Contract is the entire agreement between Domino and you in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3 Placing an order and its acceptance
3.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Domino’s order process allows you to check and amend any errors before submitting your order to Domino. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 After you place an order, you will receive an email from Domino acknowledging that Domino has received it, but please note that this does not mean that your order has been accepted. Domino’s acceptance of your order will take place as described in clause 3.4.
3.4 Domino’s acceptance of your order takes place when Domino sends the email to you to accept it, at which point the Contract will come into existence or Domino will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation).
3.5 If Domino is unable to supply you with the Goods for any reason, Domino will inform you of this and Domino will not process your order. If you have already paid for the Goods, Domino will refund you the full amount as soon as possible. Save only for the requirement for Domino to make any such refund, Domino shall have no liability to you in respect of any such inability to supply the Goods
4 Goods
4.1 The images of the Goods on Domino’s site are for illustrative purposes only.
4.2 Domino reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5 Delivery, transfer of risk and title
5.1 Any dates for delivery of Goods are approximate only. Domino shall use reasonable endeavours to meet such dates but so long as it uses such reasonable endeavours Domino shall not be liable to you, in contract, tort, negligence or otherwise for any loss or damage whatsoever resulting from any late delivery or performance.
5.2 Delivery is complete once the Goods have been unloaded at the address for delivery (which must be in the Benelux region) set out in your order and the Goods will be at your risk from that time.
5.3 Risk of damage to or loss of the Goods shall pass to you when Domino delivers the Goods to you.
5.4 You own the Goods once Domino has received payment in full, including of all applicable delivery charges.
5.5 If clause 3.5 above does not apply and Domino fails to deliver the Goods, Domino’s liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
5.6 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
6 Price of goods and delivery charges
6.1 The prices of the Goods will be as quoted on Domino’s site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system..
6.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
6.3 The price of the Goods does not include delivery charges. Our delivery charges are as stated on Domino’s site.
6.4 The price of Goods and our delivery charges each exclude VAT (where applicable) and any other sales taxes at the applicable rates chargeable in the Netherlands for the time being and which is payable by you in addition to the price and delivery charges. However, if the rate of VAT or other sales tax changes between the date of your order and the date of delivery, we reserve the right to adjust the relevant VAT or other sales tax that you pay, unless you have already paid for the Goods in full before the change takes effect.
7 How to pay
7.1 Payment for the Goods (including payment of the delivery charges) shall (if so previously agreed with Domino in writing) be on the open account terms agreed with you. If open account terms do not apply then payment for the Goods and all applicable delivery charges is in advance and you must make payment in such manner as Domino reasonably requires.
7.2 In case of payment on open account terms, unless otherwise agreed in writing, payment of invoices shall be made in full without any deduction or set-off within 30 days of the invoice date. Payment shall be due whether or not property in the Goods has passed. Time for payment shall be of the essence and if payment is not made in full by the due date Domino may without prejudice to any other remedy:
7.2.1 charge you interest (running before and after judgment, and compounded with monthly rests) on all overdue sums at the rate of 2% per month from the date such sum became due to Domino until you pay such sum in full together with such interest; and/or
7.2.2 suspend or cancel further supply of Goods or performance of services whether under the Contract or any other contract with Domino until you make payment in full together with any applicable interest.
8 Warranty and Liability
8.1 Domino warrants that the Goods manufactured by it will be free from defects in materials and workmanship for a period of 12 months from the time that risk in them passes to you or in the case of inks or other fluids for a period ending on their stated expiry date. In the case of any breach of warranty then Domino shall at its option remedy such defects or refund such sums as you have paid to Domino in respect of such Goods. The warranty period for parts replaced under warranty will expire at the end of the 12 month warranty period of the original purchased item. Domino shall be under no liability under the above warranties:
8.1.1 arising from any drawing, design or specification supplied by the you
8.1.2 arising from improper installation, storage, use, modification or operation including but not limited to the use of inks and other fluids not approved by Domino;
8.1.3 in respect of parts, materials or goods not manufactured by Domino in which case Domino shall use reasonable endeavours to pass on to you the benefit of any warranty or guarantee as is given by the manufacturer or supplier to Domino.
8.2 Domino does not exclude or limit its liability in negligence for death or personal injury, or for fraud or wilful default, or otherwise to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by law.
8.3 Subject to clauses 8.1 and 8.2 , all representations, warranties and conditions implied by trade custom, course of dealing, statute, common law or otherwise are excluded to the fullest extent permitted by law.
8.4 Subject to clause 8.2, in no circumstances shall Domino be liable to you in contract, tort, negligence or otherwise, for any incidental or consequential loss including, without limitation, any loss of profit, business, revenue, goodwill or anticipated savings or for any special, exemplary or consequential damages or other financial loss whatsoever arising out of or in connection with the Contract or the supply of the Goods or their use or resale (if applicable) by you
8.5 Except as provided in clause 8.1, Domino shall have no liability to you in respect of the relevant Goods' failure to comply with the warranty set out in clause 8.1.
8.6 If notwithstanding the provisions of these Conditions Domino is found liable for any loss suffered by you arising in any way out of or in connection with the Contract or the supply of any Goods, that liability shall in no event exceed the price paid for such Goods under the Contract.
9 Use of inks in relation to food contact materials
9.1 You acknowledge and agree that:
9.1.1 the use of Domino’s ink products (“Domino Ink Products") in food packaging applications is subject to important restrictions and you agree that you alone are solely responsible (to the entire exclusion of Domino) for determining (1) which regulatory requirements apply to any use it may make of Domino Ink Products for food packaging and (2) that such use complies with all applicable regulatory requirements. Such regulations include (in each case without limitation): in the United States, 21 CFR Parts 170-186 and, in the European Union, and Northern Ireland, Regulation (EC) No 1935/2004 and Regulation (EC) No 2023/2006 and in Great Britain, the Materials and Articles in Contact with Food (Amendment) (EU Exit) Regulations 2019 (in each case as such regulations are from time to time amended, extended or re-enacted);
9.1.2 Domino Ink Products are not (unless, in relation to a specifically identified ink product, Domino has expressly stated otherwise in writing, and directly to you) approved for (and are not intended for) contact with food and accordingly they must not be used where such contact might reasonably be expected to occur, whether by off-set, migration or otherwise;
9.1.3 where Domino has stated that any particular Domino Ink Product is approved by Domino for use on a specified food packaging material, it shall nevertheless be your sole responsibility (to the entire exclusion of Domino) to verify that such particular Domino Ink Product can lawfully and safely be utilised (with such specified food packaging material) in conjunction with the specific foodstuffs intended by you to be contained within such packaging, and that the manner and/or environmental conditions in which you may apply that particular Domino Ink Product will not adversely affect whether (in all the circumstances) such particular Domino Ink Product is appropriate for use (including, without limitation, whether the same can in fact be lawfully and safely used).
9.2 You further acknowledge that:
9.2.1 such off-set may occur where the printed side of packaging material comes in contact with the food contact side;
9.2.2 such migration may occur when a component of an ink product, especially when not fully cured, passes through the packaging material to come into contact with the food.
9.3 You further acknowledge and agree (given the risk of such off-set and/or migration) that any non-food grade inks (included in the Domino Ink Products) should be used only either where there is an effective packaging barrier between that ink and the food, where production ensures that there is no risk of any such off-set or migration or where you have unequivocally confirmed through all appropriate testing that any migration is within all the relevant regulatory limits.
9.4 You further acknowledge that Domino may (in respect of the Goods, or some of them, which are the subject of the Contract) have provided you with a document or documents entitled ‘Food Packaging Use of Inks - …’ and which sets out some general guidance in relation to the use of certain Domino Ink Products in food packaging applications in a certain territory or territories (‘Guidance’). Where such document(s) have been supplied then the Domino Ink Product(s) to which those document(s) are stated to relate will be those which Domino has advertised as the Domino Ink Product(s) to be used with the relevant Goods (supplied pursuant to the Contract), and the territory or territories so stated in those document(s) will include those which you have notified Domino as being the only territory or territories in which the relevant Goods (supplied pursuant to the Contract) are to be used with the stated Domino Ink Product(s). The Guidance (if any) is given by Domino in good faith but Domino gives no warranty in relation to the same and nor does it include any representations upon which you should rely. The Guidance is provided entirely without prejudice to the foregoing provisions of clauses 9.1 to 9.3 (inclusive) of this section 9 and which shall prevail in their entirety to the exclusion of the Guidance.
10 Filter selection
10.1 You acknowledge that the Goods may include filters (‘Domino Supplied Filters’) for use with either other Goods or other equipment, including filters for use in the extraction (from the air or otherwise) of particulates and/or fumes arising from the use of those other Goods or equipment and which particulates and/or fumes may (in the absence of effective extraction) be harmful to individual persons.
10.2 You acknowledge and agree that you alone are solely responsible (to the entire exclusion of Domino) for determining which particular one or more of the Domino Supplied Filters is appropriate to use for the purposes of such extraction in your particular operating environmental conditions, and for the particular particles or fumes arising or which may arise from your use of the relevant Goods or other equipment with the particular substrates and/or other materials chosen by you.
10.3 If Domino at any time states that any particular Domino Supplied Filter is one that may be appropriate for use with one or more of the other Goods or such other equipment in conjunction with some particular type of substrate or other material that you intend to use then, nevertheless, you acknowledge and agree that such statement will (whilst made in good faith) have been made without obligation or liability on the part of Domino and that it shall still be your sole responsibility (to the entire exclusion of Domino) to verify that such particular Domino Supplied Filter will be sufficiently effective at removing (from your relevant operating environment) an adequate amount of the resulting particulates and/or fumes such that the working environment for your personnel is entirely safe and neither you nor any other person is exposed to any potential liability to any such personnel or other persons as a result of the presence of such particulates and/or fumes.
11 Sanctions and export control.
11.1 You acknowledge that Domino and each of the other companies in the Domino Printing Sciences plc group of companies – together the “Domino Companies”- are strongly committed to, and place a high priority on, full compliance with applicable export, trade and sanctions controls, including those of the UK, the EU and the US. Each of the Domino Companies requires all of their business and trading partners also to apply the highest standards in compliance with these controls.
11.2 You agree to fully comply with all applicable export, trade and sanctions controls and not to export, re-export, sell, supply, transfer or otherwise release products, software or technology (jointly "products") of any of the Domino Companies, whether by themselves or incorporated in or combined with other products or items, without having conducted the necessary export, trade and sanctions controls compliance checks and obtained the respective authorisations from competent authorities where required. You shall document export, trade and sanctions controls checks in relation to Domino Companies’ products (including without limitation the Goods) and related transactions and services, and shall keep such records for all relevant statutory period(s).
11.3 You agrees not to export, re-export, sell, supply, transfer or otherwise release any of the Domino Companies’ products (including without limitation the Goods), whether by themselves or incorporated in or combined with other products or items, to or for use in countries or by a natural or legal person subject to military or economic sanctions (whether or not such sanctions bind you) without prior written approval by Domino.
11.4 You agree not to export, re-export, sell, supply, transfer or otherwise release Domino Companies’ products (including without limitation the Goods), whether by themselves or incorporated in or combined with other products or items, for use in applications linked to weapons of mass destruction or missiles carrying such weapons, or for use by or for a military institution in countries subject to military embargos (whether or not such embargos bind you) without prior written approval by Domino.
11.5 You agree to inform Domino without delay of any failure to comply with applicable export, trade and sanctions controls or the above approval requirements. In such cases, you shall take all necessary measures, including, if appropriate, disclosure to competent authorities, to remedy any violations, in full transparency vis-à-vis the Domino Companies.
11.6 You acknowledge and agree that deliberate, negligent or repeated violation of export, trade and sanctions controls or of the above approval requirements, failure to remedy a violation and not being transparent about the former vis-à-vis Domino Companies constitute factors that entitle Domino to cancel any relevant contractual relationship with immediate effect. You acknowledge and agree that you may become liable in these cases for any damages incurred by Domino or any of the other Domino Companies, including without limitation, for lost profit.
11.7 This clause 11 shall apply notwithstanding any other terms of the Contract and shall survive any expiration or termination of the Contract.
12 Termination
12.1 Domino may at any time by notice in writing to you terminate the Contract with effect from the date of service of such notice if:
12.1.1 you commit a material breach of the Contract and fail to remedy such breach within seven days after Domino has given written notice to you identifying the breach and requiring it to be remedied; or
12.1.2 you are unable to pay your debts as they fall due or if any petition is presented for the appointment of an administrator or receiver or trustee in bankruptcy in respect of you or any part of your undertaking or assets or an administrative receiver is appointed in respect of any of your undertaking or assets or if you make or attempt to make any arrangement with or for the benefit of your creditors or if you cease or threaten to cease to carry on business.
13 Events outside Domino’s control
13.1 Domino will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of Domino’s under the Contract:
13.2.1 we will contact you as soon as reasonably possible to notify you; and
13.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14 Communications between us
14.1 When we refer to "in writing" in these Terms, this includes email.
14.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
14.3 A notice is deemed to have been received:
14.3.1 if delivered by hand, at the time the notice is left at the proper address;
14.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the third working day after posting; or
14.3.3 if sent by email, at 9.00 am the next working day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15 General
Assignment and transfer.
15.1 We may assign or transfer our rights and obligations under the Contract to another entity.
15.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation
15.3 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
Waiver
15.4 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you
Severance
15.5 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third party rights
15.6 The Contract is between you and us. No other person has any rights to enforce any of its terms
Jurisdiction and governing law
15.7 The Contract is governed by Dutch law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Dutch courts.