General terms and conditions
General terms and conditions B2B of Rol Techniek Benelux B.V., version 2014
Article 1. General
1. The provisions of these general terms and conditions apply to any offer and agreement concluded between Rol Techniek Benelux B.V. and the business buyer insofar as these terms and conditions are not explicitly deviated from in writing.
2. The current terms and conditions also apply to all the agreements concluded with Rol Techniek Benelux B.V. for the performance of which Rol Techniek Benelux B.V. engages the services of third parties.
3. The applicability of the terms and conditions of the buyer is explicitly excluded, unless the parties have agreed otherwise in writing.
4. If Rol Techniek Benelux B.V. concludes agreements more than once, the current general terms and conditions always apply to the subsequent agreement, regardless of whether or not they have explicitly been declared applicable.
5. If one or more of the provisions in these general terms and conditions are nullified or removed, these other provisions of these general terms and conditions remain applicable in full.
Article 2. Offers/orders/prices
1. All the offers, made in any way, are free of obligation unless the offer states a period for the acceptance. 2. If an individual concludes an agreement on behalf of or for the account of an individual or legal entity, he declares – by signing the order receipt/order – to be authorised to do so. This person is severally liable just as the legal entity for all the obligations resulting from the agreement.
3. Agreements in which Rol Techniek Benelux B.V. is a party, are concluded upon Rol Techniek Benelux’s B.V. acceptance of an order/assignment from the buyer in writing or upon the actual delivery ex-warehouse of the sold goods by Rol Techniek Benelux B.V. to the buyer.
4. In the event of oral agreements, the invoice is deemed to correctly and fully reflect the agreement, notwithstanding any claim of defect within 7 days of the date of invoice.
5. Orders can be sent by phone, fax, email and by regular post.
6. The prices in the offers/catalogues/price lists are for delivery ex-warehouse, in euro, excluding VAT and government levies, insurance, excluding freight, transport, packaging and order costs unless otherwise has explicitly been agreed.
7. Rol Techniek Benelux B.V. can recharge any price increase after 30 days, if a VAT increase or other legal or cost price increase has taken place between the moment of the offer/acceptance and the moment of delivery.
8. Rol Techniek Benelux B.V. is authorised to adjust its prices annually.
9. Rol Techniek Benelux B.V. can refuse an order without stating the reason or attach conditions to an
Article 3. Obligations buyer
1. The buyer must make all the documentation Rol Techniek Benelux B.V. deems necessary for the correct performance of the granted assignment available to Rol Techniek Benelux B.V. (a) in the desired form, (b) in the correct manner and (c) in time. Rol Techniek Benelux B.V. decides what the desired form, desired method and time is.
2. The buyer must therefore use the order form supplied by Rol Techniek Benelux B.V. and check this thoroughly before submitting it.
3. The buyer guarantees and bears the (financial) risk of the correctness, completeness and reliability of the information made available to Rol Techniek Benelux B.V., also when this is supplied by third parties.
4. Also incorrect measurements are for risk of the buyer.
5. If the information required for the performance of the agreement are not made available to the contractor in timely fashion, Rol Techniek Benelux B.V. is entitled to suspend the performance of the agreement and to invoice the buyer for any additional costs in accordance with the normal rates applied by Rol Techniek Benelux B.V.
6. The buyer indemnifies Rol Techniek Benelux B.V. for damage resulting from incorrect or incomplete
7. Any additional costs incurred by Rol Techniek Benelux B.V. and additional hours, as well as other damage suffered by Rol Techniek Benelux B.V., due to the buyer’s failure to provide documentation necessary for the performance of the agreement, or the failure to do so in time or correctly, are for the account and risk of the buyer.
8. In the event of incorrect assembly by the buyer, the call-out costs and hourly wage are payable by the buyer.
9. The buyer must ensure that the activities performed by third parties which do not form part of the activities agreed with Rol Techniek Benelux B.V. are performed to such an extent and within such a time that the work suffers no delay as a result.
Article 4. Delivery and transfer of risk
1. The risk of loss or damage of the items forming part of the agreement are transferred to the buyer the moment the items are legally and/or actually delivered to the buyer and are therefore brought under the
control of the buyer or a third party appointed by the buyer.
2. If Rol Techniek Benelux B.V. takes care of the transport or dispatch of the items that form part of the agreement, this is done at the full risk and account of the buyer, unless the parties have agreed otherwise. 3. Rol Techniek Benelux B.V. is authorised to invoice an advance payment. After payment of the advance payment the delivery to the buyer will take place, unless the parties have agreed otherwise.
4. The buyer must accept the items the moment Rol Techniek Benelux B.V. delivers them to the buyer or has them delivered, or the moment on which they are made available to the buyer pursuant to that stated in the agreement.
5. If the buyer refuses to accept ordered by him goods or is negligent in providing the information or instructions necessary for the delivery, Rol Techniek Benelux B.V. is entitled to store the items for account and risk of the buyer.
6. If Rol Techniek Benelux B.V. indicated a delivery period, this is indicative. The indicated delivery period is therefore never a deadline. Upon exceeding a period, the buyer must declare Rol Techniek Benelux B.V. in default and grant him a reasonable term.
7. Rol Techniek Benelux B.V. is authorised to deliver the items in parts. Rol Techniek Benelux B.V. is authorised to invoice the part-deliveries separately.
Article 5. Samples/images
1. The colours, images, numbers, dimensions, weights or description included in the catalogue/offer/advertisements/price lists are purely indicative.
2. If the buyer has been shown a sample, then this is regarded as an indication, unless it is explicitly agreed that the delivered item will be completely identical.
3. The samples sent by Rol Techniek Benelux B.V. on request of the buyer cannot be returned. Rol Techniek Benelux B.V. invoices the sent samples in full at the catalogue value, unless the parties have agreed otherwise.
4. The following situations can never give rise to any claim of defect:
– deviations in colour and size of less than 10 %;
– the misprint or errors stated in the catalogue/offer/price list
Article 6. Research, claims of defect
1. The buyer must inspect the delivered items the moment they are delivered, or to have them inspected. The buyer must inspect whether the quantity and quality of the delivered items are in accordance with that agreed. Defects and deviations must be indicated on the freight letter/delivery note, in the absence of which the delivered items are deemed to be in good condition.
2. Any visible short-comings must be reported to Rol Techniek Benelux B.V. in writing within 8 working days after delivery.
3. If the claim is made in time pursuant to the previous subsection, the buyer remains obliged to buy and pay the purchased materials. If the buyer wishes to return the defective materials, this is done with the prior written permission of Rol Techniek Benelux B.V.. Returning the items must be done cash-on-delivery, in undamaged condition and in the original packaging.
4. If a complaint is justified, Rol Techniek Benelux B.V. will replace the delivered items unless this has become substantively senseless for the buyer. The latter must be indicated in writing by the buyer. However, Rol Techniek Benelux B.V. is in any event only liable within the boundaries of that stated in the ‘Liability’ article;
5. In the event of replacement, the buyer must return the items as a whole and undamaged. If the buyer fails to return the items in time and correctly, the items will still be invoiced.
6. Complaints about the invoice must be submitted to Rol Techniek Benelux B.V. within 10 days of the date of invoice, if not the invoice is deemed to have been approved.
7. The buyer must always first contact Rol Techniek Benelux B.V. in the event of complaints and must in no event repair it or have it repaired at his own initiative. The buyer can contact Rol Techniek Benelux B.V. by sending an email to email@example.com. If Rol Techniek Benelux B.V. is not given the opportunity to inspect the items, all the rights lapse.
Article 7. Payment
1. Payment must be made in cash on the date of invoice, or in advance by way of an advance invoice, or within 30 days after the date of invoice in a manner indicated by Rol Techniek Benelux B.V. and in euros. Objections to the height of the invoices do not suspend the payment obligation.
2. If the buyer fails to pay within the agreed period, the buyer is legally in default. The buyer must then pay
an interest of 8.5 % per month or a part thereof, unless the statutory (trade) interest is higher, in which case the highest interest applies. The interest on the receivable will be calculated from the moment that the buyer is in default up to the moment the full invoiced amount has been settled.
3. In the event of liquidation, (filing for) bankruptcy, admission of the buyer to the legal debt forgiveness on the basis if the Debt Repayment (Natural Persons) Act, imposition or (provisional) suspension of payment of the buyer the claims held by Rol Techniek Benelux B.V. on the buyer are payable immediately. 4. Payments are used for the settlement of the costs first, then to settle the interest that has fallen due and finally to settle the main sum due and the current interest.
Article 8. Debt collection costs
1. If the buyer is in default or fails to meet his obligations (on time), then all the reasonable costs for extra judicial settlement are payable by the buyer. The debt collection costs are calculated pursuant to the debt collection fee as advised by the Dutch Law Society in debt collection cases, with a minimum of EUR 350, unless the costs actually incurred are substantively higher; in which case, the costs actually incurred become payable.
2. Only in the event it substantively concerns a buyer in the capacity of an individual, reference will be made to the Extra-Judicial Debt Collection Costs Decree 2012 in respect of the extra-judicial debt collection costs.
Article 9. Retention of title
1. All the items delivered by Rol Techniek Benelux B.V. remain the property of Rol Techniek Benelux B.V. unless the buyer has complied with all the obligations of the agreements concluded with Rol Techniek Benelux. B.V.
2. The buyer is not authorised to pawn, to rent out, resell the items falling under the retention of title to buyers outside of the Benelux or to mortgage them in any other way.
3. If third parties impound items that were delivered under retention of title or wish to impose or apply any rights thereon, then the buyer must inform Rol Techniek Benelux B.V. as soon as possible.
4. The items made available by Rol Techniek Benelux B.V. which, according to subsection 1 of this article, are included under the retention of title, may only be resold during the course of normal business operations and can never be used as a form of payment.
5. In the event Rol Techniek Benelux B.V. wishes to exercise the retention of title indicated, the user hereby provides his unconditional and irrevocable permission to Rol Techniek Benelux B.V. and the third parties appointed by Rol Techniek Benelux B.V. to enter all those areas where the properties of Rol Techniek Benelux B.V. are located and to retrieve these items.
Article 10. Suspension and dissolution
1. Rol Techniek Benelux B.V. is authorised to suspend the meeting of the obligations or dissolve the agreement if:
– the buyer fails to comply with his obligations pursuant to the agreement, or fails to do so on time or fully; – after having concluded the agreement Rol Techniek Benelux B.V. learns of circumstances that provide good grounds to fear that the user will not meet its obligations. If there are good grounds to fear that the buyer will not be able to fully comply with the agreement or adequately, the suspension is only permitted insofar as the shortcoming justifies this;
– the buyer, upon concluding the agreement, has been requested to provide surety for the compliance with
his obligations under the agreement and this surety is not provided or is insufficient. As soon as surety has been provided, the authority for suspension is cancelled; unless this compliance is unreasonably delayed as a result.
2. Rol Techniek Benelux B.V. is also authorised to dissolve the agreement if the circumstances occur that of such a nature that meeting the agreement is impossible or cannot be required within all reason and fairness or if other circumstances take place that of such a nature that maintaining the agreement as it is cannot reasonably be expected.
3. If the agreement is dissolved, the claims Rol Techniek Benelux B.V. holds on the buyer are payable immediately. If Rol Techniek Benelux B.V. suspends the meeting of the obligations, then he retains his legal claims and those arising from the agreement.
4. Rol Techniek Benelux B.V. always retains the right to claim payment of damages.
Article 11. Cancellation
1. If the buyer wishes to cancel, after an agreement has been concluded with Rol Techniek Benelux B.V.
and before Rol Techniek Benelux B.V. has delivered to the buyer, 10% of the agreed order price including VAT will be invoiced to the buyer as cancellation costs, notwithstanding the right to a full payment of damages, including loss of profit.
2. A cancellation must be sent by way of registered letter;
3. If the purchaser has paid the order price, in full or in part, to Rol Techniek Benelux B.V., the buyer will be repaid less 10%.
Article 12. (Exclusion) Guarantee
1. Rol Techniek Benelux B.V. grants 2 years (manufacturing) guarantee up to a maximum frame size. The price lists state the maximum sizes on which a guarantee can be granted.
2. It is possible for Yana Plus fabrics to create a wavy effect; this is therefore excluded from the guarantee. 3. In the event of subsequent delivery there can be a small colour difference; this is excluded from the guarantee.
4. This guarantee is limited to:
– manufacturing errors and therefore does not include damage as a result of wear and tear and incorrect, careless or inexpert use;
– deliveries to buyer within the EU;
– the guarantee provided by the manufacturer;
– for the repair or replacement of the product.
5. This guarantee is cancelled in the event of:
– the resale of the delivered goods, unless the parties have explicitly agreed otherwise;
– the processing, changing, amendments or repairs by a third party to or of the delivered items;
– the use for another purpose than that indicated in the user’s manual;
– the use other than that indicated in the user’s manual;
– the storage other than is indicated.
6. If the buyer wishes to claim the guarantee after one year, then the call-out costs are invoiced.
7. As long as the buyer fails to comply with his obligations resulting from the agreements concluded by the parties, he cannot make any claim on this guarantee provision.
Article 13. Liability
1. If Rol Techniek Benelux B.V. is liable for direct damage, then this liability is limited to no more than the invoiced amount, at least that part of the invoice to which the liability relates.
2. Rol Techniek Benelux B.V. is never liable for indirect damage, including consequential damage, loss of profit, loss of savings and damage due to business interruption.
3. Rol Techniek Benelux B.V. is never liable (for damage to the natural environment) if the buyer or third parties have spilled or spilled overboard any products delivered by Rol Techniek Benelux B.V..
4. The buyer indemnifies Rol Techniek Benelux B.V. against any claims of third parties that suffer damages in relation to the performance of the agreement and which are attributable to the buyer.
5. Rol Techniek Benelux B.V. is never liable for damage resulting from an incorrect use of the items, not pursuant to the user’s manual or for a use other than for which the item is intended.
6. Rol Techniek Benelux B.V. is never liable for damage resulting from the advice given. Advice is always given on the basis of the facts and circumstances Rol Techniek Benelux B.V. is aware of and in consultation, whereby Rol Techniek Benelux B.V. will always take the intention of the buyer as the basis
7. The limitations of the liability for direct damage included in these terms and conditions do not apply only when the damage can be attributed to intent or gross negligence of Rol Techniek Benelux B.V..
Article 14. Force majeure
1. Parties are not bound to comply with any obligation if they are hindered from doing so as a result of a circumstance that is not attributable to gross negligence or intent of the party invoking it, and is also not for their account pursuant to the law, a legal act or the generally prevailing opinions.
2. Force majeure is defined in these general terms and conditions as that stated in this respect in legislation and case law plus any additional causes, foreseen or unforeseen, on which Rol Techniek Benelux B.V. has no power of control, but that cause Rol Techniek Benelux B.V. not being able to meet its obligations. This includes work strikes in the company of Rol Techniek Benelux B.V., mail strikes, traffic jams, power/computer disturbance and stagnation in the deliveries by suppliers.
3. Rol Techniek Benelux B.V. is also authorised to invoke a force majeure if the circumstance that prevents
(further) compliance commences after Rol Techniek Benelux B.V. should have complied with its obligations;
4. Parties can suspend the obligations of the agreement for the duration of the force majeure. If this period lasts longer than two months, each party is entitled to dissolve the agreement, without obligation to payment of damages to the other party.
5. Insofar as Rol Techniek Benelux B.V. did meet part of its obligations of the agreement at the moment the force majeure commenced or expects to be able to meet these, and a separate value can be attributed to that part, then Rol Techniek Benelux B.V. is entitled to separately invoice the part that it has completed or expects to complete. The buyer must pay this invoice as if it were a separate agreement.
Article 15. Intellectual property rights
1. Rol Techniek Benelux B.V. retains the right to all the intellectual property rights.
2. All the digital information, databanks placed by Rol Techniek Benelux B.V., as well as issued brochures, catalogues, documents and other materials or (electronic) files remain the property of Rol Techniek Benelux B.V., regardless of whether these were made available to the buyer or to third parties, unless otherwise has been agreed. These are exclusively intended for use by the buyer and cannot be multiplied by him, made public or provided to third parties without the prior permission thereto of Rol Techniek Benelux B.V., unless the nature of the documentation made available provides otherwise.
3. Any actions in violation of the foregoing are subject to a penalty of EUR 1500 per violation.
Article 16. Packaging
1. All the packaging must be disposed or destroyed by the buyer pursuant to the legal guidelines and specifically with due observance of the environmental regulations.
2. If the product is to be returned, it must be carefully packaged in the original packaging. In the event of damage due to returns, the costs of the repair, replacement and cleaning thereof are payable by the sender. 3. If the buyer does not comply with the above and Rol Techniek Benelux B.V. is burdened with uncleaned
packaging, then all the costs for the repair, replacement and cleaning will be invoiced to the buyer in full.
Article 17. Disputes and applicable law
1. The court in the place of residence of Rol Techniek Benelux B.V. is the competent court to settle disputes between the parties. However, Rol Techniek Benelux B.V. is entitled to bring the dispute before the legal competent court.
2. All agreements between Rol Techniek Benelux B.V. and the buyer are subject to Dutch law.