STANDARD TERMS OF DELIVERY of:
The private limited liability company known as ROPRO Europe B.V., with its registered office and principal place of business at Birkstraat 165, (3765 HG) Soest (the Netherlands), further referred to as: “ROPRO”
Introduction
In these standard terms of delivery the following is meant by:
The Purchaser: the purchaser/customer of goods and services offered by ROPRO for sale or delivery;
Contract: a contract between ROPRO and the Purchaser on the grounds of which one or more goods or services named and sometimes further specified in that contract will be supplied by or on behalf of ROPRO to the Purchaser, in conformity with the order confirmation in written or digital form (e-mail).
Offer: a written offer or an offer made by ROPRO through its e-mail or website to supply goods or services defined by it or on its behalf to the Purchaser.
Article 1 Applicability
1. These standard terms of delivery apply to every Offer made by ROPRO and every Contract between ROPRO and the Purchaser; including “follow-up” Contracts.
2. Offers by ROPRO are valid for at most 30 days from the date of the Offer made in written or digital form; unless the Offer states otherwise, the offer is made without obligation and subject to being “in stock”.
3. A Contract does not come into force until after the acceptance of the offer by the Purchaser or customer has reached ROPRO in written form or through ROPRO’s e-mail or website. It must be clear from this acceptance that the Purchaser agrees to the application of the present standard terms of delivery and that the Purchaser relinquishes, where necessary, the applicability of its own standard terms of delivery. With regard to the digital acceptance of the offer, i.e. via ROPRO’s e-mail or website, this is subject to the reservation that ROPRO may further require the Purchaser to send the acceptance immediately in written form, furnished with a legally valid signature by or on behalf of the Purchaser by post or courier or as a pdf attachment to an e-mail message to ROPRO; the Contract does not come into force until the acceptance has been received in the required form by ROPRO.
4. If reservations or amendments are made in the acceptance in respect of or to the Offer, the Contract shall not come into force until ROPRO has informed the Purchaser in writing or through its own e-mail that ROPRO has agreed to these departures from the Offer.
5. The Purchaser’s own standard terms and conditions of purchase, payment and/or delivery shall never apply.
Article 2 Delivery date
1. ROPRO will deliver the goods or services by not later than or immediately after the end of the delivery period stated in the order confirmation.
2. If a delivery period has been agreed, this will begin on the date on which ROPRO has confirmed the order.
3. Late delivery does not entitle the Purchaser to cancel the Contract, nor to any kind of compensation whatsoever.
Article 3 Force majeure
1. The agreed delivery period will be extended by the period during which ROPRO is hindered by any form of force majeure from meeting its obligation to deliver.
2. By force majeure on the part of ROPRO is meant, inter alia, if ROPRO is hindered after the conclusion of the purchase agreement from meeting its obligations under the Contract or its preparations as a result of war, danger of war, civil war, riot, acts of war, fire and/or water damage, floods, strikes, sit-ins, hindrances to imports and exports, official measures, machinery defects, interruptions in energy supply, all of the above both in the business of ROPRO and in the businesses of third parties from whom ROPRO draws all or part of the necessary (raw) materials, both in storage or during transport, under its own control or otherwise, or further by all other causes beyond ROPRO’s fault or sphere of risk.
3. If the delivery is delayed by more than two (2) months by force majeure, both ROPRO and the Purchaser shall be entitled to regard the contract as ended, in which case ROPRO is entitled only to reimbursement of the costs it has incurred.
Article 4 Delivery
1. Each delivery is made carriage free and as from ROPRO’s warehouse, unless otherwise agreed. The ownership of the goods and the risk of and liability for the goods pass to the Purchaser immediately after delivery.
2. For as long as the Purchaser has not paid the full amount of the purchase sum with any supplementary costs to ROPRO, or has not lodged financial security for that amount, or has not lodged sufficient security, ROPRO expressly retains the ownership of the goods, in which case the ownership does not pass to the Purchaser until after it has fully met its payment obligations to ROPRO.
3. Subject to the condition of the preceding paragraph, ROPRO can charge order costs to the Purchaser.
Article 5 Guarantee
1. ROPRO is liable to compensate the Purchaser for damage caused to the goods, arising during a guarantee period of 1 (one) year, unless the damage is caused by the fact that the Purchaser or its customers use the goods or store them contrary to the assembly, use, transport and storage directions provided by ROPRO, or the Purchaser has neglected in assembly, use, transport or storage to do what may be expected of the Purchaser or his customer(s) in normal skilful assembly, normal use and normal proper and customary transport or storage .
2. The liability of ROPRO is limited to the free repair of the defect or defects in the product or to replacement of the product or of a part of it, all of this at the discretion of ROPRO. Any liability to pay damages to third parties, in particular for consequential damage, is excluded.
Article 6 Complaints – returns
1. Complaints must be made in writing within 8 (eight) days of the receipt of the goods. ROPRO need no longer deal with the complaint if it is submitted after the stated period. If ROPRO considers that a complaint is justified, it is entitled to choose between replacement of the product (the goods) or crediting the goods in full or in part. Any claim for something other or for more than replacement or a credit is excluded.
2. ROPRO must always be informed in advance of the return of goods. Returns are possible only when the Purchaser requests a return within FIVE WORKING DAYS of delivery in writing and ROPRO agrees to the return in writing. The carriage costs must be paid by the Purchaser in advance. Carriage-paid consignments will be refused by ROPRO. If the reason for the return lies in the fact that the cause rests with ROPRO, the Purchaser will be credited with the dispatch costs. Returned goods must always be sent undamaged, in or with the original packaging and properly packed. Special orders in volume and/or executions cannot be returned.
Article 7 Price and payment
1. The goods and services offered by ROPRO are sold/supplied at the prices last quoted on the website of ROPRO unless a different price has been agreed for a particular product or service in writing.
2. Unless otherwise indicated on the offer or the invoice, the Purchaser must pay the amount stated on the offer or the invoice in euros in cash (collection on delivery) or provide ROPRO with a one-off direct debit mandate before delivery. If and insofar as a payment credit is granted to the Purchaser in writing, the Purchaser must pay the purchase price by not later than 30 days of the invoice date, and do so without any discount, set off or retention, of whatever kind, exclusively by payment into one of the bank accounts designated by ROPRO in writing.
3. When an order is made for the delivery of goods or services ROPRO may require full or partial payment in advance according to the size of the order and its experience with the Purchaser as a customer.
4. If the Purchaser does not meet its payment obligations promptly and fails to comply with a written demand – whether or not accompanied by a notice of default - within a period of five days, ROPRO shall be entitled without judicial intervention to regard the Contract as dissolved, in which case the Purchaser is liable for the loss suffered by ROPRO, consisting, inter alia, of loss of profit, transport costs and the costs of the demand or notice of default. The Contract is also dissolved legally in the event of the bankruptcy, an application for bankruptcy of the Purchaser, in the event of a provisional or final payment moratorium or an application for one, in the event of an applicable declaration of a legal debt rescheduling arrangement or of an application for one by the Purchaser, in the event of the placing of the Purchaser under guardianship or under administration, without prejudice to the Purchaser’s obligation to compensate ROPRO for its loss.
5. If ROPRO decides to take extrajudicial measures as a result of non-performance or imputable shortcoming in the execution of the Contract by the Purchaser, the costs of the measures shall be charged to the Purchaser. These costs amount to 15% of the invoice amount, subject to a minimum of € 50.00.
6. If the payment term is exceeded, the Purchaser will be liable to pay ROPRO interest of ONE percent (1%) per month on the invoiced amount, including transport and any storage costs, with effect from the date that the payment term is exceeded. ROPRO shall be entitled, instead of the above, to claim payment under the right to statutory commercial interest applicable in the Netherlands within the meaning of Article 6:119A of the Civil Code.
7. All judicial and extrajudicial collection costs, including bills of lawyers, bailiffs and/or debt-collection agencies shall be charged in full to the Purchaser.
8. In the event of non-payment of an invoiced amount on the due date, all the other claims of ROPRO on the Purchaser also become immediately payable, without any demand letter or notice of default being required.
Article 8 Intellectual property
ROPRO and its suppliers expressly reserve all the rights and powers vested in them in the field of intellectual and/or industrial property law pertaining to the goods and services offered and/or sold or provided by ROPRO.
Article 9 Applicable law and court
1. Dutch law is applicable to all the contracts between ROPRO and the Purchaser/customers and any disputes arising from them.
2. All the disputes arising from or connected with these terms and conditions and the legal relations created between the parties shall be heard in the first instance exclusively by the competent court in the district of Amsterdam, unless ROPRO elects to approach the competent court of the domicile or address of the Purchaser’s or customer’s establishment. ROPRO may make use, if necessary, of the European payment order procedure for the recovery of civil and commercial debts.
These standard terms and conditions have been deposited under no 100/2010 at the office of the Court at Amsterdam on September 15th 2010.
