GENERAL TERMS AND CONDITIONS FOR SALE AND DELIVERY FOR ROF EUROPE B.V., HAVING ITS REGISTERED OFFICE IN AMSTERDAM, THE NETHERLANDS,
Clause 1 General
1.1 These General Terms and Conditions for Sale and Delivery, hereafter referred to as "these Conditions", issued by ROF Europe B.V.. also trading as Republic of Frends Europe and Frends Europe, hereafter referred to as "ROFE", shall apply to all offers and quotations issued by ROFE and all contracts entered into by ROFE.
1.2 Where the term "the purchaser" occurs in these Conditions, it shall be understood to refer to every legal or natural person who has concluded or wishes to conclude a contract with ROFE in the course of his/her/its business or profession, together with their representatives, those authorised by them and their legal successors.
1.3 Any purchaser's general conditions and any other conditions or industry conditions are not applicable to any special offers by ROFE nor on any agreements with ROFE, unless accepted by ROFE in writing.
Clause 2 Quotations
2.1 Quotations issued by ROFE shall be without obligation and may not lead to any obligation in the part of ROFE unless this is confirmed unambiguously and in writing in the quotation.
Clause 3 Orders
3.1 The purchaser's orders must be in writing. "In writing" in the context of these Conditions signifies notification made by letter, fax or email. This is so that the sender of a notification will be able to confirm that the notification was sent.
3.2 Contracts with purchasers shall come into effect when ROFE issues written confirmation of the order to the purchaser.
3.3 All contracts shall be entered into under the suspensive condition that the purchaser's creditworthiness shall be sufficiently vouched in a report to be obtained by ROFE.
3.4 All contracts shall be entered into under the suspensive condition that the purchaser shall have complied with the provisions of any earlier contract(s) concluded with ROFE.
Clause 4 Delivery
4.1 Unless otherwise agreed in writing, ROFE shall deliver FOB Amsterdam (as specified in the latest version of Incoterms).
4.2 If the purchaser does not collect the goods to be supplied at the time indicated by or agreed with ROFE, then those goods shall remain stored by ROFE at the purchaser's risk and expense, without prejudice to the purchaser's obligation to pay the invoiced amount on the due date and also without prejudice to the provisions in Clause 8 regarding retention of ownership.
4.3 If the purchaser wishes ROFE to store Products that it is due to deliver after it has offered to deliver them, then ROFE shall make a charge for doing so. This storage shall also be at the purchaser's risk and expense.
4.4 ROFE reserves the right to deliver in stages and to invoice for each stage. In such cases each individual delivery shall be subject to its own contract containing the same conditions as the original contract. The purchaser shall not be entitled to suspend payment because any delivery date for the remaining Products is exceeded.
Clause 5 Delivery dates
5.1 Delivery dates are approximate only and based on the circumstances prevailing for ROFE at the time they are issued.
5.2 ROFE undertakes to abide by the delivery dates it issues so far as possible, but shall not be responsible for the consequences of failure to meet those dates. If and to the extent that ROFE can foresee a failure to meet delivery dates it shall advise the purchaser of this immediately. No such failure shall oblige ROFE to pay any compensation, nor shall it give the purchaser any right to dissolve the contract.
5.3 If the extended delivery date issued by ROFE under Clause 5.2 should pass, the purchaser shall be entitled, by means of registered letter, to require ROFE to deliver the goods within four weeks after the date of the registered letter. If that last-mentioned period is exceeded, the purchaser shall be entitled to dissolve the contract, without any liability attaching to ROFE, for payment of compensation or otherwise, as a result.
5.4 In case of Force Majeure as described in Clause 10, the delivery date shall be extended with the term of the delay.
Clause 6 Payment
6.1 Unless alternative arrangements have been made in writing with ROFE, the payment due by the purchaser under the contract shall become due, in the case of a first contract between the purchaser and ROFE, on the basis of advance payment..
6.2 If the results of the report mentioned in Clause 3.4 show that the purchaser is sufficiently creditworthy, then a payment period of 30 days after the date of the relevant invoice shall apply, unless otherwise specified on your invoice.
6.3 ROFE shall be entitled to review the payment period specified in Clause 6.2 if this seems appropriate, in ROFE's opinion, having regard to the information on creditworthiness or for any other reasons.
6.4 If the payment period is exceeded, then the purchaser shall be in default without any requirement for the issue of a Notice of Default. ROFE shall be entitled to suspend delivery of the Products in the event of any failure to observe the payment period.
6.5 The purchaser shall be due to pay the legal interest to ROFE from the first day after the payment period has elapsed without payment being effected up until the date when the invoice amount is paid in full, including all costs of collection, all judicial and extra-judicial costs, including without limitation, reasonable attorney fees.
6.6 Payments by the purchaser shall be applied firstly towards reduction of the interest and costs due and thereafter to the principal sum due.
Clause 7 Conformity and defects
7.1 Immediately after delivery, the purchaser must check whether the correct number of Products have been delivered in terms of the delivery notes. The purchaser must give written notification to ROFE immediately, but in any event within 48 hours after delivery, of any discrepancies. The same procedure shall apply in the event of any defective and damaged Products. If the packaging is damaged, the purchaser must open the packaging to check whether the contents are also damaged.
7.2 ROFE confirms that its Products possess the characteristics that the end-user should be entitled to expect (conformity) on the basis of the information on use, quality and performance supplied by ROFE.
7.3 In the event of a breach of conformity as defined in paragraph 7.2 above, ROFE shall arrange that the breach shall be remedied, either by repair or replacement, for a period of one year after the sale and delivery of the product by the purchaser to the end-user.
7.4 Any claims received by the purchaser in relation to defects must be reported to ROFE immediately, in writing. The report must indicate where and when the product was purchased, the product's article number, the invoice number and also the reason for the claim. Products that have been the subject of a report must not be returned without prior permission from ROFE.
Clause 8 Ownership
8.1 Products delivered by ROFE shall remain the exclusive property of ROFE until the purchaser complies fully with all his obligation(s) under the contract concluded with ROFE for the Products. Ownership of the Products shall only pass to the purchaser once the purchaser's payment obligation(s) to ROFE has/have been fully met.
8.2 Prior to the relevant transfer of ownership, the purchaser shall not be entitled to sell, deliver or otherwise dispose of or encumber the Products delivered otherwise than in the normal course of its business and in accordance with the purposes for which the Products are intended.
8.3 Prior to the relevant transfer of ownership, ROFE shall always be entitled to have access to the Products remaining in its ownership, wherever they may be situated.
8.4 As soon as the purchaser defaults in one or more of its obligations to ROFE, then all claims against the purchaser shall become payable immediately and in full and ROFE shall be entitled to enforce its rights under retention of title without any requirement for Notice of Default or judicial intervention.
Clause 9 Trademarks, intellectual property rights
9.1 All intellectual property rights, including trademarks, trading names and logos used by ROFE, which are used and/or registered in connection with the Product belong to ROFE or its supplier.
9.2 Purchaser undertakes only to use the intellectual property rights as mentioned in Clause 9.1 for transactions in connection with the Product.
9.3 The purchaser is forbidden from removing or altering any trademark, logo, lettering, numbers and/or indications attached to the Product or its packaging by ROFE or its supplier.
9.4 The purchaser is forbidden from selling products in its product range that, by their design or "technical" specifications (might) breach the design- or intellectual property rights of ROFE.
Clause 10 Force Majeure
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by events outside our reasonable control (Force Majeure Event).
10.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control, foreseen or unforeseen, and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action.
10.3 Force majeure is also understood to mean the total or partial failure of a third party from whom goods or services are obtained, due to circumstances of Force Majeure.
10.4 Our obligations under these Conditions are suspended for the period that the Force Majeure Event continues, and will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Force Majeure Event.
Clause 11 Confidentiality
11.1 Neither party shall disclose to third parties any details relating to the other party, including prices and sales figures, technical or commercial details or any other confidential information which has been obtained in connection with the Contract, unless such disclosure is required by law or regulatory authority.
Clause 12 Amendments to and deviations from these Conditions
12.1 Deviations from these Conditions shall only be effective if they are confirmed in writing by ROFE.
12.2 In the event that one or more of the provisions of these Conditions is/are departed from, the remaining provisions shall remain in full force and effect.
12.3 If deviations from these Conditions on any point or section are allowed by ROFE to continue for a shorter or longer period, whether expressly or tacitly, this shall not affect the right of ROFE to demand full and strict compliance with these Conditions on a future occasion. Even if ROFE has not exercised, fully or partially, any one or more of its rights under these Conditions for a given period, this will not provide the purchaser with any rights for future occasions.