Terms and Conditions
General terms and conditions for sales, delivery and payment of Roelofs Engineering BV. Further to be called Roelofs.
- The stipulations of the general terms and conditions shall apply to each and every offer, tender and agreement between Roelofs and principal or buyer hereinafter the “opposite party”, insofar as parties have not explicitly deviated from them in writing.
- References of the opposite party to his own terms and conditions will not be accepted by Roelofs.
- In case of nullity of one or more regulations in the applicable legal relation between Roelofs and the opposite party, both parties are committed to the corresponding meaning that is not null.
- All offers shall be free of obligation, unless a term for acceptance has been given.
- Oral and telephonic agreements and promises are only binding when confirmed by Roelofs in writing.
- A compound quotation shall not oblige Roelofs to do a part of assignment against the corresponding part of the given quotation
- The price is based upon the prices, rates, wages, taxes, laws, freights etc. valid at the moment that the agreement was made.
- The prices given in offers and tenders shall be exclusive of VAT and other government levies, as well as of the other expenses to be possibly made within the scope of the agreement, including travel, shipment and administration costs, unless indicated otherwise.
- Roelofs is authorised to adapt prices when after realisation of the agreement and before the point of time of delivery and/or ending of the proceedings, the prices of devices, raw materials or parts, wages or any price determining factor have changed.
- If the above-mentioned results in a price increase compared to the already agreed prices, the opposite party is not authorised to end the agreement.
- Price rises that flow from additions and/or changes to the agreement, carried out upon request in writing, shall be charged to the opposite party.
Delivery and delivery time
- Unless agreed different delivery shall always be made ex works.
- The terms of delivery given by Roelofs are indicative, when determining a delivery date Roelofs always assumes circumstances as they are at that moment, given delivery dated will be aimed for as much as possible, yet they are not binding. Exceeding of the delivery date by Roelofs can never be a valid reason for the opposite party to dissolve the agreement, Roelofs has to given proof of default in writing, at what Roelofs is given a term of at least one month before Roelofs can get into neglect.
- From the point of time that the readiness of the goods has been reported to the opposite party, they are at his disposal at his own account and risk.
- If the goods haven’t been collected one week after notifying the readiness, Roelofs is entitled to charge a garage fee of € 20 per day.
- Roelofs is not liable for any harm suffered by the opposite party because of Roelofs being unable to fulfil to her obligation in time or unduly as a result of farce marjeure or farce marjeure of one of her suppliers.
- Farce marjeure shall among other thing be understood as each circumstance that could not be reckoned with at the time of contract and through which the opposite party cannot reasonably demand a normal execution of the agreement. Included in the circumstances as meant above are at least, war or a similar situation, revolt, molest, fire, waterdamage, flood, strike, company occupation, exclusion, import- or exporthindrance, enactment by authorities, machinery failure, malfunction in energy supplies, company disturbance and in case Roelofs isn’t enable to supply by her suppliers.
- Complaints about direct perceptible defects or about works done by Roelofs have to be presented by opposite party to Roelofs by registered mail as specified as possible within eight days after delivery or after concerning work was done, at least within competent time after he has discovered the imperfection or the time in which he normally should have discovered, otherwise expire of claims entails.
- Towards external perceptible demerits at things supplied by Roelofs such as scratches, dents etc. it is not possible to make complaints after actual delivery.
- It is not allowed to send things back without permission from Roelofs in writing.
- Grant of the above mentioned permission does not imply admission of the complaint by Roelofs.
- The file of a complaint by the opposite party does not release him from his duty to pay.
- Unless parties have agreed different in writing, the payment of the complete agreed price has to be paid without any deduction by the opposite party before delivery or cash at delivery.
- The meaning of delivery also includes carried out work.
- Negligence of the opposite party regarding picking up the goods does not release him from his duty to pay.
- Opposite party has to make a down payment at first request which Roelofs is authorised to ask for at any moment.
- If purchase or order has been bought on credit the payment has to be received at the latest 30 days after the invoice date, without any deduction or appeal about settlement or deferment. In that case the opposite party is responsible for all the loss suffered and to be suffered by Roelofs.
- When opposite party defaults from payment in time he has to pay interest, being the legal interest (7%) plus the current ECB interest (2%), without any formal notice on the outstanding amount to be charged from the concerning date of maturity.
- The costs for action, both judicial as extrajudicial shall be for the opposite party.
- The extrajudicial collecting expenses will be laid down at 15% of the outstanding amount at a minimum of € 100, not affecting Roelofs to be entitled to demand the entire harm.
- In case of neglect by the opposite party Roelofs is entitled to postpone possible other agreements or to dissolve, at Roelofs’ choice complete or partial, every agreement with the opposite party without any obligation to make a compensation towards the opposite party.
- Roelofs is liable for harm that the opposite party suffers and which is the direct and sole result of a demerit to be imputed to Roelofs.
- Any form of consequential- or indirect damage including among other things: business damage, delay damage (different than legal interest), delay by depreciation, loss of enjoyment, lost profit or suffered losses, cost made for alternative transportation or rental- and leasecosts, damage to (goods of) third, freightdamage and personal or immaterial damage are excluded from compensation.
- For compensation only damage for which Roelofs is assured, or reasonably should have been insured for, will be eligible.
- Furthermore the opposite party has to be insured at any time for damage to his vehicle and/or parts by fire or theft.
- Roelofs guarantees good workmanship for the accepted or contracted out work and for the materials used with it for a period of 3 months, to be reckoned from the moment the car was at the principals disposal again.
- Possible warranty claims are only due to Roelofs´ contractual party, they will at least end in case of estrangement of the supplied by the opposite party.
- To the delivery of new goods, parts materials and accessories the warranty conditions of the manufacturer, importer or supplier are applicable.
- To separate supplied used parts there will never be granted warranty.
- Also warranty is not granted for commissioned temporary reparations.
The claim for warranty expires when:
- The opposite party does not inform Roelofs as soon as possible after discovering the demerits
- Roelofs isn’t enabled to still repair the demerits
- A third party has done worked, without Roelofs being informed or without Roelofs’ approval, concerning work done by Roelofs that is claimed for warranty, unless the urgency for the immediate repair can be proved by the opposite party.
- Figurative use of the supplied by the opposite party
- The opposite party has used the car or parts for racing on a circuit or on therefore closed road.
- If one of contractual parties, dies, is placed in guardianship, quests for suspension of payment, gives up his property, goes bankrupt or loses the administration concerning his entire capital or a part of it, the opposite party is entitled to dissolve the agreement simply by an announcement in writing or to adjourn his fulfilment, one another to his choice.
- All duties to pay will be claimable directly in the above situation.
- The rights and claims due to not keeping one’s obligation remain entirely to the concerning party.
- To all agreement with Roelofs and these general terms the Dutch law is applicable. Possible disputes will be presented to the court of justice in Arnhem unless another magistrate is authorised.
- The agreement and general terms of Roelofs have a reasonable regulation of the legal relation(s) between Roelofs and the opposite party in mind.