Rollé B.V., having its registered office in Schijndel (The Netherlands)
Article 1: General
1.1 Where these General Conditions refer to Rollé, this is understood to mean the private limited company Rollé B.V., having its registered office in Schijndel.
1.2 The other party to transactions with Rollé, to which these Conditions apply, shall hereafter be referred to as ‘the Customer’.
Article 2: Applicability
2.1 The following Conditions shall apply to all agreements entered into with Rollé, unless otherwise is expressly agreed in writing.
2.2 Rollé expressly excludes contrary conditions, including the Customer’s purchase conditions, except and insofar as Rollé has expressly stated otherwise in writing.
2.3 Verbal agreements and/or promises are only binding on Rollé if and insofar as Rollé has expressly confirmed such agreements with the Customer in writing.
2.4 If one or more provisions of these General Conditions are void, all other provisions of these Conditions shall remain in full force. Furthermore, Rollé is at all times
authorised to replace a void provision with a different provision having the same intent, yet which is not at risk of being held void.
Article 3: Offers
3.1 All offers, including any attached appendices and price lists of Rollé are non-binding and can only be considered an invitation to make a more detailed offer. Acceptance of orders will take place only by means of written confirmation by Rollé.
3.2 Without prejudice to the provisions set out in Article 7, indications of dimensions and weights and the like, and data and illustrations set out in catalogues, brochures, drawings, diagrams, are only binding on Rollé if and insofar as they are expressly agreed in writing.
Article 4: Agreement
4.1 An agreement with Rollé will not come into effect until after Rollé has accepted the Customer’s order by means of a written confirmation of the order.
4.2 The agreement will come into effect on the day of signing of the agreement by Rollé.
4.3 Additional and deviating provisions will only be considered binding on Rollé only if and insofar as such provisions have been accepted by Rollé in writing.
4.4 The Customer must notify Rollé of any objections to the order confirmation at latest 8 days after the signing of said written confirmation, in default whereof the Customer is deemed to agree to the contents of said order confirmation.
4.5 An agreement will first come into effect subject to the express reservation that the Customer is sufficiently creditworthy to pay all that he owes or will owe Rollé.
4.6 In this context Rollé reserves the right to suspend performance or dissolve any agreement with the Customer, by unilateral written statement on the part of Rollé, if and insofar as the Customer, at the first request of Rollé has not provided satisfactory security, to be determined by Rollé, for the payment of all that the Customer owes or will owe.
4.7 The agreed quantities are always valid by approximation only. Rollé has the right to deliver 15% more or less than was agreed, without such being a reason for refusal to take delivery, for non-payment and/or to claim compensation for damage with regard to said contractual variation.
Article 5: Pricing
5.1 Prices indicated by Rollé or agreed with Rollé are based on the cost price and rate of exchange prevailing at the time of the offer or the confirmation of the order. If after written confirmation of the order cost elements, such as the prices of materials, wages, social security premiums and government taxes and exchange rates, upon which Rollé has based its sale price, should increase prior to the performance of the agreement in its entirety, Rollé reserves the right to adjust the price accordingly, on the understanding that the Customer has the right to cancel the agreement with regard to that part which has not yet been delivered, without Rollé and/or the Customer being liable to pay any compensation with regard to cancellation.
5.2 The total amounts on the invoice will be increased by a surcharge for credit restriction, for which the Customer acknowledges as owed, unless payment of the invoice takes place within the agreed payment period and in the agreed manner.
Article 6: Packaging
6.1 Rollé will provide packaging of the products for shipment and is included in the sale price, in the manner most advantageous to Rollé.
6.2 In the event the Customer should desire different packaging, the Customer will be charged for the costs involved.
6.3 Rollé is not obligated to take back packaging materials and/or to compensate for costs incurred relating removal or destruction.
Article 7: Performance
7.1 Catalogues, prospectuses and the descriptions, quality and similar information set out therein are non-binding.
7.2 Specifications as set out on Rollé fact-sheets are subject to change without further notice from Rollé and are not binding on Rollé.
Article 8: Delivery
8.1 The delivery times stated by Rollé will be valid by approximation only.
8.2 Indicated delivery times will never be considered to be of the essence, unless expressly agreed in writing. Rollé can never be held responsible for the exceeding of delivery dates as a result of the exceeding of delivery dates by third parties upon whom Rollé is dependent for the performance of the order. Exceeding of the indicated delivery times only gives the Customer the right to stipulate a term within which the delivery shall take place, after which the Customer has the right to dissolve the agreement for part of which has not yet been performed without Rollé being liable for any compensation.
8.3 Rollé has the right to deliver in instalments and to invoice each part delivery individually. Rollé may bring in third parties for the performance of the order if Rollé considers such desirable.
8.4 Delivery will take place ex Works, unless otherwise agreed in writing between the parties.
8.5 In the event no delivery can take place due to circumstances beyond Rollé’s control, Rollé has the right to charge the Customer for the costs of the next delivery.
8.6 Signing the waybill and/or delivery note, the Customer accepts the quantity and quality delivered as set out on the waybill and/or delivery note. The Customer is responsible for ensuring that said document is signed by an authorised person.
8.7 Rollé accepts no liability whatsoever for exceeding delivery times and consequently the exceeding of delivery times does not give rise to entitlement to compensation, unless otherwise stipulated in a written agreement.
8.8 The delivery time will in any event be extended by the time that performance of the agreement is increased due to force majeure.
8.9 In the event the Customer does not immediately accept an offer of delivery - including the case where the purchased goods are temporarily stored elsewhere than the final place of processing on instructions of the Customer - the payment terms will remain in full force.
8.10 If for any reason whatsoever the Customer is unable to receive the goods at the agreed time and said goods are ready for shipment, Rollé will, storage capacity permitting, and at the request of the Customer, store and safeguard said goods until they can be delivered to the Customer. In such event, the Customer will compensate Rollé for storage costs on the basis of Rollé’s usual rate, calculated from the time the goods are ready for shipment, or, if such date is later, as of the delivery date agreed in the purchase agreement.
Article 9: Shipment
9.1 If it is agreed that the goods will be shipped at the expense of Rollé, said shipment will take place in a manner and on a date that is most favourable to Rollé.
9.2 If at the request of the Customer a different method of shipment is utilised, any additional costs incurred are at the Customer’s expense.
Article 10: Risk and Transfer of Title
10.1 The Customer assumes all risk with regards to the goods delivered by Rollé as of the time the goods are deemed to be delivered, as referred to in Article 8.6.
10.2 All goods delivered by Rollé remain the property of Rollé until all claims that Rollé has on the Customer in connection with the agreement in question have been satisfied in full, including costs and interest.
10.3 The Customer will store the goods which have been delivered subject to retention of title with the necessary care and to store them in such way that they are clearly recognised as goods originating from Rollé.
10.4 If and insofar as the Customer does not pay for the delivered goods in full, the Customer does not have the right to grant a right of pledge on said goods, to make said goods available as security, or to grant third parties any other right to said goods, subject to actions within the normal course of the Customer’s business.
10.5 If and insofar as the Customer continues to default on its payment obligations, the Customer will within 5 working days following a written request from Rollé in this respect, to make the delivered goods available to Rollé, without prejudice to Rollé’s right to compensation for losses and costs incurred.
Article 11: Payment terms, costs and proof of payment
11.1 The Customer is obligated to pay the purchase price without deduction of costs within 30 days after the invoice date by deposit on a bank account indicated by Rollé, unless otherwise expressly agreed in writing.
11.2 Payments made by the Customer will always serve in the first place to pay off all debts, costs and interest and then claimable invoices with the oldest due date, even if the Customer states that the payment relates to a later invoice.
11.3 In the event that the Customer fails to pay within the aforementioned 30 days after the invoice date or does not perform any other obligation(s) pursuant to any agreement in due time, Rollé has the right to either suspend further deliveries, or to cancel the order or a part thereof, without prejudice to Rollé’s right to demand full payment for the goods already delivered at the time of annulment and without prejudice to its right to compensation for the damage suffered as a result of the annulment.
11.4 In the event of exceeding the payment term the customer is legally in default without summations or further notice. In which case the buyer is obliged to pay an interest of 1,5% per month Without prejudice to the right of Rollé for compensation for further damage. If and in so far as the Customer is in default as intended here, Rollé is additionally entitled to assign the collection of the amounts owing to it to a third party without further notice.
11.5 If and so far as Rollé assigns recovery of an amount as mentioned above under 11.4, the Customer will owe extrajudicial collection costs. These costs will be deemed to be at least 15% of the principal amount with a minimum of euro 150, 00 without prejudice to the costs of judicial procedures which the Customer will also be obligated to pay. For instance costs for the demand for bankruptcy that will be charged separate of the juridical collection costs.
11.6 Rollé at all times has the right to demand that the Customer provide other security with regard to payment of Rollé’s claim on the Customer. If the Customer does not provide security within 10 days after it has received a request in such respect, Rollé is entitled to suspend further performance of its obligations under the agreement, if there is a reasonable suspicion that the Customer will not be able to perform its payment obligations vis-à-vis Rollé.
11.7 Every obligation of the Customer will be immediately claimable by Rollé in the event that the Customer petitions for a moratorium on payment, is declared to be in a state of insolvent liquidation, liquidates its business or transfers it to a third party, is placed under custodianship or if its assets are made subject to seizure.
11.8 Subject to evidence to the contrary, with regard to the agreement, the data set out in Rollé’s administration will be determinative.
Article 12: Force Majeure
12.1 Force majeure will exist if the performance of the agreement, in whole or in part, temporarily or otherwise, is hindered due to circumstances beyond the control of the parties and/or due to circumstances on the part of Rollé such as strike and lock-out, illness of personnel, disruptions in operations, seizure, defects in machinery, lack of raw materials, materials, auxiliaries and/or energy, delay or cancellation of delivery by suppliers, transport disruptions, import and export restrictions, accidents, etc. Force majeure is further understood to mean in any event epidemics, mobilisation, natural disasters and freezes.
12.2 In the event that Rollé cannot perform its obligations due to force majeure, in addition to the right to suspend performance for the duration of the force majeure situation, Rollé is at all times entitled to unilaterally dissolve that part of the agreement affected by force majeure, in whole or in part, by means of written declaration, without being liable for any compensation for damage.
Article 13: Guarantee
13.1 Rollé guarantees the soundness of the goods delivered by it, albeit that the guarantee only consists of the obligation to replace the goods delivered, at its discretion and during the guarantee term agreed in the assignment.
13.2 Every right to a guarantee expires if:
a) the goods have been changed or processed by the buyer or third parties
b) the goods are damaged due to carelessness or accident
c) complaints regarding defects have not reached Rollé within the guarantee term
d) the cause of the defects cannot be clearly demonstrated.
13.3 Rollé will never be obligated to compensate the damage arising from incorrect or inadequate performance of the order, unless there has been intent, serious fault or gross negligence on the part of Rollé.
13.4 The Customer undertake to indemnify Rollé against all claims which third parties could make against it, with regard to goods delivered by Rollé.
13.5 The moisture percentage of artificially dried wood to be delivered by Rollé will have been a maximum of 12% at the time of leaving the drying chambers, which percentage can change due to storage after drying.
13.6 Rollé does not guarantee the moisture percentage at the time of delivery, unless this has expressly been agreed in writing.
13.7 The colour and/or the structure of the wood cannot be reasons for refusing or rejecting delivery, unless such has been expressly agreed in writing.
Article 14: Complaints
14.1 Complaints concerning the quantity, quality or dimensions of delivered goods must be lodged in writing within 14 days after delivery; failure to do so will cancel any claim on Rollé.
14.2 The Customer is to indicate complaints concerning the agreed degree of dryness upon delivery on the waybill and/or delivery note or to lodge such in writing within 8 days after delivery.
14.3 Invoices sent to the Customer by Rollé will be deemed to have been approved, unless a complaint against said invoice has been lodged in writing within 8 days of remittance.
14.4 Complaints will not suspend the Customer’s payment obligations.
14.5 The Customer is to give Rollé the opportunity to investigate the complaints.
14.6 Return delivery of goods may only take place after prior written approval from Rollé. Rollé will determine the method and date of return delivery, provided and insofar as said goods are unaltered and have the same degree of dryness as when delivered.
14.7 If the Customer has proven grounds for a complaint, Rollé may, at its discretion, replace said goods, if and insofar as said goods are in stock and unsold.
14.8 If goods are returned to Rollé without prior written approval, said goods will be stored at Rollé’s at the expense and risk of the Customer, while the Customer will remain obligated to pay in full.
Article 15: Liability
15.1 Liability of Rollé for any shortcomings in the goods delivered by it and the work carried out by it is limited to the performance of the guarantee described in the preceding articles.
15.2 Rollé is only liable for losses arising as a consequence of defects in the goods delivered by it and work carried out by it, if and insofar as such damage has been caused by intent or serious fault or gross negligence on the part of Rollé or its employees. For the rest, any liability of Rollé for damage ensuing from the performance of the agreement, is excluded.
15.3 Except in the event of intent on the part of Rollé, all liability for loss of profit, consequential or indirect damage is excluded at all times.
15.4 In all cases in which Rollé is bound to pay compensation, such compensation will never be higher than, at Rollé’s discretion, either the invoice value of the goods delivered, which has caused damage or in connection with which the damage has been caused, or, if the damage is covered by an insurance of Rollé, the amount that is actually paid out by the insurer in this respect.
15.5 The employees of Rollé or the persons brought in by Rollé to carry out the work may invoke all means of defence under the agreement vis-à-vis the Customer as if they themselves were a party to said agreement.
15.6 Every claim against Rollé expires due to the mere passing of one year after the arising of such claim.
Article 16: Dissolution/Annulment
16.1 If and as soon as the Customer does not perform one or more of its obligations, does not perform such in time or does not perform such properly, is declared to be in a state of insolvency, applies for a moratorium on payment, proceeds to liquidate its own company, its business is ceased in some other manner, part of its assets are seized, or the Customer appears to be insolvent in some other way, Rollé is entitled to suspend its obligations and to dissolve the agreement without notice of default by means of written notice and with immediate effect and to claim compensation of costs, damage and interest, and to immediately demand that the goods delivered subject to retention of title are placed at the disposal of Rollé.
16.2 Any annulment by the Customer of an order or agreement, in whole or in part, can only take place after the written agreement of Rollé. In the event of annulment as intended above, the Customer owes Rollé:
a) the sale price of the goods delivered at the time of annulment
b) the direct and indirect costs incurred by Rollé, increased by the profits over the entire order, with regard to the goods not yet delivered at the time of the annulment.
Article 17: Governing law
17.1 All our agreements and the concomitant (legally binding) transactions such as offers, deliveries and the like, are exclusively subject to Dutch law.
17.2 For transactions with a Customer based abroad, the applicability of ULFIS and the Vienna Sales Convention is expressly excluded.
Article 18: Disputes
18.1 All disputes between Rollé and the Customer will, to the exclusion of every other institution, be brought before the competent court in the area where Rollé’s has its head office, without prejudice to the right of Rollé to bring the matter before the competent court in the place where the Customer is based.
Date of commencement and effect:
These conditions have been registered at the Chamber of Commerce under Chamber of Commerce no. 16033515 (bij General Conditions Rollé)