RB BV, SLEEWEG 9, 8431 NN OOSTERWOLDE
Version 210301 - March 1, 2021
Art. 1 - General
1.1. Any reference hereinafter to "SELLER" shall mean RB BV as provider, seller, executor or in any capacity whatsoever. Any reference hereinafter to "BUYER" shall mean the buyer and, in general, the other party of the Seller.
1.2. These Terms of Delivery shall apply to all agreements of the Seller, whereby the Seller undertakes to supply goods and/or services. It is established between the Seller and the Buyer that once a contract is concluded under the applicability of the following Terms and Conditions, they shall also apply in full to subsequent transactions.
General conditions, by whatever name, of the buyer are not applicable and are expressly rejected by the seller, unless accepted by the seller in writing.
Art. 2 - Agreement
2.1. Price changes and other communications from Seller are without obligation. Verbal promises and agreements with Seller's employees are not binding on Seller unless and insofar as they have been expressly confirmed by Seller.
2.2. In case of discrepancy between Buyer's order and Seller's confirmation, only Seller's confirmation shall be binding.
2.3. All additions, amendments and further arrangements to the agreement shall only apply if agreed in writing.
2.4. Seller is authorized, if in its reasonable judgment the financial condition of Buyer so warrants, to require advance payment or security and in anticipation thereof to suspend all or part of the execution of the agreement.
2.5. If, as a result of a situation of force majeure, fulfillment of the Seller's delivery obligation cannot reasonably be required of the Seller, the Seller shall be entitled to suspend delivery. Force majeure of the Seller shall include any shortcoming that is caused by circumstances beyond the Seller's control such as, but not limited to:
a. Business disruption or business interruption of any kind, and indifferent in any way arising;
b. Delayed or late delivery by Seller's suppliers or any of them or by third party(ies);
c. Transportation difficulties or transportation impediments of any kind, which hinder or impede transportation to Seller's business or from Seller's business to Buyer;
d. Import and export restrictions of any kind.
2.6. Cancellation by buyer of an order can only be done in writing. If the order has already been shipped, the return costs shall be borne by the buyer.
Art. 3 - Delivery time
3.1. The delivery time will be up to three working days after the order is placed except for article 3.2.
3.2. If delivery cannot take place at the agreed time or within the agreed period, the Seller shall be entitled to make partial deliveries and to a reasonable subsequent delivery period. The products to be delivered subsequently shall be stated on the packing slip.
3.3. Exceeding the delivery time does not entitle buyer to dissolution of the agreement and/or damages, unless buyer proves intent or conscious recklessness of seller and subject to the provisions of clause 8.2.
Art. 4 - Complaints and Liability.
4.1. Buyer must check the delivered goods immediately after delivery for any discrepancies or damage. Any complaints must be submitted to the seller in writing within ten working days of the delivery date. After expiry of the aforementioned period, the delivered goods shall be deemed to have been irrevocably and unconditionally accepted by the buyer. The buyer must keep the defective goods at the seller's disposal. The submission of a complaint shall not suspend the Buyer's obligation to pay for the goods in dispute. Non-visible defects must be submitted in writing by the buyer within ten working days of their discovery, but no later than one year after delivery. Any legal claims must be brought under penalty of cancellation no later than one year after timely notification of a complaint.
4.2. Quality requirements or quality standards of goods to be delivered by the Seller must be expressly agreed upon. Minor deviations and differences in quality, color, size or finish that are customary in the industry or technically unavoidable shall not be deemed a shortcoming and shall not constitute grounds for dissolution or compensation.
4.3. Under no circumstances shall there be a shortcoming on the part of the Seller if: a. and for as long as the Buyer is in default vis-à-vis the Seller; b. the goods have been exposed to abnormal conditions, or have been handled carelessly or inexpertly; c. the goods have been stored for longer than normal and it is plausible that a loss of quality has occurred as a result.
4.4. In case of careless use of the delivered goods by the buyer, the seller shall indemnify the buyer against claims.
4.5. The indemnification in this article does not apply in case of intentional or deliberate recklessness of the seller.
Art. 5 - Transportation
5.1. Seller shall arrange for the transportation of agreed goods from Seller to Buyer.
5.2. The means of transport shall be at the Seller's discretion.
5.3. Orders can only be picked up by buyer from seller by appointment. If the Buyer wishes to pick up goods without an appointment, this will not be possible and the Seller will be entitled to refuse access to the Buyer.
Art. 6 - Price and payment
6.1. Seller will disclose transportation costs to buyer in writing on invoice. Transport costs will be at buyer's expense if:
a. seller uses delivery services;
b. the price of the order is below 100.00 euros.
6.2. The prices quoted by the seller, whether orally, in writing or otherwise, are based on any information provided at the time of application. If after the date of the agreement one or more cost price factors undergo an increase even if this occurs as a result of foreseeable circumstances, the seller shall be entitled to increase the agreed price accordingly.
6.3. Any payment must be made promptly after delivery of items and invoices.
6.4. Any payment must be transferred by the buyer to the account provided on the seller's invoice with the details provided.
6.5. Different payment arrangements must be agreed upon in writing. The Buyer's right to set off any claims it may have against the Seller is expressly excluded.
6.6. In the event that Seller believes that Buyer is in a bad financial situation or that Buyer's bankruptcy or suspension of payments has been filed for or declared, Buyer shall be immediately in default and all claims against Buyer shall be immediately due and payable.
6.7. From the moment of default as stipulated in paragraph 3 of this article, the Buyer shall owe statutory commercial interest. If the Seller has to take (extra)judicial measures in connection with late payment, all costs arising therefrom shall be for the Buyer's account, which shall be at least 15% of the outstanding claim with a minimum of 150 Euros, without prejudice to the Seller's right to full damages.
6.8. The Seller shall be entitled to suspend the delivery of goods if and for as long as the Buyer fails to meet any obligation to the Seller under the Agreement, or fails to do so in full, properly or on time.
Art. 7 - Retention of title.
7.1. All goods delivered shall remain the exclusive property of the Seller until such time as the Buyer has complied with all obligations arising from or related to agreements under which the Seller has undertaken to deliver, including claims relating to penalties, interest and costs, including costs of loss of value and/or repossession of delivered goods. Until that time, the Buyer shall be obliged to keep the goods delivered by the Seller separate from other goods and clearly identified as the Seller's property and to properly insure the goods and keep them properly insured and shall not proceed to treat or process the goods.
7.2. If the Buyer fails to comply with any obligation to the Seller pursuant to paragraph 1 of this article, or if there is a well-founded fear that the Buyer will not comply with the aforesaid obligations, the Seller shall be entitled, without notice of default being required, to immediately take possession of the delivered goods, wherever they may be located. The costs of this will be charged to the Buyer.
7.3. The seller shall provide the buyer with title to the goods delivered at the time the buyer has fulfilled all its obligations to the seller as mentioned in paragraph 1 of this article, subject to the seller's pledge, for the benefit of other claims the seller has against the buyer. The Buyer shall at the Seller's first request cooperate with any actions required in that context.
Art. 8 - Dissolution
8.1. Seller is entitled to dissolve this agreement with immediate effect, without judicial intervention being required, and without being liable to any compensation for any damage whatsoever, by registered letter, if:
a. Buyer refuses to pay in advance or provide adequate security upon first request in the circumstances referred to in Article 2 Section 4;
b. Buyer applies for a moratorium, Buyer files its own bankruptcy petition or if a third party files a petition to declare Buyer bankrupt or Buyer is dissolved;
c. Buyer dies;
d. Buyer does not, not completely, not properly or not timely fulfill any obligation to Seller under the Agreement and, despite a request to do so, has failed to remedy the default within 7 days of such request.
8.2. Furthermore, only after the force majeure on the part of the Seller as referred to in Article 2.5 has lasted for more than six (6) months, either the Buyer or the Seller may terminate the Agreement by registered letter and only for that part of the obligations that have not yet been performed. In that case, the parties shall not be entitled to compensation for any loss suffered or to be suffered as a result of the dissolution.
Art. 9 - Return shipments
9.1 A request for return can only be accepted if timely, written request is made at the sole discretion of the seller. The request must clearly state the reason for the return. A request for return may not be made later than within 30 days after receipt of the delivered goods can only be made in consultation with - and under conditions of - the seller.
9.2 Returns will only be accepted in original and undamaged packaging.
9.3 Returns will be returned or returned by or on behalf of Buyer.
9.4 Return costs shall be borne by the buyer.
9.5 Items not supplied from the seller's stock, and thus made as custom-made items, can be returned only with the permission and under the conditions of the seller's supplier.
9.6 Items with a value of less than 15, - ex VAT cannot be returned.
Art. 10 - Disputes.
10.1. All disputes that may arise between the parties will be settled by the competent court in the Netherlands within whose jurisdiction the Seller's place of business is located, unless the law has declared another court competent by mandatory rules of law.
10.2. Insofar as these terms of delivery are also drawn up in a language other than Dutch, the Dutch text shall always be decisive in the event of differences.
Version: Oosterwolde March 1, 2021
