GENERAL SALES TERMS AND CONDITIONS OF REFORAC B.V. – WWW.REFORAC.COM
1.1 These general sales terms and conditions (including any documents referenced herein and any other special terms and conditions confirmed by us in writing, together the “Terms“) apply to all relationships between Reforac B.V., registered office at H.W. Mesdaglaan 7, 2102 BB Heemstede, the Netherlands (Chamber of Commerce reg. no. 63191814) (the “Seller”) and the customer (the “Customer”). Please read these Terms carefully before you submit your order to us.
- QUOTATIONS AND ORDERS
2.2 An Agreement will only arise if and when Customer’s order is confirmed by Seller in writing, or the order has been executed by Seller. Seller is not obliged to accept any orders and may reject orders at its discretion.
2.3 If the Products are no longer available, even after the order has been confirmed, Seller will inform Customer and Customer may either order another Product or cancel the order. Any payment already made for such cancelled order will be refunded as per these Terms.
- PRICES AND PAYMENT
3.1 All prices shown on Seller’s website are in Euro’s and exclusive of VAT. If prices are inclusive of VAT, this is clearly stated in the offer.
3.2 Payment shall be made when placing the order. All credit card and debit card holders are subject to validity checks and authorization by the card issuer. If the issuer refuses to authorize payment, Seller may reject an order. If the Customer is a consumer, the Customer may choose to pay all or the remaining amount upon delivery of the Product.
3.3 For late payments, Customer is due the applicable commercial statutory interest as of the payment due date stated in the first reminder. In addition, Seller may charge Customer reasonable fees incurred in trying to obtain payment, of at least 15% of the amount owed by Customer, with a minimum of EUR 150,-.
3.4 Solely Customer is responsible for payment of any taxes, levies and duties, and any other governmental fees associated with the Products as ordered by it. Customer will at its own costs obtain all permissions and licenses necessary for importing, storing and/or using (in any way) the Products in the country relevant to it and comply with all applicable laws and regulations in relation to the Customer handling and using the Products.
- DELIVERY AND RISK
4.1 The Products will be delivered at the address indicated by Customer in the order. The Products are considered delivered when accepted by or on behalf of Customer at the delivery address. If Customer fails to accept the Products upon delivery, Seller will contact Customer for further instructions and may charge Customer for storage costs and any further delivery and/or transportation costs.
4.2 Off-loading of the Products shall be Customer’s responsibility and Seller is not liable for damage to the Products resulting from the off-loading even if Seller’s employees are requested to assist in the off-loading.
4.3 Seller remains owner of the Products until Customer has made the required payment in full. After delivery but before payment has been made in full, Customer is responsible to keep the Products safe and undamaged. If Customer has not made the payment timely and/or in full, Seller may at any time reclaim and collect the Products, to which Customer will provide all cooperation (including access to Customer’s premises). If Seller reclaims the Products under this clause, the Agreement is rescinded. This does not limit Seller’s right to claim damage and interests. If Customer has paid the Products prior to their delivery, Seller holds the Products for Customer until delivery. Title to the Products will pass to Customer upon full payment having been received by Seller.
4.4 Seller will make reasonable efforts to meet any delivery times/dates as stipulated. However, such times and dates are estimates only and cannot be guaranteed. Seller is not liable for any damage Customer may incur due to late delivery.
4.5 A delivery note signed by or on behalf of Customer shall constitute prima facie proof that the Products have been delivered to and received by Customer in good condition.
- DEFECTS AND REMEDIES
5.1 Customer should inspect the Products for defects immediately upon delivery and notify Seller of any defects to the Products within seven (7) days after delivery. Failing notification, the Products shall be deemed to be complete in all respects and without any defects, and Seller shall not under any circumstances be liable for any defects, shortages in delivery or failure of the Products complying with Customer’s specifications.
5.2 Seller is not liable for defects to the Products due to any of the following by or on behalf of Customer: use for other than the intended purpose, improper or incorrect use, careless handling, use of unsuitable auxiliary materials, non-observance of instructions, and modification of the Products without prior consent from Seller.
5.3 If the Products are defective and this is attributable to Seller, Seller’s liability shall be limited to replacing such Products upon receiving the defective Products in return. Customer will return the defective Products to Seller as per Seller’s instructions and at the expense of Seller.
5.4 If there is short delivery, Seller’s liability shall be limited to delivery of the missing quantity as soon as it is reasonably possible. If the agreed quantity will not be available, Seller may cancel the missing part of the order upon refunding the corresponding amount to Customer.
5.5 Customer agrees that the remedies stated in this clause 5 (“Defects and Remedies”) are the only remedies Customer has in respect of defective Products or short deliveries.
6.1 Seller intends to display the Products and its details (such as size, weight, quantity and contents) as accurately as possible but cannot guarantee that the images of the Products are an accurate representation of the actual Products. Customer cannot derive any rights from such information provided by Seller.
6.2 Seller gives no guarantees or warranties and makes no representations, whether explicit, implied or statutory, with regard to ownership, third party rights and fitness of the Products for a particular purpose.
- LIMITATION OF LIABILITY
7.1 Liability of Seller for any damage incurred by Customer under the Agreement is limited to the remedies offered to Customer in these Terms. Any other liability of Seller is excluded, unless such damage is due to Seller’s gross negligence or wilful intent. If Customer is a consumer, the liability of Seller is excluded/limited to the extent such is permitted under applicable law.
- CANCELLATION AND RETURNS
8.1 Seller may cancel any orders upon written notification to Customer. In that case, Seller will refund the payment made by Customer for the cancelled order.
8.2 Customer may not change or cancel any order, unless (i) as per clause 8.3 hereof, (ii) specifically agreed to in writing by Seller, or (iii) due to force majeure as per clause 11 (“Force Majeure”).
8.3 Only if Customer is a consumer, Customer may cancel an online order within 14 (fourteen) days after the Customer has received the Product. The Product should be returned to Seller at the risk and expense of Customer and should be in its original packaging and condition, and with all accompanying materials included.
Customer acknowledges that its right to cancel will be lost as soon as Customer uses the Products or has broken (the seal on) the packaging, even if this is within the 14 day cancellation period. The consumer Customer can cancel the order as follows, and by providing the order number, name, address and cancellation request via:
- phone at +31 (0)20 – 211 7187 or email at firstname.lastname@example.org,
- regular mail to Reforac B.V., Cruquiuszoom 29, 2142 EW Cruquius, the Netherlands, or
- the cancellation form in the format included on our website.
- Upon receipt of the order cancellation, and without the Products being exchanged for another Product, Supplier will reimburse to the consumer Customer the purchase price and initial delivery costs (if any) as soon as possible but in any case within fourteen (14) days of receipt of the cancellation. In the event of an exchange, the purchase price of the exchanged Product will be set off against the purchase price of the returned Product. Depending on the amount, an additional payment for the exchanged Product may be required from Customer.
- The consumer Customer may not cancel its order for Products that are not pre-fabricated and have been made pursuant to specific instructions of the Customer.
9.1 Either party may terminate (including rescind (in Dutch ‘ontbinden’)) the Agreement if:
- the other party has requested a suspension of payments or bankruptcy, or either has been granted to it, or the Dutch Natural Persons Debt Rescheduling Act applies to a consumer Customer;
- the other party fails to meet any of its obligations under the Agreement and has not cured such failure within 14 (fourteen) days of having been notified thereof in writing, provided that the failure is capable of being cured;
- the other party is being dissolved, liquidated or otherwise ceases to operate its business for at least 6 months.
- INTELLECTUAL PROPERTY RIGHTS
10.1 REFORAC is a registered trademark and trade name of Seller. Seller holds all intellectual property rights to the Products, designs, descriptions, user instructions, samples, contents of the website, and other materials provided by Seller under the Agreement.
10.2 The Agreement does not transfer or otherwise grant any intellectual property rights to Customer, unless otherwise agreed in writing.
- FORCE MAJEURE
11.1 If and to the extent a party’s performance of its obligations under the Agreement is hindered or delayed, totally or in part, by circumstances beyond that party’s reasonable control, that party shall not be liable. The party suffering the force majeure event, shall give the other party prompt notice of the cause of the hindrance or delay. If, due to such delays, the performance of the Agreement by the affected party is or will be delayed for more than sixty (60) days, the other party may terminate the Agreement.
13.1 Seller may change these Terms at any time. By placing an order Customer agrees that the latest version of these Terms applies to the order. It is Customer’s obligations to regularly check Seller’s website for the most up to date version of the Terms.
13.2 Failure by a party to enforce any provision of the Agreement shall not be a waiver of any right hereunder. A waiver must always be done explicitly and in writing.
13.3 Any deviation from the Agreement must be done in writing and signed by authorized representatives of both parties.
13.4 If any part of the Agreement is invalid or unenforceable, that part shall be replaced by a valid term. This shall not affect the other provisions of the Agreement, which will remain in full force and effect.
13.5 References to writing also include email, unless stated otherwise.
13.6 Any terms and conditions of Customer are explicitly rejected and do not apply to the Agreement.
13.7 Customer may not transfer any of its rights or obligations under the Agreement to another party/person without Seller’s prior written consent, which shall not be withheld unreasonably. Seller may transfer its rights and obligations under the Agreement to a third party, for which Customer hereby in advance grants its consent.
- GOVERNING LAW AND DISPUTE RESOLUTION
14.1 These Terms and the Agreement are governed by the laws of the Netherlands without regard for conflict rules under Dutch private international law. The applicability of the United Nations Convention on the International Sale of Goods (Vienna Convention of 11 April 1980) is explicitly excluded.
14.2 If Customer is based in the EU, any disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court of Amsterdam, the Netherlands. If Customer is a consumer who wishes to bring the dispute before another competent Dutch court, it shall inform Seller thereof in writing within one (1) month after Seller having informed Customer consumer that it wishes to invoke this sub-clause 2, in the absence of which notification from Customer the competent court of Amsterdam, the Netherlands shall have exclusive jurisdiction.
14.3 If Customer is based outside the EU (including the UK), any disputes arising out of or in connection with the Agreement shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Amsterdam, the Netherlands. The language to be used in the arbitral proceedings shall be English. The dispute shall be decided in accordance with the laws of the Netherlands. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided for in Article 1046 of the Dutch Code of Civil Procedure, shall be excluded. This clause shall not limit the right of Seller to initiate proceedings against Customer in any other jurisdiction, nor shall it preclude Seller from applying for injunctive relief in summary proceedings before any competent court.