1.1 In these general conditions:
a. Roland Equipment B.V.; with its registered office in Hardenberg,
the Netherlands, hereinafter to be referred to as RE.
b. Contract; means an agreement for the sale, delivery, transport and/or inspection of the Machines and/or machine parts and/or Equipment by RE to Contractor.
c. Contractor; means any person legal or natural, that has
concluded a contract (on any subject) with RE, or wishes to do so.
d. Quotation; means any written offer for the sale, delivery, transport and/or inspection of the Machines and/or machine parts and/or Equipment by RE.
e. General Conditions; means these general conditions.
2.1 These General Conditions shall apply to all Quotations
and Contracts concluded by RE, regarding the sale and delivery of the Machines/Equipment.
2.2 Additions or exceptions to these General Conditions are only legally binding when agreed in writing.
2.3 The rights and obligations arising from a Contract between RE and Contractor may not be transferred to third parties, without the written consent of the other Party.
2.4 Any general conditions put forward by Contractor shall not apply; They are expressly not accepted by and shall not be binding to RE.
2.5 RE is entitled to change these General Conditions unilateral, therefor without the consent of Contractor.
2.6 If the Machine that has been sold to Contractor can not, for whatever reason, be delivered, RE is entitled to deliver a different Machine, provided that the specifications of the Machine are roughly comparable with the specifications in the Contract.
3.1 All quotations are valid for a period of 8 days after the date of the Quotation.
3.2 Quotations are not binding on RE.
3.3 The machines offered by RE shall meet the specifications as set out in the Quotation.
3.5 A Quotation which contains a time-limit may be revoked by RE within 2 days after the date of the Quotation, without any right for the Contractor to compensation or damages.
4.1 A Contract between RE and Contractor shall be concluded and take legal effect after RE has confirmed (the contents of) the Quotation in writing.
4.2 The contents of the Contract shall be determined by the confirmation of the Quotation by RE and these General Conditions.
4.3 The confirmation of the Quotation can only be issued in writing, by email, letter or fax.
5.1 All purchase prices which RE charges are the prices applicable at the time of the Quotation.
5.2 All the purchase prices mentioned do not include VAT and other costs, such as levies an tariffs.
5.3 Where after making a Quotation, a change occurs to (one of the factors determining) the price mentioned in the Quotation, RE shall be entitled to adjust the price accordingly.
5.4 The purchase price applicable shall be the price confirmed by the confirmation of the Quotation by RE.
6.1 Contractor shall be obliged to full payment in advance. RE is entitled to suspend its obligations under the Contract in case Contractor has not fully met with its payment obligations.
6.2 Contractor is obliged to pay the purchase price within 8 days or before transport/delivery.
6.3 Whenever the Contractor does not make the payment within the agreed term and/or not in accordance with article 6(.1) and/or article 6(.2), he shall be in default, without any further notification.
6.4 The obligation to pay within the agreed term remains in effect even if the date of delivery shall be postponed for 30 days.
6.5 With respect to article 6(.3), RE shall, in case the payment has not been made within the agreed term, then be authorized to charge the legal commercial interest rate, as specified in article 6:119a of the Netherlands Civil Code (Burgerlijk Wetboek, BW).
6.6 With respect to article 6(.3), in case the payment has not been made within the agreed term, any adverse exchange rate difference shall be for the account of Contractor. Reference dates are the due date of (the invoice) and the date on which the full payment is received by RE.
6.7 The payment must be made without any discount and/or adjustment(s) and/or counterclaim etc. Contractor shall, in all cases, never be entitled to suspend its payment obligations and/or to settle it with any counterclaim.
6.8 Any payment in cash shall not be accepted by RE.
7.1 The date of delivery mentioned in the confirmation of the Quotation shall be non-binding to RE. All dates of delivery shall never be a deadline (“fatale termijn” according to article 6:83a of the Netherlands Civil Code (Burgerlijk Wetboek, BW).
7.2 The agreed time of delivery shall be based on the circumstances as foreseen at the time of the conclusion of the Contract.
7.3 In the event that delivery is prevented by unforeseen circumstances RE shall be entitled (1) to extension of the period for delivery for the term of impediment, or (2) to terminate the Contract without being obliged to pay any damages or costs to the Contractor as a result of the termination.
8.1 Delivery shall take place according to CIF (harbor agreed destination) Incoterms 2020® CIF, unless otherwise agreed in the contract.
8.2 This article (8) shall not prejudice RE’s retention of title as set out under article 9.
9.1 The title to Machines (the property rights) delivered by RE to Contractor shall remain with RE until full and final settlement of all amounts payable under the Contract between RE and Contractor. As long as all amounts payable under the Contract are not full and final settled, the Contractor is not entitled to use the Machines, hand it over to any other party, sell the Machines, give any right to any third party with regard to the Machines, etc.
10.1 Price revisions of more than 5% percent, shall allow Contractor to cancel the agreement.
10.2 With respect to article 10(.1) the Contract can only be cancelled by Contractor in writing within seven days of receipt of the notification from RE thereof. In that case, Contractor is obliged to compensate the costs that RE has made until the date of termination.
10.3 A cancellation of the agreement shall not give the Contractor any right to compensation or damages.
11.1 The machines supplied by RE shall only meet the specifications as set out in the quotation.
11.2 With respect to clauses 11(.1) above, RE does not give warranty of any kind on the Machines offered.
12.1 RE’s liability is restricted to direct loss or damage, whether caused by breach of contract, tort or otherwise.
12.2 RE’s liability shall be limited to the invoice value of the respective delivery.
12.3 In all cases, the liability of RE shall always be limited to the insured amount to the extent that an amount will actually be paid under the insurance agreement by the insurance company of RE.
13.1 Dutch Law is exclusively applicable to these General Conditions, as well as to all Quotations and Contracts to which these General Conditions apply.
13.2 The Vienna Convention is not applicable with respect to these General Conditions, nor to all Quotations and Contracts.
13.3 All disputes arising from these General Conditions or in relation to the performance of the Contracts will exclusively and in the first instance be brought before the (President of the) District Court Overijssel, location Zwolle (rechtbank Overijssel, locatie Zwolle).