GENERAL TERMS AND CONDITIONS OF DELIVERY OF ROHE FRAMES B.V.

 

Article 1: Definitions

 

Supplier: the private limited liability company Rohe Frames B.V. with its registered office in Amsterdam, the Netherlands, and principal place of business at Herengracht 476 (1017 CB) Amsterdam, registered with the Chamber of Commerce under number 82281734 and all affiliated companies;

Buyer: a natural person who does not act in the course of his profession or business and who contacts the Supplier in connection with a possible contract to be concluded or has concluded a contract with the Supplier;

Offer: any offer made by the Supplier for the sale and delivery of Products on the Website;

Order: any order placed by the Buyer for the sale and delivery of Products by the Supplier to the Buyer;

Contract: the contract concluded between the Supplier and the Buyer with respect to the sale and delivery of Products;

Product(s): the product(s) sold and/or delivered by the Supplier to the Buyer;

Parties: the Supplier and the Buyer jointly;

Terms and Conditions: these general terms and conditions of delivery;

Website: the website www.roheframes.com and/or any other website used by the Supplier to run a webshop, among other things. 

 

Article 2: Applicability 

 

1. The Terms and Conditions apply to all legal relationships in which the Supplier acts as a (potential) seller and/or supplier of Products, including all offers made by the Supplier with respect to Products and Orders and the acceptance thereof by the Supplier, insofar as the Parties have not expressly derogated from the Terms and Conditions in writing.

 

1. If and insofar as the Contract contains provisions derogating from the Terms and Conditions, the provisions of the Contract will prevail.

 

1. If there is any conflict between or lack of clarity about translations of the text of these terms and conditions, the Dutch text will always prevail.

 

1. If a provision of these terms and conditions is void or voided or the parties are unable to rely on such provision for other reasons, the Supplier is entitled to replace it with a provision that is valid and enforceable, taking the purpose and meaning of the original provision into account as far as possible. In that case, the other provisions will remain in full force. 

 

Article 3: Offers and formation of contracts

 

1. All offers made by the Supplier, in whatever form, are subject to contract. They will not bind the Supplier and only serve as an invitation to place an Order, unless otherwise stated by the Supplier in writing. This also applies to all catalogues, brochures, price lists and suchlike published by the Supplier.

 

1. If a period of validity is mentioned in an Offer, this Offer may only be accepted within this period. 

 

1. Any specifications of colours, weights, density, quantities and other descriptions in catalogues, brochures, promotional material and/or on the Website are as accurate as possible, but only serve as indications. The Buyer cannot derive any rights therefrom.

 

1. The Contract is concluded when the Buyer accepts the Supplier's Offer by placing an Order and complying with the conditions set. The Supplier will immediately confirm receipt of the Order and the formation of the Contract by electronic means. 

 

1. Supplier is only bound by any subsequent additional agreements or changes as well as agreements and/or promises (verbal or otherwise) made by staff members of the Supplier or made on the Supplier's behalf by sellers, agents, representatives or other intermediaries, if and insofar as these have been confirmed in writing by the Supplier (or by persons authorised to do so). 

 

 

 

Article 4: Prices 

 

1. All prices stated by or agreed with the Supplier are in euros, including VAT, other government levies, costs of packaging, insurance and suchlike. The prices are exclusive of dispatch costs. The amount of the dispatch costs become visible on the Website during the ordering process, before payment is made and therefore before the final placement of the Order.  

 

1. The prices of the Products are the prices as shown on the Website and/or in the Offer, subject to price changes as a result of changes in VAT rates. 

 

  

Article 5: Payment 

 

1. After finalizing the Order, the Buyer will make payment into a bank account specified by the Supplier. Payment must be made in euros, unless expressly otherwise agreed in writing. 

 

1. If payment is made by VISA/MasterCard, the Supplier is entitled to check the validity of the card, to check the spending limit available for the debiting of the total amounts and to check the correctness of the Buyer's address details. The Supplier reserves the right to refuse the purchase.

 

1. Supplier charges a fee to Buyer for payments via Paypal. The amount of the fee becomes visible on the Website during the ordering process, before payment is made and therefore before the final placement of the Order. 

 

1. The Buyer may also use iDeal. In that case, the Buyer makes immediate payment via their own bank, during the ordering process. Any costs related to the use of iDeal are borne by the Buyer.

 

Article 6: Delivery 

 

1. Products will be delivered at the address specified by the Buyer.

  

1. The Supplier effects delivery within 30 (thirty) days, unless a different delivery period has been agreed upon. The delivery period (agreed or otherwise) starts when the Supplier has received payment from the Buyer. 

 

1. The Supplier always uses the following indicative delivery periods, whereby Orders that are placed on working days before 2.00 pm are dispatched that same day and Orders that are placed during the weekend or on public holidays are dispatched the next working day:

 

• The Netherlands (zone 1): 1 – 2 working days;
• EU Member States (zone 2): 2 – 6 working days;
• Norway and Switzerland (zone 3): 3 – 6 working days;
• Other countries (zone 4): 8 – 10 working days.

 

The above indicated delivery terms do not count as the final and definitive lead-times as referred to in article 6:83 sub a of the Dutch Civil Code. The terms mentioned above are not binding and are indicative by nature. The delivery terms and dates mentioned by or agreed with Supplier are determined to the best of its knowledge on the basis of the information known to it at the time of entering into the Contract. 

 

1. Orders may be subject to additional government (import) duties and fees at the customs authorities of the country of destination. These duties and fees must be paid by the Buyer. The Buyer can consult the shipping policy on the Website for an indication of these duties and fees. The Supplier cannot estimate or control the amount imposed upon delivery.

 

1. If the Buyer refuses delivery of the Order due to a customs charge, the Products will be considered abandoned and disposed by the shipping carrier. In that case the Order is not eligible for any refund. The Supplier is not liable for loss of the Products or any additional costs as a result of the refusal by the Buyer.

 

1. If the delivery is delayed or if an Order cannot be executed or can only be executed in part, the Buyer shall be informed within 30 days after having placed the Order. In that case, the Buyer is entitled to dissolve the Contract free of charge. If the Buyer dissolves the Contract for the reason mentioned above, the Supplier refunds the amount paid by the Buyer.

 

1. The Supplier is entitled to make partial deliveries.

 

1. Unless the Parties agree otherwise, the Products are dispatched in a manner to be determined by the Supplier. The Supplier is not liable for any damage whatsoever related to the dispatch of the Products.

 

1. The Buyer guarantees that the delivery address agreed upon is correct and complete and that the Products can actually be delivered at that address. If delivery of the Products appears to be impossible, the Supplier is at liberty to deliver the Products, at the Buyer's risk, at the most suitable location - in the opinion of the Supplier and/or its transporter - in the immediate vicinity of the delivery address agreed upon, or to take the Products back at the Buyer's risk and expense, possibly store them elsewhere and/or possibly deliver them at a later time.

 

1. The risk of the Products to be delivered passes to the Buyer when the Products are actually available to them or to a third party designated by them (not being the carrier). 

 

Article 7: Reflection period

 

1. As the Contract was concluded via the Website the Buyer has a reflection period (herroepingstermijn) of 14 (fourteen) calendar days, within which the Buyer may dissolve the Contract without stating any reason. 

 

1. The reflection period referred to in paragraph 1 commences the day after the Buyer, or a third party who has been designated by the Buyer in advance and who is not the carrier, has received the Product, or, if the Buyer has ordered several Products in one order, the day on which the Buyer, or a third party designated by them, has received the last Product. The Supplier has the right to refuse an order of several Products with different delivery periods.

 

1. If the right of withdrawal is exercised and the Contract is therefore dissolved, the Products to which the dissolution pertains shall be returned to the Supplier not later than 14 days after the right of withdrawal has been exercised. After having received the returned Products, the Supplier will refund the purchase price paid for the returned Products and any delivery costs to the Buyer. 

 

Article 8: Obligations of the Buyer during the reflection period and right of withdrawal

 

1. During the reflection period, the Buyer shall handle the Product and its packaging with due care. The Product may only be unpacked to the extent required in order to determine the nature, features and functioning of the Product. The Buyer may only use and inspect the Product as he would be allowed to do in a physical point of sales.

 

1. Products that are not in the same condition as the state of delivery or that have been used will not be exchanged or refunded. At all times the Buyer is liable for any decrease in the value of the Product as a result of handling the Product in a way that extends beyond the handling permitted in paragraph 1.

 

1. If the Buyer wishes to exercises their right of withdrawal, they must provide Supplier with an unambiguous statement (eg. in writing by post or e-mail) of their decision to revoke the Contract. The Buyer may use the withdrawal form provided by the Supplier but is not obliged to do so. All Products must be returned to the Supplier in its original packaging (price tags, labels, etc. attached to the Products may not be removed) not later than 14 days after the right of withdrawal has been exercised. 

 

1. The Buyer returns the Product along with all accessories delivered, in its original state and packaging and in accordance with the instructions given by the Supplier. This means that any returned Products must be newly manufactured, undamaged, unworn and unwashed. The Products shall still bear all original labels and hangtags as attached thereto by the Supplier. The costs of any missing Products and damaged packagings and/or Products are for the account of Buyer and shall be reimbursed by the Buyer to the Supplier.

 

1. The Buyer must pay the shipping cost for returning the products in accordance with their right of withdrawal as mentioned in Article 7. The Supplier is not obliged to reimburse such costs. If the Buyer uses the return label provided in the order box (available for EU countries only), the Supplier will deduct the price for the return shipping from the refund.

 

1. If the Buyer is situated outside of the EU, the Buyer is obliged to pay all shipping costs incurred for the initial purchase or return of the Products. The Supplier is not obliged to reimburse these shipping costs.

 

 

 

Article 9: Obligations of the Supplier in case of a withdrawal

 

1. The Supplier reimburses all payments made by the Buyer for the Product(s) returned and will do so immediately, but within 14 days following the day on which the Buyer reports the withdrawal to the Supplier. The Supplier is entitled to delay its repayment until it has received the Product or until the Buyer demonstrates that they have returned the Product, whichever is the earliest.

 

1. The Supplier is entitled to refuse any Products returned or only refund part of the payments received from the Buyer if the Products are not in their original packaging, have been processed or used (other than necessary in order to determine the nature, features and functioning of the goods) and/or are damaged. The Supplier then notifies the Buyer immediately after receipt of the Products.

 

1. The Supplier is not obliged to reimburse any additional costs incurred because the Buyer has expressly opted for a delivery method other than the least expensive standard delivery method offered by the Supplier.

 

Article 10: Complaints

 

1. Any defects which were not visible on the outside at the time of delivery must be reported
   by the Buyer to the Supplier timely after such defects have become apparent, or the
   moment when these could reasonably have been discovered. The complaint must be filed in writing, along
   with a detailed description of the complaint and defect(s).

 

1. When requested, the Buyer provides the Supplier with all information the
   Supplier deems relevant in this respect.

 

1. Any of the Buyer's claims against the Supplier relating to defects in Products delivered lapses if the Buyer failed to handle, use or store the Products correctly, or handled, used or stored the Products under circumstances other than envisaged by the Supplier.

 

Article 11: Liability 

 

1. Without prejudice to the provisions of Article 10 of these Terms and Conditions, the Supplier's liability for loss suffered by the Buyer is limited to the provisions of this Article.

 

1. The Supplier is not liable for any damages, of whatever nature, caused by the Supplier having used incorrect and/or incomplete data provided by or on behalf of the Buyer.

 

1. The Supplier is never liable for any consequential loss (indirect loss) suffered by the Buyer. Consequential loss is understood to include loss of profits, losses suffered and costs incurred, as well as missed orders and lost savings, loss due to interruptions of production or operations or stagnation.

 

1. Should the Supplier be liable for any loss, the Supplier's liability is limited to no more than three times the invoice value of the relevant Contract, or to the part of the Contract to which the liability pertains.

 

1. The limitations of liability included in this Article does not apply if and insofar as the Supplier's liability for the relevant loss is insured and payment is made under the relevant insurance policy. If the Supplier has taken out such insurance, it is not obliged to enforce any rights under this insurance if it is held liable by the Buyer.

 

1. The Supplier stipulates all statutory and contractual defences which it may invoke in order to shield itself from its own liability towards the Buyer, also on behalf of its subordinates and the non-subordinates for whose actions it is liable pursuant to the law.

 

1. The foregoing does not affect the Supplier's liability under mandatory statutory provisions.

 

Article 12: Force majeure  

 

1. A situation of force majeure exists on the part of the Supplier if the Supplier is prevented from meeting its
     obligations under the Contract as a result of circumstances that occurred through no fault or beyond the
     control of the Supplier. Situations of force majeure include, but are not limited to, war/danger of war,
     terrorism or threat of terrorism, civil war, rioting, revolution, wilful damage, fire, water damage, flooding,
     government measures, import and export barriers, defects in machinery, strikes, sit-down strikes,
     limited transport possibilities due to weather conditions and traffic congestion, suppliers and/or
     subcontractors of the Supplier and/or other third parties engaged by the Supplier failing to meet their
     obligations (or failing to do so in time) and failures in the supply of energy and water in the Supplier's
     business. 

 

1. Without prejudice to the Supplier's other rights, the Supplier is, without any notice of default being
     required and without being obliged to pay any compensation, entitled to dissolve all or part of the
     Contract if it is temporarily or permanently impossible for the Supplier to properly perform all or part of the
     Contract due to a situation of force majeure, or to suspend the (further) performance of the Contract for the
     duration of the situation of force majeure. 

 

Article 13: Intellectual property rights 

 

1. The Supplier reserves all intellectual property rights to the offers made by it, order confirmations, designs,
     images and drawings provided, images, drawings, catalogues and/or brochures published on the Website,
     and to the Products delivered within the framework of the Contract, and suchlike, irrespective of whether
     costs for the manufacturing thereof have been charged to the Buyer. Without the Supplier's express prior
     permission in writing, such data and items may not be copied, used or shown to third parties.

 

1. The Buyer is not allowed to remove, change or use any designation of copyrights, brands, trade names or  other intellectual or industrial property rights or labels from the items referred to in paragraph 1 of this article.

 

Article 14: Retention of title

 

1. Any Products supplied to Buyer remains the property of Supplier until Buyer has fulfilled all its obligations under the Contract, Order or other comparable agreements and/or has fully satisfied all claims arising from Buyer’s failure to fulfil these agreements (as stipulated in article 3:92, paragraph 2 of the Dutch Civil Code), including loss, penalties, interests and costs.

 

1. During the period referred to in Article 15.1 above, Buyer is prohibited from transferring, pawning or otherwise mortgaging the Products or to rent said Products out, lend them or release them for his control in any way whatsoever. 

 

1. Buyer shall be obliged to keep the Product(s) delivered under retention of title with due care and as the identifiable property of Supplier.

 

Article 15: Other provisions

 

1. Any deviations from and supplements to the Contract, the Order and/or the Terms and Conditions will only be valid if they have been agreed upon in writing.

 

1. The Supplier is entitled to transfer its rights and obligations arising from the Contract to a third party. If this
   situation arises, the Buyer states that he gives permission for this.

 

Article 16: Governing law and competent court 

 

1. The legal relationships between the Supplier and the Buyer, regardless of their nature, are governed by Dutch law. 

 

1. The competent court of Amsterdam shall have exclusive competence over any disputes that may arise in connection with these Terms and Conditions or the Products, unless this is contrary to mandatory law. The Supplier may depart from this rule on jurisdiction and apply the statutory rules on jurisdiction.