Article 1 - General
These terms and conditions apply to any transaction with Double "R" Trading B.V., hereinafter :"DRT", in particular the sale and delivery of goods and the rendering of services to other parties. Any variation will only be effective if and in so far as confirmed in writing by DRT.
Article 2 - Offer, contract and price
1. All offers and quotations are without engagement.
2. If a price has been stipulated in variation from the provision under 1 of this article, DRT is entitled to pass on a price increase without the other party being entitled to dissolve the contract / the transaction. However, if the other party is a natural person who does not follow a trade or run a business (consumer) , and the price increase is effected within three months after the conclusion of the contract, the other party is entitled to dissolve the contract within ten days after being notified of the price increase.
3. The repair duration respectively the duration of the work, is indicated by approximation only.
4. For purchase , repair and other transactions , the stipulated delivery date is presumptive.
5. In the event of a transaction between entrepreneurs, DRT does not undertake to have it executed as long as not confirmed in writing by DRT.
6. The prices of DRT are ex works or warehouse, exclusive of dispatch and freight charges and possible insurance costs, unless otherwise stipulated in writing.
7. The copy signed by the buyer or the other party or the consignee designated by the other party in respect of an advice of dispatch , freight letter, receipt or acknowledgement, furnishes evidence that the delivery indicated thereon has been received by the consignee in a full andÂ good condition, unless the opposite is shown in a dated and signed notice of the consignee on the document in question.
8. Deliveries are not free of charge, unless expressly otherwise stipulated in writing.
Article 3 - Passing on the risk
Subject to delivery conditions (ex works, free domicile, et cetera) , the risk of the purchased goods passes on the buyer as soon as the contract has been concluded, in any way as from the moment, in which the goods have left the warehouse of DRT or , at delivery ex works, have left the warehouse of the factory.
Article 4 - Force majeure
1. If is appears that the failure of DRT to perform a contract results from force majeure, DRT is entitled to dissolve the contract , in so far as the latter has not yet been performed , by means of a written statement and notification to the other party of the circumstances which make a further performance difficult or impossible.
2. Force majeure shall mean to include among others:
- war, civil war and riots, also outside the Netherlands , full or partial mobilisation;
- fire or other disturbances at DRT;
- change in exchange rates relevant to the contract or change in other factors that also determine the prices calculated by DRT;
- cease of production of the purchased product;
- transport difficulties, industrial or other collective actions, blocking , exclusion;
- theft or embezzlement from warehouses , workshops or means of transport of DRT and similar circumstances and events;
- non-delivery or late delivery by suppliers to DRT;
- non-performance or late performance of activities DRT has contracted out;
- import and export bans;
- measurements taken by Dutch and/or alien governments bodies, which make the performance of the contract more difficult and/or expensive than was foreseen at the conclusion of the contract, as well as any (other) circumstance due to which the normal course of affairs with DRT is hindered, as a result of which the fulfilment of the contract / transaction reasonably may not be required from DRT.
Article 5 - Payment
1. Unless otherwise agreed with written consent by DRT, payment has to take place in cash and prior to the obligation or at the performance of the obligations vested with DRT pursuant to the contract, without any discount or, if a transaction between entrepreneurs is concerned , invoking settlement.
2. At the transaction or purchase /orders on invoice , payment has to be made within a fortnight after the date of invoice at the latest, without any discount or invoking settlement. If the other party is a natural person who does not follow a trade or run a business , payment has to be made ten days after the date of invoice at the latest, without any discount.
3. The other party undertakes to pay on time the money that accrues to DRT, failing which the other party is in default. In the event of non-payment or late payment , all costs, in particular judicial and extrajudicial costs, including the costs incurred by DRT for (legal) advice in order to collect the amount due by the other party, are for the account of the other party.
Extrajudicial costs shall be fixed at a minimum of 15% of the principal sum due, without prejudice to the right to recover the actual costs, should those exceed the principal sum. If the deadline has expired , the other party owes legal interests increased by 2% until the day of final payment to DRT.
Article 6 - Cancellation
1. The other party is entitled to cancel the purchase agreement. Cancellation must be in writing. The other party undertakes to compensate all damages to DRT, which the latter has suffered as a result of cancellation within one week after the date of cancellation. This damage shall be fixed at 15% of the purchase price of the cancelled order.
If the other party has not paid this compensation within one week , DRT shall be entitled to notify the other party in writing that it requires the fulfilment of the concluded agreement. In that case, the other party can no longer invoke the cancellation. The obligation of the other party to pay this compensation is a debt as referred to in article 5 of these terms and conditions, for which the time of payment has been expressly stipulated.
2. The right to cancellation expires if DRT has already purchased the good for the user.
Article 7 - Complaints
1. Complaints of whatever nature do not entitle the other party to a decrease of the payment obligation. Complaints against delivered goods are only accepted if these have been submitted in writing to DRT after receipt of the goods within 48 hours at the latest, unless otherwise stipulated. If the complaint is considered well-founded , DRT undertakes, at its option, either to have the goods replaced or repaired free of charge or the offer the buyer a reasonable price-decrease.
2. No complaint is accepted if the other party has tried on its own to have it revoked or has proceeded to further delivery, whereasÂ DRT could have observed the alleged defect by means of verification.
3. Complaints must be noted down on the advice of dispatch , freight letter, receipt or other acknowledgement immediately at the delivery of the purchased goods to the other party or to the other party or to the third party designed by the latter, failing which the other party is considered to have accepted the purchased goods.
4. The goods sold by DRT are only warrented if and so far as noted down on the warrant forms and under the conditions listed on those forms submitted to the other party.
5. If no warrant forms are made available, DRT shall not be bound to any further-reaching warrant in respect of the goods it has bought from third parties than those it has acquired from the third party in question.
Article 8 - Retention of title
1. As long as the goods and possible additional costs have not been fully paid by the other party, the goods remain the property of DRT , which is entitled to take them back and to sell them to others at any and all times and without judicial intervention.
2. As long as the goods have not become the property of the other party, the other party shall be bound to conclude the insurance policies possibly prescribed by the law in respect of the use of the good. Furthermore , the other party shall be bound to have the delivered good maintained at its own expense. DRT shall not be bound to any indemnification of the other party for the latter's liability as owner of the good. On the other hand, the other party shall indemnify DRT against any and all claims that third parties should have on DRT and which could be related to the retention of title.
3. The other party is not entitled to transfer, pledge or use the goods as security that are not paid of not fully paid to third parties or to transfer (in another way) rights on these goods to third parties.
4. If and in so far as the other party acts contrary to clause 3 of this article, the other party is bound immediately , if required , to assign the claim it has on the mentioned third parties to DRT with the authorisation to have the deed of assignment served to these third parties.
Article 9 - Liability
1. DRT is not liable for any damage of whatever nature that is not covered by the (liability) insurance concluded by DRT.
2. DRT is not liable for any damage caused by employees and /or auxiliary persons.
3. Apart from the provision in clause 1 and 2 of this article, the liability of DRT is restricted to an amount equal to the interest of the transaction concerned.
4. The other party accepts now for then the increased risk on possible damages of whatever nature, due to and /or entailed on the use of the good purchased by the other party from DRT.
Article 10 - Conflicts
1. Any and all transactions with DRT, in particular the sale and delivery of goods and the rendering of services for other parties, shall be governed by Dutch law.
2. For the settlement of a dispute related to or arishing from transactions concluded with the other party , the court which has jurisdiction according to the law is competent or, at the option of DRT, the court in Rotterdam. If the other party is a natural person who does not follow a trade or run a business, DRT shall, if DRT opts for the court in Rotterdam for the settlement of the dispute, notify this in writing to the other party. If the other party has stated within one month after this notification to DRT to opt for the court which has jurisdiction according to the law, this court has exclusive jurisdiction.
Article 11 - Final provision
For explanations in respect of nature, contents and purpose of these terms and conditions , irrespective of the language in which they are set up, the Dutch version, with the exclusion of any other language, shall prevail.