General terms and conditions of sale and delivery
Orders placed on www.rodger.nl are processed by Rodger BV. The data under which you place your order will only be used to ensure correct administrative processing, your invoice and the shipment of the materials via a contracted transporter.
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Article 1 DEFINITION
- These General Terms and Conditions describe the sales and delivery provisions of Rodger BV, hereinafter referred to as RG, established at Langakker 5-C 5371 EV Ravenstein, The Netherlands. In these General Terms and Conditions, Client/Purchaser/Client is understood to mean: every natural or legal person with whom purchase agreements for the delivery of products are concluded, as well as on whose instructions and at whose expense services are performed.
- agreement: the delivery of products to prevent bed-wetting and pant-wetting.
Article 2 GENERAL APPLICABILITY
- These General Terms and Conditions, with the explicit exclusion of the terms and conditions of the Client or third parties, apply to all quotations and offers from RG and to all agreements concluded by the Parties and to all resulting commitments and (legal) acts.
- Deviations from these General Terms and Conditions are only applicable if and insofar as they have been explicitly accepted in writing by RG and only apply to an agreement to which the acceptance relates.
- By signing any agreement with RG, in which reference is made to these General Terms and Conditions, the Client declares to have received a copy of these General Terms and Conditions, to have taken note of their contents, to have accepted them and to renounce any General Terms and Conditions normally employed by the Client itself.
- If RG has not or not fully exercised one or more of the rights vested in it by virtue of these General Terms and Conditions, the Client cannot derive any rights from this for the future.
- If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions shall remain fully in force and RG shall formulate a new provision to replace the null and void provision, which shall as far as possible be in line with the purpose and tenor of the null and void provision.
- RG is entitled to unilaterally amend these General Terms and Conditions. RG undertakes to inform the Client thereof in writing and in good time prior to the amendments coming into effect.
- The Terms and Conditions also apply to all agreements with RG for the execution of which services of third parties must be engaged.
Article 3 OFFERS AND PRICES
- All offers by RG in price lists, circulars, advertisements, order confirmations, letters or wherever published or made by whatever means, are always without obligation and may at all times be withdrawn by it, even if they contain a period for acceptance.
- Images, drawings, indications of size and weight and the like, which are provided by RG, are not binding for RG and are solely intended to provide a general representation of what is offered by RG.
- RG is entitled to adjust the prices or parts thereof for products or services which have not yet been supplied and/or paid for in accordance with any changes in price-determining factors, such as raw material prices, wages and exchange rates.
- All prices stated in offers are exclusive of V.A.T., unless explicitly stated otherwise.
- The cost administration of RG and the extracts to be provided from it serve as full proof of the scope of the work performed for the Client/client by virtue of the order and the costs incurred. The Client/Developer is authorised to furnish written proof against such records and the extracts therefrom.
- RG is entitled, after realisation of the agreement, to charge the client in full or in part for any increases in the cost price, including taxes, which are burdening the delivery or service, and to increase the agreed price accordingly.
Article 4 AGREEMENT
- An agreement between the Parties is concluded by means of a written confirmation of the contents of the agreement from RG to the Client.
- Offers or quotations do not apply automatically to future orders.
- The agreement is also considered to have been concluded if it appears from the conduct of the Client and/or RG that the agreement is actually being implemented.
- If the Client has accepted the offer by electronic means, RG shall immediately confirm acceptance of the offer by electronic means.
- If RG provides or demonstrates an image, sample or model, this should be deemed to be an indication only, without the item having to correspond to it. This is different if it is explicitly agreed that the item will correspond to it.
- RG shall take appropriate technical and organisational measures to protect the electronic transfer of data and shall ensure a secure web environment.
- The consumer (Client/Customer, not being a company) has the right to dissolve the distance contract with RG within 14 calendar days after receipt of the product, without giving reasons, by means of the model form for withdrawal, which is placed on the website. The period shall commence on the day after the consumer, or a third party previously designated by him, has received the product. As far as the right of withdrawal for consumers is concerned, hygienic products or products with health risks can only be returned unused and unopened. If the seal is broken, RG is not obliged to take back the product.
- The cooling-off period referred to under g. commences on the day after the consumer, or a third party designated by the consumer in advance and not being the carrier, has received the product, or:
- if the consumer has ordered multiple products in one order: the day on which the consumer, or a third party designated by him, has received the last product. The entrepreneur may, provided he has clearly informed the consumer about this prior to the ordering process, refuse an order for multiple products with a different delivery time.
- if the delivery of a product consists of multiple shipments or parts: the day on which the consumer, or a third party designated by him, received the last shipment or the last part;
- in case of an agreement for regular delivery of products during a certain period of time: the day on which the consumer or a third party designated by him has received the first product.
- If a consumer invokes the right of withdrawal, returns the product unused and unopened according to the terms and conditions, RG may wait with repayment until RG has received the product or until the consumer demonstrates that he has returned the product. Express shipping costs are not reimbursed. Please keep the proof of shipment until you have received the purchase price back into your account.
- RG cannot be held to its quotations or offers if the Client/Customer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
Article 5 DELIVERY AND TRANSPORT
- The delivery of products takes place within the Netherlands carriage paid to the delivery address of the purchaser, outside the Netherlands F.O.B., on the understanding that RG reserves the right to charge for certain costs incurred by it, such as administration, order handling and freight charges. The products travel at the risk of the purchaser, unless explicitly agreed otherwise.
- RG is at all times free in its choice of means of transport. If the purchaser desires a different means of transport, the additional costs shall be for his/her account.
- Stated delivery times should never be regarded as deadlines, unless explicitly agreed otherwise. In the event of late delivery, RG must be given notice of default in writing, with due observance of a reasonable period.
- If delivery or completion is offered by RG but cannot be performed due to a cause situated at or within the sphere of risk of the Client/Customer or is refused by the Client/Customer, the risk of the relevant items shall pass to the Client/Customer after the first offer and RG shall be entitled to claim payment. RG will keep the goods available for the Client/User, at the Client's expense. RG is entitled to terminate the agreement without further notice of default by means of a written statement, if the Client/the Client does not take delivery within a period of 10 days after being reminded to do so by RG by registered letter. RG is then entitled to reimbursement of the storage costs and other losses resulting from the fact that the agreement was rescinded.
- Delivery takes place by delivery of the goods at the agreed place. After delivery, the risk of the goods involved shall be borne by the Customer/Customer.
Article 6 PAYMENT
- Payment shall be made without any set-off, by crediting one of the accounts listed on the invoice.
- The purchaser must pay the invoice amounts within the payment period agreed with RG, but no later than 30 days from the invoice date. This payment period should be regarded as a strict deadline. In the event of late or incomplete payment, the purchaser is liable to RG for interest of 1% per month or part of a month, whereby part of a month counts as a full month, calculated over the (remaining) invoice amount from the due date up to and including the day of complete payment.
- All costs related to the collection, in particular extrajudicial costs, shall be for the account of the Customer. The extrajudicial costs shall be set at a minimum of 15% of the principal amount owed.
- Every payment made by the customer shall first serve to pay the interest due and subsequently the collection costs, with the exception of judicial costs. Only after these amounts have been paid will any payment made by the customer serve to reduce the outstanding claims in the principal sum.
- RG reserves the right to refuse deliveries in the event of doubt concerning the purchaser's creditworthiness or for other business reasons. RG shall at all times be entitled, also during the performance of the agreement, to suspend the fulfilment of its obligations, until the purchaser, at the request of RG, has provided security for the fulfilment of the purchaser's payment obligations. RG shall also be entitled to require security from the purchaser for future deliveries.
Article 7 PRINCIPLE OF OWNERSHIP
- The ownership of the purchased item is transferred to the purchaser only after he has fulfilled all his obligations towards RG regarding payment of the purchase price for products delivered or to be delivered, or services performed or to be performed, and regarding interest, costs and compensation due.
- The Customer shall, however, be entitled to dispose of the products in the ordinary course of its business. Furthermore, the purchaser is not authorised to pledge the products or to establish any other right on them. He is obliged to immediately inform RG if third parties assert rights in respect of RG's products that are still owned by him.
- In addition to the retention of title referred to in Article 7.a., the purchaser undertakes, at the first request from RG, to reserve and, if necessary, establish a non-possessory pledge on the products supplied by RG as security for all existing and future claims from RG, for whatever reason.
- In the cases referred to in Article 10, RG is already irrevocably authorised, without notice of default being required, to remove or have removed from the place where the products remain its property. RG shall be entitled either to retain the products until the amount owed, including interest, costs and compensation, has been paid in full, or to sell the products to third parties, in which case the net proceeds shall be deducted from the total amount owed by the purchaser.
Article 8 CLAIMS AND WARRANTY
- Upon delivery and receipt of the products, the Customer must check whether the delivery is in accordance with his order or his instructions, in the absence of which he must give written notice of this within two working days, stating the reasons.
- Other claims in respect of the delivered products are only dealt with by RG if they are submitted in writing to RG within eight days after the purchaser could reasonably have discovered the defect. RG should be informed in writing of any complaints concerning invoices issued, at the latest on the due date. After these periods have elapsed, the customer is deemed to have approved the products supplied and/or the invoices issued.
- The purchaser is obliged to strictly observe the regulations regarding the method of storage and handling of the supplied goods.
- The purchaser must at all times offer RG the opportunity to repair any defects.
- RG reserves the right, if it deems the complaint justified, to replace the products or to issue a credit note for the returned products up to a maximum of the invoice value.
- Return shipments are not permitted without the prior written consent of RG and must be accompanied by a statement of reasons.
- Products supplied by RG, in respect of which a justified complaint has been made in accordance with the provisions of this Article, are only taken back by them if and in so far as the products are in the packaging and in the condition in which they were supplied.
- Complaints do not suspend the payment obligation.
- The bedwetting alarm and receiver are covered by a one-year guarantee. The underwear is guaranteed for three months.
- The guarantee cannot be invoked if the product is used contrary to the user instructions and/or for other purposes.
Article 9 LIABILITY
- RG is exclusively liable for direct damage caused by an attributable shortcoming of RG. It shall never be liable for indirect loss, including but not limited to consequential loss, loss of production, loss of turnover and/or profit, costs involved in the execution of the object, loss of value of products, missed savings and loss due to business interruption.
- The liability for direct damage of RG due to attributable failure to comply with an agreement shall only arise if the Client/buyer gives RG immediate and proper notice of default in writing, thereby stipulating a reasonable period for curing the failure, and RG remains in attributable default of fulfilling its obligations also after this period. The notice of default must contain a description of the breach that is as detailed as possible, so that RG is able to respond adequately.
- If the Client/Client can demonstrate that he/she has suffered damage as a result of an error on the part of RG, which would have been avoided if care had been exercised, RG shall only be liable for such damage up to a maximum of the amount of the invoice for the relevant assignment. The liability of RG shall in any case be limited to the amount paid out by the insurer of RG, if applicable, to be increased by the amount of the deductible of RG.
- RG shall never be liable for harmful consequences of the products it has delivered, if it appears that the Client/User
- has not complied with the directions for use.
- used the product for purposes other than those for which it is intended.
- RG is furthermore not liable for any harmful effect of the product if, according to the state of science and technology applicable at the time when the product was brought onto the market, it was impossible to discover the origin of the defect.
Article 10 DISSOLUTION AND SUSPENSION
All claims by RG are immediately due and payable in the event that the purchaser fails to comply with his obligations, or in the case of his bankruptcy or moratorium, or if the purchaser for whatever reason loses, or is threatened with losing, free disposal of his assets or part thereof. In that case RG is entitled to dissolve or suspend the agreement with immediate effect, without prejudice to its right to compensation.
Article 11 FORCE MAJEURE
- RG shall not be obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, nor for its account pursuant to the law, legal acts or generally accepted practice.
- If, as a result of force majeure or other exceptional circumstances such as, but not limited to, strikes, stagnation in the supply of products and fire, either at RG or its suppliers, RG is unable to fulfil its obligations by virtue of the agreement, or is unable to fulfil them in time, RG shall be entitled to fulfil them within a reasonable period, or - if fulfilment within a reasonable period is not possible - to declare the agreement fully or partially annulled.
- During force majeure, all obligations of the other party are suspended. If the period in which fulfilment of the obligations is not possible due to force majeure lasts three months or longer, both parties are authorised to dissolve the agreement without judicial intervention, without in that case any obligation to pay compensation.
Article 12 BRANDS AND TRADEMARK
- Unless otherwise agreed in writing, RG is the owner of all intellectual property rights to the works it has developed for the Client/Client.
- In the event that a third party states that the use of the works is in violation of the intellectual property rights of that third party, the Client/ Client shall immediately notify RG accordingly.
- RG is also entitled to use the knowledge acquired by it during the execution of an agreement for other purposes, as long as no strictly confidential information of the Client/ Client Client is disclosed to third parties.
- The Client may not use any trade names, trademarks and packaging, which are used by RG in commercial transactions, without the written permission and instructions of RG.
- The purchaser must carefully follow the instructions of RG in respect of the use of the trade names, trademarks and packaging used by RG.
Article 13 CONFIDENTIALITY
Each party shall be obliged to observe confidentiality towards third parties with regard to all confidential information and data originating from or relating to the other party, insofar as this information and data have become known to the first party within the framework of the offer or order and insofar as the parties can reasonably know that this information is confidential.
Article 14 HARD KNIGHT
If the circumstances which parties assumed at the time of the conclusion of the agreement change so significantly that compliance with one or more of these conditions cannot reasonably be required from either party, consultation shall take place about interim changes to the agreement.
Article 15 TRANSFERABILITY
- The Client/Customer is not permitted to transfer his/her rights and/or obligations arising from the agreement concluded with RG.
- Transfer of rights and/or obligations is only possible after Client/Customer has informed RG of this and has obtained the explicit written consent of RG.
Article 16 TERMINATION PERIOD
Unless otherwise stipulated in these general terms and conditions, rights of action and other powers of the Client/client for whatever reason against RG in connection with the execution of work by RG shall in any case expire after one year from the moment the Client/client became aware or could reasonably have become aware of the existence of these rights and powers.
Article 17 PRIVACY AND PERSONAL DATA
- Parties mutually undertake to act in accordance with the legislation on the protection of personal data. The Parties shall act in accordance with the Policies on notifying data breaches of the Authority for the Protection of Personal Data (Autoriteit Persoonsgegevens), the AVG and the AVG Implementation Act.
- A data leak is understood to mean: all security incidents as a result of which the protection of personal data has been breached at any time or as a result of which the personal data has been exposed to loss or unlawful processing. It may concern, for example, the loss of a USB stick or computer, the sending of an e-mail in which the e-mail addresses are visible to all addressees, a calamity such as fire in a data centre or malware infection.
- RG will determine for each processing operation whether it is operating in the role of processor or data controller. RG processes personal data in order to comply with deliveries and rental agreements.
- If a controller becomes aware of a data breach, it must immediately, and where possible within 72 hours, report this to the Personal Data Authority. If this is not possible, an explanation must be given for the delay.
- If it appears that RG has a data leak, which must be reported by Client to the Authority for the Protection of Personal Data and/or the person(s) concerned, RG shall inform Client thereof as soon as possible after RG becomes aware of the data leak. RG shall promptly endeavour to provide the Client with all the information it requires to make a full report to the Personal Data Authority and/or the person(s) concerned.
- Parties shall take appropriate technical and organisational measures to secure the personal data against loss or any form of unlawful processing.
- Client, in consultation with RG, is entitled during the term of the agreement to verify compliance in the area of personal data protection by means of an independent expert. Client shall bear all costs in connection with this inspection.
- RG may engage third parties (sub-processors) to perform certain work, for example if these Third Parties have specialist knowledge or resources that RG does not have. If the engagement of Third Parties results in the processing of Personal Data, then RG will make (written) agreements with those Third Parties about the protection of Personal Data. By entering into an agreement with RG, Client gives permission for the engagement of Third Parties.
- RG shall only process the Personal Data within the European Economic Area, unless RG has made other written arrangements with the Client in this regard.
- RG is not liable for fines or claims if Client does not comply with its obligations under the laws and regulations on the protection of Personal Data.
Article 18 APPLICABLE LAW AND COMPETENT COURT
All transactions governed by these terms and conditions shall be governed by Dutch law, including the statutory provisions on the General Terms and Conditions. The applicability of the Vienna Sales Convention is excluded. Any disputes between RG and the purchaser which may arise and which cannot be resolved by mutual agreement shall be submitted exclusively to the competent court in the Oost-Brabant District Court or, at the discretion of RG, to the competent court in the purchaser's place of residence.