TERMS AND CONDITIONS OF SALE AND DELIVERY
Orders placed on www.rodgerplaswekker.nl and www.rodger.nl are processed by Rodger BV. The information under which you place your order will only be used to ensure correct administrative processing, your invoice, as well as the shipping of the materials via a contracted shipper.
Under no circumstances your data will be used for newsletters or submitted to Third Parties without your explicit consent. If you have additional questions about the policy we pursue regarding your personal data, please contact firstname.lastname@example.org or +31(0)541-351449.
Article 1 DEFINITIONS
a. These Terms and Conditions describe the sales and delivery terms of Rodger BV, hereinafter referred to as RG, established in Langakker 5-C 5371 EV, Ravenstein. In these Terms and Conditions Client/Buyer/Commissioning Party means: any natural or legal entity with whom purchase agreements for the delivery of products are concluded, as well as under whose orders and for whose account services are provided.
b. Agreement: the supply of products to prevent bedwetting and daytime wetting.
Article 2 GENERAL APPLICABILITY
a. These Terms and Conditions apply to the express exclusion of any conditions of the Commissioning Party or Third Parties to all quotations and offers of RG and to all agreements concluded by the Parties and to all obligations and (legal) acts arising therefrom.
b. Deviations from these Terms and Conditions shall only apply if and to the extent that they have been explicitly accepted by RG in writing and only for the specific agreement to which the acceptance refers.
c. By signing any agreement with RG that refers to these Terms and Conditions, the Commissioning Party declares to have received a copy of these Terms and Conditions, to have taken note of their contents, to have accepted them and to renounce any Terms and Conditions normally applied by the Commissioning Party itself.
d. If RG has not or not fully exercised one or more of its rights under these Terms and Conditions, the Commissioning Party cannot derive any rights therefrom for the future.
e. If any provision of these Terms and Conditions is null and void or is annulled, the other provisions of these Terms and Conditions shall remain in full force and RG shall formulate a new provision to replace the null and void or annulled provision, in which case the purpose and purport of the null and void or annulled provision shall be aligned as closely as possible.
f. RG is entitled to unilaterally amend these Terms and Conditions. RG is obliged to inform the Commissioning Party of any amendments in writing and in a timely manner before these take effect.
g. The conditions also apply to all agreements with RG where it is necessary to obtain services from third parties for the execution thereof.
Article 3 offers and PRICES
a. All offers from RG in price lists, circulars, adverts, order confirmations, letters or anywhere published or made in any other way, are always non-binding and can be revoked by RG at any time, even if they contain a deadline for acceptance. b. Images, drawings, measurements, weight specifications and the like submitted by RG are not binding on RG and only intended to provide a general presentation of what RG offers. c. RG is entitled to adjust the prices or parts thereof for products or services not yet delivered and/or paid in response to any changes in price-determining factors, such as raw material prices, wages and currency exchange rates. d. All prices stated in quotations are exclusive of VAT, unless explicitly stated otherwise.
e. RG’s cost administration and the extracts to be provided from it serve as full proof of the scope the work conducted and costs incurred on behalf of the Client/Buyer in connection with the order. The Client/Buyer shall be entitled to provide written proof against the administration and the extracts produced from it.
f. RG is entitled to charge the Client in whole or in part, for any increases in the cost price that occur after the conclusion of the Agreement, including taxes affecting the delivery or the provision of services, and to increase the agreed price accordingly.
Article 4 Agreement
a. An agreement between the Parties is concluded by written confirmation of the contents of the Agreement from RG to the Commissioning Party.
b. Offers do not automatically apply to future orders.
c. The Agreement shall also be deemed to have been concluded if the conduct of the Commissioning Party and/or RG shows that the Agreement is actually being performed.
c. If the Commissioning Party has accepted the offer electronically, RG will immediately confirm the acceptance of the offer electronically.
e. If RG provides or shows an image, sample or model, it must be considered that it has been shown only as an indication without the product having to comply with it. This is different if it is explicitly agreed that the product will correspond to this.
f. If the Agreement is concluded electronically, RG shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure web environment.
g. The Consumer (Client/Buyer, not being a company) is entitled to dissolve the online and distance Agreement with RG within 14 calendar days after receipt of the product, without giving any reason, free of charge using the model withdrawal form, which can be found on the website. The term commences on the day after the consumer, or a Third Party previously designated by the consumer, has received the product. As far as the right of withdrawal for consumers is concerned, hygienic products or products with health risk can only be returned unused and unopened. If the seal is broken, RG is not obliged to take back the product.
h. The cooling-off period mentioned under g starts on the day after the consumer, or a Third Party previously designated by the consumer, who is not the carrier, has received the product, or:
1. if the consumer ordered multiple products in one order: the day on which the consumer, or a Third Party designated by him, received the last product. The entrepreneur may, provided that he has clearly informed the consumer about this prior to the ordering process, refuse an order for multiple products with a different delivery time.
2. if the delivery of a product comprises different shipments or parts: the day on which the consumer, or a Third Party designated by him, has received the last shipment or the last part;
3. for agreements for regular delivery of products during a specified period: the day on which the consumer, or a Third Party designated by him, has received the first product.
i. If a consumer invokes the right of withdrawal, returns the product unused and unopened under the Terms and Conditions, RG may wait with refunding until RG has received the product or until the consumer proves that he has returned the product. Any urgent shipping costs will not be reimbursed. Please keep the proof of shipping until you have received the purchase price back into your account.
j. RG cannot be bound by its quotations or offers if the Client/Buyer reasonably knows that the quotations or offers, or a part thereof, contain an obvious mistake or spelling error.
Article 5 DELIVERY and TRANSPORT
a. The delivery of products shall take place within the Netherlands, free of charge, at the Buyer’s delivery address, outside the Netherlands F.O.B., provided that RG reserves the right to charge certain costs incurred by it, such as administration, order processing and freight costs. The products shall travel at the risk of the Buyer, unless expressly agreed otherwise. b. RG is at all times free to choose the means of transport. If the Buyer wishes a different method of transport, the additional costs shall be for his account. c. Specified delivery times can never be regarded as deadlines, unless expressly agreed otherwise. In the event of late delivery, RG must be given notice of default in writing, subject to a reasonable period of time.
d. If delivery or completion is offered by RG but cannot be carried out due to a reason attributable to the Client/Buyer or within the sphere of risk of the Client/Buyer or is rejected by the Client/Buyer, after the first offer, the risk of the goods in question shall be borne to the Client/Buyer and RG may claim payment. RG shall keep the goods available for the Client/Buyer, at the expense of the Client/Buyer. RG is entitled to terminate the Agreement without further notice of default by a single written declaration, if the Client/Buyer does not take the delivery within a period of 10 days of being demanded to do so by RG by registered post. RG shall then be entitled to reimbursement for storage costs and other damage resulting from the fact that the Agreement was terminated.
e. Delivery shall take place by delivery of goods at the agreed location. After delivery, the risk of the goods in question is for the Client/Buyer.
Article 6 PAYMENT
a. Payment must be made without any set-off, into one of the accounts mentioned on the invoice. b. The Buyer must pay the invoice amounts within the payment term agreed with RG, but no later than 30 days after the invoice date. This payment term is to be regarded as a final deadline. In the event of late or incomplete payment, the Buyer shall owe RG an interest of 1 % per month or a part of a month, where a part of a month shall be considered a as a full month, calculated over the (remaining) invoice amount from the due date up to the day of full payment. c. All costs relating to collection, mainly extrajudicial costs, shall be borne by the Buyer. The extrajudicial costs shall be set at least 15 % of the principal amounts due. d. Each payment by the Buyer first serves to pay the interest due and then pay the costs of collection, with the exception of the judicial costs. Only after payment of these amounts, any payment by the Buyer will be deducted from the principal amount of the outstanding claims. e. RG reserves the right to refuse deliveries in case of doubt about the Buyer’s creditworthiness or for other business reasons. RG is at all times entitled, even during the execution of the Agreement, to suspend the fulfilment of its obligations, until the Buyer has provided security for the fulfilment of the Buyer’s payment obligations at RG’s request. In addition, RG is also entitled to demand security from the Buyer for future deliveries.
Article 7 RETENTION OF TITLE
a. The right of ownership of the purchased goods shall not pass to the Buyer until the Buyer has fulfilled all his obligations towards RG to pay the purchase price for products delivered or to be delivered, or services provided or to be provided, and interest, costs and compensations due in this respect. b. However, the Buyer is entitled to use the products in his normal business activities. The Buyer is not authorised to pledge the products or to establish any other right on them. The Buyer is obliged to inform RG immediately if Third Parties assert rights with regard to RG products that are still the property of RG. c. In addition to the retention of title referred to in Article 7.a, the Buyer undertakes to reserve a non-possessory pledge at RG’s first request to that effect and, where necessary to establish a pledge on the products delivered as RG’s property, as security for all existing and future claims of RG, on whatever account. d. In the cases referred to in Article 10, RG is already irrevocably authorised, without notice of default being required, to remove products that have remained its property or to have them removed from the place where they are located. RG is entitled either to retain the products until the amount due, 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 Buyer.
Article 8 COMPLAINTS and WARRANTY
a. Upon delivery and receipt of the products, the Buyer must check whether the delivery corresponds to his order or assignment, in the absence of which the Buyer must report this within two business days, in writing, stating the reasons. b. Furthermore, RG shall only handle complaints relating to the delivered products if they have been brought to RG’s attention within eight days, in writing, after the Buyer could reasonably have discovered the defect. Complaints regarding invoices sent must be notified to RG in writing no later than the due date. After the expiry of these terms, the Buyer is deemed to have found the products delivered and/or the invoices issued to be in order. c. The Buyer is obliged to strictly observe the regulations regarding the method of storage and handling of the delivered goods. d. The Buyer must at all times Offer RG the opportunity to repair any defect. e. RG reserves the right, if it deems the complaint to be well-founded, to replace the products, or to issue a credit note for the returned products for a maximum of the invoice value. f. Returns are not permitted without RG’s prior written consent and must be made stating the reasons. g. Products delivered by RG about which a complaint has been made rightly, and with due observance of the provisions of this Article, will only be taken back by RG if and insofar as the products are in the packaging in the condition in which they were delivered. h. Complaints do not suspend the payment obligation.
i. The bedwetting alarm and the receiver are covered by a 1-year warranty. The underwear is covered by a three-month warranty.
j. The warranty cannot be invoked if the product is used in violation of the user instructions and/or for other purposes.
Article 9 LIABILITY
a. RG is only liable for direct damage that has arisen as a result of an attributable failure on the part of RG. RG shall never be liable for indirect damage, including, but not limited to consequential damage, loss of production, loss of revenue and/or profit, costs associated with the production of the object, depreciation of products, lost savings and damage due to business interruption.
b. The liability for direct damage of RG due to attributable failure in the performance of an Agreement shall only arise if the Client/Buyer immediately and adequately gives RG notice of default in writing, stating a reasonable time to remedy the failure, and if RG continues to fail imputably in the fulfilment of its obligations after such time. The notice of default must contain a description of the failure as detailed as possible so that RG is able to respond adequately.
c. If the Client/Buyer demonstrates that he/she has suffered damage due to an error on the part of RG that would have been prevented if due care was exercised, RG shall only be liable for that damage up to a maximum of the amount of the invoice for the order in question. RG’s liability shall in any event always be limited to the amount paid out by RG’s insurer in such a case, plus the amount of RG’s deductible.
d. RG shall never be liable for harmful consequences of the products it supplies, if it appears that the Client/Buyer or user: 1.) has not complied with the instructions for use.
2.) has used the product for purposes other than those for which it is intended. e. In addition, RG is not liable for any harmful effect of the product if, at the time the product was placed on the market, it was impossible to discover the origin of the defect.
Article 10 TERMINATION and SUSPENSION
All claims of RG are immediately and fully due if the Buyer fails to fulfil his obligations, or in the event of his bankruptcy or moratorium, or if the Buyer loses or threatens to lose free disposal of his assets or part thereof for whatever reason. In that case RG has the right to terminate or suspend the Agreement with immediate effect, without prejudice to its right to compensation.
Article 11 FORCE MAJEURE
a. RG is not obliged to fulfil any obligation, if it is prevented from doing so as a consequence of a circumstance not attributable to its fault, nor for its account by virtue of the law, legal acts or generally accepted practice. b. If RG is unable to fulfil its obligations under the Agreement or is unable to do so in time due to force majeure or other extraordinary circumstances such as, but not limited to, strikes, stagnation in the supply of products and fire, either at RG or its suppliers, RG is entitled to fulfil these obligations within a reasonable period of time, or – if fulfilment within a reasonable period is not possible– to declare the Agreement wholly or partially terminated.
c. During force majeure all obligations of the Other Party shall be suspended. If the period in which fulfilment of the obligations is not possible due to force majeure lasts three months or longer, either Party shall be entitled to terminate the Agreement without judicial intervention, without there being any obligation to pay compensation in that case.
Article 12 BRANDS and TRADEMARK
a. Unless otherwise agreed in writing, RG is the owner of all intellectual property rights to the work it has developed for the Client/Buyer.
b. In the event that a Third Party states that the use of the work violates the intellectual property rights of that Third Party, the Client/Buyer shall Immediately notify RG of this.
c. RG is entitled to use the knowledge obtained on its part as a result of the execution of an Agreement also for other purposes, to the extent that no strictly confidential information provided by the Client/Buyer is brought to the knowledge of Third Parties.
d. The Buyer may not use trade names, brands and packaging used by RG in the course of trade without RG’s written consent and instructions.
e. The Buyer is obliged to follow RG’s instructions carefully with regard to the use of the trade names, brands and packaging used by RG.
Article 13 CONFIDENTIALITY
Each party undertakes to maintain confidentiality towards Third Parties with regard to all confidential information and information originating from or relating to the Other Party, to the extent that this information and data have become known to the first party within the context of the quotation or order and of which the parties can reasonably be aware that this concerns confidential information.
Article 14 HARDSHIP CLAUSE
If the circumstances, assumed by the Parties at the time the Agreement was concluded, change so substantially that, as a result, the compliance with one or more of these conditions cannot reasonably be demanded from one of the Parties, consultations shall be held in the provisional changes to the Agreement. Article 15 TRANSFERABILITY
a. The Client/Buyer is not permitted to transfer his/her rights and/or obligations arising from the Agreement concluded with RG.
b. The transfer of rights and/or obligations is only possible after the Client/Buyer has informed RG of this and has obtained RG’s explicit written consent.
Article 16 EXPIRY PERIOD
To the extent that these Terms and Conditions do not provide otherwise, the rights of action and other authorities of the Client/Buyer, on any ground whatsoever towards RG in connection with the execution of the work by RG, shall in any event expire one year after the moment when the Client/Buyer became aware or could reasonably have become aware of the existence of these rights and authorities.
Article 17 Privacy and personal data
a. Parties undertake mutually to act in accordance with the legislation on the protection of personal data. The Parties will act in accordance with the Policy Rules on Data Breach Notification Obligation of the Dutch Data Protection Authority, the GDPR and the GDPR Implementation Act.
b. A data breach is understood to mean: all security incidents due to which the protection of personal data is compromised at any time or as a result of which the personal data are exposed to loss or unlawful processing. This may include, for example, the loss of a USB stick or computer, sending an email in which the email addresses are visible to all addressees, an disaster such as fire in a data centre or malware infection.
c. RG will determine for each processing whether it operates in the role of processor or processing controller. RG processes personal data in order to comply with the deliveries and rental agreements.
d. If a processing controller has become aware of a data breach, he must notify this immediately to the Dutch Data Protection Authority, where possible within 72 hrs. If this is not possible, an explanation must be given for the delay.
e. If it appears that RG has suffered a data breach, which must be reported by the Commissioning Party to the Dutch Data Protection Authority and/or the data subject(s), RG shall inform the Commissioning Party of this as soon as possible after RG has become aware of the data breach. RG shall immediately try to provide the Commissioning Party with all information needed to make a complete report to the Dutch Data Protection Authority and/or the data subject(s).
f. The Parties shall take adequate technical and organisational measures to protect the personal data against loss or any form of unlawful processing. g. In consultation with RG, the Commissioning Party is entitled to verify compliance with personal data protection requirements during the term of the Agreement through an independent expert. The Commissioning Party shall bear all costs associated with this inspection.
h. RG may commission Third Parties (sub-processors) to perform certain activities, for example if these Third Parties have specialist knowledge or resources that RG does not have at its disposal. If the involvement of Third Parties results in the processing of these Personal Data, RG shall make (written) agreements with these Third Parties about the protection of personal data. By entering into Agreement with RG, the Commissioning Party consents to the commissioning of the Third Parties.
i. RG shall process the Personal data only within the European Economic Area, unless RG has made other written agreements with the Commissioning Party in this respect.
RG is not liable for fines or claims if a Commissioning Party fails to fulfil its obligations under the laws and regulations in the field of the protection of personal data.
Applicable law and jurisdiction All transactions subject to these conditions apply are governed by Dutch law, including the statutory provisions with respect to the Terms and Conditions. The applicability of the Vienna Sales Convention (CISG) is excluded. All disputes that may arise between RG and the Buyer and about which no solution can be reached in mutual consultation, will be exclusively submitted to the competent Court in the District Court of the province of Oost-Brabant, at the discretion of RG, to the competent Court in the home town of the Buyer.