GENERAL TERMS OF SALE AND DELIVERY
Rodger, Ravenstein

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 as well as the shipment of the materials via a contracted carrier.

Under no circumstances will your data be used for newsletters or provided to third parties without your explicit consent. If you have additional questions about our policies regarding your personal data please contact info@rodger.nl or 0541-351449.

INTRODUCTION
Article 1
a. These General Terms and Conditions describe the sales and delivery conditions of Rodger BV, hereinafter referred to as RG, located at Langakker 5-C 5371 EV Ravenstein. In these General Terms and Conditions, ‘Buyer’ means any natural or legal person with whom purchase agreements for the delivery of products are concluded, as well as on whose instructions and for whose account services are performed.

GENERAL APPLICABILITY
Article 2
a. These General Terms and Conditions apply to: All offers, purchase agreements and deliveries of products and services, between RG and buyers.
b. These General Terms and Conditions override any conditions of the buyer, unless otherwise agreed in writing.
c. Should any provision of these General Terms and Conditions, in the opinion of the competent court, be inapplicable or contrary to public policy or the law, only the provision in question will be considered as not written, but otherwise these General Terms and Conditions will remain in full force, all this without prejudice to the provision of Article 12.

OFFERS AND PRICES
Article 3
a. All offers made by RG in price lists, circulars, advertisements, order confirmations, letters or wherever published or made in any way are always without obligation and may be revoked by RG at any time, even if they include a deadline for acceptance.
b. Illustrations, drawings, size and weight specifications and the like provided by RG are not binding for RG and are only intended to provide a general representation of what RG offers.
c. RG is entitled to adjust the prices or parts thereof for products or services not yet delivered and/or not paid for in accordance with 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 V.A.T, unless expressly stated otherwise.

DELIVERY AND TRANSPORT
Article 4
a. The delivery of products is made within the Netherlands to the address of the client free of charge, outside the Netherlands F.O.B., on the understanding that RG reserves the right to charge certain costs incurred by it, such as administration, order handling and freight costs. The products 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 client wishes a different means of transport, the additional costs are for the account of the client.
c. Stated delivery times are never to be considered as deadlines, unless explicitly agreed otherwise. In case of late delivery, RG must be given written notice of default with due observance of a reasonable term.
d. The purchaser is obligated to verify whether delivery has taken place within a reasonable period after receiving the shipping confirmation. If the order has not been received within 7 (seven) (shipments in the Netherlands) 21 (twenty one) (international shippings) days after dispatch, the purchaser must notify RG without delay, either in writing or via email at info@rodger.nl. Reports of missing shipments must be submitted no later than 30 (thirty) days from the date of the shipping confirmation. After this period, the purchaser’s right to claim, compensation, or replacement expires, and RG shall no longer be liable for loss or non-delivery of the shipment in question.

PAYMENT
Article 5
a. Payment must be made without any set-off by crediting to one of the accounts stated on the invoice.
b. The buyer must pay the invoice amounts within the payment term agreed upon with RG, but at the latest within 30 days of the invoice date. This payment term is to be considered as a deadline. In the event of late or incomplete payment, the client owes RG an interest rate of 1% per month or part of a month, where part of a month counts as a full month, calculated over the (remaining) invoice amount from the due date until the date of full payment.
c. All costs related to collection, in particular extrajudicial costs, are payable by the client. The extrajudicial costs are set at a minimum of 15% of the amounts owed in principal.
d. Each payment by the customer first serves to pay the interest owed and then to pay the costs related to collection, with the exception of the judicial costs. Only after these amounts have been paid does any payment by the client serve as a reduction of the outstanding claims.
e. RG reserves the right to refuse deliveries in the event of doubt as to the creditworthiness of the client or for other business reasons. RG is always entitled, also during the performance of the agreement, to suspend the fulfilment of its obligations until the customer, on request of RG, has provided security for the fulfilment of the customer’s payment obligations. In addition, RG is entitled to require security from the client for future deliveries as well.

RIGHTS OF OWNERSHIP
Article 6
a. The right of ownership of the purchased product passes to the buyer only after the buyer has fulfilled all of its obligations to RG regarding payment of the purchase price for the products delivered or to be delivered, or services performed or to be performed, as well as any interest, costs and damages owed.
b. However, the buyer is entitled to dispose of the products in the ordinary course of its business. Furthermore, the buyer is not entitled to pledge the products or to establish any other right on them. The customer is obligated to inform RG immediately if third parties assert rights with respect to RG still owning the products.
c. In addition to the retention of title mentioned in article 6.a, the customer is obligated, upon RG’s first request, to retain a non-possessory pledge on the products supplied by RG as security for all existing and future claims of RG, regardless of the reason.
d. In the cases referred to in Article 9, RG is already irrevocably authorized, without notice of default being required, to remove or have removed from the location where the products that have remained its property. RG is entitled either to retain possession of the products until the indebtedness including interest, costs and damages 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 indebtedness of the customer.

RECLAMES
Article 7
a. Upon delivery and receipt of the products, the client must check whether the delivery complies with the order, failing which the client must notify RG in writing within two workdays, stating the reasons.
b. RG will only accept complaints about delivered products if RG has been notified in writing within eight days after the client could reasonably have discovered the defect. Claims regarding invoices sent must be notified in writing to RG no later than the due date. After expiration of these periods, the customer is deemed to have approved the delivered products and/or the invoices provided.
c. The customer 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 give RG the opportunity to repair any defect.
e. RG reserves the right, if it considers the complaint made well-founded, to replace the products, or to issue a credit note for the returned products for no more than the invoice value.
f. Return shipments are not permitted without the prior written consent of RG and must be accompanied by a statement of reasons.
g. RG will only take back products delivered by RG about which a justified complaint has been made in accordance with the provisions of this article if and insofar as the products are in the packaging and in the condition in which they were delivered.
h. Complaints do not suspend the payment obligation.

LIABILITY
Article 8
a. RG does not accept any liability, however caused, for products and services supplied by RG, unless the customer proves that the damage was caused by intent or gross negligence on the part of RG.
b. If the customer proves that the damage as referred to in paragraph a of this article was caused by intent or gross negligence on the part of RG, the compensation due as a result is limited to the sales value of (the packaging of) the product that caused the damage alleged by the customer.
c. Notifications by or on behalf of RG with respect to the quality, composition, treatment in the broadest sense, application possibilities and properties, etc. of the products are only valid as guarantees if they have been explicitly made in writing in the form of a guarantee.
d. During application and/or processing of products, the relevant statutory regulations must be observed. The Buyer is obliged to take measures in order to limit any damage as much as possible. In particular, the client must comply with the instructions of RG with respect to products and packaging. The liability of RG lapses if the client fails to comply with these aforementioned obligations.
e. Any claim for trading loss or other indirect or consequential damage of any kind is excluded. The client indemnifies RG against all claims of third parties for damages suffered or to be suffered by them, with due observance of the provisions of this article.

DISSOLUTION AND SUSPENSION
Article 9
All claims of RG are immediately and fully claimable if the client does not comply with its obligations, or in the event of bankruptcy or suspension of payments, or if the client loses or threatens to lose the free disposal of its assets or part thereof for whatever reason. In such a case, RG is entitled to dissolve or suspend the agreement with immediate effect, without prejudice to its right to claim damages.

FORCE
Article 10
a. RG is not obliged to comply with any obligation if it is prevented from doing so as a result of that circumstance, which cannot be attributed to its fault, nor for its account by virtue of the law, legal acts or common opinion.
b. If 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 at its suppliers, RG is unable to fulfill its obligations under the agreement or is unable to do so in a timely manner, RG is entitled to perform the agreement within a reasonable period of time, or – if fulfillment within a reasonable period of time is not possible – to declare the agreement wholly or partially dissolved.

TRADEMARK AND TRADE NAME
Article 11
The customer may not use trade names, trademarks and packaging used by RG in commerce except with RG’s written permission and on RG’s instructions.
The customer is obligated to scrupulously follow RG’s instructions regarding the use of the trade names, trademarks and packaging used by RG.
All rights arising from intellectual and industrial property, as well as copyrights, remain with RG.

HARDNESS CLAUSULE
Article 12
Should the circumstances assumed by the parties at the time of the conclusion of the agreement change so significantly that as a result compliance with one or more of these terms and conditions cannot reasonably be required of either party, then consultations will take place regarding interim modification of the agreement.

APPLICABLE LAW AND COURT OF APPEAL
Article 13
All transactions to which these conditions apply are governed by Dutch law, including the statutory provisions relating to the General Conditions.
The applicability of the Vienna Sales Convention is excluded.
Any disputes between RG and the buyer that may arise and about which a solution cannot be reached by mutual agreement will be submitted exclusively to the competent court in Almelo or, at the discretion of RG, to the competent court in the place of residence of the buyer.

DATE OF ENTRY
Article 14
These General Terms and Conditions apply to all agreements referred to in Article 2 with revocation of general terms and conditions previously declared applicable by RG.

DEPOT
Article 15
These General Terms and Conditions have been filed with the Enschede Chamber of Commerce.