General Conditions of Sale De Rolf Groep B.V. / Rolf Education

Article 1 – Definitions

De Rolf Groep B.V. : hereinafter referred to as Rolf Education with their registered office at Mercuriusweg 14, 4051 CV, Ochten, The Netherlands;
Buyer: a legal entity who, in the practice of its profession or conduct of business, enters into an agreement with Rolf Education with the purpose of Buying the Products.
Agreement: the agreement entered into between the Buyer and Rolf Education.
Products: all material and non-physical products that are produced or acquired by Rolf Education for Buyer

Article 2 – General

2.1 In these conditions, the term supplier is understood to mean: Rolf Education here in after referred to as “Rolf Education”. In these conditions, the buyer is understood to mean:
each (legal) person who has entered into an agreement with Rolf Education, or who wishes to do so, as well as his representative(s), authorized agent(s) and successors in title and heirs.

2.2 These conditions are applicable to every offer, instruction and delivery of goods and/or services, every act and every sales agreement or any other agreement, regardless of the nature thereof, by or with Rolf Education.

2.3 Any provisions varying from these general conditions are valid subject to the explicit, written agreement of Rolf Education. Varying provisions are only applicable to the offer, instruction, delivery, agreement or act they relate to.

2.4 The applicability of other general conditions including the conditions of the Buyer is expressly rejected.

2.5 If Rolf Education and the Buyer are jointly involved in the execution of certain offers, instructions, deliveries of goods and/or services, acts or sales agreement for a shared buyer, only the conditions of Rolf Education apply, unless explicitly agreed otherwise by the parties in writing.

2.6 If, at any one time, one or more provisions in these general conditions are partly or fully null and void or partly or fully voided, the other provisions of these general conditions remain fully applicable. In that case, the void or voided provisions shall be replaced by parties in mutual consultation, duly observing the objective and purpose of the original provisions as closely as possible.

2.7 Rolf Education not requiring strict compliance with these conditions at all times does not automatically mean that the provisions detailed therein do not apply, or that Rolf Education would lose the right to require strict compliance with these conditions in other cases.

Article 3 – Offers

3.1 Unless expressly stated otherwise, all quotations issued by Rolf Education shall be valid as an offer without any obligation, which may be revoked by Rolf Education in writing within 7 (seven) days from having received a confirmation of acceptance from the Buyer

3.2 Verbal promises by and arrangements with our staff do not bind Rolf Education, unless they have been confirmed by Rolf Education in writing.

3.3 The information given in Rolf Education’s offers, pricelists and other documentation, such as images, drawings, calculations, dimensions and weights do not bind Rolf Education.

3.4 Offers in the form of budgets, quotations, pricelists or other documentation may not be reproduced, unless explicitly for internal use, or disclosed to third parties.

3.5 Offers, in whatever form, do not oblige Rolf Education to accept an order. If an order is not accepted, the Buyer shall be notified thereof within the shortest possible term, yet within 30 days.

3.6 In the event of price increases by supplier(s), as well as changes in government taxes and levies, Rolf Education is entitled to raise our prices accordingly.

Article 4 – Prices

4.1 The Products will be supplied at the prices mentioned in the quotation, website or the Agreement.

4.2 All prices mentioned by Rolf Education in its quotation, website or the Agreement shall be exclusive of VAT and exclusive of any other costs like transport and insurance costs. charges imposed by government and are based on the Incoterms 2020® in force at the moment of conclusion of the Agreement unless otherwise agreed in writing.

4.3 After commencement of the Agreement but before delivery of the agreed Products, Rolf Education will be entitled to increase the agreed prices if: the price increase is caused by changes in one or more cost price components, e.g. VAT rates, labour costs, procurement prices, legal regulations or environmental contributions and fluctuations in exchange rates. This includes increasing cost prices because of governmental measures.

Article 5 – Orders

5.1 Rolf Education reserves the right, without giving any reasons, to refuse orders or to deliver under terms of cash on delivery.

5.2 Rolf education is not bound to supply at a price specified in the offer, if this price is based on a printing or writing error.

5.3 In the case of orders received by telephone, email and/or fax, Rolf Education is not responsible for incorrect delivery and/or billing resulting from these respective telephone, email and/or fax orders. Written confirmations of telephone, email and/or fax orders received after the date of delivery of ordered goods made by telephone, by email and/or fax do not affect this.

5.4 When placing an order which value is below an order value of EUR 500,- net, a handling fee of EUR 15.- shall be charged.

Article 6 – Delivery, transport & risks

6.1 Delivery is made FCA Ochten Incoterms® 2020, Netherlands, unless otherwise agreed. In this case Rolf Education refers to Incoterms® 2020.

6.2 Rolf Education is not liable for damage of any nature as a result of the counterparty’s provision of incorrect and/or incomplete information, unless such incorrectness or incompleteness should have been known.

6.3 If the buyer refuses or fails to provide sufficient information or instructions necessary for delivery, Rolf Education is entitled to store the goods at the expense and risk of the buyer.

6.4 The buyer is obligated to immediately check the goods delivered by Rolf Education, i.e. the packaging upon delivery, but in any event within 5 working days, for any defects and/or damage, or to perform this check after notice is given by Rolf Education that the goods are available to the buyer.

6.5 Rolf Education is at all times entitled to make partial deliveries, which may be invoiced separately.

6.6 The indicated delivery periods are always by approximation and subject to change, unless explicitly agreed otherwise in writing. However, Rolf Education shall do everything reasonably possible to ensure delivery is made in accordance with the stated delivery period.

6.7 The delivery period starts from the moment that Rolf Education accepts the instruction and the full details of the buyer have been received by Rolf Education.

6.8 As soon as Rolf Education knows about facts and/or circumstances which make delivery in accordance with the stated delivery period impossible, the buyer shall be notified thereof within the shortest possible term and be given a new delivery period.

6.9 If the buyer fails to take possession of the goods after the delivery period has lapsed, they shall be stored by Rolf Education at the expense and risk of the buyer.

Article 7 – Warranty

7.1 Rolf Education warrants the products it supplies for a period of twelve months after delivery. The warranty issued by Rolf Education does not apply to faults caused by external impacts, handling without due care and attention, general use or maintenance, repairs carried out by third parties without the knowledge or approval of Rolf Education or any other circumstances beyond the control of Rolf Education.

7.2 Parts supplied by third parties to Rolf Education shall be warranted by Rolf Education for the period that coincides with the warranty period of the supplier.

7.3 Claims under the warranty do not suspend the buyer’s obligation to pay.

7.4 The warranty lapses if the buyer and/or third parties engaged by it use the goods incompetently or if the buyer and/or third parties engaged by it carry out work on or modify the goods.

7.5 If the warranty claim by the buyer is justified, Rolf Education shall endeavor to repair the goods first. Any parts replaced by Rolf Education under its warranty obligations become the property of Rolf Education. Rolf Education hereby explicitly excludes any liability for consequential damage and losses.

7.6 If the buyer fails to comply with the agreement, in part or in full, or fails to do so in time, Rolf Education shall not be obliged to observe the warranty scheme for the period of that breach.

Article 8 – Complaints

8.1 Complaints in respect of the incorrect execution of orders must be submitted to Rolf Education in writing immediately, yet within 8 working days of the goods having been received. After that period, the goods can no longer be exchanged, refunded or taken back. Only if and insofar as the complaint is upheld does this suspend the buyer’s obligation to pay, until the moment the complaint has been resolved.

8.2 Complaints in respect of invoices must be submitted in writing, within 8 working days of receipt of the invoice. After this term has expired, the buyer is deemed to have accepted the invoice. Any complaints received after that period will be disregarded.

Article 9 – Return consignment

9.1 Return consignments, without the prior, explicit consent of Rolf Education are not accepted by Rolf Education.

9.2 Accepted return consignments are at the expense and risk of Rolf Education, provided the fault is attributable to Rolf Education.

9.3 Accepted return consignments on the request of the buyer, yet which cannot be attributed to faults made by Rolf Education, are at the expense and risk of the buyer. A written specification, as well as a copy of the invoice must be sent in advance or along with the return consignment. After having received the goods, which must be in perfect condition, the goods are either refunded at the price paid originally, partly refunded as agreed, or exchanged for new goods.

Article 10 – Retention of title

10.1 All goods supplied remain the exclusive property of Rolf Education until the buyer has duly fulfilled all obligations under the agreement(s) with Rolf Education.

10.2 The goods supplied can be immediately claimed back by Rolf Education if the buyer fails to fulfil its obligations, or if Rolf Education has good reasons to believe that the buyer shall not fulfil its obligations. The costs involved in repossessing the goods shall be charged to the buyer. In the event of repossession, the goods shall be refunded on the basis of the value the goods appear to have upon repossession.

10.3 In the event of a moratorium, insolvency, suspension of payments and liquidation of the buyer shall be entitled to fully or partly cancel the order without notice of default or judicial intervention being required and claim back that part of the consignment unpaid for. Rolf Education shall be entitled to repossess these goods, regardless of where they are stored and to access the grounds of the buyer, if so required. Cancellation and repossession do not affect Rolf education’s right to compensation for damage and losses. In such instances, each claim of Rolf Education against the buyer shall become immediately due and payable.

10.4 Goods supplied by Rolf Education which, according to Article 8.1, are subject to retention of title, may not be resold and may never be used as a means of payment. The buyer is not entitled to pledge the goods that are subject to the retention of title, or to encumber them in any other way.

Article 11 – Force majeure

11.1 In case of force majeure, Rolf Education will be entitled to suspend or to partly terminate the Agreement without the obligation to pay compensation to the Buyer or other parties.

11.2 Any failure in the performance of the Agreement for which Rolf Education cannot be held accountable because it is beyond its control will be considered as a situation of Force Majeure.

11.3 In the event that the period during which performance is not possible due to Force Majeure exceeds 6 months, Rolf Education will be entitled to cancel the Agreement, without any obligation to pay the damages that may arise as a result.

11.4 The following situations should be considered as Force Majeure; (a) strikes or labour disturbances held by the employees of Rolf Education or third parties; (b) Illness of employees of Rolf Education or third parties in connection with the performance of the Agreement. (c) war, threat of war, armed conflicts and preparations thereof; (d) terrorist attacks; (e) riot, revolution; (f) natural disasters, including, without limitation, floods, earthquakes, storms, fire including fire not caused by a natural disaster; (g) non- or late delivery of Products by (part) suppliers or other third parties. (h) blockage or obstruction of transport routes, including traffic congestion; (I) loss of utility services due to a supply failure of utility companies; (J) statutory regulations and measures issued by the Dutch government, which interfere with the fulfilment of the Agreement on Rolf Educations’ part, including bans on imports and exports; (K) statutory regulations and government measures
issued by foreign governments or by organs of the European Union, which interfere with the fulfilment of the Agreement on Rolf Educations’ part, including import and export bans;

Article 12 – Unforeseen circumstances

12.1 In the event of unforeseen circumstances, the nature of which means that the buyer, in accordance with the criteria of reasonableness and fairness, cannot expect the agreement to be continued without changes being made to it, either party may apply to the competent court with the request to change the agreement or to terminate it, in part or in full.

Article 13 – Payments

13.1 Unless explicitly agreed otherwise, payment of the net amount must be made in advance or in full within 30 days of the invoice date, without deduction of any (payment) discount, by means of transfer to the bank account specified by Rolf Education.

13.2 If an order has been delivered in parts, Rolf Education shall be entitled to invoice the buyer each partial delivery separately and to demand payment within the applicable payment term.

13.3 If the buyer fails to fulfil its payment obligations, or fails to do so in time or in full, it shall be deemed to be in default by operation of law. In that instance, Rolf Education shall be entitled to charge statutory interest from the day that the buyer is in default of payment.

13.4 Payments made by the buyer shall first be allocated in settlement of all accrued interest and costs and subsequently to settle the invoices that have been outstanding longest, regardless of any instructions from the buyer that settlement is in relation to a more recent invoice.

13.5 If after having entered into the agreement Rolf Education has obtained information that give good reason to fear that the buyer shall not be able to fulfil its obligations, also after Rolf Education has partly or fully processed an order, Rolf Education shall be entitled to demand part of full payment of the price in advance and/or to demand that the buyer provides security for its (other) payment obligations, within a term and in a method to be indicated by Rolf Education. For as long as the demanded payment in advance has not been effected or the demanded security not provided, Rolf Education shall not be obliged to (continue to) perform this or any other agreement it has entered into with the buyer.

13.6 If the payment term has lapsed and payment continues to be forthcoming after a demand has been sent, the extrajudicial collection costs shall also be payable by the buyer in the event that the claim has been outsourced for collection to a third party.

Article 14 – Liability

14.1 All liability of Rolf Education to Buyers, will be limited to the sum paid out under the public liability insurance of Rolf Education including the own risk under this insurance policy. If for any reason whatsoever no sum is paid out pursuant to this insurance, all liability will be limited to the sum of the invoice corresponding to the Agreement on which the buyer’s claim is based.

14.2 Rolf Education shall not be liable for damage of any nature whatsoever, which is caused because Rolf Education has used incorrect and/or incomplete information supplied by or on behalf of the Buyer when the order was placed or at a later stage.

14.3 Rolf Education will not be liable for any infringement of intellectual property rights of third parties caused by Buyer.

14.4 Rolf Education will not—irrespective of the legal basis of the Buyer’s claim—be liable for any consequential damages, including but not limited to losses due to delays or loss of data, lost profits and penalties forfeited by the Buyer.

14.5 Rolf Education shall under no circumstances be liable for business damages/loss of profits and damages of
any nature whatsoever, which is caused by the negligent or injudicious use of the Products by the Buyer or a third party. Injudicious or negligent use shall be understood to mean in any event: the use and storing of the Products supplied in a manner other than that prescribed in the instructions.

Article 15 – Intellectual property rights

15.1 All rights of intellectual property on all Products supplied or made available pursuant to the Agreement, including, without limitation, software, designs, working methods, advice, (sample) contracts, materials such as (database) details, analyses, drafts, documentation, reports, quotations, pamphlets and any related preparatory material, all in the broadest sense of the word, shall rest and continue to rest exclusively with Rolf Education.

15.2 The buyer is not allowed to modify or remove from the documents, software, publications or other materials, any notices pertaining to copyrights, brands, trade names or other intellectual rights, including notices regarding its confidential nature.

15.3 The Buyer is not permitted to use the rights mentioned in paragraph 1, without our written permission, in the broadest sense, including, but not limited to, the making of reproductions.

15.4 The buyer shall indemnify us against any action by third parties based on the infringement of intellectual property rights, with respect to the work carried out by us in the execution of the contract with the counterparty.

Article 16 – Evidence

16.1 Except for evidence to the contrary, the administrative records of Rolf Education are decisive in the event of agreements and ensuing agreements subject to these conditions.

Article 17 – Applicable law and competent court

17.1 The provisions of this article leave intact the right of Rolf Education to obtain a settlement by means of arbitration of the International Chamber of Commerce under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrator(s). The place of arbitration will be Amsterdam, the Netherlands. The arbitral procedure shall be conducted in English.

17.2 Contrary to the statutory rules regarding the powers of the civil court, all disputes with regard to, in connection with, or ensuing from agreements entered into with Rolf Education shall be submitted to the court that has jurisdiction in our place of business. We nevertheless remain entitled to apply to the court competent in accordance with the law. If the law decides that the dispute falls within the subject-matter jurisdiction of the subdistrict court, the dispute shall be submitted to the competent sub-district court instead.

17.3 A dispute can only exist subject to either party informing the buyer thereof, in writing.

17.4 The parties shall apply to the court only after they have exhausted every other possibility to settle a dispute amicably.

Article 18 – Source of these conditions

18.1 The most recently filed version or the version that applied when the agreement was concluded with Rolf Education shall apply.

18.2 The Dutch wording of these conditions shall at all times be decisive in the interpretation of the text.

18.3 These conditions can also be found on our website