GENERAL DELIVERY AND PAYMENT TERMS ROCK N ROLL BMX DISTRIBUTION

Rock N Roll BMX Distribution
Oostzanerdijk 143G
1035EXAmsterdam
T: +31 (0) 20 4081041
E: info@rocknrollbmx.com

VAT number: NL001441134B28
KvK number: 34120842

GENERAL

1. These general delivery and payment terms are applicable to the forming, the content of, and the implementation of all closed agreements with Rock N Roll BMX Distribution. These terms will also account for future agreements. Any other set of terms and conditions is not applicable. Any deviation from these terms should be agreed upon by letter and only apply to the concerning agreement.
2. The “counterparty” is here understood as: any person or corporation willing to or having closed an agreement with Rock N Roll BMX Distribution.

OFFERS

1. All offers by Rock N Roll BMX Distribution are completely non-binding.
2. Regarding composite price tags it cannot be guaranteed that parts of the concerning order are offered for proportional prices.  
3. All specifications are given as precise as possible, even though they remain to be approaches. All catalogs, drawings, models, finances, plans and other documents provided with offers remain a possession of Rock N Roll BMX Distribution and have to be postage-paid returned on first request.
4. In case the counterparty does not wish to close an agreement after having requested an offer, Rock N Roll BMX Distribution is entitled to charge the counterparty for all costs related to the offer.

AGREEMENTS

1. An agreement first comes into being by written admission on the part of Rock N Roll BMX Distribution, as Rock N Roll BMX Distribution is the party responsible for implementation of the agreement.
2. The text of the contract and/or confirmation of order fully represent the agreement. Any adjustments and/or additions to the agreed upon performances apply first after written acceptance by Rock N Roll BMX Distribution. Rock N Roll BMX Distribution is entitled to charge all adjustments and/or additions to applicable rates and to adjust the agreed upon delivery times accordingly.
3. The counterparty is obliged to provide Rock N Roll BMX Distribution both beforehand and during the execution of the agreement with all relevant information, documents and materials necessary for a proper execution of the agreement.
4. In case the proper execution of the agreement brings controversy, Rock N Roll BMX Distribution is entitled to bring in third parties. In the case of agreements with multiple persons, each one of them connected separately.

PRICES

1. The given prizes apply to the delivery from out the warehouse/office of Rock N Roll BMX Distribution (ex works), are excluding VAT and other government-implied levies/taxes, and excluding the costs derived from packaging, transport and cargo, installation, assembly and insurances that are not implicitly included in the agreement.
2. When after having closed an agreement the costs of labor, production or materials rise, Rock N Roll BMX Distribution is entitled to calculate those rises to the counterparty. In the case of a rise of more than 10 percent within the first three months after having closed an agreement, Rock N Roll BMX Distribution will declare the costs at the part of the counterparty. The counterparty is then entitled to cancel the agreement without any further costs, unless Rock N Roll BMX Distribution wishes to continue the agreement under calculation of a lower or zero rise.
3. Unless stated different, all stated prices are set in Euros. Currency fluctuations will be calculated to the counterparty.

CANCELLATION OF AGREEMENTS

1. When the counterparty wishes to cancel an agreement, Rock N Roll BMX Distribution is entitled to charge 40 percent of the agreed upon total amount as cancellation costs. Rock N Roll BMX Distribution has the right to be reimbursed in case of damage or other disadvantages. Rock N Roll BMX Distribution has the option to not accept a cancellation.

DELIVERY

1. All deliveries take place from out the warehouse/office of Rock N Roll BMX Distribution. Responsibilities for risks are carried by the counterparty at the moment of delivery. It is acknowledged that products have been delivered at the moment they are ready to be send out from Rock N Roll BMX Distribution. It is acknowledged that services have been delivered at the moment the counterparty has been apprized.
2. In case the to be delivered products and/or services are composed of several aspects, Rock N Roll BMX Distribution is entitled to deliver them in parts, which can be invoiced separately.
3. Rock N Roll BMX Distribution is entitled to deliver products that slightly deviate from the agreement in cases where it provides the counterparty a comparable or better result.
4. In cases of duration agreements and delivery on call, the counterparty is expected to purchase the agreed upon amount of products and/or services within the agreed upon period, also when the period is set within 6 months after having closed the agreement. Regarding on-call orders the counterparty is expected to ensure Rock N Roll BMX Distribution a delivery term of at least 5 working days.
5. The given delivery terms are given on best approximations and are to be pursued by Rock N Roll BMX Distribution, yet remain to be approximations. The delivery time starts after having received the information, materials, prepayments and confirmation of acridities by the counterparty.
6. Rock N Roll BMX Distribution will inform the counterparty when delivery times will be exceeded and will make a notification about the expected updated delivery time. When not having received such update, the counterparty can do a written request for a new delivery time. When delivery times are exceeded, Rock N Roll BMX Distribution is in no case liable for any form of compensation, although after four weeks after written complaint about culpable not-in-time delivery the counterparty is entitled to cancel the agreement.
7. The counterparty rests a purchase obligation. In case the counterparty does not purchase products on time, Rock N Roll BMX Distribution is entitled to charge the counterparty with the costs and risk and/or to cancel the agreement.

PACKAGING

1. Packaging will be invoiced separately. Only when the parcel is postage-paid received by Rock N Roll BMX Distribution and is in undamaged and a clean state, the calculated package costs will be credited.

TRANSPORT

1. Rock N Roll BMX Distribution could, by request of the counterparty or when the execution of the agreement entails it, carry responsibility for the transport of products to the (specified) address (given by/of) the counterparty.
2. All transport takes place on the costs and risk of the counterparty. Rock N Roll BMX Distribution advices the counterparty at all times to take out an appropriate insurance policy.
3. The mode of transport, the carrier, the packaging and the route will be determined by Rock N Roll BMX Distribution according to best approximations, unless the counterparty has implicitly provided Rock N Roll BMX Distribution with instructions and she carries any additional costs.

FORCE MAJEURE

1. In cases of force majeure, i.e. circumstances which harden or make the regular execution of the agreement impossible, the mutual obligations will be suspended until those circumstances are vanished.
2. Cases of force majeure are, among others, calamities, natural disasters, governmental interventions, wars, uproar, labor strikes, unusual stagnations in production or transport, excessive absenteeism and other unforeseen circumstances which are of influence on the business of Rock N Roll BMX Distribution and her providers.
3. In the case when the force majeure has a duration of more than three months, both parties are entitled to (written) disband themselves from the agreement. Then, Rock N Roll BMX Distribution is entitled to invoice the counterparty for the performances it has ensured before the force majeure came into force. Parties are not entitled to any form of compensation.

OWNERSHIP RESERVATION

1. Rock N Roll BMX Distribution remains the owner of all delivered products until the counterparty suffices all its obligations to Rock N Roll BMX Distribution, including the obligations due to shortcomings in pursuing commitments.
2. The counterparty is obliged to stock all products in property of Rock N Roll BMX Distribution separately from comparable products.
3. As long as the property of the product has not been transferred to the counterparty, the counterparty is not entitled to ensure rights on the concerning products, nor to provide this title to any third party.
4. In case the delivered products are to be processed, cultivated or mixed, Rock N Roll BMX Distribution will receive a sum of equal value.
5. The counterparty has the right to use or sell the delivered products solely conform regular businesses. At situations in which products that still belong to Rock N Roll BMX Distribution are resold, the counterparty has to be aware of the retention of its/ Rock N Roll BMX Distribution’s belongings as noted earlier in this document. At the same time, Rock N Roll BMX Distribution obtains a right of pledge at the moment of resale without possession.
6. If the counterparty does not live up to her juridical obligations (within time), or when he/she becomes liquidated, passes away, requests a suspension of payment/bankruptcy, Rock N Roll BMX Distribution is entitled to reckon the agreement as cancelled. Rock N Roll BMX Distribution is then entitled to immediately (without any juridical forces) reclaim all not (yet) paid for products.
7. After cancellation and return of products, Rock N Roll BMX Distribution is entitled to charge the counterparty for cancellation- and return costs, undiminished her right on compensation for all property damage and other disadvantages.
8. Under penalty of a fine of € 500 per day, the counterparty is obliged to provide Rock N Roll BMX Distribution with all co-operation and information requested to effectuate liens and to enable reclaiming of products owned by Rock N Roll BMX Distribution, and does she provide by acceptance of the agreement an irrevocable authorization to enter all terrains and buildings in which those possessions are located.

INDUSTRIAL PROPERTY RIGHTS

1. All industrial intellectual property rights regarding drawings, models, brands, author rights, product specifications, designs, software, etc. are reserved by Rock N Roll BMX Distribution. By entering the agreement, the counterparty declares to not exceed those industrial property rights, even if no filing of rights has taken place. The counterparty also endeavors to prevent infringement by third parties.
2. The counterparty is not allowed to modify the delivered products or to make any modifications to the name of the brand or the packaging of the product.
3. The counterparty warrants the by her given assignment or data will lead to no violations of rules and/or laws by third parties and exempts Rock N Roll BMX Distribution fully for all claims of third parties.

WARRANTY

1. Rock N Roll BMX Distribution provides warranty only when having agreed on paper. Any probable factory defect will be handled according to the applicable regulations.
2. Provided warranty expires when the counterparty does not use the delivered products according to prescriptions, modifies or processes it or uses/maintains/recovers/changes the product incompetently, and when the counterparty does not meet its obligations to Rock N Roll BMX Distribution.

RECLAIMING

1. The counterparty is held to inspect the delivered products or services on any visual damages or deficits directly on the moment of delivery. If any, they have to be reported to Rock N Roll BMX Distribution by letter. All other cases of reclaiming related to delivered products, services and invoices have to be reported to Rock N Roll BMX Distribution within five working days on paper.
2. In the case of not in due time reclaiming and/or modification to the delivered products it is assumed the delivery and the invoice are approved. Deviations to the usual Dutch quality standards should be agreed upon on paper beforehand. Any slight and/or customary deviations in quality or quantity of the service are never a reason for reclaiming.
3. Only when a reclaim is well-founded by Rock N Roll BMX Distribution, the payment obligations of the counterparty regarding the (partial) performance will be suspended and will lead Rock N Roll BMX Distribution to still deliver the agreed upon performance, unless Rock N Roll BMX Distribution prefers to credit the counterparty for the concerning (partial) performance.
4. When a claim is submitted within due-time and Rock N Roll BMX Distribution disregards the claim, Rock N Roll BMX Distribution is entitled to draw up a binding report by an impartial expert or an independent inspection body.
5. In the case of not-in-time or ungrounded reclaiming, Rock N Roll BMX Distribution is entitled to charge the counterparty for any costs made.
6. In the case of the return of delivered businesses the counterparty takes charge of the costs and risks, and is only allowed after written permission of Rock N Roll BMX Distribution according to her established conditions.

LIABILITY

1. All products and services will be offered to the best power of Rock N Roll BMX Distribution. However, Rock N Roll BMX Distribution is only liable for direct damage whenever it is the result of her negligence or intent. Any indirect damage, lost revenue, lost goodwill and damage at third parties never quality for compensation. The counterparty is advised to have a proper insurance.
2. All advices are provided by Rock N Roll BMX Distribution’s best knowledge. However, they are fully open-ended and Rock N Roll BMX Distribution remains out of liability.
3. In all cases the liability of Rock N Roll BMX Distribution is limited to a reasonable compensation for the damages suffered, with a maximum of the agreed price for the concerning (part of) the products/services delivered. Damages should be notified to Rock N Roll BMX Distribution written within ten days after discovery. If not, all rights for compensation will be lost. All advancements to compensation claims expire twelve months after the day of notification.
4. The counterparty is expected to safeguard Rock N Roll BMX Distribution from any damage compensation claims by third parties.
5. All staff members of Rock N Roll BMX Distribution and by her gathered third parties have the option to appeal for these provisions.

SHORTCOMING & RESCISSION

1. In case the counterparty does not meet one of her obligations (on time), or when she is/gets liquidated/dies/applies for a moratorium or bankruptcy, or when batter is placed under her, all claims by Rock N Roll BMX Distribution become fully claimable and makes Rock N Roll BMX Distribution entitled to disband from any agreements without any notice of default or juridical power. It also makes Rock N Roll BMX Distribution entitled to suspend from any delivery of products/services and/or full payment of all claims, unabated the right of Rock N Roll BMX Distribution for full compensation of all financial loss and other losses.

RETENTION

1. In case the counterparty does not meet her obligations or does not provide full guarantee therefore, Rock N Roll BMX Distribution is entitled to have full retention on all goods which it holds for the counterparty.

PAYMENT

1. All payments should be credited on the bank account number appointed by Rock N Roll BMX Distribution within 14 days after the invoice date. The counterparty is not entitled to any suspension, discount or settlement unless it has been approved on paper by Rock N Roll BMX Distribution.
2. When exceeding the agreed upon payment terms, the counterparty is in default without notice, leading to all discounts granted to become retroactive with direct effect.
3. Payments should be met in agreed upon currency. If there is a lack thereof, the currency as displayed on the invoice becomes leading.
4. All payments deduct (regardless of any contrary indication) first of all the (extra) judicial costs, then the costs on the appeared interests, and finally on the oldest outstanding invoice.
5. Rock N Roll BMX Distribution is entitled to, both prior and subsequent to making an agreement, request the guarantee that the counterparty meets her payment and all other agreed upon obligations.  

INTEREST & FEES

1. When exceeding the agreed upon payment term, the counterparty is charged an interest fee of 1% per month on all outstanding amounts, starting at the invoice date. Herein a part of a month counts as a full month.
2. All costs regarding the debt collection are on charge for the counterparty. The extrajudicial costs amount at least 15% of the total claim including interest. The judicial costs amount all factual made costs made regarding legal counsel, including the costs that exceed the liquidation rate.

APPLICABLE LAW & DISPUTES

1. For the creation, the content and the performance of all with Rock N Roll BMX Distribution closed agreements the Dutch law is the only law applicable.
2. Trade- and delivery conditions are determined according to the I.C.C. Incoterms, as most recent established by the International Chamber of Commerce in Paris.
3. All conflicts regarding the creation, the content and the performance of all with Rock N Roll BMX Distribution closed agreements can be settled at court within our location(s). Rock N Roll BMX remains entitled to propose a conflict to a judge who is entitled to take note thereof by the law of international agreements.

FINAL PROVISIONS

1. In case provisions in an agreement or in these terms and conditions are to be professed as non-binding, legal arrangements that fit the provision or agreement best will be in charge. The other provisions still are at force, unabridged.
2. Rock N Roll BMX Distribution is entitled to change her trading conditions. New delivery- and payment terms and conditions will come into force once the counterparty gets notified thereof.