Terms and conditions

1.2 These terms and conditions apply to everything we do at Roofduct Products B.V., including but not limited to offers and agreements between us and our clients, whom we refer to below as the “Client”.

1.3 Any deviation from these terms and conditions must be expressly agreed in writing between us and the Client.

1.4 We expressly reject any purchasing or other conditions of the Client.

1.5 If one or more provisions of these terms and conditions are declared invalid, void or annulled, the remaining provisions remain in force. We will then replace the invalid, void or annulled provisions with new provisions that correspond as closely as possible to the invalid, void or annulled provisions.

1.6 The fact that at any given moment we do not demand compliance with one or more provisions of the agreement, including the provisions of these terms and conditions, does not affect our right to demand compliance by the Client at a later date.

1.7 These terms and conditions do not apply insofar as the agreement between us and the Client deviates from them.

2.1 At Roofduct Products B.V. we do our best to make our clients the best offers, but all our offers are without obligation, unless we expressly state otherwise in the offer.

2.2 An agreement is only formed once we and our Client reach agreement in writing.

2.3 Once we have an agreement, it can only be amended if we reach written agreement about it with the Client. For example, changes to the quantity or the price of the products or services we supply can only be made by mutual written consent.

3.1 Prices and VAT. All prices quoted by Roofduct Products B.V. are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise. Payments must be made including VAT and/or other levies.

3.2 Additional goods, works and services. The prices apply only to the goods, services and works specifically named in the agreement. All goods supplied, works performed and/or services rendered by Roofduct Products B.V. in addition to these will be invoiced separately at the prices applicable on the day of delivery or provision of the service.

3.3 Price changes. Prices quoted by Roofduct Products B.V. are based on the purchase prices, taxes and other such factors applicable at the time of quotation. If, after the agreement has been concluded, one or more of the aforementioned factors change, Roofduct Products B.V. is entitled to amend the agreed price.

3.4 Payment term. All invoices will be paid by the Client in accordance with the agreed payment conditions stated on the invoice. In the absence of such conditions, the Client must pay within 14 days of the invoice date.

3.5 Default. If the Client does not pay the amounts due within the agreed period, the Client is in default by operation of law. The Client will owe statutory interest on the outstanding amount, without prejudice to its other obligations.

3.6 Collection costs. Collection costs, both judicial and extrajudicial, are at the Client's expense, subject to a minimum of € 250.

3.7 Order of settlement. Payments made by the Client will always be applied first to all interest and costs due, and secondly to the payable invoices that have been outstanding longest.

4.1 Objection to an invoice. If the Client objects to an invoice from Roofduct Products B.V., it must notify us in writing within 8 days of the invoice date. If the Client does not complain in time, its right to correction of the invoice lapses.

4.2 Consequences of a complaint. A complaint by the Client does not suspend its payment obligations. This means that despite the objection, the Client must pay the invoice within the agreed period.

4.3 The Client's duty to inspect. It is the Client's responsibility to inspect the goods, services and works for visible defects immediately upon receipt. If visible defects are found, the Client must complain about them in writing to Roofduct Products B.V. within 8 days of receipt.

4.4 Warranties and complaints procedure. In addition to the Client's obligation to complain in good time about visible defects, the Client may also invoke warranties given by Roofduct Products B.V.. The complaints procedure drawn up by Roofduct Products B.V. and published on the website applies to this.

4.5 Burden of proof in complaints. In the event of a complaint by the Client, the burden of proof that what has been delivered does not comply with the agreement lies with the Client. If Roofduct Products B.V. considers the complaint justified, it will repair or replace what has been delivered.

4.6 Limitation period. A complaint by the Client is only valid if it is made within a reasonable period. The law does not define a reasonable period, but in practice a period of 2 months after discovery of the defect is considered reasonable. Complaints submitted after this period will no longer be dealt with.

5.1 Dissolution by Roofduct Products B.V.. Roofduct Products B.V. may, without being liable for any compensation as a result, dissolve its agreement with the Client in whole or in part, in writing, with immediate effect and without judicial intervention if: (a) the Client applies for a suspension of payments or bankruptcy or is declared bankrupt, or offers a composition outside bankruptcy, or any part of its assets is attached; (b) the Client is placed under administration or guardianship; (c) the statutory debt restructuring scheme is declared applicable to the Client; (d) the Client ceases its activities, stops pursuing its statutory objective, decides to liquidate, otherwise loses its legal personality, or transfers or merges its business; (e) the Client fails to fulfil one or more obligations arising from the relevant agreement, or fails to do so in time or properly.

5.2 Consequences of dissolution. Upon dissolution, existing mutual claims become immediately payable. The provisions of the previous paragraph do not affect the other rights available to Roofduct Products B.V. in the event of a failure by the Client to perform, such as the right to claim damages and/or performance of the agreement.

5.3 Termination by the parties. If, by its nature and content, the agreement does not end through a specific performance and has been entered into for an indefinite period, either party may terminate it by written notice after proper consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable period must be observed. In that case Roofduct Products B.V. will never be liable for any compensation as a result of the termination.

6.1 Termination or suspension of the agreement. If, due to force majeure, performance of the agreement without failure is not possible for Roofduct Products B.V., it has the right to terminate the agreement in whole or in part or to suspend performance of the agreement temporarily, without being liable for any compensation.

6.2 Definition of force majeure. Force majeure means a circumstance that prevents performance of the agreement and cannot be attributed to Roofduct Products B.V.. Examples are strikes and illness of staff, operational disruptions, government measures and transport disruptions. This applies both when they occur at Roofduct Products B.V. and at its suppliers.

6.3 Partial performance. If Roofduct Products B.V. has already partly fulfilled its obligations before the force majeure occurred, or can only partly fulfil its obligations because of the force majeure, it is entitled to invoice the part already delivered or deliverable separately. The Client is obliged to pay this invoice as if it concerned a separate agreement.

6.4 Invoking force majeure after the due date. Roofduct Products B.V. has the right to invoke force majeure even if the non-attributable circumstance that prevents performance of its obligation only occurs after it should have fulfilled that obligation.

7.1 Limitations of liability. Roofduct Products B.V. is not liable for damage except in the cases described in this article.

7.2 Exclusion of indirect damage. Roofduct Products B.V. is not liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

7.3 Limitation of direct damage. Roofduct Products B.V. is only liable for direct damage resulting from an attributable failure in its obligations under the agreement or from a tort, up to an amount equal to the amounts invoiced or to be invoiced to the Client under the agreement, excluding VAT and other government levies, up to a maximum of € 10,000.

7.4 Conditions for liability. Liability of Roofduct Products B.V. only arises if the Client has given Roofduct Products B.V. proper written notice of default, setting a reasonable period to remedy the failure, and Roofduct Products B.V. continues to fall short in the performance of its obligations in an attributable manner after that period as well.

7.5 Force majeure. Roofduct Products B.V. is not liable if a failure is the result of force majeure.

7.6 Exception to the limitations. The limitations set out in this article do not apply if the damage is the result of intent or gross negligence on the part of Roofduct Products B.V. or its managerial subordinates.

7.7 Limitation period. Any liability of Roofduct Products B.V. lapses after one year, calculated from the moment the damage arose, on the understanding that any liability of Roofduct Products B.V. lapses in any event after one year, calculated from the end of the agreement to which the damage is most closely related.

8.1 Indemnity in the event of non-performance of obligations. The Client indemnifies Roofduct Products B.V. against all possible third-party claims arising from the Client's failure to fulfil the obligations resting on the Client under an agreement and these terms and conditions.

8.2 Indemnity in the event of damage. The Client further indemnifies Roofduct Products B.V. against third-party claims relating to damage arising in connection with the performance of an assignment. If the Client is held liable by a third party for damage for which the Client and/or the third party may or will hold Roofduct Products B.V. (partly) liable, the Client must inform Roofduct Products B.V. in writing within 8 days of the third-party claim.

8.3 Handling of claims. The Client will only settle such claims in consultation with Roofduct Products B.V., failing which the Client's claims against Roofduct Products B.V. lapse.

9.1 The parties acknowledge the confidential nature of the information they receive from each other in the context of the agreement. They undertake to keep all confidential information secret and to use it solely for the purpose for which it was provided.

9.2 Confidential information means all information, in whatever form, that has been designated as confidential by one of the parties or that can reasonably be assumed to be confidential in nature.

9.3 The parties will take all reasonable measures to protect the confidential information and will not disclose this information to third parties, except insofar as this is necessary for the performance of the agreement or if they are legally obliged to do so.

9.4 The confidentiality obligation remains in force after the agreement has ended.

9.5 If a party has to provide information to a third party, for example to a government body or a supervisory authority, that party will inform the other party without delay, unless a statutory provision prohibits it from doing so.

9.6 In the event of a breach of the confidentiality obligation, the breaching party is liable for the damage the other party suffers as a result.

10.1 Dispute resolution. If disputes arise between the Client and Roofduct Products B.V. that cannot be settled amicably, they will be submitted to the competent court in ’s-Hertogenbosch. Both parties will abide by the judgment of that court.

10.2 Applicable law. All agreements between the Client and Roofduct Products B.V. are governed by Dutch law. Any disputes between the parties will be settled in accordance with Dutch legislation and case law.

Roofduct Products B.V. · Citadel 41 · 4194 CT Meteren · The Netherlands · info@roofduct.com