Terms of service
GENERAL TERMS AND CONDITIONS OF SALE and DELIVERY of
RAPIDE INTERNATIONAL B.V., a private limited company
with its registered office in Haaksbergen, the Netherlands, registered with the Enschede Chamber of Commerce under number 08197048.
1. The conditions below apply to all offers and quotations made by Rapide International B.V., agreements concluded with Rapide International B.V. and assignments granted to Rapide International B.V., both national and international.
2. In these conditions "buyer" means every
(legal) person who has entered into, or wishes to enter into, an agreement with Rapide International B.V. and, apart from these representatives, authorized representative(s), assignee(s) and heirs.
3. Supplements to and/or deviations from these conditions are only valid if they have been agreed in writing by Rapide International B.V. and the buyer.
4. In the event that Rapide International B.V. has made a deviation from these terms and conditions in any agreement
with the buyer, the buyer can never invoke this in subsequent agreements. Deviations from these conditions must always be explicitly agreed in writing.
5. In the present case where the buyer has his own purchasing conditions, the general sales and delivery conditions of Rapide International B.V. will prevail at all times unless expressly agreed otherwise in writing between the buyer and Rapide International B.V.. This must then take place at the request of the buyer. This phrase applies without prejudice to orders and deliveries abroad.
2. RIGHT OF RETURNS
Consumers, who have made prepaid purchases via our website, have the right to return items within fourteen days without giving a reason. No prior authorization is required before returning items.
3. OFFERS, OFFERS and AGREEMENTS
1. All offers and quotations made by Rapide International B.V., whether in the form
of price lists, printed matter, brochures or otherwise - including oral offers/quotations and other statements by representatives or employees of Rapide International B.V. - are always without obligation.
2. Arrangements or agreements with members of the staff of Rapide International B.V. are not binding on Rapide International B.V. in so far as they have not been confirmed in writing by its management. In this context, all employees who are not part of the management of Rapide International B.V. are to be considered as Rapide International B.V. employees.
3. All quotations have a maximum period of validity of 14 days after the quotation date unless otherwise described in the quotation.
4. An agreement between Rapide International B.V. and the customer will only come into being
if and after an order has been signed for approval in writing by an authorized representative of the customer and returned to Rapide International B.V., or in the absence of this, Rapide International B.V. has proceeded to deliver in accordance with the order. The date of conclusion of the agreement will then be the date of the written confirmation of the order by or on behalf of Rapide International B.V. or the date of delivery respectively.
5. If an agreement is concluded by Rapide International B.V. with
two or more parties, these are jointly and severally liable for the fulfilment of all obligations resulting from the agreement.
6. Rapide International B.V. is authorised to
engage the services of third parties
for the execution of the delivery order issued to it
and to pass the price of these services on to the client, provided this has been agreed with the client.
7. In the case of carriage-paid deliveries, the cheapest method of shipment shall always be used. In the event of any other method of shipment at the purchaser's request, the additional costs shall be borne by the purchaser.
1. All prices are in Euros and are exclusive of VAT.
2. Unless expressly agreed upon at the time of order confirmation, the price shall not include any: A. Start-up costs, including drawing and cliché costs. B. Packing and handling costs.
3. For order prices lower than € 600,- (excluding VAT), administration costs may be charged in addition to shipping costs.
4. Prices are based on cost prices applicable at the time of offer. If these cost prices have increased since the date of the offer due to price increases of raw materials, materials, auxiliary materials, components, transport costs, wages, insurance premiums, fiscal charges, import duties, exchange rates, etc. Rapide International B.V. has the right to increase the price accordingly.
5. The provisions of the previous paragraph also apply if these cost price increasing factors were foreseeable at the time the agreement was concluded.
6. However, if the cost price increase in accordance with paragraph 4 amounts to more than 15%, the customer shall be entitled to cancel the order within 3 days of the time at which the customer became aware of it.
7. Price increases resulting from supplements and/or amendments to the order or agreement shall be at the customer's expense.
5. DELIVERY/DELIVERY TIME
1. Statements of delivery dates are approximate and are not binding to Rapide International B.V. unless expressly agreed otherwise in writing.
2. The exceeding of agreed delivery dates, provided this is within reasonable limits, does not entitle the buyer to claim compensation in any form whatsoever, to non-acceptance or to dissolve the agreement in its entirety or to suspend the fulfilment of any of the buyer's obligations under the agreement in part or in full.
3. Rapide International B.V.'s obligation to deliver will be met by the goods being
offered once. The receipt signed by the buyer or the person representing him will serve as full proof of delivery. In the event of non-acceptance, travel, storage and other costs will be borne by the buyer. The buyer will also bear the risk of all direct or indirect damage that may be caused to or by these goods for the buyer, Rapide International B.V. and/or third parties.
4. If the information required for the execution of the delivery order has not been made available to Rapide International B.V. on time or if timely delivery is not possible due to any fault of the buyer, the delivery date will in any case be postponed by such a period or by such a number of days as Rapide International B.V. deems reasonable in order to still be able to fulfil the obligations under the agreement.
5. In case of late delivery the customer must at all times give Rapide International B.V. written notice of default and allow it a reasonable period of time to still fulfil its delivery obligation.
6. RETENTION OF TITLE AND TRANSFER OF OWNERSHIP
1. The delivered goods will remain the property of Rapide International until the customer has fulfilled all his payment and other obligations.
2. Subject to the provisions of article 9, paragraph 5, Rapide International B.V. is entitled to take back the delivered goods if the buyer fails to meet any obligation under the agreement, fails to meet it on time or properly, or if another circumstance as mentioned in article 6.1 occurs. To this end, the buyer grants Rapide International B.V. irrevocable authorization to gain access to the room(s) where the delivered goods are located, failing which the buyer will forfeit a penalty of € 5,000.00 per day, without prejudice to the right of Rapide International B.V. to claim full compensation for damages.
3. In the event that Rapide International B.V. has actually taken back the delivered goods, the agreement will be dissolved by in accordance with the provisions of article 6.1.
4. The buyer is obliged to notify Rapide International B.V. immediately in writing of the fact that third parties
are asserting rights to the goods delivered by Rapide International B.V. insofar as these are not (yet) his property, as well as when any of the circumstances mentioned in article 6.1 occur. Should it later appear that the buyer has not fulfilled this obligation, he will owe a penalty amounting to 30% of the amount due, excluding VAT, with a minimum of € 500.00.
5. The buyer undertakes, at Rapide International B.V.'s first request: - to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make this insurance policy available for inspection; - to pledge all the buyer's claims against insurers with respect to the goods delivered under retention of title to Rapide International B.V. in the manner described in the policy in the manner described in article 3:239 of the Dutch Civil Code; - to pledge to Rapide International B.V. the claims which the buyer acquires against his client in the event of resale of goods delivered by Rapide International B. under retention of title to pledge to Rapide International B.V. in the manner prescribed in article 3:239 of the Civil Code; - to mark the goods delivered under retention of title as the property of Rapide International B.V.; - to cooperate in other ways to all reasonable measures which Rapide International B.V. wishes to take to protect its right of ownership with respect to the goods and which do not unreasonably impede the customer in the normal course of business.
7. TERMINATION OF AGREEMENT
1. Rapide International B.V. reserves the right to immediately terminate
the agreement(s) with the buyer without judicial intervention if the buyer:
A. is declared bankrupt, or Is declared bankrupt, applies for a moratorium or is placed under administration.
B. Does not fulfil any (payment) obligation under the agreement, or does not fulfil it properly or on time.
C. decides to liquidate and/or shut down its company.
D. loses free control over its assets or, if the customer is a natural person, is placed under guardianship or dies.
2. Upon termination as referred to above all claims on the buyer will be immediately due and payable and Rapide International B.V. will also be entitled to claim full compensation for damages, lost profits, interest and costs.
3. The item "loss of profit" amounts to at least 15% of the agreed price with a minimum of € 500.00 (excluding VAT) unless proven otherwise; the item "loss of interest" will have the height of the statutory commercial interest.
8. RISK TRANSFER
The goods delivered by Rapide International B.V. are, without prejudice to the provisions of the previous paragraph, at the risk of the buyer as of the time of delivery. This also applies if the buyer himself collects the goods or has them collected.
1. The liability of Rapide International B.V. under the terms of the agreement entered into with the buyer is limited to the invoice amount of the agreement, excluding VAT, or in the alternative to the amount of the payment made by the insurance company, insofar as this liability is covered by the insurance.
2. Rapide International B.V. is not liable for the customer's choice of color, shape, material, etc. of the delivered goods and materials and does not guarantee that the delivered goods and materials are suitable for the use that the customer advocates. After all, Rapide International B.V. only undertakes to deliver the goods.
3. Liability is limited to the composition of the delivered product. If the composition is determined in consultation with or by the buyer and the buyer has given his approval, the liability lies with the buyer.
4. If a product is used for a purpose or in a way other than that specified by Rapide International B.V. Rapide International B.V. is not liable.
5. Minor color deviations as well as deviations in quantity of 10% or less are no reason for rejection.
6. Neither is Rapide International B.V. liable for the consequences of errors in the
film masters or any other similar material provided by the customer
for printing the uniform article code or any other
similar code, or for the difficulties or the consequences of difficulties encountered in the use of the printed code.
The film-masters given by the buyer shall also be understood to mean the proofs of printed matter with a uniform article code approved by the buyer.
7. Incorrect storage of the goods by the buyer excludes liability on the part of
Rapide International BV.
8. Under no circumstances can the customer make any claims against Rapide International B.V. after the delivered goods or a part thereof have been taken into use, processed or treated. The customer has the obligation to carry out an incoming inspection before processing and in case of objections, to inform Rapide International B.V. immediately for further consultation.
9. Rapide International B.V. uses normal inks for printing. Should the customer have any special requirements with regard to, for example, light and alkali resistance, rub resistance, etc., then this must be explicitly stated beforehand. Even if Rapide International B.V. accepts these requirements, minor deviations from them cannot give cause for refusal or liability on the part of Rapide International B.V. Rapide International B.V. will only make print proofs available if the buyer explicitly requests and pays for them, or if Rapide International B.V. deems this desirable. Printing proofs signed for approval by the client are binding for the execution of the order and can therefore not give rise to complaints. The parties explicitly exclude the liability of Rapide International B.V. for the consequences of the (in)usefulness of the so-calledEAN symbol ("barcode") or any other code, applied to the goods delivered by Rapide International B.V. at the buyer's request, and for the consequences of the incorrect reading of such a code by the equipment used for this purpose, except in the case of an attributable shortcoming on the part of Rapide International B.V. in the production. In the absence of specific written instructions from the customer, orders will be carried out using substances commonly used in the industry according to normal production methods. All further liability, be it for direct or indirect damages, costs and interest, for whatever reason, is excluded. The buyer indemnifies Rapide International B.V. against all prosecutions, demands or other actions from third parties, insofar as these are the result of liability and/or damage on the part of the buyer, unless the actions and/or omissions carried out by the buyer are the result of Rapide International B.V.'s failure to fulfil its contractual obligations, or failure to do so on time or properly.
1. Unless otherwise agreed in writing, all payments are to be made within 30 days of the invoice date, either in cash at the offices of Rapide International BV or into a bank account to be indicated by Rapide International BV.
2. All payments are to be made without set-off.
3. In the event that Rapide International B.V. has not received the invoice amount from the buyer within a period of 30 days, the buyer will be in default by operation of law (without notice of default); the buyer will owe interest on the amount due in accordance with the statutory commercial interest rate with a minimum of 1% per month, applicable during the period in which the buyer is in default, whereby the time is counted in full months.
4. If payment of an invoice is not received within 30 days of the invoice date and Rapide International B.V. then takes legal action to obtain payment from the buyer, the latter will be liable to pay the (extra)judicial collection costs incurred by Rapide International B.V.. These costs are set at 15% of the principal sum to be paid (or part thereof) with a minimum of € 250,00 without prejudice to any
legal costs payable by the customer by virtue of a court ruling.
5. All payments made by or on behalf of the customer shall first be applied to reduce the costs and interest due and then to reduce the principal sum of the oldest outstanding invoice.
6. If the customer defaults on payment of a partial delivery or delivery phase, Rapide International B.V. has the right to suspend
the other orders or phases to be carried out for the period of time during which the customer leaves a payable (partial) invoice unpaid, without prejudice to the right of Rapide International B.V. to terminate the order(s) definitively after notice of default and to demand payment of all that which is owed to Rapide International B.V. up to that time. In that case Rapide International B.V. will also be entitled to compensation according to article 6.
7. Regardless of the agreed payment conditions Rapide International B.V. is entitled
at all times to demand security for payment and to discontinue the finishing of the order if this security is not provided.
11. FORCE MAJEURE
1. Force majeure includes the situation where Rapide International B.V., due to exceptional circumstances such as fire, traffic or transport problems, mobilisation, state of siege, unrest or rioting, import or export impediments and other government measures or regulations and furthermore any circumstance over which Rapide International B.V. cannot reasonably exercise any influence, is unable to fulfil the order in accordance with agreements made.
2. In the event of force majeure Rapide International B.V. has the right to either suspend fulfilment of the agreement without judicial intervention for as long as the force majeure situation continues, or to terminate the agreement, without Rapide International B.V. being liable to pay any damages or penalty to the customer. Rapide International B.V. has the right to invoice the customer pro rata for any goods supplied up to that point.
3. However, if the execution of an order is suspended by more than 20 working days the buyer is entitled to terminate the agreement.
4. Upon termination as mentioned above Rapide International B.V. has the right to demand payment for everything that has been delivered/carried out up to that point and Rapide International B.V. is not obliged to pay any damages or penalty to the customer.
1. The buyer is obliged to examine the purchased goods, or have them examined, on delivery. In doing so the buyer must check whether the delivered goods comply with the agreement, i.e.:
- whether the correct goods have been delivered;
- whether the quantity of the delivered goods complies with what was agreed;
- whether the delivered goods do indeed meet the agreed quality requirements or - if these are lacking - the requirements that may be set for normal use and/or commercial purposes.
2. The buyer can no longer claim a defect in the performance if he has not protested to Rapide International B.V. in writing by registered letter within a reasonable period of time after he has discovered or reasonably should have discovered the defect, if he has not offered Rapide International B.V. the opportunity to check and rectify the defects, if he has processed or treated the delivered goods in whole or in part, or has allowed them to be put into use, processed or treated, or has resold them to third parties.
3. A reasonable period of time is understood to mean within 8 days of receipt of
the goods or, if they have not yet been delivered, within 8 days of the customer discovering a defect, whereby he must inform Rapide International B.V. in writing, accompanied by evidence, of what the defect is and when and how he discovered it. Complaints concerning invoices must be in the possession of Rapide International B.V. at the latest within 5 working days after the date of dispatch by means of a registered letter.
4. After expiry of the above-mentioned terms the buyer is deemed to have approved the delivered goods or the invoice respectively. In this case complaints will no longer be processed by Rapide International BV. Until Rapide International B.V. has responded to the complaint the buyer is not allowed to process the delivered products unless the buyer has decided not to make any complaints.
6. Complaints regarding part of the delivered goods cannot be a reason for rejection of the entire delivery.
7. Minor deviations deemed permissible in the trade cannot constitute grounds for complaints. This includes, but is not limited to, deviations in color and quantity as referred to in article 8 paragraph 3. Complaints concerning the provisions of article 8, in respect of which liability is therefore excluded, will not be accepted.
8. Even if the buyer complains in time, his obligation to pay and take delivery of orders placed shall remain in force. Goods can only be returned to vendor with prior written consent.
1. In the event that the buyer cancels an order in whole or in part, Rapide International B.V. has the right to charge the buyer a cancellation fee of at least € 500.00, which will be calculated over the net purchase price in the following schedule:
A. Up to 31 working days before the agreed delivery date a percentage of 35 %.
B. 30 - 20 working days days before the agreed delivery date 50 %2
. The request to cancel all or part of an order within 20 working days before agreed delivery date, and/or after partial execution of the order cannot be complied with.
3. Cancellation must be made in writing by registered letter. The date of receipt of the letter is the date of cancellation.
1. Rapide International B.V. reserves all industrial and intellectual property rights with respect to
the manufactured and semi-manufactured products it supplies and the inventions, recipes and copyrighted works contained therein, even when the customer has placed an order.
2. The buyer is prohibited from copying, changing, reproducing the products developed by Rapide International B.V. without the express permission of Rapide International B.V.. Upon violation of this the buyer will forfeit a fine of € 50,000.00 per violation, without prejudice to Rapide International B.V.'s right to dissolve all contracts still in progress and to claim compensation/loss of profit in accordance with the provisions of article 6.
3. Rapide International B.V. will take measures to ensure that all data made available to Rapide International B.V. by the customer
will only be used for the realization of the order. Rapide International B.V. will not disc lose this information to third parties without the written permission of the customer.
4. Rapide International B.V. will comply with reasonable instructions from the customer regarding the guarantee
5. The buyer is not permitted to transferhis rights and/or obligations resulting from the agreement with Rapide International BV.
Transfer of rights and/or obligations is only possible after the customer has informed Rapide International B.V. of this and has received Rapide International B.V.'s explicit written consent.
6. By giving an order to duplicate or reproduce objects protected by the Copyright Act or any industrial property right, the customer declares that no infringement of third party copyright or industrial property rights is made. The buyer indemnifies Rapide International B.V. in and out of court for all consequences, both financial and otherwise, arising from the duplication or reproduction.
7. Should no order follow an ordered recipe, as referred to under 13.1, then this will be invoiced after 1 month, while the duplication and reproduction rights will remain with Rapide International B.V.
8. Copyright is not included in the cost of the prescription.
1. Dutch law applies to all offers, quotations, orders, order confirmations and
agreements resulting from these. Any dispute arising from this can, if the court is competent, in the first instance only be brought before the court in Haarlem, unless Rapide International B.V. wishes to bring the dispute before the court which is competent in the customer's place of residence or business.
2. If desired by Rapide International B.V. and the buyer, the parties can submit their dispute to an arbitration committee to the exclusion of the civil court and appeal. If it is decided to call in an arbitration committee, it is hereby stipulated that:
A. A dispute exists when 1 party declares that this is the case.
B. An arbitration commission consists of 3 arbitrators and their decision is binding.
C. The appointment of arbitrators shall be made as follows: 1 by the plaintiff party, 1 by the defendant party and 1 third expert appointed by both arbitrators. Their charge shall continue until a final decision is rendered.
D. At least 1 of the arbitrators shall be a legal expert (master of law).
E. The arbitrators must be appointed no later than 4 weeks after submission of the relevant request.
F. A request to commence arbitration proceedings shall be made by registered letter to the arbitrators as soon as they have been appointed. This letter shall clearly state the disputes and requirements.
G. A request is no longer admissible if the performance to which the dispute relates has been in existence for more than 6 months.
H. The proceedings will be conducted in the manner to be determined by arbitrators in each case.
I. The arbitrators shall render justice in due time as good men in equity, without being bound by the strict rules of law.
J. The arbitrators are authorized to claim, either from the claimant or from both parties, an advance as guarantee for the payment of the costs of arbitration.
K. The unsuccessful party shall be ordered to pay the costs of arbitration, including the costs of the other party, up to an amount to be determined by the arbitrators.
L. If the parties are mutually unsuccessful on any point, the costs of the arbitration may be apportioned between them and those of the parties themselves may be compensated in whole or in part.
M. The arbitrators' fees, up to the amount to be determined by them, shall be included in the above-mentioned costs.
N. The arbitrators are bound to secrecy with regard to everything that comes to their knowledge in their function.