General terms & conditions
of Romar-Voss B.V. and Romar-Voss Floor Systems B.V., jointly and individually referred to below as “Romar-Voss”, with registered office and principal place of business at Bevelantstraat 5, 6088 PB Roggel, the Netherlands.
Article 1. Scope
1.1. Unless expressly agreed otherwise in writing, these general terms and conditions (the “general conditions”) govern all offers, instructions, contracts and commitments, however described, between Romar-Voss and any third party (“the buyer”).
1.2. Romar-Voss will not be bound by any general or special terms and conditions of the buyer.
Article 2. Offers and prices
2.1. Offers made by or on behalf of Romar-Voss are subject to contract.
2.2. Prices, descriptions, etc., contained in printed materials are subject to change and therefore do not bind Romar-Voss. No rights can be asserted against Romar-Voss on the basis of information about products contained in brochures or advertising materials, or on the basis of samples supplied by Romar-Voss to the buyer.
2.3. All prices are net of tax liabilities incurred as at the delivery date.
2.4. If following the making of an offer or the creation of a binding contract there is any significant change to any cost-determinant factor, Romar-Voss is entitled to increase the agreed prices accordingly. If the increase in price is greater than 10%, the buyer is entitled to terminate the contract.
Article 3. Creation of a contract
3.1. A contract is not binding until it has been confirmed in writing by Romar-Voss, or until Romar-Voss delivers the goods.
3.2. No addition or alteration to a contract is binding until it has been agreed in writing.
Article 4. Delivery/delivery date
4.1. The specified delivery date is approximate only, and cannot be regarded as a deadline unless expressly agreed otherwise in writing.
4.2. No failure to deliver in time, for whatever reason, will create any liability upon Romar-Voss to compensate the buyer or any third party for any loss suffered, unless this failure is the result of any deliberate act or gross negligence on the part of Romar-Voss or its management.
4.3. Unless expressly stated otherwise in the order confirmation, goods supplied by Romar-Voss may differ in colour by no more than ∆ (delta) E 2.5 from the colour specified in the offer and/or accompanying product information. If the difference in the colour of the goods supplied lies within the said tolerance range, then the buyer will have no right to refuse the purchased goods or to claim any kind of compensation or replacement of those goods.
4.4. If the buyer refuses to take possession of the delivered goods, the cost of return shipment, storage and other necessarily incurred costs will be the liability of the buyer.
4.5. Romar-Voss is entitled to deliver the goods in parts.
Article 5. Payment and Default
5.1. Unless agreed otherwise, payment should be made within 30 days following delivery by transfer to the bank account number specified on the invoice. Unless agreed otherwise, all costs relating to payment are the liability of the buyer.
5.2. If payment is not made within the specified time, the buyer will be in default and liable to pay interest on the sum invoiced or the unpaid part of the sum invoiced at the contract rate of 1% per month or at the statutory interest rate, whichever is higher.
5.3. Payments made by the buyer will first be used to cover costs, then interest and then outstanding debts, starting with the oldest, even if the buyer stipulates that the payment is to be used for a different purpose.
5.4. The buyer is deemed to be in default of payment, without the need for any formal warning or notice of default, if the buyer dies, is appointed a receiver, applies for a provisional moratorium, is declared insolvent, or if any third-party attachment order is secured upon its assets or any part thereof.
5.5. Any judicial and extrajudicial collection costs and other costs necessarily incurred by Romar-Voss as a result of the buyer's default are the liability of the buyer. If the buyer is a legal entity, or a natural person acting in the course of a business or profession, the extrajudicial costs payable by the buyer may either be the amount of costs actually incurred, or 15% of the outstanding principal debt plus contractual interest thereon, being not less than €250.00, at the discretion of Romar-Voss. If the buyer is a natural person not acting in the course of a business or profession, the extrajudicial collection costs will be calculated according to the Dutch Reimbursement of Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
5.6. Romar-Voss is always entitled to require advance payment or a guarantee from the buyer before delivery of the goods. If the buyer fails to provide the advance payment or guarantee, Romar-Voss is entitled to terminate or suspend its obligations to the buyer, without prejudice to its right to claim reimbursement of all loss, costs and interest from the buyer.
Article 6. Force majeure
6.1. In these general conditions, the term “force majeure” covers all situations as defined in legislation and case law, as well as all external circumstances, whether or not foreseen, over which Romar-Voss has no influence and as a result of which Romar-Voss is unable to comply with its obligations, including a walkout at a business other than Romar-Voss, wildcat or political strikes within Romar-Voss, epidemic, pandemic, extreme weather conditions, fire, explosions, a lack of necessary raw materials, ingredients or products and other goods or services required for the performance of the contract terms, as well as any cessation of business by suppliers or other third party on which Romar-Voss is dependent, or any general transportation problems.
6.2. During the period of force majeure the contractual obligations of Romar-Voss, including the obligation to deliver, are suspended. If Romar-Voss is unable to comply with its obligations for a period of more than three months due to force majeure, either party is entitled to terminate the contract, without thereby incurring any liability for compensation.
6.3. If at the time the force majeure arises Romar-Voss has already complied with some of its obligations, or is only able to comply with some of its obligations, it is entitled to invoice separately for the goods or services actually delivered or deliverable, and the buyer must pay this invoice as though it related to a separate contract, unless the part already delivered or deliverable has no value of its own.
Article 7. Retention of title
7.1. Ownership of the goods supplied by Romar-Voss does not pass to the buyer until the buyer has complied with all obligations owed to Romar-Voss with regard to the supply of those goods including, but not limited to, payment of the purchase price and any liability for interest or costs. If the buyer remains in breach of its payment obligation, it must enable Romar-Voss to take back the goods, failing which it will be liable to an immediately payable fine of €250.00 for each day or part day that the buyer is in breach of such obligations.
7.2. The buyer is not permitted to dispose of, make use of, combine with other goods or otherwise handle the goods subject to the retention of title in such a way that these goods can no longer be traceable as goods delivered by Romar-Voss.
Article 8. Intellectual property rights
The buyer shall respect the intellectual property rights of Romar-Voss in respect of the goods purchased from Romar-Voss and the documents supplied by Romar-Voss (copyright, patent rights, trademark and trading name rights, etc.) and must comply with the instructions given by Romar-Voss in this respect. If the buyer discovers that any such intellectual property rights have been infringed by any third party, it must notify Romar-Voss of this fact without delay.
Article 9. Complaints
9.1. It is up to the buyer to check the quantity and quality of the goods and any discrepancies with regard to the specifications.
9.2. The quantity of goods specified on the consignment note, delivery note or any other relevant certified document is to be deemed to be the actual number delivered, unless any error is immediately noted by the buyer on the relevant proof of receipt. Any such error must be confirmed in precise detail in writing to Romar-Voss within five working days following delivery.
9.3. Any complaint regarding the quality of goods and/or discrepancy related to the specifications must be communicated by the buyer to Romar-Voss in writing within five working days following delivery, specifying the article and the nature of the complaint. Non-visible defects must be reported to Romar-Voss in writing within one working day following their discovery. In the event of any complaint, the buyer must enable Romar-Voss to inspect the goods in question in their unaltered state, failing which the right to complain lapses.
9.4. Complaints about invoices must be communicated to Romar-Voss within five working days.
9.5. After expiry of the deadlines specified in sections 2 to 4, above, the buyer is deemed to have accepted the delivered goods or invoices.
9.6. If a complaint regarding a delivery is justified, Romar-Voss must choose either to credit or replace the goods.
9.7. A complaint does not entitle the buyer to suspend any of its obligations to Romar-Voss, unless the goods delivered fail completely to meet the terms of the contract. The buyer is not entitled to compensation.
9.8. Goods delivered may not be returned to Romar-Voss without the prior written consent of Romar-Voss.
Article 10. Cancellation rights
10.1. In the case of any remote purchase by a consumer, the consumer is entitled to cancel the contract without reason within a cooling-off period of 14 days. This cooling-off period commences on the day following receipt of the goods. A “consumer” is defined here as a buyer not acting in the course of a business or profession.
10.2. During the cooling-off period the consumer must treat the goods and their packaging with care. If the cancellation right is exercised, the consumer must return the goods to Romar-Voss in their original state, together with the packaging, in accordance with the instructions supplied by Romar-Voss.
10.3. The cost of returning goods is payable by the consumer. Any payments made by the consumer will be refunded by Romar-Voss within 30 days of the return of the goods or the cancellation of the contract.
Article 11. Liability
11.1. Except in the case of a deliberate act or gross negligence on the part of Romar-Voss or its management, or in the event of product liability as defined by Book 6, Article 185 et seq. of the Dutch Civil Code, Romar-Voss is not liable for any loss suffered by the buyer, whether direct or indirect, of whatever nature or description.
11.2. Romar-Voss is likewise not liable for any defects to delivered goods resulting from the incompetent use of those goods, or use that is not in accordance with the instructions supplied by Romar-Voss in accompanying documentation or otherwise which - in the case of floor systems supplied by Romar-Voss - includes, but is not limited to:
• failure to allow sufficient time for hardening before using the floors;
• use of aggressive cleaning agents to clean the floors;
• overloading and/or re-working using falling, sharp, and/or hard objects, hard chair or table legs, and/or high-heeled shoes;
• exposure to continuous water coverage and rubber;
• failure to use protective products, such as felt pads underneath furniture and doormats;
• failure to carry out regular maintenance to prevent damage caused by the effect of sand and dirt;
• damage caused by, or connected with, any unevenness or other defect in the underlying floor constructions, screed, or surrounding walls;
• discoloration resulting from the use of synthetic resins used as a binding agent.
11.3. Romar-Voss is also not liable for goods that may have been re-packed in different packaging, or have been supplied or sold on by the buyer in a condition different from their original.
11.4. If Romar-Voss is deemed liable for any loss suffered by the buyer, such liability is limited to the amount that the liability insurer of Romar-Voss would pay out in the relevant case.
11.5. If in any case Romar-Voss is liable for loss not covered by its liability insurance or not otherwise paid out by its liability insurer, such liability is limited to twice the amount invoiced for the relevant transaction or such part of the transaction to which the liability relates.
Article 12. Limitation period
Insofar as these general conditions do not specify otherwise, rights of claim and other entitlements of any nature of the buyer against Romar-Voss will expire in any event one year after the date on which the buyer knew, or ought reasonably to have known, that such rights or entitlements had arisen.
Article 13. Disputes/Jurisdiction
13.1. All contracts created under these general conditions and all disputes arising from these general conditions are governed by Dutch law. The terms of the Vienna Sales Convention are hereby expressly excluded.
13.2. The Court of Limburg has jurisdiction to hear any dispute, as does any other court with jurisdiction under the ordinary rules of competence as Romar-Voss may choose.
Article 14. Amendment
If and insofar as no claim can be made upon a term of these general conditions due to the principles of reasonableness and fairness, or the unreasonably onerous nature of such a term, or any rule of mandatory law, the substance and scope of such term will be interpreted as far as possible in such a way that reliance may be placed upon such term.
Article 15. Amendments to, explanation of and deposit of these general conditions
15.1. These general conditions are filed with the registry of the Court of Limburg, the Netherlands. The binding version hereof is the latest version to have been filed or the version that is binding at the time the relevant transaction is entered into.
15.2. These general conditions are available in the Dutch, French, German and English languages. In the event of any dispute regarding the substance or scope of these general conditions, the text of the Dutch version will be binding.