Terms and Conditions
BUSINESS TO BUSINESS – TERMS AND CONDITIONS
FOR SUPPLY OF GOODS AND SERVICES
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by Rivadé Arbre
1. Company Details
Telephone +31 6 43502993
KvK number: 0123456789
VAT: xxx xxxx xx
2.1 These Conditions shall form the basis of the contract between Rivadé Arbre and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from Rivadé Arbre pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of Rivadé Arbre.
2.5 To purchase from Rivadé Arbre you must be 18 years of age.
2.6 These Conditions represent the whole of the agreement between Rivadé Arbre and the Buyer. They supersede any other conditions previously issued.
3.1 The Price shall be the price quoted on the confirmation of order supplied by Rivadé Arbre.
3.2 All goods are prices exclusive of VAT, unless otherwise stated.
3.3 Prices are supplied in EUR (€) and will be charged in EUR (€)
3.4 Rivadé Arbre cannot be held responsible for additional charges applied by any bank/credit card company, including exchange rate gain/loss.
4. Payment and Interest
4.1 Payment of the Price and VAT is due immediately on the date of Rivadé Arbre’s invoice.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by Rivadé Arbre.
5. Product Description
5.1 The Goods are described in the confirmation of order.
5.2 Rivadé Arbre reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements (product images displayed are for illustration purposes only and may differ slightly from actual products received) design and packaging may change without prior notice, Rivadé Arbre however make every effort to supply correct information for all its products, without guaranteeing complete accuracy.
6.1 Rivadé Arbre warrants that for a period of 3 months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act;
6.1.3 be fit for any purpose held out by Rivadé Arbre;
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by Rivadé Arbre for delivery.
7.2 Rivadé Arbre undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 Rivadé Arbre shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, Rivadé Arbre shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 1 day after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within 3 days and give notice in writing to Rivadé Arbre after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to Rivadé Arbre at the Buyer’s cost and Rivadé Arbre shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with Rivadé Arbre and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee forRivadé Arbre and shall store or mark them so that they can at all times be identified as the property of Rivadé Arbre.
9.4 Rivadé Arbre may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 Rivadé Arbre may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
Carriage will be chargeable on all sales, otherwise stated.
11. Force Majeure
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Rivadé Arbre including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Rivadé Arbre or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
11.2 Rivadé Arbre shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents Rivadé Arbre from providing any of the Goods for more than 2 weeks, Rivadé Arbre shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
12. Limitation of Liability:
THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude Rivadé Arbre’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act (title and quiet possession); or
defective products under the Consumer Protection Act.
Subject to clause 12.1:
Rivadé Arbre shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2 Rivadé Arbre’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the goods.
12.3 It is solely the customer’s/applicator’s responsibility to carry out on-site tests and/or samples of suitability of any product application and suitability before fulfilling any project by using any of our supplied products, should Rivadé Arbre provide technical advise of any sort, be it written, spoken, marketed, or in any other way, we are therefore not liable for any failure, problems, unsuitability of materials within any project and it is solely the users responsibility to act as previously mentioned. All product information can be found on every product’s Technical Data sheet, where it is also stated to be the users responsibility to ensure the product meets the criteria for application and is suitable for use within their project.
12.4 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act are, to the fullest extent permitted by law, excluded from the Contract.
12.5 This clause 12 shall survive termination of the Contract.
13.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or email firstname.lastname@example.org
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Rivadé Arbre.
13.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law.
13.8 Jurisdiction. Each party irrevocably agrees that the courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Returned goods must be in good condition, fully sealed / unopened / not tampered with and a restocking fee of 20% total of the original value of the goods will be charged and deducted from the refund total upon request. Customers have a 30 day period from the date of purchase to return any goods and must meet the criteria before mentioned. Any attempts to return goods past the 30 days of purchase will be declined, no matter the state and condition goods are in.