General Terms of Sales and Delivery for Roland DG North Europe A/S

 

1.      Validity

1.1.     The General Terms of Sales and Delivery shall apply to all product offers, product sales and product deliveries between Roland DG and the Dealer unless otherwise agreed in writing. Any modification to The General Terms of Sales and Delivery is only valid and binding if agreed in writing.

2.      Offers, acceptance and price adjustment

2.1.     Unless otherwise agreed, Roland DG quotation is valid 4 weeks from the date of issue. The offered price is based on the prevailing prices excluding V.A.T., costs, duties, etc..

2.2.     If delivery takes place more than 90 days after making the purchase agreement, Roland DG can, in the absence of an express agreement to the contrary, invoice sales on the basis of the prices prevailing at the time of delivery.

2.3.     All information in brochures, publications, instruction manuals, etc. regarding the deliveries is of an information nature only and does not constitute a warranty except where expressly stated. Roland DG accepts thus no liability for such information.  

3.      Payment

3.1.     Our invoices are payable in cash at Allerød, Denmark, unless explicitly otherwise agreed between the parties.

3.2.     Payment terms are stated on Roland DG order confirmations and invoices, and payment shall be made accordingly if not otherwise agreed.  Failing timely payment the Dealer shall automatically and without notification of default owe 9,75% interest per year. If the Dealer fails to pay one month of the due date, The Dealer shall be further liable for a penalty of 10% of the total invoice amount, with a minimum of € 65 without any notification of default being required. In the event of a partial payment the entire penalty sum shall still be due.

3.3.     In case of late payment Roland DG may, after having notified the Dealer in writing, suspend his performance of the contract until he receives payment.

3.4.     The overdue payment of an invoice by the Dealer can result in all outstanding invoices falling due immediately. In that case Roland DG will be entitled to suspend deliveries without giving any notice of default and to refuse new orders.

3.5.     The Dealer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by Roland DG.

4.      Retention of title

4.1.     The Product shall remain the property of Roland DG until paid for in full to the extent that such retention of title is valid under the applicable law.

4.2.     The Dealer shall at the request of Roland DG assist him in taking any measures necessary to protect the Roland DG's title to the product in the country concerned.

4.3.     The retention of title shall not affect the passing of risk.

5.      Delivery

5.1.     Unless otherwise stated in the order confirmation, or agreed in writing, the delivery will be Ex works Roland DG and subject to the Ex works clause of the INCOTERMS application. 

5.2.     Roland DG is at liberty to make partial deliveries.

5.3.     Transport and insurance costs and transportation risks are on the part of the Dealer unless otherwise agreed. If no other instruction as agreed, Roland DG will choose the means of transportation.

5.4.     Unless otherwise stipulated, the stated delivery dates are always purely indicative. The exceeding of the indicated date cannot be invoked by the Dealer to request the cancellation of the contract, to claim damages from Roland DG or to lodge any other claim against Roland DG.

5.5.     In the event of non-delivery beyond the control of the Dealer, Roland DG shall refund the down payment made by the dealer without interest and/or damages.

5.6.     In case of return the goods are only accepted at arrival at Roland DG warehouses.

6.      Visible and hidden defects

6.1.     The Dealer undertakes to inspect the products delivered to him immediately after delivery. Any anomalies or defects must be stated on the delivery note.

6.2.     If the goods are installed at the end customer's premises, the Dealer must notify Roland DG of visible defects within 2 working days of installation. The Dealer must send a registered letter to Roland DG, giving a detailed and comprehensive summary of the defects.

6.3.     Any hidden defects must be notified to Roland DG by registered letter within 3 months after the installation at the end customer's premises. Failing this, no claim can later be submitted on any grounds.

6.4.     The liability of Roland DG in respect of hidden and/or visible defects is in any case limited to the repair of the product and/or exchange of parts, with the exclusion of all other costs and/or compensation payments.

6.5.     Roland DG shall under no circumstances be held liable for a minor fault or that of its employees.

7.      Allocation of liability for damage caused by the product

7.1.     Roland DG shall not be liable for any damage to property caused by the product after it has been delivered and whilst it is in the possession of the Dealer. Nor shall Roland DG be liable for any damage to products manufactured by the Dealer, or to products of which the Dealer's products form a part.

7.2.     If Roland DG incurs liability towards any third party for such damage to property as described in the preceding paragraph, the Dealer shall indemnify, defend and hold Roland DG harmless.

7.3.     If a claim for damage as described in this clause is lodged by a third party against one of the parties, the latter party shall forthwith inform the other party thereof in writing.

7.4.     Roland DG and the Dealer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Product.

7.5.     The limitation of the Roland DG's liability in the first paragraph of this clause shall not apply where Roland DG has been guilty of gross negligence.

8.      Consequential losses

8.1.     Same as otherwise stated in these General sales and delivery terms there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts, punitive damages, financial loss, loss of time or for any other consequential or indirect loss whatsoever whether arising from delay, from supply of defective goods or otherwise.