General Terms and conditions of MAKINORI B.V.
Rollor is a brand of makinori lifestyle BV. Therefore the general terms and conditions of makinori bv do also apply to all rollor products.
1.1. These terms and conditions apply to all offers and all agreements of whatever nature between MAKINORI B.V. and its contracting party, in so far as the parties do not make explicit alternative provisions to these conditions.
1.2. The applicability of the general terms and conditions invoked by the contracting party is explicitly rejected.
1.3. If any provision of these terms and conditions are invalid or invalidated, the other provisions of these general terms and conditions will remain in full force and MAKINORI B.V. and its contracting party will enter into consultation for the purpose of agreeing on new provisions to replace the invalid or invalidated provisions, where the objective and meaning of the invalid or invalidated provision are considered as much as possible.
1.4. These terms and conditions are applicable in The Netherlands as well as beyond the borders f The Netherlands, regardless the place of residence or business of the parties involved and regardless of the location where the agreement has come into force. Dutch law applies to these terms and conditions.
1.5. MAKINORI B.V. has the right to adjust these General Terms and Conditions from time to time.
2.1. Any offer of MAKINORI B.V. is without obligation.
2.3. The prices stated in the offer only relate to the products and/or work that are explicitly described in the offer and are excluding VAT, transportation costs, insurance costs, completion costs, import taxes and any other governmental taxes, unless otherwise indicated.
3.1 An agreement, including any change or supplementation hereto, takes first binding effect for MAKINORI B.V. after this has been established in writing in a contract signed by the parties or in an order confirmation signed by MAKINORI B.V..
3.2 A written order confirmation of MAKINORI B.V. counts as full and true establishment of the content of the agreement entered into, unless the contracting party objects to Makinori B.V. in writing within two calendar days of the date of dispatch of this confirmation.
3.3 MAKINORI B.V. has the right to allow third parties to totally or partially carry out the agreement, unless explicitly agreed otherwise in writing.
4.1. Prior to the agreement, MAKINORI B.V. separately determines a price or a rate, hereafter referred to as price. The price is excluding packaging, transportation costs and display costs, unless otherwise indicated.
4.2. The agreed prices are based on the price basis of materials, wages and suchlike, which apply at the moment that the agreement is entered into. If not otherwise explicitly agreed in writing, the delivery is ex factory which is understood to mean the products that are ready for dispatch from the factory premises of the manufacturer of the products that are to be sent by MAKINORI B.V.. The costs of loading and unloading and the transport of the goods, including import and export costs are not included in the price and are charged to the customer separately if MAKINORI B.V. is obliged to load and unload and transport the goods.
4.3. The price for the delivery of the goods, which have to be delivered by MAKINORI B.V. pursuant to the agreement between the parties, is also excluding the costs or payment for any additional work that has to be performed by MAKINORI B.V..
4.4. MAKINORI B.V. has the right to increase its prices mutatis mutandis, even when a fixed price is agreed if there is an increase, after the date of the offer or the agreement and before the time when the agreement has been entirely fulfilled, in the prices of (auxiliary) materials, components and raw materials, wages, social security costs, (semi-)government costs, transport, insurance premiums or other cost price components, or if there are price increases flowing from a decline in the value of the Dutch currency, even if this occurs as a result of unforeseen circumstances.
4.5. Prior to delivery of the goods, MAKINORI B.V. is entitled to demand a deposit or other securities – for instance a bank warranty -, in which fulfillment of her obligations can be postponed until the demanded security has been provided.
5.1. An agreed delivery time is always indicative and not a deadline. MAKINORI B.V. and the contracting party acknowledge that MAKINORI B.V. is unable to fully influence the exact extent of the delivery time and the fulfillment of a timely delivery.
5.2. MAKINORI B.V. is authorized to suspend the execution of the agreement as a result of a delay in manufacture or dispatch or other delivery-delaying circumstances, which temporarily hinder or delay delivery, without MAKINORI B.V. being liable for damages caused as a result of this suspension.
5.3. Unless otherwise agreed, delivery is ex factory from the factory of the manufacturer of the product employed by MAKINORI B.V.
5.4. Exceeding the term of delivery – for whatever reason – does not give the contracting party any rights relating to non-fulfillment of any obligation entered into with respect to MAKINORI B.V.
6.1. Immediately after the goods have been delivered in the sense of article 5.3, the contracting party bears the risk for all direct and indirect damage that maybe caused to or by these goods or components. The contracting party also bears the risks of transportation from the moment of delivery.
6.2. Upon delivery of the goods the contracting party inspects the conditions of the goods. In case damage has been inflicted to the goods of materials, the contracting party will take all possible provisions to obtain compensation from the transporter.
6.3. The ownership of the goods, whether handled or unhandled, is transferred to the contracting party at the moment that the contracting party pays MAKINORI B.V. the full amounts payable pursuant to the agreement, including interest, costs and damages. The contracting party is not withstanding this title retention authorized to deliver the products supplied by MAKINORI B.V. to its customers as part of its normal business, if the contracting party has fulfilled its payment obligations. In the event that the contracting party does not fulfill its obligations towards MAKINORI B.V. or in the event that the contracting party does not fulfill its obligations towards MAKINORI B.V. on time, MAKINORI B.V. has the right and is where necessary irrevocably authorized by the contracting party to dismantle and seize the goods it delivered without any prior notice, in which case the agreement will be dissolved without judicial intervention and without prejudicing the right of MAKINORI B.V. to claim payment for damage and costs.
7.1. If not otherwise explicitly agreed in writing, the payment of the agreed price will be effected within 7 days from the date of invoice. The term of 7 days is a deadline.
7.2. All payments must be effected without any discount, reduction or postponement.
7.3. If the contracting party does not pay within the agreed period, the contracting party is, without any prior notice being required, in default by operation of the law and MAKINORI B.V. has the right to charge the contracting party interest at the statutory
interest rate from the day on which the payment should have been received, without prejudicing the rights belonging to it.
7.4. In the event of winding-up, bankruptcy or suspension of payment of the contracting party, its obligations will be payable on demand.
7.5. The costs, both in and out of court, caused by non-fulfillment, late fulfillment or improper fulfillment of the obligations of the contracting party, are payable by the contracting party. In the event that the contracting party does not pay an amount owed to MAKINORI B.V. or does not pay an amount owed to MAKINORI B.V. on time, the extrajudicial costs between the parties are set in advance at an amount equal to 15% of the amount payable or at least € 500.
7.6. Discounts can only be provided after written agreement between MAKINORI B.V. and the contracting party. Discounts are once-only, unless explicitly agreed otherwise in writing. The contracting party cannot appeal to previously provided discounts in new transactions.
8.1. After the delivery of the goods, MAKINORI B.V. is no longer responsible for defects in the goods, unless the contracting party makes a claim on the basis of the guarantee conditions below.
8.2. Subject to the hereinafter stipulated limitations and other limitations and exclusions flowing from these terms and conditions, MAKINORI B.V. guarantees the soundness of
the goods delivered and the extra work performed by it during a period of twelve months, calculated from the day that the goods are delivered. MAKINORI B.V. does not guarantee the results to be obtained with the goods or the effectiveness of the goods. MAKINORI B.V. provides warranty services up to five percent of the delivered goods, solely after those poor products have been sent to MAKINORI B.V. for the purpose of inspection.
8.3. Concerning services provided by MAKINORI B.V. based on the signed agreement, MAKINORI B.V. is only obliged to use its best efforts and is not in any way responsible for the results of these services.
8.4. All defects, which the contracting party proves occurred within the aforementioned guarantee period, which are only and predominantly a direct result of an error in the construction designed by MAKINORI B.V., or which are a result of a defective finishing or use of poor material, will be rectified by MAKINORI B.V. without charge. The contracting party must at all times give MAKINORI B.V. the opportunity to rectify any defect. For the materials and/or objects obtained by MAKINORI B.V. from third parties, MAKINORI B.V. provides, without prejudicing that determined in the first paragraph of this article, no more guarantee than is given to MAKINORI B.V. by the supplier or manufacturer concerned.
8.5. The obligations, which by virtue of these guarantee provisions come to rest with MAKINORI B.V., will at all times be limited to replacement or repair of the product concerned or to the payment of the costs incurred with respect to repair. The choice between the various options will be made by MAKINORI B.V.. The contracting party is obliged to ensure that MAKINORI B.V. is given the opportunity to fulfill these obligations.
8.6. The guarantee of MAKINORI B.V. does not apply to defects that are (partly) the result of normal wear, injudicious or incorrect handling or use, injudicious or incorrect maintenance or if the product is employed for purposes other than normal purposes or used incorrectly or if the contracting party or the customer of the contracting party, or successive customers, or the end user do not strictly observe the operating instructions provided by MAKINORI B.V. The contracting party therefore bears the responsibility of ensuring that successive links in the delivery chain observe the operating instructions.
8.7. If MAKINORI B.V. is for whatever reason unable to replace or repair the delivered goods by virtue of the guarantee, MAKINORI B.V. will reimburse the cash value of the delivered goods.
8.8. Complaints by the contracting party concerning visible deficiencies should occur in writing within 48 hours after delivery. A lack of this writing will instantly lead to the expiration of the claim to any warranties concerning those deficiencies. Complaints by the contracting party concerning non-visible deficiencies should occur within 48 hours of identification by registered mail by stating reasons in writing. A lack of this writing will also instantly lead to the expiration of the claim to any warranties concerning those deficiencies.
8.9. Moreover, every claim under the guarantee lapses:
a. if the end user of the goods does not comply with the user manual supplied by MAKINORI B.V. with the goods;
b. if the contracting party does not fulfill, improperly fulfils or fulfils late any obligation that flows from the agreement entered into with MAKINORI B.V. or from other agreements entered into with MAKINORI B.V.
9.1. The liability of MAKINORI B.V. in respect of the agreement is explicitly limited to the fulfillment of the guarantee obligations described in the preceding article of these terms and conditions. Any claim for damages, except a claim for alternative compensation with respect to non-fulfillment of these guarantee obligations, is excluded. Any claim regarding trading loss or other indirect damage is likewise excluded.
9.2. If MAKINORI B.V. provides advice, it is liable for damages that are the direct result of a demonstrable attributable shortcoming on its part regarding this advice if and in so far as the shortcoming, under the given circumstances and subject to normal professional knowledge and attention, could have been avoided and not exceeding the amount of the separately stipulated payment for the advice. MAKINORI B.V. is not liable in other cases and for other damage resulting from the advice that it provided.
9.3. In the case of an unlawful act by MAKINORI B.V. or by staff of MAKINORI B.V. or by subordinates for whom MAKINORI B.V. can be held liable by law, MAKINORI B.V. is only liable for compensation for damages caused by death or physical injury and for other damage that was caused intentionally or by gross negligence.
9.4. In so far as MAKINORI B.V. may be liable to pay an amount by virtue of liability, this amount will always be limited to the amount that is paid out in the case concerned pursuant to the business liability insurance.
9.5. Liability of MAKINORI B.V. owing to an unlawful act other than that referred to in the previous articles is explicitly excluded.
10.1. A patent application for the products of MAKINORI B.V. has been filed. The contracting party will respect this patent at all times and will in no way infringe this patent.
10.2. All intellectual or industrial property rights relating to the products to be delivered pursuant to the agreement and or associated designs, documentation, reports, offers and associated preparatory material lie exclusively with MAKINORI B.V..
10.3. All items to be supplied by MAKINORI B.V. to the contracting party, such as reports, agreements and the like, are meant for exclusive use by the contracting party and may not be reproduced, made public or brought to the notice of third parties by the contracting party without obtaining prior written permission from MAKINORI B.V.
10.4. The contracting party may not remove any notice regarding intellectual property rights from the products or packaging of the products.
10.5. The contracting party will confidentially handle and keep secret all information received from MAKINORI B.V., unless the acquired information is by its nature meant to be made public.
10.6. MAKINORI B.V. does not guarantee that the goods that it manufactures and delivers do not as such infringe the intellectual property rights of third parties; neither does MAKINORI B.V. guarantee that there are no comparable products available on the market.
11.1. In case the contracting party assigns MAKINORI B.V. to deliver products provided with a (printed) picture or another treatment, the contracting party will need to provide, in a timely matter, clear instructions and reproducible material of high quality that is needed to execute the assignment.
11.2. The contracting party declares that the content of the proposed assignment, as stated in Article 11.1, is original and is not used by other parties.
11.3. The content of the proposed assignment, as stated in Article 11.1, can be declined by MAKINORI B.V.
11.4. MAKINORI B.V. is only obliged to send a sample of the product, before delivery, for approval by the contracting in case that has been insisted in writing by the contracting party before or during the assignment. In that case MAKINORI B.V. is obliged to display a sample of the product to the contracting party, which will be approved by the contracting party after it has not been rejected by stating reasons in writing within five working days. The contracting party accepts in advance minor deviations of the sample, which are, among others, differences in the range of coloring. The contracting party cannot derive any rights from those minor deviations.
11.5. All costs related to the by MAKINORI B.V. conducted activities concerning the composition and processing of the products will be charged to the contracting party, unless otherwise explicitly agreed in writing.
11.6. MAKINORI B.V. is obliged to deliver and charge a maximum of 5% more or less than the originally ordered number of processed products to the contracting party.
11.7. All intellectual property rights, copyrights, trademarks and other related rights that relate to MAKINORI B.V.’s products belong to MAKINORI B.V.
11.8. The contracting party transfers the ownership of all materials it put at the disposal of MAKINORI B.V., and that MAKINORI B.V. needs for processing the products that will be delivered to the contracting party, among which are moulds, films and goldmasters, to MAKINORI B.V.. In case the acquisition of order-related materials by MAKINORI B.V. requires any demands or other actions, the contracting party will grant its full cooperation.
11.9. All costs incurred by MAKINORI B.V. for conducted activities by MAKINORI B.V. related to the composition and processing of the products will be charged separately to the contracting party, unless otherwise explicitly agreed in writing.
11.10. The contracting party is not permitted to print corporate logo’s or other logo’s on the delivered products, unless otherwise explicitly agreed in writing.
11.11. The contacting party is not permitted to resell the delivered goods to a third party, unless otherwise explicitly agreed in writing.
12.1. In these terms and conditions, force majeure is understood to mean any circumstance that is Independent of the will of MAKINORI B.V., even if this could have been foreseen when the agreement was entered into, which temporarily or permanently hinders the fulfillment of the agreement, including but not limited to war, a threat of war, civil war, riots, industrial actions, work member exclusion, transport difficulties, fire, days not worked because of unsuitable weather and other disruptions to the business of MAKINORI B.V. or its suppliers.
13.1. If the contracting party does not fulfill, improperly fulfils or fulfils late any obligation to MAKINORI B.V., arranges a debt settlement with its creditors, applies for suspension of payment, is declared bankrupt, its business is wound up or disposed of or (in the case that is a company) dissolved, dies, is placed under guardianship or administration, its movable or immovableproperty are seized or the contracting party actually and legally moves its domicile abroad, or if other circumstances come to light after entering into the agreement with MAKINORI B.V. that give it good reason to fear that the contracting party will not fulfill its obligations, the contracting party is considered to be in default by operation of the law and MAKINORI B.V. is authorized to suspend the further implementation of the agreement and/or totally or partially dissolve the agreement without requiring any notice of default or judicial intervention, all this without prejudice to the right of MAKINORI B.V. to claim damages.
14.1. Dutch law applies to the offers/agreement and further agreements.
14.2. All disputes, of whatever nature – including those that are only considered by one of the parties as such – which occur with reference to the offer/agreement and further agreements between the parties, are settled by a competent court in the district of ‘s Hertogenbosch.
14.3. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.
Website specific Terms & Conditions
These conditions apply to all sales and agreements between ROLLOR and the consumer, whereby ROLLOR will apply these conditions unless agreed otherwise in writing. If articles are ordered from ROLLOR, the purchaser automatically accepts the stipulations set out in these General Terms and Conditions.
Once an order has been placed, the consumer will directly receive an email to confirm the details of the order and the total costs associated with the order. All orders will be sent within five working days after receipt of payment by the consumer. In the case of technical malfunction, however, which falls under the category of circumstances beyond ROLLOR’s control, an order will be shipped as soon as possible. ROLLOR will keep the consumer duly informed of the status of the order. We strive to keep our website (www.ROLLOR.com) as current as possible. However, the possibility remains that a certain product is no longer available, in which case we will contact the consumer as soon as possible. A product must be delivered to the consumer within 30 days of the order placement. If ROLLOR fails to comply with this, the consumer may immediately break the order contract. This is not possible, however, if the parties involved have previously agreed to a different delivery term.
3. Prices and payment
All prices indicated on ROLLOR’s website are in Euro’s and include value added tax. Consumers are able to make payments electronically to ROLLOR in many different ways. The differing payment methods are indicated on the website. Shipment of the order will take place once ROLLOR has received payment for the order.
The delivery time is indicative and is therefore not guaranteed. However, the final delivery time will not exceed more than one week of the indicated delivery time, excepting cases of ‘force majeure’. The order will be processed and shipped within five working days of receiving payment. ROLLOR cannot be held responsible if the post is unable to deliver the order to the consumer on time.
5. Transfer of ownership
Ownership of merchandise will not be transferred until the associated obligations of purchaser have been fulfilled. At the point of transfer of ownership, which is at the point of delivery of the articles, product liability is transferred to the purchaser.
6. Money back guarentee
If the consumer, for whatever reason, does not wish to retain the article, the consumer has the right to return the article to ROLLOR within fourteen working days after taking delivery of the article. The consumer must first inform ROLLOR in writing via email of their intention, and must follow all further return conditions and instructions stipulated by ROLLOR. This guarantee does not comply if the article has been warn or washed, or if the consumer has attempted to mend or alter the article in any way. Return articles will only be accepted if it is sent in the original, undamaged wrapping and the labels are still attached to the merchandise. Furthermore, the shipping costs of the returned merchandise will be entirely paid for by the consumer. Under no circumstances will ROLLOR reimburse the shipping costs of returned merchandise. If the return instructions have been followed accurately, ROLLOR will reimburse the consumer for the returned article(s) within thirty days after receiving it. If a payments is completed by creditcard, refunds will automatically be applied to the credit card used by the customer at the time of purchase.
In the case of queries or complaints concerning any of our products or procedures, please inform us by e-mail (info@ROLLOR.com). You will receive a reply within three working days.
ROLLOR finds it very important to ensure that all of the consumer’s personal information is treated with the utmost care and security. ROLLOR will not give the consumer’s personal information to third parties, except when the information is required for the delivery of the order. When making an order, ROLLOR requires the consumer’s name, invoice and delivery addresses, and payment details so that an order can be processed. The payment details will only be used to conclude the payment process. If the consumer subscribes to our newsletter or RSS, their personal details will be used to keep them informed of changes to our assortment, special offers, website improvements and other relevant information pertaining to ROLLOR. Records of website visits are kept for statistical purposes. Information concerning the amount of visitors and visitor frequency to our website will be used for internal research and website improvement. However, this general information is anonymous and cannot be traced back to the individual visitor.
All articles in the assortment of ROLLOR have been produced with the greatest care. ROLLOR cannot assume any liability for damages in any form whatsoever, either physical, material or immaterial, that can be caused by malfunctioning or ill use of the articles sold by ROLLOR and/ or materials or accessories becoming undone. The content of the website has been compiled with the greatest care. However, ROLLOR cannot preclude the possibility of any error or incompletes in the information on this website. ROLLOR cannot assume any liability for the consequences of incorrect or incomplete information on the website. ROLLOR cannot be held responsible for any typing or misprinting errors that could communicate an incorrect selling price. In that case ROLLOR will adjust the price as soon as possible. The actual colour of the products can differ from the colours shown on the computer screens. ROLLOR cannot be held responsible for variations in colours as a consequence of the quality of the computer screens. The position and size of the actual applications and/ or sequins on the clothes can differ slightly from the display on the website. ROLLOR cannot be held responsible for this. Certain links on the website can give access to websites and information that is being exploited and maintained by third parties. ROLLOR does not control these sites and it not responsible for the content of these sites.
10. Force majeure
Despite any other established legal rights, ROLLOR is entitled, at its own choice, in case of Force Majeur, to cancel your order, or cancel the purchase agreement without legal intervention, by informing the client in writing. Client is not entitled to any damages, unless given the circumstances this would be unacceptable according to measures of reason and fairness.
All information ROLLOR’s websites is protected by copyright. It is illegal to copy, use or distribute any information from ROLLOR’s website without first acquiring written permission. Visitors and users of ROLLOR’s website may not claim any rights pertaining to the information on the website. None of the text or graphics from ROLLOR’s websites may be partially or wholly copied or publicly used for printing, photocopying, faxing, overtyping, in an electronic database, or for any other reproduction purposes.
Acceptance of General Conditions All website users are required to be aware of, and to agree with, all of the above General Conditions. By placing an order with ROLLOR, the consumer automatically agrees to all of our General Conditions. ROLLOR’s client’s details are automatically stored in our client list and will receive our newsletter.