Algemene voorwaarden RIFT wear
1. DEFINITIONS
In these general terms and conditions, the following terms shall have the following meanings:
1.1 Offer: Products and Services offered by RIFT wear.
1.2 Acceptance: the acceptance by Customer of RIFT wear's Offer.
1.3 General Conditions: the most recent version of the General Conditions of RIFT wear.
1.4 Day: calendar day.
1.5 Services means all Services offered by RIFT wear, including but not limited to design services and personalisation of corporate merchandise.
1.6 Client: any natural or legal person who enters into an Agreement with RIFT wear.
1.7 Order: an Order issued by the Client to RIFT wear regarding the delivery of Products and/or Services offered by RIFT wear.
1.8 Agreement: any Written agreement between RIFT wear and the Customer regarding the supply of products and/or services.
1.9 Parties: RIFT wear and Client.
1.10 Products means all goods and materials offered by RIFT wear, including but not limited to company merchandise.
1.11 RIFT wear: the legal entity offering Products and Services, located at Max Euwelaan 71-81 and registered with the Chamber of Commerce under number 93006624.
1.12 Written: by e-mail, Whatsapp or postal message.
1.13 Working day: Monday to Friday, excluding official Dutch national holidays.
2. APPLICABILITY
2.1 These general conditions apply to all quotations, offers, agreements, negotiations and deliveries of RIFT wear.
2.2 Deviations from these conditions are only valid if expressly agreed In Writing between RIFT wear and the Client.
2.3 References by Customer to the applicability of her/his own terms and conditions are rejected by RIFT wear, unless otherwise agreed.
2.4 In case of conflict between the General Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.
3. ORDER AND AGREEMENT
3.1 An Agreement is only concluded after the Client has accepted RIFT wear's offer in Writing and RIFT wear has confirmed this acceptance.
3.2 If a non-binding Offer is accepted by Customer, RIFT wear has the right to revoke the Offer within two (2) Days after receipt of the Acceptance.
3.3 RIFT wear reserves the right to refuse an order or impose additional conditions.
3.4 Changes to the Agreement are only valid if they have been agreed in Writing between RIFT wear and the Customer.
3.5 Images, drawings, brochures, catalogues and further data provided to or by RIFT wear are subject to change without prior notice and do not bind RIFT wear.
4. OFFER AND VALIDITY
4.1 All offers made by RIFT wear are non-binding, unless expressly stated otherwise.
4.2 The validity of an offer is seven (7) Days unless otherwise indicated. After the expiry of this period, RIFT wear reserves the right to revise prices.
4.3 RIFT wear reserves the right to revoke the quotation provided if no Written agreement has been received from the Client within a period of seven (7) Days from the date of dispatch of the quotation. In case of revocation, RIFT wear shall notify the Client In Writing.
5. PRICES AND PAYMENT
5.1 All prices are exclusive of VAT unless otherwise stated.
5.2 Payment shall be made within fourteen (14) Days from the invoice date. For samples, 50% of the total amount will be charged upon placing the order, and the remaining 50% upon approval of the samples.
5.3 In case of non-timely payment, the Client is legally in default and RIFT wear is entitled to charge legal interest according to the established interest rate as determined by Dutch law.
5.4 RIFT wear reserves the right to change prices at any time. Amended prices only apply to new orders.
6. CANCELLATIONS
6.1 If a Client wishes to cancel an order, he must obtain Written permission from RIFT wear to do so. RIFT wear may accept the cancellation of an order, but the Client must pay compensation for all costs incurred and any loss of profit.
6.2 Cancellations by the Customer must be submitted In Writing to RIFT wear.
6.3 RIFT wear may cancel an Order for various reasons, such as a wrong price, doubts about the quality or if the Order does not meet expectations. RIFT wear shall notify the cancellation In Writing. If the Client still wants the Order to be carried out in situations where RIFT wear has doubts, the Client's right to claim, return and refund lapses.
7. CONSULTANCY WORK
7.1 RIFT wear will endeavour to represent the Client's interests to the best of its knowledge and will act in an advisory capacity upon request.
7.2 RIFT wear shall keep all information provided by the Client strictly confidential, even after termination of the relationship. The Client must in turn maintain strict confidentiality regarding all information he obtains about RIFT wear's business, its Products and/or Services.
7.3 In the case of an Agreement relating to product development, advice on promotional products, creative concepts, quotations for projects with printed or unprinted products, market studies or product requests, the client must reimburse the work performed in accordance with the agreed hourly rate or RIFT wear's usual rate, if the delivery of Products does not take place.
8. DELIVERY AND SHIPMENT
8.1 Delivery times are indicative and not binding, unless otherwise agreed in Writing.
8.2 Shipping costs shall be borne by the Customer, unless otherwise agreed.
8.3 RIFT wear is not liable for loss or damage during transport. Insurance of the transport is possible at the Client's request.
8.4 RIFT wear is allowed to send Products in parts, with each shipment being considered a separate shipment and payable separately.
8.5 The method of packaging, transport, shipment and the like shall, unless the Parties agree otherwise In Writing, be determined by RIFT wear, however, without RIFT wear accepting any liability in this respect - except for a mandatory obligation to pay damages.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights to Products and Services provided by RIFT wear, including but not limited to designs and personalised merchandise, remain the property of RIFT wear.
9.2 The Customer acquires a limited, non-exclusive licence to use delivered designs and merchandise for the specific purpose as agreed in the Agreement.
9.3 As long as the Client has not fully complied with any obligation towards RIFT wear, delivered Products remain the property of RIFT wear pursuant to Article 3:92 of the Dutch Civil Code, at the expense and risk of the Client. In that case, the Client is deemed to hold the Products for RIFT wear until the moment he has fully complied with his obligations towards RIFT wear.
9.4 As long as the ownership of the Products has not been transferred to the Client, he does not have the right to alienate, rent or encumber the Products in any way whatsoever with a security right, except and insofar as it concerns the normal conduct of business, such after RIFT wear's Written consent. In that case, the Client assigns his claim on third parties to RIFT wear now for then and shall provide the deed of assignment upon first request. RIFT wear may also demand the establishment of an undisclosed pledge in advance.
10. RECLAMATIONS
10.1 As soon as the Client receives the Products, he must inspect them immediately. If inspections have been agreed with RIFT wear, they must take place according to those agreements. If there are delays due to actions of the Client, this may affect the delivery time, in which case RIFT wear may have to make adjustments.
10.2 If RIFT wear notifies the Customer of the inspection date within the agreed period, or in time, and the Customer does not respond within 14 days, the delivered products are considered approved.
10.3 RIFT wear will give the Customer the opportunity to discuss any comments or concerns about the inspection before the Products are rejected. The Client must notify RIFT wear in writing of any problems with the Products delivered after the inspection. If there are no Written notifications within 14 days after the inspection, RIFT wear will assume that the Products have been approved by the Customer.
11. RETURNS AND WARRANTIES
11.1 Returns are only accepted if previously agreed In Writing with RIFT wear. Complaints about the Products must be reported within a reasonable time, but no later than 24 hours after delivery. This applies as a deadline for complaints about the Products, while for complaints about prices and invoices a deadline of up to 7 days after the invoice date applies.
11.2 The Client is responsible for the costs of return shipments, unless otherwise agreed. For returns that are not due to RIFT wear, a compensation of 50% of the net invoice amount may be charged, unless RIFT wear approves the return.
11.3 RIFT wear reserves the right to inspect returned Products and assesses the right of return based on the condition of the returned Products.
11.4 Any warranty claims must be made within the agreed warranty period. RIFT wear provides warranty in accordance with the provisions in the warranty statement, with a warranty period of 6 months for Products and 3 months for print.
12. RETENTION OF TITLE
12.1 RIFT wear retains ownership of the Products delivered until the Customer has paid the invoice amount in full.
12.2 As long as ownership has not passed to the Customer, he is not entitled to pledge, alienate, lease or otherwise encumber the Products.
12.3 If the Client fails to fulfil his payment obligations, RIFT wear is entitled to claim the Products belonging to it without further notice of default. In that case, RIFT wear has the right to enter the Client's premises to obtain actual possession of the delivered Products.
12.4 The Client undertakes to insure RIFT wear's interests in relation to the retention of title. In the event of a calamity, the Client must indemnify these interests and transfer its claim against its insurers to RIFT wear upon request.
13. OVERVIEW
13.1 In case of force majeure, RIFT wear is not obliged to fulfil its obligations towards the Client.
13.2 Force majeure means any circumstance beyond the will and control of RIFT wear that permanently or temporarily prevents performance of the Agreement.
13.3 In case of non-attributable failure on the part of RIFT wear, RIFT wear has the right, at its own discretion, to suspend the execution of the order or to terminate the Agreement without judicial intervention. The Client will be notified thereof In Writing.
13.4 If RIFT wear has already partially fulfilled its obligations in the event of force majeure, the Client must pay RIFT wear the price due for this part.
14. APPLICABLE LAW AND DISPUTES
14.1 All Agreements shall be governed by Dutch law.
14.2 Disputes will be submitted to the competent court in the district where RIFT wear is located.
14.3 Any amendments or additions to these General Terms and Conditions shall only be valid if agreed in Writing between RIFT wear and the Client.
15. TOLERANCES AND GAPS
15.1 RIFT wear reserves the right to apply a slight slack to the stated sizes of the delivered items. This slack may be due to production processes and variations in materials.
15.2 The dimensions of supplied designs may be subject to minor variations during the production process. RIFT wear will endeavour to produce the designs as accurately as possible, but minor variations may occur.
15.3 A slack of up to 10% may be applied to the quantities ordered and the invoice. RIFT wear will strive to deliver the exact quantities ordered, but minor variations may occur due to production conditions.
15.4 The Customer agrees that minor variations in colour, texture and finish may occur between the Products supplied and any samples, mock-ups or digital renderings provided prior to production. These variations are considered acceptable within industry tolerances.
16. AMENDMENTS TO GENERAL TERMS AND CONDITIONS
16.1 RIFT wear reserves the right to amend these General Terms and Conditions. Amended terms and conditions take effect at the time of publication on RIFT wear's website or on other relevant communication channels. It is the Customer's responsibility to regularly check the General Terms and Conditions for any changes. By continuing to use RIFT wear's Products and Services after the publication of amended terms and conditions, the Customer agrees to the updated version of the General Terms and Conditions.
17. SECRETARY
17.1 The Parties undertake to keep confidential all confidential information obtained within the framework of the Agreement and not to disclose it to third parties, unless express Written consent has been obtained from the other Party or if this is necessary for the performance of the Agreement.
17.2 Confidential information includes any information of a technical, commercial, financial or operational nature, including but not limited to business plans, customer lists, designs, know-how and other business data designated as confidential or whose confidentiality can reasonably be understood.
17.3 This confidentiality obligation shall remain in force even after termination or expiry of the Agreement.
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