Terms and Conditions
General Terms and Conditions of Sale and Delivery of Race Productions NV – Ridley
I. Terms in the framework of these General Terms and Conditions:
1. “Ridley”: the public limited company “RACE PRODUCTIONS”, having its registered office at Beverlosesteenweg 85, B-3583 Beringen, registered at the Central Databank of Companies (“KBO/BCE”) under number 0441.535.783, and registered with the VAT administration under number BE 0441.535.783.
2. “General Terms and Conditions”: these general terms and conditions of sale and delivery, which can also be viewed on www.ridley-bikes.com.
3. “Customer”: every (legal) person who purchases a product from Ridley, places an order with Ridley, and/or sends a request for a quote to Ridley, as well as everyone who purchases a product from Ridley, places an order with Ridley, and/or sends a request for a quote to Ridley in the name of or on behalf of another (legal) person.
4. “Standard Products” means (1) products which have not been customised and/or compiled by Ridley and/or (2) products which have not been produced by Ridley.
5. “Customised Products” means products which Ridley has custom made and compiled on the basis of specifications furnished by the Customer and on the basis of a drawing and model prepared by Ridley on the basis of the specifications furnished by the Customer, which drawing and model have been pre-approved by the Customer.
6. “Products” means: both Standard Products and Customised Products.
II. Application of these General Terms and Conditions:
1. These General Terms and Conditions apply (1) to the sale of Standard Products and (2) to the sale of Customised Products by Ridley to the Customer.
2. All our offers, order confirmations and deliveries are subject to these General Terms and Conditions. The placing of an order entails the acceptance of these General Terms and Conditions and the rejection of the Customer's own purchase and delivery terms and conditions. Every deviation from these General Terms and Conditions must be confirmed by Ridley in writing. Ridley will have accepted an order if Ridley has confirmed it in writing in an order confirmation. Ridley can decide not to issue such order confirmation, without this affecting the application of these General Terms and Conditions.
3. In the event of a difference between the Customer's order and Ridley's offer or order confirmation, Ridley's offer or order confirmation will in any event have priority.
4. Insofar as these General Terms and Conditions have been drawn up in a language other than Dutch, the Dutch language text will be decisive in the event of differences.
5. The nullity or unenforceability of one of the provisions of these General Terms and Conditions will not affect the validity or enforceability of the other provisions.
III. Prices and price changes:
1. All prices indicated by Ridley are exclusive of VAT, import duties, levies, packaging transportation costs and any taxes whatsoever imposed by the authorities.
2. Any currency fluctuations entitle Ridley to increase the agreed price in any event.
3. The Customer(s) will be notified of price changes in writing in advance one calendar month before the effective implementation thereof.
4. Price changes have no influence on ongoing contracts with the Customer and on ongoing offers the term of validity of which has not yet expired.
IV. Delivery – delivery modalities and transfer of risk.
1. The delivery dates which Ridley has set out in offers and/or order confirmations are indicative and consequently are not binding. Any delay in the delivery can in no case give rise to compensation or dissolution of the contract at Ridley's expense.
2. Place of delivery: Unless explicitly otherwise agreed in writing, the Products are deemed to be delivered at Ridley's warehouses. The Customer will take care of the transport and must pick up the Products and take the Products into receipt at the Ridley warehouses within 5 working days after Ridley asks that they be picked up. Working days means: all days except for Saturdays and Sundays and Belgian public holidays. Failure on the part of the Customer to pick up the Products gives Ridley the right to store the Products at the Customer's expense and risk. In such case, the Customer owes storage costs of 1% of the purchase price per started month.
3. In the event of delivery on location and if Ridley takes care of the transport, Ridley, in the event of a lack of any agreement on the method of transport, will choose the transporter and the Products will in any event be transported at the Customer's expense. The delivered Products remain Ridley's property until full payment by the Customer of the full purchase price, interest and costs. Nevertheless the risk relating to the Products passes at the time of delivery. 4. The delivered Products shall remain the property of Ridley until the Client has entirely paid the full price, interests and costs. Nevertheless, the risk with regard to the Products shall be transferred at the time of delivery.
V. Customers – Liability – Guarantee vis-à-vis the Customer
1. Visible defects and non-conformity
The Customer must immediately take receipt of the delivered Products and inspect them for visible defects and visible non-conformities. All complaints regarding visible defects and non-conformities such as incorrect delivery, damage to Products and incorrect quantities, etc., must be sent in writing by email or by fax within 2 working days after taking delivery and before any treatment or use of the delivered Products by the Customer.
2. Hidden defects and hidden non-conformity for Standard Products not produced by Ridley.
With regard to Standard Products which are not produced by Ridley but are only marketed by Ridley, Ridley's guarantee and liability in this respect are limited to the guarantee which Ridley has been given by its supplier.
3. Hidden defects and hidden non-conformity in Customised Products and Standard Products produced by Ridley.
Ridley guarantees to the Customer the good working of the Standard Products and Customised Products produced by it for a period of 24 months after taking delivery. Complaints regarding hidden defects or hidden non conformity must -on penalty of lapsing of any claim- be reported to Ridley within this guarantee term in writing by fax with proof of transmission, or by email to a Ridley email address set out on www.ridley-bikes.com or by registered letter. The Customer must keep the alleged faulty Products available for Ridley. If it turns out that Ridley is responsible for the hidden defect or the hidden non-conformity, the guarantee only relates to the repair thereof or the equivalent replacement of the faulty part, without the Customer being able to claim any right to compensation. In addition, the guarantee does not apply if the defect has arisen as a result of erroneous use, erroneous storage and/or poor/incorrect maintenance by the Customer or other causes which cannot be attributed to Ridley.
4. Exclusion of indirect and consequential loss
The liability of Ridley shall at all times be limited to the amount of the purchase price of the sold Products, as figuring on the invoice. Ridley is never liable to the Customer for any indirect, special, incidental loss, punitive damage, consequential loss, such as but not limited to transport costs, travel and accommodation costs, costs of (the) assembly and/or (re)installation, loss of profit, stagnation in business activities.
5. No liability in the event of force majeure.
Ridley is not liable for the non-performance, late performance or incomplete performance of any contract with the Customer, if this is caused by force majeure, such as inter alia labour conflicts, fire, mobilisation, attachment, embargo, war, riot, shortage of means of transportation, scarcity of raw materials, limitations in the energy use.
VI. Special obligations of the Customer:
1. The Customer has the full and exclusive responsibility to:
⇒ hand over all details to Ridley in time, inter alia with regard to the details in respect of which Ridley has indicated that they are necessary or useful for the performance of its obligations to the Customer and with regard to the details for which the Customer should reasonably understand that they are necessary or useful for the performance of Ridley's obligations to the Customer;
⇒ at all times treat and use the Products in conformity with the Ridley user manual which is delivered with the Products and the Frame Passport document. Both documents can be found on www.ridley-bikes.com.
⇒ adequately inform and train his customers with regard to the safety instructions and the instructions for use (as set out in the Ridley user manual, the contents of which the Customer states to know);
2. With regard to Customised Products the Customer will deliver to Ridley all the necessary specifications (such as but not limited to dimensions, colours, mechanical parts and completion and the like) on the basis of which Ridley will prepare a drawing and photo of the Customised Product to be realised, which will be presented to the Customer for approval. The Customer is fully responsible for the specifications presented by it on the basis of which Ridley will produce the Customised Products for the Customer. Ridley will deliver the Customised Products in accordance with the specifications as presented by the Customer and on the basis of the drawing and photo prepared by Ridley which the Customer has accepted.
3. The Customer acknowledges and accepts that Ridley grants a limited and conditional guarantee to the end user – first owner of the purchased Products (see www.ridley-bikes.com) and states to be familiar with the contents thereof. The Customer undertakes within a term of ten (10) working days after being informed of a guarantee claim on the part of an end user – first owner, to transfer this guarantee claim to Ridley, whereby in the event of failure to do so the Customer will himself guarantee the guarantee obligations, without the possibility of any recovery vis-à-vis Ridley. The Customer undertakes to provide Ridley with all reasonable assistance in its investigation of the guarantee claim, inter alia (without being limited thereto) by delivering the relevant Products, the purchase invoice of Ridley to the Client and the sales invoice of the Client to the end user-first owner, to Ridley within a term of five (5) working days after receipt of the request for such from Ridley. Ridley reserves the right to have the work within the framework of its guarantee obligations vis-à-vis the end user – first owner, be carried out by the Customer as sub-contractor. The Customer acknowledges and accepts that Ridley will independently decide whether a guarantee claim satisfies the conditions of the limited and conditional guarantee of the end user – first owner. Ridley is in no way bound by any statement in this respect on the part of the Customer to the end user.
VII. Payment conditions
1. All invoices are to be paid to Ridley in cash and without discount at its registered office.
2. Every objection relating to Ridley's invoice must be presented in writing and in full within 10 days after the invoice date.
3. In the event of non-payment or incomplete payment on the due date, by law and without prior notice of default, the Customer will owe compensation, fixed at 10% of the invoice amount with a minimum of € 150 and interest for late payment as of the due date, equal to 12% per year. In the event of non-payment on the due date, all other outstanding, still to be invoiced amounts and all invoices which have not yet fallen due will be payable.
4. Ridley reserves the right to suspend or terminate all other orders and contracts of the defaulting Customer until full performance of the Customer's obligations.
5. As regards Customised Products a prepayment of at least 1/3 of the price shall be due in advance, as a condition for the start of the production of these Customised Product(s) by Ridley.
VIII. Termination of contract with the Customer.
1. In the event of contractual shortcoming on the part of the Customer which is not rectified within 10 working days after a written demand for such by Ridley, Ridley is entitled to dissolve the contract with the Customer at the Customer's expense by written notice without prior judicial intervention, without prejudice to Ridley's right to full compensation of costs and loss, and without the Customer being able to claim any right to compensation.
2. Cancellation by the Customer of a contract can only take place with Ridley's prior explicit written consent. If Ridley agrees to the cancellation, the Customer owes Ridley compensation of at least 35% of the amount the Customer would have had to pay Ridley upon performance of the contract, without prejudice to Ridley's right to full compensation of costs and loss, and without the Customer being able to claim any right of compensation.
3. Ridley is entitled to deem a contract with the Customer as terminated by law in the event of bankruptcy or insolvency on the part of the Customer.
IX. Applicable law and competent court:
Disputes between Ridley and the Customer are governed by Belgian law with the exception of the Vienna Sales Convention of 11 April 1980. For all disputes, at the plaintiff's election, the courts of Antwerp (Belgium), Hasselt division or the courts of the defendant's residence have exclusive jurisdiction.