RalaTeam General Terms & Conditions of Sale
1.1 The following definitions and rules of interpretation apply to these Conditions.
Buyer: the person, firm or company who enters into an agreement with RalaTeam for the sale and purchase of Goods or wishes to enter into such an agreement.
Conditions: these general terms and conditions of sale.
Contract: any agreement between RalaTeam and the Buyer for the sale and purchase of Goods.
Delivery: delivery in accordance with the terms and provisions of the applicable Incoterms rule as agreed upon between RalaTeam and the Buyer in a Contract at the Delivery Point as agreed upon between RalaTeam and the Buyer in a Contract.
Delivery Date: the date on which the Goods arrive at the Delivery Point and are made available to the Buyer.
Delivery Point: the address and place where Delivery of the Goods is to take place as agreed upon in the Contract.
Goods: any goods agreed upon in the Contract to be supplied by RalaTeam to the Buyer (including any part or parts of them).
Incoterms: the most recent version of the international rules for the use and the interpretation of trade terms of the International Chamber of Commerce (“ICC”) as in force at the date when the Contract is concluded (Incoterms®).
RalaTeam: RalaTeam B.V., a limited liability company duly organized and existing under the laws of the Netherlands, having its principal place of business in 2289 DA Rijswijk, The Netherlands, registered with the Dutch Chamber of Commerce (“Kamer van Koophandel”) under company number 862510673, who shall be the supplier of the Goods.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and words in the plural include the singular.
1.4 Titles and headings in these Conditions are used for convenience in reference only and are not a part of these Conditions, nor shall they in any way affect the interpretation hereof.
2.1 Subject to any variation under section 2.3 of these Conditions, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification, or other document). These Conditions form an integral part of any Contract between RalaTeam and the Buyer. They supersede all prior negotiations, representations, and/ or communications either written or oral, between RalaTeam and the Buyer with respect to the subject matter of the Contract.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all RalaTeam's proposals, quotations, other communications preceding Contracts and Contracts. Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorized director of RalaTeam. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of RalaTeam which is not included in writing in the Contract.
2.4 No order placed by the Buyer on RalaTeam’s web site shall be deemed to be accepted by RalaTeam and a Contract shall not come into existence until payment in full is received by RalaTeam and an acceptance of the order is confirmed by RalaTeam electronically.
2.5 The Buyer shall ensure that all details of its order, and any applicable specification(s), are complete and accurate. Should the Buyer’s information and or specifications, including Delivery instructions, prove inadequate, the Buyer agrees to reimburse RalaTeam for any losses and expenses that RalaTeam incurs or has incurred as a result of any inaccurate information provided by the Buyer to RalaTeam.
2.6 RalaTeam may at any time between the date of an order and the Delivery Date cancel all or any part of an order or vary quantities of all or any part of the order placed by the Buyer at its own discretion on written notice to the Buyer, without liability to the Buyer.
2.7 RalaTeam acts solely in its own name and for its own account. RalaTeam does not represent nor bind any other legal entity unless this is explicitly and specifically evidenced by a written mandate duly signed by an authorized representative of that other entity.
2.8 By entering into a Contract with RalaTeam, the Buyer represents and warrants that it is acting in the course of its trade or business.
3.1 The quantity and description of the Goods shall be as set out in RalaTeam's records which shall stand as proof of what order the Buyer made, unless the Buyer can provide conclusive written evidence proving the contrary.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising material, issued, published, or made available by RalaTeam, and any descriptions or illustrations contained in RalaTeam's catalogues or brochures, whether pre-printed or made available electronically, are issued or published or made available for the sole purpose of giving an approximate idea of the Goods described in them. Buyer cannot derive any rights from such pre-printed or electronic information. They shall not form part of the Contract.
3.3 The Buyer acknowledges and agrees that any samples shown to the Buyer are solely for the purpose of giving an approximate idea of the Goods. Any consequent sale does not constitute ‘a sale by sample’ as referred to in Book 7:17 sub 4 of the Dutch Civil Code.
3.4 The Buyer recognises that variations may occur from one dye batch to another and RalaTeam shall not be liable for variations in colour nor for other variations such as variations in quality, width, size, weight, finish and / or design that are customary in the market.
3.5 RalaTeam gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
4.1 Unless explicitly agreed upon otherwise in writing, all Goods which are, pursuant to the Contract, to be delivered to Delivery Points within the European Union or Monaco shall be delivered DDP Incoterms (Delivered Duty Paid). Unless explicitly agreed upon otherwise upon in writing, all Goods which are, pursuant to the Contract, to be delivered to Delivery Points outside of the European Union or Monaco shall be delivered DAP Incoterms (Delivered at Place).
4.2 The Buyer shall take possession of the Goods at the Delivery Point within seven (7) calendar days of RalaTeam giving it notice that the Goods are ready for Delivery.
4.3 Any dates specified by RalaTeam for Delivery of the Goods are an estimate only on which the Buyer relies entirely at its own risk. Time for Delivery shall not be, and shall not be capable of being made by notice, of the essence. If no dates are so specified, Delivery shall be within a reasonable time (with RalaTeam’s view being final as to what constitutes reasonable).
4.4 If for any reason the Buyer fails to take Delivery of any of the Goods on the Delivery Date, or RalaTeam is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by RalaTeam's negligence); (b) the Goods shall be deemed to have been delivered in accordance with section 4.1 of these Conditions; and (c) RalaTeam may store the Goods until Buyer or its nominated agent takes possession of the Goods, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.6 Subject to the other provisions of these Conditions, RalaTeam shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the Delivery of the Goods (even if caused by RalaTeam's negligence), nor shall any delay entitle the Buyer to terminate or rescind a Contract unless one hundred and eighty (180) calendar days have passed from the Delivery Date estimated in the Contract.
4.7 Where it has been agreed upon between RalaTeam and the Buyer that the Goods be delivered to the Delivery Point by post, RalaTeam shall not be liable for any non- or late Delivery in respect of the Goods unless the reason for the non- or late Delivery is an error made entirely by RalaTeam and consisting in sending the Goods to an incorrect address. Save for that, and subject to section 12.3 of these Conditions, RalaTeam expressly excludes all liability in relation to non-Delivery of Goods sent by post.
4.8 RalaTeam may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be considered a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.10 If the Buyer pays for a premium delivery service, such deliveries can be made at any time on any business day from 7.00 AM onwards. If the Buyer is not available to take delivery as of that time, section 4.4 applies simultaneously.
4.11 RalaTeam shall not deliver on behalf of a Buyer to a third-party who is situated outside of the country in which the Buyer is located.
5.1 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on Delivery of the Goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
5.2 The quantity of any consignment of Goods as recorded by RalaTeam upon despatch from RalaTeam's warehouse or place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).
5.3 The Buyer will notify RalaTeam in writing of any non-conformity with a Contract within seven (7) calendar days after the Delivery Date (“Notice of Non-Conformity”). Any Notice of Non-Conformity should include the invoice number and dispatch note number and a clear and complete description of the claimed non-conformity. Failure to give such Notice of Non Conformity will constitute a waiver of Buyer's right to inspect and/or to reject the Goods for non-conformity and will be equivalent to an irrevocable acceptance of the Goods by the Buyer.
5.4 RalaTeam shall not be liable for any non-Delivery of Goods (even if caused by RalaTeam's negligence) unless the Buyer gives written notice to RalaTeam of the non-Delivery within seven (7) calendar days of the date when the Goods should in the ordinary course of events have been received (“Notice of Non-Delivery”).
5.5 Any liability of RalaTeam for non-Delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Risk in the Goods sold by RalaTeam shall pass to the Buyer as from the moment that the Goods are considered delivered per section 4.1 of these Conditions.
6.2 Ownership of the Goods shall not pass to the Buyer until RalaTeam has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to RalaTeam from the Buyer on any account or for any reason.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on behalf of RalaTeam;
(b) store the Goods (at no cost to RalaTeam) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as RalaTeam's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on RalaTeam's behalf for their full price against all risks to the reasonable satisfaction of RalaTeam. On request the Buyer shall produce the policy of insurance to RalaTeam.
6.4 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform RalaTeam. If the Buyer fails to inform RalaTeam, then the Buyer shall hold the Goods for RalaTeam until such time as the Goods have been recovered by RalaTeam from the Buyer.
6.7 RalaTeam shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from RalaTeam.
6.8 The Buyer grants RalaTeam, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.9 Where RalaTeam is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by RalaTeam to the Buyer in the order in which they were invoiced to the Buyer.
6.10 On termination of the Contract, howsoever caused, RalaTeam's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by RalaTeam in writing (including email), the prices for the Goods shall be those prices set out in RalaTeam's price list published on the RalaTeam web site at the time that the order is made.
7.2 Unless explicitly indicated or otherwise agreed upon all prices quoted by or published or agreed upon shall be in Euro (€).
7.3 The Buyer is entirely responsible for proper accounting for any taxes or levies that the Buyer is due to pay in connection with any dealings with RalaTeam.
7.4 Unless agreed otherwise by RalaTeam, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
7.5 RalaTeam may, at its absolute discretion, agree to provide the Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being purchased in the course of the Buyer’s business, and (ii) as at the date of each order the Buyer is not aware of any circumstances which might mean that the Buyer cannot pay for the Goods. RalaTeam shall be under no liability to offer credit to the Buyer. However, if RalaTeam does agree to provide Goods on credit, the following shall apply:
(a) Credit will not be extended to the Buyer unless approved in writing by RalaTeam;
(b) Where credit has been granted, payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing by RalaTeam; and
(c) Goods will not be despatched when a Buyer's account is overdue or the credit limit has been exceeded.
7.6 No payment shall be deemed to have been received until RalaTeam has received cleared funds.
7.7 Time for payment shall be of the essence.
7.8 All payments payable to RalaTeam under the Contract shall become due immediately on its termination despite any other provision.
7.9 If any payments are made by way of card, PayPal or any other payment method that incurs charges to RalaTeam, RalaTeam shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on RalaTeam by the relevant payment method handler or operator.
7.10 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by RalaTeam to the Buyer.
7.11 If the Buyer fails to pay RalaTeam any sum due pursuant to the Contract, RalaTeam shall have the right (at its sole option) to: i) charge interest on such sum from the due date for payment at a rate of 4.5% per calendar month or part in which payment is overdue; ii) charge a reasonable compensation for expenses incurred, including without limitation legal fees or late fee collection costs; and/or iii) charge statutory and/or commercial interest at the current rate, calculated from the date the payment term expires. In addition to the aforesaid, the Buyer shall be liable to pay RalaTeam as a debt any costs/charges/fees incurred (plus value added tax or other applicable sales tax) by RalaTeam and/or their agents in connection with any unpaid sums due to RalaTeam from the Buyer.
8.1 All Contracts regarding sales are binding. Goods may not be returned to RalaTeam. The only exception to the foregoing is when RalaTeam has issued a Return Authorization Note in accordance with section 8.2. hereunder. In all other cases, returns will be refused.
8.2 Only in exceptional cases of non-conformity of Goods with a Contract, RalaTeam may, in its sole discretion, and on a case-by-case basis decide to issue a return authorization note (“Return Authorization Note”), signed by an authorized RalaTeam representative, provided that Buyer has sent a Notice of Non-Conformity in accordance with the requirements as set forth in section 5.3 above and upon RalaTeam’s acknowledgement of such Notice of Non-Conformity. Goods returned to RalaTeam without a Return Authorization Note will be refused. Authorized returns are only at RalaTeam’s expense if such is explicitly confirmed in the Return Authorization Note. For the purposes of this clause, any Goods whose return has been authorized by RalaTeam shall be referred to as "Returned Goods".
8.3 RalaTeam will, in any circumstances, only accept Returned Goods, if the following conditions have been met:
- The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
- The Returned Goods must be returned with all original documentation that was supplied with the Goods;
- The Buyer will either:
(i) pay for and arrange the return of the Returned Goods ; or
(ii) if RalaTeam has agreed to recover the Returned Goods at Ralateam’s expense as evidenced in writing in the Return Authorization Note and RalaTeam's carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of eighteen (18) Euro (€) will be payable by the Buyer to RalaTeam.
8.3 Without prejudice to RalaTeam’s other rights hereunder, Buyer’s rights with respect to repair, replacement or a refund of the price paid are subject to RalaTeam’s acknowledgement of the Notice of Non-Conformity and Buyer’s timely and correct performance of the obligations under sections 5.3, 8.2 and 8.3 of these Conditions.
9.1 All intellectual property rights and knowhow arising from a Contract and all intellectual property rights relating to drawings, designs, models, descriptions, information, documents, reports, computer programs, databases, data, deliverables, and other items made, to be delivered, designed, produced, or made available under a Contract, including all copy rights, moral rights, related rights, patents, trademarks, service marks, rights in designs, database rights, rights in undisclosed and confidential information (such as knowhow, trade secrets, inventions whether patentable or not) and other similar proprietary rights, whether registered or nonregistered or capable of registration, all applications and rights to apply therefore and all renewals, extensions and revivals thereof, wherever in the world any such rights exist or will come into existence, shall be and/or remain exclusively owned by RalaTeam and/or its affiliated companies, and/or its licensors and may not be used, copied or otherwise reproduced without RalaTeam’s prior written approval and, except where explicitly agreed otherwise in writing signed by a duly authorized representative of RalaTeam, nothing shall be deemed to constitute a transfer of such intellectual property rights and know how.
9.2 RalaTeam may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
(a) advertise, promote, distribute, sell, or market the products in any way that disparages, misrepresents, or injures the brand or private label owners.
(b) distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing, or selling practices.
9.3 Buyer shall indemnify and hold RalaTeam harmless from and against any claim, proceeding, action, fine, loss, cost, and damages, including attorney’s fees in respect of a third party claim directly or indirectly arising out of, or relating to an (alleged) infringement by Buyer on the intellectual property rights in or related to the Goods or any part thereof.
10.1 RalaTeam is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for RalaTeam to provide warranties in respect of the quality of the Goods. RalaTeam therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from any Contract.
10.2 Upon written request from the Buyer, and subject to the manufacturer’s consent, RalaTeam shall endeavour, but shall not be obliged to extend any manufacturer’s warranty or guarantee to the Buyer.
11.1 The following provisions set out the entire liability of RalaTeam (including any liabilities for the acts or omissions of its employees, agents, and sub-contractors) to the Buyer in respect of:
- any breach of these Conditions;
- any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;
- any representation, statement or tortious act or omission including negligence arising under or in connection with any Contract;
- any other matter arising out of or in connection with the (prospective) sale of the Goods.
11.2 All warranties, conditions and other terms implied by statutory law are, to the fullest extent permitted by law, excluded from any Contract.
11.3 The limitations of liability included in these Conditions apply to the maximum extend as permitted by applicable law. The limitations of liability included in these Conditions do not apply if the loss or damage can be attributed to gross negligence or wilful misconduct of RalaTeam and / or its management.
11.4 Subject to section 11.2 and 11.3 of these Conditions:
(a) RalaTeam's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Contract shall be limited to, at RalaTeam's sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if RalaTeam so requests, the Buyer shall, unless otherwise agreed upon between RalaTeam and Buyer at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to RalaTeam; or
(ii) the price paid by the Buyer for the Goods.
(b) RalaTeam shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with a Contract.
11.5 RalaTeam’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, RalaTeam shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
11.6 RalaTeam advise the Buyer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the manufacturer) about the operation, use, maintenance, and security of the Goods. RalaTeam shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given.
11.7 RalaTeam shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
- the defect arises because the Buyer failed to follow RalaTeam's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
- the Buyer alters or repairs such Goods or has such Goods repaired without the prior written consent of RalaTeam;
- the Buyer is responsible for causing the problem, whatever it may be.
11.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that RalaTeam is prepared to accept. If the Buyer wants RalaTeam to accept more risk, then the Buyer can suggest this to RalaTeam and a higher price may be agreed for the Goods to reflect RalaTeam’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk RalaTeam accepts is reasonable by reference to the price charged for the Goods.
11.9 Except with respect to claims arising out of our relating to gross negligence and / or wilful misconduct, Buyer shall have twelve (12) months from the occurrence of the event that caused the damage of loss to initiate such action against RalaTeam as provided by law. If a Buyer fails to bring such action within this period of twelve (12) months, the Buyer shall be deemed to have waived whatever rights it may have in relation to such cause of action including all legal remedies.
12.1 RalaTeam may (without prejudice to any other remedies) terminate or suspend forthwith RalaTeam’s performance of the whole or any part of its obligations under a Contract to the Buyer, if:
- Buyer is a corporation and has a receiver or administrator appointed or passes a resolution for winding-up or suffers an order of court to that effect or applies to a court for an interim order in connection with a voluntary arrangement with its creditors or if the Buyer is a partnership and the partnership is dissolved or, if Buyer is an individual and a bankruptcy order is made against Buyer or, whether Buyer is a corporation, partnership, individual or other entity, Buyer is subject to any similar actions or proceedings in any jurisdiction; or
- Buyer becomes unable to pay debts as they fall due, or if an encumbrancer or creditor takes any steps to enforce a security given by Buyer; or if Buyer enters into any composition or arrangement with creditors; or
- Buyer fails to take delivery or pay for the Goods on the due date or is in material breach of any obligations to RalaTeam; or
- RalaTeam has any reasonable ground for suspecting that any of the circumstances set out in sub-sections (a) to (c) have occurred or may occur.
12.2 In the event that a Contract is terminated by RalaTeam:
- it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of the terminated Contract or any other Contract entered into between RalaTeam and the Buyer and including any monies unpaid as a result of credit which RalaTeam has provided to the Buyer;
- insofar as the Goods have not been delivered prior to termination, RalaTeam shall be discharged from any obligation to supply the Goods.
13.1 RalaTeam may assign transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under any Contract or any part of it.
RalaTeam reserves the right to defer the Delivery Date or to cancel a Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of RalaTeam including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and pandemic, trade- and border restrictions, legal and / or political restraints with respect to the manufacturing, distribution, supply or sales of Goods, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period exceeding one hundred and eighty (180) calendar days, the Buyer shall be entitled to give notice in writing to RalaTeam to terminate the Contract involved.
15.1 The Buyer must not use RalaTeam’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
15.2 The Buyer must not use RalaTeam’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
15.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without RalaTeam’s express written consent.
15.4 The Buyer must not use RalaTeam’s website to transmit or send unsolicited commercial communications.
15.5 The Buyer shall indemnify and hold RalaTeam harmless from and against and be liable for any and all losses, liabilities, costs, expenses, and damages, including attorney’s fees, relating to, or arising out of, caused by, or resulting from, directly or indirectly, any breach of the Buyer of section 16.1., 16.2, 16.3 and / or 16.4 of these Conditions.
16.1 If RalaTeam collects personal information in connection with a Contract, such information will only be used as set out in RalaTeam’s privacy policy available here.
16.2 The Buyer shall comply with all applicable privacy and data protection laws and regulations including but not limited to Regulation (EU) 2016/679 (General Data Protection Regulation, abbreviated GDPR).
17.1 These Conditions and any Contract concluded between Buyer and RalaTeam and any correspondence, dealings and services conducted, provided and / or rendered and all actions contemplated under any Contract between Buyer and RalaTeam are subject to and governed by and will be interpreted, construed, settled, and enforced in accordance with the laws of The Netherlands without regard to any applicable conflict-of-law provisions, if any. The 1980 U.N. Convention on Contracts for the International Sale of Goods (CISG), if applicable, is hereby expressly excluded.
17.2 All disputes and / or controversies arising out of or related to these Conditions or any Contract between RalaTeam and the Buyer shall be exclusively submitted to the competent court in Rotterdam, the Netherlands.
18.1 The Buyer warrants and represents that it has the authority, corporate and otherwise, to enter into Contracts and to perform in accordance with the terms hereof
18.2 The English text of this Agreement is the only authentic text. The Buyer acknowledges that it fully understands and comprehends the contents and scope of these Conditions as well as any referenced documents therein, and specifically states that, if and to the extent needed, it has sought legal and / or interpretative counsel in order to fully understand and comprehend.
18.3 Any Contracts concluded between Buyer and RalaTeam create no rights for third parties and these Conditions and any Contracts concluded between Buyer and RalaTeam contain no stipulation to that effect. The (effects of) articles Book 6:253 and Book 6:254 of the Dutch Civil Code, if applicable, are hereby expressly excluded.
18.4 Each right or remedy of RalaTeam under any Contract is without prejudice to any other right or remedy of RalaTeam whether under a Contract or not.
18.5 If any provision of a Contract is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable (the “Partly Invalid Provision”) it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable, while the remaining provisions of the Contract and or Conditions and the remainder of the Partly Invalid Provision shall continue in full force and effect.
18.6 Failure or delay by RalaTeam in enforcing or partially enforcing any provision of a Contract shall not be construed as a waiver of any of its rights under such or any subsequent Contracts.
18.7 RalaTeam does, and may, from time to time monitor or record telephone calls with the (prospective) Buyer.
18.8 Clauses 9, 11, and 17 of these Conditions and all other clauses which by their terms require performance, or are meant to apply after the termination of a Contract remain in full force and effect after termination of a Contract and shall be fully enforceable notwithstanding the termination or fulfilment of a Contract.
ALL TRANSACTIONS ARE SUBJECT TO RALATEAM’S FULL GENERAL TERMS AND CONDITIONS OF SALE as published on its website https://www.ralateam.com. All Goods should be checked upon receipt.
PLEASE NOTE: we always recommend that all Goods featured on this website are checked for their suitability of purpose to any application process, including wearer trials. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED ON RALATEAM’S WEBSITE ARE FOR GUIDANCE ONLY. Some colour icons are or may not be a true representation of their appearance. Grey marl, ash, denim, washed and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, RalaTeam shall not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed.
PROMOTIE VOORWAARDEN
1. Tenzij anders vermeld, zijn de promoties en wedstrijden van RalaTean altijd toegankelijk voor alle accountgebruikers van RalaTeam van 18 jaar en ouder, behalve voor werknemers of agents van RalaTeam Limited.
2. De beslissing van RalaTeam hieromtrent is definitief en bindend voor alle kwesties en er zal hierover niet worden gecorrespondeerd.
3. RalaTeam aanvaardt geen enkele verantwoordelijkheid voor schade, verlies, letsel of teleurstelling die door een deelnemer van een promotie of wedstrijd wordt geleden.
4. Door deel te nemen aan een promotie gaan deelnemers akkoord met deze voorwaarden en met eventuele aanvullende voorwaarden die in het promotiemateriaal zijn opgenomen.
5. Waar van toepassing zijn promoties alleen beschikbaar zolang de voorraad strekt.
6. Promoties zijn niet overdraagbaar en er zijn geen geldelijke alternatieven voor prijzen. RalaTeam behoudt zich het recht voor om prijzen van gelijke of grotere waarde te allen tijde te vervangen.
7. Alle transacties zijn onderworpen aan de volledige verkoopvoorwaarden van het bedrijf, waarvan kopieën beschikbaar zijn op aanvraag via http://www.ralateam.com.
8. Promoties zijn alleen geldig voor de periode die in de promotie-aanbieding is vermeld.
9. Indien van toepassing zijn alle promotionele monsters en give-aways niet retourneerbaar en niet restitueerbaar.
10. Tenzij anders vermeld, zijn de promoties en wedstrijden van RalaTeam geldig voor slechts 1 deelname per klantaccount.
11. Wanneer er monsters worden uitgegeven als promotionele aanbiedingen, zijn deze niet retourneerbaar en als deze worden geretourneerd, worden ze in geen geval gecrediteerd.
12. De winnaars van de prijsuitreiking worden na afloop van de promotieperiode binnen zeven dagen op de hoogte gesteld en in de lijst opgenomen op http://www.ralateam.com.
13. RalaTeam zal de enige jury zijn ten aanzien van het honoreren bij elke promotionele aanbieding. RalaTeam behoudt zich het recht voor om naar eigen goeddunken een promotionele aanbieding op elk moment te beëindigen of te annuleren, om welke reden dan ook en zonder voorafgaande kennisgeving. Elke persoon die naar de mening van RalaTeam afwijkt van de regels van een promotie of van de voorwaarden van RalaTeam kan word.