Article 1 - Definitions

Blue Rooster: Blue Rooster B.V., operating under the name “Blue Rooster”, established at Netwerk 75-77, Purmerend, the Netherlands, registered with the Dutch Chamber of Commerce under number 63925346.

Customer: the legal entity or natural person acting in the exercise of a profession or business who has entered into or intends to enter into an agreement with Blue Rooster.

Agreement: any agreement between Blue Rooster and the customer, including orders, follow-up orders, partial deliveries and any amendments thereto.

Product: any product supplied by Blue Rooster under the agreement.

Website: the website managed by Blue Rooster through which orders may be placed, including www.bluerooster.eu.

Backorder: an order for a product that is not available, or not fully available, for immediate delivery from stock and that is ordered in or allocated by Blue Rooster for the customer after the agreement has been concluded.

Special-procurement product: any product procured, reserved, manufactured, configured, sourced or ordered specifically for the customer, including products that are not standard stock items or that are ordered from a supplier following the customer’s order.

In writing: by letter, email or any other electronic means of communication that can be stored and reproduced.

Article 2 - General

These general terms and conditions apply to all offers, quotations, orders and agreements between Blue Rooster and the customer.

Any deviations from these general terms and conditions are only valid if expressly agreed by Blue Rooster in writing.

The applicability of any purchasing conditions or other general terms and conditions of the customer is expressly rejected.

If these general terms and conditions have once applied to a legal relationship between Blue Rooster and the customer, the customer is deemed to have accepted the applicability of these general terms and conditions to all subsequent and future agreements.

If one or more provisions of these general terms and conditions are null, void or unenforceable, the remaining provisions shall remain in full force and effect. Blue Rooster shall then be entitled to replace the invalid provision with a valid provision that reflects the original purpose and effect as closely as possible.

If Blue Rooster does not always require strict compliance with these general terms and conditions, this shall not mean that the relevant provisions no longer apply or that Blue Rooster waives the right to invoke strict compliance in other cases.

Blue Rooster is entitled to amend these general terms and conditions. The amended version shall apply to all new orders placed after the effective date communicated by Blue Rooster.

Article 3 - Offer and Prices

Every offer and all quotations made by Blue Rooster are non-binding and may be revoked or amended at any time, including after submission by the customer, until acceptance by Blue Rooster.

Blue Rooster is not bound by obvious errors, mistakes or omissions in quotations, price lists, order confirmations, email messages, website content or other communications.

Stated prices do not automatically apply to future orders or repeat orders.

Unless expressly stated otherwise, all prices are in euros and exclude VAT, transport costs, insurance costs, duties, import charges, export charges, customs costs and any other governmental levies or third-party costs.

Blue Rooster is entitled to change prices, assortments, specifications and availability at any time without prior notice.

If, after the conclusion of the agreement, cost-increasing circumstances arise, including but not limited to price increases by suppliers, exchange-rate movements, freight surcharges, duties, government measures or increases in raw material or transport costs, Blue Rooster is entitled to pass those increases on to the customer.

If an offered product is designated as a backorder or special-procurement product, Blue Rooster is entitled to procure that product specifically for the customer after the order is placed. Such products are deemed to be ordered specifically for that customer and are subject to the cancellation restrictions set out in these terms.

Article 4 - Account and Formation of the Agreement

The customer may only place orders if Blue Rooster has approved the customer as a dealer or business customer.

The customer may place orders via the website only after Blue Rooster has activated the customer’s account. Blue Rooster may refuse or revoke activation at any time without stating reasons.

The customer is at all times responsible for its account, login credentials and all activities carried out through its account. The customer must keep login credentials confidential and secure.

Blue Rooster is not liable for any use or misuse of the customer’s account by unauthorized third parties. If the customer suspects unauthorized use, the customer must notify Blue Rooster immediately.

If the customer holds a valid licence or permit for the trade in arms, ammunition or regulated products, the customer may order the products for which it is licensed, subject always to Blue Rooster’s approval.

If the customer does not hold such licence or permit, the customer may only order products that Blue Rooster makes available to that customer account.

The range of products available to the customer is visible after login, but the visibility of a product does not oblige Blue Rooster to accept an order for that product.

The agreement is concluded only when Blue Rooster has accepted the customer’s order, whether that order was placed via email, telephone, the website or otherwise. An automatically generated order receipt or order number does not in itself constitute acceptance unless Blue Rooster expressly confirms acceptance.

After acceptance, Blue Rooster may send the customer an order confirmation by email containing the order details. The customer must verify the confirmation immediately and notify Blue Rooster without delay of any inaccuracies.

Article 5 - Cancellation and Wrong Order

Orders placed by the customer are binding and cannot be cancelled, amended or reversed by the customer without Blue Rooster’s prior written consent.

Backorders and special-procurement products are expressly non-cancellable. Once the customer has placed such an order and Blue Rooster has accepted it, Blue Rooster is entitled to procure, allocate, reserve or order the relevant product specifically for that customer. Such order cannot be cancelled in whole or in part by the customer.

If the customer has placed an incorrect order, return, exchange, amendment or cancellation is only possible after prior written approval from Blue Rooster. Blue Rooster is under no obligation to grant such approval.

If Blue Rooster nevertheless agrees to a cancellation, amendment or return, Blue Rooster is entitled to charge all costs and losses incurred in connection therewith, including but not limited to procurement costs, administration costs, handling costs, transport costs, storage costs, supplier charges, currency losses and lost margin.

If the customer refuses delivery, fails to provide required information, fails to accept delivery or otherwise prevents performance of the agreement, this shall not affect the non-cancellable nature of the order and shall not release the customer from its payment obligations.

Article 6 - Execution of the Agreement

Blue Rooster shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of professional care and workmanship.

Blue Rooster is entitled, without prior notice to the customer, to engage third parties in the execution of the agreement, to source products from third parties and to have the agreement performed in whole or in part by third parties.

Blue Rooster is entitled to perform orders in parts and to invoice partial deliveries separately.

Blue Rooster is entitled to replace unavailable packaging, non-essential components or minor product features with equivalent alternatives, provided the functional nature of the product is not materially impaired.

Article 7 - Customer Obligations

The customer shall provide all information, documents, permits, declarations, licences, import documents and instructions required for the proper execution of the agreement in a timely manner.

The customer guarantees the accuracy, completeness and reliability of all information provided by or on behalf of it, including information originating from third parties.

If the information provided by the customer is incomplete, incorrect, late or misleading, all resulting costs, delays and damages shall be for the customer’s account and risk.

The customer must immediately inform Blue Rooster of facts and circumstances relevant to the execution of the agreement.

The customer indemnifies Blue Rooster against all third-party claims arising from or related to the customer’s acts, omissions, instructions, permits, resale activities, possession, storage, transport, export, import, marketing or use of the products.

The customer is solely responsible for complying with all laws, regulations, permits, licence requirements, sanctions rules, import rules, export rules and other applicable legal requirements in the country where the customer is established, where the products are delivered, where the products are transported through, and where the products are stored, resold or used.

The customer guarantees that it is legally authorized to purchase, receive, import, export, possess, transport, store, display, market, resell and use the products and that all required authorisations, licences and registrations are valid and in force.

If any additional document, declaration, authorisation, permit copy, end-user statement, import statement or other information is required for shipment, export, import, customs clearance, possession, resale or lawful use, the customer must clearly inform Blue Rooster of this in writing before the agreement is concluded and must provide such documentation accurately and in time.

The customer is responsible for storing, displaying, transporting and reselling the products in accordance with all applicable laws and regulations and with due care.

If the customer fails to comply with its obligations under the agreement, these general terms and conditions or the law, the customer shall be liable for all damages suffered by Blue Rooster, including loss of revenue, and Blue Rooster shall be entitled to suspend performance or dissolve the agreement without prejudice to its other rights.

Article 8 - Delivery

The products shall be delivered to the delivery address specified by the customer, unless expressly agreed otherwise in writing.

Transport costs, insurance costs, customs costs, duties and all other charges relating to shipment, import, export or delivery are for the account of the customer unless expressly agreed otherwise in writing.

Blue Rooster is entitled to make partial deliveries.

The risk of the products passes to the customer at the moment the products are delivered to the specified delivery address. If the customer arranges transport itself or through a third party engaged by it, the risk passes at the moment the products leave the Blue Rooster warehouse or are made available for collection.

The customer is obliged to accept the ordered products. Exceeding a delivery term does not affect this obligation.

If the customer refuses acceptance, fails to take delivery or otherwise causes delivery to be delayed, Blue Rooster is entitled to store the products at the customer’s expense and risk and invoice the customer as if delivery had taken place.

If the customer does not accept the products, Blue Rooster is entitled, after giving written notice, to resell the relevant products to a third party. The customer remains liable for the agreed price, interest, costs and damages, reduced only by the net proceeds actually obtained from such resale if and insofar as Blue Rooster chooses to credit those proceeds.

For cross-border shipments, the customer is fully responsible for verifying whether the ordered product may lawfully be exported, imported, transported, possessed, received, marketed, resold or used in the country of destination and at the delivery address.

Blue Rooster is not responsible for delays, refusal of delivery, customs holds, confiscation, seizure, destruction, return shipment, additional charges or any other consequences resulting from local legal restrictions, permit requirements, import restrictions, missing documents or incorrect or incomplete information provided by the customer.

Confiscation, seizure or destruction of a shipment by a carrier, customs authority or any other authority shall not entitle the customer to cancellation, compensation, suspension of payment, refund or credit. Any refund or credit will only be considered after the relevant product has actually been returned to and physically received by Blue Rooster, and only to the extent Blue Rooster decides to do so or is legally required to do so.

If, after the agreement has been concluded, additional destination-specific documents or information are required and these were not communicated by the customer in advance, Blue Rooster is entitled to suspend performance until the necessary documents or information are received or, if performance is no longer reasonably possible, to terminate the relevant part of the order at the customer’s expense.

Article 9 - Delivery Term

Any delivery term stated by Blue Rooster is indicative only and shall never be regarded as a strict deadline.

Unless otherwise agreed, the delivery term commences on the date that Blue Rooster has received full payment for the order. If delivery on account has been agreed, the delivery term commences on the date the order is accepted by Blue Rooster.

If a delivery term is exceeded as a result of circumstances beyond Blue Rooster’s control or as a result of force majeure, the delivery term shall be automatically extended by the duration of the delay.

Exceeding a delivery term does not entitle the customer to compensation, cancellation, suspension, refusal of acceptance, dissolution of the agreement or non-payment.

Article 10 - Payment

Payment must be made before delivery unless otherwise agreed in writing.

If Blue Rooster has agreed to delivery on account, invoices must be paid within 14 days from the invoice date, unless another payment term has been agreed in writing.

Payment must be made in euros, without discount, deduction, suspension, set-off or counterclaim.

If the customer fails to pay on time, the customer shall be in default by operation of law and Blue Rooster shall be entitled to charge the statutory commercial interest from the due date until the date of full payment. :contentReference[oaicite:1]{index=1}

All judicial and extrajudicial collection costs incurred by Blue Rooster in connection with the collection of amounts due shall be borne by the customer. The extrajudicial collection costs are fixed at 15% of the principal amount due, with a minimum of EUR 100, without prejudice to Blue Rooster’s right to claim the actual costs incurred if these are higher.

In the event of liquidation, bankruptcy, attachment, suspension of payments or any similar insolvency-related circumstance on the part of the customer, all claims of Blue Rooster against the customer shall become immediately due and payable.

Any payment made by the customer shall first be applied to costs, then to accrued interest and finally to the oldest outstanding principal amount.

Complaints, warranty claims or disputes do not suspend the customer’s payment obligations.

Article 11 - Retention of Title

All delivered products remain the property of Blue Rooster until the customer has fully paid all amounts owed to Blue Rooster under the agreement and under all other agreements of the same type, including principal amounts, interest, costs and damages. :contentReference[oaicite:2]{index=2}

The customer is obliged to keep products delivered under retention of title carefully, separately identifiable and properly insured against fire, explosion, theft, water damage and other customary risks.

At Blue Rooster’s first request, the customer shall provide proof of insurance and, if required, assign any insurance claims relating to the retained products to Blue Rooster.

As long as ownership has not passed to the customer, the customer may not pledge the products, grant any right over them to third parties or dispose of them other than in the normal course of its business, and then only if the customer’s purchaser is not informed otherwise by Blue Rooster.

In the event of attachment, suspension of payments, bankruptcy or any similar circumstance, the customer must immediately inform the attaching bailiff, administrator or trustee of Blue Rooster’s ownership rights and notify Blue Rooster without delay.

After invoking its retention of title, Blue Rooster is entitled to reclaim the products. The customer shall grant Blue Rooster or any third party designated by Blue Rooster access to all places where the products are located and shall fully cooperate with retrieval.

All costs incurred by Blue Rooster in connection with reclaiming and retrieving the products shall be borne by the customer.

Article 12 - Inspection, Complaints, and Returns

The customer must inspect the delivered products immediately upon delivery.

The customer must specifically verify whether the correct products have been delivered, whether the quantities are correct and whether there is transport damage or any other visible defect.

If incorrect products have been delivered, the quantity does not correspond to the order or there is transport damage or another visible defect, the customer must notify Blue Rooster in writing as soon as possible and in any event within 7 days after delivery.

If the customer has not submitted a complaint within the period stated above, the products shall be deemed to have been delivered in good condition, in the correct quantity and in conformity with the agreement as far as visible defects are concerned.

The customer must give Blue Rooster the opportunity to investigate every complaint. In that context, Blue Rooster may require the customer to return the relevant product to Blue Rooster. Unless Blue Rooster decides otherwise in writing, the return costs are at the customer’s expense and risk.

A defect in part of an order does not entitle the customer to reject or suspend payment for the entire order.

Products may only be returned with Blue Rooster’s prior written approval and in accordance with the return instructions or return portal designated by Blue Rooster.

Backorders, special-procurement products, custom-configured products, opened products, used products and products that are no longer in resaleable condition cannot be returned unless Blue Rooster has explicitly agreed otherwise in writing.

If a delivered product is proven to be defective and the complaint is accepted by Blue Rooster, Blue Rooster shall, at its sole discretion, either credit the price of the product in whole or in part, replace the product, or repair the product or have it repaired.

Repair work carried out by the customer or by a third party without Blue Rooster’s prior written permission shall never be reimbursed and does not entitle the customer to suspend payment or claim compensation.

Article 13 - Warranty

Blue Rooster grants a warranty period of 1 year on the products, unless a different period is expressly agreed in writing or unless the nature of the product dictates otherwise.

The invoice serves as proof of warranty.

The warranty period starts on the day of delivery.

If a product shows a defect during the warranty period, the customer must notify Blue Rooster as soon as possible in writing.

The customer must give Blue Rooster the opportunity to investigate the warranty claim and, if requested, return the product for inspection.

No warranty claim will be accepted and no repair will be performed free of charge if:

• defects were not reported immediately after discovery;
• the defects are due to improper, careless or unintended use;
• there is normal wear and tear;
• the product has been modified, repaired or worked on by the customer or a third party without Blue Rooster’s prior written consent;
• the product has not been used in accordance with the user instructions, technical specifications or applicable laws and regulations;
• damage has been caused by external circumstances such as impact, destruction, contamination, moisture, fire or theft;
• the defect is caused by materials not supplied by Blue Rooster or work not performed by Blue Rooster.

If one of the above situations applies, Blue Rooster may still carry out repair work against payment of the applicable rates and costs.

Repair or replacement under warranty does not extend the original warranty period.

Article 14 - Liability and Prescription

Blue Rooster is not liable for any damage that is the direct or indirect result of an event beyond its control, as referred to in Article 15, or of any act or omission of the customer, its personnel, its customers or any third party engaged by or on behalf of the customer.

The customer is at all times responsible for the accuracy and completeness of all information provided by it. Blue Rooster is never liable for damage caused wholly or partly by incorrect, incomplete or late information supplied by the customer.

Blue Rooster is not liable for damage caused by temporary unavailability of the website, ordering functionality, login environment, internet services or communication systems.

Colors shown on a screen may differ from the actual colors of the product. Blue Rooster is not liable for such deviations.

If the customer or a third party modifies the product, Blue Rooster excludes any liability relating to the functioning of the product and any resulting damage.

Blue Rooster is not liable for discoloration caused by light, age, handling or environmental exposure.

Blue Rooster is not liable for damage caused by incorrect, unsafe, unlawful or improper use of the product.

The use, handling, transport, storage, display and resale of regulated products always involves risks. Blue Rooster is not liable for dangerous situations, accidents, personal injury, death, property damage, third-party damage, regulatory action, penalties, confiscation or other consequences resulting from the possession, transport, storage, resale or use of the product by the customer or any third party.

Blue Rooster is not liable for mutilation or loss of data caused by the use of telecommunication facilities or digital systems.

If Blue Rooster takes measures or cooperates with recall actions to prevent further damage arising from claims by end-users or authorities relating to delivered products, the customer must fully cooperate. Blue Rooster is not liable for any damage suffered by the customer in connection with such recall actions.

Blue Rooster is never liable for indirect damage or consequential damage, including but not limited to lost profit, lost turnover, reputational damage, missed savings, delay damage, transport costs, labor costs, business interruption, stagnation damage, customer claims, penalties, recalls, storage costs and legal costs.

If Blue Rooster is liable for any damage, its liability is limited to the amount paid out under its liability insurance in the relevant case. If no payment is made under the insurance or the damage is not covered, liability is limited to the net invoice value of the product to which the liability relates.

The customer indemnifies Blue Rooster against all third-party claims arising out of events, acts or omissions for which Blue Rooster is not liable under these general terms and conditions.

All claims and other powers of the customer against Blue Rooster, on whatever basis, shall lapse one year after the event that gave rise to them or, at the latest, one year after the customer became aware or reasonably should have become aware of that event.

Article 15 - Force Majeure

Blue Rooster is not obliged to fulfil any obligation if it is prevented from doing so by force majeure.

Force majeure includes, but is not limited to: war; threat of war; terrorism; riots; import or export restrictions; sanctions; government measures; strikes; labour disruptions; epidemics; pandemics; transport disruptions; weather conditions; natural disasters; fire; theft; power failures; internet failures; email failures; cyber incidents; supplier failures; shortage of materials; delays by carriers; customs delays; and changes in laws and regulations.

Force majeure also includes any attributable shortcoming of a supplier of Blue Rooster or of a third party engaged by Blue Rooster.

Blue Rooster is also entitled to invoke force majeure if the circumstance preventing performance occurs after Blue Rooster should have performed.

If performance is temporarily impossible due to force majeure, this shall not entitle the customer to dissolve the agreement, suspend payment or claim compensation.

If the customer nevertheless seeks termination while performance is temporarily impossible, Blue Rooster is entitled to charge all costs already incurred, including procurement costs, storage costs and costs of products already ordered in, to the customer.

Article 16 - Suspension and Dissolution

Blue Rooster is entitled to suspend the execution of the agreement with immediate effect if, after the conclusion of the agreement, circumstances come to its attention giving good reason to fear that the customer will not fulfil its obligations.

Blue Rooster is entitled to dissolve the agreement in whole or in part if the customer fails to fulfil, fails to fulfil timely or fails to fulfil properly any obligation under the agreement or these general terms and conditions.

Blue Rooster is further entitled to dissolve the agreement if circumstances arise of such a nature that performance is impossible or can no longer reasonably be demanded, or if unchanged maintenance of the agreement cannot reasonably be expected.

Blue Rooster is entitled to dissolve the agreement if the customer applies for or is granted suspension of payments, is declared bankrupt, has a bankruptcy petition filed against it, ceases its business, liquidates its business, is placed under guardianship or administration, or is otherwise insolvent.

If Blue Rooster suspends or dissolves the agreement, it is not obliged to compensate any damage or costs on the part of the customer.

Blue Rooster always retains the right to claim full compensation and full payment of all products already delivered, ordered in, allocated, reserved, produced or procured.

Article 17 - Confidentiality and Personal Data

Both parties are obliged to keep confidential all confidential information obtained from each other or from another source in the context of the agreement. Information shall be considered confidential if it has been designated as such or if this follows from its nature.

The receiving party shall use confidential information only for the purpose for which it was provided.

If Blue Rooster is obliged by law, regulation or court order to disclose confidential information to third parties, Blue Rooster shall not be liable for any resulting damage and the customer shall not be entitled to dissolve the agreement on that ground.

Blue Rooster processes personal data in accordance with the General Data Protection Regulation (GDPR) and its privacy policy.

Article 18 - Intellectual Property Rights

The customer must fully and unconditionally respect all intellectual property rights relating to the products, brands, names, designs, manuals, images, content and other materials supplied by Blue Rooster or its licensors.

The customer is not permitted to carry out any act that infringes Blue Rooster’s trade name rights, trademark rights, copyright or any other intellectual property rights of Blue Rooster or its licensors.

The customer is not permitted to remove, alter or obscure marks, labels, serial numbers, manuals, branding or identification elements on or accompanying the products.

Article 19 - Applicable Law and Competent Court

All legal relationships between Blue Rooster and the customer are governed exclusively by Dutch law.

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.

All disputes arising out of or relating to the agreement, these general terms and conditions or any obligation arising therefrom, including disputes regarding validity, interpretation, performance, termination or dissolution, shall be submitted exclusively to the competent court in the district where Blue Rooster is established, unless mandatory law provides otherwise.