GENERAL TERMS AND CONDITIONS OF DELIVERY OF KEYPRO B.V. LOCATED IN GRONINGEN & AMSTERDAM
Note: These general terms and conditions are a translation of the original Dutch version. No rights may be derived from any incorrect translations or explanations. In the event of any discrepancies, the Dutch version shall prevail.
Article 1. Definitions
In these general terms and conditions, the following definitions apply:
Related Services: additional activities other than the delivery of Furniture & Decorations;
Contracting Party: any Natural or legal person to whom KeyPro has made an offer, made an offer and / or with whom KeyPro has concluded an Agreement or Assignment;
Third parties: natural persons or legal entities not affiliated with KeyPro.
Durable data carrier: any means that enables the Contracting Party or KeyPro to store information addressed to the Contracting Party in a way that allows future consultation and unaltered reproduction of the stored information;
KeyPro: the private company with limited liability KeyPro B.V., hereinafter: ‘KeyPro’, established in Groningen, also having its registered office in Amsterdam, as a user of these general terms and conditions;
Distance Selling: the Agreement or Assignment concluded via the digital Shop;
Furniture & Decorations: home furnishings in the broadest sense of the word for habitation and sale (re)styling;
Model form for dissolution / withdrawal: the form that is attached as APPENDIX 1 behind these general terms and conditions, with which the Natural Person can let you know within the cooling-off period that the Natural Person wishes to dissolve the Agreement or Assignment;
Natural person: the person who is not acting in the exercise of a profession or business;
Unforeseen circumstances: circumstances that KeyPro and the Contracting Party could not have foreseen when concluding an Agreement or Assignment;
Assignment: the Furniture & Decorations to be delivered by KeyPro or related Services to be provided by KeyPro as a result of the Agreement;
Agreement: the Agreement concluded between KeyPro and the Contracting Party;
Conditions: these general terms and conditions.
Article 2. Scope
2.1. These Terms and Conditions apply to all legal acts of KeyPro, including the quotations and contact forms drawn up and sent by KeyPro, as well as to the Agreement(s) concluded between KeyPro and the Contracting Party, Assignment and the preceding legal relationships.2.2. If any provision of these Terms is annulled or proves void or otherwise unenforceable, any legally valid part thereof will remain in force. The void, void or unenforceable portion will be replaced by a provision that reflects the intent of that original provision and is consistent with the rest of the Terms, to the maximum extent permitted by law.2.3. General terms and conditions of the Contracting Party do not apply and are expressly rejected.
Article 3. Offer and conclusion of the Agreement
3.1. Each offer is without obligation and valid for 30 days after the date, unless otherwise stated in the quotation. KeyPro is only bound after the Agreement and/or Assignment has been accepted in writing within the stipulated period of 30 days or after the execution of the work has started in the event of a non-written order confirmation.3.2. The agreed price for the Agreement and/or Order is – unless expressly stated otherwise – exclusive of sales tax, duties, import duties and other taxes and/or duties.3.3. The prices quoted by KeyPro are based on the prices known at the time of the offer or offer for, among other things, raw material and material prices, wage costs and social charges, as well as excise duties, levies and taxes levied directly or indirectly from KeyPro. If these prices change after the conclusion of the Agreement and / or Assignment, KeyPro has the right to pass on these changes to the Contracting Party. If the Contracting Party is a Natural Person, KeyPro has this right up to and including three (3) months after the conclusion of the Agreement or Assignment. The Contracting Party has the right to dissolve the Agreement and/or Assignment without being obliged to pay any compensation, if the pass-through of the changed prices leads to a price increase of more than 15% of the originally quoted or offered price.3.4. If, after receipt of the order confirmation or after the execution of the work has started, the Contracting Party wishes to make changes to the Order and / or Agreement for any reason whatsoever, KeyPro is only bound by the change after written agreement. In that case, KeyPro is always entitled to charge the Contracting Party for all damage resulting from the change, including loss of profit and costs, everything in the broadest sense and calculated according to the prices and rates used by KeyPro at that time.
3.5. The Agreement and/or Order is concluded at the moment of acceptance by the Contracting Party of the offer and compliance with the obligations or conditions set therein.3.6. If the Contracting Party has accepted the offer electronically, KeyPro will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by KeyPro, the customer can dissolve the Agreement and / or Order.3.7. If the Contracting Party has accepted the offer by telephone, KeyPro will immediately confirm receipt of the acceptance of the offer in writing or electronically.
3.8. In order to determine the work to be carried out, the Contracting Party must make all the necessary information and documents available free of charge.3.9. The Contracting Party shall ensure that all data and documents, which KeyPro indicates are necessary or which the Contracting Party should reasonably understand to be necessary for the execution of the Agreement and / or Assignment, are provided to KeyPro in a timely manner. If the information required for the execution of the Agreement and / or Assignment has not been provided to KeyPro in time, KeyPro has the right to suspend the execution of the Agreement and / or to charge the additional costs resulting from the delay according to the prices and rates used by KeyPro at that time.
3.10. Each Agreement is entered into under the suspensive conditions of sufficient availability of the products concerned.3.11. The text on the KeyPro website is for information purposes only. The Contracting Party cannot derive any rights and/or guarantees from this text.
3.12. Obvious mistakes or errors in the offer do not bind KeyPro.3.13. KeyPro can, within the legal frameworks, inform itself prior to the conclusion of an Agreement or Assignment whether the Contracting Party can meet the payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement or Assignment (at a distance). If, on the basis of this investigation, KeyPro has good reasons not to enter into the Agreement or Assignment, KeyPro is entitled to refuse an application or to attach special conditions to the execution.3.14. The Contracting Party is obliged to notify KeyPro immediately in the event of a change in contact and/or address details. The Contracting Party is responsible for the accuracy of the contact or address details provided. If and insofar as the Contracting Party acts in violation of the provisions of this article, the Contracting Party will forfeit a non-mitigated fine of € 250 per day that the Contracting Party acts in violation of this.
Article 4. Duration, deadlines, delivery and execution
4.1. The Agreement and/or Assignment between KeyPro and the Contracting Party is entered into for the duration of the agreed Assignment and/or Agreement or the agreed period, unless the nature of the Agreement and/or Assignment results otherwise or if the parties expressly agree otherwise in writing. An Agreement and/or Assignments entered into for an indefinite period can only be terminated by written notice and with due observance of a notice period of 1 month towards the end of a calendar month. Fixed-term contracts that are tacitly continued after the agreed end date will be concluded for an indefinite period, unless otherwise agreed in writing.4.2. The term or period agreed between KeyPro and the Contracting Party is never a strict term for KeyPro. Delivery times are expected delivery times. If a reasonable period or expected delivery time is exceeded, the Contracting Party must therefore give KeyPro written notice of default. KeyPro must be offered a reasonable period of time to still implement the Agreement and / or Assignment.
4.3. KeyPro will execute the Agreement and/or Assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science / technology known in the Netherlands at that time.
4.4. The place of delivery is the address / location that the Contracting Party has made known to KeyPro. The Contracting Party is not permitted to move to another address / location without the prior written consent of KeyPro Furniture & Decorations.
4.5. KeyPro is entitled to execute the Agreement and/or Assignment in different phases and to invoice the part thus executed separately.4.6. In the context of the execution of the Assignment, the Contracting Party grants KeyPro access to the space and makes non-utilities (gas, water and electricity) available for the proper execution of the Assignment.
4.7. The risk of damage and/or loss of products rests with KeyPro until the moment of delivery to the Contracting Party or a pre-designated representative of the Contracting Party and made known to KeyPro, unless expressly agreed otherwise.
4.8. If the Contracting Party does not purchase the Furniture & Decorations to be delivered, KeyPro is entitled to keep them in storage for the Contracting Party at storage costs to be budgeted by. If, after notification by KeyPro, the Contracting Party does not purchase Furniture & Decorations within three (3) months, KeyPro is authorized to remove and / or destroy the Furniture & Decorations on behalf of the Contracting Party after notification thereof, which does not affect all other claims of KeyPro.
Article 5. Rent / Rental Furniture & Decorations
5.1. The use of the Furniture & Decorations made available to the Contracting Party by KeyPro is for the title of rent.5.2. The Furniture & Decorations are in all cases delivered, placed, connected (if necessary) and picked up by or on behalf of KeyPro. KeyPro charges a fixed fee for these ‘out-of-home costs’ in all cases.5.3. The Contracting Party will use the Furniture & Decorations properly during the entire duration of the Agreement with due care and in accordance with the destination given to it by the parties. The Contracting Party is not permitted to make the Furniture & Decorations available to Third Parties for use without the written permission of KeyPro. Except with the written permission of KeyPro, the Contracting Party is not authorized to move or change the Furniture & Decorations themselves or by anyone other than the party designated by KeyPro. KeyPro may attach conditions to its consent.5.4. The Contracting Party ensures that KeyPro is able to execute the Agreement and/or Assignment because the place where the Furniture & Decorations are to be used is easily accessible, suitable and safe and complies with all applicable regulations applicable on site.5.5. The Furniture & Decorations provided by KeyPro may never be left unattended.5.6. The Contracting Party is obliged to take appropriate measures in good time to prevent and limit damage to the Furniture & Decorations. He is obliged to report any damage and any defect or malfunction to KeyPro without delay. KeyPro will provide repair or replacement within 48 hours of receipt of a notification from the Contracting Party, unless this cannot reasonably be required of KeyPro.
5.7. The Furniture & Decorations made available by KeyPro may never be placed in areas where smoking or smoke is present. The Contracting Party is not permitted to smoke on, in or in the vicinity of the Furniture & Decorations made available by KeyPro. (Domestic) animals are not allowed on, in or in the vicinity of the Furniture & Decorations made available by KeyPro. Smoke smell, animal odors, animal hair and strong odors due to food preparation are seen as damage. All costs associated with it (such as cleaning, repair and disposal) will have to be reimbursed by the Contracting Party.5.8. All repairs will be carried out by or on behalf of KeyPro. In all cases outside normal wear and tear, including incorrect or careless action, insufficient maintenance, fire, explosion or fault of the Contracting Party or Third Parties, the costs of repair shall be borne by the Contracting Party. The assessment of what is outside normal wear and tear belongs exclusively to KeyPro.5.9. The Contracting Party is deemed to have received the Furniture & Decorations in good condition, proper functioning, odour-free (e.g. smoke and food odours) and clean, unless the Contracting Party has indicated otherwise in writing within 8 days of delivery of the goods. At the end of the use, the Contracting Party will make the Furniture & Decorations available to KeyPro in their original condition.5.10. The Contracting Party will immediately make the Furniture & Decorations available to KeyPro at the end of the rental. For each day that the Contracting Party is negligent in this respect, he owes, without summons or notice of default being required, a penalty equal to the amount that the Contracting Party owed per day of rent over the originally agreed rental period, with a minimum of € 250,-, without prejudice to KeyPro’s right to full compensation, if this should exceed the stated fine amount.5.11. As long as he has the rented property in his power, the contracting party is liable for the total or partial destruction or loss of the rented property as a result of theft, embezzlement, fire, or any other cause of damage. The contracting party undertakes to insure the rented goods and to keep them insured against fire, explosion and water damage as well as against theft.5.12. If the Contracting Party returns the Furniture & Decorations before the end of the agreed period, this will never provide a ground for a refund of any amount.5.13. The Contracting Party is obliged to follow any instructions relating to this article or these Terms and Conditions.
Article 6. Buy / Sell
Furniture & Decorations 6.1 Used Furniture & Decorations are sold and delivered in the condition in which they are at the time of the provision of possession with all visible and invisible defects. KeyPro does not give any guarantee for the soundness of the sold and delivered goods. The contracting party is aware that these are used items.6.2. New Furniture & Decorations are only sold and delivered with the warranty given by the supplier or manufacturer of the relevant good on the relevant Furniture & Decorations. KeyPro never gives further guarantees on the Furniture & Decorations sold than described in the previous sentence.6.3. Deviations from the sold and delivered Furniture & Decorations regarding color, wear resistance, structure and the like, which are technically acceptable according to applicable, customary standards, or commercial use, exclude the right to warranty and / or compensation.6.4. Any guarantees do not apply if the Contracting Party has repaired and / or processed the delivered products himself or has had them repaired and / or processed by third parties and / or if the delivered products have been exposed to abnormal conditions or are otherwise handled carelessly or are contrary to the instructions of KeyPro, the manufacturer and / or have been treated on the packaging.
Article 7. Right of withdrawal
7.1. Articles 7, 8 and 9 apply to the Contracting Party, being a Natural Person.7.2. When purchasing Furniture & Decorations at a distance or at agreed Related Services at a distance, the Contracting Party has the option to dissolve the Agreement and / or Assignment without giving reasons for fourteen (14) days. This can be done by means of the model dissolution form attached to these conditions as ANNEX 1. This cooling-off period starts on the day after receipt of Furniture & Decorations or agreed Related Services by the Contracting Party or a representative designated in advance by the Contracting Party and announced to KeyPro. If a shipment is delivered in several parts, the cooling-off period will start when the last part is delivered and received. However, this does not apply to goods and related services that are excluded from the right of withdrawal.
7.3. During the cooling-off period, the Contracting Party will handle Furniture & Decorations and the packaging (s) with care. The Contracting Party will only unpack or use Furniture & Decorations to the extent necessary to assess whether it wishes to retain the product. The starting point here is that the Contracting Party handles the matters as he would be allowed in a physical store. If the Contracting Party exercises its right of withdrawal, it will return Furniture & Decorations with all accessories supplied and in the original condition and packaging to KeyPro, in accordance with the reasonable and clear instructions provided by KeyPro.
7.4. If the Contracting Party wishes to make use of its right of withdrawal, it is obliged to make this known to KeyPro within fourteen (14) days after receipt of the goods or agreed Related Services. After the Contracting Party has indicated that it wishes to make use of its right of withdrawal, the Contracting Party must return the goods within fourteen (14) days. The contracting party must prove that the delivered goods have been returned on time, for example by means of proof of shipment.
7.5. If, after the expiry of the periods referred to in paragraphs 2 and 4, the Contracting Party has not indicated that it wishes to make use of its right of withdrawal or has not returned the goods to KeyPro, the purchase and / or the agreed Related Services is a fact.
7.6. The Contracting Party is liable for a decrease in the value of the goods as a result of handling the goods in deviation from Article 7.3.
Article 8. Costs in case of withdrawal
8.1. If the Contracting Party makes use of its right of withdrawal, the costs of return will be borne by it at most.
8.2. If the Contracting Party has opted for a more expensive method of return than the cheapest delivery, KeyPro is not obliged to pay the additional costs of the more expensive method of return.
8.3. If the Contracting Party has paid an amount, KeyPro will refund this amount as soon as possible, but no later than fourteen (14) days after withdrawal. However, this is subject to the condition that the product has already been received back by KeyPro or conclusive proof of complete return can be provided. Reimbursement will be made via the same payment method used by the Contracting Party, unless the Contracting Party expressly authorizes another payment method.
8.4. If several items have been delivered by means of one shipment and the entire shipment is returned, the refund will only take place when all items have been received back by KeyPro.
Article 9. Exclusion of the right of withdrawal
9.1. KeyPro may exclude the Contracting Party’s right of withdrawal for goods and related services as described in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if KeyPro has clearly stated this in the offer, at least in time for the conclusion of the agreement.
9.2. Exclusion of the right of withdrawal is only possible for goods and / or Related Services:
- which have been established by KeyPro in accordance with the Contractor’s specifications;
- which are clearly personal in nature;
- which, by their nature, cannot be returned;
- which, with the consent of the Contracting Party, are fully carried out within the cooling-off period of fourteen (14) days and whereby the Contracting Party has declared that it has waived its right of withdrawal.
9.3. The statutory cooling-off period of fourteen (14) days does not apply to the customer who is a legal person and / or the customer who is a natural person, acting in the exercise of a profession or business.
Article 10. Related Services
10.1. KeyPro assumes an obligation of best efforts, other than an obligation of result, in the execution of the work, Agreement and / or Assignment and will carry out this work to the best of its knowledge and ability in accordance with the requirements of good craftsmanship.
10.2. KeyPro will take reasonable wishes of the Contracting Party into account as much as possible when executing the Agreement and / or Assignment, provided that in the opinion of KeyPro this is conducive to the proper execution of the Agreement and / or Assignment.
10.3. If and insofar as the activities under the Related Services involve KeyPro mediating in the conclusion of any contract with Third Parties, the Contracting Party realizes that KeyPro is dependent on Third Parties, and KeyPro is never liable for damage as a result of the non-conclusion of such a contract, nor will this provide a ground for a full or partial refund of the agreed price, or for total or partial dissolution or destruction of the Agreement and / or Assignment, or a part thereof.
10.4. The Contracting Party is obliged to provide KeyPro with all information that may reasonably be of interest in connection with the execution of the Assignment and/or Agreement. 10.5. In the event of unforeseen circumstances, KeyPro is entitled to charge additional costs and/or unilaterally change the Agreement and/or Assignment.
10.6. Changes to the Agreement or Assignment requested by the Contracting Party, of whatever nature, that cause higher costs than initially anticipated, will be charged additionally to the Contracting Party.
10.7. KeyPro is free to choose the means necessary for the Service.
10.8. KeyPro is at all times entitled to refuse an Order.
10.9. If necessary, assembly work will be based on drawings sent to the Contracting Party in advance. The measurements and data specified herein must be checked by the Contracting Party in the work. Prints of the relevant drawings are signed by the Contracting Party for approval and returned to KeyPro. The assessment of the suitability of the construction of the building, in which the products are mounted, is the responsibility of the Contracting Party.
Article 11. Authorisation
11.1. The Contracting Party may issue an authorization to KeyPro authorizing it to withdraw the order and power of attorney to make agreements with Third Parties on behalf of the Contracting Party, to conclude or terminate an agreement in the name of and for the account and risk of the Contracting Party.11.2. The authorization can be withdrawn by the Contracting Party at any time in writing. The withdrawal must have reached KeyPro for this. The contracting party bears the burden of proof in this regard. 11.3. Withdrawal does not affect the Order or Agreement with KeyPro and/or what was carried out on behalf of the Contracting Party before the authorisation was withdrawn.11.4. KeyPro is not liable for the fulfilment of the agreements or agreement(s) with Third Parties mentioned in this article.
Article 12. Subcontracting
12.1. KeyPro is entitled to outsource all or part of the Assignment to Third Parties. Upon explicit request, KeyPro will inform the Contracting Party whether and if this is the case, to what extent the Assignment has been outsourced to Third Parties / suppliers.
12.2. The costs of engaging Third Parties shall be borne by the Contracting Party.12.3. KeyPro is authorised by the Contracting Party to accept any limitations of liability of Third Parties on behalf of the Contracting Party.12.4. With regard to products and / or services provided by Third Parties, KeyPro can only be regarded as a re-supplier / intermediary vis-à-vis the Contracting Party and is therefore not obliged to guarantee more towards the Contracting Party than the third party engaged is responsible for towards KeyPro.
12.5. Any liability of KeyPro for shortcomings of Third Parties is excluded.12.6. In the event of a possible claim for damages, KeyPro will – without being obliged to pay any compensation – mediate between the Third Party and the Contracting Party.
12.7. The applicability of Articles 7:404 of the Dutch Civil Code, 7:407(2) of the Dutch Civil Code and 7:409 of the Dutch Civil Code is expressly excluded.
Article 13. Additional work
13.1. Unless otherwise agreed in writing, the Assignment and/or Agreement will be executed in the agreed period. If, after accepting the offer, the Contracting Party requires work outside that period, the additional costs associated with this will be charged as “additional work”, at the usual rates that KeyPro applies at the time of the execution of the work, Agreement and / or Assignment.
13.2. Additional work is also understood to mean: an aggravation or extension of the work to be carried out by KeyPro after the conclusion of the Agreement and / or Assignment.
13.3. Additional work can also be agreed orally.
13.4. In the absence of a written Agreement or Assignment, KeyPro is at least entitled to a reasonable price.
Article 14. Payments
14.1. Unless otherwise agreed in writing, payment of the amounts invoiced by KeyPro must be made in Euros, à cash, by bank or giro, without prejudice to KeyPro’s right to require advance payment of the full or periodic price and / or to require security for the payment thereof.14.2. The contracting party is in default by the mere expiry of an (agreed) payment term and / or the mere fact of any violation, non-compliance or improper fulfillment of any agreed provision, without notice. From that moment on, the contracting party owes the statutory commercial interest ex art. 6:119a BW on the amount due up to the full payment thereof. If the Contracting Party is a natural person, the statutory interest rate applies. 14.3. If KeyPro has handed over its claim for collection, the Contracting Party shall in any case owe an amount of 15% of the net invoice amount, with a minimum of € 250, – in respect of extrajudicial collection costs, while if legal proceedings are subsequently necessary, the Contracting Party shall also be obliged to pay all legal costs, including expressly costs above the liquidation rate customary to be used by the Dutch court, reimburse costs due to the bankruptcy application and administration costs such as municipal fees, Chamber of Commerce costs, etc. KeyPro is entitled to charge the Contracting Party at any time for the actual extrajudicial costs, if higher than the fixed percentage.14.4. If the Contracting Party is a Natural Person, the extrajudicial costs are equal to the statutory maximum permitted compensation for extrajudicial costs as stipulated in and calculated in accordance with the Decree on compensation for extrajudicial collection costs. The extrajudicial costs are due if the Contracting Party Natural Person has not paid the amount due within 14 days after the occurrence of the default in which the extrajudicial costs have been noticed.14.5. The rules contained in this article with regard to judicial and extrajudicial costs also apply if KeyPro has had to defend itself against the Contracting Party in legal proceedings, unless KeyPro has been unsuccessful in the context of those proceedings by a court decision that has become final.14.6. Payments are used primarily to cover costs and interest incurred and are only intended to cover the work that has taken place, it being understood that these payments are always first set off against the oldest invoices due. In the absence of (timely) payment by the Contracting Party of one debt – for whatever reason – or payment term, all other debts or payment terms shall immediately become due and payable in full. KeyPro may, without being in default, refuse an offer for payment if the Contracting Party designates a different order of the allocation. KeyPro may refuse full payment of the principal if the outstanding and accrued interest as well as the costs are not also paid.14.7. The Contracting Party is not entitled to suspend the payment of the amount owed by it on the grounds that KeyPro has not fulfilled any obligation under any Agreement and / or Assignment whatsoever towards him. An appeal by the Contracting Party to set-off is also excluded.
Article 15. Limitation and Exclusion of Liability15.1. If KeyPro has imputably failed to comply with the Agreement and/or Assignment, the resulting liability only relates to direct damage. Furthermore, the liability is limited to a maximum of the invoice amount of the Agreement and / or Assignment, at least that part of the Agreement and / or Assignment to which the liability relates, at least to a maximum of € 10,000 [in words: ten thousand Euros]. In the event of an insured interest, the liability in that case is at all times limited to a maximum of the amount paid out by KeyPro’s insurer in the appropriate case.15.2. Direct damage is exclusively understood to mean:– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions;– any reasonable costs incurred to have the defective performance of KeyPro comply with the Agreement and / or Assignment, unless this defect cannot be attributed to KeyPro;– reasonable costs, made to prevent or limit damage, insofar as the Contracting Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.15.3. KeyPro is never liable for indirect damage, including – but not limited to – consequential damage, loss of profit, missed savings and damage due to business interruption.15.4. KeyPro is also never liable for damage of any kind, because it has been based on incorrect and / or incomplete data provided by the Contracting Party.15.5. Any items of Third Parties present in the company of KeyPro (both those of the Contracting Party and of other persons) are not insured against any risk. KeyPro is not liable under any circumstances, including theft, embezzlement, destruction or otherwise.15.6. The contracting party undertakes to insure the goods delivered to KeyPro and to keep them insured against fire, explosion and water damage as well as against theft.15.7. The limitations of liability included in these Terms and Conditions do not apply if the damage is due to intent or gross negligence on the part of KeyPro or its managerial subordinates.15.8. The Contracting Party indemnifies KeyPro against claims from Third Parties that are or could be directly or indirectly related to the Furniture & Decorations to be supplied by KeyPro or related Services to be performed.15.9. KeyPro is never liable for defects in the Agreement and / or Assignment that are wholly or partly the result of non-compliance by the Contracting Party with operating requirements / or maintenance instructions or other than the foreseen normal use, normal wear and tear, assembly / installation or repair by Third Parties, including the Contracting Party, the application of any government regulation regarding the nature or quality of the products or materials used, goods, materials or items used in consultation with the Contracting Party that have been provided by the Contracting Party to KeyPro for processing, parts involved by KeyPro of Third Parties for which no guarantee has been provided. 15.10. KeyPro is never liable for infringement of patents, licenses or other rights of Third Parties as a result of use of data provided by or on behalf of the Contracting Party, damage or loss, for whatever reason, of raw materials, semi-finished products, models, tools and other items made available by the Contracting Party.
15.11. All limitations and exclusions of liability included in these Terms and Conditions also apply to all (legal) persons / third parties that KeyPro uses in the execution of the Agreement and / or Assignment.15.12. KeyPro delivers to the Contracting Party as an end user. KeyPro is in no way liable (towards Third Parties) in the event of resale.
Article 16. Retention of title and right of retention16.1. Items delivered by KeyPro in the context of the Agreement and/or Assignment and intended for transfer of ownership to the Contracting Party remain the property of KeyPro until the Contracting Party has properly fulfilled all obligations under the Agreement(s) and/or Assignment concluded with KeyPro. KeyPro remains the owner of the goods it rents out, as well as the material made available by it, at all times, unless the parties agree otherwise.16.2. The delivered by KeyPro, pursuant to paragraph 1. is subject to retention of title, may not be resold and may never be used as a means of payment. The Contracting Party is not entitled to pledge or otherwise encumber the property covered by the retention of title.16.3. The Contracting Party must always do everything that can reasonably be expected of it to secure the property rights of KeyPro. If Third Parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Contracting Party is obliged to inform KeyPro immediately. Furthermore, the Contracting Party undertakes to insure and keep insured the delivered goods under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to KeyPro on first request. In the event of a possible payment of the insurance, KeyPro is entitled to these tokens. To the extent necessary, the Contracting Party undertakes in advance vis-à-vis KeyPro to cooperate with all that may (or may prove to be) necessary or desirable in that context.16.4. In the event that KeyPro wishes to exercise its property rights indicated in this article, the Contracting Party gives KeyPro and third parties to be designated by KeyPro in advance unconditional and irrevocable permission to enter and take back all those places where KeyPro’s property is located.16.5. Until the Contracting Party has paid KeyPro all amounts due in the context of the Agreement (and/or of previous similar agreements) and/or the Assignment, KeyPro may retain the relevant matters of the Contracting Party and recover its claim as a matter of priority, unless the Contracting Party provides sufficient security to pay these amounts.
Article 17. Statute of limitations, expiration and advertising17.1. The legal claims against KeyPro, to which an Agreement and / or Assignment subject to these Terms and Conditions give rise, become time-barred by the expiry of one year. They shall expire after two years.17.2. The limitation period or expiry period starts on the first day after the expiry of a period of one calendar month after the conclusion of the relevant Agreement and / or Assignment.17.3. Any visible defects in the goods delivered by KeyPro must be reported to KeyPro in writing within 8 days of delivery. Any non-visible defects must be reported to KeyPro immediately, but in any case no later than 30 days after discovery. The report must contain as detailed a description of the defect as possible, so that KeyPro is able to respond adequately. The Contracting Party must give KeyPro the opportunity to investigate a complaint or have it investigated.17.4. If the Contracting Party complains in time, this does not suspend its payment obligation. In that case, the Contracting Party shall also be obliged to purchase and pay for the otherwise ordered and/or what it has instructed KeyPro.17.5. The right of complaint lapses if the Contracting Party has repaired and / or processed the delivered goods themselves or has had them repaired and / or processed by Third Parties and in case the delivered goods have been exposed to abnormal conditions or are otherwise handled carelessly or are contrary to the instructions of KeyPro and / or have been treated on the packaging.
Article 18. Dissolution
18.1. Without prejudice to the further rights vested in KeyPro, it has the right, if it is prevented by force majeure to execute the Agreement and / or Assignment, and / or in the event that any payment term expires unused and the Contracting Party is in default by operation of law, to suspend the execution of the Agreement and / or Assignment with immediate effect without judicial intervention or to dissolve the Agreement and / or Assignment in whole or in part by a Written declaration, at its option, without being obliged to pay any compensation or guarantee. KeyPro is then, without prejudice to the claims of unpaid payment obligations of the Contracting Party, entitled to compensation equal to the amount of all remaining payment terms (of the rental price and all further periodic payment obligations) that would have appeared during normal execution of the Agreement and / or Assignment.18.2. The Contracting Party expressly waives all rights to terminate the Agreement and/or Assignment pursuant to Articles 6:265 et seq. of the Civil Code, unless otherwise stipulated in these Terms and Conditions or in the Agreement and/or Assignment.18.3. If the Contracting Party fails, fails to comply properly or on time with any obligation that may arise for the Contracting Party from this or from any other Agreement and/or Assignment concluded with KeyPro, as well as in the event of bankruptcy, suspension of payment, receivership, application of WSNP, shutdown or liquidation of the Contracting Party’s business, the Contracting Party shall be deemed to be in default by operation of law and KeyPro shall have the right, without notice of default and without judicial intervention, to suspend the execution of the Agreement and / or Assignment or to dissolve the Agreement and / or Assignment in whole or in part by a written statement so read, at its choice, without being obliged to pay any compensation or guarantee, but without prejudice to the rights further vested in KeyPro. In these cases, any claim that it has or may receive at the expense of the Contracting Party is immediately and suddenly due and payable. In this case, the work will be stopped immediately, the Furniture & Decorations will be collected and removed and all work will be carried out up to and including the day of occurrences mentioned under this article, calculated to the Contracting Party, whichever amount is immediately due and payable. The Contracting Party is obliged – whether or not at the direction of KeyPro – to provide all required cooperation in returning the Furniture & Decorations. Article 5 of these general terms and conditions also and additionally apply. 18.4. For the cases referred to in the previous paragraph, the Contracting Party already grants KeyPro an irrevocable permission to enter the room where the Furniture & Decorations are located, in order to be able to dispose of them. 18.5 If and insofar as the Contracting Party acts in violation of the provisions of this article, including the permission given in paragraph 4, the Contracting Party will forfeit a non-mitigating fine of € 250 per day that the Contracting Party acts in violation of this.
Article 19. Force majeure19.1. A shortcoming of KeyPro will not be charged to it if it is in a state of force majeure.19.2. Force majeure is understood to mean: a shortcoming that KeyPro cannot be attributed to because it is not due to its fault, nor is it responsible for it under law, legal act or views prevailing in society, including the case that KeyPro is unable to provide its services due to an (attributable) shortcoming or carelessness of Third Parties. Force majeure includes:(a) business disruption or business interruption of any kind, and regardless of how it arises;(b) delayed or late delivery by one or more suppliers of KeyPro;(c) transport difficulties or impediments of any kind, as a result of which the transport to KeyPro or from KeyPro to the Contracting Party is hindered or impeded;(d) war (danger) riot, sabotage, flood, fire, lockouts, company occupation, strikes, changed government measures and / or weather conditions for which Code Red has been issued by the KNMI; (e) (with) COVID (similar) restrictive measures; 19.3. In the event of force majeure, KeyPro has the right, within 3 weeks after the occurrence of a circumstance that constitutes force majeure, to either change the period of delivery or to dissolve the Agreement and / or Assignment out of court, without being obliged to pay compensation.19.4. After dissolution of the Agreement and/or Assignment, KeyPro is entitled to reimbursement of the costs and/or work already incurred by it.19.5. KeyPro also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after KeyPro should have fulfilled its obligation.
Article 20. Confidentiality
20.1. The Contracting Party is obliged to maintain the confidentiality of all confidential information obtained within the framework of the Agreement and/or Assignment. Information is considered confidential if this has been communicated by KeyPro or if this results from the nature of the information. An “open” calculation included in KeyPro’s quotation must always be considered confidential information.
20.2. If, on the basis of a legal provision or a court decision, KeyPro is obliged to provide confidential information of the Contracting Party to Third Parties designated by law or the competent court, and KeyPro cannot invoke a legal or by the competent court recognized or permitted right of non-disclosure in this regard, KeyPro is not obliged to pay compensation or compensation and the Contracting Party is not entitled to dissolve the agreement on the basis of any damage, caused by this.
Article 21. Intellectual property rights and property rights
21.1. All intellectual property rights arising from the Agreement and/or Assignment – including patent rights, trademark rights, drawing or design rights and copyright – to the results of the Agreement and/or Assignment belong to KeyPro. Insofar as such a right can only be obtained by a deposit or registration, only KeyPro is authorized to do so, unless otherwise agreed.
21.2. The Parties may agree that all or part of the rights referred to in the first paragraph shall be transferred to the Contracting Party. This transfer and any conditions under which the transfer takes place are always recorded in writing.
21.3. KeyPro has the right at all times to mention or remove its name on, with or in publicity surrounding the result of the Agreement and / or Assignment – in the usual way for that result.
21.4. Unless otherwise agreed, the (originals of the) results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes, models, molds, prototypes, products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) remain the property of KeyPro, regardless of whether these have been made available to the Contracting Party or to Third Parties.
21.5. After completing the Agreement and/or Assignment, neither the Contracting Party nor KeyPro have a retention obligation towards each other with regard to the materials and data used, unless otherwise agreed or required by law.
Article 22. Competent court and applicable law
22.1. Agreements and Assignments are deemed to have been concluded, respectively executed or executed in the Netherlands.
22.2 All disputes, including those that are only considered as such by one of the parties, that may arise between the parties, will be submitted to the competent Dutch court of KeyPro’s place of business to the exclusion of each authority, unless Dutch law prescribes otherwise. KeyPro is also always competent to refer the matter to the competent Dutch court of the contracting party’s domicile or place of business.
22.2. This Agreement and/or Assignment – and all Agreements and/or Assignments resulting therefrom – are governed by Dutch law. The Convention on the International Sale of Goods (Vienna Sales Convention) is excluded.
Article 23. Final provisions
23.1. These Terms and Conditions have been filed with the Chamber of Commerce Northern Netherlands.
23.2. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text thereof is always decisive.
23.3. KeyPro is permitted to change these Terms and Conditions in the interim. Changes to the Terms will be effective upon posting.
23.4. The last deposited version or the version as it applied at the time of the conclusion of the Agreement and / or Assignment always applies.
23.5. Data entered by the Contracting Party can be used to keep the Contracting Party informed about KeyPro’s business and services. If the Contracting Party does not wish to do so, the Contracting Party will inform KeyPro in writing.
23.6. KeyPro may refer to third-party websites, but is not responsible for the content and functioning thereof.
23.7. All correspondence takes place with KeyPro via the mentioned contact details: KeyPro B.V. E-mail: firstname.lastname@example.org or https://www.keypro.nl/en/contact/
Model form for dissolution / withdrawal
Only complete and return this form if you wish to dissolve / withdraw from the agreement.
KeyPro B.V., Kaskinenweg 9, 9723 JL Groningen, phone 085-00 22 110, e-mail email@example.com:
I/We (*) hereby inform you that I/We (*) revoke/revoke our agreement regarding the sale of the following goods/provision of the following service (*) (*)Ordered on (*)/
Received on (*)Name(s) consumer(s)
Signature of consumer(s)
[only when this form is submitted on paper]
(*) Delete where not applicable.