Terms and Conditions
Article 1: Applicability, definitions
- These Terms and Conditions apply to any offer and any agreement of purchase and sale - whether or not concluded via the website(s), www.k-po.com, and to any agreement of services to perform repairs of the general partnership KBC Productions a.d.b.a. KBC Import/Export en K-PO, established in Ede, hereinafter to be referred to as “KBC”.
- The buyer shall be referred to as “the Other Party”.
- A number of provisions in these General Terms and Conditions relate to a natural person who does not act in the capacity of a profession or a company. The Other Party shall be referred to as “the Consumer” in the context of these provisions.
- “In writing” for the purposes of these General Terms and Conditions shall mean: by letter, e-mail, fax or any other mode of communication that is regarded as equivalent to writing in view of advances in technology and conventional practices.
- “The website” for the purposes of these General Terms and Conditions shall mean: the website(s) of KBC referred to in paragraph 1.
- The possible invalidity of (any part of) a provision contained in these General Terms and Conditions shall not affect the validity of the remaining provisions.
- In the event of a discrepancy or conflict between these General Terms and Conditions and a translation hereof, the Dutch text shall prevail.
- These General Terms and Conditions shall also apply to repeat orders and part orders flowing from the agreement.
- A lasting business relationship shall exist if KBC has already handed these General Terms and Conditions several times to the Other Party. If this is the case, KBC shall not be obliged to produce these General Terms and Conditions in order for them to apply to each new agreement.
Article 2: Offer, proposals, prices and rates
- Each offer and each proposal of KBC is in force during the term mentioned thereon. An offer or a proposal without a validity term is without engagement. KBC is entitled to withdraw an offer or proposal if this offer or proposal is without engagement, within 2 working days after receipt of the acceptance at the latest.
- The prices and rates stated in an offer, proposal or price list are exclusive of BTW (Dutch VAT) and possible costs, such as shipping costs, transport costs, administrative costs, handling costs and expense claims of third parties engaged. The BTW amount and any possible costs shall be clearly stated for each item.
- A composite offer or proposal does not oblige KBC to deliver part of the offered performance against a corresponding part of the price.
- If the offer or proposal is based on information provided by the Other Party and this information appears to be incorrect or incomplete or should change at a later date, KBC shall have the right to adjust the prices, rates and/or delivery/completion period stated.
- The offer, proposal, prices and rates shall not automatically apply to repeat orders, part orders or subsequent assignments.
- KBC reserves the right to deliver items that are in stock on the date of the offer or the proposal to third parties for as long as the Other Party has not accepted the offer in writing.
- The models stated, statements of (technical) specifications, characteristics and other descriptions in brochures, promotion material and/or on the website of KBC are as accurate as possible, but shall only be intended as a guide. The Other Party may derive no rights from these.
- If between the date of concluding the agreement and carrying it out, (cost) price increasing circumstances take place for KBC as a result of changes in legislation and regulations, government measures, currency fluctuations, changes in purchase prices, KBC shall be entitled to increase the agreed prices and rates and charge these to the Other Party accordingly.
- In the event of price or rate increases within three months of establishing the agreement, the Consumer shall be entitled to dissolve the agreement giving notice in writing. If the Consumer does not inform KBC of its intention to use its right to dissolve the agreement within 14 days of notification of the price or rate change, KBC may assume that the Consumer has agreed to the price or rate change.
Article 3: Establishing agreements
- The agreement is established after the Other Party has accepted the offer of KBC. If this acceptance deviates from the offer, KBC is not bound by it.
- KBC shall only be bound to:
- an order without prior offer thereto;
- oral agreements;
- additions to or changes of the General Terms and Conditions or agreement; after written confirmation to the Other Party or as soon as KBC - without objection of the Other Party - has started the performance of the order or arrangements.
- If the Other Party places an order through the website, KBC shall only be bound to this order after it has confirmed the order in writing to the Other Party - whether or not via an automatic message via the website. All this applies, unless otherwise stated on the website.
- If a consumer concludes an agreement on behalf of or at the expense of another consumer, he declares by signing the agreement that he has competence to do so. This person is alongside the other consumer jointly and severally liable for all obligations arising from the agreement.
Article 4: Distance purchasing, reflection period
- This Article exclusively applies to the Consumer for distance purchasing in the sense of Article 46a Book 7 of the Netherlands Civil Code.
- Consumers have a reflection period of 14 calendar days after receipt of the items purchased at a distance. The Consumer may terminate the agreement within this term without having to state a reason. Such termination shall take place by means of a written notice to KBC.
- In the event of termination of the agreement, the items must be returned to KBC in the original packaging, unused and at the expense and risk of the Consumer. The costs for the return delivery within the approval period are payable by the Other Party.
- KBC shall pay back to the Consumer the payments it has already received from the Consumer as soon as possible, but within 14 calendar days after the termination at the latest.
- KBC has the right to only pay back part of the received payments if the items are not packed in the original packaging, or if they have been treated, used and/or damaged. KBC shall inform the Consumer thereof immediately after receipt of the items.
Article 5: Engaging third parties
- If required for the proper execution of the agreement according to KBC, it shall have the right to have specific deliveries carried out by third parties.
Article 6: Confidential information
- KBC undertakes not to disclose any confidential information it has obtained from and about the Other Party in the context of the conclusion and execution of the agreement, which information the Other Party has indicated to be confidential or of which information KBC can reasonably suspect that it must be treated in confidence. KBC shall only provide this information to third parties insofar as is necessary for the execution of the agreement.
- KBC shall take all reasonable precautions to keep the confidential information confident and shall guarantee that its employees and/or other staff who are engaged in the execution of the agreement and fall under its responsibility shall also observe this secrecy.
- The obligation of confidentiality shall not apply if KBC as a result of legislation and regulations or a judicial decision is obliged to disclose the confidential information and cannot rely on a lawful privilege or a privilege permitted by the court. This exception shall also apply to the employees and other staff as referred to in the previous paragraph.
Article 7: Obligations of the Other Party
- The Other Party must ensure that it makes available all information required for the execution of the agreement, including possible approvals, to KBC in time and in the manner required by it, and that this information is correct and complete.
- The Other Party may only sell on items delivered by KBC in the original packaging from KBC or its supplier. The Other Party may make no changes to the original packaging and shall prevent any damage.
- If the above obligations are not fulfilled in full or on time, KBC shall have the right to suspend the execution of the agreement until the time that the Other Party has fulfilled its obligations. The costs in connection with the delay obtained and the other consequences arising from this shall be at the expense and risk of the Other Party.
- If the Other Party fails to comply with its obligations and KBC fails to require performance by the Other Party, it shall not affect KBC's right to require performance at a later date.
Article 8: Delivery, delivery/completion terms
- Agreed delivery/completion terms shall never be considered as strict deadlines. If KBC fails to meet its delivery obligations in full or on time, the Other Party must give notice of default to her and grant reasonable time to meet these obligations at a later date.
- Based on agreements with consumers, which are concluded via de website, the items ordered shall be delivered 30 days after the order was placed at the latest. When delivery within this term is impossible, KBC shall notify the consumer hereof as soon as possible. The consumer shall then be able to claim back any advance payments from KBC within 1 week after this communication. If the Consumer makes use of this possibility, KBC shall pay back the amount already paid by the Consumer within 14 days after the Consumer has requested repayment.
- KBC is entitled to deliver in phases, whereby each partial delivery may be invoiced separately.
- The risk concerning the items to be delivered shall pass to the Other Party at the time of delivery. This is the moment that these items to be delivered will leave the premises of KBC, or the moment that KBC has informed the Other Party that it may collect the items.
- Contrary to the previous paragraph, the moment of delivery for Consumers is the moment that the items are in fact at their disposal.
- Dispatch and transport of the items shall take place at the expense and risk of the Other Party in a manner to be decided by KBC. KBC is not liable for any damage of whatever nature – whether or not to the items themselves – that is related to the dispatch or the transport.
- Contrary to the previous paragraph, for Consumers the dispatch or transport of the items shall take place at the risk of KBC, but at the expense of the Consumer.
- If it appears impossible, due to a cause within the risk area of the Other Party, to deliver the ordered items (in the agreed manner) to the Other Party, or if these items are not collected, KBC shall have the right to store the items at the expense and risk of the Other Party. The Other Party should enable KBC, after giving notice of the storage, within a term to be fixed by KBC, to deliver the items within the term fixed or collect the items within this term.
- If the Other Party still fails to meet its purchase obligation after the term referred to in the previous paragraph, it shall be immediately in default. KBC shall then have the right to fully or partially terminate the agreement with immediate effect by a written statement and to sell the items to third parties without KBC being obliged to compensate any damage, cost or interest arising from this. The aforesaid shall not affect the Other Party’s obligation to compensate any (storage) costs, loss due to delay, lost profits or any other damage or the right of KBC to claim fulfilment at a later date.
- An agreed delivery term will not take effect until the moment that KBC has received all information required for the delivery and the possible agreed (advance) payment of the Other Party. If delay arises from this, the delivery term shall be extended accordingly.
Article 9: Repair
- If parties have agreed work at an hourly rate, KBC shall charge its fee on a time-spent basis, applying the agreed hourly rate or KBC’s customary hourly rate.
- The hourly rates apply to normal working days, which is understood to mean: Mondays to Fridays (with the exception of recognised public holidays) and the times agreed between parties.
- In the event of urgent work or if, at the request of the Other Party, the work must be carried out outside the working days referred to in the previous paragraph, KBC shall be entitled to charge a surcharge on the hourly rate.
- If a dispute arises between parties about the number of hours spent and/or the hours charged, the time recording of KBC shall be binding.
- Repair costs that are quoted verbally are an approximate of the actual costs. If the estimated costs are exceeded by more than 10% or if there is a threat that they will be exceeded, KBC shall immediately notify the Other Party thereof. If the Other Party does not wish to instruct repairs, it shall immediately have to take back the item. KBC shall make the item available as soon as the Other Party has paid the costs possibly incurred by KBC. If the Other Party instructs to carry out repairs, it agrees with the cost increase.
- If the Other Party has reserved to carry out certain parts of the repairs, the Other Party shall itself be liable for the consequences of non-timely performance.
- The replaced materials and/or parts shall only be made available to the Other Party at the express request of the Other Party. If such a request has not been made, the replaced materials and/or parts shall be destroyed without the Other Party being able to claim compensation (of the residual value) in any way for those materials or parts.
- If the work has to be carried out on the location of the Other Party or a location designated by the Other Party, the Other Party shall at its own expense ensure the availability of the facilities reasonably required and requested by KBC.
- The items that were handed over to KBC for repairs shall remain at the risk of the Other Party, unless explicitly agreed otherwise in writing.
- The costs of return delivery to the Other Party are payable by the Other Party.
- Complaints about the work carried out must be reported to KBC immediately after their discovery - but no later than within the stipulated (guarantee) term after completion set by KBC - followed by a written confirmation thereof. If no (guarantee) term has been agreed, a (guarantee) term of 1 month shall apply. If no such report is filed, the work is deemed to have been carried out in accordance with the agreement.
Article 10: Packaging
- Packaging that is designated to be used several times shall remain the property of KBC. This packaging may not be used by the Other Party for any purpose other than for which it is designated.
- KBC shall determine if the packaging must be returned by the Other Party or that it shall collect the packaging itself and at whose expense it will be conducted.
- KBC is entitled to charge the Other Party a fee for this packaging. If the packaging is returned by the Other Party for free within the term agreed, KBC must take back this packaging and pay back the fee charged for this to the Other Party or deduct it from the fee that the Other Party has to pay for packaging on the following delivery. KBC shall at all times have the right to deduct a 10% handling fee from the amount to be paid back or settled.
- If the packaging is damaged, incomplete or has been destructed, the Other Party shall be liable for the damage and its entitlement to a repayment of the fee shall lapse.
- If the damage referred to in the previous paragraph is higher than the fee charged, KBC shall not have to take back the packaging. KBC shall then have the right to charge this to the Other Party at cost price, deducted by the fee paid by the Other Party.
- Packaging for single use does not have to be taken back by KBC and may be left at the Other Party’s. Possible costs for removal shall be at the expense of the Other Party.
Article 11: Complaints and returns
- The Other Party is obliged to check the delivered items immediately after receipt and to state any visible failures, defects, damages and/or deviations in numbers on the consignment note or on the accompanying note. In the absence of a consignment note or an accompanying note, the Other Party must report the failures, defects etc. within 2 working days after receipt of the items to KBC, followed by a written confirmation thereof. In the absence of such message, the items are deemed to have been received in good condition and to meet the agreement.
- Other complaints must be reported to KBC in writing immediately after discovery - but at the latest within the agreed guarantee period. The Other Party shall bear all risks of failing to report. If no explicit guarantee period has been agreed, the period of one year following delivery shall apply.
- If a complaint has not been lodged with KBC within the terms referred to in the previous paragraphs, it is not possible to make a claim under an agreed guarantee.
- Items ordered can be delivered in the (wholesale) packaging in stock at KBC’s and/or the minimum quantities or numbers. Small differences in view of specified measures, weights, numbers, colours etc., acceptable within the industry, are then not considered as failures on the part of KBC. In such event it is not possible to make a claim under the guarantee.
- Complaints shall not suspend the Other Party’s payment obligations.
- The previous paragraph does not apply to the consumer.
- The Other Party must give KBC the opportunity to investigate the complaint and must provide all information to KBC that is relevant for the complaint. If the items need to be returned for investigating the complaint, this will be at the expense of the Other Party unless the complaint appears well-founded. The transport risk will always be borne by the Other Party.
- In all cases, returning the items shall take place in a manner to be determined by KBC and in the original packaging or deposit packaging.
- No complaints can be lodged about items that have changed in nature and/or composition or that have been fully or partially treated or processed or built in or were built in.
- Your order can be delivered to a collection point. If the Other Party does not pick up the order at the collection point, the return costs will be for the account of the Other Party.
Article 12: Guarantees
- KBC shall ensure that the agreed deliveries are carried out correctly and according to the norms applying in the branch but shall never provide a more extensive guarantee in this regard than that expressly agreed between the parties.
- KBC shall be responsible during the guarantee period for the usual quality and reliability of the items delivered.
- If the manufacturer or supplier provides a warranty for the items delivered by KBC, this warranty shall apply in the same manner between the parties. KBC shall inform the Other Party in this regard.
- It is only possible to make a claim under the guarantee in writing on submission of the purchase receipt.
- The guarantee expires in the event of resale to purchasers outside the EU.
- No claim can be made under the guarantee until the Other Party has paid the price agreed for the items.
- The previous paragraph does not apply to the consumer.
- If the Other Party rightly makes a claim under the guarantee, KBC shall - at its own discretion - take care of the repair or replacement of the items free of charge, or to correctly carry out the agreed work later or refund or reduce the agreed price. If there is any additional damage, the provisions set out in the Liability Article of these General Terms and Conditions shall apply.
- Contrary to the previous paragraph, the Consumer may choose between the repair and replacement of the items, or to correctly carry out the agreed work later, unless this cannot reasonably be required from KBC. Whether this can reasonably be required from KBC is among others dependent on the condition and the state of the items, all at the discretion of KBC.
Article 13: Liability
- KBC shall accept no liability other than the guarantees explicitly agreed or given by KBC.
- Subject to the provisions of the previous paragraph of this article, KBC is only liable for direct damage. Any liability of KBC for consequential damage such as trading losses, loss of earnings and/or losses sustained, damage caused by delay and/or personal or bodily injury shall be expressly excluded.
- The Other Party must take all measures needed to prevent or limit the damage.
- If KBC is liable for the damage suffered by the Other Party, KBC’s liability for compensation shall at all times be restricted to the maximum amount paid by the insurer where appropriate. If the insurer does not pay or if the damage is not covered by the insurance taken out by KBC, KBC’s liability for compensation shall be limited to the invoice amount of the delivered items.
- The Other Party must sue KBC within 6 months at the latest after the damage it has suffered has become known to it or should have become known to it.
- Contrary to the previous paragraph, a period of 1 year applies to the Consumer.
- The Other Party is liable for damage due to defects to materials and/or parts that the Other Party makes available or prescribes.
- KBC shall never be liable for damage as a result of the work carried out or the deliveries made by or on behalf of the Other Party.
- KBC shall never be liable for the consequences of the possible presence of substances on or in the delivered items that are prohibited by law, which KBC was not aware of or could not have been aware of at the time of delivery.
- KBC is not liable and the Other Party cannot make a claim under the applicable guarantee, if the damage has arisen due to:
- improper use or use contrary to the purpose for which the items delivered were intended or use contrary to the directions, advice, operating instructions, etc. provided by or on behalf of KBC;
- by incompetent safekeeping (storage) or maintenance of the items;
- by errors or incompletenesses in the information provided to KBC by or on behalf of the Other Party.
- instructions or directions from or on behalf of the Other Party;
- the choice made by the Other Party in respect of the items to be delivered;
- repairs or other work or processing being carried out on the items delivered by or on behalf of the Other Party without express, prior, written approval from KBC.
- The Other Party is fully liable for all damage arising from this in all cases listed in the previous paragraph, and indemnifies KBC explicitly against any claims from third parties to compensate this damage.
- The limitations of the liability stated in this article shall not apply if the damage is due to intent and/or recklessness by KBC or its supervisory staff on a management level or if mandatory legal provisions oppose this. Only in these cases shall KBC indemnify the Other Party against any third party claims.
Article 14: Payment from other companies
- KBC is always entitled to require (partial) advance payment or any other security for payment by the Other Party.
- If parties have agreed payment on the basis of an invoice, payment must take place within an expiry period of 30 days after the invoice date in the currency used for invoicing. The invoice shall be considered correct if the Other Party has not contested it within this payment term.
- If an invoice is not fully paid after expiry of the term referred to in the previous paragraph or if it was not possible to pay the amount by direct debit, the Other Party is due to KBC a default interest of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month are computed as a full month.
- If the Other Party still fails to pay after receiving notice, KBC will furthermore have the right to charge the extrajudicial collection costs to the Other Party, amounting to 15% of the invoice sum, with a minimum of € 150.00.
- In the absence of full payment by the Other Party, KBC shall have the right to terminate the agreement without further notice of default by a written statement or to suspend its obligations under the agreement until the Other Party has made full payment or provided appropriate security. KBC shall also have the aforementioned right of suspension if it has legitimate grounds to doubt the Other Party’s creditworthiness even before the Other Party enters into default regarding payment.
- Payments made by the Other Party will first be deducted by KBC from all interest and costs due and then from the due and payable invoices that have been outstanding longest, unless the Other Party has stated in writing on payment that it concerns a later invoice.
- The Other Party may not deduct any claims of KBC from any reclamations that it has on KBC. The aforesaid also applies if the Other Party applies for a (temporary) suspension of payment or is declared bankrupt.
Article 15: Payment from Consumers
- KBC is always entitled to require (partial) advance payment or any other security for payment by the Consumer.
- If parties have agreed payment on the basis of an invoice, payment must take place within an expiry period of 30 days after the invoice date in the currency used for invoicing. The invoice shall be considered correct if the Consumer has not contested it within this payment term.
- If an invoice is not fully paid after expiry of the term referred to in the previous paragraph or if it was not possible to pay the amount by direct debit, the Consumer is due to KBC a default interest of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month are computed as a full month.
- If the Consumer still fails to pay after receiving notice, KBC will furthermore have the right to charge the extrajudicial collection costs to the Consumer. In doing so, KBC will give the Consumer at least 14 days to still make payment after having received the aforesaid notice.
- The extrajudicial collection costs referred to in the previous paragraph amount to:
- fifteen percent of the amount of the principal sum for the first € 2,500.00 of the demand (with a minimum of € 40.00);
- ten percent of the amount of the principal sum over the next € 2,500.00 of the demand;
- five percent of the amount of the principal sum over the next € 5,000.00 of the demand;
- one percent of the amount of the principal sum over the next € 190,000.00 of the demand;
- half a percent of the surplus of the principal sum.
- All this with an absolute maximum of € 6,775.00.
- For calculating the extrajudicial collection costs, KBC shall after one year be entitled to increase the principal sum of the demand by the cumulatively built up late payment interest in that year according to paragraph 3 of this article.
- In the absence of full payment by the Consumer, KBC shall have the right to terminate the agreement without further notice of default by a written statement or to suspend its obligations under the agreement until the Consumer has made full payment or provided appropriate security. KBC shall also have the aforementioned right of suspension if it has legitimate grounds to doubt the Consumers creditworthiness even before the Consumer enters into default regarding payment.
- Payments made by the Consumer will first be deducted by KBC from all interest and costs due and then from the due and payable invoices that have been outstanding longest, unless the Consumer has stated in writing on payment that it concerns a later invoice.
Article 16: Retention of title
- KBC shall retain title of all items delivered and to be delivered up until the point at which the other party has completely fulfilled all payment obligations towards KBC.
- The payment obligations referred to in the previous paragraph consist of payment of the purchase price of the items, increased by claims relating to work performed in connection with that delivery, as well as claims relating to any damage due to the Other Party’s attributable failure to meet its obligations, including payment of damages, extrajudicial collection costs, interest and possible penalties.
- If this refers to the delivery of identical, non-individualized items, the consignment of items relating to the oldest invoice shall be considered to have been sold first. Therefore, retention of title always remains with the items delivered that are still in stock, in the shop and/or form a part of the inventory and equipment of the Other Party on invoking retention of title.
- All items in which title is retained, may not be sold on by the Other Party in the framework of the ordinary business operations, unless it has also stipulated retention of title with its suppliers to the items delivered.
- As long as the title is retained in the items delivered, the Other Party may not pledge the items in any manner or bring items under the (actual) control of a financer by means of lists containing items pledged.
- The Other Party must notify KBC immediately if third parties pretend to have ownership or other rights to the items in which title is retained.
- The Other Party must safekeep the items carefully and as identifiable property of KBC for as long as title is retained in them.
- The Other Party has to take out a business interruption or home contents insurance to ensure that the items delivered which are subject to retention of title are included in the policy and the Other Party will allow KBC inspection on demand into the insurance policy and the accompanying proofs of premium payments.
- If the Other Party contravenes the provisions of this article or if KBC claims retention of title, KBC and its employees shall have the irrevocable right to enter the Other Party’s premises and take back the items subject to retention of title. This applies without prejudice to KBC's entitlement to compensation of damage, lost profit and interest and the right to terminate the agreement without any notice of default by a written statement.
Article 17: Right of retention
- KBC has the right to suspend the return of the items of the Other Party that it has in custody for repairs if and during the period that:
- the Other Party has not or not fully paid the costs of the work on the items;
- the Other Party has not or not fully paid the costs of the work previously carried out on the items by KBC;
- the Other Party has not or not fully paid other debts due and payable following the contractual relationship with KBC.
- KBC shall proceed to deliver as soon as the Other Party had paid its debts or after the Other Party has provided sufficient security for the fulfilment of these payment obligations.
- KBC is not liable for any damage - of whatever nature - arising from the right of retention it is exercising.
Article 18: Bankruptcy, loss of power to dispose of property, etc.
- KBC always has the right to terminate the agreement without any notice of default by a written statement to the Other Party, at the time when the Other Party:
- is declared bankrupt or files for bankruptcy;
- applies for (temporary) suspension of payment;
- is affected by enforceable seizure;
- is placed under guardianship or judicial supervision;
- otherwise loses the power to dispose of its property or loses legal capacity regarding all or part of its assets.
- The claims of KBC shall then be immediately due and payable.
- The Other Party must always notify the guardian or administrator of the (contents of the) agreement and these General Terms and Conditions.
Article 19: Force majeure
- In the event of force majeure on the part of the Other Party or KBC, KBC shall have the right to terminate the agreement by a written statement to the Other Party or to suspend the fulfilment of its obligations towards the Other Party for a reasonable term without being obliged to pay any compensation.
- Force majeure with respect to KBC in the context of these General Terms and Conditions shall include: a non-culpable shortcoming by KBC, a non-culpable shortcoming of third parties or suppliers engaged by KBC or other serious grounds on the part of KBC.
- Circumstances which are considered force majeure on the part of KBC include: war, revolt, mobilization, riots at home and abroad, government measures, strikes within the company of KBC and/or of the Other Party, or a threat of these and other circumstances, disruption of existing exchange rates at the time the agreement was concluded, operational failures due to fire, burglary, sabotage, power failure, internet or telephone failures or hacker activities as a result of which the website is not (fully) available, natural phenomena, (natural) disasters and suchlike, as well as transport problems and delivery problems arisen from weather conditions, roadblocks, accidents, and import and export hindering measures.
- If force majeure occurs when only part of the agreement has been executed, the Other Party shall in any case be obliged to fulfil its obligations towards KBC until that moment.
Article 20: Cancellation, suspension
- If the Other Party wishes to cancel the agreement prior to or during the execution thereof, it shall be due compensation to be further determined by KBC. This compensation shall comprise all costs already incurred by KBC and its damage suffered due to the cancellation, including lost profits. KBC is entitled to fix the aforesaid compensation and - at its discretion and dependent on the deliveries already made - to charge 20 to 100% of the agreed price to the Other Party.
- The Other Party is liable towards third parties for the consequences of the cancellation and indemnifies KBC against any claims from third parties arising from this.
- KBC is entitled to settle the amounts paid by the Other Party with the compensation due by the Other Party.
- Should the execution of the agreement be suspended at the request of the Other Party, all costs incurred at that time shall be immediately due and payable and KBC will have the right to charge these to the Other Party. Furthermore, KBC shall have the right to charge to the Other Party all costs incurred or to be incurred during the suspension period.
- If the execution of the agreement cannot be resumed after the agreed suspension period, KBC shall have the right to terminate the agreement by a written statement to the Other Party. If the execution of the agreement is resumed after the agreed suspension period, the Other Party must compensate any costs of KBC possibly arising from the resumption.
Article 21: Personal data
Article 22: Applicable law/jurisdiction
- The agreement entered into between KBC and the Other Party shall be governed exclusively by Dutch law.
- The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
- Any disputes shall be submitted to the competent court in the place where KBC is established, although KBC shall always retain the right to submit a dispute to the competent court in the place where the Other Party is established.
- The Consumer may at all times choose to submit the dispute to the legal competent court, unless he makes his choice known to KBC in time. The term “in time” shall mean: within one month of KBC informing the Consumer in writing if its intent to have the dispute adjudicated by the court in the district where it has its registered office.
- If the Other Party is established outside the Netherlands, KBC shall have the right to choose to submit the dispute to the competent court in the country or the state where the Other Party is established.