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Terms & Conditions

KLCK. – General Terms and Conditions

Version: 2.1

Drafted on the 5th of June 2018.
Amended on the 8th of April 2019.

General Terms and Conditions of KLCK. , established at Blokhoeve 5, 3438 LC in Nieuwegein., the Netherlands.

Article 1 Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions: The General Terms and Conditions as stated below.

KLCK. : KLCK., Blokhoeve 5, 3438 LC in Nieuwegein., the Netherlands

Assignment: The contract of instruction to provide services.

Client: The one who has accepted the validity of these General Terms and Conditions and has purchased the product and/or had given instructions for the provision of the Service. The Client includes both consumers as companies.

Contract: Any contract entered into between KLCK. and the Client.

Distance sales: Every contract concluded between the Client and KLCK. , where under an organised distance sales, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded, such as a website, telephone or other means of distance communication.

Distance service- provision scheme: Every contract concluded between the Client and KLCK. , where under an organised distance service-provision scheme, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded, such as a website, telephone or other means of distance communication.

Honorarium: The financial reimbursement that is agreed with the Client for the performance of the assignment.

Products: All items that are the subject of the Contract entered into between KLCK. and the Client.

Service: All work, of whatever form, that KLCK. has carried out for, or for the benefit of, the Client.

Article 2 Scope

  1. These General Terms and Conditions apply to every quotation and Contract entered into between KLCK. and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing.
  2. These General Terms and Conditions are also applicable to contracts with KLCK. for the implementation of which third parties must be involved.
  3. The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.
  4. If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, KLCK. and the Client will consult with each other to agree new provisions to replace the void or voided ones.
  5. Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with KLCK. in writing.
  6. If KLCK. does not follow the strict compliance of these General Terms and Conditions, this will not imply that the provisions of the General Terms and Conditions are not valid, or that KLCK. to any degree would lose the right in other cases to demand the strict compliance of these General Terms and Conditions.

Article 3 Offers and/or quotations

  1. Offers and/or quotations should preferably be made in writing and/or in electronic form, unless pressing circumstances make this impossible.
  2. Offers and/or quotations are valid for a period mentioned. Quotations lapse after this period has expired.
  3. The offer and/or quotation is valid while stocks last.
  4. KLCK. cannot be held to its offer and/or quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the offer and/or quotation or an element thereof contains a manifest fault or clerical error.
  5. If the acceptance departs from the offer and/or quotation included in the offer and/or quotation, whether or not on points of minor importance, then KLCK. is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless KLCK. indicates otherwise.
  6. A composite offer and/or quotation does not oblige KLCK. to perform an element of the Assignment for a corresponding part of the stated price.
  7. Offers and/or quotations do not automatically apply to future orders or reorders.

Article 4 Formation of the contract

  1. The Contract comes into being through the timely acceptance by the Client of KLCK.’s offer and/or quotation.

Article 5 Duration of the contract

  1. The Contract will be concluded for an indefinite period unless the nature of the Contract states otherwise or if parties have agreed otherwise explicitly and in writing.

Article 6 Amendments to the contract

  1. If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then KLCK. will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.
  2. If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. KLCK. will inform the Client of this as soon as possible.
  3. If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then KLCK. will inform the Client of this in advance.
  4. If a fixed Honorarium, price and/or fee is agreed, then KLCK. will indicate the extent to which the amendment or supplementation of the Contract will influence the price. In this event KLCK. will attempt, as far as possible, to issue a quotation in advance.
  5. KLKC. may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to KLCK..
  6. Amendments to the Contract originally entered into between the Client and KLCK. are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

Article 7 Implementation of the contract

  1. KLCK. will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
  2. KLCK. is entitled to arrange for certain work to be carried out by third parties. The applicability of articles 7:404, 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.
  3. KLCK. is entitled to implement the Contract in phases.
  4. If the Contract is implemented in phases, KLCK. is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, KLCK. is not obliged to implement the following phase, and is entitled to suspend the contract.
  5. If the Contract is implemented in phases, KLCK. is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.
  6. The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for the implementation of the Contract, to KLCK. in a timely manner.
  7. If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then KLCK. is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.
  8. KLCK. has the right to 70% of the offer costs at the time the delivery is suspended or cancelled by the client.

Article 8 Prices and fees

  1. The prices and fees are expressed in euros and regarding the Client in the capacity of Consumer inclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.
  2. The prices and fees are exclusive of travel, accommodation, packaging, delivery, transportation costs and administration costs unless indicated otherwise.
  3. For shipments abroad, extra fee will be charged.
  4. KLCK. will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.

Article 9 Amendment of honorarium, prices and fees

  1. If KLCK. agrees a fixed Honorarium, price and/or fee when the Contract is entered into, then KLCK. is entitled to increase this Honorarium, price or fee, also when the Honorarium, price or fee is not originally specified provisionally.
  2. If KLCK. has the intention of amending the Honorarium, price and/or fee, it will inform the Client of this as soon as possible.
  3. If the increase of the Honorarium, price or fee takes place within three months of the Contract is entered into, the Client can terminate the Contract by means of a written statement, unless:
  • the increase arises from the right of KLCK. or an obligation resting upon KLCK. in accordance with the law;
  • the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;
  • KLCK. is still prepared to implement the Contract on the basis of that which was originally agreed;
  • it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.

4. If the increase of the Honorarium, the price or the rate takes place within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:

  • the increase results from a license or one on KLCK. resting obligation under the law;
  • KLCK. is still willing to execute the Agreement on the basis of the agreement originally agreed;
  • it has been stipulated that the execution will be carried out for more than three months after the conclusion of the Agreement.

5. The Other Party is entitled to dissolution of the Agreement if the Honorarium, price or rate is increased more than three months after the conclusion of the Agreement, unless it is stipulated by the Agreement that the execution will be performed longer than three months after the conclusion of the Agreement.

6. KLCK. shall notify the Other Party in the event of the intention to increase the Fee, the price or the rate. KLCK. will state the extent of and the date on which the increase will take effect.

Article 10 Distance service-provision scheme and/or sales

  1. This provision only applies to the Client in the capacity as Consumer.
  2. In the event of distance sales delivery has to take place within thirty days.
  3. In the event of distance sales and/or distance service-provision scheme KLCK. has the right to oblige the Client to pay at most 50% of the Honorarium in advance.
  4. In the event of distance service-provision scheme, the Client has the right to withdraw the contract during a period of fourteen days after concluded the contract, without giving any reason.
  5. In the event of distance sales, the Client has the right to withdraw the contract during a period of fourteen days after receiving the goods, without giving any reason.
  6. If KLCK. did not provide the required information regarding the right of withdrawal or did not issue the information in the correct form, the Client has the right to terminate the Contract, without giving any reason, during a period of three months after the Client received the Products of KLCK..
  7. If KLCK. does not provide the Client with the above-mentioned information during the three months, the withdrawal period shall expire fourteen days after the day upon which the Client receives that information.
  8. The Client can withdraw the contract by using the model form of KLCK. or in another manner chosen by the Client.
  9. The right to withdrawal lapses at the moment the Service is completely performed. In addition, the right to withdrawal lapses if started with the performance of the Service with the prior express consent of the Client and if the Client acknowledges that he will lose his right of withdrawal once the contract has been fully performed by the KLCK..
  10. If the Client sends the goods back, the Client has to return the goods in a proper packaging with all accessories and in original condition. The shipping costs will be at risk and for the account of the Client.
  11. If the Client used his right to withdrawal the Contract, the Client is obliged to return the goods within fourteen days, because the Client informed KLCK. to withdrawal the Contract.
  12. If the Client used his right to withdrawal the Contract, will reimburse all payments, including the shipping costs, within fourteen days after the dissolution of the Contract.
  13. If the goods are not available, KLCK. will inform the Client of this as soon as possible and KLCK. will reimburse the payment within fourteen days. If KLCK. and the Client agrees that a good of similar quality and price may be delivered, the shipping costs will be for the account for the Client. The foregoing is only applicable if the Client uses his right to terminate the Contract during the withdrawal period.
  14. The provisions of this article shall not apply if the Contract regards to
  • real estate;
  • travel contracts;
  • services regarding accommodation, transport, hotel or catering;
  • products and/or services for which the price is dependent on fluctuations in the financial market which cannot be controlled by the and which may occur within the withdrawal period;
  • sealed goods for which were unsealed by the Client;
  • services which are performed on a specific date or during a specific period;
  • services for which the price is dependent on fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period;
  • services which are performed within the cooling-off period with the consent of the Client;
  • products which are delivered within the cooling-off period with the consent of the Client;
  • products that cannot be returned because of their nature;
  • services that are specially performed;
  • products specifically made for the Client;
  • products and/or services that rapidly can be decay or can become outdated;

Article 11 Delivery

  1. Delivery regarding the client in the capacity as a Consumer takes place by giving the Client control over the goods. After the delivery the goods are at risk of the Client.
  2. Delivery regarding the client in the capacity as a company takes place by making the goods these are made available to the Client. After the delivery the good are at risk of the Client.
  3. Delivery takes place at the address given by the client unless otherwise agreed.
  4. The Client is obliged to accept the purchased goods at the moment when they were handed over to him unless this will entail serious objections or unreasonable costs.
  5. If the Client refuses to accept the goods at the place of delivery or the Client is negligent in providing data or instructions, which are necessary for the delivery, the goods which were intended for the delivery will be stored at the risk and expense of the Client, after KLCK. inform the Client of this.
  6. If the Client refuses to accept the goods at the place of delivery or the Client is negligent in providing data or instructions, which are necessary for the delivery, the goods which were intended for the delivery will be stored at the risk and expense of the Client. In this case the Client shall bear any additional costs.

Article 12 Delivery periods

  1. The delivery will take place within a period stated by KLCK..
  2. If a period is agreed or stated for the delivery of the product, then this period is only indicative and is not to be regarded as a strict deadline.
  3. If KLCK. needs information or instructions from the Client that are necessary for the delivery, then the delivery period will commence after the Client has provided these to KLCK..
  4. If a delivery period is exceeded, the Client must issue KLCK. written notice of default, whereby KLCK. will be offered a reasonable period to deliver the good. What is deemed as a reasonable period will be established by KLCK. and the Client in writing for each good independently.
  5. A notice of default is not necessary if the delivery has become permanently impossible, or it otherwise becomes apparent that KLCK. will not meet its obligations arising from the Contract. If KLCK. does not deliver within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.

Article 13 Implementation periods

  1. The work will be carried out within a period stated by KLCK..
  2. If a period is agreed or stated for the performance of particular work, then this period is only indicative and is not to be regarded as a strict deadline.
  3. If KLCK. needs information or instructions from the Client that are necessary for the implementation of the Contract, then the implementation period will commence after the Client has provided these to KLCK..
  4. If an implementation period is exceeded, the Client must issue KLCK. with a written notice of default, whereby KLCK. will be offered a reasonable period to nonetheless implement the Contract. What is deemed as a reasonable period will be established by KLCK. and the Client in writing for each Contract independently.
  5. A notice of default is not necessary if the implementation has become permanently impossible, or it otherwise becomes apparent that KLCK. will not meet its obligations arising from the Contract. If KLCK. does not commence implementation within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.

Article 14 Passing of Risk

  1. This provision only applies to the Client in the capacity as Consumer.
  2. Until the moment the goods are brought under the Client’s control, the goods subject to the Agreement will be for the account and at the risk of KLCK..
  3. The items that are the subject of the Agreement until the moment of making the goods available to the Client are at the expense and risk of KLCK..
  4. The risk of loss, damage or decrease in value of the goods that are subject to the Contract passes on to the Client in the capacity as a Consumer at the moment the goods are brought under the control of the Client in the capacity as a Consumer or a third party appointed by the Client.

Article 15 Payment

  1. Payment will take place by means of transfer to a bank account specified by KLCK. , unless agreed otherwise. Transfer will take place by means of an invoice.
  2. Payment can be made both in advance and afterwards.
  3. Payment afterwards must be made within 30 days of the invoice date, in a manner to be specified by KLCK. and in the currency in which the invoice is issued, unless agreed otherwise.
  4. The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.
  5. KLCK. is entitled to invoice the Client for work carried out in the period in question. Invoicing will take place every month.
  6. KLCK. and the Client may agree that payment be made in instalments in proportion with the progress of the work. If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.
  7. Objections to the level of the invoice do not have the effect of suspending the payment obligations.
  8. After the expiry of a period of 30 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher.
  9. In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to KLCK. and the obligations of the Client towards KLCK. are immediately claimable.

Article 16 Collection costs

  1. If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client.
  2. With regard to the extrajudicial (collection) charges, KLCK. is entitled, in so far as the Client act in the capacity as a Company, in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree, to a payment of 15% of the total outstanding principal sum, with a minimum of € 90,- for every invoice that is wholly or partly unpaid.
  3. With regard to the extrajudicial (collection) charges, KLCK. is entitled, in so far as the Client act in the capacity as a Consumer, to a payment of the maximum sum that is determine in the Payment of Extrajudicial Collection Charges Decree.
  4. In so far as the Client act in the capacity as a Consumer, KLCK. is only entitled to reimbursement of extrajudicial collection charges after KLCK. sent the client a reminder to pay the invoice. The reminder may be sent by KLCK. at any time and provides the Client with an additional 14 days after the reminder date to fulfill the payment of the invoice.
  5. Any reasonable legal costs and execution costs incurred are also payable by the Client.

Article 17 Retention of title

  1. All items supplied by KLCK. within the framework of the Contract remain the property of KLCK. unless otherwise agreed upon in writing, and the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract.
  2. Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of contract.
  3. For as long as the ownership of the supplied items has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.

Article 18 Suspension

  1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then KLCK. is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.
  2. Moreover, KLCK. is entitled to suspend the fulfilment of the obligations if:
  • after the Contract is entered into, KLCK. becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
  • the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
  • circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of KLCK. .
  1. KLCK. reserves the right to claim compensation.

Article 19 Termination

  1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then KLCK. is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.
  2. Moreover, KLCK. is entitled to terminate the Contract with immediate effect if:
  • after the Contract is entered into, KLCK. becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
  • the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
  • due to a delay on the part of the Client, KLCK. can no longer be required to fulfil the Contract under the originally agreed conditions;
  • circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of KLCK. ;
  • the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;
  • the Client is placed under conservatorship;
  • the Client deceases.
  1. Termination will take place by means of a written declaration, without judicial intervention.
  2. If the Contract is terminated, the Client’s debts to KLCK. become immediately due and payable.
  3. If KLCK. terminates the Contract on the above-mentioned grounds, KLCK. is not liable for any costs or compensation.
  4. If the termination is attributable to the Client, the Client is liable for the damage suffered by KLCK.

Article 20 Force majeure

  1. Breaches may not be attributed to KLCK. or the Client if they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.
  2. In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which KLCK. can exercise no influence and through which KLCK. is not able to fulfil its obligations.
  3. Circumstances regarded as resulting in force majeure including but not limited to lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by KLCK. cannot be reasonably sought by the Client.
  4. KLCK. is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after KLCK. should have fulfilled its obligations.
  5. In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.
  6. During the period that the force majeure continues, both KLCK. and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.
  7. If the situation of force majeure is of a temporary nature, KLCK. reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.
  8. If at the time of the occurrence of force majeure KLCK. has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then KLCK. is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

Article 21 Guarantees

  1. KLCK. accordingly guarantees that the delivered goods will conform to the Contract. KLCK. also guarantees that the delivered goods meet the usual requirements and standards that can be reasonably met and that the goods have the qualities, all circumstances taking into account, that are required for normal use.
  2. KLCK. accordingly guarantees that the work carried out by it will conform to the Contract and will be properly carried out with good workmanship and using proper materials.
  3. The guarantee stated in these General Terms and Conditions applies to usage within and outside Europe.
  4. Regarding Products, the guarantee is valid for a period of 1 year from the moment of the delivery, unless the nature of the Product states otherwise or the parties agreed otherwise. After the period of the guarantee expiry all costs for repair or replacement, including administration, shipping and travel costs, will be charged to the Client.
  5. Regarding Services, the guarantee is valid for a period of 1 year, unless the nature of the Service states otherwise or the parties agreed otherwise. After the period of the guarantee expiry all costs for repair or replacement, including administration, shipping and travel costs, will be charged to the Client.
  6. If the delivered Product has been produced by a third party, the third party will provide the guarantee, unless indicated otherwise.
  7. If the delivered Product does not conform with the guarantee, KLCK. will, after notification of this, replace or repair the Product free of charge within a reasonable period.
  8. When the guarantee period has expired, all costs of repair or replacement, including administrative, shipping and call-out charges, will be borne by the Client.
  9. No form of guarantee covers damage caused by incompetent use or lack of care, or as a result of alterations made by the Client or by third parties, nor does KLCK. provide any guarantee for damage arising as a result of these defects.
  10. The guarantee also becomes inoperative if the defect has arisen through, or is a result of circumstances beyond the control of KLCK.. These circumstances may include but are not limited to weather conditions.

Article 22 Examination and claims

  1. The Client in the capacity of a Consumer is obliged to examine the delivered goods at the time of delivery, but in any case within 60 days after the delivery. The Client must examine whether the quality and quantity of the Service comply with what the parties agreed, at least meet the requirements that are common in trade.
  2. The Client in the capacity of a Company is obliged to examine the Service at the moment of performance, but in any case within 14 days after the performance of the Service. The Client must examine whether the quality and quantity of the Service comply with what the parties agreed, at least meet the requirements that are common in trade.
  3. Visible defects and shortcomings have to be reported within 60 days after the delivery in writing to. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous. This applies for the Client in the capacity of a Consumer.
  4. Visible defects and shortcomings have to be reported within 14 days after the performance of the Service in writing to KLCK.. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous. This applies to the Client in the capacity of a Company.
  5. Non-visible defects and shortcomings have to be reported within three working days after its discovery to KLCK. .The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.
  6. The right to (partial) restitution of the price, repair or replacement of the Product or compensation lapses, if the defects will not be reported within the prescribed period, unless the nature of the Product states otherwise or from circumstances of the case a broader period arises.
  7. Any shipping costs incurred for returning the defective Product KLCK. will reimburse if the Client requested KLCK. in writing to return the defective Product. Other costs than shipping costs will ever be reimbursed by KLCK. , unless agreed in writing. The shipping costs will never be reimbursed when the Client didn’t ask KLCK. in writing to send.
  8. The payment obligation will not be suspended if the Client reports the defect to KLCK. within the prescribed period.
  9. If the Client complaints in time, the Client will stay obliged to purchase and pay for the purchased goods, unless these goods have no independent value.

Article 23 Liability

  1. The implementation of the Contract is entirely at the risk and responsibility of the Client. KLCK. is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of KLCK. .
  2. Direct damage must only be understood as:
  • material damage to the property of the Client;
  • reasonable costs incurred by the Client to determine the liability and (the extent of the direct) damage;
  • reasonable costs, which the Client has reasonably incurred, and could reasonably have made, for the purpose of preventing or limiting the damage, insofar as the Other Party demonstrates that these costs have led to a limitation of the direct damage;
  • reasonable costs incurred by the Client reasonably in order to obtain satisfaction out of court, as referred to in Section 6:96 (2) (c) of the Dutch Civil Code.
  1. The liability of KLCK. is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client. In the case of consumer purchase, this limitation does not extend further than is permitted pursuant to article 7:24, paragraph 2 of the Dutch Civil Code.
  2. KLCK. is not liable for damage, of whatever nature, resulting from KLCK. basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to KLCK..
  3. If KLCK. is liable for any damage, then the liability of KLCK. is limited to an amount equal to the amount stated in the invoice, or to the amount to which the insurance taken out by KLCK. gives entitlement, with the deduction of the policy excess borne by KLCK. under the terms of the insurance.
  4. The Client must report the damage for which KLCK. can be held liable to KLCK. as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.
  5. Any liability claim against KLCK. lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Article 24 Indemnity

  1. The Client indemnifies KLCK. against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.
  2. If KLCK. may be sued for this reason, then the Client is bound to provide KLCK. with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of KLCK. and third parties will be at the expense and risk of the Client.

Article 25 Limitation period

  1. For all claims against KLCK. and the by KLCK. (possibly) engaged third parties, in derogation from the statutory limitation periods, a limitation period of one year applies.
  2. The foregoing does not apply to claims that are based on the non-compliance of the delivered item with the Agreement. In this case the claims will expire after two years after the Counterparty KLCK. informed about the lack of the delivered item.

Article 26 Intellectual property

  1. KLCK. reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations.
  2. KLCK. reserves the right to use any knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties.

Article 27 Confidentiality

  1. Both KLCK. and the Client are obliged to observe confidentiality during the term and after termination of the Agreement about all facts and particulars concerning the company of which he or she knows or can reasonably suspect that these are confidential. This confidentiality obligation also includes all details of the employees, clients and other relations that have been taken into account by virtue of the Assignment.

Article 28 Privacy and cookies

  1. KLCK. will store the details and information that the Client provides to KLCK. carefully and confidentially.
  2. KLCK. acts in accordance with the GDPR which is effective from May 25, 2018. KLCK. will keep a register of processing activities on the basis of the GDPR.
  3. The Client maintains the right to view, correct or delete the personal data that KLCK. holds in safekeeping.
  4. Upon visiting the website, KLCK. may retrieve information of the Clients use on the webpage through the use of cookies. 
  5. The information that KLCK. collects through cookies may be used for analytical, and other specific purposes.
  6. KLCK. may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint.
  7. KLCK. is not permitted to lend out, hire out or sell, or make public in any way, confidential information of the Client or information that may inflict harm to the Client.
  8. KLCK. may only use the Client’s personal data for necessary specific purposes.
  9. KLCK will not keep personal data longer than necessary.
  10. The Client is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.
  11. The Client agrees that KLCK. may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

Article 29 Newsletter

  1. The Client can sign up for the newsletter.
  2. The newsletter will keep the Client informed of the latest new and the most recent developments.
  3. The Client will receive the newsletter by e-mail.
  4. The Client can opt out in writing or through a hyperlink of the newsletter at any time. In this case the Client will receive no more messages.

Article 30 Interpretation, translation

  1. As well as the original Dutch version of these General Terms and Conditions, there is another version of the General Terms and Conditions translated into English.
  2. The Dutch version of the General Terms and Conditions of KLCK. is the authentic version. In the event of a difference in meaning or interpretation between the two versions, the Dutch version of the General Terms and Conditions will prevail.

Article 31 Amendment of the general terms and conditions

  1. KLCK. is entitled to amend the general terms and conditions unilaterally.
  2. Amendments will also apply to contracts that are already concluded.
  3. KLCK. will inform the Client by e-mail about the amendments.
  4. The amendments to the general terms and conditions will be in force thirty days after the Client is informed of the amendments.
  5. If the Client does not agree with the announced amendments, the Client is entitled to terminate the Contract immediately.

Article 32 Applicable law, disputes

  1. Dutch law is exclusively applicable to all legal relationships to which KLCK. is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business or residency outside of the Netherlands.
  2. The applicability of the Vienna Sales Convention (CISG) is excluded.