General terms and conditions
General terms and conditions Rouw& Email: info@kc-ToThePoint.com Website: www.kc-ToThePoint.com
1. Rouw&: kc-ToThePoint, established in Castricum under KvK no. 64398900.
2. Customer: the person with whom Rouw& has entered into an agreement.
3. Parties: Rouw& and customer together.
4. Consumer: a customer who is also an individual acting as a private person.
Article 1 – Applicability of general conditions
These conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Rouw&.
The parties may deviate from these conditions only if they have expressly agreed to do so in writing.
The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
Article 4 – Prices
All prices charged by Rouw& are in euros, include VAT and exclude any other costs such as administration fees, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise.
All prices charged by Rouw& for its services and products, on its website or otherwise made known, Rouw& may change at any time.
The parties agree on a total amount for a service by Rouw& as a guide price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
Rouw& is entitled to deviate up to 10% from the target price.
If the guide price exceeds 10%, Rouw& shall inform the customer in good time why a higher price is justified.
If the guide price exceeds 10%, the customer is entitled to cancel that part of the order which exceeds the guide price plus 10%.
Rouw& has the right to adjust the prices annually.
Prior to their entry into force, Rouw& will communicate price adjustments to the customer.
The consumer has the right to terminate the agreement with Rouw& if he does not agree with the price increase.
Article 6 – Payments and term of payment
Rouw& may require a deposit of up to 50% of the agreed amount when entering into the agreement.
The customer must make payments in arrears within 14 days of delivery.
Payment deadlines are regarded as deadlines. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he is legally in default and in breach of contract, without Rouw& having to send the customer a reminder or declare him in default.
Rouw& reserves the right to make a delivery conditional on immediate payment or to require security for the total amount of the services or products.
Article 7 – Payments and payment term
Article 8 – Consequences of late payment
If the customer fails to pay within the agreed period, Rouw& shall be entitled to charge statutory interest of 2% per month for non-commercial transactions and statutory interest of 8% per month for commercial transactions from the day the customer is in default, part of a month being counted as a whole month.
If the customer is in default, he will also owe extrajudicial collection costs and any damages to Rouw&.
The collection costs will be calculated according to the Decree on compensation for extrajudicial collection costs.
If the customer fails to pay on time, Rouw& may suspend its obligations until the customer has fulfilled his payment obligation.
In case of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Rouw&’s claims against the customer shall be immediately due and payable.
If the customer refuses to cooperate with the execution of the agreement by Rouw&, he will still be obliged to pay the agreed price to Rouw&.
Article 9 – Right of complaint
Once the customer is in default, Rouw& shall be entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
Rouw& shall invoke the right of complaint by written or electronic communication.
As soon as the customer is informed of the invoked right of complaint, the customer must immediately return to Rouw& the products to which this right relates, unless the parties agree otherwise.
The cost of retrieving or bringing back the products shall be borne by the customer.
Article 14 – Right of withdrawal
A consumer may dissolve an online purchase during a 14-day cooling-off period without giving reasons provided that:
– the product has not been used
– it is not a product that spoils quickly, such as food or flowers
– it is not a product that has been customised or adapted especially for the consumer
– it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.) the seal is still intact, if it concerns data carriers with digital content (DVDs, CDs, etc.)
– the product or service is not an accommodation, travel, restaurant, transport, catering service or leisure activity
– the product is not an individual magazine or newspaper
– it does not concern an (order for) emergency repair
– it does not concern betting and/or lotteries
– the consumer has not waived his right of withdrawal
– it does not concern a service which is carried out in full with the consent of the customer within the 14 calendar day withdrawal period and in respect of which the customer has expressly waived the right of withdrawal
The withdrawal period of 14 days as mentioned in paragraph 1 commences
on the day after the consumer has received the last product or part of 1 order as soon as the consumer has concluded the service delivery contract as soon as the consumer has confirmed that he is going to purchase digital content via the internet
The consumer can express his appeal to the right of withdrawal at info@kc-ToThePoint.com, if desired using the withdrawal form that can be downloaded from the website of Rouw&, www.kc-ToThePoint.com.
The consumer is obliged to return the product to Rouw& within 14 days after having expressed his right of withdrawal, failing which his right of withdrawal lapses.
Article 15 – Reimbursement of delivery costs
If the consumer has exercised his right of withdrawal in due time and, as a result, has returned the complete order to Rouw& in due time, Rouw& will refund any delivery costs paid by the consumer within 14 days of receiving the complete order returned in due time.
The cost of delivery shall be borne by Rouw& only to the extent that the full order is returned.
Article 16 – Reimbursement of return costs
If the consumer invokes his right of withdrawal and returns the entire order in time, the costs of returning the entire order shall be borne by the consumer, unless the consumer returns an entire order with a minimum value of € 500 (excluding shipping costs).
Article 18 – Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any commitment arising from this agreement.
Article 19 – Right of retention
Rouw& may invoke its right of retention and, in that case, hold products belonging to the customer until the customer has settled all outstanding bills against Rouw&, unless the customer has provided adequate security for those costs.
The lien shall also apply on the basis of previous agreements from which the customer still owes payments to Rouw&.
Rouw& shall never be liable for any damage the customer may suffer as a result of exercising his right of retention.
Article 20 – Set-off
Unless the customer is a consumer, the customer waives his right to set off a debt to Rouw& against a claim against Rouw&.
Article 21 – Retention of title
Rouw& remains the owner of all products delivered until the customer has fully discharged all his payment obligations to Rouw& under any agreement concluded with Rouw&, including claims for failure to perform.
Until such time, Rouw& may invoke its retention of title and repossess the items.
Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
If Rouw& invokes its retention of title, the agreement shall be deemed to be dissolved and Rouw& shall be entitled to claim damages, lost profits and interest.
Article 22 – Delivery
Delivery takes place while stocks last.
Delivery takes place at Rouw&, unless the parties have agreed otherwise.
Delivery of products ordered online takes place at the address indicated by the customer.
If the agreed amounts are not paid or not paid on time, Rouw& has the right to suspend its obligations until the agreed part is still paid.
Late payment shall constitute a creditor’s default, with the consequence that the customer cannot hold a late delivery against Rouw&.
Article 23 – Delivery time
The delivery times given by Rouw& are indicative and, if exceeded, shall not entitle the customer to rescission or damages, unless the parties have expressly agreed otherwise in writing.
The delivery period shall commence when the customer has fully completed the (electronic) ordering process and has received an (electronic) confirmation thereof from Rouw&.
Failure to meet the stated delivery time shall not entitle the customer to damages, nor shall it entitle the customer to rescind the contract, unless Rouw& is unable to deliver within 14 days of a written reminder to do so, or if the parties have agreed otherwise in this regard.
Article 24 – Actual delivery
The customer shall ensure that the actual delivery of the products ordered by him can take place in due time.
Article 25 – Transport costs
Transport costs shall be borne by the customer, unless the parties have agreed otherwise.
Article 26 – Packaging and shipment
If the packaging of a delivered product has been opened or damaged, the customer must, before accepting the product, have a note of this made by the carrier or delivery person, failing which Rouw& cannot be held liable for any damage.
If the customer transports the product himself, he must report any visible damage to the product or its packaging to Rouw& prior to transport, failing which Rouw& cannot be held liable for any damage.
Article 27 – Insurance
The customer undertakes to adequately insure and keep insured the following items against, inter alia, fire, explosion and water damage as well as theft: items delivered which are necessary for the execution of the underlying agreement items belonging to Rouw& which are on the customer’s premises items delivered under retention of title
The customer shall make the policies of these insurances available for inspection at Rouw&’s first request.
Article 29 – Retention
If the customer does not take delivery of ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
Any additional costs resulting from premature or delayed acceptance of products shall be borne entirely by the customer.
Article 31 – Guarantee
When the parties have entered into an agreement with a service character, it contains for Rouw& only an obligation of effort and therefore no obligation of result.
The warranty relating to products applies only to defects caused by faulty manufacture, construction or material.
The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the moment they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer.
Article 33 – Execution of the agreement
Rouw& shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Rouw& shall be entitled to have the agreed services (partially) performed by third parties.
The execution of the agreement shall take place in mutual consultation and after written agreement and payment of the
any agreed advance payment by the customer.
It is the customer’s responsibility to ensure that Rouw& can start the execution of the agreement in a timely manner.
If the customer has not ensured that Rouw& can start the execution of the agreement in time, the resulting extra costs and/or extra hours shall be borne by the customer.
Article 34 – Provision of information by the customer
1. The customer shall make all information, data and documents relevant for the correct execution of the agreement available to Rouw& in due time and in the desired form and manner.
2. The customer guarantees the accuracy, completeness and reliability of the information made available,
The customer shall guarantee the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the contract dictates otherwise.
If and to the extent requested by the customer, Rouw& will return the documents concerned.
If the customer fails to make available the information, data or documents reasonably required by Rouw&, or fails to do so on time or properly, and the performance of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the customer.
Article 39 – Intellectual property
Rouw& retains all intellectual property rights (including copyright, patent right, trademark right, drawings and models right, etc.) to all designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
The customer may not copy, show and/or make available to third parties or otherwise use the said intellectual property rights without Rouw&’s prior written consent.
Article 40 – Confidentiality
The customer shall keep secret any information (in whatever form) received from Rouw&.
The same applies to any other information concerning Rouw& of which the customer knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could harm Rouw&.
The customer shall take all necessary measures to ensure that he also keeps the information mentioned in paragraphs 1 and 2 confidential.
The duty of confidentiality described in this article does not apply to information
which was already public before the customer learnt this information or which subsequently became public without being the result of a breach of the customer’s duty of confidentiality disclosed by the customer pursuant to a legal obligation
The confidentiality obligation defined in this article shall apply for the duration of the underlying agreement and for a period of 3 years after its expiry.
Article 41 – Penalty clause
If the other party violates the article of these general terms and conditions on confidentiality or intellectual property, he forfeits for each violation in favour of trade name an immediately payable fine.
if the other party is a consumer, this fine amounts to € 1,000
if the other party is a legal entity, this fine amounts to € 5,000.
In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues.
No prior notice of default or court proceedings are required to forfeit this penalty. Nor does it require any form of damage.
Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Rouw& including its right to claim damages in addition to the fine.
Article 42 – Indemnity
The customer shall indemnify Rouw& against all third-party claims related to the products and/or services provided by Rouw&.
Article 43 – Complaints
The customer shall examine a product delivered or service rendered by Rouw& as soon as possible for any shortcomings.
If a product delivered or service rendered does not meet what the customer could reasonably expect from the agreement, the customer must inform Rouw& as soon as possible, but in any case within 1 month of discovering the shortcomings.
Consumers must notify Rouw& no later than 2 months after the discovery of the shortcomings.
The customer shall provide as detailed a description as possible of the shortcoming, so that Rouw& is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to work in progress, this cannot in any case result in Rouw& being obliged to perform work other than that agreed upon.
Article 44 – Notice of default
1. The customer shall give notice of default in writing to Rouw&.
2. It shall be the responsibility of the client to ensure that a notice of default actually reaches Rouw& (on time).
Article 45 – Joint and several liability of the customer
If Rouw& enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts they owe Rouw& under that agreement.
Article 46 – Liability Rouw&
Rouw& shall be liable for any damage suffered by the customer only if and to the extent that such damage was caused by intent or deliberate recklessness.
If Rouw& is liable for any damage, it shall only be liable for direct damage arising from or related to the performance of an agreement.
Rouw& shall never be liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.
If Rouw& is liable, such liability shall be limited to the amount paid out by any (professional) liability insurance taken out, and in the absence of (full) payment by an insurance company of the amount of damages, liability shall be limited to the (part of the) invoice amount to which the liability relates.
All illustrations, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and only apply approximately and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Article 47 – Expiry period
Any right of the customer to compensation from Rouw& shall in any case lapse 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Civil Code.
Article 48 – Right of dissolution
The customer has the right to dissolve the agreement if Rouw& imputably fails to fulfil its obligations, unless this failure, given its special nature or minor importance, does not justify dissolution.
If the fulfilment of the obligations by Rouw& is not permanently or temporarily impossible, dissolution can only take place after Rouw& is in default.
Rouw& shall be entitled to dissolve the agreement with the customer if the customer fails to perform his obligations under the agreement in full or in time, or if Rouw& becomes aware of circumstances that give it good reason to fear that the customer will not be able to perform his obligations properly.
Article 49 – Force majeure
In addition to the provisions of Article 6:75 of the Civil Code, a failure by Rouw& to fulfil any obligation towards the customer cannot be attributed to Rouw& in a situation independent of Rouw&’s will, as a result of which the fulfilment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfilment of its obligations cannot reasonably be required of Rouw&.
The force majeure situations mentioned in paragraph 1 also include – but are not limited to – the following: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
If a force majeure situation arises that prevents Rouw& from fulfilling 1 or more obligations to the customer, those obligations will be suspended until Rouw& can fulfil them again.
From the moment a force majeure situation has lasted for at least 30 calendar days, either party may dissolve all or part of the agreement in writing.
In a force majeure situation, Rouw& shall not owe any compensation or damages, even if it enjoys any advantage as a result of the force majeure situation.
Article 50 – Modification of the agreement
If, after the conclusion of the agreement for its execution, it appears necessary to amend or supplement its content, the parties shall amend the agreement accordingly in good time and in mutual consultation.
The previous paragraph does not apply to products purchased in a physical shop.
Article 51 – Amendment of general conditions
Rouw& is entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be made at any time.
Major substantive amendments will be discussed by Rouw& with the customer in advance as far as possible.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general conditions.
Article 52 – Transfer of rights
Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of Rouw&.
This provision counts as a clause with property law effect as referred to in article 3:83, second paragraph, Civil Code.
Article 53 – Consequences of nullity or voidability
Should one or more provisions of these general conditions prove to be void or voidable, this shall not affect the other provisions of these conditions.
A provision that is null and void or voidable shall in that case be replaced by a provision that comes closest to what Rouw& had in mind when drafting the conditions on that point.
Article 54 – Applicable law and competent court
Any agreement between the parties shall be governed exclusively by Dutch law.
The Dutch court in the district where Rouw& is established / practices / has offices is exclusively competent to take cognisance of any disputes between the parties, unless the law imperatively requires otherwise.
Retrieved 01 April 2023.