Article 1. Kontent Structures B.V. and Handelsonderneming Regtvoort B.V.
Kontent Structures B.V. (Chamber of Commerce Registration Number 63212021) and Handelsonderneming Regtvoort B.V. (Chamber of Commerce Registration Number 29048435) (hereinafter jointly referred to as ‘Kontent’) are private companied with limited liability having their registered offices in Bodegraven and Alphen aan den Rijn – both in the Netherlands – respectively. Both companies are also hereinafter referred to jointly as ‘Kontent’.
Article 2. Scope of application and amendments
All agreements between Kontent and any of its contracting parties (hereinafter a ‘Contracting Party’) shall only be governed by Kontent’s general terms and conditions. Kontent reserves the right to amend these general terms and conditions. Such amended general terms and conditions shall then also apply in relation to existing agreements.
Article 3. Quotations and offers
Any quotation or other offer presented by Kontent shall be entirely free of obligation, conditional on the absence of errors and subject to any changes (of price or otherwise), amongst other things.
Article 4. Price adjustments, payment and default
Kontent can and may adjust its prices at any time. An invoice must be paid within thirty (30) days after the relevant invoice date. All payments must be effected in the manner which Kontent stipulates in the absence of any deduction or setoff. In the absence of timely payment, a Contracting Party shall be in default by operation of the law and, in addition to any legally stipulated commercial or other interest, shall also be liable for an administration fee of EUR 50.00. In the event that Kontent proceeds with the collection of any amount payable, the relevant Contracting Party shall be liable for any debt collection or other costs that are actually incurred subject to a minimum of EUR 250.00.
Article 5. Cancellation
In the event of cancellation on the part of a Contracting Party, a cancellation fee of twenty-five percent (25%) of the relevant order price shall at any rate be charged subject to Kontent’s entitlement to full compensation, including loss of earnings. Whatever the case, in the event of cancellation any items which Kontent has already procured – be they processed, treated or not – must be taken and, should they not be, the relevant Contracting Party shall have a duty to pay Kontent any costs incurred as a result immediately. As it happens, cancellation must always occur in writing and must be confirmed by Kontent.
Article 6. Delivery times
A delivery time which Kontent has stipulated and agreed to shall always be merely indicative. Any change in a delivery time of which Kontent has given notice shall not confer on the relevant Contracting Party entitlement to cancellation and/or compensation. An item shall be deemed to have been delivered when it is ready to be dispatched by or on behalf of Kontent.
Article 7. The passing of risks and ownership, and insurance
Where an item is delivered (in accordance with Article 6), any risks shall pass to the relevant Contracting Party in respect of any direct or indirect harm occasioned in relation to that item. Kontent shall retain ownership of any item which it supplies until the relevant Contracting Party has complied with all of their obligations (including interest and costs) pursuant to all of the agreements that the parties have concluded with each other. A rental agreement shall not be extended by virtue of a failure to ensure a timely return, although the relevant Contracting Party shall continue to bear all of the associated risks. Unless explicitly otherwise agreed, a Contracting Party shall be required to arrange appropriate insurance. Apart from the relevant item (whether hired or otherwise), any risks associated with a third-party claim (material or immaterial) must also be insured.
Article 8. Warranties
Any warranty applicable in respect of an item supplied by Kontent shall be confined to that provided by the manufacturer. A Contracting Party may not successfully invoke a warranty in respect of harm due to improper, careless or incompetent use and/or use for any purposes other than normal business. In the event that a Contracting Party proceeds with the assembly, disassembly, repair or any other work in relation to an item, or arranges for this to be done without Kontent’s written approval, no claim shall be successful pursuant to a warranty. In the event that a Contracting Party fails to ensure proper or timely compliance with any obligation that they may have pursuant to an agreement concluded with Kontent or a related agreement, whatever the case, Kontent shall not be bound by a warranty (howsoever it may be called) pursuant to any such agreement.
Article 9. Claims and return method
Any claim in respect of a defect must be made in writing as soon as possible after it is discovered but by no later than one (1) month before the end of the relevant warranty and, in the event of a failure to do so, any claim against Kontent in respect of such defect shall lapse. A legal claim must be filed within one (1) year after such timely claim has been made on pain of ceasing to apply. Any return consignment must be packed, secured and transported properly in an environmentally friendly manner and in such a way that it reaches Kontent in good condition.
Article 10. Limitation of liability
Kontent’s contractual or non-contractual liability for any loss which occurs pursuant or in relation to any failure to execute an agreement shall be confined to the sum which is paid out pursuant to Kontent’s liability insurance in the relevant case. In the event that no cover is provided and/or no payout occurs in that respect for any reason whatsoever, any duty to provide compensation shall be confined to the value of the relevant invoiced amount subject to a maximum of EUR 25,000.00. Whatever the case, Kontent shall not be liable for any indirect loss, which includes but is not confined to consequential loss, loss of turnover or earnings, foregone savings or any loss due to the disruption of business. A Contracting Party shall indemnify Kontent against any claim made by a third party who suffers a loss in relation to an agreement for which loss the Contracting Party is culpable. Whatever the case, any liability on the part of Kontent shall cease to apply by virtue of the expiry of six (6) months as of the date of the relevant loss.
A Contracting Party shall be liable for any harm inflicted in relation to an item (whether hired or otherwise), which includes but is not confined to any due to loss, embezzlement, theft, alienation or destruction. Furthermore, a Contracting Party shall be liable for all costs of repairs and cleaning incurred by or on behalf of Kontent. A Contracting Party shall also be liable for any loss which is caused in connection with an item (whether hired or otherwise) or its use.
Article 11. Suspension and cancellation
In the case of force majeure Kontent shall be entitled either to suspend its obligations pursuant to the relevant agreement(s) without judicial intervention for a maximum of six (6) months or to cancel all or part of such an agreement without, as it happens, being liable for any compensation. Where Kontent has already executed part of the relevant agreement when force majeure occurs, an invoice shall be issued for it as though it represents a separate agreement. In the event that, amongst other things, a Contracting Party is granted a moratorium on payments, is declared bankrupt, is dissolved or its businesses is closed down, or in the event that and as soon as a Contracting Party fails to comply with all of their obligations pursuant to such agreement or to do so in full or on time, Kontent shall be entitled to cancel the relevant agreement without prior notice of default or it having a duty to provide any compensation or comply with any warranty.
Article 12. Procurement by Kontent
Where a Contracting Party supplies Kontent, the Contracting Party shall warrant that the relevant consignment (i) is of good quality and workmanship, and is also free of any defect, (ii) conforms to what is stipulated in the relevant agreement and specifications, (iii) is suitable for the purpose which the consignment is designed to serve based on the nature of the item or order in question, (iv) complies with the applicable legal requirements and other government regulations (international or otherwise) in the Netherlands and in the country of supply, and (v) is in line with the applicable norms and standards.
Article 13. Losses while held by Kontent
While an item or items belonging to a Contracting Party are held by Kontent on any grounds whatsoever, any loss shall occur at that Contracting Party’s risk and expense. The provisions governing safekeeping set out in the ninth title of Book 7 of the Dutch Civil Code and Section 6:27 of the Civil Code shall not apply.
Article 14. Governing law and jurisdiction
These general terms and conditions have been drawn up in Dutch. These terms and conditions have also been translated into English and German. In the event of any dispute concerning their contents or meaning, the Dutch text shall be binding. The legal relationship between Kontent and a Contracting Party shall be governed by and construed in accordance with the law of the Netherlands. Any dispute shall only be adjudicated by a competent court of law in Rotterdam, the Netherlands. The Vienna Sales Convention shall not apply.
These general terms and conditions (Version 010619) have been lodged with the Rotterdam Chamber of Commerce under Numbers 63212021 and 29048435.