Terms of delivery

TERMS OF DELIVERY

Definitions


1. Keepad: Keepad, established in Appelscha under Chamber of Commerce no. 69998361.


2. Customer: the person with whom Keepad has entered into an agreement.

3. Parties: Keepad and customer together.

4. Consumer: a customer who is also an individual and who acts as a private person.


Applicability of delivery conditions


1. These terms of delivery apply to all work, orders, agreements and deliveries of services or products by or on behalf of Keepad.


2. The parties may only deviate from these terms of delivery if they have expressly agreed to this in writing.


3. The parties explicitly exclude the applicability of additional and/or deviating general and/or delivery conditions of the customer or of third parties.


Payments and payment term


1. When entering into the agreement, Keepad may require a down payment of up to 50% of the agreed amount.


2. The customer must make payments afterwards within 7 days after delivery of the product.


3. Payment terms are regarded as strict payment terms. That means if the customer
has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Keepad having to send the customer a reminder or to give notice of default.

4. Keepad reserves the right to make delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of not paying on time

1. If the customer does not pay within the agreed term, Keepad is entitled to charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the customer is in default. part of a month is counted as a whole month.


2. When the customer is in default, he will also owe Keepad extrajudicial collection costs and any compensation.

3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.


4. If the customer does not pay on time, Keepad may suspend its obligations until the customer has fulfilled his payment obligation.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims are
from Keepad to the customer immediately due and payable.

6. If the customer refuses to cooperate with the execution of the agreement by Keepad, he is still
obliged to pay the full agreed price to Keepad.


Right of advertising

1. As soon as the customer is in default, Keepad is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.


2. Keepad invokes the right of recovery by means of a written or electronic communication.


3. As soon as the customer has been informed of the invoked right of recovery, the customer shall return the products where this is the case
right to, immediately return to Keepad, unless the parties agree otherwise.


4. The costs for bringing back or returning the products will be borne by the customer.


Right of withdrawal

1. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
The product has not been used
It is not a product that can spoil quickly, such as food or flowers.
It is not a product specially tailored or adapted for the consumer.
It is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.) the seal is still intact in the case of data carriers with digital content (DVDs, CDs, etc.)
the product is not a trip, transport ticket, catering assignment or form of leisure activity.
The product is not a loose magazine or newspaper.
It is not an (order for) urgent repair
the consumer has not waived his right of withdrawal


2. The reflection period of 14 days as referred to 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 received the first product with a subscription
as soon as the consumer has purchased a service for the first time
as soon as the consumer has confirmed that he will purchase digital content via the internet

3. The consumer can make his appeal to the right of withdrawal known via Info@keepad.nl, if desired using the withdrawal form that can be downloaded from the Keepad website, Keepad.nl.

4. The consumer is obliged to return the product to Keepad within 14 days after notification of his right of withdrawal, failing which his right of withdrawal will lapse.

Reimbursement of delivery costs

1. If the consumer has exercised his right of withdrawal in time and as a result has returned the complete order to Keepad on time, Keepad will refund any shipping costs paid by the consumer within 14 days after receipt of the timely and fully returned order to the consumer.

2. The costs for delivery will only be borne by Keepad insofar as the entire order is returned.
Reimbursement of return costs
If the consumer invokes his right of withdrawal and returns the entire order on time, then
the costs for returning the entire order will be borne by the consumer.


Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

right of retention


1. Keepad can invoke its right of retention and in that case retain products of the customer until the customer has paid all outstanding invoices to Keepad, unless the customer has provided sufficient security for those costs.

2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Keepad.

3. Keepad is never liable for any damage that the customer may suffer as a result of using his right of retention.

Settlement

Unless the customer is a consumer, the customer waives its right to set off a debt owed to Keepad against a claim against Keepad.

Retention of title

1. Keepad remains the owner of all delivered products until the customer has fully fulfilled all its payment obligations towards Keepad, including claims for failure to comply with the agreement.

2. Until then, Keepad can at all times invoke its retention of title and take back the goods.

3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate the products
or otherwise objections.

4. If Keepad invokes its retention of title, the agreement will be deemed dissolved and Keepad
the right to claim damages, lost profits and interest.

Delivery

1. Delivery takes place while stocks last.

2. Delivery takes place at Keepad, unless the parties have agreed otherwise.

3. Delivery of products ordered online will take place at the address indicated by the customer.

4. If the agreed amounts are not paid or not paid on time, Keepad has the right to
to suspend obligations until the agreed part has been paid.

5. In the event of late payment, there is creditor default, with the result that the customer cannot pay for a late delivery.
Keepad can object.

Delivery time

1. The delivery times stated by Keepad are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

2. The delivery time commences after the quotation signed for approval by the customer to Keepad has been confirmed by Keepad to the customer in writing or electronically.

3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Keepad cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Delivery of goods on order

1. The customer is obliged to purchase the goods produced by Keepad on his behalf.

2. If items have not been purchased by the customer after the delivery period has expired, they will remain available to Keepad. Goods that have not been purchased will be stored at the expense and risk of the customer. Keepad may always use the power of Article 6:90 of the Dutch Civil Code.

Delivery on demand


If the customer has agreed delivery on demand with Keepad, and the customer has not taken delivery of the goods within the agreed term without being entitled to do so, or in the absence of an agreed term, not within 3 (three) months after the notification of completion, Keepad may up to cancellation or dissolution of the agreement concluded with the customer, without Keepad being or being able to be obliged to pay any compensation and without prejudice to Keepad's right to recover all damage suffered or to be suffered as a result from the customer, which is obliged to compensate Keepad for this damage.


Delivery and transfer of risk

The risk of loss, damage or depreciation of a purchased item passes to the customer at the moment when the item is brought into the customer's control.


Transportation costs

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

Packaging and shipping

1. If the packaging of a delivered product is opened or damaged, the customer must return the product before returning it

1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Keepad cannot be held liable. for any damage.

2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or the packaging to Keepad prior to transport, failing which Keepad cannot be held liable for any damage.

Insurance

1. The customer undertakes to insure the following items sufficiently and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
delivered goods that are necessary for the execution of the underlying agreement goods of Keepad that are present at the customer
goods that have been delivered under retention of title

2. The customer shall provide the policy of these insurance policies for inspection at Keepad's first request.

3. Unless the parties have expressly agreed, the customer is obliged to take out CAR insurance at his own expense and the customer cannot claim compensation for any damage otherwise covered by this insurance.
would be covered.

custody

1. If the customer does not purchase ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.

2. Any additional costs as a result of premature or late purchase of products will be fully borne by the customer.


Assembly and installation

Although Keepad makes every effort to carry out all assembly and/or installation work to the best of its ability, it bears no responsibility for this except in the case of willful misconduct or gross negligence.

Guarantee

1. When the parties have entered into an agreement with a service-providing nature, this only contains an obligation of best efforts for Keepad and therefore no obligation of result.

2. The warranty with regard to products only applies to defects caused by faulty manufacturing, construction or material.

3. The guarantee does not apply in the case of normal wear and tear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.

4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the moment when they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who receives the product on behalf of the customer.

exchange

1. Exchanging purchased items is only possible if the following conditions are met:
exchange takes place within 7 days after purchase on presentation of the original invoice.
the product is returned in its original packaging or with the original (price) tags still attached.
the product has not yet been used.

2. Discounted items, non-perishable items such as foodstuffs, custom-made items or items specially adapted for the customer cannot be exchanged.

Execution of the agreement

1. Keepad performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship

2. Keepad has the right to have the agreed services (partially) performed by third parties.

3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of the
any agreed advance payment by the customer.

4. It is the responsibility of the customer that Keepad can start the implementation of the agreement in a timely manner.

5. If the customer has not ensured that Keepad can start the implementation of the agreement in time,
the resulting extra costs and/or extra hours will be borne by the customer.


Information provision by the customer

1. The customer shall make all information, data and documents relevant to the correct execution of the agreement available to Keepad in a timely manner and in the desired form and manner.

2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.

3. If and insofar as the customer so requests, Keepad will return the relevant documents.

4. Does the customer not, not timely or not properly provide the information, data or
documents are available and the implementation of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.

Performance of a service

1. Keepad will always keep the customer informed of the progress of the service and inform the customer immediately when the service or a characteristic part thereof has been completed. At the request of the customer, Keepad will account for the way in which it has performed the service (or part thereof).

2. If Keepad foresees at any time that its obligations cannot be fulfilled, cannot be fulfilled on time or cannot be fulfilled properly, Keepad must immediately inform the customer of this.

Intellectual property

1. Keepad retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless the parties have agreed otherwise in writing.

2. The customer may not copy (or have copied, show to third parties and/or make available or use in any other way) said intellectual property rights without the prior written permission of Keepad.
confidentiality

1. The customer shall keep any information (in whatever form) it receives from Keepad confidential.

2. The same applies to all other information regarding Keepad of which the customer knows or reasonably can
suspects that it is secret or confidential, or that it can expect that its distribution could harm Keepad.

3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.

4. The confidentiality obligation described in this article does not apply to information:
which was already public before the customer learned of this information or which subsequently became public without this being the result of a breach of the customer's duty of confidentiality
that is made public by the customer on the basis of a legal obligation

5. The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

penalty clause

1. If the other party violates the article of these terms of delivery on confidentiality or on intellectual property, he forfeits an immediately due and payable penalty for each violation on behalf of the trade name.
if the other party is a consumer, this fine is € 1,000
if the other party is a legal entity, this fine is € 5,000

2. In addition, the other party will forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.

3. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage.

4. The forfeiture of the penalty referred to in the first paragraph of this article does not affect Keepad's other rights, including its right to claim compensation in addition to the penalty.
disclaimer
The customer indemnifies Keepad against all third-party claims related to the products and/or services supplied by Keepad.

Complaints

1. The customer must examine a product or service provided by Keepad as soon as possible for possible shortcomings.

2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Keepad of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.

3. Consumers must inform Keepad of this within 2 months after the discovery of the shortcomings.

4. The customer provides a description of the shortcoming in as much detail as possible, so that Keepad is able to respond adequately.

5. The customer must demonstrate that the complaint relates to an agreement between the parties.

6. If a complaint relates to ongoing work, this can in any case not lead to Keepad
may be required to perform other work than has been agreed.

Notice of default

1. The customer must notify Keepad of any notice of default in writing.

2. It is the responsibility of the customer that a notice of default actually reaches Keepad (in time).
Joint and several liability customer
If Keepad enters into an agreement with multiple customers, each of them will be jointly and severally liable for the full amounts due to Keepad under that agreement.

Liability Keepad

1. Keepad is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.

2. If Keepad is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.

3. Keepad is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.

4. If Keepad is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to (part of the) invoice amount to which the liability relates.

5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Any right of the customer to compensation from Keepad expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right to dissolution

1. The customer has the right to dissolve the agreement if Keepad imputably fails in the fulfillment of its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.

2. If the fulfillment of the obligations by Keepad is not permanently or temporarily impossible, dissolution can only take place after Keepad is in default.

3. Keepad has the right to terminate the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if Keepad has become aware of circumstances that give it good grounds to fear that the customer will obligations will not be properly fulfilled.

Force majeur

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of Keepad in the fulfillment of any obligation towards the customer cannot be attributed to Keepad in any of Keepad's will
independent situation, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected of Keepad.

2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance 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.

3. If a force majeure situation arises as a result of which Keepad cannot fulfill 1 or more obligations towards the customer, those obligations will be suspended until Keepad can meet them again.

4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.

5. Keepad does not owe any (damage) compensation in a situation of force majeure, even if it enjoys any advantage as a result of the force majeure situation.

Change of the agreement

If, after concluding the agreement for its implementation, it appears necessary to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
Change of delivery conditions

1. Keepad is entitled to change or supplement these terms of delivery.

2. Changes of minor importance can be made at any time.

3. Keepad will discuss major substantive changes with the customer in advance as much as possible.

4. A consumer is entitled to terminate the agreement in the event of a substantial change to the terms of delivery
say.

Transfer of rights

1. Customer rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Keepad.

2. This provision applies as a clause with effect under property law as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

Consequences nullity or voidability

1. If one or more provisions of these terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.

2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Keepad had in mind when drafting the terms and conditions on that point.

Applicable law and competent court

1. These terms and conditions of delivery and every agreement between the parties are exclusively governed by Dutch law.

2. The Dutch court in the district where Keepad is located has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Applicability of delivery conditions

These terms of delivery are applicable since September 25, 2021.

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