GENERAL DELIVERY TERMS AND CONDITIONS OF KEYPRO B.V. LOCATED IN GRONINGEN

Article 1.  Definitions
In these general terms and conditions, the following definitions apply:

KeyPro: the private company with limited liability KeyPro B.V., hereafter referred to as ‘KeyPro’, located in Groningen, as user of these general conditions;
Contractor: every natural person or legal entity to whom KeyPro has made an offer, has submitted an offer, and/or with whom KeyPro has signed an agreement;
Furniture & Decorations: home furnishing in the broadest sense of the word, for the purpose of habitation and (re)styling for the purpose of selling;
Related Services: additional labour other than the supply of furniture and decorations;
Agreement: the agreement between KeyPro and the Contractor;
Order: the Furniture and Decorations to be supplied by KeyPro, and the Related Services, both pursuant to the Agreement;
Conditions: these general terms and conditions.

Article 2.  Scope
2.1. These general terms and conditions apply to all legal actions of KeyPro, including the offers and quotations made and sent by KeyPro, as well as to the Agreement(s) and the preceding legal relations between KeyPro and the Contractor.
2.2. If any provision of these Terms and Conditions is cancelled or found to be void or otherwise unenforceable, the legally valid part therefore will remain intact. The cancelled, void, or unenforceable part will be replaced by a provision which reflects the intentions of the original provision to the maximum extent permitted by law.
2.3. General conditions of the Contractor do not apply and are expressly rejected.

Article 3.  Offer and the creation of the Agreement
3.1. Every offer is free of obligation and valid for 30 days after the date of the offer, unless stated otherwise in the quotation. KeyPro is only bound after the Order is accepted in writing within the set period of 30 days or after a non-written order confirmation when the execution of the order has commenced.  
3.2. The agreed upon price for the Order is – unless expressly stated otherwise – excluding sales taxes, levies, import duties and other taxes and/or duties.
3.3. The prices as stated by KeyPro are based on the prices at the time of the offer or quotation for, among other things, raw resources and materials, wage costs and social security costs, as well as excise duties, levies, and taxes levied directly or indirectly from KeyPro. If these prices change after the signing of the Agreement, KeyPro will have the right to pass these changes unto the Contractor. If the change in prices leads to an increase of more than 15% of the originally estimated or offered price, the Contractor will have the right to cancel the agreement without being obliged to pay any compensation.
3.4. If for any reason, the Contractor wishes to make changes to the Order after the order confirmation or after the work proceedings have started, KeyPro is only obliged to adhere to this change after written approval. In this case, KeyPro is always authorized to charge the Contractor any costs resulting from this change, including loss of profit and additional costs, all in its broadest sense and calculated according to the prices and rates applied by KeyPro at that time.
3.5. To assess the work that needs to be executed, the Contractor must grant KeyPro free access to all necessary information and documents.
3.6. The Contractor ensures that all information and documents that KeyPro indicates as necessary, or that which the Contractor should reasonably expect to be necessary for the execution of the Agreement, is provided to KeyPro in time. If the information that is necessary for executing the Agreement is not provided to KeyPro in time, KeyPro has the right to delay the execution of the Agreement and/or to charge the Contractor with the additional costs that are caused by the delay, calculated in accordance with the prices and rates that are used by KeyPro at that time.  

Article 4.  Duration, terms, and execution 
4.1. The Agreement between KeyPro and the Contractor lasts for the duration of the agreed upon Order and the agreed upon period, unless the nature of the Agreement dictates otherwise, or if the parties expressly agree otherwise in writing. An Agreement entered into for an indefinite period of time can only be terminated by means of a written cancellation and with due observance of a notice period of 1 month by the end of a calendar month. Agreements last for a definite period of time, which are tacitly renewed for an indefinite period after the agreed upon end date, unless otherwise agreed upon in writing.
4.2. The agreed upon term or period between KeyPro and the Contractor is never a final term for KeyPro. When the term is exceeded, the Contractor is required to notify KeyPro in writing of its negligence. KeyPro must then be given a reasonable period of time to fulfil the obligations of the Agreement after all.
4.3. KeyPro shall execute the Agreement to the best of its insight and ability, and in accordance to the requirements of great craftmanship. This is based on the current state of science / technology in the Netherlands at that time.
4.4. KeyPro is authorized to execute the Agreement in different phases, and to bill these particular executed phases separately.
4.5. Within the context of the execution of the Order, the Contractor grants KeyPro entry to the space and grants KeyPro the public utilities (gas, water, electricity) for the proper execution of the Order.

Article 5.  Rent/Rental Furniture/Decorations
5.1. The use of Furniture & Decorations that are made available to the Contractor by KeyPro, is enacted under the rental laws of the Netherlands.
5.2. In all cases, the Furniture and Decorations are supplied, placed, connected (if necessary), and collected by, or on behalf of KeyPro. In all cases, KeyPro charges a fixed fee for these services. 
5.3. The Contractor will use the Furniture & Decorations properly throughout the entire period of the Agreement with proper care (in Dutch: “als een goed huisvader”), and corresponding to their purpose as intended by the concerning parties. Without written permission by KeyPro, it is not allowed for the Contractor to make the Furniture & Decorations available to use for third parties. Unless with a written permission from KeyPro, the Contractor is not authorized to (let) move or modify any of the Furniture & Decorations themselves or by any party that has not been appointed by KeyPro. KeyPro can attach conditions to its permission.   
5.4. The Contractor bears the responsibility for granting KeyPro the possibility for executing the Agreement by making sure that the place where the Furniture & Decorations are to be used is easily accessible, suitable, safe, and meets all local regulation.
5.5. The Furniture & Decorations that are made available by KeyPro must never be left unattended.
5.6. The Contractor is obliged to take appropriate measures in time to prevent and limit any damage to the Furniture & Decorations. He is obliged to immediately notify KeyPro of any damage and any defect or failure. Within 48 hours after receiving a notification from the Contractor, KeyPro will provide repair or replacement, unless this can not reasonably be expected from KeyPro.
5.7. All repairs will be executed by commission by KeyPro. In all cases besides normal wear, including amongst other things inaccurate or negligent handling, insufficient maintenance, fire, explosion, or any fault by the Contractor or third parties, the Contractor will bear the costs for repair. The assessment of what falls outside of normal wear lies exclusively with KeyPro
5.8. The Contractor is deemed to have received the Furniture & Decorations in good condition, proper functioning, and clean, unless the Contractor has indicated otherwise in writing within the first 8 days after receiving the goods. At the end of use, the Contractor will provide KeyPro with the Furniture & Decorations in the original state.
5.9. The Contractor will provide KeyPro with the Furniture & Decorations immediately after the end of the renting period. For each day that the Contractor is negligent in this respect, he will owe KeyPro a penalty equal to the amount of renting that the Contractor had to pay during the originally agreed upon renting period, with a minimum of € 250,- and with the undiminished right of KeyPro for full compensation, if this amounts for more than the said penalty.    
5.10. The Contractor is liable for the entire or partial destruction or loss of the rented as a result of theft, embezzlement, fire, or any other cause of damage, for as long as the rented is available to him. The Contractor is obliged to insure the rented goods and keep them insured against fire, explosion, and water damage, as well as against theft.
5.11. If the Contractor returns the Furniture & Decorations before the end of the agreed upon period, this will never constitute grounds for restitution of any amount.

Article 6.  Purchase/Sale Furniture & Decorations
6.1 Used Furniture & Decorations are sold and delivered in the same state as when they were at the time of possession with all visible and invisible defects. KeyPro gives no guarantee whatsoever for the soundness of the sold and delivered goods. The Contractor is aware that it concerns used items.
6.2. New Furniture & Decorations are exclusively sold and delivered with the guarantee as is given by the supplier of producer of the particular product on the particular Furniture & Decorations. KeyPro never gives any guarantees on the sold Furniture & Decorations beyond that which is described in the previous sentence.
6.3. Deviations from the sold and delivered Furniture & Decorations exclude the right to warranty and / or compensation. These deviations concern colour, abrasion resistance, structure, and suchlike, which are technically acceptable according to applicable and conventional standards, or commercial use.

Article 7. Related Services
7.1. KeyPro takes on an obligation of effort with regards to the execution of the work, and will execute the work to the best of its knowledge and ability in accordance with the requirements of great craftsmanship.
7.2. When executing the agreement, KeyPro will take into account the reasonable wishes of the Contractor as much as possible, provided that this is favourable to the proper execution of the Agreement.
7.3. If and insofar as the work related to the Related Services involves KeyPro mediating in the formation of any contract with third parties, KeyPro is never liable for any damages that might result from the non-formation of such a contract, and this will not provide any grounds for complete or partial restitution of the agreed upon prince, nor will it provide grounds for the complete or partial cancelation or rescission of the Agreement or any part of it.   

Article 8.  Subcontracting
8.1. KeyPro is entitled to subcontract the Agreement completely or partially to third parties. Upon explicit request, KeyPro will inform the Contractor whether the Order is outsourced to third parties/suppliers, and if so, to what extent.   
8.2. With regards to products and / or services provided by third parties, KeyPro can only be regarded as a supplier / intermediary with respect to the Contractor, and is therefore not more liable towards the Contractor than that for which the third party is appointed by KeyPro.
8.3. In the event of a claim for damages, KeyPro will – without being liable for any compensation – mediate between the third party and the Contractor.
8.4. The applicability of articles 7: 404, 7: 407 paragraph 2, and 7:409 of the Dutch Civil Code are expressly excluded.

Article 9.  Additional work
9.1. Unless otherwise agreed upon in writing, the Order will be executed within the agreed upon period. If the Contractor desires any work activities outside this period after accepting the offer, the additional costs with regards to these activities will be charged as “additional work”, calculated with the standard prices that KeyPro uses at the time of the execution of these activities.
9.2. Additional work is defined as: an increase or extension of the work that has to be carried out by KeyPro after the signing of the Agreement.

Article 10. Payments
10.1. Unless otherwise agreed upon in writing, payment of the amounts invoiced by KeyPro must be done in Euros, in cash, by paying by bank or giro, with the undiminished right of KeyPro to demand payment in advance of the entire or periodic amount and/or to demand security for the payment thereof.   
10.2. If payment is not made within 14 days after the agreed upon payment period, the Contractor is in default without notice. From that moment on, the Contractor is obliged to pay the statutory commercial interest, in accordance to article 6: 119a of the Dutch Civil Code, over the amount that is due and until the entire amount is paid.
10.3. If KeyPro has referred to a third party for the collection of its claim, the Contractor must, in any case, pay 15% of the invoiced net amount for extrajudicial collection costs, with the minimum of € 250,--, while if a legal procedure is necessary, the Contractor is also obliged to reimburse all legal costs, expressly mentioned below, in addition to the liquidation rate that is customarily used by the Dutch court, costs due to a bankruptcy petition, administrative costs such as municipal fees, costs of the Chamber of Commerce, etc. KeyPro has the right at all times to charge the Contractor with the actual extrajudicial costs, if this is higher than the fixed percentage.
10.4. If the Contractor is a natural person, the extrajudicial costs are equal to the legally permitted maximum reimbursement with regards to extrajudicial costs as determined in and calculated in accordance with the Extrajudicial Collection Costs Decree (In Dutch: “Besluit vergoeding voor buitengerechtelijke incassokosten”). The extrajudicial costs are due if the Contractor-natural-person has not paid the owed amount within 14 days after having received a notification wherein the extrajudicial costs are announced.  
10.5. The regulation that is included in this article with regards to judicial and extrajudicial costs, also applies if KeyPro has had to defend itself in legal proceedings against the Contractor, unless KeyPro has been unsuccessful in these legal proceedings by an irrevocable court judgement.
10.6. Payments are primarily used to cover costs and interest, after which they are used to cover the work that has taken place, taking into account that these payments are always first used for the oldest expired invoices. In the absence of a (timely) payment by the Contractor of one debt – for whatever reason – or payment term, all other debts and payment terms are immediately due. KeyPro can, without being in default, refuse an offer of payment, if the Contractor designates a different order of allocation. KeyPro can refuse the complete payment of the entire principal sum, if the outstanding and current interest and the costs are not paid.
10.7. The Contractor is not entitled to suspend payment of the amount owed by him on the grounds of any obligation to him, under any agreement whatsoever, that KeyPro has not fulfilled. An appeal by the Contractor to set-off is also excluded.

Article 11. Limitations and exclusions of liability
11.1. If KeyPro has attributably failed in the fulfilment of the Agreement, the resulting liability only concerns the direct damage. Additionally, the liability is limited to a maximum of the amount of the invoice amount of the Agreement, although only that part of the Agreement to which the liability relates, and only up to a maximum of €10.000,- (meaning: ten thousand Euro). In the event of an insured interest, the liability in that case is always limited to the maximum amount that is paid by the insurer of KeyPro in that particular case.      
11.2. Direct damage is exclusively defined as:
-  the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage in the sense of these Terms and Conditions;
- the reasonable costs incurred in order to fulfil the requirements of the Agreement after the insufficient performance of KeyPro, unless this insufficiency can not be attributed to KeyPro;
- the reasonable costs incurred to prevent or limit damage, insofar as the Contractor demonstrates that these costs have led to the limitation of direct damage as defined in these general terms and conditions.
11.3. KeyPro is never liable for indirect damage, including – but not limited to – consequential loss, lost profit, lost savings, and damage due to business stagnation.
11.4. KeyPro is also never liable for damage of any kind when it is caused by inaccurate and / or incomplete information provided by the Contractor.
11.5. Any items of third parties located in the company of KeyPro (both those of the Contractor and other persons) are not insured against any risk. KeyPro is not liable in any case, including theft, embezzlement, destruction or anything else.
11.6. The Contractor is obliged to insure the goods delivered by KeyPro and to keep them insured against fire, explosion and water damage, as well as theft.
11.7. The limitations on liability that are included in these Terms and Conditions do not apply if the damage is due to intent or gloss negligence of KeyPro or its managerial subordinates.

Article 12. Retention of title and right of retention
12.1. Items supplied by KeyPro in accordance with the agreement and intended for a transfer of ownership to the Contractor, remain the property of KeyPro until the Contractor has properly fulfilled all obligations as stated in the agreement(s) with KeyPro. KeyPro always remains the owner of its leased-out property, as well as the materials that it makes available, unless parties have otherwise agreed upon.
12.2. That which is supplied by KeyPro and falls under paragraph 1 of the retention of title may not be resold and may never be used as a means of payment. The Contractor is not authorized to pledge that which falls under the retention of title, or to encumber it in any other way. 
12.3. The Contractor must always do everything that can reasonably be expected of him to secure the property right of KeyPro. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Contractor is obliged to inform KeyPro immediately. In addition, the Contractor is obliged to insure that which falls under the retention of title, and to keep it insured against fire, explosion and water damage, as well as against thefts. The Contractor is also obliged to make the policy available to KeyPro on first request.  
In the case of a possible payment of the insurance, KeyPro is entitled to this money. Insofar as necessary, the Contractor commits to KeyPro in advance to cooperate with everything that may prove necessary or desirable in that case.  
12.4. In the event that KeyPro wishes to exercise its property rights as referred to in this article, the Contractor grants his unconditional and irrevocable consent to KeyPro and third parties that may be appointed by KeyPro, in order to access all the places where the property of KeyPro is located and to collect and return it to KeyPro. 
12.5. Until the Contractor has paid KeyPro all amounts owed under the Agreement (and / or similar agreements), KeyPro may retain the particular goods of the Contractor and claim the debt with priority, unless the Contractor gives sufficient security for the payment of these amounts.    

Article 13. Limitation, expiration, and advertisement
13.1. The legal claims against KeyPro, given rise by an Agreement that adhered to these Conditions, become void after one year. They are expired after two years.
13.2. The limitation period or expiry period commences on the first day after the expiry of a period of one calendar month after the signing of the concerning Agreement.
13.3. Any visible defects in that which is delivered by KeyPro need to be reported to KeyPro in writing within 8 days after delivery. Any invisible defects must be reported immediately to KeyPro in writing, yet at least in any case within 30 days after discovering this defect. The report must include a description of the defect as detailed as possible, in order for KeyPro to react adequately. The Contractor must give KeyPro the opportunity to (let someone) investigate the complaint.
13.4. If the Contractor makes a timely complaint, this does not suspend his payment obligation. The Contractor will remain to be obliged to purchase and pay for that which is additionally ordered and/or that for which he has ordered KeyPro. 

Article 14. Cancellation
14.1. Undiminishing the additional rights to which KeyPro is entitled, KeyPro has the right, if it is hindered by force majeure, to execute the Agreement, to delay the execution of the Agreement without any judicial intervention, or to cancel the Agreement completely or partially by means of a written statement in such terms, at KeyPro’s discretion, without being obliged to pay any compensation or guarantee.    
14.2. The Contractor expressly waives all rights to cancel the Agreement pursuant to the articles 6:265 et seq. of the Dutch Civil Code, unless stated otherwise in these Terms and Conditions, or in the Agreement.
14.3. If the Contractor does not comply, neither properly nor timely, with any obligation arising from this or from any other Agreement with KeyPro, as well as in the case of bankruptcy, suspension of payment, receivership, application of WSNP, shutdown or liquidation of the Contractor’s company, he is deemed to be legally in default, and will give KeyPro the right, without a notice and without judicial intervention, to suspend the execution of the Agreement, or to cancel the Agreement completely or partially by a written notice in such terms, at her discretion, without any compensation or guarantee being required, yet undiminishing the additional rights of KeyPro.
In these cases, every claim that it has or that it may have against the Contractor is due and immediately payable. In this case, the work proceedings are directly stopped, the Furniture & Decorations are collected and removed, and all work is carried out up to and including the day of the incidents mentioned in this article, charged to the Contractor, which amount is immediately due and payable. 
14.4. Concerning the cases as mentioned in the previous paragraph, the Contractor gives KeyPro irrevocable permission for now and later to enter the space where the Furniture & Decorations are located, in order to collect and remove the Furniture & Decorations. If and in so far as the Contractor acts contrary to the given permission, he will forfeit to KeyPro an immitigable fine of € 250,- for every day that the Contractor acts contrary to this.     

Article 15. Force Majeure
15.1. KeyPro will not be charged with a shortcoming if this was in a situation of force majeure.
15.2. Force majeure means: a shortcoming that can not be attributed to KeyPro because it is not due to its fault, nor is it according to law, legal act, or generally accepted by society, including if KeyPro is not capable of fulfilling the requirements of the work due to attributable shortcoming or carelessness of third parties. Force majeure also holds for the following cases:

  1. a business disruption or business interruption of any kind, regardless of how it arises;
  2. a delayed or late delivery by one or more suppliers of KeyPro;
  3. transport difficulties or restrictions of any kind, as a result of which the transport to KeyPro or from KeyPro to the Contractor is hindered or obstructed;
  4. war danger or riots, sabotage, flooding, fire, exclusions, company occupation, strikes, changed measures by the government and/or weather conditions for which the KNMI has issued a code red;

15.3. In case of force majeure, KeyPro has the right to choose, within 3 weeks after the beginning of the circumstance that created force majeure, between changing the period of delivery or supply, or to cancel the Agreement extrajudicially, without being obliged to pay compensation.
15.4. After the cancelation of the Agreement, KeyPro is entitled to be compensated for the costs that are already incurred and/or any carried out work.
15.5. KeyPro also has the right to invoke force majeure, if the circumstance that hinders the (future) execution arises after KeyPro should have had fulfilled its obligation.

Article 16. Confidentiality  
16.1. Both parties are obliged to keep confidential all confidential information that they have received from each other or from another source within the framework of the Agreement. Information is considered confidential if this has been communicated by a party, or if it arises from the information. An ‘open’ calculation that is included in an offer by KeyPro must always be considered as confidential information.
16.2. If, on the basis of a statutory provision or a court order, KeyPro is obliged to provide confidential information to third parties that are designated by law or by the competent judge, and KeyPro cannot rely on a legally recognized, or by a competent judge recognized or allowed, right of refusal, then KeyPro is not obliged to pay compensation or indemnification, and the Contractor is not allowed to cancel the agreement on the grounds of any damage that arises from this.  

Article 17. Intellectual property rights and property rights
17.1. All rights of intellectual property arising from the Agreement – including patent rights, trademark rights, drawing- or design rights, and copyright – which apply to the results from the Agreement, belong to KeyPro. To the extent that such a right can only be acquired by an application or registration, only KeyPro is authorized to do so, unless otherwise agreed upon.    
17.2. Parties may agree that the rights that are referred to in the first paragraph are transferred in whole or in part to the Contractor. This transfer, and any conditions under which the transfer takes place, are always recorded in writing.
17.3. At any time, KeyPro has the right to delete its name or to have it mentioned in, at, or on any form of publicity concerning the result of the Agreement, in the conventional manner for that result.
17.4. Unless otherwise agreed upon, the (originals of the) results achieved by KeyPro within the context of the Agreement  (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes, scale models, moulds, (sub-) products, movies, (audio and video) presentations, source codes, and other materials or (electronic) files, etc.) remain property of KeyPro, regardless whether these are provided for the Contractor or third parties.
17.5. After the Agreement has been completed, neither the Contractor nor KeyPro has an obligation of retention towards each other with regards to the used materials and used data, unless otherwise agreed upon.

Article 18. Competent judge and applicable jurisdiction
18.1. All disputes that might arise between the parties, including disputes which are considered as such by only one of the concerning parties, shall be submitted without exceptions to the competent Dutch court from the location of KeyPro, unless the Dutch law prescribes otherwise. Furthermore, KeyPro is always authorized to refer to the competent Dutch court from the place of residence or place of business of the Contractor.   
18.2. Dutch law applies to this Agreement and all future Agreements that arise from this Agreement. The Convention on the International Sales of Goods (Vienna Sales Convention) is excluded.

Article 19. Final provisions
19.1. Conditions have been filed with the Chamber of Commerce in the Northern Netherlands.
19.2. In case of explanation of the content and scope of the general terms and conditions, the Dutch text is always decisive.
19.3. The most recently filed version and/or the version in force at the time the agreement was established will apply at all times.  

August 2017