TERMS AND CONDITIONS OF SALE OF STICHTING KLABU FOUNDATION
These are the terms and conditions of sale of Stichting Klabu Foundation that apply to all orders placed by you with Klabu. Please take the time to read these terms and conditions carefully. Klabu recommends storing these terms and conditions on your computer and/or printing them for your records.
Article 1 – Definitions
In these terms and conditions of sale the following definitions apply:
Customer: any party to which Klabu supplies goods and/or for which it performs or has agreed to perform services, and any party that has given Klabu an instruction of another nature;
Klabu: Stichting Klabu Foundation;
Agreement: all agreements between Klabu and the Customer relating to the purchase of goods and/or services by the Customer from Klabu, and any other instruction given by the Customer to Klabu, as well as any act legal or otherwise related to the foregoing;
Conditions: these general conditions of sale of Klabu;
Article: any article included in these Conditions.
Article 2 – About Klabu
Klabu is a foundation incorporated in the Netherlands. The full contact information of Klabu is as follows:
Stichting Klabu Foundation
1012 DZ Amsterdam, The Netherlands
We do not have a phone number
Dutch Chamber of Commerce number: 70187150
VAT number: NL858181228B01
RSIN / ANBI number: 858181228
Article 3 – Applicability
- These general conditions of sale shall apply to all offers and quotations of Klabu and to the Agreement.
- Klabu is entitled to amend these general conditions of sale and shall inform the Customer thereof in writing. In such case, the Customer is entitled to terminate the agreement.
- Any general conditions of the Customer are expressly excluded from applicability.
- If the substance of the Agreement deviates from the substance of these general conditions of sale, the substance of the Agreement shall prevail.
Article 4 – Offer; formation of the Agreement
- Quotations and price offers will always be without obligation and may be subject to cancellation or modification at any time.
- An Agreement between Klabu and the Customer is considered to be concluded if Klabu has expressly accepted an order or instruction from the Customer in writing or has begun fulfilling that order or instruction.
Article 5 – Prices and payment
- Agreed prices are inclusive of VAT and other governmental levies if the delivery address of the Customer is located inside the European Union.
- If the delivery address is located in a country outside the European Union, it is possible that the authorities of such country charge specific import duties and taxes which are levied when the delivery reaches the specified destination. Such import duties and taxes are not included in the agreed prices and shall be paid by the Customer. Klabu has no control over these charges and, since they are different for different countries, Klabu cannot predict their amount. Klabu advises Customers located outside the European Union to contact their local customs office for further information before placing an order.
- Agreed prices are exclusive of delivery charges, unless stated otherwise.
- All invoices of Klabu shall be paid within fourteen (14) days of the invoice date.
- The Customer shall pay all judicial and extrajudicial costs that Klabu may incur due to the fact that the Customer fails to fulfil its obligations properly and on time.
Article 6 – Obligations of the Customer
- The Customer has a duty to cooperate with Klabu and to ensure the timely supply of any information, which is or may be necessary for the execution of the Agreement.
- The Customer is responsible for ensuring that any information supplied is accurate, complete and reliable (also if this is information has been provided by or through another party). Klabu may at all times legitimately rely on the information provided by the Customer.
- If a shipment has not been delivered at the delivery address (or pick-up point) of the Customer fourteen (14) days after the shipment of the good, the Customer must inform Klabu in writing within fourteen (14) days, i.e. ultimately twenty-eight (28) days after the shipment date.
Article 7 – Delivery of goods; performance of services
- Klabu may make partial deliveries and issue partial invoices in connection with them.
- Delivery terms and times quoted or agreed shall not be considered to be a final deadline.
- Klabu undertakes to execute the Agreement to the best of its ability, with due observance of the Customer's legitimate interests, but shall not guarantee the achievement of any result that is envisaged.
- If, for any reason whatsoever, the Customer fails to accept delivery or timely delivery of goods offered for delivery in accordance with the Agreement, all costs incurred in vain by Klabu in connection with the offer and any additional costs of transport, custody and storage will be for the Customer's account. The risk will also pass at the time at which Klabu offers the goods for delivery in accordance with the Agreement and the Customer fails to accept delivery for any reason whatsoever.
Article 8 – Complaints; expiry period
- The Customer shall inspect the goods immediately after delivery and shall verify whether the services have been rendered in a satisfactory manner.
- Any complaint of the Customer regarding incorrect or incomplete fulfilment of an order shall be submitted to Klabu in writing within eight (8) days of the date on which the services were or should have been rendered and, if it concerns the delivery of goods, within two (2) months after discovery of that the delivery does not conform to the contract. If the complaint is not submitted to Klabu within this term, the Customer no longer has claim against Klabu regarding incorrect or incomplete fulfilment of an order.
- The Customer shall include a clear and accurate description of the complaint.
- If Klabu considers a complaint to be well founded, it will, at its option, either repair or replace the delivered goods or rendered services, or, in case replacement or repair is impossible, credit the purchase price paid by the Customer in connection with the delivered goods or supplied services, and, as the case may be, take back the delivered goods.
Article 9 – Right of withdrawal
- If the Customer wishes to terminate the Agreement and return or exchange a good purchased from Klabu for any other reason than specified in Article 8, the Customer shall notify Klabu in writing within fourteen (14) days after the delivery of such good, without needing to give any reasons for doing so.
- If the Customer chooses to terminate the Agreement, the Customer is required to return this good to Klabu as soon as possible, but no later than fourteen (14) days after having sent the written notice that the Customer wishes to return or exchange the good.
- The Customer shall return the good with all delivered accessories, if reasonably possible in the original state and packaging, and in accordance with the instructions provided by Klabu.
- The Customer is responsible for the return or exchange shipment of the good and bears all the risks related to such shipment. The Customer also bears the costs for the return or exchange shipment.
- Klabu shall refund any credit due to or invoice any credit due by the Customer (on the basis of the amount paid by the Customer for the returned good and to be paid by the Customer for an exchange, if any) no later than fourteen (14) days after receipt of the notice that the Customer wishes to return or exchange the good, but only if and not before Klabu has received such good or the Customer is able to prove that the good has indeed been returned.
- The termination right within the meaning of Article 9.1 is meant to determine if the Customer indeed wants the good. The Customer may use the good as far as necessary to verify whether or not the Customer actually wants the good, just like the Customer would do in a retail space. Further use of the good, such as wearing the good in a public space or any other actual use, affects the Customer’s termination right as set out in more detail in Article 9.7.
- When a Customer returns a good that has been damaged, has been washed, on which labels have been removed, is incomplete or contains other signs of wear which show that the Customer have used the product more extensively than permitted under Article 9.6, Klabu will deduct this decrease in the value of the good caused by the Customer from the total amount to be refunded to the Customer.
Article 10 – Intellectual property
- All intellectual property rights in respect of the goods and services shall vest in Klabu. Without Klabu's prior permission in writing, the Customer shall not reproduce, publish or imitate the goods in whole or in part.
- The Customer may trade in goods originating from Klabu only under the brand, logo, trade name and specifications under which the goods were delivered to the Customer. The Customer may not change the quality of the goods it purchased from Klabu, including their labelling, imprints and instructions.
- The Agreement does not contain any assignment of any intellectual property rights as part of the delivery of the goods to the Customer or the services rendered to the Customer and the related documents.
Article 11 – Confidentiality
- All information originating from which the Customer can reasonably assume to be confidential may not be disclosed. The Customer shall impose the same obligation on its employees or third parties that it has engaged in the performance of the Agreement.
- The confidentiality obligation referred to in Article 11.1 does not apply to information, which must be disclosed by the Customer pursuant to the law, any provision or regulation of a body approved by the government, or a binding and final decision of a court or other public authority.
Article 12 – Force majeure
In the event of force majeure (clause 6:75 Dutch Civil Code) on the part of either party, the performance of the Agreement shall be fully or partly suspended for as long as the situation of force majeure continues, without either party being liable for payment of any compensation to the other party. If the force majeure situation is reasonably expected to continue for more than three (3) months, or has already lasted for three (3) months, the other party may dissolve the Agreement by registered letter effective immediately and without recourse to the courts, without thereby creating any rights to compensation.
Article 13 – Assignment; outsourcing
- The Customer may not assign any of its rights and obligations under the Agreement or contract out the performance thereof to third parties without the prior written permission of Klabu.
- Klabu is entitled to engage persons who are not associated with it for the purpose of executing the Agreement.
Article 14 – Invalidity of one or more provisions
- The invalidity of any provision of the Agreement and/or these general conditions of sale shall not affect the validity of the other provisions of the Agreement and/or these general conditions of sale.
- If and to the extent that any provision of the Agreement and/or these general conditions of sale is invalid, or is unacceptable in the given circumstances according to the criteria of reasonableness and fairness, a provision shall apply between the parties, which is acceptable considering all the circumstances.
Article 15 - Applicable law and jurisdiction
- The legal relationship between Klabu and the Customer is governed exclusively by Dutch law to the exclusion of the Vienna Sales Convention.
- Any dispute between Klabu and the Customer shall be settled by the competent court of Amsterdam, the Netherlands.