Algemene voorwaarden

Article 1. General
1. These conditions apply to any tender offer and agreement between Kiva Logistics BV, hereinafter referred to as "User", and a client of this User conditions has stated, if these conditions are not expressly and in writing deviated.
2. These conditions also apply to agreements with user, the execution of which user services of third parties.
3. These general conditions are also written for the employees of User and its management.
4. The applicability of any purchase or other conditions of the Client is explicitly rejected.
5. If one or more provisions of these terms at any time wholly or partially invalid or void, the remaining provisions of these terms and conditions apply in full. User and Client will enter into negotiations to agree new provisions to replace the invalid provisions, as much as possible the purpose and intent of the original provisions are observed.
6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, you should find the explanation 'in the spirit' of these provisions.
7. If there is a conflict between parties arises which is not covered by these general conditions, this situation should be assessed in the spirit of these terms and conditions.
8. If User does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or that user to any degree would lose the right to otherwise demand strict compliance with the provisions of these terms .

Article 2 Offers and Deals
1 All bids and offers of user are free, unless a deadline for acceptance is made in the offer. If no acceptance period is prescribed, can any entitlement to the tender offer in any way if the product on which the offer or the offer relates, in the meantime is no longer available.
2 User can not be held to its offers if the client can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error.
3 The prices mentioned in the offer are exclusive of VAT and other government levies, to any under the agreement making costs, including travel and subsistence, shipping and handling, unless otherwise indicated.
4 If the acceptance (whether or not to subordinate items) from the offer included in the offer or the offer then User is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.
5 A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Duration of the Contract; implementation deadlines, risk transfer, implementation and modification agreement; price
1. The agreement between User and the Client is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. For the implementation of certain activities or a period agreed or specified for the supply of certain goods, this is never a deadline. When a term is exceeded, the Client User therefore written in default. User must be allowed a reasonable time to still implement the agreement.
3. User shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. All this on the basis of the currently known state of the science.
4. User has the right to have certain work done by others. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 BW is expressly excluded.
5. If User or third parties hired by the User shall be performed under the contract work on the location of the client or a location designated by the Client, the Client shall provide free of charge for the facilities reasonably required by those employees.
6. Delivery is ex works from User. The Client is obliged to accept the goods at the time they are made available to him. If the client refuses or fails to provide information or instructions necessary for delivery, User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or loss shall pass to the Client at the moment things are available to the Client.
7. User is entitled to execute the agreement in several phases and to invoice the parts separately.
8. If the agreement is implemented in phases User can implement those parts belonging to a following stage until the client has approved the results of the preceding phase.
9. The Client shall ensure that all data which user has said to be necessary or which the Client reasonably understand to be necessary for the execution of the agreement, will be provided to the User. If the execution of the agreement necessary information is not timely provided to User, User has the right to suspend the execution of the agreement and / or the additional costs resulting from the then applicable tariffs the delay on the Client account to bring. Implementation shall not commence until after the Client has made available to the User. User is not liable for damages of any kind, because user is assumed by the client provided false and / or incomplete data.
10. If during the execution of the agreement shows that it is necessary for a proper implementation to amend or supplement, then parties will proceed swiftly and in mutual agreement to amend the agreement. If the nature, scope or content of the agreement, whether or not to request or appointment of the Principal, the competent authorities et cetera, is amended and the contract would be qualitatively and / or quantitatively, this may have consequences for what was originally agreed. This may initially agreed amount can be increased or decreased. User will it as much as possible quotation. By amending the agreement may also specify the initial period of implementation. The Client accepts the possibility of amending the agreement, including the change in price and time of execution.
11. If the agreement is amended, including a supplement, User is entitled to them first to implement after it has been given approval by the authorized person within User and the Client has agreed to the price and other conditions for implementation , including the time then determine which implementation will take. Failure or not immediately implement the amended agreement does not breach of User and is no ground for the Customer to terminate the contract or to cancel.
12. Without being in default, User can refuse a request to amend the agreement if it qualitatively and / or quantitatively consequence for example have to carry out in that context, work or to be delivered.
13. If the client was failing in the proper performance of which he is held by the User, the Customer is liable for all damage to the side of User thereby directly or indirectly.
14. If the User agrees a fixed fee or fixed price with the Client, User is nevertheless always entitled to increase this fee or price without the Client being entitled to terminate the contract to terminate that reason, if the increase in the price resulting from a power or duty under the law or regulations, or is caused by an increase in the price of raw materials, etc. or for other reasons at the conclusion of the agreement were not reasonably foreseeable.
15. If the price other than as a result of a modification of the contract exceeds 10% within three months after the conclusion of the contract, only the client who makes a claim on Title 5 Section 3 of Book 6 BW entitled to terminate the agreement by written notice, unless User
- Then still willing to execute the agreement based on the originally agreed;
- If the price increase resulting from a power user or an obligation under the law;
- If it is stipulated that the delivery will take place more than three months after the conclusion of the contract;
- Or, in the delivery of an item, if it is stipulated that the episode is longer than three months after the sale will take place.

Article 4 Suspension, dissolution and termination of the agreement
1. User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client's obligations under the agreement, not fully or not timely, after the conclusion of the contract user learns of circumstances giving good ground to fear that the Client will not fulfill its obligations if the Client is requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security or insufficient or if the delay on the part the Client User no longer be demanded that he will perform the contract on the terms originally agreed.
2. Furthermore, User is entitled to terminate the agreement if circumstances arise of such a nature that fulfillment of the contract impossible or if there are other circumstances of such a nature that the unaltered maintenance of the agreement can not reasonably User be required.
3. If the agreement is dissolved, the user's claims against the Client are immediately due and payable. If user suspends fulfillment of his obligations, he retains his rights under the law and agreement.
4. If User to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
5. If the dissolution is attributable to the Client, User is entitled to compensation for damages, including costs, thereby directly and indirectly.
6. If the client fails to fulfill obligations under the agreement and this failure justifies termination, User is entitled to terminate the agreement with immediate effect and without any obligation to pay any damages or compensation, while the Client, by virtue of default, or for damages or compensation is required.
7. If the agreement is terminated by User, User will in consultation with the Client, arrange for transfer of additional work to third parties. Unless the termination of the Principal is accountable. If the transfer of work for additional user costs are incurred, they will be charged to the Client. The Client shall pay such costs within the period mentioned, unless indicated otherwise.
8. In the event of liquidation, (application) receivership or bankruptcy of attachment - if and where the herd is not lifted within three months - at the expense of the Client of debt or other circumstance that the client does not longer freely about his ability available, the user is free to the agreement immediately and terminate with immediate effect or to cancel the order or agreement, without any obligation to pay any damages or compensation. The user's claims against the client in that case immediately due and payable.
9. If the Client cancels an order in whole or in part, then the work that was performed and the appropriate ordered or ready-made things, plus the potential to drain and delivery costs and the reserved time for the execution of the agreement, integral to the client be charged.

Article 5 Force Majeure
1. User is not obliged to fulfill any obligation to the client if he is being hampered due to a circumstance that is not due to debt, and neither under the law, a legal action or generally accepted traffic accounted for is coming.
2. Force majeure is defined in these terms and conditions, in addition to that which is in the law and jurisprudence, all external causes, foreseen or unforeseen, which user can not influence but which prevents user is unable fulfill its obligations to come. Strikes in the company of User or third parties. User has the right to invoke force majeure if the circumstance rendering (further) fulfillment of the contract occurs after the user should have fulfilled his obligation.
3. User can persists during the period that the force majeure suspend the obligations under the agreement. If this period lasts longer than two weeks, each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
4. Insofar user at the time of the occurrence of force majeure its obligations under the Agreement has been partially fulfilled or will fulfill, and to fulfill or to meet part independent value, User is entitled to fulfill respectively already fulfilled the to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs
1. Payment must be made within 14 days after the invoice date, in a manner specified by user and in the currency of the invoice, unless otherwise specified by the user. User is entitled to invoice weekly.
2. If the Client defaults in the timely payment of an invoice, then the client is legally in default. The client shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the amount due will be calculated from the moment the client is in default until the moment of payment of the full amount owed.

3. User has the right to have the payments made by the client go first of all to reduce the costs, then deducting the interest and finally to reduce the principal and accrued interest. User can, without being in default, an offer to refuse payment if the client a different order for the allocation of the payment. User can refuse full repayment of principal, if not also the cases and accrued interest and collection costs.
4. The Client is never entitled to settle the amount due to User. Objections to the amount of a bill to suspend the payment obligation. The client who does not appeal to Section 6.5.3 (Articles 231 and 247 of Book 6 BW) is not entitled to the payment of a bill to suspend any other reason.
5. If the client is in default or omission in the (early) to fulfill its obligations, then all reasonable costs incurred in obtaining satisfaction out of court on behalf of the Client. The extrajudicial costs are calculated on the basis of what is common in the Dutch collection, currently under the calculation method II report. If user has made higher costs for collection has been reasonably necessary, the actual costs for reimbursement. Any judicial and execution costs will also be recovered from the Client. The Client is the collection costs also include interest.

Article 7 Retention
1. by delivered remains within the framework of the agreement User property of the Client User until all obligations under the user agreement (s) is properly implemented.
2. supplied by User, that pursuant to paragraph 1. falls under the title, may not be resold and must never be used as payment. The Client is not authorized to pledge under the title falling or encumber in any other way.
3. The Client must always to do what was reasonably expected of him may be to secure the property rights of User. If third parties seize the property delivered or rights to establish or exercise, then the client is obliged to inform user thereof immediately. Furthermore obliges the Client to ensure delivered under retention of title and to keep them insured against fire, explosion and water damage and theft and the policy of this insurance on first request to user for inspection. Any payment of the policy is entitled to these amounts. Insofar as necessary, the Client itself towards User in advance to cooperate with all that that framework was necessary or desirable (appear) to be.
4. In case user in this article to exercise property rights, the Client gives in advance unconditional and irrevocable consent to user and user to designate a third party to enter those places where the property is located and the back to be taken.

Article 8 guarantees, research and advertising, limitation
1. by providing user shall meet the usual requirements and standards that at the time of delivery could be made reasonably and in which they normally use in the Netherlands. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands, the client itself to verify that its use is suitable for use there and meet the conditions which they are made. User may then other guarantees and other conditions in respect of the goods or perform activities to deliver.

2. Paragraph 1 of this Article shall guarantee is valid for a period of one month after delivery, unless otherwise agreed by the nature of the delivered otherwise or parties. If concerns a case which was produced by a third party guarantee by User, then the guarantee is limited to that provided by the producer of the case, unless otherwise indicated.
3. Any form of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the Client and / or third parties when, without written permission from user, the Client or third parties to bring the case have made changes or have tried to, that other cases were confirmed that should not be attached to it or if they were processed or modified other than as prescribed. The Client is not entitled to warranty if the defect is caused by or arising from circumstances where no user can influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
4. The Client is obliged to (do) investigate immediately the moment that things are made available and the relevant activities are carried out. It belongs to investigate the Client or quality and / or quantity of delivered corresponds with what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects within seven days after delivery to be reported in writing to User. Any defects are not visible immediately, but in any event within fourteen days after discovery thereof, be reported in writing to User. The report must contain a detailed description of the defect, so that user is able to respond adequately. The Client must user the opportunity to (do) investigate a complaint.
5. If the client timely complaint, suspend its payment obligation. The Client remains in that case also required to accept and pay for the otherwise ordered and what he has given User.
6. If a defect notification is made, then the Client is no longer entitled to repair, replacement or compensation.
7. If it is established that a case is weak and that respect is timely filed a complaint, then user the poor, within a reasonable time after the return receipt or, if return is not reasonably possible, following notification of the defect by the Principal's discretion user, replace or repair thereof, or replacement fee to the Client. In case of replacement, the Client is obliged to replace the matter to User to return to the ownership of it to User, unless indicated otherwise.
8. If it is established that a complaint is unfounded, then the costs it incurred, including research costs, on the part of the User, for the account of the Client.
9. After the warranty period, all costs for repair or replacement, including administration, postage and wire costs are charged to the Client.
10. Notwithstanding the statutory limitation periods, the limitation of all claims and defenses against User and the User in the performance of a third party, a year.

Article 9 Liability
1. If User is liable, this liability is limited to the stipulations of this provision.
2. User is not liable for damages of any kind, created by User is assumed by or on behalf of the client provided false and / or incomplete data.
3. If user is liable for any damage, then the liability shall be limited to twice the invoice value of the order, at least that part of the order which the liability relates.
4. User's liability is always limited to the amount paid out by its insurer, as appropriate.
5. The user is liable for direct damage.
6. Direct damage is only the reasonable costs of determining the cause and extent of the damage, where the establishment relates to damage under these conditions, any reasonable costs of User to the poor performance to let the agreement, insofar as this can be attributed to user and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these expenses resulted in mitigation of direct damage under these conditions. User shall never be liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User.

Article 10 Safeguard
1. The Client indemnifies the User for any claims by third parties who suffer damages in connection with the execution of the agreement and whose cause other than attributable to User. If User accordingly should be addressed by third parties, the Client is obliged to assist User both outside and in court and immediately what to do for him in that case can be expected. Should the Client fail to take adequate measures, then User, without notice, entitled themselves doing so. All costs and damages on the part of users and third parties are created, are for the account and risk of the Client.

Article 11 Intellectual property
1. User reserves the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. User has the right by the execution of an agreement at his side increased knowledge for other purposes, provided that no strictly confidential information of the Client to third parties.

Article 12 Applicable law and disputes
1. All legal relationships where User is a party, only Dutch law, also if a contract wholly or partly abroad or if the party concerned is domiciled there in the legal relationship. The applicability of the CISG is excluded.
2. The judge in the location of User shall have exclusive jurisdiction to hear disputes, unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to the competent court.
3. The parties will first appeal to the courts after they settle the utmost to solve a dispute by mutual agreement.

Article 13 Location and change policy
1. These conditions are registered with the Chamber of Commerce in Breda
2. Applicable is the last registered version or the version valid at the time of the conclusion of the legal relationship with User.
3. The Dutch text of the general conditions is decisive for its interpretation.