You can download our general terms and conditions (NL) here.
1. Parties
1. KlopPro: KlopPro B.V., registered with the Chamber of Commerce under number 59347414, located in Soest at Oostergracht 7A (3763 LX), user of these general terms and conditions.
2. Further details of KlopPro:
Websites: www.kloppro.nl (including www.webshop.kloppro.nl) / www.praticabenelux.com / www.alto-shaam.nl/ www.modulinebenelux.com
Email: info@kloppro.nl
Phone number: +31 (0)30 2412 021
VAT identification number: NL853433860B01
3. Customer: the (potential) purchaser of goods and/or services offered by KlopPro.
4. Goods: products, particularly kitchen equipment and accessories, that KlopPro sells.
2. Applicability
1. KlopPro declares these general terms and conditions applicable to every offer made by KlopPro and to any agreements, whether arising from it or not, that the parties have entered into with each other. As long as the content of these terms and conditions is not changed, they will also apply to future contractual relationships between the parties.
2. Deviations from these terms and conditions are only valid if explicitly agreed upon in writing by the parties.
3. The Customer's general (purchase) conditions are expressly rejected.
4. Third parties involved by KlopPro in the execution of the agreement can also invoke these general terms and conditions.
5. If one or more provisions (or parts thereof) of these general terms and conditions are null and void, or are annulled, the remaining provisions of these general terms and conditions will remain applicable. In such a case, the parties will enter into consultations to agree on new rules to replace the void or annulled provisions, in which the purpose and intent of the void or annulled provisions will be reflected as much as possible.
3. Offer and Agreement
1. Every offer, whether in the form of a quotation, displayed on the website, or otherwise, is completely and unconditionally non-binding and revocable, and has a validity period of 14 days unless otherwise indicated in writing by KlopPro.
2. Every offer is valid only while supplies last. Therefore, the agreement is expressly entered into under the suspensive and/or resolutive condition of sufficient availability of Goods. If KlopPro must invoke this provision, the Customer is not entitled to any compensation.
3. The prices as stated on the website or in any other form of offer are, unless otherwise indicated, in Euros and exclusive of VAT, delivery, installation, and instruction costs, and subject to taxes, excises, surcharges, and other factors.
4. All statements by KlopPro regarding numbers, sizes, weights, and colors of the Goods in the displayed or provided designs, drawings, images, photos, or models are only indications and are made available by the suppliers of KlopPro. A slight deviation from these in the delivered Goods does not constitute a breach of the agreement on the part of KlopPro.
5. An offer can only be accepted once and therefore does not automatically apply to reorders and/or follow-up assignments.
6. Apparent clerical errors and mistakes in the offer are not binding on KlopPro.
7. A composite quotation does not oblige KlopPro to perform part of the assignment for a corresponding part of the stated price.
8. Every offer is carefully prepared and is based on the information provided by the Customer. If this information turns out to be incorrect, KlopPro is entitled to charge the Customer for all additional costs, such as storage, material, travel, or labor costs, as a result.
9. The agreement is concluded after both parties have signed a written offer, after KlopPro has confirmed a written acceptance, or after KlopPro, or a third party on its behalf, has commenced execution.
10. If an order is placed by multiple Customers, all Customers are jointly and severally bound by the agreement. If KlopPro accepts the order with multiple contractors, each contractor is responsible for their own actions. Article 7:407 paragraph 2 of the Dutch Civil Code is excluded.
11. No rights can be derived from provided energy calculations.
12. Additional work up to 10% of the total contract sum or a specific item/activity/delivery does not require prior approval from the Customer.
13. Drawings, technical descriptions, and calculations made by KlopPro for the assignment remain the property of KlopPro. They may not be handed over or shown to third parties, for example, with the aim of obtaining a similar offer. They may also not be copied or otherwise reproduced. If no order is placed, these documents must be returned to KlopPro at the Customer's expense within 14 days after a request to do so has been made by KlopPro.
4. Delivery/Execution of the Agreement: Sale of Goods
The provisions in Article 4A also apply to the provisions below.
1. KlopPro represents the interests of the Customer within the limits of the given assignment. The assignment generally consists of the delivery of Goods and/or related products and/or the maintenance thereof. KlopPro will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All deliveries by KlopPro are therefore carried out on a best-effort basis, unless and insofar as KlopPro has expressly promised a result in the written agreement, and the specific result is also sufficiently clearly described. Therefore, the fee owed is in no way dependent on the actual results or effects.
2. KlopPro will attempt to fulfill the agreement within the indicated/estimated period. This period is not binding, so the Customer must first give KlopPro notice of default, setting a sufficient and reasonable period for compliance before any remedy can be sought. The Customer cannot dissolve the agreement due to the expiration of this period and is not entitled to compensation. After the expiration of this period, the parties will strive to execute the agreement within a reasonable timeframe.
3. KlopPro is free to have the assignment and/or delivery carried out by third parties. Article 7:404 of the Dutch Civil Code is expressly excluded from the agreement.
4. Delivery of Goods takes place only after the agreement has been concluded. The risk of loss or depreciation of the Goods to be delivered passes to the Customer from the moment they are made available to them or would have been made available but for a delay caused under the Customer's responsibility. This applies regardless of whether the transfer of ownership has already taken place.
5. KlopPro is entitled to execute the agreement in different phases and to invoice the part thus executed separately. If the agreement is executed in phases, KlopPro may suspend the execution of the parts that belong to a subsequent phase until the Customer has approved the results of the preceding phase in writing. After approval, KlopPro cannot be held liable for defects that could reasonably have been known at the time of approval.
6. Without being in default, KlopPro may refuse a request to amend the agreement if this could have a qualitative and/or quantitative impact, for example, on the work to be performed or the Goods to be delivered.
7. If KlopPro is responsible for delivery, the Customer must provide a delivery address where KlopPro can deliver the Goods on the specified date or another working day. If the Customer is not present at the specified date when the Goods are delivered, the costs of offering the Goods at a subsequent time will be borne by the Customer.
8. The Customer indemnifies KlopPro against all third-party claims for liability resulting from a defect in the services or delivery of Goods provided by KlopPro to the Customer and which the Customer has delivered to a third party.
9. In the case of delivery, it is expressly carried out under the most recent Incoterms EXW (Ex Works/Ex Factory).
4A. Delivery/Execution of the Agreement: Service and Maintenance
The provisions in Article 4 also apply to the provisions below.
1. Unless expressly agreed otherwise in writing, KlopPro has the freedom to choose the materials or methods to be used in executing the assignment at any time. Therefore, KlopPro is free to decide, before or during the execution of the agreement, to use different materials or methods.
2. The Customer accepts that the timeline of the assignment may be affected if the parties decide to change the approach, method, or scope of the assignment during its execution, and the resulting work. If the Customer necessitates changes during the execution of the assignment, KlopPro will make the necessary adjustments on the Customer's behalf. If this leads to additional work, KlopPro will charge the Customer for this as an additional assignment. KlopPro may charge the Customer for the extra costs resulting from changes to the assignment, unless the change or addition is due to circumstances attributable to KlopPro. This latter situation does not lead to a reduction of the principal amount(s).
3. KlopPro provides service/maintenance services based on a service contract or on a one-off basis for which KlopPro's applicable rates apply.
4. Scheduled maintenance work will be notified by KlopPro at least 24 hours in advance. KlopPro is not required to provide notice for necessary maintenance work. Performing maintenance work may have (temporary) consequences for availability. The Customer agrees to this and will indemnify KlopPro in this regard.
5. The hours for performing maintenance are, unless otherwise agreed, on working days between 09:00 and 17:00. A different rate applies for work outside office hours. KlopPro has the authority to change or shorten the hours for performing maintenance. If KlopPro wishes to use this authority, it will notify the Customer in writing in a timely manner.
6. Maintenance generally takes place at the Customer's location. Work that reasonably cannot be carried out at the Customer's location will be performed elsewhere, for example, at KlopPro's premises.
7. Maintenance can, if possible, take place through remote diagnosis and support. The Customer will always cooperate by providing the necessary equipment, software, and communication facilities internally and making them available to KlopPro. The choice of maintenance method always lies with KlopPro.
8. The replacement of defective parts is at the Customer's expense. Replacement parts will be charged separately unless otherwise agreed. All replaced items become the property of KlopPro.
9. The Customer is required to allow KlopPro's personnel or third parties engaged by it to perform the necessary work and to provide all further cooperation reasonably expected. The Customer will always grant the KlopPro technician, or the technician of third parties working on behalf of KlopPro, access to the location where the Goods are situated in order to perform the necessary service work.
10. KlopPro does not guarantee that the Goods will never have minor defects that hinder their use, without prejudice to its obligation to repair such defects.
11. At the Customer's request, KlopPro will also make efforts to remedy incidents with the Goods, even in circumstances that are not covered by the agreed service contract or otherwise fall under KlopPro's responsibility. The costs of this repair will be charged based on actual costs.
12. The Customer is not allowed to move the Goods covered by a service contract without KlopPro's express written permission. All prices and times are based on factors prevailing at the time of the offer or the conclusion of the agreement, including the specified location. In the event of a relocation, KlopPro has the right to terminate the service contract or adjust the indicated times and reasonably increase the rate due to longer labor and/or travel time.
13. For a repair, KlopPro provides a 3-month warranty on the repair and the replaced parts. This warranty period begins when the technician has repaired the device. No warranty is provided for cleaning or maintenance services, as well as for repairs to devices with lightning, water, or moisture damage, unless expressly stated otherwise in writing.
14. If the same problem occurs within 3 months after the repair, this falls under the warranty. In that case, the Customer can make a new appointment to have the problem repaired free of charge. If a new problem arises within 3 months after the repair and the service technician determines that it is a new issue, it will not be covered by the warranty.
15. For warranty on repairs and parts, KlopPro assumes fair use. Cases of misuse or neglect are excluded from the warranty conditions.
5. Obligations of the Customer
1. The Customer shall enable KlopPro to execute the agreement. The Customer is obligated to provide the necessary cooperation for the execution of the agreement by KlopPro. This includes, among other things:
a) Being present at the address (delivery address) specified by the Customer on the agreed (delivery) date;
For work to be performed on-site:
b) Ensuring that KlopPro can timely obtain the necessary approvals for the assignment (such as permits/permissions, etc.) and the data to be provided for the assignment;
c) Providing connection facilities for the energy, gas, and water required for the assignment. The costs for electricity, gas, and water are borne by the Customer;
d) Ensuring that work and/or deliveries to be carried out by third parties, which are not part of KlopPro's assignment, are performed in such a way and in a timely manner that the execution of the assignment is not delayed;
e) Arranging the work area in such a way, in connection with the on-site work, that KlopPro can immediately start the assignment upon arrival;
f) KlopPro must always be able to access the object where the work is performed. Therefore, the Customer must be present during the execution of the assignment or provide access, for example, by providing a key;
g) Refraining from imposing conditions on accessing the object and/or the space where the work is performed by KlopPro, including conditions regarding clothing and materials to be used;
h) Ensuring that KlopPro has sufficient opportunity for the supply, storage, and/or removal of construction materials and tools.
2. If the obligations in paragraph 1 are not fulfilled (on time), the Customer must inform KlopPro in a timely manner. KlopPro is entitled to charge the Customer for the additional costs incurred, such as storage, travel, or labor costs, resulting from this.
3. If the obligations in paragraph 1 are not fulfilled (on time), KlopPro is not obliged to compensate the Customer for damages resulting from delays in delivery or performance.
4. The Customer ensures that all data that KlopPro indicates is necessary or that the Customer reasonably should understand is necessary for the execution of the agreement, is provided to KlopPro in a timely manner. The Customer bears the risk and responsibility for the correct and timely provision of the required information and its content, regardless of how the Customer provides it. If the necessary data is not provided to KlopPro on time, KlopPro has the right to suspend the execution of the agreement and/or charge the Customer for any additional costs resulting from the delay according to the usual rates.
5. Before execution, the Customer must provide KlopPro with the agreed and necessary items and information, such as drawings, calculations, and execution instructions. KlopPro will assess these to the best of its knowledge. However, KlopPro is not liable for damage arising from work performed based on incorrect information and materials provided by the Customer.
6. The Customer expressly bears the risk for damage caused by:
a) Inaccuracies in the constructions and methods requested by the Customer;
b) Defects in the (immovable) property where the assignment is performed;
c) Defects in materials or tools provided by the Customer.
7. The Customer guarantees that digitally provided materials are secure and do not contain viruses or other harmful content that could damage KlopPro’s or third parties' computer systems and software in any way.
8. The Customer will strictly adhere to all applicable regulations, usage instructions, and guidelines for the Goods, including the instructions given in these general terms and conditions and the user manual of the Goods. The Customer is liable for any damage resulting from non-compliance or incomplete compliance with the above usage instructions and guidelines.
6. Retention of Title
1. Ownership of the sold Goods shall pass to the Customer only after the Customer has fully satisfied all amounts owed to KlopPro under the agreement, including not only the purchase price but also any additional costs and extrajudicial collection costs.
2. Due to this retention of title, the Customer is not entitled to dispose of or encumber the Goods with, for example, a pledge.
3. The Customer commits to inform KlopPro promptly and adequately in the event of a threatened bankruptcy, suspension of payments, debt restructuring, or if third parties are threatening to seize any of the Goods delivered under retention of title. The Customer is also obliged to adequately insure the Goods delivered under retention of title against damage and theft.
4. If the Customer defaults on any obligation under the agreement, the Customer is obliged, upon request of KlopPro, to provide all necessary cooperation to enable KlopPro to regain control of the delivered Goods. This also includes the potential obligation to uninstall and return the Goods at the Customer’s expense, if requested by KlopPro.
7. Prices and Payment: Sale of Goods
1. This agreement has been established in good faith. By concluding the agreement, the parties consider the prices to be reasonable and fair.
2. Unless otherwise agreed, the Customer must pay the full amount due before delivery. If payment is made by invoice, it must be settled within 14 days of receipt via bank transfer. KlopPro is entitled to issue the invoice immediately after the conclusion of the agreement.
3. In the event of exceeding the agreed payment term, KlopPro is immediately entitled to charge the Customer a late payment interest of 1% per month on the principal amount, as well as an irreducible amount for extrajudicial collection costs. The latter costs amount to 15% of the outstanding principal with a minimum of EUR 40, excluding VAT.
4. Without express written consent from KlopPro, the Customer is not allowed to apply set-off and/or suspension and/or withholding of payments concerning their payment obligations. Therefore, the Customer cannot claim any right of retention.
5. All prices are based on the factors applicable at the time of pricing or the conclusion of the agreement, including tax burdens, levies, raw material, energy, fuel, and material prices, import duties, transport/freight costs, and exchange rates of or against the Euro. If, after the conclusion of the agreement but before delivery by KlopPro, there are changes in one or more of these price-determining factors (generally or in any case calculated by the fixed/usual supplier of KlopPro) that result in an increase of 5% or more in the cost price of a factor, KlopPro is always entitled to adjust the agreed price during the agreement in accordance with this increase. The parties explicitly consider this circumstance as unforeseen.
7A. Prices and Payment: Service and Maintenance
1. This agreement has been established in good faith. By concluding the agreement, the parties consider the prices to be reasonable and fair.
2. Repairs up to and including €1,499 will be carried out by KlopPro's technician without prior consultation with the Customer. The Customer cannot claim any rights from not paying the invoice if they do not agree with the performed work. For major repairs starting at €1,500 excluding VAT, KlopPro's policy is to provide a price estimate in advance with the minimum expected repair costs. The Customer must give written approval for this estimate.
3. In the event of exceeding the agreed payment term, KlopPro is immediately entitled to charge the Customer a late payment interest of 1% per month on the principal amount, as well as an irreducible amount for extrajudicial collection costs. The latter costs amount to 15% of the outstanding principal with a minimum of EUR 40, excluding VAT.
4. Without express written consent from KlopPro, the Customer is not allowed to apply set-off and/or suspension and/or withholding of payments concerning their payment obligations. Therefore, the Customer cannot claim any right of retention.
5. All prices are based on the factors applicable at the time of pricing or the conclusion of the agreement, including tax burdens, levies, raw material, energy, fuel, and material prices, import duties, transport/freight costs, and exchange rates of or against the Euro. If, after the conclusion of the agreement but before delivery by KlopPro, there are changes in one or more of these price-determining factors (generally or in any case calculated by the fixed/usual supplier of KlopPro) that result in an increase of 5% or more in the cost price of a factor, KlopPro is always entitled to adjust the agreed price during the agreement in accordance with this increase. The parties explicitly consider this circumstance as unforeseen.