General terms and conditions

General terms and conditions Klink International BV

Created on June 29, 2022.

General Terms and Conditions Klink International BV, located at Reulver 55, 7544 RT, Enschede, registered with the Chamber of Commerce under number 94934916.

Definitions

In these General Terms and Conditions, the following terms are used in the following meaning, unless expressly stated otherwise.

General Terms and Conditions : The general terms and conditions as stated below.

Smartklink : Klink International BV, registered with the Chamber of Commerce under number 94934916.

Company : The Counterparty acting in the exercise of a business or profession.

Consumer : The Counterparty not acting in the exercise of a business or profession.

Distance selling : The agreement between the other party and Smartklink, whereby, within the framework of a distance selling system organised by Smartklink, exclusive use is made of one or more techniques for distance communication, such as a website, telephone or other means of communication, to conclude the agreement.

Agreement : Any agreement concluded between Smartklink and the other party.

Product : All matters that are the subject of the agreement concluded between the Counterparty and Smartklink.

Voucher : A voucher that meets the authenticity features and upon presentation of which the other party obtains the product without payment or at a discount.

Counterparty : The party that has accepted these general terms and conditions and has purchased the product. Counterparty means both Consumers and Companies.

Article 1 Scope

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Smartklink and the Other Party, unless the parties have expressly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with Smartklink, for the execution of which third parties must be involved.
The applicability of any purchasing or other General Terms and Conditions of the Other Party is expressly rejected.
If it has been established that one or more provisions in these General Terms and Conditions are void or voidable, the General Terms and Conditions will remain in force for all other purposes. In the event of this situation, Smartklink and the Counterparty will enter into consultation with the aim of agreeing on new provisions to replace the void or voided provisions.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been agreed upon in writing and expressly with Smartklink.
If Smartklink does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Smartklink in any way loses the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Offers and/or quotations

Offers and/or quotations are made in writing and/or electronically, unless urgent circumstances make this impossible.
All offers and/or quotations from Smartklink are without obligation, unless a term for acceptance is stated in the offer and/or quotation. If a term for acceptance is stated in the offer and/or quotation, the offer and/or quotation will lapse when this term has expired.
Smartklink cannot be held to its offers and/or quotations if the Other Party, according to terms of reasonableness and fairness and generally accepted views in society, should have understood that the offer and/or quotation or a part thereof contained an obvious mistake or error.
If the acceptance, whether or not on minor points, deviates from the offer included in the offer and/or quotation, Smartklink is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Smartklink indicates otherwise.
A composite quotation does not oblige Smartklink to supply part of the items included in the offer and/or quotation for a corresponding part of the stated price.
Offers and/or quotations do not automatically apply to future orders or repeat orders.

Article 3 Establishment and amendment of agreement

The Agreement is concluded by timely acceptance by the Other Party of the offer and/or quotation from Smartklink.
If during the execution of the Agreement it appears that it is necessary to change or supplement the Agreement for proper execution, Smartklink will inform the Other Party of this as soon as possible. The parties will then proceed to adjust the Agreement in a timely manner and in mutual consultation.
If the parties agree that the Agreement will be amended or supplemented, the time of completion of the execution may be affected. Smartklink will inform the Other Party of this as soon as possible.
If the amendment or addition to the Agreement will have financial, quantitative and/or qualitative consequences, Smartklink will inform the Other Party about this in advance.
If a fixed price has been agreed, Smartklink will indicate to what extent the change or addition to the Agreement affects the price. In this case, Smartklink will try to provide a price quote in advance, as far as possible.
Smartklink will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Smartklink.
Changes to the originally concluded Agreement between the Counterparty and Smartklink are only valid from the moment that these changes have been accepted in writing by both parties by means of a supplementary or amended Agreement.

Article 4 Execution of agreement

Smartklink has the right to have the Agreement performed by third parties.
Smartklink has the right to execute the Agreement in phases.
The Counterparty shall provide Smartklink in a timely manner with all data or instructions that are necessary for the performance of the Agreement or which the Counterparty should reasonably understand are necessary for the performance of the Agreement.
If the foregoing information and instructions are not provided or not provided in a timely manner, Smartklink has the right to suspend the execution of the Agreement. The additional costs incurred due to the delay shall be borne by the Other Party.

Article 5 Prices

Prices are expressed in euros, including VAT and other government levies, unless otherwise stated.
Prices exclude travel, accommodation, packaging, delivery or shipping costs and administration costs, unless otherwise stated. For deliveries outside the Netherlands, Smartklink charges additional shipping and delivery costs.
Smartklink will inform the Other Party in good time before concluding the Agreement of all additional costs or provide information on the basis of which these costs can be calculated by the Other Party.

Article 6 Price change

If Smartklink agrees a fixed price with the Counterparty when concluding the Agreement, Smartklink is entitled to increase the price, even if the price was not originally given subject to reservation.
If Smartklink intends to change the price, it will inform the Other Party of this as soon as possible.
If a price increase occurs within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:
the price increase results from a power or an obligation resting on Smartklink under the law;
Smartklink is still prepared to execute the Agreement on the basis of what was originally agreed;
it has been agreed that delivery will take place more than three months after the purchase.
The Counterparty has the right to terminate the Agreement if the price is increased more than three months after the conclusion of the Agreement, unless it has been agreed in the Agreement that delivery will take place more than three months after the purchase.

Article 7 Distance Selling

This provision only applies to the Counterparty in its capacity as Consumer.
In the case of a Distance Purchase, delivery must take place within thirty calendar days.
In the event of a Distance Purchase, Smartklink has the right to oblige the Other Party to make an advance payment of up to 50 percent of the price.
In the event of a Distance Purchase, the Counterparty has the right to revoke the Agreement within fourteen calendar days after receipt of the items delivered by Smartklink, without giving any reason.
In the event of a Distance Purchase, the Counterparty has the right to revoke the Agreement after thirty calendar days if Smartklink has not delivered the product within thirty calendar days, unless the parties have agreed on a different delivery period.
If Smartklink has not fulfilled its information obligation or has not provided data in the correct form, the Counterparty has the right to terminate the Agreement within one year after receipt of the items delivered by Smartklink, without giving reasons. If Smartklink still fulfils its information obligation within one year, the term of fourteen calendar days will start on the day after it has finally fulfilled that obligation.
The Counterparty may revoke the Agreement by entering into a contract with Smartklink via info@smartklink.nl or in a manner chosen by the Counterparty itself.
If the Counterparty returns the delivered goods, the Counterparty must return the goods in proper packaging, with all delivered accessories and in their original condition. The shipping costs of the return are at the risk and expense of the Counterparty.
If the Counterparty has made partial use of its right of withdrawal, the shipping costs will not be reimbursed.
If the Counterparty has made use of its right of withdrawal, the Counterparty is obliged to return the goods within fourteen calendar days because the Counterparty has informed Smartklink that it is withdrawing from the agreement.
If the Counterparty has exercised its right of withdrawal, Smartklink will refund the full amount paid, including the shipping costs paid, no later than fourteen calendar days after the termination of the Agreement, provided that the returned product has been received in good order.
If the items are not available, Smartklink will inform the Counterparty as soon as possible and Smartklink will refund the down payment within fourteen calendar days at the latest. If Smartklink and the Counterparty agree that an item of similar quality and price may be delivered, the shipping costs for returning will be borne by Smartklink. The foregoing only applies if the Counterparty uses its right of withdrawal during the cooling-off period.
The provisions of this Article shall not apply if the Agreement relates to:

sealed products of which the Counterparty has broken the seal;
hygienic products of which the Counterparty has broken the seal;
products that are delivered within the cooling-off period with the consent of the Other Party;
products which cannot be returned due to their nature;
products that can spoil or become obsolete quickly;
products of a personal nature;
custom made products.

Article 8 Delivery

Delivery to the Counterparty in the capacity of Consumer takes place when the matter is placed in the power of the Counterparty. After delivery, the risk of the matter passes to the Counterparty.
Delivery to the Counterparty in the capacity of Company takes place when the item is made available to the Counterparty. After delivery, the risk of the item passes to the Counterparty.
Delivery will take place ex Smartklink or at the address specified by the Other Party, unless otherwise agreed.
The Counterparty is obliged to accept the purchased items at the time they are handed over to him, unless this entails serious objections or unreasonable costs.
If the Counterparty refuses to accept the item at the place of delivery or is negligent in providing information or instructions necessary for the delivery, the items intended for delivery will be stored at the risk and expense of the Counterparty, after Smartklink has informed the Counterparty thereof.

Article 9 Delivery times

Delivery will take place within a period specified by Smartklink. If a period has been agreed or specified for the delivery of the item, this period is only indicative and can never be considered a fatal period.
If Smartklink requires data or instructions from the Counterparty that are necessary for the delivery, the delivery time commences after the Counterparty has provided these to Smartklink.
If the delivery period is exceeded, the Counterparty must notify Smartklink in writing of the default, whereby Smartklink will still be offered a reasonable period to deliver the item.
A notice of default is not required if delivery has become permanently impossible or it has otherwise become apparent that Smartklink will not fulfil its obligations under the Agreement. If Smartklink does not deliver within this period, the Other Party has the right to terminate the Agreement without judicial intervention and/or to claim damages.

Article 10 Transfer of risk to consumers

The items that are the subject of the Agreement are at the expense and risk of Smartklink until the time at which the items are placed in the power of the Counterparty in the capacity of Consumer. The risk of loss, damage or depreciation of items that are the subject of the Agreement is transferred to the Counterparty at the time at which the items are placed in the power of the Counterparty in the capacity of Consumer or a third party to be designated by the Counterparty.
The items that are the subject of the Agreement until the time of making the items available to the Counterparty in the capacity as Company are at the expense and risk of Smartklink. The risk of loss, damage or depreciation of items that are the subject of the Agreement is transferred to the Counterparty in the capacity as Company at the time that the items are made available to the Counterparty or a third party to be designated by the Counterparty.

Article 11 Payment

Payment shall be made by transfer to a bank account designated by Smartklink or in cash at the time of purchase or delivery, unless otherwise agreed.
Payment for services must in principle be made in advance, unless otherwise agreed.
If payment afterwards has been agreed, payment must be made within 14 days after the invoice date, in a manner specified by Smartklink and in the currency in which the invoice was issued, unless otherwise agreed.
Smartklink and the Counterparty may agree that payment will be made in installments. If payment in installments has been agreed, the Counterparty must pay according to the terms and percentages as set out in the Agreement.
The Counterparty is not authorised to deduct any amount from the amount due on account of a counterclaim asserted by it.
Objections to the amount of the invoice do not suspend the payment obligation.
After 14 days have elapsed after the invoice date, the Counterparty will be in default by operation of law, without notice of default. From the moment of default, the Counterparty will owe interest of 2% per month on the amount due, unless the statutory interest is higher.
In the event of bankruptcy, suspension of payments or guardianship, Smartklink's claims and the Counterparty's obligations towards Smartklink are immediately due and payable.

Article 12 Collection costs

If the Counterparty is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Counterparty.
With regard to extrajudicial (collection) costs, Smartklink, insofar as the Counterparty acts in the capacity of a Company, in deviation from article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, is entitled to compensation of 15% of the total outstanding principal sum with a minimum of € 90 for each invoice that has not been paid in full or in part.
With regard to extrajudicial (collection) costs, Smartklink is entitled, insofar as the Counterparty acts in the capacity of Consumer, to the statutory maximum permitted compensation as determined in the Decree on compensation for extrajudicial (collection) costs.
To the extent that the Counterparty acts in the capacity of Consumer, Smartklink will only be entitled to compensation for extrajudicial (collection) costs after Smartklink has sent the Counterparty a reminder to pay the outstanding invoice or invoices within 14 days after the default has occurred.
Any reasonable legal and enforcement costs incurred shall also be borne by the Other Party.

Article 13 Voucher

A Voucher can only be spent at Smartklink.
The Counterparty must keep a Voucher carefully. No compensation will be paid in case of theft or loss.
A voucher is only valid during its validity period. The validity period is stated on the voucher.
Vouchers cannot be returned or exchanged for cash.
In case of Distance Purchase, vouchers can be returned within fourteen days. After this period, vouchers cannot be returned or exchanged for money.

Article 14 Retention of title

All items delivered by Smartklink under the Agreement remain the property of Smartklink until the Other Party has properly fulfilled and fully paid what it owes under the Agreement.
The amount owed also includes: reimbursement of all costs and interest, including those for previous and subsequent deliveries and services rendered, as well as claims for damages due to failure to comply.
As long as ownership of the delivered goods has not been transferred to the Other Party, the Other Party may not resell, pledge or otherwise encumber that which is subject to the retention of title, except within the normal exercise of its business.

Article 15 Suspension

If the Counterparty fails to fulfil an obligation under the Agreement, fails to fulfil it in full or fails to fulfil it in a timely manner, Smartklink shall have the right to suspend the fulfilment of the corresponding obligation. In the event of partial or improper fulfilment, suspension shall only be permitted to the extent that the shortcoming justifies this.
Furthermore, Smartklink is authorized to suspend the fulfillment of the obligations if:
after the conclusion of the Agreement, Smartklink has become aware of circumstances that give good reason to fear that the Other Party will not fulfil its obligations;
the Counterparty was requested to provide security for the fulfilment of its obligations under the Agreement when concluding the Agreement and this security is not provided or is insufficient;
circumstances arise which are of such a nature that compliance with the Agreement is impossible or that Smartklink cannot reasonably be expected to maintain the Agreement unchanged.
Smartklink reserves the right to claim damages.

Article 16 Dissolution

If the Counterparty fails to fulfil an obligation under the Agreement, fails to fulfil it in full, fails to fulfil it on time or fails to fulfil it properly, Smartklink is entitled to terminate the Agreement with immediate effect, unless the shortcoming does not justify termination due to its minor significance.
Furthermore, Smartklink is entitled to terminate the Agreement with immediate effect if:
after the conclusion of the Agreement, Smartklink has become aware of circumstances that give good reason to fear that the Other Party will not fulfil its obligations;
the Counterparty was requested to provide security for the fulfilment of its obligations under the Agreement when concluding the Agreement and this security is not provided or is insufficient;
due to the delay on the part of the Counterparty, Smartklink can no longer be required to fulfil the Agreement under the originally agreed conditions;
circumstances arise which are of such a nature that compliance with the agreement is impossible or that Smartklink cannot reasonably be expected to maintain the agreement unchanged;
the Counterparty is declared bankrupt, files a request for suspension of payments, requests application of debt restructuring for natural persons, is confronted with a seizure of all or part of its property;
the Counterparty is placed under guardianship;
the Counterparty dies.
Dissolution shall take place by means of written notice without judicial intervention.
If the Agreement is terminated, Smartklink's claims against the Other Party shall become immediately due and payable.
If Smartklink terminates the agreement on the basis of the foregoing grounds, Smartklink is not liable for any costs or damages.
If the termination is attributable to the Counterparty, the Counterparty is liable for the damage suffered by Smartklink.

Article 17 Force Majeure

A shortcoming cannot be attributed to Smartklink or the Counterparty, as the shortcoming is not due to their fault, nor is it their responsibility under law, legal act or generally accepted views. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
Force majeure is understood in these General Terms and Conditions to mean, in addition to what is understood in this area in law and case law, all external causes, foreseen or unforeseen, over which Smartklink has no influence and which prevent Smartklink from fulfilling its obligations.
Circumstances considered to constitute force majeure include: strikes, lockouts, fire, water damage, natural disasters or other external disasters, mobilization, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machine parts, lack of labor, as well as any circumstances that hinder normal business operations as a result of which Smartklink cannot reasonably be expected to fulfill the Agreement from the Other Party.
Smartklink also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after Smartklink should have fulfilled its obligation.
In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they liable for any damages.
Both Smartklink and the Counterparty may suspend the obligations under the Agreement in whole or in part during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to terminate the Agreement with immediate effect, by means of written notice, without judicial intervention, and without the parties being able to claim any compensation.
If the force majeure situation is temporary, Smartklink reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to terminate the Agreement extrajudicially.
If Smartklink has partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, Smartklink is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Article 18 Guarantees

Smartklink guarantees that the delivered goods correspond to the agreement. Smartklink also guarantees that the delivered goods meet the usual requirements and standards that can reasonably be set for them and that the goods have the properties that, all circumstances considered, are necessary for normal use.
Smartklink provides a 2-year warranty, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
The warranty stated in these General Terms and Conditions applies to use in the Netherlands and Belgium.
If the delivered item has been produced by a third party, the warranty provided by this third party applies, unless otherwise stated.
If the delivered Product does not meet the warranty, Smartklink will, after notification of this, replace or repair the Product free of charge within a reasonable period after receipt.
Once the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be borne by the Other Party.
Any form of guarantee shall lapse if a defect has arisen as a result of unskilled use or lack of care, or if it is a result of changes made to the delivered goods by the Other Party or third parties. Smartklink is also not responsible for any damage that may arise as a result of these defects.
The guarantee also lapses if the defect is caused by or is the result of circumstances over which Smartklink has no influence. These circumstances include weather conditions.

Article 19 Research and advertising

The Counterparty is obliged to examine the delivered goods at the time of delivery, but in any case within 14 days after delivery. In doing so, the Counterparty must examine whether the quality and quantity of the delivered goods correspond with what was agreed, or at least meet the requirements that apply to them in normal commercial transactions.
Visible defects and shortages must be reported to Smartklink in writing within 14 days after delivery of the Product. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.
Non-visible defects and shortages must be reported to Smartklink within 14 days of discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.
The right to (partial) refund of the price, repair or replacement of the Product or compensation shall lapse if defects are not reported within the specified period, unless a longer period arises from the nature of the Product or from the circumstances of the case.
The payment obligation will not be suspended if the Counterparty notifies Smartklink of the defect within the specified period.
If a complaint is made in a timely manner, the Other Party remains obliged to accept and pay, unless there is no independent value attached to the goods.

Article 20 Liability

Smartklink is only liable for direct damage caused by deliberate recklessness or intent of Smartklink. Direct damage must be understood exclusively as:
material damage to the property of the Counterparty;
reasonable costs incurred by the Counterparty to determine liability and (the extent of direct) damage;
reasonable costs that the Counterparty has reasonably incurred, and could and should reasonably have incurred, to prevent or limit the damage, to the extent that the Counterparty demonstrates that these costs have led to a limitation of the direct damage;
reasonable costs that the Counterparty has reasonably incurred in order to obtain satisfaction out of court, as referred to in Article 6:96 paragraph 1, sub c of the Dutch Civil Code;
Smartklink is never liable for indirect damage, including in any case consequential damage, lost profit, missed savings, business stagnation or immaterial damage of the Other Party. In the case of consumer purchases, this limitation does not extend further than that permitted pursuant to article 7:24 paragraph 2 of the Dutch Civil Code.
Smartklink is not liable for damage of any nature whatsoever resulting from Smartklink having assumed incorrect and/or incomplete information provided by the Other Party, unless Smartklink should have been aware of this incorrectness or incompleteness.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Smartklink or its managerial subordinates.
If Smartklink is liable for any damage, Smartklink's liability is limited to €50,000 or to the amount covered by Smartklink's insurance, plus the deductible borne by Smartklink under the insurance.
The Counterparty must report any damage for which Smartklink can be held liable to Smartklink as soon as possible, but in any case within 10 days after the damage occurred, under penalty of forfeiture of any right to compensation for this damage.
Any claim for liability against Smartklink shall lapse within one year after the Counterparty became aware of the damaging event or could reasonably have been aware of it.

Article 21 Indemnity

The Counterparty shall indemnify Smartklink against any claims by third parties who suffer damage in connection with the performance of the Agreement and which is attributable to the Counterparty.
If Smartklink is approached by third parties, the Counterparty is obliged to assist Smartklink both outside and in court. All costs and damages on the side of Smartklink and third parties are further at the expense and risk of the Counterparty.

Article 22 Limitation period

In deviation from the statutory limitation periods, a limitation period of one year applies to all claims against Smartklink and third parties engaged by Smartklink (if applicable).
The foregoing does not apply to claims based on the non-compliance of the delivered item with the Agreement. In this case, the claims will expire after two years after the Counterparty has informed Smartklink about the defect of the delivered item.

Article 23 Intellectual property

Smartklink reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations.
Smartklink reserves the right to use any knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 24 Privacy and cookies

Smartklink will store the data and information that the Counterparty provides to Smartklink carefully and confidentially.
Smartklink may only use the personal data of the Counterparty in the context of the performance of its delivery obligation or the handling of a complaint.
When visiting our website, Smartklink may collect information from the Counterparty about the use of the website by means of cookies.
The information that Smartklink collects through cookies can be used for functional and analytical purposes.
Smartklink is not permitted to lend, rent, sell or otherwise disclose the personal data of the Counterparty.
If Smartklink is required to provide confidential information to third parties on the basis of a statutory provision or a court ruling, and Smartklink cannot rely on a statutory right of refusal or a right of refusal recognized or permitted by the competent court, Smartklink is not obliged to pay damages or compensation. The Other Party is also not entitled to terminate the Agreement on the basis of any damage that has arisen as a result.
The Counterparty agrees that Smartklink may approach the Counterparty for statistical research or customer satisfaction research. If the Counterparty does not wish to be approached for research, the Counterparty may make this known.
Smartklink reserves the right to use the other data of the Counterparty anonymously for (statistical) research and database purposes.

Article 25 Newsletter

The Counterparty can register for the newsletter.
The newsletter keeps the Counterparty informed of the latest news and most recent developments.
The Counterparty will receive the newsletter by post and by email.
The Counterparty may unsubscribe from the newsletter at any time in writing or via the hyperlink. The Counterparty will then no longer receive messages.

Article 26 Amendment of general terms and conditions

Smartklink has the right to unilaterally change these general terms and conditions.
Changes will also apply to agreements already concluded.
Smartklink will notify the Counterparty of the changes by email.
The changes to the general terms and conditions will come into effect thirty days after the Counterparty has been notified of the changes.
If the Counterparty does not agree with the announced changes, the Counterparty has the right to terminate the agreement.

Article 27 Applicable law and disputes

All legal relationships in which Smartklink is a party are exclusively governed by Dutch law. This also applies if an obligation is performed in whole or in part abroad or if the Other Party has its place of residence abroad.
The applicability of the Vienna Sales Convention is excluded.

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