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GENERAL CONDITIONS KEIRETSU EUROPE.NL
Keiretsu Europe B.V.: Legal owner of the products listed keiretsu.nl.
Customer: client or anyone entering into an agreement with Keiretsu Europe B.V., or wanting to do so, or to whom Keiretsu Europe B.V. makes an offer, or carries out a delivery or service, as well as his successors in title or beneficiaries.
Article 1. Applicability
1.1 The present general conditions are applicable to all offers and agreements between Keiretsu Europe B.V. and the customer, regardless of their nature, as well as to the arrangements flowing from them. Deviations can only be agreed on with Keiretsu Europe B.V. in writing.
1.2 If Keiretsu Europe B.V. does not constantly require strict compliance with these conditions, this does not imply that the present conditions are not applicable, or that Keiretsu Europe B.V. would forfeit the right in the future to demand, in events that may or may not be similar, strict observance of these conditions.
1.3 If any provision of these general conditions, for whatever reason, may turn out to be invalid or inapplicable, these conditions will otherwise remain effective.
Purchasing- and other conditions which client declares applicable do not bind Keiretsu Europe B.V., unless they have been accepted in written form by Keiretsu Europe B.V. Such acceptance may not be deducted from the circumstance in which Keiretsu Europe B.V. leaves unchallenged an announcement on the part of customer that he does not accept the conditions of Keiretsu Europe B.V., and that he declares applicable his own conditions.
Article 2 Offers
2.1 All offers and quotations made by Keiretsu Europe B.V., in whatever form, are based on the description of the products on offer and/or services customer.
2.2 An offer is only binding if it was issued in writing by Keiretsu Europe B.V. under specification of a term within which the offer is open for acceptance.
Keiretsu Europe B.V. reserves itself the right to impose conditions on the execution of the order. On request, Keiretsu Europe B.V. will inform the customer on the reason behind this decision in writing.
Article 3. Agreement
3.1 The agreement becomes effective, on condition of the provisions of Article 2, at the moment the offer is accepted by the customer and all conditions pertaining to it have been complied with.
3.2 If the customer has accepted the offer by electronic means, Keiretsu Europe B.V. will forthwith confirm reception of the acceptance of the offer. As long as reception of this acceptance has not been confirmed, the customer may cancel the agreement.
3.3 Keiretsu Europe B.V. may seek information – within the limits of the law – on the ability of the customer to comply with his payment obligations, as well as on all those facts and factors that are important for the responsible adoption of the distance contract. If Keiretsu Europe B.V. has valid reasons on the grounds of this investigation to not enter into the agreement, it has the right to refuse an order or request in substantiated form, or to impose special conditions on its execution.
3.4 Additions and modifications to an agreement are only binding for Keiretsu Europe B.V. to the extent they have been confirmed in writing by Keiretsu Europe B.V.
Keiretsu Europe B.V. is authorised, in case it considers such necessary or desirable for the proper execution of the assignment granted to it, to engage third parties. The cost of this will be passed on to the customer in conformity with the pricing scheme that was made available.
Article 4. Prices
4.1 The prices for the products and services on offer are listed in euros, are inclusive of VAT, and exclusive of shipment costs, any possible additional taxes or other levies, unless specified or agreed on in writing otherwise. Administration- and shipment costs, possible additional taxes or other levies are calculated per product. Recommended prices are set through consultation with the manufacturer and/or supplier. No rights can be derived from them.
Keiretsu Europe B.V. is not obligated to sell the product to you at the wrong (lower) price, even if we’ve already sent you confirmation of shipment, in case the wrong price obviously and unmistakably was erroneous and this wrong price could reasonably have been identified as such by you.
Article 5. Complaints for defects or damage
5.1 Orders can be returned free of charge within fourteen (14) days counting from the moment all products have been delivered, by the customer in the event of defects or damage.
5.2 The customer must send an e-mail to firstname.lastname@example.org specifying the order number, the bank account, the name of the account holder, and the reason for returning the order. After reception of the products in return, the amount of the return shipment will be credited to the account of the customer within 14 days.
5.3 All returned products must be wrapped in their original packaging.
5.4 Returned products must be shipped along with the original invoice, delivery note or fax, and return notice. If the returned products are broken or consumed, Keiretsu Europe B.V. reserves itself the right to charge for a reduction of value.
5.5 Perishable products cannot be returned, and constitute an exception to the right of withdrawal. Products that are sealed for reasons of hygiene can only be returned on condition the seals are intact.
5.6 If and to the extent that the complaint is considered legitimate by Keiretsu Europe B.V., it will, to its own discretion and within a reasonable term, either restore the defect, or substitute the defective matters, without any implication of a right to any compensation on the part of the customer.
Filing a complaint does not liberate the customer from his payment obligations towards Keiretsu Europe B.V.
Article 6. Other Complaints
6.1 An order may be returned by the customer within fourteen (14) working days (leave this out: if it has no defect or damage, broken or consumed returns may no longer be refused). Keiretsu Europe B.V. reserves itself the right to charge for a reduction of value.
6.2 All returned products must be received in their original, unopened wrapping, and sufficiently packaged for shipment. Returned products must be shipped along with the original invoice, delivery note or fax, and the return notice.
6.3 Repair- and substitution costs are charged if the products are damaged or missing. This may affect the amount of the compensation.
6.4 Perishable products cannot be returned, and constitute an exception to the right of withdrawal. Products that are sealed for reasons of hygiene can only be returned in case the sealing is intact.
6.5 In case of return shipments to Keiretsu Europe, the customer pays the shipment costs for the return.
6.6 Orders may be modified free of charge within eight (8) working days, on condition the order has not been shipped yet.
6.7 If and to the extent Keiretsu Europe B.V. considers the complaint legitimate, it will, to its own discretion and within a reasonable term, either restore the defect, or substitute the defective matters, without any implication of a right to any compensation on the part of the customer.
Filing a complaint does not liberate the customer from his payment obligations towards Keiretsu Europe B.V.
Article 7. Payment
Payment must at all times be settled in advance and by electronical means.
Article 8. Retention of title
8.1 All matters delivered to customer will remain the property of Keiretsu Europe B.V. until full settlement of all amounts, including any possible interest and costs, that the customer owes on account of the matters delivered or yet to be delivered pursuant to the agreement, as well as of claims with regard to shortcomings in compliance with said agreement.
8.2 The customer is bound to carefully handle the matters, and lacks the entitlement to burden the matters until after reception of written permission by Keiretsu Europe B.V., and/or to give it as a security and/or collateral, as long as the customer has not fully fulfilled his payment obligations towards Keiretsu Europe B.V.
In case Keiretsu Europe B.V. cancels the order partially or entirely, it has the right to recover that part of the delivered goods that has not been paid for. Cancellation and/or recovery does not diminish the right of Keiretsu Europe B.V. to claim compensation of damage.
Article 9. Delivery time
9.1 All orders placed before 3.00 PM are shipped on the same day to the address provided. Depending on the service selected, you will receive the shipment within 1 – 3 working days.
9.2 All (delivery-) terms indicated by Keiretsu Europe B.V. are approximations, and are based on the information and circumstances known to Keiretsu Europe B.V. at the moment of adoption of the agreement. The indicated delivery terms can never be considered a strict time limit. In case an alteration of information and/or circumstances, regardless of their foreseeability, results in a delay, the delivery date will be correspondingly postponed, without prejudice to the provisions below regarding force majeure. In case of late delivery, Keiretsu Europe B.V. must be declared in default in written form, allowing it a reasonable term to take care of delivery still.
9.3 Exceeding the delivery terms indicated by Keiretsu, for whatever reason, never confers the right to the customer to obtain compensation, or not to comply with any obligation pertaining to him pursuant to the relevant agreement, or to an agreement related to it.
The cancellation of an order must be communicated as soon as possible by e-mail to (email@example.com). (leave out: is only possible) Only after written confirmation by Keiretsu Europe B.V. will the cancellation be taken into consideration.
Article 10. Delivery
10.1 Unless agreed otherwise in writing, delivery will take place from the warehouse or the factory of Keiretsu Europe B.V. From the moment of delivery all risks of loss, perishing, damage, etc., regardless of the cause, will pass to the customer.
10.2 If it is agreed that the services and/or deliveries will take place in stages, Keiretsu Europe B.V. may postpone the services and/or deliveries of the following stages, until the customer has approved completion of the previous stage in writing, and has fulfilled all his (financial) obligations regarding the partial delivery. In case of partial deliveries, Keiretsu Europe B.V. has the right to invoice them separately.
In case the matters are available to the customer after expiry of the delivery term, but are not taken by him, these matters will be stored for him, at his expense and risk, regardless of the reasons for not taking them in delivery.
Article 11. Transport
Keiretsu Europe B.V. decides on the way of transport, shipment, packaging, and such. Shipment/transportation of goods always takes place at the expense and risk of the customer. Keiretsu Europe B.V. is only held to buy (transport) insurance if, and to the extent, Keiretsu Europe B.V. has committed itself to do so in writing.
Article 12. Non-imputable non-compliance
12.1 If Keiretsu Europe B.V. is prevented, by reasons of force majeure of temporary or permanent nature, to (further) implement the agreement, Keiretsu Europe B.V. has the right, without any resulting obligation for indemnification, to partially or entirely cancel the agreement by way of written notice to that purpose, without the need for judiciary intervention, without prejudice to the right of Keiretsu Europe B.V. to demand payment by the customer for work already performed, prior to the situation of force majeure pertaining, or alternatively to suspend (further) implementation of the agreement. In case of suspension, Keiretsu Europe B.V. will retain the right to proceed to partial or total cancellation of the agreement.
Intended by force majeure are all circumstances that temporarily or permanently prevent Keiretsu Europe B.V. from fulfilling its obligations, such as strikes, transportation issues, fire, government interventions, including im- and export restrictions, quota arrangements, and disruptions in operations at its own or at the premises of its suppliers, as well as shortcomings by its suppliers, making it reasonably impossible for Keiretsu Europe B.V. to fulfil its obligations towards the customer (anymore).
Article 13. Warranty
13.1 With the exception of the provisions of 13.5, Keiretsu Europe B.V. guarantees the matters it supplies against the event of material or manufacturing errors. The warranty exclusively consists of the guarantee by Keiretsu Europe B.V. to restore or substitute these matters to the best of its abilities, such according to the choice and discretion of Keiretsu Europe B.V. Defects must be reported to Keiretsu Europe B.V. in writing in order to be taken into consideration. Recovery of lost data is not covered by the warranty.
13.2 The warranty is not applicable if the errors are completely or partially due to incorrect, careless, or inexpert use, to their application for other than their regular (operational) purposes, to external factors such as fire or water damage, or if the matters are altered or serviced by others than Keiretsu Europe B.V.
13.3 Unless agreed otherwise, the warranty for matters manufactured by Keiretsu Europe B.V. is effective for a period of twelve months from the moment of delivery.
13.4 Fulfilment of its warranty obligations by Keiretsu Europe B.V. must be considered its exclusive and entire compensation for damage. Keiretsu Europe B.V. is not bound to any further obligations, nor is the customer entitled to demand cancellation of the agreement.
13.5 If matters have been obtained by Keiretsu Europe B.V. from a supplier, the warranty will be limited to the applicable warranty provisions of that supplier. Keiretsu Europe B.V. will inform the customer upon his request about the applicable provisions.
13.6 Repairs outside the framework of the applicable warranty will be charged by Keiretsu Europe B.V.
In case of repairs of defect matters, whether covered by warranty or not, the customer is obligated to return the matters at his own expense to Keiretsu Europe B.V.
Article 14. Liability
14.1 Keiretsu Europe B.V. is never obligated to compensate direct or indirect damage, resulting from or caused by defects to delivered goods or services, or due to the failure to function, to function timely, or properly, by goods and/or services provided, with the exception of the event of intent or gross negligence on the part of Keiretsu Europe B.V. Any liability for business loss (operational disruption, loss of income, etc.), loss or deterioration of data, and/or consequential damage, resulting from whatever cause, including delays in the delivery time of goods and services, is emphatically excluded.
14.2 Keiretsu Europe B.V. is not liable for damage inflicted by its staff and/or the third parties engaged by it, to the customer or third parties, pursuant to or caused by whatever motive, with the exception of what can be attributed to the imputable intent or gross negligence on the part of Keiretsu Europe B.V. In no event will the liability exceed the coverage of the insurance policy taken out by Keiretsu Europe B.V.
14.3 For damage of whatever nature that results from or is caused by the incorrect, careless, or inexpert use, or due to the application for other than normal purposes, of matters supplied by Keiretsu Europe B.V., Keiretsu Europe B.V. cannot be held accountable.
14.4 The customer safeguards Keiretsu Europe B.V. and its staff against claims by third parties for the compensation of material and immaterial damage that is directly or indirectly caused by (the use of) matters supplied by Keiretsu Europe B.V., unless the damage is the consequence of intent/gross negligence on the part of staff of Keiretsu Europe B.V. and/or of third parties engaged by it.
The liability of Keiretsu Europe B.V. pursuant to the agreement entered into with customer is limited, under all and any circumstances, to the amount on the invoice for the relevant agreement, including VAT.
Article 15. Rescission. Termination
15.1 The customer will be considered legally in default, meaning the (residual) debt will become immediately payable, if:
The customer does not fulfil any obligation of the agreement, and particularly a financial one, or if he does not do so on time;
Keiretsu Europe B.V. has reasonable grounds to fear that the customer will fall short in fulfilment, and he does not comply with a notice letter that specifies those grounds, within the reasonable term it sets, to declare his willingness to fulfil his obligations still;
The customer files for his own bankruptcy, is declared bankrupt, becomes insolvent, files a request for suspension of payment, or if part or the entirety of his assets is impounded and the seizure is not lifted within 10 days after its imposition;
The customer proceeds to liquidate or transfer his company or an important component of it, including his company’s participation in an existing partnership or in one that is about to be founded, or if he proceeds or decides to alter the objectives of his company or to dissolve it;
In case of decease, if the customer is a natural person.
15.2 Keiretsu Europe B.V. is entitled, in the cases listed in 15.1, without any obligation to compensate damage, and without prejudice to the rights it holds, such as the rights pertaining to costs or interest that have already expired and the right to compensation, and without a formal default notice or judiciary intervention being required, to:
Declare the agreement partially or entirely annulled by way of a written notification to that purpose to the customer, and/or;
To claim in full and with immediate effect any amount owed by customer to Keiretsu Europe B.V., and/or;
Invoke the retention of title pertaining pursuant to article 8.
In case the agreement is terminated or rescinded in any way, the provisions regarding confidentiality, rescission/termination, applicable law, and disputes will remain fully effective.
Article 16. General
The rights and/or obligations from an agreement to which the present conditions are applicable, are non-transferable, and not liable to be ceded or to the establishment of a security interest, except for the event following prior consent by the other party.
Article 17. Applicable law and disputes
17.1 To all agreements entered into between parties, as well as to the legal relationships resulting from them, Netherlands legislation is applicable exclusively. Applicability of the Vienna Convention is emphatically excluded.
17.2 All disputes resulting from or related to the agreement to which the present conditions are applicable, as well as the relevant conditions themselves and their interpretation or implementation, will be settled by the competent court in Amsterdam, or by the court competent in the place of residence of the customer, at the discretion of Keiretsu Europe B.V., unless agreed otherwise.
Keiretsu Europe B.V. has the right to periodically modify the present general conditions.
Keiretsu Europe B.V.
3043 NA Rotterdam – the Netherlands
tel.: +31 (0)10 208 08 08
fax: +31 (0)10 208 08 09