General Terms and Conditions

Koch Special Products BV

Article 1.	Definitions
1.1.	Koch Special Products B.V. (hereafter: Koch Special Products) is a private limited company whose objective is to provide products and supporting services to the automotive industry, including but not limited to a web application that was specially developed for users of the products of Koch Achsmessanlagen in Wennigsen (Deister), Germany.
1.2.	In these General Terms and Conditions, “Client” is understood to mean: the legal entity or the partnership of legal entities or the intermediary or representative acting on their behalf who uses the Services of Koch Special Products and who assigns Koch Special Products to provide Services as referred to in Paragraph 4.
1.3.	In these General Terms and Conditions, “Agreement” is understood to mean: the legal relationship between Koch Special Products and the Client, in the broadest sense.
1.4.	In these General Terms and Conditions, “Services” are understood to mean: all products and services provided by Koch Special Products and/or third parties engaged by it to the Client, as well as all other activities performed by Koch Special Products for the Client, of whatever nature, within the framework of an assignment, including activities performed other than at the Client’s explicit request.
1.5.	In these General Terms and Conditions, “Website” is understood to mean: the Websites www.koch-specialproducts.com  www.koch-achsmessanlagen.app  www.kochwieluitlijning.app  www.koch-wieluitlijning.nl

Article 2.	Applicability of the General Terms and Conditions
2.1.	The General Terms and Conditions apply to all Agreements concluded between the Client and Koch Special Products, in which Koch Special Products offers Services or delivers Products.
2.2.	Deviations from the General Terms and Conditions are only valid if they are explicitly agreed in writing with Koch Special Products.
2.3.	The applicability of any of the Client’s purchasing or other conditions is specifically excluded, unless explicitly agreed otherwise in writing.
2.4.	The General Terms and Conditions also apply to additional or altered assignments from the Client.

Article 3.	The Agreement
3.1.	All offers on the Website are subject to contract, unless explicitly indicated otherwise.
3.2.	The Client may contact Koch Special Products in relation to any of the Products or Services offered via the Website, by email or telephone or at a trade fair. Koch Special Products will consult the Client about their expectations and may subsequently draw up a quotation that will be sent by post or by email. These General Terms and Conditions will also be provided on this occasion. The Agreement is not realised until the quotation is signed or an order confirmation has been given, except for the provisions of paragraph 6 of this article.
3.3.	The Client may also place orders on the Website. In that case, the Agreement is concluded by placing an order.
3.4.	If Koch Special Products sends the Client a confirmation, this will be decisive for the content and interpretation of the Agreement, subject to apparent errors in writing. Koch Special Products cannot be held to its offer if the Client should reasonably understand that the offer or part thereof contains an apparent mistake or error in writing.
3.5.	If the Client makes notes or reacts to Koch Special Products’ quotation, these are not part of the Agreement, unless Koch Special Products confirms them in writing.
3.6.	An assignment from the Client that was not preceded by a written quotation requires written acceptance by Koch Special Products. In that case Koch Special Products will ensure that the Client still receives these General Terms and Conditions.

Article 4.	Performance of the Agreement
4.1.	Koch Special Products will make every effort to provide the Services to the best of its understanding and ability and in accordance with the requirements of good professional practice and with the agreements set out in writing.
4.2.	Koch Special Products has the right to have certain work performed by third parties.
4.3.	When engaging third parties, Koch Special Products will exercise due care and consult the Client about selection of these third parties, in so far as this is reasonably possible and customary in the relationship with the Client. The costs of engaging these third parties will be borne by the Client, and will be charged on to the Client by Koch Special Products.
4.4.	The Client will ensure that all information that Koch Special Products indicates is necessary, or that the Client should reasonably understand is necessary for the performance of the Agreement, is provided to Koch Special Products in a timely fashion. If the information necessary for the performance of the Agreement is not provided to Koch Special Products on time, Koch Special Products has the right to suspend the performance of the Agreement and/or to charge the additional costs arising from the delay to the Client at the then customary rates.
4.5.	The Client ensures that Koch Special Products can provide its Services properly and in time. If the Client does not comply with agreements in this respect, they are bound to pay any ensuing damage.
4.6.	If a term has been agreed on or indicated for the performance of Services, this will never be a final deadline. The Client needs to give Koch Special Products notice of default in writing if any term is exceeded, giving Koch Special Products a reasonable period in which to remedy this and perform the Agreement.

Article 5.	Amendment of the Agreement
5.1.	If, during the execution of the Agreement, it appears that for a proper execution it is necessary to alter or amend it, Koch Special Products and the Client will amend the Agreement in consultation with each other and in a timely fashion.
5.2.	If the Agreement is amended, including an addition, this constitutes an additional assignment. A separate agreement will be made beforehand about the fee for this additional assignment. Without an additional quotation, the additional Services will be paid at the agreed rate in accordance with the original terms and conditions.
5.3.	Failure to execute or immediately execute the amended Agreement does not constitute a breach of contract by Koch Special Products and is not a valid reason for the Client to terminate or cancel the Agreement.
5.4.	Amendments to the Agreement originally concluded between Koch Special Products and the Client will not apply until the changes have been accepted by both parties by means of a supplementary or amended Agreement. This amendment must be made in writing.

Article 6.	Suspension, dissolution and early termination of the Agreement
6.1.	Koch Special Products is authorised to suspend the fulfilment of the obligations or to terminate the Agreement if the Client fails to comply with the obligations from the Agreement properly, in full and on time, or if Koch Special Products has good reason to fear that the Client will fail in these obligations.
6.2.	Furthermore, Koch Special Products is authorised to dissolve the Agreement in case of circumstances of such nature that performance of the Agreement is impossible or unaltered maintenance of the Agreement cannot reasonably be required.
6.3.	If the Client does not comply with the obligations arising from the Agreement and this noncompliance justifies dissolution, Koch Special Products will be authorised to dissolve the Agreement with immediate effect without any obligation on its part to pay any compensation or indemnification, whereas the Client will be obliged to pay compensation or indemnification on account of breach of contract.

Article 7.	Cancellation
7.1.	The Agreement cannot be cancelled once the quotation has been signed, unless agreed otherwise in writing. The Client must contact Koch Special Products as soon as possible if it wishes to cancel the Agreement.

Article 8.	Costs, fee and payment
8.1.	All amounts stated in the quotation are in euros and inclusive of VAT, unless stated otherwise.
8.2.	Order and shipping costs depend on the country of establishment of the Client. A complete overview of shipping costs can be found on the Website.
8.3.	Koch Special Products is entitled to correct apparent typographical errors in the quotation.
8.4.	Interim price changes will be passed on to the Client.
8.5.	Payment can be made by means of a bank transfer, Sepa direct debit, iDeal, Paypal, or Sofort. The Client must pay the amount due within 7 days after the invoice date.
8.6.	The Client is obliged to immediately inform Koch Special Products of any inaccuracies in the payment details stated or provided.
8.7.	If the Client fails to pay an invoice on time, the Client is in default by operation of law, without any further notice of default being required. In that event, the Client will owe the statutory interest rate. The interest on the amount due will be calculated from the moment that the Client is in default until the moment of payment in full of the outstanding amount.
8.8.	If Koch Special Products decides to collect a claim for non-payment of one or more unpaid invoices by legal means, the Client will, in addition to the principal sum due and the interest referred to in article 8.5, also be bound to pay any judicial and extrajudicial costs reasonably incurred. The reimbursement of judicial and extrajudicial costs incurred will be determined in accordance with the then applicable Decision that pertains to the reimbursement of extrajudicial collection costs.
8.9.	Koch Special Products will be free to refrain from providing the Services as long as the Client has not paid the exigible debt in accordance with paragraph 6 of this article.

Article 9.	Delivery
9.1.	Koch Special Products does not have a fixed term of delivery. The moment of delivery is determined in consultation with the Client.
9.2.	The Client will inform Koch Special Products if delivery is not made within this period. Koch Special Products will ensure that delivery is made as soon as possible, unless this is not possible in accordance with the standards of reasonableness and fairness.
9.3.	Late delivery by Koch Special Products is only a valid reason to dissolve the Agreement if the Agreement explicitly states that late delivery is a valid reason for dissolution and there is no force majeure as defined in Article 13 of these General Terms and Conditions. All costs incurred prior to dissolution of the Agreement will be borne by Koch Special Products.
9.4.	All transport risks will be borne by the Client. Koch Special Products will ensure that deliveries are only made subject to the requirement of signature upon receipt.

Article 10.	Retention of title
10.1.	All goods delivered by Koch Special Products will remain the property of Koch Special Products as long as these goods have not or not yet been paid for in full.
10.2.	In so far as the retention of title of Koch Special Products becomes void by specification or otherwise, Koch Special Products reserves the right to establish a non-possessory pledge on goods by way of security for all that which the Client still owes or will owe Koch Special Products. The Client must establish this non-possessory pledge at Koch Special Products’ request.

Article 11.	Guarantees
11.1.	Koch Special Products guarantees that the products delivered will be sound for a period of one (1) year, as will the quality of the material used and/or supplied therefor.
11.2.	This guarantee in no way relates to the services provided by Koch Special Products.
11.3.	In case of a breach of one of the above guarantees, the Client must report this to Koch Special Products within eight (8) weeks in order to be able to make a claim under the relevant guarantee.

Article 12.	Liability
12.1.	The Client is responsible for submitting correct and representative data and information necessary for the execution of the Agreement. Koch Special Products is not liable for damage resulting from, for example, an incorrect order if the Client has provided incorrect, non-representative or irrelevant data.
12.2.	The delivery period as referred to in Article 9 paragraph 1 of these General Terms and Conditions can only be provided by approximation. Although every attempt will be made to meet the delivery date, Koch Special Products will never be liable for the consequences of said period being exceeded. If the term is exceeded, this does not give the Client the right to cancel the Products or refuse the receipt or payment of the Products, and Koch Special Products will not owe the Client any compensation.
12.3.	Koch Special Products is not liable for errors or omissions by the third parties engaged by it. By using the Services of Koch Special Products, the Client grants Koch Special Products the authority to accept a limitation of liability on behalf of the Client if a third party engaged by Koch Special Products wishes to limit its liability.
12.4.	Koch Special Products is not liable for any damage resulting from the paid plug-in of an external party incorporated in the web application of Koch Special Products.
12.5.	Koch Special Products is not liable for any damage caused to products during transport, in accordance with Article 9 paragraph 4 of these General Terms and Conditions.
12.6.	Koch Special Products is not liable for indirect damage, including but not limited to consequential damage.
12.7.	Koch Special Products is not liable for any errors in writing on the Website.
12.8.	Koch Special Products is not liable for any failure to comply with the obligations arising from the Agreement or any failure to do so in time, if this is caused by force majeure as referred to in Article 13 of these General Terms and Conditions.
12.9.	The Client indemnifies Koch Special Products against any third-party claims of whatever nature related to the Services.
12.10.	If Koch Special Products is held liable, it will only be liable for direct damage that the Client has actually suffered, paid or incurred on account of demonstrable failing of Koch Special Products’ obligations with respect to its Services.
12.11.	Liability of Koch Special Products is limited to the amount covered and paid out by the insurance company.
12.12.	The limitation of liability set out in this article does not apply in case of intent or deliberate recklessness on the part of Koch Special Products.
12.13.	This provision does not exclude liability in so far as liability cannot be limited or excluded by law.

Article 13.	Force majeure
13.1.	Force majeure is defined as all external causes, through no fault of Koch Special Products and beyond its control, that render timely, complete or correct performance of the Agreement impossible.
13.2.	Force majeure as referred to in the previous paragraph includes but is not limited to: noncompliance by a third party, illness of staff of Koch Special Products or a third party, abnormal weather conditions, disruptions in water and energy supply, strikes, serious disruptions in the systems of Koch Special Products or third parties, fire, floods, natural disasters, riots, war or other domestic disturbances.
13.3.	In the event of force majeure, compliance with the Agreement will be suspended for as long as the force majeure continues.
13.4.	If the force majeure continues for more than one month, both parties will be entitled to terminate the Agreement without judicial intervention. In that case, Koch Special Products will refund any amounts paid, minus all costs incurred by Koch Special Products in relation to the Agreement until that date.

Article 14.

Confidentiality of data

14.1.

Each of the parties guarantees that all data received from the other party they know or should know to be confidential are kept secret. The party receiving the confidential data will only use them for the purpose for which they were provided. Data are, in any case, considered to be confidential if they have been indicated as such by either party. Koch Special Products cannot be obliged to abide by this if it is required to provide data to a third party as a result of a court judgement or statutory provision, or for the correct performance of the Agreement.

Article 15.	Intellectual property
15.1.	Koch Special Products reserves the rights and authorities accruing to it under the Dutch Copyright Act.
15.2.	Users of the web application of Koch Special Products only acquire an exclusive licence for use of this web application. This licence must have been agreed in writing.
15.3.	The Client guarantees that no third-party rights oppose provision of data to Koch Special Products. The Client will indemnify Koch Special Products against any action based on the assertion that such provision, use, editing, installation or incorporation infringes any thirdparty right.

Article 16.	Complaints handling
16.1.	The Client must report any complaints it may have in writing to info@kochspecialproducts.com or by calling +31 418 708155.

Article 17.	Identity of Koch Special Products
17.1.	Koch Special Products is registered with the Dutch Chamber of Commerce under number 71334742 and has VAT identification number NL858674609B01. Koch Special Products has its registered office at Drielse Veldweg 25 (5334 NW) in Velddriel.
17.2.	Koch Special Products can be contacted by email at info@kochspecialproducts.com or by means of the Website koch-specialproducts.com and by telephone at +31 418 708155.
Governing law and competent court
17.3.	The legal relationship between Koch Special Products and its Client is governed by Dutch law.
17.4.	All disputes arising between Koch Special Products and the Client will be settled by the competent court of the District of Oost-Brabant, ‘s-Hertogenbosch location.