Art. 1 GENERAL

1. These general supply and payment terms and conditions are applicable on all offers from and agreements with Karpi.
2. Karpi explicitly rejects any conditions of the counterparty.
3. The counterparty is obliged to be aware of the receipt of the written notification of Karpi. If in these general terms and conditions a notification requires to be in writing, then this requirement is also met via the electronic way, such as e-mail. The electronic system of Karpi is decisive as prove of the content of the electronic notification as well as (the time of) the sending and receipt thereof.

Art. 2 OFFERS

1. All offers are without obligations, unless explicitly stated otherwise in writing.
2. Agreements will only become effective after a written agreement statement by Karpi with the order of the counterparty and when all necessary information of the counterparty for the execution has been received by Karpi, unless Karpi has indicated to have accepted the order by making a start with the execution of the agreement. With an order in the web shop of Karpi an agreement becomes effective after acceptance of the counterparty of the offer from Karpi.
3. If the counterparty has accepted the offer via electronic means (for example by placing an order in the web shop of Karpi), Karpi will immediately confirm, via electronic means, the receipt of the acceptance of the offer.
4. Karpi has the right to refuse an order without given reason.
5. Offers and commitments made by agents engaged by Karpi and by representatives or employees of Karpi will only be binding to Karpi if these have been confirmed in writing by Karpi.
6. Karpi has the right, within legal frames, to check if the counterparty is able to comply with its payment obligations, as well as any facts and factors that are important for a responsible conclusion of a remote agreement. If Karpi, based on this research, has got good reasons not to conclude the agreement, it is obliged to reject an electronic order of request, with given reason, or to impose special conditions to the execution.
7. Brochures, advertising material and such, provided by Karpi, do not apply as a quotation, excepts the products that are offered in the web shop of Karpi.

Art. 3 PRICES

1. The prices are exclusive VAT and based on the applicable (cost) price determining factors such as raw materials, wages, consignment notes, exchange rates, import and export duties and taxes, at the time the agreement was concluded. Adjustments of (cost) price determining factors, prior to delivery or completion of the delivery, give Karpi to right to pass these on. The passing on of these costs does not give the counterparty the right to terminate the agreement and does not dismiss the counterparty from its obligations towards Karpi, unless it concerns a consumer purchase in the sense of article 7:5 Civil Code (“consumer purchase”).
2. The prices are based on delivery to or at the relevant factory of Karpi, unless agreed differently in writing.
3. Transport, shipping and/or postage costs are for the account of the counterparty unless agreed differently in writing.

Art. 4 PLACE AND TIME OF DELIVERY: TRANSFER OF RISK

1. Place of delivery is the relevant factory of Karpi, also is the goods are shipped from the factory or from another place.
2. Time of delivery is the moment when the goods leave the relevant factory of Karpi or, if the goods are stored in the premises of a third party, the goods leave the premises of this third party.
3. From the moment of delivery, the goods remain for the account and the risk of the counterparty. In case a purchase agreement was made in the web shop of Karpi it applies that the risk is transferred at the moment the counterparty has received the goods, instead of the provision in part 3.

Art. 5 SHIPMENT

1. Way of shipment and way of packing is the choice of Karpi.
2. Karpi is not liable for a delay occurred during the shipment, for damages occurred to the goods and the loss of goods, unless it concerns a consumer purchase made in the web shop of Karpi.

Art. 6 DELIVERY DATE/PERIOD

1. The agreed delivery date or period will be taken into account as much as possible, but does not apply as deadline.
2. Is advance payment has been agreed, Karpi will not delivery till the counterparty has fully paid and the delivery date or the start of the delivery period will be suspended till the counterparty has fully paid
3. In case of exceedance of the delivery time, the counterparty is only entitled to damage compensation if this has been agreed beforehand in writing. The counterparty is not entitled to compensation for indirect damages, additional damages, consequential damages or damages caused by loss of turnover or profit, unless it concerns a consumer purchase.
4. With exceedance of the delivery time the counterparty does not have the right to terminate the agreement. In case Karpi has not delivered for more than two months after the agreed delivery time, the counterparty has the right to terminate the agreement. This termination should be done in writing. In this case Karpi is not obliged to pay damage compensation unless this has been agreed beforehand in writing or if it concerns a consumer purchase.
5. In case of delivery on demand the counterparty is obliged to purchase the goods no later than the agreed time(s). If the counterparty has not demanded the goods at the agreed time, Karpi is considered as having fulfilled its delivery obligation. If the counterparty fails to purchase the goods at the agreed time(s), the counterparty is obliged to pay all arising damages for Karpi and Karpi has the right, without notice of default, to completely or partially terminate the agreement, or to store the goods for the account and risk of the counterparty, while stating the expected storage charges.
6. In case of delivery in instalments Karpi has the right to invoice each instalment. Then the amount to be paid will be calculated based on the applicable price determining factors at that time, unless the prices were agreed beforehand in writing.

Art. 7 Web shop – Reflection period/ right of withdrawal

1. If it concerns a consumer purchase made via the web shop of Karpi the counterparty has the right to return the goods (or part of) within a reflection period of 14 calendar days without given reason.
2. The reflection time mentioned in part 1 starts on the day after the counterparty or a third party appointed by the counterparty, apart from the transporter, has received the product or:

a. if the counterparty has ordered several goods in the same order: the day when the counterparty, or third party appointed by him/her, has received the final goods;

b. If the delivery of a good consists of various shipments or parts: the day when the counterparty, or third party appointed by him/her, has received the final delivery or part;

c. With agreement for regular delivery of goods during a certain period: the day when the counterparty, or third party appointed by him/her, has received the first product.

3. The right of withdrawal does not apply for:

- service agreements, after complete execution of the service, and only when the execution was started with explicit prior approval of the counterparty and the counterparty has declared that he/she will lose his/her right of withdrawal as soon as Karpi has completely executed the agreement;

- Goods that have been made according to specifications of the counterparty, for example customised work, or which have a clear personal character;

- Products where the shelf life (decay) has expired within the reflection period of 14 days;

- Sealed products that cannot be sent back for health and safety reasons and products where the seal has been broken after delivery;- Sealed audio/video or software carriers where the seal has been broken.

Art. 8 Obligation of the counterparty during the reflection period

1.  During the reflection period the counterparty will carefully handle the goods and the packaging. He will only unpack or use the goods to such extent required to assess the nature, the features and the operation of the goods. Principle here is that the counterparty can only handle and inspect the goods as how he is allowed in a shop.
2. The counterparty is liable for loss of valuation of the goods that are caused by the way of handling of the goods that exceed what is allowed in part 1

Art. 9 Exercising the right of withdrawal by the counterparty and costs

1. If the counterparty used the right of withdrawal, he/she will notify this to Karpi within the reflection period by using the model from for withdrawal or in another unambiguous manner.
2. As soon as possible, but within 14 days from the day following the aforementioned notification in part 1, the counterparty will send the goods back, or he/she will hand these over to (an authorised person of) Karpi.
3. The counterparty will send the good back with all delivered supplies, if reasonably possible in the original condition and packaging and conform the instructions provided by Karpi.
4. The risk and burden of proof for the correct and timely exercising of the right of withdrawal are with the counterparty. The counterparty has to proof that the delivered goods were sent back on time, by means of postal delivery proof.
5. The counterparty will bear the direct costs for the return of the goods.
6. If the counterparty withdraws, after initially having made the request that the execution of the services starts during the reflection period, the counterparty owed Karpi an amount that is equal to the part of the commitment that was fulfilled by Karpi at the moment of withdrawal, compared with the full fulfilment of the commitment.

Art. 10 Obligation of Karpi with withdrawal

1. Karpi will reimburse all payments of the counterparty, including possible delivery costs charged by Karpi for the return of the goods, immediately but within 14 days following the day when the counterparty gave notice of the withdrawal. Unless Karpi offers to collect the goods itself, Karpi is allowed to wait with the reimbursement till it has received the goods back or when the counterparty can prove that he/she has returned the goods, whichever is sooner. When returning the complete purchase, the counterparty will be reimbursed with the complete purchase amount including possible charged shipment and/or payment costs The costs for the returning of goods will be for the account of the counterparty. When only returning part of the goods, only the purchase value of the returned goods will be reimbursed.
2. Karpi will use the same payment method for the reimbursement as was used by the counterparty, unless the counterparty agreed with another method.
3. If the counterparty has chosen a more expensive way for delivery than the cheapest standard delivery, Karpi does not have to reimburse the additional costs for the more expensive method.
4. The return of the goods will completely for the account and risk of the counterparty.

Art. 11 Complaint procedure

1. Karpi has a complaint procedure and will deal with the complaint in accordance with this complaint procedure. The counterparty can also submit a complaint to the EU platform for dispute settlement via http://ec.europa.eu/consumers/odr/.
2. Complaints on the execution of the agreement should be notified within an appropriate period after the failures have been noticed, and should be fully and clearly detailed and submitted to Karpi. Complaints can be registered via the web shop.
3. Complaints submitted to Karpi will be answered within a period of 14 days calculated from the date of receipt. If a complain requires a longer processing time, Karpi will, within a period of 14 days, respond with a message of receipt and an indication when the counterparty can expect a more detailed answer.
4. The counterparty should at least five Karpi a period of 4 weeks to solve the complaint in mutual consultation. After this period a complaint arises that is eligible for the complaint dispute procedure.

Art. 12 RETENTION OF TITLE

1. The ownership of the goods remains with Karpi and will first be transferred when the counterparty has complied with all his/her obligation towards Karpi under the relevant or other agreements. Retention of title also applies for claims, that Karpi might be entitled to, due to failure of the counterparty of one or more of his/her obligations towards Karpi.

a. The counterparty has the right to sell and use the unpaid goods in the normal business operation of his/her company, but as long as the payment to Karpi has not been fully made, the counterparty does not have the right to assign or pledge these unpaid goods to third parties or use as security in the broadest sense to third parties.

b. If the counterparty supplies the goods, subject to retention of title by Karpi, to a third party, he/she is obliged to assign or pledge the claim arising from this delivery on the third party, immediately and unconditionally to Karpi at its first request. If and insofar the counterparty obtains a claim as result of the sale of goods delivered by Karpi, the counterparty does not have the right to assign or pledge this claim to third parties as long as the counterparty owes any amount to Karpi.

3. If the counterparty does not comply with any obligation towards Karpi under the relevant agreement, Karpi has the right, without notice of default, to take the goods back for the account of the counterparty, in which case the agreement is terminated, without prejudice to the rights of Karpi for complete damage compensation. For then the counterparty gives Karpi or a third party appointed by Karpi already the irrevocable permission to enter the premises used by the counterparty.

4. The counterparty is obliged to store the delivered goods subject to retention of title, with the care expected of an agent and as recognised property of Karpi.

5. 

a. the counterparty is obliged to insure the goods to the satisfaction of Karpi and to maintain for the duration of the retention of title the insurance against fire, explosion and water damage as well as against theft and the policies of these insurances should be handed for review to Karpi at first request. If the counterparty does not comply with this obligation, Karpi has the right to ensure the mentioned goods itself and to keep these insured for the account of the counterparty.

b. All liabilities of the counterparty on the insurer(s) based on the aforementioned insurance will, when indicated by Karpi, be assigned of pledged by the counterparty to Karpi, in a way as meant in art. 3:238 Civil Code, to additional security of the claims of Karpi on the counterparty.

6. The counterparty is obliged to immediately inform Karpi if goods, that are subject to retention of title by Karpi, are seized by third parties and if third parties take other measures regarding the goods. In case the counterparty does not comply with his/her obligation to immediate notification to Karpi, he/she will be already liable for damage towards Karpi.

Art. 13 WARRANTY

1. Karpi guarantees the reliability and quality of the goods delivered, taking into account all that is determined in these conditions.
2. Warranty for the goods bought and provided by Karpi is only given if and insofar the relevant manufacturer/supplies has provided Karpi with warranty liabilities and grants warranty.
3. Warranty liabilities include only the replacement or the repair of the relevant goods. All damages, direct or indirect, caused by non-compliance of the objective to which the goods supplied by Karpi were (would be) intended are not covered by warranty.
4. Karpi provides a warranty on repairs and replacement in accordance with the valid warranty period form the agreement. If the repair or replacement is outside the mentioned warranty is part 2, the warranty period applies which lasts the longest after the repair or replacement.
5. Liabilities on warranty will not be acknowledged, in the user instructions were not followed when using the goods, if the goods are used for other purposes than the normal ones, if the goods are handled, used, maintained or cleaned improperly as well as if the counterparty has made adjustments him/herself to the article. Liabilities on warranty are also not acknowledged if the counterparty does not immediately stop the use of the goods, for which he wants to claim warranty.
6. If the counterparty does not comply with one or more obligations, Karpi is, as a result of this, dismissed for its warranty obligation(s). As soon as the counterparty has complied with all his/her obligations towards Karpi, the claim on warranty becomes effective again, keeping in mind that the warranty period will be no longer then when the warranty had continued.

Art. 14 COMPLAINTS

1. The counterparty is obliged to immediately check the delivered goods including packaging atdelivery for noticeable shortcomings and/or damages, or to perform this inspection immediately after notification of Karpi that the goods are available for the counterparty, failure to do so the counterparty is considered to have accepted the goods completely and in good condition. Identified visible shortcomings and/or damages should be noted on the consignment note on the day of delivery or should be notified to Karpi in writing.
2. Identified shortcomings and/or damages that are not immediately visible, should be notified to Karpi immediately after identification, or at least within 8 work days, in writing. Karpi is not obliged to take complaints that have been submitted later into consideration. If it concerns an agreement made in the web shop of Karpi the provision in article 11 applies.
3. Complaints should be accompanied by a description of the identified shortcomings and/or damages.
4. The counterparty is obliged not to use the goods or immediately stop using the goods, for which he wants to submit a complaint.
5. If the complaint was submitted on time and the goods do not comply with the agreement, Karpi has the right - to its own discretion – to have the relevant goods repaired for its own accounts or to replace these, or to credit the invoice amount owed for these goods for the market value, which are considered not to be any higher than the original purchase price. Karpi is not obliged to any other obligation, especially not the reimbursement of any damage compensation. The counterparty does not have the right to terminate the agreement.
6. Non-compliance of the agreement does not include, under no circumstances, the case that a good delivered by Karpi does not comply due to a model modification by the manufacturer to the applicable description of the good at the time the agreement was concluded.
7. In these general terms and conditions, a model modification means any possible modification, in the broadest sense that was implemented to the good by the manufacturer (therefore also included modifications of the material)/
8. Complaints regarding invoices should be made within 8 work days after receipt of the invoice. Complains regarding submitted after this period will not be taken into consideration.
9. By submitting a complaint, the obligations of the counterparty regarding the disputed goods, respectively the invoice, are not suspended. Karpi is not obliged to take notice of any complaint as long as the counterparty has not complied fully with all his/her obligations towards Karpi at the time the complaint was submitted.
10. Return shipments will only be accepted after prior written approval by Karpi.
11. If there is a complaint and the manufacturer acknowledges this, the manufacturer will pay the counterparty compensation but the amount will never exceed the total manufacturing price.
12. The provisions in parts 2, 5, 7, 8 and 9 do not apply if it concerns a consumer purchase.

Art. 15 LIABILITY

1. Karpi is only liable for its accountable shortcomings in the compliance of the agreements covered by these general terms and conditions. Karpi is then only obliged to pay the replacement damage compensation; for any other type of damage (such as additional damage, indirect damage, consequential damage and damage due to loss of turnover or profit) compensation is excluded. Karpi will not accept any liability for its dealings or negligence of dealings or negligence of its personnel, except in case of intent or gross negligence. The same applied for all dealings or negligence of persons who are not employed by Karpi but whose services are used with the execution of the agreements.
2. In case any commitment arises for Karpi from part 1, Karpi only has to comply with this when the counterparty has fulfilled all that is owed to Karpi, including all that is owed by him/her from other agreements.
3. Karpi stipulated all legal and contractual defences, that it can use for the defence of its own liability, as well as for the benefit of its subordinates and the non-subordinates for which actions it would be legally liable.
4. The counterparty indemnifies Karpi from claims of third parties, as a result or in connection with the (execution of) the agreement between Karpi and the counterparty. Karpi is not liable for damage, of whatever nature, of third parties.
5. Any liability of the counterparty on damage compensation towards Karpi is void in case the counterparty did not take immediate action after the occurrence of the damage to limited the damage as much as possible or to prevent more damage, as well as in case the counterparty did not inform Karpi immediately in writing of all relevant information of the case.6. This article does not apply if it concerns a consumer purchase.

Art. 16 NON-ACCOUNTABLE SHORTCOMINGS

1. In case Karpi cannot completely or partially comply with the agreement on time due to circumstances beyond its control, Karpi has the right to suspend the execution of the agreement or completely of partially terminate the agreement, at the discretion of Karpi, without Karpi being obliged to pay any damage compensation. Already delivered goods can be directly invoiced by Karpi. Karpi also has the right to equally divide the goods to be delivered amongst its buyers. The counterparty does not have the right to terminate the agreement or to claim damage compensation.
2. With non-accountable shortcomings of Karpi under this agreement are meant: any unforeseen and foreseen circumstances with the result that the counterparty cannot reasonable expect that the agreement will be complied with, including but not limited to: war, danger of war, sabotage, rebellion, insurrection or other restlessness, actions from an enemy state, loss or damage of material with transport, strikes, exclusion work men, accidents, fire, explosion, storm and other nature disasters, lack of employment force, lack of petrol, technical failures, devaluation and inflation, significant adjustments in rate ratios, abnormal prices increases of raw materials and energy, transport difficulties, serious malfunctions at Karpi as well as obstructing taxes and hindered, delayed and not correct supply to Karpi by the supplier.

Art. 17 PAYMENT

1. If no other payment terms have been agreed, payment should be made within 30 days of date of invoice. The counterparty does not have the right to suspend, settle or discount and is not allowed to block its payment obligation by seizure of itself or other, unless it concerns a consumer purchase.
2. Unless it concerns a consumer purchase Karpi has the right, without notice of default, to charge an interest of 2% percent per calendar month in case of late payment of the invoiced amount or a part of this, from the date the invoice expired, a part of a month is calculated as one month.
3. Plus, the counterparty is also obliged towards Karpi to pay all legal and extrajudicial costs, explicitly including the costs of legal aid. Extrajudicial collection charges will be charged to the counterparty conform the applicable collection tariff of the Dutch Order of Lawyers, without prejudice to the right to claim the additional made costs, taking in mind that the increase regarding these costs are at least 75,- Euros, also if the shortcoming is related to an unjustified deducted payment discount.
4. The interest amounts that are owed as a result of the aforementioned by the counterparty, will always be added to the main amount after the quarter has expired. After the quarter has expired interest is owed on the total amount as mentioned in the previous sentence.
5. The provisions in part 3, 4 and 5 does not apply if it concerns a consumer purchase.
6. Payment by or on behalf of the counterparty will be used in the following order, to pay for extra judicial costs, legal costs, damage suffered by Karpi, interest and subsequently in order of age, the outstanding main amounts, regardless other instructions from the counterparty. 3, 4 and

Art. 18 SECURITY

1. In Karpi, exclusively based on its judgement that there is a chance that the counterparty will not strictly comply with its obligations, the counterparty is obliged, at first request of Karpi, to provide Karpi with the necessary security for the compliance of its obligations.
2. The mentioned chance under part 1 on non-compliance by the counterparty does at least include: bankruptcy or requested bankruptcy/(temporary) receivership/seizure of any property of the counterparty, legal restraint of the counterparty as well as shutdown, dissolvent, liquidations, sale or merger of his/her company or it the counterparty is a natural person, his/her death.
3. In case the counterparty has not complied with the request stated in part 1 within 3 days, Karpi has the right to suspends it compliance of its obligations or to terminate, without notice of default, the agreement completely or partially without Karpi being obliged to any compensation of damages and without prejudice to the right to request immediate payment of outstanding amounts from the counterparty.
4. Karpi has the right to retain goods from the counterparty in its possession, till all costs madeby Karpi has been paid for the execution of orders of this same counterparty.

Art. 19 INTELLECTUAL PROPERTY

1. The copyright and/or the exclusive right of drawing or model of the design made by Karpi, at least the delivered products, including design drawings, pictures, sketches, work and/or detail drawings, are the exclusive property of Karpi. Without prejudice to the following, the intellectual property, including the copyright, the design right and the model right are with Karpi.
2. At all times Karpi will have the right to independently act against infringements of third parties on its intellectual property rights.
3. If it has been explicitly agreed in writing between parties, Karpi will declare and guarantee that its design will be included in a certain, further to be determined, appropriate register.
4. If it has been explicitly agreed in writing between parties, Karpi will indemnify the counterparty from any liabilities from third parties regarding the counterparty in relation to the design.

Art. 20 COMPLETE OR PARTIAL TERMINATION

If the counterparty has the right to terminate the agreement while Karpi has already made performances to execute the agreement at the time of termination, the counterparty can only partial terminate the agreement and only for the part that has not yet been executed by Karpi. Amounts that were invoiced for performances for the execution of the agreement prior to this termination have to be paid immediately.

Art. 21 APPLICABLE LAW

1. All agreements subject to these supply and payment terms and conditions are exclusively governed by Dutch law.
2. All disputes possibly arising from agreements subject to these terms and conditions and that legally should be brought to court, will exclusively be subject to the judgment of an authorised court, where Karpi has its registered office at the time the agreement was concluded.

Art. 22 CONVERSION

If and insofar, based on reason and fairness or the unfair character, in a concrete case any provision in these general terms and conditions cannot be relied on, this provision in terms of content and meaning will be replaced by a possible similar meaning which can be relied upon.

Art. 23 FILING

These general terms and conditions were filed with the Chamber of Commerce. All (technical) details and measures are approximately and might differ. Karpi is not obliged to possible clerical errors or obvious faults in the (technical) details, measures or price.