Terms and Conditions

General Terms and Conditions of Klundert Muziek B.V., trading under the name Klundert Music, established in Oisterwijk at Bedrijfsweg 13 (5061 JX) and registered with the Chamber of Commerce under number 72023767.

Article 1: Definitions

In these general terms and conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise.

1.1. Seller: Klundert Muziek B.V., located in Oisterwijk at Bedrijfsweg 11–13, which applies these terms and conditions.

1.2. Counterparty: the purchaser, lessee and/or party taking goods on approval, acting as a natural person, partnership, company or legal entity.

1.3. Goods: the movable goods concerning professional musical instruments, lighting, video and audio equipment.

1.4. Agreement: the agreement between the Seller and the Counterparty regarding the purchase, rental and taking on approval of the Goods.

Article 2: General

2.1. These terms and conditions apply to every offer, quotation and agreement between the Seller and the Counterparty to which the Seller has declared these terms and conditions applicable, insofar as the Seller and the Counterparty have not expressly and in writing deviated from them.

2.2. The terms and conditions below also apply to agreements with the Seller for which third parties need to be engaged for performance.

2.3. Any deviations from these general terms and conditions are valid only if expressly agreed in writing.

2.4. The applicability of any general terms and conditions of the Counterparty is expressly rejected.

2.5. If any ambiguity arises regarding the interpretation of one or more provisions of these general terms and conditions, interpretation shall take place ‘in the spirit’ of those provisions.

2.6. The underlying agreement, together with these general terms and conditions, constitute the full arrangements between the Seller and the Counterparty with respect to the delivery of the Goods for which the Agreement was concluded.

Article 3: Offers and quotations

3.1. All offers and quotations are entirely without obligation and are made in some written form, unless the Seller refrains from a written offer for practical, urgent or other reasons. The offer bears a date or is otherwise date-determinable. Offers and quotations may be revoked until the moment the Seller has confirmed the order.

3.2. The Seller cannot be held to its offers and quotations if the Counterparty, acting reasonably and fairly and in accordance with generally accepted standards in society, should have understood that the offer or a part thereof contains an obvious mistake or clerical error.

3.3. Prices stated in offers and quotations are in Euros (incl. VAT) and exclude any legally required recycling fees and shipping/delivery costs, unless stated otherwise.

3.4. A composite quotation does not oblige the Seller to deliver a part of the goods included in the offer or quotation for a corresponding part of the stated price.

3.5. Offers or quotations do not automatically apply to repeat orders.

Article 4: Formation of the agreement

4.1. Each agreement is concluded and commences after written acceptance by the Seller, or after the Seller has started performance in accordance with the Agreement. The order confirmation and the agreement are based on the information provided by the client to the contractor at that time.

4.2. Each Agreement is entered into for an indefinite period, unless the nature, content or purport of the Agreement indicates that it was concluded for a definite period.

Article 5: Delivery

5.1. Unless agreed otherwise, delivery takes place ex store or warehouse of the Seller.

5.2. The Counterparty is obliged to take delivery of the purchased Goods at the moment they are made available or handed over to them.

5.3. If the Counterparty refuses to take delivery or fails to provide information or instructions necessary for the delivery of the purchased goods, the goods intended for delivery will be stored at the Counterparty’s risk after the Seller has notified them. In that case, the Counterparty shall owe all additional costs.

5.4. If the Seller and Counterparty agree on delivery or shipment, delivery or shipment shall take place at the Counterparty’s expense, unless otherwise agreed. The Seller reserves the right to invoice delivery costs separately upon delivery.

5.5. If it has been agreed that delivery will be carried out in stages, the Seller may suspend performance of those parts belonging to a subsequent stage until the Counterparty has approved in writing the results of the preceding stage.

5.6. If the Seller requires information from the Counterparty for the performance of the agreement, the delivery period starts after the buyer has made this information available to the Seller.

5.7. Any delivery term stated by the Seller is indicative. A stated delivery term is never a strict deadline. The final delivery term shall, however, never exceed the stated term by more than one month, unless there is a case of force majeure. In the event of an overrun of this term, the Counterparty must place the Seller in default in writing.

Article 6.1: Right of withdrawal

For products:

6.1.1. The consumer may dissolve an agreement relating to the purchase of a product during a 14-day cooling-off period without giving reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but may not oblige the consumer to state their reason(s).

6.1.2. The cooling-off period referred to in paragraph 1 commences on the day after the consumer, or a third party designated in advance by the consumer who is not the carrier, has received the product, or:

a. if the consumer has ordered multiple products in the same order: the day on which the consumer, or a third party designated by them, has received the last product. The entrepreneur may, provided they have clearly informed the consumer prior to the ordering process, refuse an order of multiple products with different delivery times.

b. if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by them, has received the last shipment or the last part;

c. for agreements for regular delivery of products over a certain period: the day on which the consumer, or a third party designated by them, has received the first product.

6.1.3. If the consumer wishes to exercise their right of withdrawal, they must notify the entrepreneur within 14 days after receipt of the product. Notification must be made using the model form or by another means of communication such as email. After notifying the entrepreneur, the consumer must return the product within 14 days. The consumer must prove that the goods were returned on time, for example by means of proof of shipment.

For services and digital content not supplied on a tangible medium:

6.1.5. The consumer may dissolve a service contract and a contract for the supply of digital content not supplied on a tangible medium within 14 days without giving reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but may not oblige them to state their reason(s).

6.1.6. The cooling-off period referred to in paragraph 3 commences on the day following the conclusion of the agreement.

Extended cooling-off period for products, services and digital content not supplied on a tangible medium in the event of failure to inform about the right of withdrawal:

6.1.7. If the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the cooling-off period expires twelve months after the end of the original cooling-off period as determined in the previous paragraphs of this article.

6.1.8. If the entrepreneur provides the information referred to in the previous paragraph to the consumer within twelve months after the start date of the original cooling-off period, the cooling-off period expires 14 days after the day on which the consumer received that information.

Article 6.2: Costs in the event of withdrawal

6.2.1. If the consumer exercises their right of withdrawal, at most the return shipping costs shall be borne by them.

6.2.2. If the consumer has paid an amount, the entrepreneur will refund this amount as soon as possible, but no later than 14 days after withdrawal. This is subject to the condition that the product has already been received back by the webshop or conclusive proof of complete return shipment can be provided. Refunds will be made via the same payment method used by the consumer unless the consumer expressly consents to another method.

6.2.3. In the event of damage to the product due to careless handling by the consumer, the consumer is liable for any depreciation in value of the product.

6.2.4. The consumer cannot be held liable for depreciation of the product if the entrepreneur has not provided all legally required information about the right of withdrawal; this must be done before concluding the purchase agreement.

Article 7: Transport

7.1. All Goods ordered by the Counterparty shall, unless agreed otherwise, be delivered by the Seller to, or shipped for delivery to, the agreed locations in the manner determined in the Agreement or subsequently agreed.

7.2. All facilities at delivery of the goods/services are deemed to be provided at the Counterparty’s risk.

7.3. Transport of the Goods shall be effected in a manner to be determined by the Seller.

7.4. The Seller is insured for damage caused during or by transport. The Counterparty must sign for receipt. By signing, the Counterparty accepts the delivered Goods and, as a result, any liability of the Seller for damage to the goods caused during or by transport lapses.

7.5. If the transport of the Goods cannot take place for reasons dependent on the will of the Counterparty, the Seller is entitled to store the Goods at the Counterparty’s expense and risk, without prejudice to the right to claim payment of the purchase price.

Article 8: Warranty and inspection

8.1. The Seller warrants that the Goods to be delivered meet the usual requirements and standards that can reasonably be set at the time of delivery for normal use and are free from any defects.

8.2. The warranty referred to in 8.1 also applies if the Goods to be delivered are intended for use abroad and the Counterparty has expressly notified the Seller of such use in writing at the time of concluding the agreement.

8.3. The warranty referred to in 8.1 applies for a period of 60 months after delivery, unless the nature of the goods indicates otherwise or if the Seller and the Counterparty have agreed otherwise in the Agreement.

8.4. The Seller will provide the Counterparty with a written warranty certificate. In its absence, the purchase receipt serves as proof with regard to the warranty.

8.5. The Counterparty must inspect the delivered Goods immediately when they are made available. The Counterparty must check whether the delivered Goods comply with the quantity and quality agreed between the Seller and the Counterparty. Any visible shortages must be reported to the Seller in writing within 3 days of delivery, with submission of the warranty certificate. A non-visible defect must be reported by the Counterparty to the Seller within eight days of discovery, but no later than within the warranty period, in accordance with the previous paragraph. After expiry of the warranty period, the Seller is entitled to charge all costs for repair or replacement, including administration, shipping and call-out costs.

8.6. If the Goods delivered do not comply with these warranties, the Seller shall, within a reasonable period after receipt thereof—or, if return is reasonably not possible, after written notification of the defect by the Counterparty—within the first 6 months after the purchase date, at the Counterparty’s choice either replace the Goods or ensure repair.

8.7. In the event of replacement, the Counterparty undertakes to immediately return the goods to be replaced to the Seller and to transfer ownership thereof to the Seller. After the period of 6 months from the purchase date, the Seller will ensure repair of the goods.

8.8. Timely submission of a complaint does not suspend the Counterparty’s payment obligation.

8.9. The warranty referred to in this article does not apply if the defect has arisen as a result of wear of rotating or rubbing parts, improper or incorrect use, or if, without the Seller’s written permission, the Counterparty or third parties have made or attempted to make changes to the Goods or have used them for purposes for which the Goods are not intended.

8.10. Assessment of the applicability of the warranty claim shall be carried out by an authorized technician affiliated with the wholesaler of the Goods.

8.11. If the Goods delivered do not conform to what was agreed and such non-conformity constitutes a defect within the meaning of product liability regulations, the Seller shall not be liable for any consequential damage arising therefrom.

Article 9: Samples and models

If the Seller has shown or provided a model or sample to the buyer, the Seller guarantees that the goods correspond thereto, unless the showing or providing was intended merely as an indication.

Article 10: Retention of title

10.1. All Goods delivered by the Seller under the Agreement remain the inalienable property of the Seller until such time as these Goods, including interest and costs, have been paid for in full by the Counterparty.

10.2. Goods delivered by the Seller that fall under the retention of title pursuant to paragraph 1 may not be resold by the Counterparty. Furthermore, the Counterparty is not authorized to pledge these goods or to establish any other right on them.

10.3. In the event of processing or mixing of the delivered goods by or on behalf of the Counterparty, the Seller acquires co-ownership in the newly created goods and/or in the goods composed with the delivered goods, to the invoice value of the originally delivered goods. Insofar as delivery is required for this co-ownership, such delivery takes place upon conclusion of the agreement.

10.4. The Counterparty hereby grants the Seller the right, in such cases, to enter all places where Goods of the Seller are located in order to exercise its ownership rights.

10.5. If the Counterparty fails to fulfill their obligations or there is well-founded fear that they will not do so, the Seller is entitled to remove or have removed the Goods delivered and subject to retention of title at the Counterparty or third parties holding the Goods for the Counterparty. The Counterparty is obliged to cooperate fully in this respect.

10.6. The Counterparty is also obliged to immediately notify anyone who intends to levy attachment on Goods delivered by the Seller and falling under the Seller’s retention of title—or in the event of administration or bankruptcy, to notify the administrator or trustee in bankruptcy—that the Seller remains the owner of the delivered goods, with a copy to the Seller, subject to a penalty of an immediately payable fine of €1,000 or, if higher, the original invoice amount of the Goods. The fine is without prejudice to any obligation to pay damages.

Article 11: Transfer of risk

The risk of loss, damage or depreciation of the Goods that are the subject of the Agreement passes to the Counterparty at the moment they are legally and/or actually delivered to the Counterparty and thus come under the control of the Counterparty or a third party designated by the Counterparty.

Article 12: Price increase

12.1. If the Seller and the Counterparty agree on a certain price when concluding the Agreement, the Seller is nevertheless entitled to increase the price, even when the price was not originally provided subject to reservation.

12.2. If a price increase occurs within three months after concluding the agreement, the Counterparty may dissolve the Agreement by means of a written statement, regardless of the percentage of the increase, unless the price increase results from a statutory power or obligation resting on the buyer, or if it was stipulated that delivery would take place more than three months after the purchase.

Article 13: Payment

13.1. Payment must be made net in cash upon delivery unless the Seller and Counterparty have agreed otherwise.

13.2. If payment is not made in cash, it must be made within 30 days of the invoice date, in a manner indicated by the Seller.

13.3. Objections to the amount of the invoices do not suspend the payment obligation.

13.4. After 30 days from the invoice date, the Counterparty is in default by operation of law; from the moment of default, statutory interest is due on the outstanding amount.

13.5. In the event of bankruptcy, suspension of payments or guardianship, the Seller’s claims and the Counterparty’s obligations towards the Seller become immediately due and payable.

13.6. In the case of delivery, payment for the Goods may take place immediately after the Agreement is concluded and must in any case take place upon delivery of the Goods unless expressly agreed otherwise.

13.7. Upon conclusion of the Agreement, an advance payment of at most 50% will generally be required. Where advance payment has been stipulated, the Counterparty cannot assert any right regarding the performance of the relevant order or the requested service(s) until the agreed advance payment has been made.

12.8. If the Counterparty is in default of (timely) fulfillment of their obligations, all reasonable extrajudicial collection costs shall be borne by the Counterparty. These costs are calculated based on what is customary in Dutch collection practice at that time, currently the calculation method under the “Rapport Voorwerk II”. If the Seller has incurred higher reasonable collection costs, the actually incurred costs are eligible for reimbursement. Any judicial and enforcement costs will also be recovered from the Counterparty.

Article 14: Suspension and dissolution

14.1. The Seller is entitled to suspend performance of the obligations or to dissolve the agreement if:

• the Counterparty does not fulfill, or does not fully fulfill, the obligations under the Agreement;
• after conclusion of the Agreement, circumstances of which the Seller becomes aware give good reason to fear that the Counterparty will not fulfill the obligations. In case there is good reason to fear that the Counterparty will only partially or improperly fulfill the obligations, suspension is permitted only insofar as justified by the shortcoming; and
• the Counterparty, at the conclusion of the Agreement, was requested to provide security for fulfillment of their obligations under the Agreement and such security is not provided or is insufficient.

14.2. Furthermore, the Seller is entitled to (have) the Agreement dissolved if circumstances arise of such a nature that performance of the Agreement becomes impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unchanged maintenance of the Agreement cannot reasonably be expected.

14.3. If the Agreement is dissolved, the Seller’s claims against the Counterparty become immediately due and payable. If the Seller suspends performance of the obligations, they retain their claims under the law and the agreement.

14.4. If the dissolution is attributable to the Counterparty, the Seller is entitled to compensation for the damage, including costs, incurred directly and indirectly as a result.

Article 15: Indemnities

15.1. The Counterparty indemnifies the Seller against any third-party claims related to the performance of the Agreement, where the cause is attributable to a party other than the Seller.

15.2. Furthermore, the Counterparty indemnifies the Seller against third-party claims relating to intellectual property rights on materials or data provided by the Counterparty and used in the performance of the Agreement.

15.3. If the buyer provides the seller with data carriers, electronic files or software, etc., the buyer guarantees that these are free of viruses and defects.

Article 16: Intellectual property and copyrights

16.1. Without prejudice to the provisions of these terms and conditions, the Seller reserves the rights and powers that accrue to the Seller under the Dutch Copyright Act (Auteurswet).

16.2. The Counterparty is not permitted to make changes to the Goods, unless the nature of the delivered indicates otherwise or unless otherwise agreed in writing.

16.3. Any designs, sketches, drawings, films, software and other materials or (electronic) files possibly created by the Seller under the Agreement remain the property of the Seller, regardless of whether they have been handed to the Counterparty or to third parties, unless agreed otherwise.

16.4. All documents provided by the Seller—such as designs, sketches, drawings, films, software, (electronic) files, etc.—are intended exclusively for the Counterparty’s use and may not be reproduced, published or disclosed to third parties without the Seller’s prior permission, unless otherwise follows from the nature of the documents provided.

16.5. The Seller reserves the right to use any knowledge gained by the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 17: Liability

17.1. If the Seller is liable towards the Counterparty, such liability is limited to what is stipulated in this article.

17.2. The Seller is not liable for any damage of any nature whatsoever arising because the Seller relied on incorrect and/or incomplete data provided by or on behalf of the Counterparty.

17.3. The Seller is only liable for the Counterparty’s or third parties’ direct damage suffered as a result of an attributable failure in performance by the Seller.

17.4. An attributable failure in performance in these terms and conditions means a failure that a reasonably competent and careful Seller could and should have avoided under the relevant circumstances and with normal attentiveness and care.

17.5. If the Counterparty believes that the Seller has failed to fulfill its obligations, the Counterparty shall hold the Seller liable in writing and give the Seller the opportunity to remedy the shortcoming at its own expense.

17.6. If the manufacturer of a defective Good is liable for consequential damage, the Seller’s liability is limited to repair or replacement of the good, or refund of the purchase price. The Seller is expressly not liable for damage suffered or any lost profits resulting from a defective Good.

17.7. Without prejudice to the foregoing, the Seller is not liable if the damage is due to intent and/or gross negligence and/or culpable conduct, or to improper or incorrect use by the Buyer.

17.8. If the Seller is liable, compensation shall always be limited to the invoice amount agreed between the Seller and the Counterparty.

Article 18: Force majeure

18.1. The Seller is not obliged to fulfill any obligation if prevented from doing so as a result of a circumstance not attributable to fault and which is not for the Seller’s account by virtue of law, legal act or generally accepted standards.

18.2. The Seller is also entitled to invoke force majeure if the circumstance preventing (further) performance occurs after the Seller should have fulfilled its obligation.

18.3. The Seller and the Counterparty may suspend the obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to pay damages to the other party.

18.4. Insofar as the Seller, at the time the force majeure occurs, has partially fulfilled its obligations under the agreement or will be able to fulfill them, and independent value is attributable to the fulfilled or to-be-fulfilled part, the Seller is entitled to invoice the fulfilled or to-be-fulfilled part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 19: Applicable law and disputes

19.1. Dutch law applies to every Agreement between the Seller and the Counterparty.

19.2. In case of interpretation of the content and purport of these general terms and conditions, the Dutch text shall always be decisive.

19.3. Before resorting to the courts, the Seller and the Counterparty shall make every effort to settle any dispute by mutual agreement.

19.4. If disputes arise between the Seller and the Counterparty, the court in the district where the Seller is established shall have jurisdiction to hear such disputes. Nevertheless, the Seller has the right to submit the dispute to the court competent under the law.

ADDITIONAL PROVISIONS REGARDING DISTANCE SELLING

Article 20: Distance purchase

20.1. Deliveries of Goods purchased at a distance are made only by express order, unless otherwise agreed between the Seller and the Counterparty.

20.2. In the event of an obvious mistake, the Counterparty shall inform the Seller. Where the nature allows, the Counterparty shall keep the goods and documents available to the Seller. The Counterparty shall do or refrain from doing all that reasonableness and fairness require.

Article 21: Inspection period and exclusions

21.1. In the case of a distance purchase, an inspection period of fourteen working days shall apply, commencing the day after receipt by or on behalf of the Counterparty, unless otherwise agreed in accordance with paragraph 3 of this article.

21.2. During the inspection period, the Counterparty has a right of withdrawal, allowing them to return the received Goods without any obligation on their part other than reimbursing the direct costs of shipping and return, or to indicate that the offered services will not be used.

21.3. Limitations or exclusions of the inspection period—based on the specific nature of the relevant Goods or services—will be clearly stated in the offer. Excluded in advance from withdrawal are recording and computer equipment whose seal has been broken, Goods manufactured according to the consumer’s specifications (e.g., custom work) or with a clearly personal character, CDs and software whose seal has been broken, and services where performance has commenced with the buyer’s consent before the end of the seven-working-day period.

21.4. The Counterparty can only actually invoke the inspection period in the manner indicated by the Seller in the offer and/or upon delivery.

21.5. In the event of invoking the inspection period and reclaiming the purchase amount, any costs incurred, such as shipping costs, shall be borne by the Counterparty. Transport of the goods from the Counterparty to the Seller is at the Counterparty’s expense.

Article 22: Location of the terms

22.1. These general terms and conditions are available for inspection at the Seller and are visible on our website.

22.2. The version last filed, or the version applicable at the time the agreement was concluded, shall always apply.

For more information regarding your right of withdrawal or complaints, we refer you to the European ODR Platform.