Last updated: 1-6-2026

Article 1 - Applicability

1.    These general terms and conditions apply to all offers, orders, and agreements between Kovvar B.V. and the consumer (B2C) regarding the sale of products and/or services.

2.    For agreements with professional buyers (B2B), the separate “General Terms and Conditions for Business Clients” apply.

3.    If a provision of these general terms and conditions conflicts with mandatory statutory provisions of consumer law applicable to the agreement, those provisions shall prevail.

4.    These general terms and conditions apply to all agreements with consumers, provided that the entrepreneur offers delivery to the country concerned.

5.    Before the distance agreement is concluded, the text of these general terms and conditions will be made available to the consumer.

6.    If this is not reasonably possible, it will be indicated before the distance agreement is concluded that the general terms and conditions can be inspected at the entrepreneur's office and that they will be sent free of charge as soon as possible at the consumer's request.

7.    If the distance agreement is concluded electronically, the text of these general terms and conditions may, in deviation from the previous paragraph, be made available to the consumer electronically in such a way that it can be easily stored by the consumer on a durable medium.

8.    If this is not reasonably possible, it will be indicated before the distance agreement is concluded where the general terms and conditions can be inspected electronically and that they will be sent electronically or otherwise free of charge at the consumer's request.

9.    If specific product or service conditions apply in addition to these general terms and conditions, the consumer may, in the event of conflicting provisions, rely on the provision that is most favorable to them, unless explicitly deviating provisions have been established for certain products or services, such as custom-made products.

Article 2 – Definitions

In these general terms and conditions, the following definitions apply:

• Cooling-off period: the period within which the consumer can make use of their right of withdrawal;
• Consumer: any natural person who is not acting in the exercise of a profession or business and concludes a distance agreement with the entrepreneur;
• Days: calendar days;
• Working days: Monday to Friday, excluding generally recognized public holidays in the country from which delivery takes place;
• Durable medium: any instrument which enables the consumer or entrepreneur to store information addressed personally to them in a way accessible for future reference and unaltered reproduction of the stored information;
• Guarantee: any commitment by the entrepreneur attributing certain rights to the consumer regarding the conformity of a product, in addition to the consumer's legal rights if the product fails to comply with the agreement;
• Right of withdrawal: the option for the consumer to withdraw from the distance agreement within the cooling-off period;
• Customization / Custom-made: customization includes in any case: goods manufactured according to the consumer's specifications, which are not prefabricated and are manufactured on the basis of an individual choice or decision of the consumer, or which are clearly intended for a specific person. For example, products provided with a chosen logo as well as products specifically manufactured to measure based on a pattern or design supplied by the customer;
• Entrepreneur: the natural or legal person who offers products and/or services to consumers at a distance;
• Distance agreement: an agreement concluded between the entrepreneur and the consumer within the framework of an organized system for distance sale of products and/or services, whereby sole use is made of one or more techniques for distance communication up to and including the moment the agreement is concluded;
• Technique for distance communication: any means which can be used for the conclusion of an agreement, without the consumer and the entrepreneur being simultaneously present in the same room;
• Business client: any natural or legal person acting in the exercise of a trade, business, craft, or professional activity.

Article 3 – Identity of the entrepreneur

Kovvar B.V., Eckerstraat 38, 8263 CB Kampen, The Netherlands. Telephone: +31 (0) 38 3333 110, E-mail: info@kovvar.com

Article 4 – The offer

1.    Offers are without obligation. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.

2.    The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer.

3.    If the entrepreneur uses images, these are a true representation of the products and/or services offered. Obvious errors, mistakes, or missing information in the offer do not bind the entrepreneur.

4.    The entrepreneur is not obliged to fulfill an agreement if the consumer could reasonably have understood that the offer contained an error or mistake.

5.    Customization in the offer includes in any case: goods manufactured according to the consumer's specifications, which are not prefabricated and are manufactured on the basis of an individual choice or decision of the consumer, or which are clearly intended for a specific person; this explicitly includes products specifically manufactured to measure on the basis of a pattern or design supplied by the customer, as well as products provided with a logo chosen by the customer.

6.    Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer. This concerns in particular, as far as applicable:

• the total price of the products and/or services, including applicable taxes;
• any costs of delivery or other additional costs;
• the manner in which the agreement is concluded and what actions are required for this;
• whether or not a statutory right of withdrawal or other statutory cooling-off period applies;
• the method of payment, delivery, and execution of the agreement;
• the term within which the offer can be accepted, or the period during which the entrepreneur guarantees the price;
• if higher costs apply for distance communication than the basic rate, the amount of these costs will be clearly stated;
• whether the agreement will be archived after conclusion and, if so, in what way it can be accessed by the consumer;
• the way in which the consumer, before concluding the agreement, can check and, if desired, correct the data provided by them in the context of the agreement;
• any languages in which the agreement can be concluded in addition to the language in which these terms and conditions have been drawn up;
• the minimum duration of the agreement in the case of an agreement that extends to the continuous or periodic delivery of products or services.

Article 5 – The agreement

1. The agreement is concluded at the moment the consumer accepts the offer and complies with the conditions set therewith, unless otherwise provided in paragraph 4.
2. If the consumer has accepted the offer electronically, the entrepreneur shall immediately confirm receipt of this acceptance electronically.
3. AAs long as receipt of this acceptance has not been confirmed, the consumer may cancel the agreement.
4. If the agreement is concluded electronically, the entrepreneur shall take appropriate technical and organizational measures to secure the electronic transmission of data and ensure a secure web environment.
5. If electronic payment is possible, the entrepreneur shall observe appropriate security measures.
6. The entrepreneur may, within the limits of the law, investigate whether the consumer can meet their payment obligations and assess other relevant facts that are important for a responsible conclusion of the distance agreement.
7. The entrepreneur shall provide the following information to the consumer at the latest upon delivery of the product or service, in writing or in a manner that can be stored by the consumer on a durable medium (for example, by e-mail):
   1. the visiting address of the entrepreneur's place of business where the consumer can go with complaints;
   2. the conditions and the manner in which the consumer can make use of the right of withdrawal, or a clear statement if the right of withdrawal does not apply;
   3. information about any guarantees and after-sales service;
   4. the data referred to in Article 4, paragraph 4, unless these have already been provided to the consumer before the execution of the agreement;
   5. the conditions for termination of the agreement if it has a duration of more than one year or has been entered into for an indefinite period.

Article 6 – Right of withdrawal

1.    The consumer has the right to withdraw from the agreement regarding the purchase of a product or service without giving reasons within a period of 30 days; this period is an extension of the statutory cooling-off period of 14 days.

2.    The cooling-off period referred to in paragraph 1 starts 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, in the case of a service agreement, on the day the agreement is concluded.

3.    If the consumer cancels the agreement after the product has been transferred to the carrier, but before it has been received, this will be treated as a regular withdrawal. The entrepreneur is in this case not obliged to intercept the shipment. If the tracking code has been provided, transfer to the carrier has taken place and the direct costs of the return shipment shall be borne by the consumer. These costs will be offset against the amount to be refunded. The direct costs for the return shipment for the respective country of destination are communicated on our website under the FAQs “Shipping and delivery”.

4.    The right of withdrawal does not apply to customization. Customization includes in any case: goods manufactured according to the consumer's specifications, which are not prefabricated and are manufactured on the basis of an individual choice or decision of the consumer, or which are clearly intended for a specific person. For example, products provided with a chosen logo as well as products specifically manufactured to measure based on a pattern or design supplied by the customer.

5.    During the cooling-off period, the consumer shall handle the product and the packaging with care; they shall only unpack or use the product to the extent necessary to establish the nature, characteristics, and functioning of the product, the principle being that the consumer may only handle and inspect the product as they would be allowed to do in a shop.

6.    The consumer is liable for any diminished value of the product resulting from handling the product beyond what is permitted in paragraph 5. Diminished value can occur, among other things, in the case of damaged return shipments, missing packaging, and used products. We advise returning the product in its original packaging if possible, as far as reasonably possible unfolded, and well protected to prevent transport or product damage. Damage caused by folding and insufficient packaging can lead to diminished value.

7.    For orders from consumers with a residential address in Switzerland, Swiss law does not grant the same statutory right of withdrawal as within the European Union. If and to the extent that the entrepreneur offers Swiss customers the option to return products, this concerns a voluntary arrangement. In the event of a voluntary return shipment from Switzerland, all direct and indirect costs, including shipping costs, customs duties, import duties, and administrative costs, shall be fully borne by the consumer. The risk for the return shipment rests with the consumer until the goods have been received in good condition by Kovvar B.V.

8.    After exercising the right of withdrawal, the consumer must return the product to the entrepreneur without undue delay and at the latest within 14 days after the notice of withdrawal.

9.    If a return shipment is received outside the applicable withdrawal period or otherwise fails to meet the conditions for withdrawal, the entrepreneur is entitled to refuse the return shipment and refuse to issue a refund. The product can be returned at the consumer's request and at the consumer's expense. The entrepreneur will notify the consumer of this in writing. If the consumer does not respond, give instructions for return receipt, or pay the costs for return shipment within 30 days after this notification, the entrepreneur may assume that the consumer waives their rights to the product. In that case, the entrepreneur is entitled to store, destroy, or otherwise dispose of the product, without being obliged to pay any compensation.

10.  The entrepreneur may withhold reimbursement until the product has been received or until the consumer has supplied proof of having sent back the product, whichever is the earliest.

11.  Refund will then take place within 14 days, whereby any diminished value of the product may be deducted.

12.  Full information about the right of withdrawal, including the conditions, procedure, exceptions, and the model withdrawal form, is available via our website page “Return Policy & Withdrawal”. 

Article 7 – Withdrawal before delivery (Cancellation)

1.    Products manufactured according to the consumer's specifications (customization) are legally excluded from the right of withdrawal. These products cannot be canceled or returned after the conclusion of the agreement.

2.    For standard products (no customization), the consumer can cancel the agreement free of charge as long as the product has not yet been transferred to the carrier. In that case, the entrepreneur will refund the full purchase price within 14 days.

3.    If the consumer cancels the agreement after the product has been transferred to the carrier, but before it has been received, this will be treated as a regular withdrawal. In this case, the entrepreneur is not obliged to intercept the shipment. The direct costs for the return shipment for the respective country of destination are communicated on our website under the FAQs “Shipping and delivery”. This amount will be deducted from the refund.

4.    Refusing a package upon delivery is deemed a withdrawal. The direct costs of the return shipment (the costs charged by the carrier for returning it to the entrepreneur) shall be borne by the consumer and will be offset against the refund. The direct costs for the return shipment for the respective country of destination are communicated on our website under the FAQs “Shipping and delivery”. This amount will be deducted from the refund.

5.    If the consumer does not collect a package from a pick-up point within the storage period set by the carrier, this is deemed a withdrawal. The package will be returned to the entrepreneur by the carrier. The direct costs for the return shipment for the respective country of destination are communicated on our website under the FAQs “Shipping and delivery”. This amount will be deducted from the refund.

Article 8 – Price

1.    During the period of validity stated in the offer, the prices of the products and/or services offered will not be increased, unless price changes are the result of changes in VAT rates or other statutory levies.

2.    In deviation from the previous paragraph, the entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market or in raw material, energy, or transport prices over which the entrepreneur has no influence, with variable prices. This dependence and the fact that any prices stated are target prices will be mentioned with the offer.

3.    After the conclusion of the agreement, prices will not be increased, unless the price increase is the result of statutory regulations or provisions.

4.    All prices stated in the offer are inclusive of applicable VAT. Any delivery costs or other additional costs will be clearly stated before the agreement is concluded. Obvious errors, mistakes, or evident omissions in price indications or offers do not bind the entrepreneur.

Article 9 – Payment

1.    Unless otherwise agreed, payments by the consumer must be made via the payment methods offered on the entrepreneur's website. The consumer is obliged to pay the amounts due immediately upon placing the order, unless a payment method is offered where subsequent payment is possible. If subsequent payment has been agreed, the consumer must pay the amount due within the period stated on the invoice.

2.    The entrepreneur may set additional conditions for certain payment methods or perform a creditworthiness check, to the extent legally permitted.

3.    If the consumer fails to meet their payment obligations in a timely manner, they will receive a free payment reminder granting a period of fourteen (14) days to still fulfill the payment obligation. If payment is not made within this period, the consumer owes statutory interest and extrajudicial collection costs in accordance with Article 6:96 of the Dutch Civil Code (BW) and the Decree on compensation for extrajudicial collection costs.

4.    The entrepreneur is entitled to refuse an order or to set additional conditions if there are valid reasons to assume that the consumer will not meet their payment obligations. Implied retention of title follows.

5.    The delivered products remain the property of the entrepreneur until the consumer has fully met their payment obligations.

6.    The entrepreneur reserves the right to refuse, cancel, or impose additional conditions on orders if there are suspicions of fraud, misuse of payment methods, improper use of discount codes, or other abuse of the website or the ordering process.

Article 10 – Conformity and guarantee

1.    The entrepreneur guarantees that the delivered products comply with the agreement, the specifications stated in the offer, and the reasonable requirements of soundness and usability. Consumers are entitled to statutory conformity of the delivered goods in accordance with applicable consumer law.

2.    The consumer shall provide all reasonably necessary cooperation for the investigation of the complaint, including providing photos, videos, order details, and a description of the alleged defect, insofar as this can reasonably be requested of them. Kovvar B.V. is entitled to require additional information or inspection of the product if this is necessary for the assessment of the complaint or the determination of the cause of the alleged defect.

3.    An additional guarantee provided by the entrepreneur, manufacturer, or importer does not affect the statutory rights of the consumer.

4.    Further information about the guarantee, the principle of conformity, complaint procedures, and the handling of defects can be found on our website page “Warranty”.

Article 11 – Delivery and execution

1.    The entrepreneur will observe the greatest possible care when receiving and executing orders for products.

2.    The place of delivery is the address that the consumer has made known to the company. The consumer must ensure that this address is correct and complete. If delivery cannot take place or extra costs arise as a direct result of an incorrect or incomplete address provided, the entrepreneur is entitled to charge the reasonable extra costs to the consumer, insofar as these are attributable to the consumer.

3.    The delivery times in working days stated by the entrepreneur on the website apply as agreed delivery times for orders placed via the website. Deviating delivery times may be agreed upon, for example, in the case of customization, larger orders, or partial deliveries.

4.    If delivery is delayed, the consumer will be informed of this as soon as possible. If the delivery time is exceeded by more than 7 days, the consumer has the right to cancel the agreement free of charge.

5.    Delivery delays may occur due to circumstances beyond the reasonable control of the entrepreneur that cannot be attributed to him, such as delays with carriers, logistical partners, or customs procedures, as well as unforeseen disruptions in production processes or equipment failure. In that case, there is no attributable shortcoming on the part of the entrepreneur. This does not affect the statutory rights of the consumer regarding delivery.

6.    After dissolution in accordance with the previous paragraph, the entrepreneur will refund the amount paid by the consumer as soon as possible, but at the latest within 14 days after dissolution.

7.    If delivery of an ordered product proves impossible, the entrepreneur will make an effort to offer a replacement item. At the latest upon delivery, it will be stated clearly and understandably that a replacement item is being delivered. For replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment of a replacement item shall be borne by the entrepreneur.

8.    The risk of damage or loss of products rests with the entrepreneur until the moment the product is physically delivered to the consumer or a third party designated in advance by the consumer who is not the carrier, unless expressly agreed otherwise.

9.    Delivery takes place via a carrier or logistical partner chosen by the entrepreneur. The entrepreneur can make use of international carriers or distribution networks. It is not possible for the consumer to choose a national postal service or another external carrier for the delivery of the order, unless this has been explicitly agreed in advance with the entrepreneur.

10.  The entrepreneur is entitled to deliver an order in several partial shipments, provided this is reasonable for the consumer and does not entail extra costs.

Article 12 – Force majeure

1.    The entrepreneur is not obliged to fulfill any obligation towards the consumer if he is prevented from doing so as a result of force majeure.

2.    Force majeure is understood to mean any circumstance beyond the entrepreneur's reasonable control which prevents the fulfillment of obligations in whole or in part. This includes, but is not limited to: natural disasters, fire, war, pandemics, strikes, transport problems, disruptions in energy or telecommunication networks, government measures, customs delays, or other disruptions in logistical chains.

3.    If a situation of force majeure occurs, the entrepreneur will inform the consumer as soon as possible. During the period of force majeure, the obligations of the entrepreneur are suspended. If the force majeure situation lasts longer than a reasonable period, both the entrepreneur and the consumer have the right to cancel the agreement in whole or in part without any obligation to pay compensation.

Article 13 – Continuing performance contracts: Duration, termination and extension

1.    This article applies exclusively if an agreement is concluded between the entrepreneur and the consumer that extends to the regular delivery of products or services (continuing performance contract).

2.    The consumer may terminate an agreement entered into for an indefinite period at any time, subject to the agreed termination rules and a notice period of a maximum of one month.

3.    An agreement entered into for a fixed period and extending to the regular delivery of products or services may be terminated by the consumer towards the end of the agreed term, subject to a notice period of a maximum of one month.

4.    If a fixed-term agreement is tacitly renewed, this renewal will take place for an indefinite period, whereby the consumer may terminate the agreement at any time with a notice period of a maximum of one month.

Article 14 – Product deviations and tolerances

1.    Small deviations in color, structure, material, or dimensions of delivered products are possible and are deemed acceptable if they result from the production process, materials used, or technical limitations.

2.    Images, colors, and product descriptions on the website or in other means of communication serve for illustration purposes only and may deviate to a limited extent from the actual product delivered.

3.    Deviations that fall within reasonable and customary production tolerances do not constitute a defect and do not entitle the consumer to dissolution of the agreement or compensation. This does not affect the statutory rights of the consumer regarding the conformity of the product.

Article 15 – Liability

1.    The entrepreneur is liable for damage resulting from intent or gross negligence on the part of the entrepreneur, his legal representatives, or vicarious agents. The entrepreneur is also fully liable for damage resulting from injury to life, body, or health.

2.    To the extent that a guarantee has been given or insofar as applicable product liability legislation applies (including Directive 85/374/EEC, as amended), the statutory liability of the entrepreneur remains unimpaired.

3.    In the event of a breach of an essential obligation under the agreement, the entrepreneur's liability is limited to the damage that was reasonably foreseeable at the time the agreement was concluded. To the extent permitted, the entrepreneur's liability for other damage is limited to direct damage.

4.    The limitations of liability included in this article also apply in favor of the legal representatives, employees, and vicarious agents of the entrepreneur.

5.    To the extent legally permitted, the entrepreneur is not liable for indirect damage, consequential damage, or lost profit, unless this damage is the result of intent or gross negligence.

Article 16 – Complaints procedure

1.    The entrepreneur has a sufficiently publicized complaints procedure and handles complaints in accordance with this complaints procedure.

2.    Complaints about the execution of the agreement must be submitted to the entrepreneur fully and clearly described within a reasonable time after the consumer has discovered the defects. Complaints about the execution of the agreement can be submitted via the contact form on the entrepreneur's website.

3.    Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will reply within the 14-day period with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed answer.

Article 17 – Applicable law and competent court

1.    Dutch law applies to agreements between the entrepreneur and the consumer. This choice of law is without prejudice to the fact that the consumer also enjoys the protection of mandatory provisions of the law of the country where they have their habitual residence, insofar as these provisions cannot be contractually excluded under the applicable private international law, including the Rome I Regulation.

2.    Disputes between the entrepreneur and the consumer shall be settled by the competent court:

• a. of the place of residence of the consumer;
• b. of the Netherlands, insofar as the consumer chooses to do so.

3.    The entrepreneur will bring a dispute exclusively before the competent court of the country where the consumer has their habitual residence.

4.    Insofar as applicable, jurisdictional rules are determined in accordance with:

• the Brussels I-bis Regulation (EU);
• the Lugano Convention (for EEA countries outside the EU and Switzerland);
• the national law of the United Kingdom, insofar as applicable.

5.    Consumers may also make use of alternative dispute resolution (ADR) through competent alternative dispute resolution bodies within the European Union.

Article 18 – Dispute resolution

1. The European Commission provides information on out-of-court dispute resolution and consumer rights within the European Union through the "Consumer Redress in the EU" platform: https://consumer-redress.ec.europa.eu. The email address of Kovvar B.V. is info@kovvar.com.
2. In principle, the trader is not obliged to participate in an alternative dispute resolution procedure before a consumer dispute resolution body, unless such participation is required under applicable law.
3. Consumers may also contact the competent dispute resolution bodies in the country of their habitual residence, in accordance with the legislation applicable in that country.
   
    

Article 19 – Nullity and voidability

1.    If any provision of these general terms and conditions is fully or partially invalid or voided, the remaining provisions shall remain fully in force.

2.    In that case, the invalid or voided provision will be replaced by a valid provision which, as far as possible, has the same legal and economic intent.

Article 20 – Additional or deviating provisions

1.  Additional provisions or provisions that deviate from these general terms and conditions may not be to the detriment of the consumer.

2. Such provisions must be recorded in writing or in such a way that they can be stored by the consumer on a durable medium.

 

Last updated: 20-3-2026

Article 1 – Applicability

1.    These general terms and conditions apply to all offers, quotations, agreements, and deliveries of Kovvar B.V. to business clients. Business clients are understood to mean any natural or legal person acting in the exercise of a profession or business.

2.    Deviations from these terms and conditions are only valid if they have been explicitly confirmed in writing by Kovvar B.V. The applicability of any general terms and conditions of the buyer is explicitly rejected.

Article 2 – Identity of Kovvar B.V.

Kovvar B.V., Eckerstraat 38, 8263 CB Kampen, The Netherlands. Telephone: +31 (0) 38 3333 110, E-mail: sales@Kovvar.com

Article 3 – Offers and quotations

1.    All offers and quotations from Kovvar B.V. are without obligation, unless explicitly stated otherwise.

2.    Kovvar B.V. cannot be held to an offer if the buyer could reasonably have understood that the offer contained an obvious error or mistake.

3.    An agreement is concluded at the moment an order is confirmed in writing by Kovvar B.V. or is actually executed.

Article 4 – Conclusion of the agreement

1.    An agreement between Kovvar B.V. and the buyer is only concluded after an order has been confirmed in writing by Kovvar B.V. or has been actually executed.

2.    Verbal commitments or agreements are only binding after they have been confirmed in writing by Kovvar B.V.

3.    Kovvar B.V. is entitled to refuse an order without giving reasons.

Article 5 – Prices

1.    All prices are exclusive of VAT and other government levies, unless stated otherwise.

2.    Any transport, shipping, or packaging costs will be charged separately unless stated otherwise.

3.    Kovvar B.V. is entitled to pass on price increases if they are the result of rising raw material prices, transport costs, energy prices, or other external factors.

4.    If, between the date of the order and the date of delivery, there is an increase in cost-determining factors, including transport and fuel costs, Kovvar B.V. is entitled to pass this increase on to the buyer. Kovvar B.V. will communicate such price changes in advance as much as possible.

5.    Discount codes issued by Kovvar B.V. are exclusively intended for the addressee business client and are not transferable to third parties. Unless explicitly stated otherwise, only one discount code can be used per order. Discount codes cannot be combined with other promotions, current quotations, or previously made price agreements. Discount codes are not valid on shipping costs, specific product groups, and items already discounted. Kovvar B.V. reserves the right to deactivate discount codes in the event of improper use or fraud.

Article 6 – Payment

1.    Payment must be made within thirty (30) days from the invoice date, unless otherwise agreed in writing.

2.    If the buyer fails to meet their payment obligations in a timely manner, they are in default by operation of law without any further notice of default being required. From the moment of default, the buyer owes statutory commercial interest (wettelijke handelsrente) in accordance with Article 6:119a of the Dutch Civil Code (BW).

3.    If the buyer fails to meet their payment obligations in a timely manner, all reasonable costs incurred to obtain satisfaction, both judicially and extrajudicially, shall be fully borne by the buyer.

4.    Kovvar B.V. is entitled, if the buyer fails to pay on time or if there are valid reasons to assume that the buyer will not fulfill their obligations:

• to suspend delivery;
• to require advance payment;
• to require additional securities for the fulfillment of payment obligations.

5.    If the buyer is in default with the fulfillment of any payment obligation, all outstanding claims of Kovvar B.V. shall become immediately due and payable.

6.    Business clients within the EU are obliged to provide their valid VAT number during the ordering process to claim an intra-community supply (0% VAT). In the absence of a valid VAT number at the time of purchase, the transaction will be processed as a private delivery including VAT. Due to tax automation processes, invoices cannot be modified retroactively from private to business after completion of the order.

Article 7 – Retention of title, securities and repossession

1.    All goods delivered by Kovvar B.V. remain the property of Kovvar B.V. until the buyer has fully complied with all obligations under all agreements with Kovvar B.V., including payment of the purchase price, interest, costs, and any compensation.

2.    The buyer is entitled to resell or process the goods in the context of their normal business operations, provided that this is done subject to the property rights of Kovvar B.V.
If the buyer resells the goods before full payment has taken place, the buyer hereby assigns in advance all claims arising from this resale to Kovvar B.V., as security for payment of everything the buyer owes to Kovvar B.V.

3.    As long as the ownership of the goods has not passed to the buyer, the buyer is not entitled to pledge the goods, encumber them, or otherwise grant third parties rights thereto.

4.    The buyer is obliged to keep the goods subject to retention of title with due care, to administer them separately, and to clearly identify them as the property of Kovvar B.V.

5.    The buyer is obliged at the first request of Kovvar B.V. to provide all information necessary to exercise its property rights and/or assigned claims.

6.    If the buyer fails to perform their obligations, Kovvar B.V. is entitled to repossess the delivered goods immediately. The buyer hereby grants Kovvar B.V. and third parties designated by it unconditional permission to enter the places where the goods are located in order to repossess them.

7.    Kovvar B.V. is entitled to retain the goods it holds from the buyer until the buyer has fulfilled all their obligations towards Kovvar B.V. All costs associated with retrieving, storing, or collecting goods or claims shall be fully borne by the buyer.

8.    The buyer is obliged to adequately insure the goods subject to retention of title and to keep them insured against, among other things, fire, theft, and damage.

9.    If the goods are processed or mixed, co-ownership arises in favor of Kovvar B.V. pro rata to the value of the goods delivered by Kovvar B.V.

10.  If third parties seize the goods delivered under retention of title, the buyer is obliged to inform Kovvar B.V. thereof in writing immediately.

Article 8 – Transfer of risk and transport

1.    The risk of loss, damage, or diminished value of the goods passes to the buyer at the moment the goods are transferred to the carrier, regardless of whether the transport is organized or paid for by or on behalf of Kovvar B.V. This also applies if ownership of the goods has not yet passed to the buyer. From the moment of transfer of risk, transport takes place entirely at the expense and risk of the buyer. Kovvar B.V. is not liable for damage arising during transport, unless there is intent or gross negligence on the part of Kovvar B.V. 

2.    The buyer must inspect the delivered goods immediately upon receipt for visible damage, shortages, and deviations.

Deliveries with physical receipt registration:

3.    For pallet, freight, or other deliveries where a physical receipt registration, signature, or delivery confirmation takes place, visible transport damage must be noted on the transport documents or delivery documents immediately upon receipt. If visible transport damage is not recorded in writing immediately upon receipt, the presumption applies that the goods were received in good condition. Any damage during transport must be claimed directly from the carrier by the buyer. Kovvar B.V. is not obliged to handle such claims on behalf of the buyer or to provide any compensation for them.

Deliveries without physical receipt registration:

4.    For package deliveries without physical receipt registration, visible transport damage must be reported in writing to both the carrier and Kovvar B.V. at the latest within 48 hours after delivery, accompanied by clear photos of the packaging and the goods. The transport risk of package deliveries without physical receipt registration lies entirely with the buyer from the moment of transfer to the carrier. The buyer remains obliged to fully pay the agreement.

5.    If a package is lost or damaged during transport, Kovvar B.V. will, exclusively as an additional service, submit a damage claim to the carrier on behalf of the buyer. Kovvar B.V. does not guarantee a successful payout by the carrier. If and insofar as the carrier pays out a damage compensation, actual cash value, or other compensation with regard to the lost or damaged package, Kovvar B.V. will pay the amount actually received through to the buyer. Kovvar B.V. is not liable for damage, consequential damage, or loss of value above the amount actually paid out by the carrier, unless there is intent or gross negligence on the part of Kovvar B.V.

General provisions:

6.    If the buyer fails to report visible transport damage in a timely manner in accordance with this article, any claims regarding visible transport damage shall lapse, unless the buyer demonstrates that the damage could reasonably not have been established earlier.

7.    If the buyer fails to take delivery of the goods on time or delivery is delayed due to the buyer, the risk passes at the moment the goods are ready for delivery.

8.    Deviating agreements apply exclusively if they have been explicitly agreed in writing. The provisions of this article do not affect the retention of title as included in Article 7.

Article 9 – Delivery

1.    Delivery takes place at the address specified by the buyer. Specified delivery times are indicative and do not apply as a strict deadline (fatale termijn). Exceeding a delivery time does not entitle the buyer to compensation or dissolution of the agreement, unless there is intent or gross negligence on the part of Kovvar B.V. , Kovvar B.V. is free to execute orders in partial deliveries if the situation so requires.

2.    The buyer is responsible for providing a correct, complete, and accessible delivery address, including correct contact and delivery details. If delivery proves impossible as a result of an incorrect, incomplete, or inaccessible delivery address provided by the buyer, all resulting costs, including extra shipping costs, return costs, storage costs, administrative costs, and other handling costs, shall be fully borne by the buyer.

3.    If the buyer refuses a delivery, fails to take receipt, or fails to collect a shipment from a pick-up point or carrier on time, the buyer remains fully liable for payment. All resulting costs, including return, storage, destruction, and additional transport costs, shall be fully borne by the buyer. The failure to collect or the refusal of a delivery by the buyer does not count as a cancellation or dissolution of the agreement, unless otherwise agreed in writing. Kovvar B.V. reserves the right to store or reship goods that are not taken delivery of on time by the buyer at the expense and risk of the buyer.

Article 10 – Intellectual property and product development

1.    All intellectual property rights with regard to the products, designs, (product) photos, images, descriptions, data files, and other content of Kovvar B.V., regardless of the manner in which they have been made available, rest exclusively with Kovvar B.V. or its licensors. The counterparty exclusively obtains the usage rights that are explicitly granted in these terms and conditions or in writing.

2.    If products, designs, or elaborations come into being based on wishes, instructions, or advice of the counterparty, all intellectual property rights thereof remain exclusively vested in Kovvar B.V., unless explicitly agreed otherwise in writing.

3.    The counterparty is prohibited, without the prior written consent of Kovvar B.V., from:

• copying, reproducing, analyzing (reverse engineering), or having third parties manufacture products, designs, or customizations of Kovvar B.V in whole or in part;
• using product photos, drawings, specifications, or advice for purposes other than the execution of the agreement;
• developing or having developed products that are based on or derived from the (custom) products delivered by Kovvar B.V.;
• automatically collecting data (such as via scraping) from the website or systems of Kovvar B.V.

4.    An infringement also includes manufacturing or having manufactured products based on designs or advice developed by Kovvar B.V., even if these arose in cooperation with the counterparty.

5.    The counterparty will not perform any actions that could harm the intellectual property rights of Kovvar B.V. The counterparty is obliged to inform Kovvar B.V. without delay of any (alleged) infringements by third parties and will, at the first request, provide all cooperation to enforcement measures. The counterparty is obliged toi mmediately cease and keep ceased an infringement at the first request of Kovvar B.V.

6.    In the event of a violation of this article, the counterparty shall forfeit to Kovvar B.V. an immediately due and payable penalty, not subject to set-off, of €10,000.- per violation, as well as €1,000.- for each day (where part of a day counts as a full day) that the violation continues, up to a maximum of €100,000.-.re

7.    The provisions of paragraph 6 do not affect the right of Kovvar B.V. to claim full compensation (including lost profit) instead of the penalty, nor the right to performance, injunctive relief, or other provisional measures.

8.    Provided materials and content may exclusively be used by the counterparty for the purpose of reselling original products of Kovvar B.V. and for no other purpose.

Article 11 – Inspection, complaints and returns

1.    No right of withdrawal applies to agreements between Kovvar B.V. and business clients.

2.    The buyer is obliged to inspect the delivered goods carefully immediately upon delivery. Visible defects, insofar as they are observable during a customary and careful inspection immediately after delivery, must be reported in writing and specified at the latest within fourteen (14) days after delivery.

3.    Hidden defects must be reported in writing and specified at the latest within twenty-one (21) days after discovery. In the absence of a timely report, all rights of the buyer regarding the alleged defect shall lapse.

4.    Processing, installation, or putting into use of the goods counts as acceptance of the goods. Complaints do not suspend the payment obligation of the buyer.

Article 12 – Warranty and product specifications

1.    Unless otherwise agreed in writing, a warranty period of six (6) months from delivery applies. The burden of proof that a defect was already present upon delivery rests entirely with the buyer.

2.    The warranty extends exclusively to defects that are the direct result of material or manufacturing faults.

3.    Warranty obligations of Kovvar B.V. are suspended as long as the buyer has not fully and timely met all their payment obligations towards Kovvar B.V., regardless of the agreement from which these obligations arise.

4.    Customization is understood to mean: products manufactured according to the client's specifications, which are not prefabricated and are produced on the basis of an individual choice or decision of the client, or are clearly intended for a specific person, such as, among other things, custom-made mats or mats provided with a logo.

5.    For customized products, Kovvar B.V. does not guarantee the accuracy and suitability of specifications supplied by the client, such as designs or logos. Defects resulting from these supplied materials shall be at the expense and risk of the client. Kovvar B.V. does guarantee that the customized product is manufactured in accordance with the agreed specifications and in a proper manner.

6.    Excluded from the warranty are in any case: normal wear and tear, discoloration (for example due to sunlight), intensive or incorrect use, incorrect assembly, external influences, and aesthetic deviations that do not affect functionality.

7.    Images, colors, and descriptions in catalogs or on the website serve for illustration purposes only; the actual product delivered may deviate to a limited extent. Minor deviations in color, structure, material, or dimensions (including customary production tolerances) do not constitute a defect and do not entitle the buyer to repair, replacement, dissolution, or compensation. This applies in particular to customized products where such differences are inherent to the production process.

Article 13 – Continuing performance agreements

1.    If an agreement is concluded between Kovvar B.V. and the buyer that extends to the periodic delivery of goods or services, it is entered into for the agreed duration.

2.    If no duration has been agreed, the agreement can be terminated in writing by either party with a notice period of one (1) month without the parties being mutually obliged to pay any compensation, unless there is intent or gross negligence.

3.    Kovvar B.V. is entitled to terminate a continuing performance agreement with immediate effect if the buyer fails to fulfill their obligations.

Article 14 – Legal consequences of defects

1.    If a defect is reported in a timely and justified manner, Kovvar B.V. is exclusively obliged – at its own choice – to repair or replace.

2.    If repair or replace is not possible, liability is limited to a credit up to the invoice amount of the delivery concerned.

3.    Dissolution is only possible for the delivery concerned and after a written notice of default. Kovvar B.V. is not obliged to pay further compensation.

Article 15 – Liability

1.    Liability of Kovvar B.V. is in all cases limited to the amount paid out under the liability insurance in the case concerned, increased by the amount of the deductible (eigen risico). If, for any reason, no payout takes place under the insurance, the liability of Kovvar B.V. is limited to a maximum of the invoice amount of the delivery concerned.

2.    Kovvar B.V. is not liable for indirect damage, consequential damage, lost profit, stagnation damage, reputational damage, missed savings, or claims of third parties.

3.    The limitations of liability included in this article do not apply in case of intent or gross negligence on the part of the management of Kovvar B.V.

4.    A condition for the arising of any right to compensation is that the buyer reports the damage in writing and with reasons to Kovvar B.V. at the latest within fourteen (14) days after discovery. Any legal claim for compensation lapses if it has not been brought before the court within twelve (12) months after discovery.

Article 16 – Force majeure

1.    Kovvar B.V. is not obliged to fulfill obligations if this is impossible due to force majeure. Force majeure includes, but is not limited to:

• war, terrorism, or geopolitical conflicts;
• pandemics;
• government measures;
• disruptions in energy supply;
• fuel shortages or oil crises;
• raw material or material shortages;
• disruptions in international transport or supply chains;
• strikes or labor unrest;
• disruption in transport or communication networks.

2.    During force majeure, obligations are suspended. If the force majeure situation continues for more than 60 days, both parties have the right to cancel the agreement in writing without the parties being obliged to pay any compensation.

Article 17 – Limitation period

1.    All legal claims against Kovvar B.V. lapse at the latest twelve (12) months after delivery of the goods concerned, unless mandatory law opposes this.

Article 18 – Applicable law and competent court

1.    Dutch law applies exclusively to all legal relationships to which Kovvar B.V. is a party, regardless of whether the agreement is executed in whole or in part abroad and regardless of the place of residence or business of the counterparty. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.

2.    All disputes arising from or related to agreements to which these general terms and conditions apply shall be submitted exclusively to the competent court in the district where Kovvar B.V. has its registered seat.

3.    The choice of forum included in paragraph 2 applies as an exclusive choice of forum within the meaning of:

• The Brussels I-bis Regulation (EU) (Regulation (EU) No 1215/2012);
• the Lugano Convention (for Switzerland and EEA countries outside the EU); and
• the Hague Choice of Court Convention 2005 (for, among others, the United Kingdom).

4.    If a provision of these general terms and conditions proves to be invalid or is voided, the remaining provisions shall remain fully in force. Parties will in that case enter into consultations to agree on a replacement provision, taking into account as much as possible the purpose and intent of the original provision.