GENERAL CONDITIONS of HKliving B.V.
Article 1. Definitions
In these general conditions, the terms below are defined as follows:

a. Contractor/Seller: HKliving B.V., with its registered office at De Dieze 2, 8253 PS
Dronten (Chamber of Commerce no.: 53793560), also referred to below as
‘HKliving’.

b. Client: any natural person or legal entity acting in the capacity of a business
operator to whom/which HKliving supplies or provides products, for whom/which
HKliving performs services, with whom/which HKliving enters into a purchase
agreement, sales agreement or agreement for services, or with whom/which
HKliving is in discussions or negotiations to conclude a purchase agreement, sales
agreement or agreement for services.

c. Agreement: any purchase agreement, sales agreement or agreement for services
between HKliving and the Client, any amendment or addition to that agreement, and
all legal acts to prepare for and perform that agreement.

d. Products: all goods that HKliving offers to the Client under a purchase agreement,
for the purpose of providing services or otherwise.

e. Services: all activities, in whatever form and however named, performed by or on
behalf of HKliving in connection with the Products or otherwise;

f. Order: any assignment from the Client, in whatever form.

Article 2. Applicability

2.1. These general conditions apply to all HKliving’s offers (and other legal acts) and to all
agreements that HKliving will conclude with the Client.

2.2. HKliving expressly rejects the applicability of any general conditions of the Client.

2.3. Amendments and additions to any provision of the agreement and/or these general
conditions can only be agreed in writing, in which case the other provisions will remain
fully in effect.

2.4. If an amendment and/or addition as referred to in the previous paragraph is agreed, this
amendment and/or addition will apply only to the agreement in question, unless
expressly agreed otherwise.

2.5. Accepting an offer or placing an order implies that the Client fully and unreservedly
accepts the applicability of these general conditions.

Article 3. Offer, information and concluding the agreement

3.1. All offers are without obligation. HKliving is bound only once it has accepted an
assignment/order in writing or otherwise confirmed its agreement. Unless expressly
agreed otherwise, HKliving may refuse orders and/or assignments, or set certain
conditions for the delivery (and/or assignment).

3.2. If the Client’s acceptance differs from the proposal included in the offer, even on
apparently minor points, HKliving is not bound by that acceptance. The agreement is
then not concluded in accordance with this different acceptance, unless HKliving states
otherwise.

3.3. A combined offer/quotation does not oblige HKliving to perform part of the assignment
(or make a partial delivery) for a corresponding part of the price stated in the offer.

3.4. If an order (and/or assignment) has not been accepted beforehand in writing, for
example when sales are made from stock, the purchase agreement is concluded by
HKliving fully or partially complying with a Client’s request for delivery or by sending an
invoice to a Client that has requested delivery. The invoice is then deemed to correctly
reflect the agreed order or Services.

3.5. Although HKliving specifies all numbers, measurements, weight and/or other details of
the Products and/or Services carefully, it cannot warrant that variations will not occur.
Should variations nevertheless occur with regard to the delivered Products and/or
Services, the Client will purchase the additional Products or Services required under the
same conditions and for the same prices. HKliving will not accept returns of surplus
Products that have been delivered. Drawings or designs that HKliving shows or provides
are only indicative of the Products and/or Services in question. If the Client demonstrates
that the Products and/or Services delivered (and/or contracting work) vary from
HKliving’s specifications, or from the drawings or designs, such that they can no longer
reasonably be required to purchase them, the Client may terminate the agreement in so
far as that termination is reasonably necessary.

3.6. The images, drawings and similar items that HKliving provides remain its property and
may not be copied or reproduced without its express permission or made available to
third parties.

Article 4. Client’s obligations

4.1. The Client must promptly provide HKliving with all information that HKliving believes it
requires to perform the agreement properly. The offer is based on the information that
the Client provides for that purpose, which HKliving may trust is accurate and complete.
The information provided by the Client will serve as a starting point for concluding the
agreement. The Client warrants the accuracy, completeness and reliability of the
information provided to HKliving, even if it comes from third parties.

4.2. The Client may not sell HKliving’s Products through third parties and/or platforms (online
or otherwise). The Client may sell HKliving’s Products only as part of their own, normal
business operations, online through their own website, clearly stating in the domain
name and on the website that the Client is offering the products for sale.

Article 5. Performing the agreement in phases and cancellation

5.1. If it is agreed that the agreement will be performed in phases, HKliving may – if
applicable – suspend performing those parts belonging to a subsequent phase, or
making partial deliveries, until the Client has fulfilled their total payment obligation
towards HKliving.

5.2. If the Client does not give notice and make the request referred to in Article 6.12 in due
time, HKliving may cancel (give notice of termination of) the order and charge the costs
incurred to the Client.

5.3. If the Client wishes to cancel (give notice of termination of) the delivery of Products or
Services, this can be done by email, subject to the costs below unless HKliving waives
them:
a. for cancellation up to thirty (30) days before delivery starts: forty-five per cent (45%)
of the invoice amount;

b. for cancellation from thirty (30) to twenty-one (21) days before delivery starts: sixty
per cent (60%) of the invoice amount;

c. for cancellation from twenty-one (21) to fourteen (14) days before delivery starts:
eighty-five per cent (85%) of the invoice amount;

 

d. for cancellation from fourteen (14) to seven (7) days before delivery starts: ninety
per cent (90%) of the total invoice amount;

e. for cancellation in the last seven (7) days before delivery starts: one hundred per
cent (100%) of the invoice amount.

5.4. By way of exception to Article 5.3, the Client may not cancel the delivery of customized
Products or Services, such as Products or Services made especially for the Client in
numbers or otherwise, which determination is at HKliving’s sole discretion.

Article 6. Deadlines, delivery and delivery periods
6.1. The deadlines or delivery periods that HKliving gives to the Client for performing the
agreement are indicative only and not to be regarded as strict deadlines, even if they are
final dates.

6.2. If HKliving cannot perform the agreement within the agreed period, other than in the
case referred to in Article 5.1, it must notify the Client as soon as possible of the period
within which the agreement can be performed.

6.3. If any period specified by HKliving is exceeded,                                                                                                                                                                                                                                                                                    HKliving is in default only after the Client has given it a written notice of default                                                                                                                                                                                                                                             and a reasonable period in which to still fulfill its
obligations towards the Client.

6.4. If Products can be delivered from stock, they will be shipped as soon as possible after
the order is placed. HKliving may charge shipping costs for sending ordered Products.
Ordered Products are delivered to the delivery address known to HKliving, which is not
of a temporary nature.

6.5. If the Products cannot be delivered on the agreed delivery date for a reason attributable
to the Client, the Client is responsible for the additional costs incurred. If the Client
wishes to change the delivery date, this can be done free of charge up to one (1) day in
advance, after which HKliving can charge costs.

6.6. The Client must sign for receipt of the Products.

6.7. If the Client refuses to accept delivery or fails to provide proper information or
instructions needed for delivery, the Products will be stored at the Client’s expense and
risk.

6.8. If the Client observes visible damage during or immediately after the delivery of the
Products that has been, or probably has been, caused by or during the transport of the
Products, they must report this damage to HKliving within forty-eight (48) hours of
delivery, by both email and registered post. Given the nature of this damage, HKliving
will not deal with reports of visible damage caused by or during transport more than
forty-eight (48) hours after the Products have been delivered. The Client then cannot
recover this damage from HKliving and no other action can be taken against the
Contractor/Seller.

6.9. Unless the contrary is proved, HKliving’s delivery obligation will be met as soon as it has
offered delivery of the Products to the Client once. The carrier’s report, containing the
refusal of acceptance, serves as conclusive evidence that delivery has been offered in
the absence of evidence to the contrary.

6.10. If the Client refuses the Products offered, return freight and storage charges, and the risk
of damage or loss of the refused Products, are entirely at the Client’s expense, unless
the Client invokes the right to terminate the purchase or to replace the Product on valid
grounds.

6.11. A desired delivery date specified by the Client is only a desired (indicative) delivery date.
The actual delivery date may vary and is final only once HKliving confirms it.

6.12. If a 15-metre articulated lorry cannot access the delivery address, the Client must report
this to HKliving within a reasonable period before the delivery date, taking into account
the transport time from HKliving to the delivery address, and request special transport.
The Client is responsible for the additional costs. The cargo will be unloaded alongside

the articulated lorry, as close as possible to the desired delivery address, if this is
feasible and responsible.

Article 7. Prices, costs and rates

7.1. HKliving’s quoted prices, costs and rates exclude turnover tax and any other government
levies. The prices and rates apply to the agreement mentioned in the order
confirmation/offer in accordance with the stated specifications and the specified
period(s).
Special provisions for Services

7.2. HKliving and the Client can agree a fixed price when concluding the agreement. If no
fixed price is agreed, the price will be determined based on the number of hours actually
worked (on a costs-plus basis).

7.3. The price will then be calculated according to HKliving’s usual hourly rates, valid for the
period in which the Services are provided, unless a different hourly rate has been
agreed.

7.4. If assignments last longer than three (3) months, the costs owing by the Client will be
charged on a monthly basis.

7.5. HKliving may always charge the Client all price-increasing factors that arise after it
submits its offer or concludes the agreement.

7.6. If a fixed fee or hourly rate increases by more than 10%, the Client may terminate the
agreement. The Client may not terminate the agreement if the right to increase the fixed
fee or hourly rate arises from legislation.

7.7. HKliving must inform the Client in writing of its intention to increase the fixed fee or
hourly rate, stating the extent of the price increase and the date on which it will take
effect.

7.8. If the Client does not wish to accept the increase of more than 10% in the fixed fee or
hourly rate announced by HKliving, they may terminate the agreement effective from the
date specified in the notice as the date on which the price or rate adjustment will take
effect within fourteen (14) days of receiving notice of it.

Article 8. Warranty

8.1. HKliving offers no more extensive warranty on delivered Products than the warranty
conditions of the manufacturer of these Products, without this affecting the Client’s rights
arising from mandatory statutory provisions.

8.2. HKliving is not responsible for the ultimate suitability of the Products for each individual
application by the Client or for any advice regarding the use or application of the
Products.

8.3. The Client must inspect the delivered Products immediately upon receipt. If it appears
that the delivered Product is incorrect, faulty or incomplete, the Client must immediately
report these defects in detail and in writing to HKliving before returning it. The Client
must report any defects or incorrectly delivered Products in writing to HKliving within
eight (8) days of delivery. The Products must be returned in their original packaging
(including accessories and accompanying documentation) and in their new condition. If
the Products are put to use, damaged, encumbered and/or resold after defects are
discovered, this right to complain and return them ceases to apply in full.

8.4. If HKliving finds the Client’s complaints to be valid, it must, at its discretion, either
replace the delivered Products free of charge or agree on compensation with the Client
in writing, subject to the limitations on its liability under the provisions of Article 14.

8.5. This warranty does not apply:
a. if and as long as the Client is in default towards HKliving;
b. if the Client has repaired and/or modified the delivered Products or has had them
repaired and/or modified by third parties;
c. if the delivered Products have been exposed to abnormal conditions or have been
handled carelessly or contrary to HKliving’s instructions and/or the instructions for
use on the packaging;
d. the defect is wholly or partly the result of regulations that the government has
imposed or will impose regarding the nature or the quality of the materials used.

8.6. Once delivered, HKliving does not accept returned Products and the Client cannot return
them to HKliving, except in cases in which these general conditions stipulate otherwise,
and the Client also cannot claim repayment of the purchase price or other full or partial
compensation from HKliving.

Article 9. Force majeure
9.1. For the purpose of these general conditions, and in addition to what is understood by
the term in legislation and case law, force majeure means all external causes,
foreseeable or unforeseeable, over which HKliving has no control, but which prevent
HKliving from fully or partially fulfilling its obligations. These include but are not limited
to fires, accidents, illness, epidemics, pandemics, quarantines, strikes, riots, war,
government measures, extensive power cuts, transport restrictions and threats of
terrorism.

9.2. If the force majeure is permanent, HKliving may terminate the agreement with the Client
by means of a written statement without judicial intervention. In that case, HKliving is not
liable for damage of any nature and extent suffered by the Client.

9.3. If the force majeure is temporary, HKliving may extend the periods within which the
agreement must be performed by the time the temporary force majeure lasts.

9.4. If the force majeure period lasts longer than six (6) months, the Client may fully or
partially terminate the agreement without being entitled to compensation and without
being released from their payment and other obligations for the part of the agreement
that HKliving has already performed.

9.5. If HKliving has already partially fulfilled its obligations or can only partially fulfill its
obligations when force majeure starts, it may invoice the part of the agreement it has
already performed or will perform separately.

Article 10. Retention of title
10.1. Despite physical delivery or handover, ownership of the Products passes to the Client
only after they have fully paid all that they owe or will owe HKliving under the agreement
and/or these general conditions, including the purchase/contract price, any surcharges,
interest, taxes and costs payable under these general conditions or the agreement, and
any Services performed or to be performed under such an agreement.

10.2. Any amount received from the Client will first be used to settle those claims that HKliving
has against the Client for which it has retained no title in paragraph 1.

10.3. Any further amount received from the Client will first be used to pay any interest and
costs as referred to in Article 11, paragraphs 5 and 6.

10.4. Before ownership of the Products passes to the Client, the Client may not rent or give
the Products in use to third parties, pledge them to third parties, or otherwise encumber
them for the benefit of third parties.

10.5. The Client may sell or deliver Products still owned by HKliving to third parties, only in so
far as this is a necessary part of the Client’s normal business operations.

10.6. The Client must keep the Products delivered under retention of title carefully and in their
proper condition, independently identifiable and recognizable as HKliving’s property, and

insure them against risks such as fire, explosion, damage and theft. Immediately on
HKliving’s request, the Client must assign all rights against the insurers in this regard to
HKliving.

10.7. If and as long as HKliving owns the Products, the Client must immediately notify HKliving
in writing if any part of the Products is lost or damaged, if the Products are attached
and/or if any other claim is made against the Products or any part of them.

10.8. The Client must also advise HKliving immediately on request where the Products that
HKliving owns are located.

10.9. If the Products are attached or if the Client is granted a full or partial moratorium on the
payment of debts, declared bankrupt or put into liquidation, the Client must immediately
inform the bailiff levying the attachment, the administrator, receiver or liquidator of
HKliving’s ownership and other rights.

Article 11. Payment and security
11.1. Unless agreed otherwise in writing, the Client must pay within thirty (30) days of the
invoice date in the manner that HKliving has specified in the offer.

11.2. All payment terms are to be regarded as strict deadlines, unless expressly agreed
otherwise in writing.

11.3. Any right to setoff that the Client has for any reason is expressly excluded.

11.4. Objections to the invoices sent by HKliving to the Client do not suspend the Client’s
payment obligation.

11.5. If the Client fails to pay, fails to pay on time or fails to pay in full, they will be liable, with
no prior notice of default, to pay statutory commercial interest on the outstanding invoice
amount. For this purpose, part of a month counts as a whole month.

11.6. If the Client fails to comply with their obligations on time, extrajudicial collection costs will
be calculated under the Extrajudicial Collection Costs (Fees) Decree 2012 (Besluit
vergoeding voor buitengerechtelijke incassokosten 2012), without prejudice to HKliving’s
other rights, such as those to compensation or specific performance.

Article 12. Claims/complaints
12.1. The Client must report complaints about the Services performed or Products delivered
within eight (8) days of delivery in writing and by registered post to HKliving. The notice
of default must contain as detailed a description as possible of the defect(s) so HKliving
can respond adequately.

12.2. Complaints about HKliving’s performance of the agreement do not entitle the Client to
suspend their payment obligations towards HKliving.

12.3. If HKliving deems a complaint valid, it can perform the agreement again, alternatively
remedy or have a third party remedy the complaints.

12.4. If the Client is or remains of the opinion that HKliving has not performed the agreement
punctually, completely or properly, they must notify HKliving immediately, in accordance
with the provisions of paragraph 1, in writing and by registered letter, and institute the
claims based on their complaints within twelve (12) months of the date of that notice, or
within twelve (12) months of when the notice should have been given, by means of a
summons, failing which all their rights and claims in this respect will cease to apply upon
expiry of this period.

12.5. Once delivered, HKliving does not accept returned Products and the Client cannot return
them, except in cases in which these general conditions may stipulate otherwise, and the
Client also cannot claim repayment of the purchase price or other full or partial
compensation from HKliving.

Article 13. Assembly and commissioning

13.1. Unless agreed otherwise, purchase prices do not include the costs of assembly,
commissioning and after-sales service.

13.2. If HKliving has undertaken to assemble and commission the sold and delivered
Products, it accepts liability for the operation of those Products only if:
a. assembly and commissioning are done in accordance with its instructions, for which
purpose it may entrust a mechanic with managing the Services. Travel expenses
and costs for accommodation, food, and so on for the mechanic are payable by the
Client;
b. the circumstances (in the broadest sense) at the location where the Products are to
be assembled and commissioned do not cause inconvenience and the foundations,
walls, partitions, etc. on which and/or to which the Products are to be set up or fitted
before the Services start have been correctly fitted, executed and/or repaired. All
additional Services, including but not limited to offering the Products to be modified
or organizing the set up or set-up location, are payable by the Client. The Client
must also provide the necessary assistance, in the form of manpower and auxiliary
materials, at their expense.

13.3. If the mechanic cannot proceed with the assembly and commissioning correctly because
of circumstances beyond HKliving’s control, the Client must pay the resultant costs.

Article 14. Liability

14.1. HKliving is liable for damage that the Client suffers only in so far as such damage is
covered by its liability insurance.

14.2. Unless HKliving has acted with intent or equivalent gross negligence, it is not liable for
any damage, of any nature and/or extent, that the Client or third parties suffer now or in
the future, relating to or arising from performing the agreement, including damage to
products owned by the Client or third parties, and indirect damage, including trading
losses, consequential damage, lost profits, lost savings and loss due to business
interruption.

14.3. HKliving is never liable towards the Client for damage and/or costs, of any nature and/or
extent, in any way relating to or arising from acts, omissions, errors and/or the quality of
work delivered by third parties whom/which HKliving has hired while performing the
agreement, unless such damage has also been caused by HKliving’s intent or equivalent
gross negligence.

14.4. If and in so far as HKliving has any liability towards the Client in any capacity and/or for
any reason, despite the provisions of the previous paragraphs, this liability is capped at
the amount paid by HKliving’s insurance. This applies unless HKliving has acted with
intent or equivalent gross negligence. A series of related loss events/incidents is
considered as one loss event/incident for this purpose.

14.5. The Client indemnifies HKliving against all third-party claims for damage relating to
agreements that HKliving has performed or Products or Services it has delivered, unless
it is established by law that these claims are a result of HKliving’s intent or equivalent
gross negligence and the Client also demonstrates that they are not at fault.

Article 15. Suspension and termination

15.1. If the Client fails to fulfill one or more of their obligations (including payment obligations)
towards HKliving, HKliving may – without prejudice to all its other rights – suspend
fulfilling its obligations towards the Client until the Client has fully fulfilled their obligations
towards HKliving.

15.2. Besides all its other rights, HKliving may terminate the agreement concluded with the
Client, with no prior notice of default, further notice of default or judicial intervention, by
means of a written extrajudicial statement of termination, if:
a. there is permanent force majeure as referred to in Article 9 of these general
conditions;
b. the Client is granted a full or provisional moratorium on the payment of debts, a
creditor petitions for the Client’s bankruptcy or liquidation, the Client petitions for
their own bankruptcy or liquidation, the Client offers their creditors a private
composition or convenes a meeting of creditors for this purpose, or if application of
the Debt Restructuring (Natural Persons) Act (Wet schuldsanering natuurlijke
personen) is requested or granted with regard to the Client;
c. the Client’s business is liquidated and/or the Client’s business activities are actually
discontinued or moved to a location in another country.

Article 16. Intellectual property rights and confidentiality

16.1. Unless expressly agreed otherwise in writing, the full copyrights and all other intellectual
property rights relating to the Products or Services supplied by HKliving, such as
copyrights, trademark rights, design rights, patent rights, sui generis database rights,
and so on, vest exclusively in HKliving and/or its suppliers.

16.2. HKliving and the Client undertake to adopt appropriate measures to ensure secrecy with
respect to each other’s confidential information that they become aware of while
performing the agreement.

Article 17. Conversion

17.1. If any provision of these general conditions cannot be used on grounds of
reasonableness and fairness or its unreasonably onerous nature, that provision will be
given as similar a meaning as possible in terms of content and scope so that it can be
used.

Article 18. Partial invalidity

18.1. If any provision of these general conditions is not applicable or is contrary to public order
or the law, only that provision will be considered unwritten and the other general
conditions will remain fully in effect.

Article 19 Applicable law and competent court


19.1. Only Dutch law applies to all legal relationships between HKliving and the Client,
including HKliving’s offers and quotations. HKliving and the Client expressly exclude the
applicability of the United Nations Convention on Contracts for the International Sale of
Goods of 11 April 1980 (‘the Vienna Sales Convention’).


19.2. All disputes arising from or related to the legal relationship between HKliving and the
Client, to which these general conditions apply, will be submitted exclusively to the
competent court in the judicial district in which HKliving’s registered office is located,
unless mandatory legal provisions dictate otherwise.


Dronten, version 24-09-2021