General Terms And Conditions of Delivery

1. General terms of delivery Keynius

1.1 Offer and applicability

1.1.1 Keynius sells and delivers hardware (components) and software for (smart) locker walls to dedicated partners (hereinafter: Partner(s)) and wants to deliver not only good products, but also optimal support. In short, the products and services supplied by Keynius make the Partner's locker wall 'smart'.
1.1.2 These General Delivery Terms and Conditions (hereinafter: General Delivery Terms or Terms and Conditions) apply to all offers, quotations, legal relationships and agreements whereby Keynius B.V. (hereinafter: Keynius) delivers products and/or services of any nature to its Partner.
1.1.3 Deviations from these Terms and Conditions are only valid if agreed in writing.
1.1.4 The order confirmation always states which products and/or services the Partner will purchase from or via Keynius.
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1.2 Prices

1.2.1 All prices are exclusive of VAT and other taxes. Quoted prices are only binding if indicated in writing.
1.2.2 Changes in wages or material costs occurring three months after the agreement may be charged by Keynius, provided the Partner is informed in writing.
1.2.3 Periodic payments such as subscriptions are payable in advance. Keynius may apply annual price indexations.


1.3 Payments

1.3.1 Unless stated otherwise, invoices must be paid within thirty (30) days of the invoice date.
1.3.2 Payment deadlines are binding. Late payment places the Partner in default.
1.3.3 The Partner may not offset or withhold payments unless agreed in writing.
1.3.4 Collection costs are borne by the Partner.
1.3.5 Non-payment entitles Keynius to suspend its services.





1.4 Delivery times

1.4.1 Delivery times are indicative unless agreed otherwise.
1.4.2 Keynius strives to meet deadlines even if third parties are involved.
1.4.3 If delays occur, Keynius will seek a solution in consultation with the Partner.



1.5 Ownership, retention of title and risk

1.5.1 All drawings, models, and tools remain property of Keynius.
1.5.2 Delivered products remain Keynius’ property until fully paid.
1.5.3 Risk transfers to the Partner once goods are made available or shipped.
1.5.4 Shipping and transport costs are borne by the Partner.





1.6 Intellectual property rights

1.6.1 All intellectual property rights remain the property of Keynius or its licensors.
1.6.2 The Partner must respect trade secrets and confidentiality.
1.6.3 The Partner may not remove or alter Keynius markings or logos.
1.6.4 Partner guarantees its end users and supplies products incorporating Keynius’ services.
1.6.5 Keynius indemnifies the Partner against third-party IP claims, provided the Partner has not altered Keynius’ products.


1.7 Warranty

1.7.1 Keynius guarantees the quality of its products and services under applicable law.
1.7.2 The Partner must report defects immediately after discovery.
1.7.3 The warranty does not apply in cases of:Improper use or maintenanceNatural wearFire, water damage, or external causesGovernment restrictionsThird-party assemblyAlterations by the Partner or othersNon-payment
1.7.4 If applicable, Keynius may replace the product; assembly is the Partner’s responsibility.


1.8 Third party products and/or services

1.8.1 Products or services from third parties may form part of Keynius’ offering.
1.8.2 When third-party terms apply, those parties are responsible for their quality and delivery.


1.9 Liability

1.9.1 The Partner is liable to end users.
1.9.2 Keynius’ total liability is limited to the amount paid under the agreement (max €25,000).
1.9.3 Only direct damages are compensated:Costs to restore performanceCosts to determine cause and scope of damageCosts to prevent further direct damage.
1.9.4 Keynius is not liable for indirect damages, including loss of profit or data.

1.9.5 Claims must be notified in writing, allowing Keynius reasonable time to remedy.


1.10 Cooperation by the Partner


1.10.1 Both parties shall provide all necessary information and cooperation.
1.10.2 If Keynius staff work on-site, the Partner must provide adequate workspace and facilities.


1.11 Returns and stockholding

1.11.1 Returns are only possible after consultation with Keynius.
1.11.2 Partners must maintain sufficient stock levels as agreed.


1.12 Force majeure

1.12.1 Neither party is liable for non-performance due to force majeure, including third-party failures. If force majeure lasts over 12 months, either party may dissolve the agreement proportionally.


1.13 Termination

1.13.1 Either party may dissolve the agreement in the event of breach.
1.13.2 Termination options are set out in the agreement or SLA.
1.13.3 Keynius may terminate immediately in case of bankruptcy or liquidation.
1.13.4 Services already provided and paid for remain due.



1.14 Confidential information

1.14.1 Both parties must keep all information strictly confidential, including technical data.


1.15 Processing of personal data

1.15.1 The Partner guarantees compliance with GDPR and other applicable privacy laws.
1.15.2 The Partner is responsible for fulfilling third-party data obligations.
1.15.3 A separate data processing agreement may be concluded if required.



1.16 General provisions

1.16.1 Keynius may amend these Terms and Conditions, except in material cases.
1.16.2 Invalid provisions do not affect the validity of others.
1.16.3 Rights under these Terms may not be transferred without Keynius’ written consent.
1.16.4 All communications shall be in English.


1.17 Applicable law and competent court

1.17.1 Dutch law applies. Disputes shall be submitted to the competent court in Rotterdam.