Terms of service

General Terms and Conditions of Sale at Kuzco Art Maison

These General Terms and Conditions of Sale ("GTCS") apply to all quotations, offers, confirmations and sales of products ("Products") by Kuzco Art Maison or any of its affiliates in the Netherlands ("Kuzco") to a buyer ("Buyer"). Where appropriate, Buyer shall also mean: customer, client, reseller or distributor.

Any additional or deviating terms and conditions in a purchase order or other document or submission from the Buyer shall be deemed rejected by Kuzco without the need for further or additional notice of objection, and such additional or deviating terms and conditions shall have no effect and shall not be binding upon Kuzco in any way. Kuzco's fulfilment of a purchase order does not constitute acceptance of any of the Buyer's terms and conditions and shall not serve to amend or modify these GTCS.

If Buyer and Kuzco have entered into a separate agreement for the sale of Products, that agreement shall prevail in the event of any inconsistencies between these GTCS and such agreement.

 

1. Purchase Orders, Acceptance, Payment Terms

1.1 Sale of Products shall be by means of purchase orders submitted by the Buyer to Kuzco. Each purchase order shall (i) include, among other things, the number of units of each Product ordered under each purchase order, (ii) be governed by these GTCS (any reference therein to other terms and conditions shall have no force or effect), and (iii) be subject to acceptance by Kuzco. Kuzco shall not be obligated to accept any specific purchase order under any circumstances and no purchase order shall be deemed accepted by Kuzco until confirmed in writing by Kuzco.

1.2 Kuzco will only accept a purchase order after receiving full company details from the Buyer, including (i) the Buyer's name and trade name, (ii) contact person and telephone number, (iii) billing address, (iv) email address, and (v) delivery address and opening hours for delivery. Buyer represents that payments will not be made by a third party on behalf of the Buyer, unless Kuzco agrees to such payment in writing in advance.

1.3 All prices are exclusive of transport charges, freight and insurance costs, VAT, import and export duties, and all other similar taxes, duties and charges of any kind imposed by any governmental authority on amounts payable by the Buyer. The Buyer shall be responsible for all such charges, costs and taxes, provided that the Buyer shall not be responsible for any taxes imposed on, or with respect to, the income, revenues, gross receipts, personnel, tangible or intangible property, or other assets of Kuzco. 

1.4 All discounts, if applicable, are at Kuzco's sole discretion. If a discount is offered for the purchase of a certain quantity or range of Products, Kuzco shall not be obligated to apply the discount if fewer or different goods than those offered are ordered.

1.5 Purchase orders cannot be cancelled or changed without Kuzco's written approval. If the price, discounts or dates are based on a manifest error, Kuzco may correct the error or cancel the order at its discretion. Purchase orders must be for a minimum of €3,500 for a first order and €1,000 for each subsequent order.

1.6 All Products will be suitably packaged for shipment in standard containers, marked for shipment to the address specified in the purchase order and delivered to the Buyer or the Buyer’s designated freight forwarder. If the Buyer fails to designate a freight forwarder, Kuzco will designate one in accordance with its standard shipping practices. Unless otherwise agreed in writing between the parties, the Products shall be delivered CPT (Incoterms 2020 or any subsequent version) at an agreed location within the European Union or EXW Bleiswijk or another location at Kuzco's discretion (Incoterms 2020 or any subsequent version) for shipments outside the European Union. All transport costs, including freight, shipping and insurance, shall be paid by the Buyer. The Buyer shall be solely responsible, at its sole risk and expense, for filing any claims with a carrier for any delays or loss of, or damage to, the Products.

1.7 Upon request, Kuzco may ship Products outside the European Union, but only to approved countries and the Buyer must obtain prior written consent from Kuzco for such shipment. Kuzco may accept or refuse such requests at its sole discretion. These GTCS shall continue to apply to such transactions and the Buyer shall be responsible for all compliance with all laws and regulations, including import and export documentation, fees, duties and other costs related to the purchase of the Products. In such event, the currency used for pricing and other matters referenced herein (including Section 1.5, 1.8 and 5.7) shall be as stated in the order confirmation by Kuzco.

1.8 Payment can be made via bank transfer or by iDeal, Visa, Mastercard, American Express, Apple Pay, Google Pay, Maestro, Union Pay or PayPal via the website; cheques are not accepted. Customers placing an order with a value of €5,000 or more are eligible for a credit assessment. If the Buyer places an order with a value of €10,000 or more, the Buyer is obliged to make a 30% deposit. Kuzco reserves the right to demand advance payment or security for Products ordered. Payments must include the customer number and the Kuzco order confirmation number or invoice number.

1.9 By delivering the Products, Kuzco has fulfilled its obligations under the purchase order, unless: (a) the wrong Products or fewer Products are delivered through no fault of the Buyer; (b) the Products are defective through no fault of the Buyer. If either of these circumstances occurs, the Buyer must notify Kuzco as set out in Section 2 below. If the wrong Products or fewer Products are delivered, or if the Products are delivered in poor condition and the Buyer objects in accordance with Section 2 below, the Buyer shall remain liable for the invoiced amount relating to the Products that have been rightfully delivered.

1.10 Kuzco only delivers to the kerbside at the delivery address and items are delivered packed on a pallet. For deliveries requiring a tail lift and/or delivery to a residential address, a surcharge per delivery will be applied. Additional unloading services can be provided at an additional charge.

1.11 Kuzco's collection of Products can be found at https://kuzcoartmaison.com/. Some items in the range may have been discontinued, taken out of production and/or temporarily out of stock. For after-sales service, the Buyer can contact info@kuzcoartmaison.com.

1.12 The Buyer shall pay for the Products within thirty (30) days of receipt of an invoice from Kuzco, but in any event (unless Kuzco expressly agrees otherwise in writing) invoices must be paid no later than five (5) calendar days prior to the scheduled delivery date. In no event shall a discount be applied for early payments, unless Kuzco expressly agrees otherwise in writing. 

1.13 The Buyer shall not be entitled to suspend any payment obligation to Kuzco for any reason whatsoever. The Buyer shall pay invoices without discount, deduction, set-off or counterclaim.

1.14 Complaints about an invoice must be submitted in writing and must be received by Kuzco within fourteen (14) calendar days of the invoice date. A complaint does not suspend the Buyer's payment obligation. In the event that the complaint is deemed justified by Kuzco, Kuzco will credit the relevant amount to the Buyer.

1.15 If the Buyer fails to meet its payment obligation(s) or does not do so in a timely manner or only partially meets its payment obligation(s), the Buyer shall be deemed to be in default and the amount owed by the Buyer shall become immediately due and payable—without any further demand or notice of default being required by Kuzco. Interest of one percent (1%) per month or the statutory commercial interest rate, whichever is higher, will be charged on the amount due or outstanding, calculated from the first day after expiry of the agreed payment period. All attorneys' fees and costs incurred by Kuzco in collecting any amounts owed to Kuzco shall be borne by the Buyer.

1.16 In the event of any failure by the Buyer to pay any amounts or costs due, Kuzco shall have the right to postpone and/or suspend further deliveries of Products, without being liable for any loss suffered by the Buyer. Set-off by the Buyer of a claim, or alleged claim, against its debt to Kuzco is only permitted with the express written consent of Kuzco.

1.17 Kuzco shall be entitled to suspend or cancel an order or the shipment of Products at any time, and if terminated, Kuzco shall credit or refund the Buyer for any related Products for which the Buyer has paid and not received. Kuzco shall use reasonable endeavours to provide the Buyer with prior notice of such suspension or termination. Kuzco shall not be liable for any damages, including special, consequential or indirect damages (such as lost profits or lost savings), that the Buyer may suffer as a result of such suspension or termination, and such suspension or termination shall not be considered a breach or default by Kuzco.

 

2. Delivery; Non-Conforming Products

2.1 All delivery dates communicated or acknowledged by Kuzco are approximate. Kuzco shall not be liable for any delays, loss or damage in transit. Kuzco may postpone any delivery in the event of production problems affecting the quantity or quality of the Products produced. If such a delay lasts longer than three (3) calendar months, either party may cancel the order. If such orders are cancelled, Kuzco shall not be liable for any losses, including special, consequential or indirect damages (such as lost profits or lost savings) incurred by the Buyer.

2.2 If the Buyer fails to take delivery of the Products, or fails to provide the information or instructions required to enable delivery, the Buyer shall be fully liable to Kuzco for all damages and losses incurred by Kuzco, such as (but not limited to) transport costs, additional storage, handling and insurance. With respect to (re)delivery, Kuzco may require prior payment of all aforementioned costs.

2.3 Kuzco may allocate available stocks of Products amongst its existing or prospective buyers in a manner it deems appropriate in its sole discretion, without incurring any liability by reason of the allocation method determined or the implementation thereof or for non-performance. Kuzco may, at its discretion, without liability or penalty, make partial deliveries of Products to the Buyer. Each delivery shall constitute a separate sale and the Buyer shall pay for the Products delivered, whether such delivery is in whole or partial fulfilment of the Buyer's order.

2.4 The Buyer acknowledges that minor variations may occur in shape, colour and/or construction, depending on the material from which the Products are made, the design of the Products or other reasons. The models, illustrations, drawings and dimensions displayed, included or announced by Kuzco give a general representation of the Products. Modifications that may result in the actual design deviating to some extent from the models, illustrations, drawings or dimensions but which do not result in a material change to the technical and aesthetic design of the Products shall not entitle the Buyer to refuse to accept or pay for the Products delivered and shall not be considered a breach by Kuzco.

2.5 Kuzco shall use its best endeavours to deliver the Products within the agreed timeframe or on the agreed date. However, delivery dates or other performance by Kuzco are estimates only and shall never be deemed to be of the essence. Failure to deliver the Products within the delivery period or on the specified delivery date, regardless of the reason for such failure, shall not entitle the Buyer to any compensation. Upon delivery, the Buyer shall check the condition of the packaging and, if the packaging shows visible defects, the Buyer shall open the packaging in the presence of the carrier and check the Products for damage.

2.6 If, in the Buyer's reasonable opinion, the Products delivered do not conform to the Products ordered, are fewer in number than the Products ordered, or are defective through no fault of the Buyer, the Buyer shall immediately notify Kuzco by email to info@kuzcoartmaison.com, but in any event no later than fourteen (14) calendar days after the delivery date. Kuzco will not address complaints received after this period. Any complaint submitted by the Buyer must be specified in as much detail as possible with a digital photograph attached to the email. Each delivery shall be considered a separate transaction, i.e. complaints relating to a particular delivery shall not affect previous or subsequent deliveries. If the complaint is, in Kuzco's reasonable opinion, justified, Kuzco shall, at its option: (i) replace the defective or missing Product, or (ii) credit the Buyer for the purchase price of the relevant Product.

2.7 Defective or non-conforming Products, as determined by Kuzco in its sole discretion in accordance with Section 2.6, may only be returned to Kuzco at Kuzco's expense after Kuzco has given prior written approval or after Kuzco has requested the Buyer to return the defective Products. If the Products are not received within fifteen (15) business days after Kuzco has authorised the Buyer to return such Products, the Buyer shall be deemed to have withdrawn its complaint and Kuzco shall not be liable for any refunds, credits or replacements to the Buyer. In the event of replacement of defective Products or returned Products, the Buyer shall be liable for the costs of assembly, disassembly or reinstallation, modification of technical installations and other costs relating to the Products and any replacements.

2.8 The Buyer must document all sales deliveries. The Buyer shall retain its distribution and sales records for at least seven (7) years, which records shall be disclosed upon request by Kuzco if a recall of Product(s) becomes necessary.

2.9 Kuzco may require the Buyer to withdraw from the market Products that are defective, or reasonably considered to be defective, within a reasonable time, to be determined by Kuzco. All costs involved in and arising from such a recall shall be borne by the Buyer.

 

3. Transfer of Risk and Retention of Title

3.1 Kuzco retains title to all Products delivered to the Buyer until the purchase price of those Products has been paid in full, including any interest and costs due. If an invoice remains unpaid, Kuzco's retention of title shall also extend to all previously delivered Products that have been paid for by the Buyer. Products subject to retention of title may only be sold in the ordinary course of business and may not be pledged or otherwise encumbered.

3.2 The Buyer has a duty of care with respect to the Products to which the retention of title applies and must insure and keep insured such Products against all risks customary in the industry, including but not limited to insurance covering the risk of fire, theft, explosion and water damage. At Kuzco's request, the Buyer shall provide a copy of the insurance policy and ensure that the rights under the insurance policy covering the Products subject to the retention of title are assigned to Kuzco or that Kuzco is subrogated to these rights.

3.3 If the Buyer fails to meet its payment obligations, or if Kuzco has reasonable grounds to believe that the Buyer will fail to do so, Kuzco shall have the right to demand that the Buyer return the delivered Products to which the retention of title referred to in this section applies, either from the Buyer or from third parties holding the Products on behalf of the Buyer. Kuzco shall be entitled to enter the Buyer's business premises and take possession of said stock. Kuzco shall have the right to retain such Products until the purchase price, including interest, costs and damages, has been paid in full, or to sell the Products to third parties, in which case the net proceeds shall be deducted from the total amount payable by the Buyer. 

3.4 If a third party levies execution on the Products subject to retention of title, the Buyer shall inform that party of the retention of title and shall immediately notify Kuzco thereof.

 

4. Warranty

4.1 Kuzco warrants that it will deliver Products which comply in all material respects with the specifications as published on the Kuzco website, subject to Section 2.4. Kuzco warrants that the Products, when used normally and in accordance with the (installation) instructions provided and taking into account the product specifications, at the time of delivery to the Buyer and for a period of 24 (twenty-four) months from the delivery date, will be free from defects in materials or workmanship and will conform in all material respects to the product specifications. Minor deviations in the Products in terms of dimensions, weight, quantities, colours or other minor deviations shall not qualify as a defect, in line with generally accepted industry standards. Defects resulting from improper use, negligence, carelessness, misuse or wilful damage and colour changes due to the use of water, perfumes, soap or cleaning agents, in Kuzco's reasonable opinion, are excluded from any warranty. This warranty shall be void if the alleged defect arose as a result of misuse, neglect, improper installation or cleaning method, accident, improper storage, or repairs or alterations carried out without Kuzco's prior express written consent or use other than normal use with respect to the specific Product. If a model or sample has been shown to the Buyer, such model or sample served only to illustrate the general type and quality of the Products and not to indicate that the Products would necessarily conform to the model or sample.

4.2 Without prejudice to the provisions of Sections 2 and 4.1, in the event of a defect in a Product within the meaning of Section 4.1 and within the warranty period of 24 (twenty-four) months from the delivery date that is not the result of misuse, neglect, improper installation or cleaning method, accident, improper storage, or repairs or alterations carried out without Kuzco's prior express written consent or use other than normal use with respect to the specific Product, that was not or could not have been discovered by the Buyer within fourteen (14) calendar days of the delivery date, the Buyer shall immediately notify Kuzco, but in any event no later than fourteen (14) calendar days after the date on which the Buyer becomes or ought to have become aware of such defect, by email to info@kuzcoartmaison.com. If the complaint is, in Kuzco's reasonable opinion, justified, Kuzco shall, at its option: (i) credit the Buyer up to a maximum of 30% of the invoiced price of such Products or (ii) replace the defective Product.

4.3 The Buyer shall pass on to its customers the warranty given by Kuzco to the Buyer as set out herein. The Buyer may not give its customers any warranty other than the express warranty given by Kuzco. The Buyer shall fully indemnify Kuzco in respect of any such warranty to the 

extent that the warranty to customers extends beyond Kuzco's warranty to the Buyer. The Buyer shall at all times act in accordance with applicable (consumer) laws and regulations.

4.4 In the event that the Products require further certification, testing or type approval for the intended use by the Buyer or the Buyer's customer, the Buyer shall ensure that these requirements are met and the Buyer and the Buyer's customer shall indemnify Kuzco against all claims and demands relating to such additional requirements.

4.5 Subject to the exclusions and limitations as set out in the above sections and in Section 8, the foregoing states the entire liability of Kuzco in connection with defective or non-conforming Products.

4.6 The Products sold are purchased by the Buyer "as is" and except as provided in Section 4.1, Kuzco makes no warranty whatsoever with respect to the Products, including but not limited to the suitability of the Products for any particular purpose.

 

5. Intellectual Property Rights

5.1 All intellectual property rights relating to the Kuzco brand, the Products and related documentation, including but not limited to designs, know-how, patents, trade names, trade secrets, domain name rights, trademarks and copyrights ("IP Rights") are and shall remain vested in Kuzco or—if applicable—its supplier(s)/licensor(s). The Buyer acknowledges that it has read and will comply with Kuzco's digital brand policy as found at https://kuzcoartmaison.com/digital-policy. 

5.2 The Buyer shall not have the Products supplied by Kuzco copied elsewhere or manufacture imitations which differ only in minor details from the Products supplied, nor become directly or indirectly involved in such acts. IP Rights relating to sketches, designs, models or prototypes in any stage of development delivered or shown to the Buyer shall remain the full and exclusive property of Kuzco and may not be used other than as agreed in writing and solely for that specific purpose and must be returned immediately at Kuzco's first request. Permitted use does not imply that any IP Rights have been transferred.

5.3 Without Kuzco's prior written consent, the Buyer is not permitted to copy images, designs, brochures, videos and other material or use the information on Kuzco's website. Kuzco's consent shall not affect the rights of the author or right holder of the information provided.

5.4 The Buyer shall immediately notify Kuzco in writing of any legal action threatened or instituted against the Buyer relating to IP Rights of Kuzco or—if applicable—its supplier(s)/licensor(s).

5.5 The Buyer shall immediately notify Kuzco in writing upon becoming aware of any possible infringement or unlawful use (or the potential thereof) of the IP Rights of Kuzco or—if applicable—its supplier(s)/licensor(s), such notice to fully describe the (potential) infringing act of such third party, including, if available, full details of the party concerned.

5.6 Kuzco shall have the exclusive right, in its sole discretion, to take action, including but not limited to legal proceedings, against any infringement of IP Rights. The Buyer shall not take any action in this regard unless authorised in writing by Kuzco. Any action initiated by Kuzco shall be conducted solely at Kuzco's cost and expense and all sums recovered, whether by judgment, settlement or otherwise, shall accrue solely to Kuzco. At Kuzco's request, the Buyer shall execute all documents, testify in all matters and otherwise cooperate in every way necessary and desirable in the prosecution of the action. In such event, Kuzco shall reimburse the Buyer for the reasonable expenses incurred as a result of such cooperation.

5.7 In the event that the Buyer infringes any IP Right as referred to in this Section 5, Kuzco shall be entitled to claim from the Buyer an immediately payable penalty, which is not subject to set-off, of €100,000 (one hundred thousand euros) for each infringement and €10,000 (ten thousand euros) for each day that such infringement continues, without prejudice to Kuzco's right to claim full damages.

 

5.8 Trademarks

5.8.1 The brand name "Kuzco Art Maison" and the Kuzco logo are internationally protected trademarks of Kuzco, its subsidiaries, affiliated or sister companies or any other company affiliated with it.

5.8.2 The Buyer shall not interfere with the Kuzco trademarks, including challenging the use, registration or application for registration of such trademarks by Kuzco, alone or in combination with other words or any similar trademark, anywhere in the world. The Buyer shall not damage, misuse or impair any Kuzco trademark. The goodwill arising from the use of any part of a Kuzco trademark shall inure solely to the benefit of and belong to Kuzco.

5.8.3 The Buyer may display the Kuzco trademarks in sales promotion of Kuzco Products and in a list of the brands offered for sale by it. In advertisements, Kuzco trademarks may only be used in conjunction with 'dealer' or 'point of sale'. The proportion of the display of the Kuzco trademarks must be in accordance with customary market practice. The Buyer shall not have the right to form a business entity whose name includes the Kuzco trademarks or any names similar thereto.

5.8.4 The Buyer shall not attend any trade fairs or conferences in which the Buyer profiles itself with any of the Kuzco trademarks or any mark similar thereto.

5.8.5 The Buyer shall fully and in good faith cooperate with Kuzco with a view to securing, maintaining and protecting Kuzco's rights in the Kuzco trademarks. At Kuzco's first request, the Buyer shall execute and deliver to Kuzco all documents and perform all other acts which Kuzco reasonably deems necessary or expedient to render fully effective or to implement the provisions of these terms and conditions relating to the ownership, use or registration of the Kuzco trademarks.

5.8.6 The Buyer shall comply with all instructions from Kuzco in relation to this Section 5 and shall remove or amend any use of the Kuzco trademarks that does not comply with the foregoing, as determined by Kuzco in its sole discretion.

 

6. Websites and Marketing of Kuzco Products

6.1 In order to provide the best possible service to customers, to ensure the luxury and high quality of the distribution and sale of the Products and to protect the authenticity and unique design of the Products, the Buyer agrees to the following with respect to the sale of the Products:

6.1.1 Kuzco must approve all websites on which the Products are sold, such approval being based on compliance with conditions based on specific, qualitative and technical criteria. Kuzco shall be entitled to unilaterally amend these conditions from time to time, but must first notify the Buyer in writing and allow a reasonable period of time to implement any additional requirements.

6.1.2 The Buyer shall not develop, operate or register any websites that use a domain name that includes the name "Kuzco"—whether capitalised or not—or any similar name likely to cause confusion amongst the general public.

6.1.3 The Buyer shall respect the quality, high-end and luxury nature of the Kuzco brand and the Products in its advertising, promotional, marketing and sales activities. The Buyer may only use marketing materials supplied by or approved by Kuzco. If the Buyer uses advertising/promotional/marketing materials that have not been pre-approved by Kuzco, the Buyer shall be deemed immediately in breach of these GTCS and Kuzco shall have the right to suspend its obligations, terminate any order(s) and/or claim full damages.

6.1.4 The Buyer shall inform Kuzco in advance of all its commercial and marketing activities relating to the Kuzco brand and the Products (including but not limited to any social media activities).

6.1.5 The Buyer shall comply at all times with the instructions regarding the content and manner of marketing the Products that may be issued by Kuzco from time to time and shall comply with all applicable mandatory laws and regulations.

6.1.6 The Buyer shall remove or amend any advertising or promotion of the Products that does not comply with the foregoing, at Kuzco's sole discretion.

6.2 The extent to which the Kuzco trademarks and Products are presented on the Buyer's website(s) (Website) must be proportionate to the current business volume of the Products. Images and other information to be added must be approved in advance by Kuzco. The Buyer may not use the name Kuzco in a domain name or a specific subpage called 'Kuzco' without Kuzco's written permission. Kuzco owns the copyright to the product photographs and photographs with style impressions used by Kuzco in its promotional material and on its website. Kuzco may, at the Buyer's request, make exceptions to the foregoing at its sole discretion, such exceptions to be effective only if provided to the Buyer in writing.

6.3 The Buyer's identity must always be clearly visible on its Websites, in order to avoid any confusion as to the identity of the owner of the Websites. Under no circumstances may the use of Kuzco trademarks, product photographs, style impressions and other expressions referring to Kuzco create confusion amongst visitors to the Website as to the identity of the owner of the Website. Website landing pages must be styled in accordance with the usual layout used by the Buyer.

6.4 Unless Kuzco gives written permission to do so, the Buyer shall not cause an internet user to browse to a page on the Website by using the Kuzco trademarks, where the sale of non-Kuzco products is (also) promoted on this web page.

6.5 Deep links to Kuzco's website are permitted. Embedded links (framed links) to Kuzco's website are permitted unless Kuzco expressly informs the Buyer that it does not consent to this use. "Home" buttons may only lead to the home page of each Website.

 

7. Termination and Consequences

7.1 Without prejudice to its right to damages, Kuzco may terminate any order or agreement with the Buyer with immediate effect by giving written notice to the Buyer, if the Buyer is in breach of any obligation to Kuzco and has failed to remedy such breach, if remedy is still possible and/or required under applicable law, within fourteen (14) days after being notified of the breach by Kuzco. A material obligation includes, but is not limited to, any obligation relating to timely payment of amounts due, IP Rights and confidentiality.

7.2 Kuzco may in any event terminate any order or agreement with immediate effect by giving written notice to the Buyer upon the occurrence of any of the following events: (i) the Buyer files for bankruptcy or an order is issued adjudicating the Buyer bankrupt or granting the Buyer a moratorium, or a receiver is appointed over the Buyer, or any analogous event occurs in relation to the Buyer or a substantial part of its assets in any jurisdiction other than the Netherlands; and/or (ii) a creditor of the Buyer levies execution on, sells, or takes possession of all or a substantial part of the Buyer's assets; and/or (iii) the Buyer is dissolved, liquidated or ceases to carry on all or a substantial part of its business or a resolution is passed to that effect.

7.3 If an order or agreement is terminated or expires in any way whatsoever, including but not limited to rescission, this shall have at least the following consequences: (i) all debts of the Buyer to Kuzco shall become immediately due and payable on the date of termination or expiry of the purchase order or agreement; and (ii) the Buyer shall, at Kuzco's request, ensure that all Kuzco Confidential Information is immediately returned to Kuzco and that all other documents relating to those materials are immediately returned and/or destroyed and that all electronic data containing or reflecting any of said materials is permanently deleted and the Buyer does not retain any copies, extracts, summaries or other reproductions in whole or in part of such materials or data. 

 7.4 The following Sections shall in any event survive the termination or expiry of a purchase order, these GTCS and any agreement: this Section 7 (consequences of termination), 5 (intellectual property rights), 8 (limitation of liability), 9 (confidentiality) and 11 (applicable law and dispute resolution).

 

8. Limitation of Liability

8.1 All liability of Kuzco is limited to the warranty obligations as set out in Section 4, except to the extent that damage is the result of intent or gross negligence ('wilful misconduct or recklessness') on the part of Kuzco's management.

8.2 Kuzco shall never be liable for consequential or indirect damage, including but not limited to damage as a result of late delivery, damage to other goods of the Buyer or third parties, damage as a result of incorrect or careless use of the Products by the Buyer or its customers, loss of turnover, loss of profit, loss of goodwill or reputation, loss of use, loss of time, costs due to downtime or delay, inconvenience, loss of business opportunities or other economic loss, irrespective of whether such liability is based on breach of contract, tort, strict liability or otherwise.

8.3 In all cases where Kuzco is nevertheless obliged to pay compensation, this shall never exceed, at Kuzco's option, either the invoice value of the Products delivered, or at least that part thereof in connection with which the damage was caused, or, if the damage is covered by an insurance policy of Kuzco, the amount actually paid out by the insurer, or the maximum amount of €50,000.

8.4 Any claim for damages against employees or directors of Kuzco or Kuzco's group companies in connection with the Products or these GTCS is expressly excluded. The aforementioned (legal) persons may rely on this third-party clause for the benefit of themselves in this respect.

8.5 The Buyer shall indemnify and hold harmless Kuzco and its affiliates against any loss, claim, demand or expense (including reasonable legal fees) arising out of a breach of any agreement or these GTCS by the Buyer.

8.6 No action shall be brought by the Buyer against Kuzco for any claim relating to or arising out of transactions entered into pursuant to these GTCS more than one (1) year after the accrual of such cause of action, except for money due on an open account.