Terms of service
GENERAL SALE TERMS AND CONDITIONS MODEUS B.V. (Chamber of Commerce number 62960806).
1. Definitions
In these terms and conditions, the following terms refer to:
– seller: the private company Modeus B.V., established in Haarlem, registered in the trade register under number 62960806;
– buyer: any natural or legal person who enters into a (purchase) agreement with the seller
– online portal: an online environment made available by the seller to the buyer in which purchase agreements can be entered into by the buyer;
– in writing: any communication printed on paper, through e-mail and/or carried out electronically in another manner, which has been documented in a reproducible manner.
2. Applicability conditions
2.1 These terms and conditions apply to all offers that the seller makes to the buyer and to all agreements that the seller enters into with the buyer. The seller rejects the applicability of any (purchase) conditions used by the buyer.
2.2 If the applicability of these terms and conditions has been accepted, this applicability subsequently applies to all agreements that the seller and buyer enter into, even in the event that the applicability of these terms and conditions has (thereupon) not been explicitly agreed to.
3. Offers, published (sales) prices
3.1 The offers made by the seller and the (sales) prices that the seller publishes are without obligation and are only intended as an invitation to enter into negotiations with the seller.
3.2 If the seller makes a specific offer, this offer will expire after the acceptance period stated in the offer has expired. If no acceptance period is stated, the offer expires two weeks after the day on which it was made.
4. Establishment of agreement
4.1 The seller will grant the buyer access to an online portal. In principle, agreements are only carried out within this portal, unless the purchase has been documented in another manner in writing.
4.2 The agreement is only concluded after explicit written confirmation by the seller.
4.3 The buyer is not permitted to give third parties access to the aforementioned portal.
4.4 The seller is only bound to the agreement if this has been documented in writing and that documentation originated from the seller.
5. Prices
5.1 Unless stated otherwise, the prices quoted by the seller do not include turnover tax, other government levies and/or costs of transport.
5.2 If there is a period of more than eight weeks between entering into the purchase and the agreed time of delivery, the seller is permitted to increase the price if there is reason to do so.
5.3 The seller is in all cases permitted to pass on tax increases and other charges imposed by the government to the buyer.
6. Payment
6.1 Unless otherwise agreed, the buyer is obliged to pay the purchase price and everything else that is due under the purchase agreement to the seller within fourteen days after the invoice date or dates.
6.2 Payment can only be made by transfer to the IBAN specified by the seller.
6.3 The buyer’s claim is immediately due and payable without further notice of default in the event
i) the buyer goes bankrupt or
ii) is admitted to statutory debt rescheduling for natural persons, in the event that the buyer is granted
iii) suspension of payments, in the event
iv) the buyer dies, in the event
v) the buyer is placed under administration or guardianship, in the event
vi) a prejudgment or enforcement order is levied against the buyer, in the event vii) the buyer decides to liquidate and/or in the event
viii) the buyer fails to provide (in a timely manner) the security to be described below.
6.4 The seller is never obliged to deliver before full payment of the invoiced fee.
6.5 The seller is authorised to suspend the delivery of goods if the buyer has not fully fulfilled his payment obligations, including in the event that the delivery concerns goods for which the buyer has already paid the invoiced fee.
6.6 In the event that the buyer defaults on timely and/or full payment, the buyer owes the seller compound interest equal to the interest as referred to in Article 6:119a of the Dutch Civil Code plus two per cent (2%) per annum.
6.7 In the event that the buyer defaults on timely and/or full payment, the buyer will owe the seller extrajudicial costs. These costs are determined in accordance with the provisions of Article 2 of the Extrajudicial Collection Costs (Fees) Decree.
6.8 Payments by the buyer are always first deducted from the extrajudicial costs, then from the default interest due, then from the current default interest and then from the oldest obligation, regardless of the labelling that the buyer has given with any payment.
6.9 Settlement by the buyer of the purchase price and/or everything else that is due under the purchase agreement against any claim that the buyer believes it has against the seller is excluded.
6.10 The buyer is not permitted to suspend payment of the purchase price and/or anything else that is due under the purchase agreement.
6.11 At the request of the seller, the buyer is obliged to provide sufficient security for the fulfilment of his (payment) obligations. Sufficient security is exclusively understood to mean a bank guarantee issued by a financial institution established in the Netherlands in the amount of the obligation. As long as the buyer remains in default with this, the seller is not obliged to deliver or otherwise comply.
Article 7: Delivery
7.1 If the parties have agreed that the seller will arrange transport, the goods are at the risk of the seller until actual delivery to the buyer. If the buyer arranges for the transport of the goods, the goods are at the risk of the buyer upon actual delivery to the buyer or its carrier.
7.2 In the event that the parties have agreed that the seller will deliver the goods to a third party, these will be at the risk of the buyer upon actual delivery to the third party or to the address of the third party.
7.3 The terms of delivery stated by the seller are indicative and cannot be regarded as terms specified for payment. In the event that the parties have agreed on postponed delivery, the seller will not proceed to delivery earlier than eight weeks after the buyer has called for it. The seller may extend this period by a further eight weeks if there is reason to do so.
7.4 In the event that the buyer requests the seller to keep the goods in safekeeping, the seller can, unless otherwise agreed, claim a custody fee of at least one per cent (1%) of the net invoiced amount – i.e.: the purchase price of the goods themselves, not increased by transport costs or tax – per calendar month or part thereof that the buyer has requested the goods to be in custody.
Article 8: Reclamation
8.1 The buyer is obliged to inspect the delivered goods for defects immediately after acquisition thereof by the buyer itself, by a carrier acting on the instructions of the buyer or by a third party to whom the goods are delivered at the request of the buyer. In this context, defects are in any case understood to mean: missing items and/or parts, damaged items and damaged packaging.
8.2 The buyer is obliged to report defects to the seller in writing within fourteen days after actual delivery, submitting photographic images of the defect or defects. If the buyer fails to do so, then any claim in this regard will lapse. If any defect is discovered later and could not be discovered earlier, the buyer is obliged to notify the seller in writing within fourteen days after discovery. If the buyer fails to do so, then any claim in this regard will lapse.
8.3 The buyer is always obliged to give the seller the opportunity to deliver missing goods and to repair or replace damaged goods. In the event of repair or replacement, the buyer is obliged to store the goods carefully, as much as possible in the original packaging. Damage or deterioration resulting from the buyer’s negligence in this respect will result in the forfeiture of any claim in this respect.
8.4 Differences in colour scheme or differences in (the method of) packaging cannot be regarded as defects.
8.5 In the event that the buyer returns the delivered item or items, or has them delivered back, the buyer is obliged to return the item or items in the original packaging. If the buyer fails to do so, the seller can claim compensation equal to 10% (ten per cent) of the net invoiced amount as referred to in Article 7.4.
Article 9: Retention of Property
9.1 Delivered goods remain the property of the seller until the purchase price and / or everything else that is due under the purchase agreement, expressly including default interest and extrajudicial costs, has been paid in full.
9.2 The buyer is not permitted to encumber or sell the goods until he has fully fulfilled his (payment) obligations towards the seller.
9.3 As long as the goods fall under this retention of property, the buyer is obliged to label them as such, or at least to affix an indication thereof to the goods.
9.4 If third parties try to get hold of the goods subject to retention of title and/or seize them, the buyer is obliged to immediately report this to the seller in writing.
9.5 The seller is always permitted to take possession of goods that fall under the retention of property if there is reason to do so, at the discretion of the seller. In that context, the buyer grants the seller permission in advance to enter the location or locations where the goods are located at all times.
9.6 If the buyer acts contrary to the provisions of this article, the seller can claim from the buyer an immediately due and payable penalty, not subject to moderation, equal to five times the gross invoice amount and a penalty equal to 25% (twenty-five per cent) of the gross invoice amount – i.e.: the purchase price of the items themselves, plus any transport costs and (turnover) tax – for each day that the violation continues. The foregoing does not affect the seller’s claims for compensation.
Article 10: Resale
10.1 The buyer is not permitted to offer the goods under a different brand name and / or a different article or model name.
10.2 The buyer is not permitted to offer the goods (online) by utilising third parties and more particularly not to offer them on affiliate websites.
10.3 If the buyer acts contrary to the provisions of this article, the seller can claim the fine as referred to in Article 9.6. Entitlement to this penalty is without prejudice to the seller’s claims for compensation.
Article 11: Force majeure
11.1 In the event of force majeure, the seller is authorised to postpone the delivery of goods. The seller is obliged to inform the buyer of this as soon as possible.
11.2 If delivery is no longer possible, if delivery cannot be foreseen within a period of three months and / or if delivery is only possible against additional costs, the seller is authorised to dissolve the agreement without judicial intervention.
11.3 Force majeure is in any case understood to mean: state of war or martial law, large-scale disruption of public order, extreme weather conditions, including (persistent) frost, floods, drought and storms, strikes, roadblocks, blockages of (international) waterways or shipping routes, changes in government regulations, refusal of import or export permits, business closures due to government measures, untimely delivery of materials / raw materials or delivery of defective materials / raw materials and absenteeism of 50% (fifty per cent) or higher.
11.4 In the event of dissolution on the basis of the foregoing, the seller is not obliged to pay compensation for any damage.
Article 12: Liability
12.1 The seller’s liability is in all cases limited to the net invoiced amount as referred to in Article 7.4.
12.2 The seller is not liable for consequential damage, which should in any case include loss of profit and third-party claims against the buyer.
Article 13: Nullity or voidability, appeal after dissolution
13.1 If one of the provisions included in these terms and conditions is declared null and void in whole or in part, or if the buyer subsequently invokes the voidability thereof, this will not affect the validity of these terms and conditions.
13.2 If the seller dissolves the agreement on the grounds of force majeure, he remains entitled to invoke these terms and conditions.
Article 14: Applicable law and competent court
14.1 Dutch law applies to all agreements and legal relationships between seller and buyer.
14.2 The applicability of the Vienna Sales Convention is excluded.
14.3 The seller is also authorised to submit any dispute to the court that holds authority in the jurisdiction in which the municipality of Haarlem is located.
1. Definitions
In these terms and conditions, the following terms refer to:
– seller: the private company Modeus B.V., established in Haarlem, registered in the trade register under number 62960806;
– buyer: any natural or legal person who enters into a (purchase) agreement with the seller
– online portal: an online environment made available by the seller to the buyer in which purchase agreements can be entered into by the buyer;
– in writing: any communication printed on paper, through e-mail and/or carried out electronically in another manner, which has been documented in a reproducible manner.
2. Applicability conditions
2.1 These terms and conditions apply to all offers that the seller makes to the buyer and to all agreements that the seller enters into with the buyer. The seller rejects the applicability of any (purchase) conditions used by the buyer.
2.2 If the applicability of these terms and conditions has been accepted, this applicability subsequently applies to all agreements that the seller and buyer enter into, even in the event that the applicability of these terms and conditions has (thereupon) not been explicitly agreed to.
3. Offers, published (sales) prices
3.1 The offers made by the seller and the (sales) prices that the seller publishes are without obligation and are only intended as an invitation to enter into negotiations with the seller.
3.2 If the seller makes a specific offer, this offer will expire after the acceptance period stated in the offer has expired. If no acceptance period is stated, the offer expires two weeks after the day on which it was made.
4. Establishment of agreement
4.1 The seller will grant the buyer access to an online portal. In principle, agreements are only carried out within this portal, unless the purchase has been documented in another manner in writing.
4.2 The agreement is only concluded after explicit written confirmation by the seller.
4.3 The buyer is not permitted to give third parties access to the aforementioned portal.
4.4 The seller is only bound to the agreement if this has been documented in writing and that documentation originated from the seller.
5. Prices
5.1 Unless stated otherwise, the prices quoted by the seller do not include turnover tax, other government levies and/or costs of transport.
5.2 If there is a period of more than eight weeks between entering into the purchase and the agreed time of delivery, the seller is permitted to increase the price if there is reason to do so.
5.3 The seller is in all cases permitted to pass on tax increases and other charges imposed by the government to the buyer.
6. Payment
6.1 Unless otherwise agreed, the buyer is obliged to pay the purchase price and everything else that is due under the purchase agreement to the seller within fourteen days after the invoice date or dates.
6.2 Payment can only be made by transfer to the IBAN specified by the seller.
6.3 The buyer’s claim is immediately due and payable without further notice of default in the event
i) the buyer goes bankrupt or
ii) is admitted to statutory debt rescheduling for natural persons, in the event that the buyer is granted
iii) suspension of payments, in the event
iv) the buyer dies, in the event
v) the buyer is placed under administration or guardianship, in the event
vi) a prejudgment or enforcement order is levied against the buyer, in the event vii) the buyer decides to liquidate and/or in the event
viii) the buyer fails to provide (in a timely manner) the security to be described below.
6.4 The seller is never obliged to deliver before full payment of the invoiced fee.
6.5 The seller is authorised to suspend the delivery of goods if the buyer has not fully fulfilled his payment obligations, including in the event that the delivery concerns goods for which the buyer has already paid the invoiced fee.
6.6 In the event that the buyer defaults on timely and/or full payment, the buyer owes the seller compound interest equal to the interest as referred to in Article 6:119a of the Dutch Civil Code plus two per cent (2%) per annum.
6.7 In the event that the buyer defaults on timely and/or full payment, the buyer will owe the seller extrajudicial costs. These costs are determined in accordance with the provisions of Article 2 of the Extrajudicial Collection Costs (Fees) Decree.
6.8 Payments by the buyer are always first deducted from the extrajudicial costs, then from the default interest due, then from the current default interest and then from the oldest obligation, regardless of the labelling that the buyer has given with any payment.
6.9 Settlement by the buyer of the purchase price and/or everything else that is due under the purchase agreement against any claim that the buyer believes it has against the seller is excluded.
6.10 The buyer is not permitted to suspend payment of the purchase price and/or anything else that is due under the purchase agreement.
6.11 At the request of the seller, the buyer is obliged to provide sufficient security for the fulfilment of his (payment) obligations. Sufficient security is exclusively understood to mean a bank guarantee issued by a financial institution established in the Netherlands in the amount of the obligation. As long as the buyer remains in default with this, the seller is not obliged to deliver or otherwise comply.
Article 7: Delivery
7.1 If the parties have agreed that the seller will arrange transport, the goods are at the risk of the seller until actual delivery to the buyer. If the buyer arranges for the transport of the goods, the goods are at the risk of the buyer upon actual delivery to the buyer or its carrier.
7.2 In the event that the parties have agreed that the seller will deliver the goods to a third party, these will be at the risk of the buyer upon actual delivery to the third party or to the address of the third party.
7.3 The terms of delivery stated by the seller are indicative and cannot be regarded as terms specified for payment. In the event that the parties have agreed on postponed delivery, the seller will not proceed to delivery earlier than eight weeks after the buyer has called for it. The seller may extend this period by a further eight weeks if there is reason to do so.
7.4 In the event that the buyer requests the seller to keep the goods in safekeeping, the seller can, unless otherwise agreed, claim a custody fee of at least one per cent (1%) of the net invoiced amount – i.e.: the purchase price of the goods themselves, not increased by transport costs or tax – per calendar month or part thereof that the buyer has requested the goods to be in custody.
Article 8: Reclamation
8.1 The buyer is obliged to inspect the delivered goods for defects immediately after acquisition thereof by the buyer itself, by a carrier acting on the instructions of the buyer or by a third party to whom the goods are delivered at the request of the buyer. In this context, defects are in any case understood to mean: missing items and/or parts, damaged items and damaged packaging.
8.2 The buyer is obliged to report defects to the seller in writing within fourteen days after actual delivery, submitting photographic images of the defect or defects. If the buyer fails to do so, then any claim in this regard will lapse. If any defect is discovered later and could not be discovered earlier, the buyer is obliged to notify the seller in writing within fourteen days after discovery. If the buyer fails to do so, then any claim in this regard will lapse.
8.3 The buyer is always obliged to give the seller the opportunity to deliver missing goods and to repair or replace damaged goods. In the event of repair or replacement, the buyer is obliged to store the goods carefully, as much as possible in the original packaging. Damage or deterioration resulting from the buyer’s negligence in this respect will result in the forfeiture of any claim in this respect.
8.4 Differences in colour scheme or differences in (the method of) packaging cannot be regarded as defects.
8.5 In the event that the buyer returns the delivered item or items, or has them delivered back, the buyer is obliged to return the item or items in the original packaging. If the buyer fails to do so, the seller can claim compensation equal to 10% (ten per cent) of the net invoiced amount as referred to in Article 7.4.
Article 9: Retention of Property
9.1 Delivered goods remain the property of the seller until the purchase price and / or everything else that is due under the purchase agreement, expressly including default interest and extrajudicial costs, has been paid in full.
9.2 The buyer is not permitted to encumber or sell the goods until he has fully fulfilled his (payment) obligations towards the seller.
9.3 As long as the goods fall under this retention of property, the buyer is obliged to label them as such, or at least to affix an indication thereof to the goods.
9.4 If third parties try to get hold of the goods subject to retention of title and/or seize them, the buyer is obliged to immediately report this to the seller in writing.
9.5 The seller is always permitted to take possession of goods that fall under the retention of property if there is reason to do so, at the discretion of the seller. In that context, the buyer grants the seller permission in advance to enter the location or locations where the goods are located at all times.
9.6 If the buyer acts contrary to the provisions of this article, the seller can claim from the buyer an immediately due and payable penalty, not subject to moderation, equal to five times the gross invoice amount and a penalty equal to 25% (twenty-five per cent) of the gross invoice amount – i.e.: the purchase price of the items themselves, plus any transport costs and (turnover) tax – for each day that the violation continues. The foregoing does not affect the seller’s claims for compensation.
Article 10: Resale
10.1 The buyer is not permitted to offer the goods under a different brand name and / or a different article or model name.
10.2 The buyer is not permitted to offer the goods (online) by utilising third parties and more particularly not to offer them on affiliate websites.
10.3 If the buyer acts contrary to the provisions of this article, the seller can claim the fine as referred to in Article 9.6. Entitlement to this penalty is without prejudice to the seller’s claims for compensation.
Article 11: Force majeure
11.1 In the event of force majeure, the seller is authorised to postpone the delivery of goods. The seller is obliged to inform the buyer of this as soon as possible.
11.2 If delivery is no longer possible, if delivery cannot be foreseen within a period of three months and / or if delivery is only possible against additional costs, the seller is authorised to dissolve the agreement without judicial intervention.
11.3 Force majeure is in any case understood to mean: state of war or martial law, large-scale disruption of public order, extreme weather conditions, including (persistent) frost, floods, drought and storms, strikes, roadblocks, blockages of (international) waterways or shipping routes, changes in government regulations, refusal of import or export permits, business closures due to government measures, untimely delivery of materials / raw materials or delivery of defective materials / raw materials and absenteeism of 50% (fifty per cent) or higher.
11.4 In the event of dissolution on the basis of the foregoing, the seller is not obliged to pay compensation for any damage.
Article 12: Liability
12.1 The seller’s liability is in all cases limited to the net invoiced amount as referred to in Article 7.4.
12.2 The seller is not liable for consequential damage, which should in any case include loss of profit and third-party claims against the buyer.
Article 13: Nullity or voidability, appeal after dissolution
13.1 If one of the provisions included in these terms and conditions is declared null and void in whole or in part, or if the buyer subsequently invokes the voidability thereof, this will not affect the validity of these terms and conditions.
13.2 If the seller dissolves the agreement on the grounds of force majeure, he remains entitled to invoke these terms and conditions.
Article 14: Applicable law and competent court
14.1 Dutch law applies to all agreements and legal relationships between seller and buyer.
14.2 The applicability of the Vienna Sales Convention is excluded.
14.3 The seller is also authorised to submit any dispute to the court that holds authority in the jurisdiction in which the municipality of Haarlem is located.