ARTICLE 1 – IDENTITY OF DXPE
Registered name of Moola, trading under the name DXPE;
Registered address: Vrydemalaan 144, 9713WS Groningen;
E-mail address: firstname.lastname@example.org
Netherlands Chamber of Commerce number: 73234834
VAT registration number: NL228079457B01
ARTICLE 2 – SCOPE
These general terms and conditions apply to every offer and invitation to treat from DXPE and to every distance contract concluded between DXPE and the Consumer. Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Consumer. If this is not reasonably possible, DXPE will, before the distance contract is concluded, indicate how these general terms and conditions can be viewed at DXPE and that they will be sent free of charge as soon as possible at the Consumer’s request. As an exception to the preceding section, inasmuch as the distance contract is concluded electronically and before the distance contract is concluded, the text of these general terms and conditions can be made available to the Consumer by electronic channels in such a manner that the Consumer can easily store them. If this is not reasonably possible, then before concluding the distance contract, DXPE shall indicate where the general terms and conditions can be viewed electronically and that, at the Consumer’s request, they will be sent to the Consumer free of charge, either electronically or in some other way.
ARTICLE 3 – OFFER
If an offer is valid for a limited period only, or is conditional, this will be explicitly mentioned in the offer. The offer contains a complete description of the products offered. The description shall be sufficiently detailed in order for the Consumer to be able to evaluate the offer correctly. If DXPE uses images, these are a true representation of the products offered. DXPE is not bound by obvious errors or mistakes in the offer. Every offer will contain such information that makes it clear to the Consumer what rights and obligations are involved in accepting the offer.
ARTICLE 4. CONTRACT
A contract will be concluded, subject to the provisions of section 4, at the moment at which the Consumer accepts the offer and the conditions thereby stipulated have been fulfilled. Inasmuch as the Consumer has accepted the offering by electronic channels, DXPE shall immediately confirm by electronic channels receipt of acceptance of the offer. The Consumer can terminate the contract as long as DXPE has not confirmed its acceptance. Inasmuch as the contract comes about electronically, DXPE shall take suitable technical and organisational measures to protect the electronic transmission of data and shall ensure a secure web environment. If the Consumer is able to pay electronically, DXPE will take suitable security measures. To the extent permitted by law, DXPE may verify whether the Consumer can meet his or her payment obligations, as well as all those facts and circumstances that are relevant to concluding a distance contract in a responsible manner. If the facts and circumstances justify DXPE in declining to conclude the contract, then it is entitled, subjected to explaining its reasons, to reject an order or to attach special conditions to its implementation. DXPE will no later than upon delivery of the product to the Consumer supply the following information, in writing or in such a way that the Consumer can store it in an accessible manner:the conditions under which the Consumer can exercise the right to cancel and the method for so doing, or a clear statement relating to the exclusion of the right to cancel;
- a. the information about warranties and continuing after-sales service;
- b. the price including all taxes and charges of the product, service or digital content; the costs of delivery, where applicable; and the method of payment, delivery or execution of the distance contract;
- c. if the Consumer has a right to cancel, the standard cancellation form.
ARTICLE 5 – RIGHT TO CANCEL
The Consumer may terminate a contract for the purchase of a product during a cooling-Off period of 14 days without giving any reasons. DXPE may ask the Consumer for the reason for cancellation. This does not oblige the Consumer to disclose this reason. The cooling-off period indicated in section 1 commences on the day the Consumer or a third party appointed in advance by the Consumer, other than the haulier, has received the product, or,
- a. if the Consumer has ordered several products in the same order: the day on which the Consumer, or a third party designated by him or her, received the last product. Provided it has clearly informed the Consumer prior to the ordering process, DXPE may refuse an order for multiple products with different delivery times;
- b. if the delivery of a product consists of several shipments or parts: the day on which the Consumer, or a third party designated by him, received the last shipment or the last part.
Extended reflection period:
- 3. If DXPE has not furnished the Consumer with the legally required information about the right to cancel or the standard form for cancellation, the cooling-off period shall run for a period of twelve months after the end of the original cooling-off period stipulated in accordance with the preceding sections of this article.
- 4. If DXPE furnished the Consumer with the information specified in the preceding section within twelve months of the start date of the original cooling-off period, the cooling-off period shall expire 14 days after the date on which the Consumer received that information.
ARTICLE 6 – OBLIGATIONS OF THE CONSUMER DURING THE COOLING-OFF PERIOD
During the cooling-off period, the Consumer shall take good care of the product and the packaging. He or she shall unpack or use the product only to the extent necessary to establish its nature, characteristics and good working order, on the basis that the Consumer may only handle and inspect the product as he or she would do so in a shop. The Consumer is solely liable for any reduction in value of the product arising from any handling of the product that goes beyond what is permitted in section 1. The Consumer is not liable for any reduction in value of the product if DXPE has not furnished the Consumer with all legally required information about the right to cancel prior to or at the time of concluding the contract.
ARTICLE 7 – EXERCISE OF THE RIGHT TO CANCEL BY THE CONSUMER AND ASSOCIATED COSTS
If the Consumer exercises the right to cancel, the Consumer shall notify DXPE accordingly within the cooling-off period by means of the standard form for cancellation or another unambiguous method. The Consumer shall return the product as quickly as possible, but within 14 days of the date following the notification stipulated in section 1, or hand it over to DXPE or its authorised representative. This is not required if DXPE has offered to collect the product in person. The Consumer shall in any event be deemed to have complied with the return deadline if he or she returns the product before the cooling-off period has expired. The Consumer shall return the product together with all supplied accessories, in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by DXPE. The risk and burden of proof for the correct and timely exercise of the right to cancel rests with the Consumer. The Consumer bears the direct costs of returning the product. If DXPE has not stated that the Consumer must bear these costs or if DXPE states that it will bear the costs itself, the Consumer will not have to bear the costs of returning the product. If the Consumer exercises his or her right to cancel, any supplemental contracts will be automatically terminated.
ARTICLE 8 – OBLIGATIONS OF DXPE IN THE EVENT OF CANCELLATION
If DXPE enables notification of the Consumer’s cancellation by electronic means, it shall immediately send a confirmation of receipt after receiving this notification. DXPE reimburses all payments made by the Consumer, including any delivery costs charged by DXPE for the returned product, directly but no later than 14 days after the day on which the Consumer gives notice of cancellation. Unless DXPE offers to collect the product itself, it may withhold repayment until it has received the product or until the Consumer demonstrates that it has returned the product, whichever happens first. DXPE shall refund the payment using the same means of payment used by the Consumer, unless the Consumer agrees to another method. The refund is free of charge for the Consumer. If the Consumer has chosen a more expensive method of delivery than the cheapest standard delivery, DXPE need not reimburse the costs incurred for the more expensive method.
ARTICLE 9 – THE PRICE
During the period of validity indicated in the offer, the prices of the products will not be increased, except for price changes resulting from changes in VAT rates. The cost of shipping the product will become visible when the Consumer has added the product to his or her shopping cart. Price increases within 3 months after the contract was concluded are only permitted if they are the result of statutory regulations or provisions. Price increases more than 3 months after the contract was concluded are only permitted if DXPE stipulated as much and:
- a. they are the result of statutory regulations or provisions, or
- b. the Consumer is authorised to terminate the contract on the day on which the price increase takes effect.
The prices stated in the product offers are inclusive of VAT.
ARTICLE 10 – COMPLIANCE WITH THE AGREEMENT AND ADDITIONAL WARRANTY
DXPE warrants that the products comply with the contract, the specifications stated in the offer, the reasonable requirements of reliability and/or serviceability and the statutory stipulations and/or government regulations that existed on the date the contract was concluded. If agreed, DXPE will also warrant that the product is suitable for other than normal use. Any additional warranty provided by DXPE, its supplier, manufacturer or importer will not limit the legal rights and claims of the Consumer under the contract against DXPE if DXPE has failed in the performance of its part of the contract. The term ‘additional warranty’ refers to each obligation of DXPE, its supplier, importer or producer, under which DXPE assigns to the Consumer certain rights or claims that go beyond what is legally required in the event that it has failed to comply fully with its part of the contract.
ARTICLE 11 – SUPPLY AND IMPLEMENTATION
DXPE will take the greatest possible care when receiving, and in the execution of, orders for products. The place of delivery is deemed to be the address that the Consumer stipulates to DXPE. In accordance with the relevant provisions in article 4 of these general terms and conditions, DXPE shall fulfil orders accepted with reasonable speed, but at the latest within 20 days, unless a longer delivery period has been agreed. If delivery is delayed, or if the delivery cannot be implemented in full or at all, the Consumer will be notified accordingly no later than thirty days after the order was placed. In such a case, the Consumer shall have the right to terminate the contract, free of charge, and shall be entitled to compensation where relevant. After termination in accordance with the preceding section, DXPE will immediately refund the amount paid by the Consumer. The risk of damage to, and/or loss of, products lies with DXPE up to the moment of delivery to the Consumer or a previously appointed representative notified to DXPE, unless this has explicitly been agreed otherwise.
ARTICLE 12 – DUTY OF INVESTIGATION/COMPLAINTS
The Consumer must examine the Products as to correct quality and quantity in accordance with the contract terms agreed between the Parties within 8 days after delivery of the Products. In the event that the Consumer discovers a defect in the quantity and/or quality of the delivered Products, he or she must notify DXPE of the defect in writing immediately after discovery and no later than 8 days after delivery of the Products. If the Consumer demonstrates that he or she could not reasonably have avoided the defect (hidden defect), the Consumer must report the defect to DXPE in writing within 8 days of its discovery, or at least within 8 days after the defect could reasonably have been discovered. The written notification referred to in this article must contain as detailed as possible description of the defect. In addition, the Consumer must also specify the invoice number and the packing slip belonging to the delivery, so that DXPE can respond as adequately as possible to the complaint. In the event that a complaint is not reported within the period specified in this article and/or does not meet the requirements set out in this article, then all rights of the Consumer in respect of the detected defect or the detected shortcoming lapse by operation of law. If a complaint is upheld, whether or not by DXPE, DXPE has the choice to either remedy/repair or re-deliver the relevant part of the delivery to the Consumer or to send a credit note to the Consumer for the relevant part of the delivery, which is then considered to have been cancelled. If a complaint has been declared well-founded, the Consumer is not entitled to any form of compensation other than that indicated in the preceding sentence. The Consumer is only entitled to return products to DXPE after prior written approval of DXPE. Returns that were not preceded by a complaint and details pertaining to the complaint as well as written permission from DXPE are not permitted. In the event that the Consumer, contrary to these provisions, still returns the products or returns them without good reason, DXPE will keep these products, insofar as they are not refused by DXPE, at the disposal of the Consumer, and at the expense and risk of the Consumer. DXPE will keep these products without any acknowledgement of the correctness of a claim under a warranty on the part of the Consumer. The costs of return shipments will be charged to the Consumer. A complaint does not release the Consumer from his or her payment obligations.
ARTICLE 13 – PRODUCT RECALL
In urgent cases, in which DXPE will decide whether a case is urgent or not, the Consumer is obliged at first request to return to DXPE the products already delivered and, in the event that the products have already been delivered by the Consumer to third parties, to take them back from the third parties concerned. In the event that DXPE issues a product recall as described above, the Consumer must take all measures in that respect that DXPE deems necessary and comply with all instructions from DXPE in connection with the product recall and the Consumer will use its best endeavours to take as many loss-limiting measures as possible in that connection. If DXPE decides to issue a product recall, it is only obliged to either replace the products or to send a credit note to the Consumer regarding the recovered products. DXPE cannot be liable to compensate for any loss on the part of the Consumer in the event of a product recall.
ARTICLE 14 – FORCE MAJEURE
In these general terms and conditions force majeure pursuant to Book 6 Article 75 of the Dutch Civil Code is understood to mean, in addition to what is understood by this in law and case law, all external causes as well as the consequences thereof, foreseen or unforeseen, over which DXPE cannot exercise any influence, but as a result of which DXPE is unable to fulfil its obligations or it is so burdensome and/or disproportionately expensive for DXPE to comply with its obligations that it cannot reasonably be expected to do so. Examples include strikes within the businesses of DXPE or of third parties, as well as extreme weather conditions, machine breakdowns, machine malfunctions, failures in the supply of energy and the circumstance that DXPE will not receive a performance that is important in connection with the performance to be delivered by itself, or will not receive such performance on time or properly. DXPE is also entitled to invoke force majeure if the circumstance preventing (further compliance with the Contract occurs after DXPE should have fulfilled its obligation. During the period that the force majeure persists, the Parties may suspend the obligations ensuing from the contract. If this period lasts longer than two months, then either DXPE or the Consumer is entitled to terminate the Contract, without any obligation to pay compensation to the other party. DXPE is entitled to claim payment in respect of everything performed by or on behalf of DXPE under the contract with the Consumer prior to the moment of force majeure.
ARTICLE 15 – PAYMENT
Unless otherwise stipulated in the contract or additional conditions, the amounts due by the Consumer must be paid within 14 days after the start of the cooling-off period, or in the absence of a cooling-off period within 14 days after the conclusion of the contract. In the case of a consumer sale, the Consumer cannot be obliged to pay more than 50% in advance under the general terms and conditions. Where advance payment is stipulated, the Consumer cannot invoke any rights whatsoever with respect to the implementation of the relevant order or service(s) before the stipulated advance payment has been made. The Consumer is obliged to immediately notify DXPE of any inaccuracies in payment data provided or stated. DXPE accepts the following payment methods: iDeal, Paypal, Visa/Mastercard, American Express, Klarna (subsequent payment), Giropay, Bancontact
ARTICLE 16 – CONSEQUENCES OF LATE PAYMENT/COLLECTION COSTS
If the Consumer does not meet its payment obligations on time, and having been notified about the late payment by DXPE and being given a further period of 14 days in which to comply with its payment obligations, and after failing to make payment within this 14 day period, shall be liable to statutory interest on the outstanding debt and DXPE is entitled to charge the extrajudicial collection costs it has incurred. The maximum collection costs are: 15% on outstanding amounts up to € 2,500; 10% on the subsequent € 2,500, and 5% on the subsequent € 5,000, with a minimum of € 40. DXPE may deviate from the indicated amounts and percentages to the benefit of the Consumer. All products, delivered or waiting to be delivered, remain the exclusive property of DXPE, until all claims of DXPE against the Consumer at any time, including the claims mentioned in Book 3 Article 92 (2) of the Dutch Civil Code, have been paid in full. Until the ownership of the goods has been transferred to the Consumer, the Consumer may not resell, pledge or grant any other right to the goods to third parties
ARTICLE 17 – COMPLAINTS PROCEDURE
DXPE has a well-publicised complaints procedure and handles the complaint in accordance with this complaints procedure. Complaints about the execution of the contract must be submitted to DXPE within a reasonable time after the Consumer has discovered the defects, fully and clearly described. Complaints lodged with DXPE shall be answered within a period of 14 days counting from the date of receipt. If it is expected that a complaint will require a longer processing time, DXPE will reply within 14 days, confirming receipt and specifying when the Consumer can expect a more detailed reply.
ARTICLE 18 – LIABILITY
If it is established in law or otherwise that DXPE is liable to the Consumer for loss suffered in connection with the contract, or on account of a wrongful act, or on account of any other reason, then this liability, including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, will at all times be limited in its entirety in the following manner:
- a. DXPE is not liable for loss arising from an assumption of DXPE based on incorrect data/files provided by or on behalf of the Consumer;
- b. DXPE is not liable for any loss of profit, lost income, lost turnover, lost savings, damage due to business and other stagnation suffered by the Consumer;
- c. The liability of DXPE, including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, to the Consumer is at all times limited to the amount paid out under DXPE’s liability insurance in the relevant case;
- d. In the event that DXPE’s liability insurance – for whatever reason – does not pay out, DXPE’s liability, including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, shall be limited to:
- e. the net value of the invoice in respect of the products to which the event giving rise to the loss relates or if several invoices relate to the event giving rise to the loss, the net value of the last of this series of invoices sent by DXPE to the Consumer prior to the moment the event giving rise to the loss occurred;
- f. or, if the event giving rise to the loss is not based on the delivery of products, or if no invoice has been sent for this, the net value of the last invoice sent by DXPE to the Consumer prior to the moment that the event giving rise to the loss occurred.
In the event that DXPE’s liability insurance – for whatever reason – does not pay out, DXPE’s total liability, including any payment obligation on the basis of Book 6 Article 230 and/or 271 of the Dutch Civil Code, to the Consumer in respect of attributable failure to perform properly, in full or time, or for any other reason – irrespective of the number of events causing loss – shall in no event exceed the net value of the last invoice sent by DXPE to the Consumer prior to the moment the loss-causing event occurred, on the understanding that DXPE’s total liability shall not exceed a maximum of €10,000. These limitations only do not apply in the event of intent or deliberate recklessness on the part of DXPE and/or DXPE’s management. All employees of DXPE can invoke the above provisions against the Consumer and, if necessary, also against third parties on an equal footing with DXPE. Loss for which DXPE can be held liable must be reported to DXPE in writing as soon as possible but no later than 15 days after its occurrence, under penalty of forfeiture of the right to compensation for this loss. This period shall not apply if the Consumer can demonstrate that there is a valid reason why this loss could not have been reported earlier. A liability claim against DXPE expires within 12 months after the Consumer has become aware of the event causing the loss or ought reasonably to have been aware of it.
ARTICLE – 19 INDEMNITY
The Consumer is liable for all damage, losses, costs and expenses, including but explicitly not limited to lawyer’s fees, that DXPE or third parties suffer as a result of or in connection with a breach of the contract by Consumer, regardless of whether that damage is caused by the Consumer, his or her personnel or another legal entity or natural person or property for which DXPE is legally liable. The Consumer fully indemnifies DXPE against all third-party claims in respect of damage, losses, costs and expenses of third parties arising from or related to a breach of the contract by Consumer, including but explicitly not limited to claims as referred to in Book 6 Article 85 in conjunction with Article 190 of the Dutch Civil Code, as well as the threshold amounts referred to in those articles, as well as claims for (i) infringement of any intellectual property right in connection with the delivered goods, (ii) product liability, product safety and relevant worldwide legislation in the field of product liability, physical injury and/or death, (iii) loss or damage to goods, and/or (iiii) alleged or actual violation by DXPE of any of the warranties, representations, obligations, liabilities and/or obligations contained in this Contract, arising out of or relating to the Contract and/or Products or their use and exploitation or arising out of or relating to DXPE’s acts or breaches under this contract.
If DXPE should thereby be held liable by third parties, the Consumer is obliged to assist DXPE both in and out of court and to immediately do all that may be expected of him or her in the relevant situation. The Consumer shall ensure that he or she has adequate insurance to cover the execution risk as referred to above. The Consumer must demonstrate to DXPE on first request that he or she has fulfilled this obligation. The excess is at all times at the expense of the Consumer. If the Consumer can claim a payment under an insurance contract in connection with any possible liability towards DXPE, the Consumer must ensure that these payments are made directly to DXPE. Any potential payment to DXPE under an insurance contract concluded by the Consumer does not affect DXPE’s claims for damages against the Consumer, insofar as these exceed the payment. The Consumer is always obliged to do everything in his or her power to limit the loss. Should the Consumer remain in default in taking adequate measures, then DXPE shall be entitled to do so itself, without notice of default. All costs and damages on the part of the DXPE and third parties thereby arising, shall be fully at the account and risk of the Consumer.
ARTICLE 20 – INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
The Consumer shall not, without the prior written consent of DXPE, use the name or brands of DXPE, nor use any words, images, or symbols which in the opinion of the Consumer may imply the involvement of DXPE in, or its agreement to, any written or oral advertisement or presentation, logbook, plan, advice, brochure, newsletter, book or other published material prepared by DXPE. The supply of products by DXPE to the Consumer pursuant to a contract explicitly does not involve any transfer of any intellectual or industrial property right. All works that DXPE makes available to the Consumer within the framework of the contract remain the property of DXPE. The Consumer will only use these works for the benefit of and in the context of the execution of the contract, within the scope of the contract, and may not reproduce, disclose, or make available to third parties in any way, in whole or in part, or be used in any other way without the prior express and written consent of DXPE. All intellectual and industrial property rights including but not limited to trademark, copyright, design and database rights, trade name rights, patent rights, which have been used or arose in the context of the execution of the contract and/or which are included in the Products or in an advice, including but not limited to products, production processes, applications, concepts, designs, drawings, inventions, models, techniques, works, methods, outcomes, creations, presentations, computer programs, know-how, data collections and other knowledge, belong exclusively to DXPE, unless agreed otherwise. The Consumer is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual and industrial property rights of the Products delivered by DXPE or the associated materials. The Consumer will always fully respect all intellectual and industrial property rights of DXPE.
ARTICLE 21 – TRANSFER OF RIGHTS AND OBLIGATIONS
The Consumer is not entitled to sell and/or transfer the rights and/or obligations under the Contract to a third party. DXPE is entitled to transfer its claims to payment to a third party.
ARTICLE 22 – DISPUTES
Contracts between DXPE and the Consumer, to which these general terms and conditions apply, are governed exclusively by Dutch law, even if an obligation is wholly or partially carried out abroad or if the party involved in the legal relationship is domiciled there. The applicability of the 1980 Vienna Sales Convention (CISG) is expressly excluded. Disputes between the parties will only be adjudicated by the competent court in the district of Amsterdam, unless any mandatory law specifies otherwise Nevertheless, DXPE shall be entitled to submit the dispute to any court having jurisdiction according to the law. The parties will not apply to the court until they have used their best endeavours to resolve any dispute by negotiation between them.
ARTICLE 23 ADDITIONAL OR DIFFERENT PROVISIONS
Additional provisions or provisions that differ from these general terms and conditions may not be detrimental to the Consumer and should be recorded in writing, or in such a way that the Consumer can store them in an accessible manner.
ARTICLE 24 – AMENDMENT OF THESE GENERAL TERMS AND CONDITIONS
Amendments to these general terms and conditions shall only come into effect once they have been published in an appropriate manner with the understanding that, in the event of amendments applicable during the validity of an offer, the provision most favourable to the Consumer shall prevail.