The following definitions apply to these terms of service:
2.1. These terms of service apply to all quotes, prices, offers and agreements, for the delivery of goods and/or services by <bedrijfsgegevens>.
2.2. Deviation from the Terms of Service is only possible by written agreement between Molano and the Client.
2.3. Additional or deviating terms of service of the Client, or any other third party, are not applicable.
2.4. If one of the provisions of the Agreement or these General Terms and Conditions proves to be void or voidable, the Agreement and the General Terms and Conditions will remain in full force for the remainder.
3.1. Quotes, offers and price indications are non-binding, unless otherwise agreed upon in writing.
3.2. If a quote or offer is based on information supplied by the Client, then the Client guarantees the completeness and correctness of the supplied information, and agrees to additional fees if the information is not complete or correct.
3.3. An Agreement between the Client and Molano is established by a) the written acceptance of a quote issued by Molano, b) if Molano commenced performance of a quote or offer (such as reserving stock).
3.4. On cancellation of an accepted quote, Molano is entitled to a cancellation fee consisting of 10% of the quote value.
3.5. Molano invests effort to ensure that descriptions in quotes and orders are correct, however these are non-binding. Molano reserves the right to technical modifications.
4.1. All delivery periods communicated by Molano are indicative, unless otherwise explicitely agreed upon in writing.
4.2. Molano is allowed to suspend or withhold deliveries, if the Client did not meet its payment obligations. The suspension lasts until the Client fulfills its payment obligations, or until the moment that Molano terminates the Agreement for Client default. In the latter case, Molano is entitled to compensation for damages.
4.3. If Molano, for any reason, cannot be reasonably held to perform an Agreement, is it entitled to terminate an Agreement in full or in part, without being subject to additional fees or charges.
4.4. The deliveries are made ex works from the premises of Molano, or premises designated by Molano.
4.5. Transport to the Client is at the risk and expense of the Client. In principle, Molano chooses the shipper and shipping method, unless otherwise agreed upon in writing. Verzekering.
4.6. Unless otherwise agreed upon, import, export, sealing, clearing costs and taxes are at the expense of the Client.
4.7. Molano reserved the right to make partial deliveries.
4.8. If Molano orders products in performance of an Agreement, and the Client requests Molano to store those products, Molano is entitled to charge a storage fee. Storage is at the risk of the Client. Molano is not required to offer these services.
4.9. In the case of unexpected partial deliveries, or wrong deliveries, the Client is required to notify Molano of the situation within seven days.
5.1. Any price communicated by Molano is valid for day of delivery ex works, unless otherwise specified, and exclude VAT, shipping and clearing costs, and other costs.
5.2. Molano may charge the Client for any increase in cost factors that occurred after the conclusion of an Agreement, but before the full performance thereof, including but not limited to changes to the price of materials, raw materials, transport, energy and exchange rates.
6.1. Payment is to be made in full, unless otherwise agreed upon in writing. Compensation, suspension or offsetting against amounts receivable is not allowed, the Client and Molano agreed upon in writing.
6.2. Molano is entitled to require securities and/or guarantees from the Client. This also applies if the Client and Molano agreed between them a credit. If the Client refuses to cooperate, then Molano is allowed to terminate any Agreement with the Client, notwithstanding the right of Molano to collect cancellation fees or other fees.
6.3. If the Client does not meet a payment term, then Molano is entitled to charge a 1% fee, on top of the lawful fee in trading transactions. Additionally, Molano is entitled to charge 15% extrajudicial collection fees, with a minimum of €250,-.
7.1. Title to the delivered products shall remain vested in Molano and shall not pass to the Client until the purchase price for the delivered products has been paid in full and received by Molano.
7.2. In the case of a situation as described in 7.1, the Client is bound to establish a non-possessory pledge for Molano on the delivered products, to ensure existing and future payment obligations of the Client to Molano.
7.3. In the case of a situation as described in 7.1 and 7.2, Molano is entitled to reclaim from the Client without judicial intervention the total value of the delivered products.
8.1. Molano guarantees that the product quality is appropriate for its respective Grading, as specified by the Agreement.
8.2. The guarantee period with regards to Grading is seven days, starting from the day of delivery.
8.3. The guarantee period with regards to Functionality is thirty days, starting from the day of delivery.
8.4. In the case that additional work is required as part of the guarantee, or a replacement product is provided, then the guarantee does not extend.
8.5. The guarantee applies to defects that may arise from normal usage. Excluded from guarantee are a) damage sustained as the result of falling, pressure, impact, wear and tear or moisture; and b) damage caused by an external short circuit.
8.6. If the Client invokes any guarantee clause, then Molano determines if the claim is applicable to the delivered products.
8.7. Additional criteria and clauses are stipulated in the Return Policy.
9.1. Notwithstanding the clauses with regard to guarantee, Molano accepts no liability for damages resulting from (alleged) failure to perform an Agreement.
9.2. In the case that Molano is subject to any liability, it shall at maximum accept liability for the total value of an Agreement. In the case that an Agreement is partially fulfilled, then Molano at maximum accepts liability for the unfulfilled part of the Agreement.
9.3. If Molano is subject to liability, withstanding previous clauses, then it accepts no liability higher than that its professional liability insurance covers for that specific case.
9.4. The Client is required to notify Molano of any such claims within thirty days of observation.
10.1. Molano is entitled to terminate an Agreement if the Client does not meet its payment obligations, without judicial intervention, by written notice. If Molano chooses not to terminate an Agreement, it is allowed to suspend deliveries until the Client fulfills its payment obligations.
10.2. In addition to its other rights, Molano has the right to terminate an Agreement without notice of default and without judicial intervention, if the Client is unable or unwilling to fulfill its financial obligations, or is in state of insolvence, or reaches private agreement with its creditors or summons an assembly of its creditors, its shareholders decide to dissolve of liquidate the Client, a liquidator is appointed over the Client or a person or entity with similar authority, or the Client requests to do so, or a third party requests liquidation of the Client, or when a definitive suspension of payment is granted to the Client, or when the Client seizes its activity, or when any asset of the Client is seized by its debtors.
11.1. In addition to lawfully defined cases, force majeure is the situation where Molano is unable to fulfill its Agreement from causes that are reasonably deemed out of its control. This includes, but is not limited to, supplier defaults or late deliveries by suppliers.
11.2. None of the Parties is liable for delay or termination of an Agreement, if the cause is force majeure.
11.3. If a situation of force majeure persists for longer than four weeks, either of the Parties is entitled to terminate the Agreement without additional costs.
12.1 The Terms of Service and all transactions and Agreements between Molano and the Client are subject to solely Dutch law.
12.2. Any disputes between the Parties are solely submitted to the competent judge of the district court of Amsterdam. Molano has the right to submit a dispute to the competent judge of the Client statutory seat.
12.3. If a dispute arises that is submitted to court, then only the Dutch version of these terms of service is authoritative and applicable.