1. Definitions
Mokumono
Mokum Mono B.V. located at Amstelstroomlaan 8, 1096GL Amsterdam, the Netherlands. Chamber of Commerce 64978214, VAT number NL855931401B01
Customer
Natural or legal persons with whom Mokumono concludes an agreement or with whom Mokumono negotiates the conclusion of the agreement.
Product
Goods or services offered by Mokumono
2. Applicability
2.1 The current Terms form part of all Agreements and apply to all actions and legal acts of Mokumono and the Customer. Unless the nature or specific content of any provision in the current Terms conflicts with it, the provisions of the Terms also apply to Agreements in which Mokumono does not act as a seller.
2.2 The applicability of any general terms and conditions used by the Customer is expressly rejected by Mokumono.
2.3 To the extent permitted by the nature of the services provided, these Terms and Conditions apply to all services provided by Mokumono to the Customer.
2. Quotations, Agreements, Product descriptions, services and definitions.
2.1 A quotation or (price) offer is not binding on Mokumono and serves only as an invitation to the Customer to place an Order.
2.2 An Agreement is only concluded if Mokumono accepts an Order from the Customer in writing or if Mokumono executes an Order. If, at the request of the Customer, Mokumono performs work for the Customer before an Agreement has been concluded, the Customer must reimburse Mokumono for it according to Mokumono's usual rates.
2.3 After acceptance of an Order, Mokumono is at any time entitled to cancel the Order without giving reasons, in which case Mokumono is only obliged to refund any deposits already made by the Customer.
2.4 Mokumono will carefully inform the Customer of the figures, dimensions, weights, characteristics and other information applicable to the Products, but cannot guarantee that they are free from discrepancies. Any specifications or samples shown or made available serve only as an indication of the Products in question. If the Customer can demonstrate that the Products delivered by Mokumono deviate from the information provided by Mokumono or from the samples or specifications in such a way that the Customer is no longer obligated to fulfill the Order in question, the Customer has the right to terminate the Agreement to the extent such termination is reasonably necessary and without Mokumono being liable for damages.
3. Prices
3.1 All Mokumono prices are in EUR/USD/GBP, unless expressly stated otherwise. To the extent prices are stated in a currency other than EUR/USD/GBP, such price is deemed to be based on the equivalent of EUR/USD/GBP on the date the price statement was made. Prices do not include VAT or any other sales tax. Costs of packaging and shipping, import and export duties and taxes, and any other surcharges, duties or taxes imposed or charged in respect of the Products and their transportation shall be borne by the Customer.
3.2 Any change in factors affecting Mokumono's prices, including but not limited to third party tariffs, exchange rates, insurance premiums, import and export duties and any other charges due on importation or exportation, freight charges and other levies, duties or taxes, may be passed on by Mokumono to the Customer.
3.3 Service Fees: You agree to the fees and charges, terms of sale, payment and billing policies applicable to your use of the Service as stated in these Terms of Use. Mokumono may add new services for additional fees and charges, or change fees and charges for existing services, at any time in its sole discretion. All fees and charges for your use of the Service are non-refundable unless otherwise expressly stated in these Terms of Use. If at any time the fees for an existing Service are increased, you are, of course, free to discontinue use of the Service. Continued use of the Service will be considered your agreement to the new terms.
4. Payment
4.1 The Customer shall pay all amounts due to Mokumono within 30 days of the invoice date.
4.2 All payments shall be made by the Customer to a bank account designated by Mokumono without any discount, deduction, suspension or set-off.
4.3 If at any time Mokumono has doubts about the creditworthiness of the Customer, Mokumono is entitled, before the execution of an Agreement (to be continued), to demand from the Customer prior payment of the amount due or that the Customer provides adequate security. Without prejudice to the previous sentence, Mokumono is always entitled to suspend the execution of an Agreement or Order in case of one or more outstanding invoices of, in total, more than €3,500 or in case an invoice is more than 30 days overdue.
4.4 The mere expiry of a payment term puts the Customer in default. In such case, all claims of Mokumono against the Customer, regardless of their basis or nature, are immediately due and payable.
4.5 Without further notice of default, the Customer shall owe interest on all amounts not paid on the last day of the payment period, to be calculated from that date at a rate equal to the legal commercial interest rate in accordance with Article 6:119a of the Civil Code. Reminders or statements of outstanding invoices expressed as principal sums sent to the Customer in the meantime shall under no circumstances imply any forfeiture of rights with respect to interest for late payment or costs.
4.6 If even after the expiration of a payment term as stated by registered mail, fax or email, the Customer has not paid the amounts and interest due, the Customer is obliged to reimburse Mokumono for all in-court and out-of-court costs. Extrajudicial costs can at all times be set by Mokumono at 15% of the invoice amount with a minimum of 250 euros excluding VAT, without prejudice to Mokumono's right to claim the actual costs instead.
4.7 Invoices sent by Mokumono are non-binding in the sense that if inadvertently incorrect amounts are shown on the invoices, Mokumono is entitled to send correction invoices.
4.8 Notwithstanding any statement to the contrary, payments by the Customer shall be deemed to be set off against debts in the following order: interest, (extrajudicial) collection costs, principal sums (the older before the newer).
5. Delivery time
5.1 The delivery period indicated by Mokumono is based on the circumstances applicable to Mokumono at the time the Agreement is concluded and, to the extent dependent on the performance of third parties, on the information provided to Mokumono by such third parties.
5.2 The delivery period commences on the date of written order confirmation by Mokumono. If Mokumono requires information from the Customer for the execution of the Order, the delivery period starts on the date when Mokumono has all necessary information or resources, but not earlier than the date of written order confirmation.
5.3 The Customer is not entitled to any compensation in the event that the delivery period is exceeded. Nor is the Customer entitled to terminate the Agreement in such a case, unless the Customer demonstrates that it cannot reasonably be required to fulfill the relevant part of the Agreement. In such case, the Customer shall have the right to terminate the Agreement, provided it has notified Mokumono in writing and without prejudice to Mokumono's right to deliver the relevant Products and demand payment therefor within three weeks of receipt of such notification.
5.4 Mokumono is at all times entitled to deliver in partial shipments.
6. Delivery and risk.
6.1 If and insofar as the parties have not expressly agreed in writing who bears the (cost of) delivery of the Products and the risk thereof, delivery shall take place at the premises of Mokumono, and the risk of the Products and their packaging shall in all cases pass to the Customer at the time the Products are ready for shipment, while the shipment shall be carried out at the expense and risk of the Customer.
7.2 If the Customer fails to collect the Products ordered by it or fails to do so in a timely manner, it shall be in default without a written notice of default being required. In that case, Mokumono is entitled to store the Products at the Customer's expense and risk and sell them to a third party. The Customer remains liable for the purchase price plus interest and costs (as compensation) after deducting the net proceeds of such sale to a third party, if any.
8. Third party products and services
8.1 Mokumono is at all times entitled to engage third parties for the execution (of parts) of an Agreement. If Mokumono engages third parties, the general terms and conditions applicable to the agreement between such third parties and Mokumono shall apply to the Agreement, without prejudice to the rights and obligations of Mokumono and the Customer arising from the Agreement, to the extent that these rights and obligations differ, the general terms and conditions binding Mokumono to a third party shall prevail. The general terms and conditions binding Mokumono to third parties in the above cases will be provided to the Customer free of charge upon request by Mokumono.
9. Retention of title
9.1 Regardless of the actual delivery date, ownership of the Products shall not be transferred to the Customer until the Customer has paid the full outstanding amount to Mokumono, including the purchase price, any surcharges, interest, taxes and charges due under the Terms and Conditions or any Agreement and any services rendered or to be rendered in relation to the Products.
9.2 The customer is not authorized to rent out, make available to third parties, pledge or otherwise encumber the products in favor of third parties until Mokumono has transferred ownership of those products to the customer.
9.3 As long as the ownership of the products has not been transferred to the customer, the customer must immediately notify Mokumono in writing if the products are seized, attached, garnished or if any other claim is made regarding the products.
9.4 In the event of attachment, seizure, garnishment, bankruptcy, forced liquidation or (provisional) suspension of payment, the customer must immediately notify the administrator or curator, the bailiff or court bailiff levying or attaching an attachment, in writing, of Mokumono's property rights.
10. Inspection and complaints
10.1 The customer is obliged to carefully inspect the products immediately upon arrival at their destination or have them examined upon receipt by the customer himself or a third party acting in accordance with his instructions, whichever is earlier. Mokumono must be notified in writing of any complaints about defects in the products or any differences in quantity, weight or quality between the products delivered and their specification in the relevant order confirmation or invoice no later than 5 days after receipt of the products. The customer must notify Mokumono in writing of any defects that could not reasonably be discovered within the aforementioned period, but in any case within 30 days of receipt of the products. If the customer fails to notify Mokumono within the aforementioned period, its rights to exercise its rights with respect to such irregularities or defects shall be forfeited, notwithstanding the applicability of any shorter period that may be applied by a carrier or other third party pursuant to Article 6.1 above.
10.2 The customer is obliged to immediately stop using the relevant products after discovering an irregularity or defect, under penalty of losing the right to exercise its rights in relation to such irregularity or defect. The customer shall provide all cooperation necessary for Mokumono to investigate the complaint.
10.3 The customer does not have the right to return products to Mokumono until Mokumono has agreed to such return in writing. The cost of the return shipment shall be borne by the customer and the products remain at the customer's risk after Mokumono receives them.
11. Other obligations and responsibilities of the customer
11.1 The client shall at all times provide all information necessary for the performance of Mokumono's activities in a timely manner and guarantees its accuracy and completeness.
11.2 The customer does not have the right to visibly remove or make invisible trademarks or identification marks on the products or related documents.
12. Force majeure
12.1 If Mokumono is unable to fulfill any obligation to the customer due to force majeure, such obligations shall be suspended during the force majeure situation.
12.2 If a force majeure situation has lasted longer than 1 month, both parties have the right to terminate all or part of the Agreement in writing. In case of Mokumono's force majeure, the Customer shall not be entitled to any compensation or damages, even if Mokumono would enjoy any advantage as a result of such force majeure.
12.3 Force majeure of Mokumono means a case of force majeure as referred to in Article 6:75 of the Civil Code, and furthermore any circumstance beyond the control of Mokumono that prevents the fulfillment of all or part of its obligations to the Customer or which renders Mokumono unable in all reasonableness to fulfill its obligations, regardless of whether such circumstance could have been foreseen at the time the Agreement was concluded. Such circumstances include, among others, fires, terrorism, strikes and lockouts, stagnation or other production problems experienced by Mokumono or its suppliers, or problems in transportation provided by Mokumono or third parties, any governmental intervention, as well as the inability to obtain a permit or license from any governmental body.
12.4 The parties shall inform each other as soon as possible of a (possible) force majeure situation.
13. Products from Mokumono
13.1 Mokumono guarantees only those features and qualities of its products that are explicitly agreed upon in writing.
13.2 If Mokumono delivers products to the Customer that Mokumono has obtained from its own suppliers, Mokumono is at no time obliged to honor any warranty or liability to the Customer beyond what Mokumono can claim from its own supplier.
13.3 If, in the opinion of Mokumono, it is demonstrated that products delivered by Mokumono to the customer are not functioning properly, Mokumono may, at its sole discretion, choose between:
Redelivering the products after returning the products;
Customizing the products appropriately;
Granting a discount on the purchase price mutually agreed upon.
Mokumono is completely released from its warranty obligations by fulfilling any of the above options, and it is not obliged to pay any further compensation or damages.
13.4 The products remain entirely at the customer's risk, even if Mokumono makes repairs to the products.
14. Liability
14.1 Any liability of Mokumono is at all times limited to the insured amount that will be paid in such case under the liability insurance policies taken out by Mokumono. These insurance policies have limited coverage, including the amount of damages and the number of insured events per year. Access to the coverage confirmation can be obtained upon request. If no payment is made under the aforementioned insurance policies, regardless of the grounds, Mokumono's liability is limited to the amount charged by Mokumono and paid by the customer in connection with the relevant delivery during a period of twelve months immediately preceding the date on which the event giving rise to liability occurred, up to a maximum liability of €10,000 (ten thousand euros).
14.2 In the event that Mokumono engages third parties, Mokumono does not accept any liability for the non-performance of such third party, except for the non-performance of Mokumono itself - to which Article 14.1 applies. If the customer brings a legal action directly against a third party, the customer indemnifies Mokumono against all claims by such third party in connection with such claim, as well as all costs that Mokumono will incur.
14.3 All legal claims and other powers of the customer against Mokumono relating to the products delivered by Mokumono shall expire after a period of one year from the date on which the customer became aware - or could reasonably have become aware - of the existence of such rights and powers.
15. Termination
15.1 If the Customer fails to fulfill any of its obligations under the Agreement in the proper manner or within the specified time period, the Customer shall be in default and Mokumono shall be entitled to do so without any notice of default:
suspend performance of the Agreement until payment is adequately guaranteed; and/or
dissolve the Agreement with the customer in whole or in part;
all this without prejudice to Mokumono's other rights under any Agreement and without Mokumono being liable for any damages.
15.2 If Mokumono exercises its right of rescission as stated in Article 15.1, Mokumono is entitled to offset any amount that may be refunded to the customer against compensation for activities already performed, as well as compensation for lost profits.
15.3 In case of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one or more assets of the Customer or if the Customer is aware that any of these situations may occur, the Customer must notify Mokumono as soon as possible.
15.4 In the event of a situation referred to in Article 15.3, all Agreements with the Customer shall be terminated by operation of law, unless Mokumono notifies the Customer that it wishes to fulfill (part of) the relevant Agreement, in which case Mokumono shall be entitled to do so without any notice of default:
suspend performance of the relevant Contract(s) until payment is adequately guaranteed; and/or
suspend all of its payment obligations, if any, to the customer;
all this without prejudice to Mokumono's other rights under any Agreement and without Mokumono being liable for any damages.
15.5 In the event of a situation referred to in Article 15.3, all claims of Mokumono against the Customer shall be immediately due and payable.
16. Transfer of rights and obligations
Mokumono is entitled to transfer the rights and obligations described in any Agreement with the customer to third parties. If obligations of Mokumono are transferred, Mokumono must notify the customer in advance and the customer is entitled to terminate the Agreement on the date on which the transfer will take place. In such case, Mokumono shall not be liable for any damages. Customer cannot transfer any rights or obligations under any Agreement to any third party without Mokumono's prior consent.
17. General Agreement
An Agreement, including these Terms, constitutes a comprehensive representation of the rights and obligations of the parties and supersedes all prior written and oral arrangements, statements, expressions or actions of the parties.
18. Privacy
We value the privacy of our Users. Our Privacy Policy describes how we use and protect your information. By using the Product and the Service, you consent to the collection, use, transfer and processing of your personal data in The Netherlands and other countries, as long as the level of privacy protection is comparable to The Netherlands.
19. Conversion
To the extent and to the extent that any provision of these Terms cannot be invoked on the basis of any mandatory provision of law, the unreasonable nature of these Terms or reasonableness and fairness, the provision in question shall, as to content and intent, have a corresponding meaning in all cases so that the provision in question may indeed be lawfully invoked.
20. Applicable law, competent court
20.1 The law of the Netherlands shall apply to these Conditions and to all other Contracts. The applicability of the Uniform Sales Law for Movable Property, the Uniform Sales Law for International Sales Agreements for Movable Property, as well as the Vienna Convention on Contracts for the International Sale of Goods, is excluded.
20.2 All disputes arising from the Agreement or these Conditions shall be submitted exclusively to the competent court in Amsterdam.
21. Modification of terms and conditions
These Terms may be amended by Mokumono by simple notification to the Customer. In the absence of an objection within 30 days of notification, the amended Terms will apply to all new Agreements from the day of notification, as well as to all current Agreements if and to the extent they are executed after the day of notification.