Terms and Conditions (“Terms”)
Last updated: January, 10, 2020
Article 1. Definitions
1.1. In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise or the context indicates otherwise:
a. Massa Imports BV: the user of these general terms and conditions: Massa Imports BV located at Lichtenauerlaan 102-120, 3062ME Rotterdam in Rotterdam, registered with the Chamber of Commerce on Chamber of Commerce number (KvK-nummer) 75366150;
b. customer: any company who enters into an agreement with Massa Imports BV, or who has received a quote / offer from Massa Imports BV or with whom Massa Imports BV is in any legal relationship or for whom Massa Imports BV performs any legal act;
c. agreement: the agreement between Massa Imports BV and the customer;
d. product: the product supplied by Massa Imports BV;
e. website: the website www.massaimportsbv.com, which is managed by Massa Imports BV.
Article 2. General
2.1. These general terms and conditions apply to all quotations, offers and agreements regarding the delivery of deliveries by Massa Imports BV to the client and furthermore to all (other) legal acts between Massa Imports BV and the client, including negotiating and other pre-contractual situations.
2.2. Clauses deviating from these terms and conditions are only valid if and insofar as parties have explicitly agreed in writing or via e-mail.
2.3. The applicability of any purchase- or other conditions of the customer is explicitly rejected.
2.4. If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be declared null and void, then the remaining provisions in these general terms and conditions remain fully applicable. The parties will then enter into consultation in order to agree new provisions to replace the invalid provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
Article 3. Offers and quotations
3.1. Every quote from Massa Imports BV is without obligation. Every quotation, unless stated otherwise in writing, is based on execution in normal circumstances and on information, data, documents and the like provided by the customer. The customer is responsible for the accuracy and completeness of the requirements and specifications and other data provided by him or on his behalf to Massa Imports BV on which Massa Imports BV bases its offer.
3.2. The quotations / offers and other documents provided by Massa Imports BV to the customer may not be reproduced or given to third parties for inspection without Massa Imports BV’s permission.
3.3. Offers apply while supplies last.
3.4. Massa Imports BV cannot be held to its quotes or offers if the customer can reasonably understand that the quotes or offers, or a part thereof, contain an obvious mistake or error.
3.5. Offers or quotations do not automatically apply to future agreements.
3.6. Massa Imports BV has the right at all times to determine that certain products will only be delivered in certain minimum quantities.
3.7. The range offered on the website can be changed.
Article 4. Images and other information
4.1. All images, dimensions, colors, weights, etc. of the products offered on the website, in quotations or brochures are only approximate and cannot be a reason for compensation and / or dissolution.
Article 5. Formation of the agreement
5.1. The agreement is established after the customer:
a. has completed the entire ordering process via the website; or
b. has accepted Massa Imports BV’s offer by telephone, e-mail or fax.
5.2. After the agreement has been concluded via the website, Massa Imports BV will send the customer a confirmation via e-mail that Massa Imports BV has received the order. This confirmation e-mail contains the order number and the other details of the customer’s order.
5.3. The order can only be placed via the website after the customer has clicked that he agrees with these terms and conditions.
Article 6. Cancellation
6.1. If the customer wishes to cancel the order, he must contact Massa Imports BV as soon as possible. Massa Imports BV will then inform the customer whether it is still possible to cancel the order and which costs are associated with the cancellation. If it is possible to cancel the order and the customer agrees with the amount of the cancellation costs, the order will be canceled by Massa Imports BV. The cancellation costs are charged to the customer through an invoice.
Article 7. Prices and price change
7.1. All mentioned prices are exclusive of VAT.
7.2. The prices mentioned include the costs of the packaging of the products.
7.3. Stated prices are exclusive of transport costs, unless stated otherwise. The transport costs are made known separately to the customer.
7.4. The price or prices stated with the offer are based on the cost determining factors applicable at the time of the offer. If changes occur in the aforementioned cost factors between the moment of conclusion of the agreement and delivery, such as changes in purchase, transport and storage prices, packaging costs, wages, import duties, etc., Massa Imports BV is entitled to revise the original price.
Article 8. Delivery
8.1. The customer is obliged to take delivery of the delivered products. If the customer fails to do so, the products will be stored for the account and risk of the customer.
8.2. The method of transport, packaging and the like is determined by Massa Imports BV.
8.3. The products are transported by Massa Imports BV to the address specified by the customer or Massa Imports BV calls in a courier for transporting the products.
8.4. The risk of loss or damage to products that are the subject of the agreement is transferred to the customer as soon as they are delivered to the customer and thereby brought under the control of the customer or of a third party to be designated by the customer .
8.5. The customer must ensure that the destination where the products must be delivered is easily accessible.
Article 9. Delivery period
9.1. All delivery periods stated by Massa Imports BV have been determined to the best of its knowledge on the basis of information known to Massa Imports BV at the time of entering into the agreement and they will be observed as much as possible. The stated delivery times cannot be regarded as a strict deadline.
9.2. In the event that a stated delivery period is exceeded as a result of an event that is in fact outside the control of Massa Imports BV and cannot be attributed to it, as described in, among others, Article 20 of these general terms and conditions, this period is automatically extended by the period that it was exceeded as a result of such an event.
9.3. Exceeding the specified delivery period does not in any case entitle you to compensation.
Article 10. Quantities / deviations
10.1. Small deviations from the ordered weight are permitted.
10.2. The quantities delivered are stated on the delivery document.
10.3. If the customer has not made his objection to the delivered quantity known to Massa Imports BV within 3 working days after delivery, the quantity stated on the delivery document is deemed to accurately reflect the delivered goods.
Article 11. Amendment of the agreement
11.1. If the agreement is amended or supplemented, it can have financial or other consequences. Massa Imports BV will inform the customer about this (if possible in advance).
Article 12. Execution of the agreement
12.1. Massa Imports BV will endeavor to execute the agreement carefully, in accordance with the requirements of good workmanship.
12.2. Massa Imports BV has the right, without notifying the customer, to have the agreement or part thereof executed by third parties.
Article 13. Obligations of the customer
13.1. The customer ensures that all data, of which Massa Imports BV indicates that they are necessary or which the customer should reasonably understand to be necessary for the execution of the agreement, is made available to Massa Imports BV in a timely manner.
13.2. The customer indemnifies Massa Imports BV against any claims from third parties who suffer damage in connection with the implementation of the agreement and which is attributable to the customer.
13.3. The customer is solely responsible for observing all legal and other applicable regulations in connection with having, storing, transporting,selling, using and processing, in whatever way, the delivered products.
13.4. If Massa Imports BV is delayed in the performance of the agreement due to the fault of the customer, the customer must compensate Massa Imports BV for any damage that Massa Imports BV has suffered as a result.
Article 14. Payment
14.1. The customer must pay the invoices received from Massa Imports BV within 25 days after the invoice date, unless otherwise agreed.
14.2. For new customers, Massa Imports BV may require the customer to pay the invoice amount in advance. If the customer does not pay the amount invoiced in advance in time, then Massa Imports BV has the right to suspend the execution of the agreement until the full outstanding amount has been paid. Massa Imports BV is not liable for any damage suffered by the customer as a result of the suspension.
14.3. Payment must be made in the manner indicated by Massa Imports BV, such as in cash, by transferring the invoice amount to the bank account announced by Massa Imports BV or by direct debit.
14.4. If the customer fails to pay within the specified payment period or if the direct debit cannot be executed or is reversed, then the customer, after being advised by Massa Imports BV at least once to pay within a reasonable period, legally in default. In that case, the customer will owe the statutory interest from the date on which the sum due becomes due and payable until the time of payment. In addition, all costs of collection, after the customer is in default, both judicial and extrajudicial, will be borne by the customer. The extrajudicial collection costs are set at 15% of the principal with a minimum of € 100.
14.5. In the event of liquidation, bankruptcy, seizure or suspension of payment of the customer, the claims of Massa Imports BV on the customer are immediately claimable.
14.6. Every payment by the customer first of all serves to settle the interest (s) owed and then to settle the costs associated with the collection. Only after payment of these amounts does any payment by the customer serve to settle the outstanding principal sum.
Article 15. Retention of title
15.1. All delivered and yet to be delivered products remain the exclusive property of Massa Imports BV until all claims that Massa Imports BV has or will have on the customer have been paid in full.
15.2. As long as the ownership of the products has not passed to the customer, the customer may not pledge the products or grant any other right to them to third parties. The customer is only permitted to resell the products within the framework of his normal business operations.
15.3. The customer is obliged to store the products that have been delivered under retention of title with due care and as recognizable property of Massa Imports BV.
15.4. Massa Imports BV is entitled to take back the products that have been delivered subject to retention of title and that are still present at the customer if the customer is in default of fulfilling his payment obligations or is experiencing payment difficulties or is in danger of going into payment difficulties. The customer will at all times give Massa Imports BV free access to its grounds and / or buildings for inspection of the products and / or for exercising the rights of Massa Imports BV.
Article 16. Information and advice
16.1. Information about the processing and application possibilities of Massa Imports BV products, advice, guidelines, instructions and further data, unless otherwise expressly agreed in writing or via e-mail, is always provided to the best of our knowledge and / or insight, but without obligation. . No rights can be derived from this by the customer and Massa Imports BV cannot be held liable for any damage directly or indirectly resulting therefrom.
Article 17. Liability and prescription
17.1. Massa Imports BV cannot be held to compensate for any damage that is a direct or indirect consequence of:
an event that is in fact beyond its control and therefore cannot be attributed to it, as described, among other things, in Article 20 of these general terms and conditions;
b. any act or negligence on the part of the customer, his subordinates, or other persons employed by or on behalf of the customer.
17.2. Massa Imports BV is not liable for any damage caused by the temporary or permanent unavailability of the order option, inaccessibility or removal of its website due to maintenance or otherwise.
17.3. The colors that can be seen on the customer’s screen may differ from the colors that the product actually has. Massa Imports BV is not liable for such color deviations.
17.4. Massa Imports BV is not liable for damage, of any nature whatsoever, because Massa Imports BV relied on incorrect and / or incomplete data provided by the customer.
17.5. Massa Imports BV is not liable for damage suffered by the customer as a result of the customer not storing, storing, processing, packaging or transporting the products in the correct manner, as a result of which the products may spoil or other damage may occur to the products.
17.6. Massa Imports BV does not accept any liability if a delivered product is consumed after the stated expiry date.
17.7. The customer must ensure that products are no longer processed or processed after the expiry date. The customer explicitly indemnifies Massa Imports BV against claims from third parties for damage resulting from consuming the products if these have been worked or processed by the customer after the expiry date.
17.8. If a product whose packaging was damaged during transport and such damage could result in the product being spoiled, then the customer should not resell or process this product. Massa Imports BV can never be held liable for the consequences of the customer’s failure to comply with this provision.
17.9. Massa Imports BV is not liable for any accidents with the goods supplied by Massa Imports BV, for example due to incorrect or improper use or use contrary to the instructions for use.
17.10. Massa Imports BV is never obliged to pay compensation as a result of consequential damage. In any case, consequential damage is deemed to be lost turnover, lost profit, missed savings, production damage, company damage, stagnation damage and indirect damage.
17.11. If Massa Imports BV is liable for any damage, then the liability of Massa Imports BV is limited to the amount of the payment made by the insurer of Massa Imports BV. If in any case the insurer does not pay out or the damage is not covered by the insurance, the liability of Massa Imports BV is limited to the invoice amount, at least to that part of the agreement to which the liability relates.
17.12. The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or willful recklessness of Massa Imports BV or her subordinates.
17.13. Claim rights and other powers of the customer for whatever reason against Massa Imports BV expire in any case after the expiry of 1 year from the moment when a fact occurs that the customer can use these rights and / or powers against Massa Imports BV.
Article 18. Complaints
18.1. The customer is obliged to immediately check the delivered products and the packaging upon delivery. The customer must in particular check:
whether the correct products have been delivered;
b. whether the products meet the quality requirements and temperature and hygiene standards or the requirements that may be set for normal use.
18.2. Shortcomings and / or damage and / or defects must be notified to Massa Imports BV within 3 working days. Complaints that are submitted too late will not be processed.
18.3. The customer is obliged to give Massa Imports BV the option to check the complaints. The fact that Massa Imports BV is investigating a complaint does not imply that Massa Imports BV acknowledges any liability.
18.4. If a product shows a defect, then Massa Imports BV will, at its option, supply a replacement product or credit the price for the product in question.
18.5. A lack of a product does not give the customer the right to refuse the entire order of which the product is a part.
18.6. Complaints do not suspend the payment obligation of the customer.
18.7. Commercial deviations in color, quality, shape, weight and the like and damage to the delivered products that have arisen because the customer has acted contrary to the handling instructions are not eligible for advertising.
18.8. The right to complain lapses if the customer has processed, processed or delivered the delivered products to third parties.
Article 19. Termination and suspension
19.1. If the client’s assets are seized, the client applies for a moratorium, is declared bankrupt or otherwise loses the free disposal of his assets, or in the event of the client’s business being shut down, Massa Imports BV has the right to suspend (further) execution of all agreement (s) concluded with the customer, or to dissolve this agreement (s) in whole or in part, without prejudice to Massa Imports BV’s right to compensation.
19.2. If the customer fails to meet one of his obligations towards Massa Imports BV or Massa Imports BV fears that the customer will not fulfill his obligations and the customer is unable to provide adequate security for the fulfillment of his obligations at Massa Imports BV’s first request, then Massa Imports BV has the right to terminate the agreement (s) in whole or in part, without prejudice to Massa Imports BV’s right to compensation.
19.3. As a result of the implementation of paragraphs 1 and / or 2, Massa Imports BV is not obliged to pay any compensation.
19.4. In the event of an event as referred to in paragraphs 1 and / or 2, all claims of Massa Imports BV against the customer are immediately and fully claimable.
Article 20. Force majeure
20.1. Massa Imports BV is not obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Events that are in fact outside the control of Massa Imports BV, or that cannot and cannot be attributed to it, are in any case considered: obstacles by third parties, including those of governments; transport barriers, such as extreme weather conditions; full or partial strikes; riots, wars or war dangers, both here in the country and in countries of origin of the products; loss or damage to products during transport thereof; non-delivery or late delivery to Massa Imports BV by its suppliers; export and import bans; fires, malfunctions and accidents in the company of Massa Imports BV or its supplier; the burning of means of transport of Massa Imports BV or the courier engaged by it, the occurrence of disruptions thereto, the involvement in accidents thereof; the imposition of levies, or the taking of other measures by the government, bringing about changes in factual circumstances.
20.2. Force majeure is also understood to mean a shortcoming of suppliers of Massa Imports BV as a result of which Massa Imports BV is unable to meet its obligations, or not timely or in full.
20.3. If there is force majeure, then Massa Imports BV cannot be held to compensate for any damage as a direct or indirect consequence thereof and it will also be released from its obligation to deliver for the time being. It will depend on the circumstances of the case whether that will be and will remain, in whole or in part, or whether there will only be a suspension of delivery. In the event of an opportunity to deliver, and / or altered, as yet, both Massa Imports BV and the customer will be obliged to use it.
Article 21. Confidentiality
21.1. Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is stated by the other party or if this results from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.
Article 22. Intellectual property rights
22.1. The customer must fully and unconditionally respect all intellectual property rights that rest on the products delivered by Massa Imports BV.
22.2. Without prior written or electronic permission from Massa Imports BV, the customer may not copy, forward, distribute, reproduce or publish any information, texts, logos, brands, trade names and images obtained via the website.
Article 23. Security and internet
23.1. Massa Imports BV will take appropriate security measures to protect the website against the risks of unauthorized access to or modification, destruction or loss of data entered by the customer through the website.
Article 24. Applicable law and competent court
24.1. Every agreement between Massa Imports BV and the customer is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
24.2. All disputes regarding agreements between the customer and Massa Imports BV are submitted to the competent court in the district where Massa Imports BV is located.