Last updated 25.05.2018
General Terms and Conditions of MAJAWIDU BV
Unless a derogation applies for consumers or is required by law (such as the right of withdrawal for consumers), or if a provision evidently applies only to distributors or companies, the following applies to all of our contracting parties, whether consumers, distributors or companies:
Article 1. Scope of Application
1.1. These General Terms and Conditions are applicable to all quotations, requests and offers, as well as each and every agreement to supply goods (hereafter, “Agreement”) between the limited liability company Majawidu BV, with registered office in Rotterdam, the Netherlands, hereafter referred to as “Majawidu” and the person who purchases the goods, hereafter referred to as the “Buyer”. Any terms or conditions that deviate from these General Terms and Conditions will only apply if they have been explicitly accepted in writing by Majawidu.
1.2. The application of general and/or other (purchasing) terms and conditions from the Buyer is explicitly excluded by Majawidu.
1.3. The Buyer with whom Majawidu has concluded an Agreement under these General Terms and Conditions accepts the application of these General Terms and Conditions to all subsequent agreements and deliveries.
1.4. Majawidu is entitled to modify these General Terms and Conditions unilaterally. Majawidu will provide the Buyer with timely notification of such changes.
1.5. In the event that one or more of the provisions of the Agreement or of these General Terms and Conditions are invalid or void, the other provisions will remain entirely in force.
Article 2. Conclusion of the Agreement
2.1. Quotations provided by Majawidu are non-binding. Unless otherwise specified in the quotation, the quotation is valid for no longer than 14 (fourteen) days.
2.2. Offers or quotations are not automatically applicable to repeat orders.
2.3. An Agreement between Majawidu and the Buyer shall become valid when Majawidu confirms an order in writing to the Buyer, and shall be concluded when Majawidu carries out the order within four weeks after it has been placed.
2.4. Changes to the Agreement will only come into force if they have been accepted in writing by both Majawidu and the Buyer.
Article 3. Delivery
3.1. Any stated date of delivery is always purely indicative and is not a strict deadline. Majawidu will make reasonable efforts to comply with the indicated delivery date. In no event may any delay in the agreed delivery term give rise to compensation or the rescission of the Agreement. Majawidu will inform the Buyer as soon as it has any indication that the delivery date will not be met. If possible, Majawidu will give an indication of the new delivery date. If the Buyer is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the Buyer may terminate the Agreement if the term of delivery is delayed.
3.2. Unless agreed otherwise, delivery takes place from Majawidu's warehouse.
3.3 In order to ensure timely and successful delivery, Majawidu delivery system relies on correct shipping details and input from the customer. Successful delivery will be at risk in case of wrong or incorrect postcodes, missing house names and/or door / apartment numbers and / or missing or incomplete street names. Our delivery counterparts will be unable to provide their service within the mentioned time frames if any of these are incorrect, incomplete or missing. Majawidu can not be held responsible for lost or missing orders within any of our delivery counterparts due to incorrect address details. Our delivery partners will not reimburse us for packages sent with incorrect addresses. The buyer agrees that the provided address is the full correct shipping address.
3.4 Majawidu cannot be held liable for delays caused by official holidays in transit countries.
Article. 4. Retention of Title
4.1. The goods supplied by Majawidu remain in Majawidu's ownership until the Buyer has paid the full purchase price and any additional costs arising.
Article 5. Payment
5.1. Unless agreed otherwise, payment by the Buyer should be made either net in cash upon delivery, or by means of bank deposit or transfer to a bank account designated by Majawidu, as determined by Majawidu, within 14 (fourteen) days of the invoice date, without any deductions or compensation, and in the currency indicated on the invoice. A prepayment of 50% of the total invoiced amount should be paid upon order. Full prepayment to our account (below) is required within 1 (one) full week before delivery.
5.2. Majawidu is at all times authorised to make use of its right to set-off. If the Buyer is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the Buyer may use the right of set-off.
5.3. Payments made by or on behalf of the Buyer shall consecutively serve to pay the extrajudicial costs owed by the Buyer, the court costs, the interest owed by the Buyer, and then according to the invoice date starting with the earliest one, the outstanding principals, regardless of any statement to the contrary by the Buyer.
Article 6. Interest and Costs
6.1. If a payment has not been made within the term stated in article 5, the Buyer is automatically in breach, and Majawidu is entitled to charge the Buyer an extra-contractual interest of 2% (two percent) in addition to the applicable statutory commercial interest, on the amount due. If the Buyer is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the statutory interest shall apply pursuant to Section 6:119 of the Dutch Civil Code.
6.2. All judicial and extrajudicial costs are for the Buyer's account. The extrajudicial debt collection costs are at least 15% (fifteen percent) for a Buyer located in the Netherlands and 20% (twenty percent) for a Buyer located outside the Netherlands, of the principal sum owed by the Buyer with a minimum of €125 (one hundred and twenty five euro). If the Buyer is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the extrajudicial costs are in accordance with the applicable legal provisions and regulations.
Article 7. Security
7.1. Majawidu has the right to request sufficient security from the Buyer for the performance of any payment obligation, including requesting the Buyer to make advance payments, prior to delivery or before continuing with subsequent deliveries, or complying with any other obligation arising from the Agreement.
Article 8. Guarantee
8.1. Majawidu guarantees that the goods are free of material, design and fabrication defects for a period of 6 (six) months after the delivery, or at least for the period guaranteed by the producer, but in any case no longer than the statutory guarantee period.
8.2. The Buyer shall inspect the purchased goods upon delivery or as soon as possible thereafter. The Buyer shall verify that the delivered goods comply with the Agreement, namely, whether (i) the right goods have been delivered, or (ii) the delivered goods meet the agreed quality requirements or – in their absence – the expected requirements for normal use.
8.3. If a visible defect or shortcoming is found, the Buyer will notify it within 3 (three) days from the date of delivery to Majawidu. A non-visible defect shall be notified by the Buyer in writing to Majawidu within 3 (three) days after it has been found, but no later than 30 (thirty) days after the date of delivery.
8.4. If the 6 (six) months guarantee is applicable and the delivered goods show a defect, Majawidu shall start to repair the defect within 14 (fourteen) days following the notification of defect. Majawidu may choose to replace the goods.
8.5. If the guarantee given by Majawidu relates to goods that are situated outside the Netherlands, Majawidu is only liable for the repair or replacement costs up to the amount that would have been charged if repair or replacement had been carried out in the Netherlands.
8.6. The guarantee as defined in article 8.1 does not apply if the goods to which the guarantee refers
- are, or have been used other than in accordance with their normal use or improperly; and/or
- user instructions have not been followed; and/or
- non-professional repairs have been carried out; and/or
- alterations have been made and/or (serial) numbers or seals have been damaged or removed; and/or
- products have not been stored in a dry room, or have been damaged by transport.
8.7. The Buyer bears the burden of establishing that a defect for which the guarantee applies appeared during the guarantee period. The guarantee expires if the type or serial number of the goods is removed or changed.
8.8 An environment which is warmer than 23 Celsius or increased body heat may shorten the amount of hours the product can be used and needs extra monitoring for irritation.
Products should be stored at room temperature.
Article 9. Force Majeure
9.1. Lack of, late, and/or defective delivery, and/or the inadequate functioning of the goods, does not give the Buyer the right to rescission and/or damage compensation, where there is a case of force majeure on the side of Majawidu.
9.2. Irrespective of any other rights it may have, Majawidu has the right, should it be for reasons beyond its control (force majeure) prevented from performing the Agreement or from performing it in due time, to suspend performance of the Agreement, or to rescind all or part of the Agreement, at its own discretion, without any obligation to pay damages or other compensation.
9.3. Force majeure on the part of Majawidu includes the case where, after entering into the Agreement, Majawidu is prevented from meeting its obligations under this Agreement as a result of: war, threat of war, civil war, civil unrest, risk of war, fire, water damage, flood, strikes, the failure to properly fulfil obligations by suppliers, occupation, lock-out, import and export restrictions, government measures, defects in machinery, disruptions to the supply of energy, disruptions of the Internet, computer network or telecommunication facilities disruptions during storage or transportation, whether or not under its own control; and also all other causes not attributable to Majawidu, or circumstances beyond Majawidu's scope of fault or risk, both within the Majawidu organisation or with third parties from whom Majawidu must source the necessary (raw) materials or resources in part or in full.
9.4. If the force majeure situation continues for ninety (90) days, the Buyer will have the right to terminate the Agreement or part of it in writing to the extent that this is justified in view of the force majeure situation. What has already been performed pursuant to the Agreement shall be settled proportionately.
Article 10. Liability
10.1. Except in the case of willful intent or gross negligence on the part of Majawidu or Majawidu’s management, Majawidu shall not be liable for any direct damages, unless the damage is a direct result of an attributional breach by Majawidu on the basis that direct damage is only eligible for compensation if it has been insured against by Majawidu, or ought to be insured based on the accepted practice in the industry. The liability is, however, restricted as follows:
- Direct or indirect damage is a result of wilful intent or gross negligence of agents or third parties is excluded.
- Compensation payable by Majawidu shall be reduced if the price paid by the Buyer for the goods is disproportionate in relationship to the amount of loss suffered by the Buyer.
- Direct damage is limited to the amount invoiced and paid during a period of 1 (one) month prior to the event leading to the liability and/or it will not amount to more than the refund of the agreed price.
- In no case shall the total liability of Majawidu for direct damage, for whatsoever reason, amount to more than €15,000.00 (fifteen thousand euro).
10.2. Direct damage only includes
- material damage to goods;
- reasonable and demonstrable costs incurred to give notice to Majawidu to fulfil its obligations under this Agreement;
- reasonable costs incurred to determine the cause of the direct damage;
- reasonable costs incurred to prevent or limit direct damage.
10.3. All liability on the part of Majawidu for indirect damages, in the broadest sense of the word, is excluded. Indirect damage shall mean every instance of damage which does not fall within the definition of direct damage contained in article 10.2. Indirect damage includes the following list, (which is not exhausted or exclusive):
- consequential damage;
- loss of profits;
- missed savings;
- loss of opportunities;
- decreased goodwill;
- loss of production;
- loss due to suspension or stagnation of business activities;
- loss of discount or payment from third parties;
- damage resulting from the use, mutilation or loss of data;
- exemplary damages.
10.4 Any and all liability shall cease upon the mere expiry of 3 (three) months after the damage occurred, if the Buyer could or should have been aware of the liability and the damage, unless a legally valid summons has previously been issued. If the Buyer is a consumer (i.e. a natural person not acting in the conduct of a profession or business), a 1-year (one-year) period applies.
10.5. If a Buyer sells copied lifts or sells lifts that are identical to the Bye Bra lifts, or that are very similar to the Bye Bra lifts, and which are not purchased from Majawidu, this will result in an immediately payable penalty of €50,000 (fifty thousand euro), plus €5,000 (five thousand euro) for each day the violation continues. Majawidu will retain the right to claim both the fine and the full compensation due to the violation.
Article 11. Local Legislation and Regulations
11.1. The Buyer shall be responsible for compliance with all local legislation and regulations which apply to the importation and distribution of the purchased goods (including but not limited to import regulations, designation of goods, labelling, hygiene, safety and/or packaging regulations).
11.2. All costs related to obtaining any required approvals, permits, licenses, documents and the like shall be borne by the Buyer.
11.3. The Buyer will refrain from selling the goods in the United States of America. The Buyer is obliged to indemnify Majawidu against all damages as a result of non-compliance. The Buyer must refrain from indirect selling in the United States of America.
Article 12 Intellectual Property
12.1. The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighboring rights, database rights, with respect to the product are owned by Majawidu and/or its suppliers. The Buyer acknowledges such rights and shall refrain from any infringement thereof.
Article 13. Termination
13.1. Majawidu is entitled, notwithstanding its full right to compensation of costs, damages and/or interests, to terminate all or part of the Agreement, without notice of default or legal intervention with immediate effect when
- a bankruptcy request has been served against the Buyer, or the Buyer is declared bankrupt;
- the Buyer has submitted a request for suspension of payment, or such a request has been granted;
- the Buyer suspends, liquidates or transfers his business, or ceases to pursue its objects according to its articles of association;
- a garnishee order is served on all or part of the Buyer's property;
- the buyer is selling copycat goods.
Article 14. Order Cancellation by the Buyer Where the Buyer is a Company
14.1 If an order accepted by Majawidu is cancelled by the Buyer, Majawidu is entitled, provided that it accepts the cancellation, to charge a fixed compensation for damages of 35% (thirty-five percent) of the invoice amount, plus any costs, such as those charged by suppliers to Majawidu.
Article 15. Order Cancellation by the Buyer Where the Buyer is a Consumer
15.1 We accept cancellations of your order at any time up to 14 (fourteen) days after the day on which you receive your Order if the Order has been delivered in the EU.
15.2 If you wish to cancel your contract before your Order has been dispatched, then you need to let us know as soon as possible. In order to do so, you can send an email to our customer service team department. Once we have received notification from you, we will refund you the original purchase price for your Order within 14 (fourteen) days.
15.3 As it is our policy to strive to process your Order immediately, it may not always be possible to stop an Order from being dispatched or made available for collection. If you decide to cancel your Order and it has already been dispatched, or you have been notified that it is ready for collection, then you need to notify our customer service department within 14 (fourteen) days after the day on which you receive or collect your Order.
Article 16. Returns Policy
16.1 Products must be returned in a saleable condition meaning that they must be unused and in their original packaging with garment tags and any other security devices or seals still attached and intact. We reserve the right to consider the condition of any Product that you wish to return and make any deductions if there are indications that the Product, its tags, security devices or seals have been used, removed, broken or tampered with.
16.2 Where lingerie, swimwear, cosmetics and earrings are protected by hygiene seals, you are required to take reasonable care to not remove the hygiene seals. Refunds will not be provided if the hygiene seals have been removed, broken or tampered with.
16.3 Please note that clauses 16.2 and 16.3 do not apply to faulty or incorrectly supplied Products; your statutory rights are unaffected.
Article 17. How to Return an Item
17.1 Please follow the steps below:
- Contact our customer service department and request a “Returned Goods Form”. Print this form and fill in the relevant sections to indicate which Product(s) you wish to return. Please be sure to indicate the quantity of a particular Product that you are returning to us as well as the reason for your returning it. Please select one of the appropriate “return codes” to indicate the reason for your return.
- Having completed the form, please be sure to include it in your returns package along with the relevant Product(s).
- Please use the returns address and put the form inside the box. Please note that Majawidu cannot be held liable for any Products that go missing as a result of your failure to use this label.
Article 18. Process and Payment for Returning an Order
18.1 If the steps outlined above are not followed, in particular if the Returned Goods Form is not included in the returns package, this may result in loss of, or delay in us receiving, your returned Product(s). We will not be able to process a refund until we have received your returns package.
18.2 Subject to the delivery option that you selected when first placing your Order, we will also refund you one of the following:
- If you chose and paid for Standard Delivery of your Order, then we will refund you the full cost of this.
- If you chose and paid for either Nominated/Next Day or Tracked delivery, then it is at our sole discretion as to whether we refund you this delivery charge. At the very least you will be refunded the cost of what the Standard Delivery for your Order would have been.
- If you are only returning part of your Order that was delivered to the same address, then there will be no refund for delivery.
- We recommend that you use a tracked and insured service, as Majawidu will not be liable for any risk, loss of or damage to your Order. Majawidu does not cover the costs to return the Order.
Article 19. Applicable Law and Jurisdiction
19.1. All quotations, transactions, orders and Agreements Majawidu enters into with a Buyer are governed by Dutch law. The application of the Vienna Sales Convention (CISG) is explicitly excluded.
19.2. All disputes related to and/or arising from these General Terms and Conditions and/or Agreements to which these General Terms and Conditions apply, will exclusively be settled by the competent judge in Rotterdam (the Netherlands). Furthermore, Majawidu shall be entitled to submit any dispute with a party being a consumer (i.e. a natural person not acting in the course of a profession or business) to the court having (territorial) jurisdiction pursuant to the law.
Article 20. Miscellaneous
20.1 These General Terms and Conditions are a translation of the original Dutch text. In the case of any discrepancy between the original Dutch version and the English version, the Dutch version will prevail.