1. Definitions
Mokumono
Mokum Mono B.V., located at Amstelstroomlaan 8, 1096GL Amsterdam, Netherlands. Chamber of Commerce registration number 64978214, VAT number NL855931401B01
Customer
Natural or legal persons with whom Mokumono enters into an agreement or with whom Mokumono is negotiating the conclusion of an agreement.
Product
Goods or services offered by Mokumono
2. Applicability
2.1 These Terms and Conditions form part of all Agreements and apply to all acts and legal transactions between Mokumono and the Customer. Unless the nature or specific content of any provision in these Terms and Conditions conflicts with this, the provisions of these Terms and Conditions also apply to Agreements in which Mokumono does not act as the seller.
2.2 Mokumono expressly rejects the applicability of any general terms and conditions used by the Customer.
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. Quotes, 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 concluded only if Mokumono accepts an Order from the Customer in writing or if Mokumono fulfills an Order. If, at the Customer’s request, Mokumono performs work for the Customer before an Agreement has been concluded, the Customer must compensate Mokumono for such work in accordance with Mokumono’s standard rates.
2.3 After accepting an Order, Mokumono is entitled at any time to cancel the Order without providing a reason; in such a case, Mokumono is only obligated to refund any deposits already made by the Customer.
2.4 Mokumono will carefully inform the Customer of the dimensions, measurements, weights, characteristics, and other information applicable to the Products, but cannot guarantee that these are free from deviations. Any specifications or samples that are displayed 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 relevant Order, the Customer has the right to terminate the Agreement, to the extent that such termination is reasonably necessary and without Mokumono being liable for damages.
3. Prices
3.1 All prices listed by Mokumono are in EUR/USD/GBP, unless expressly stated otherwise. To the extent that prices are listed in a currency other than EUR/USD/GBP, such price shall be deemed to be based on the equivalent in EUR/USD/GBP as of the date the price was listed. Prices are exclusive of VAT or any other sales tax. Costs of packaging and shipping, import and export duties and taxes, and any other surcharges, levies, or taxes imposed or charged in connection with the Products and their transport are the responsibility of the Customer.
3.2 Any changes in factors affecting Mokumono’s prices, including but not limited to third-party rates, exchange rates, insurance premiums, import and export duties, and any other costs incurred in connection with import or export, freight charges, and other levies, charges, or taxes, may be passed on to the Customer by Mokumono.
3.3 Service Fees: You agree to the fees and charges, terms of sale, and payment and billing policies applicable to your use of the Service as set forth in these Terms of Use. Mokumono may add new services subject to additional fees and charges, or modify 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 expressly stated otherwise 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 deemed your acceptance of the new terms.
4. Payment
4.1 The Customer must pay all amounts due to Mokumono within 30 days of the invoice date.
4.2 All payments must 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 Customer’s creditworthiness, Mokumono is entitled, prior to (continuing) the performance of an Agreement, to require the Customer to make advance payment of the amount due or to provide adequate security. Notwithstanding the preceding sentence, Mokumono is always entitled to suspend the performance of an Agreement or Order in the event of one or more outstanding invoices totaling more than €3,500 or if an invoice is more than 30 days overdue.
4.4 The mere expiration of a payment term shall constitute a default by the Customer. In such a case, all claims Mokumono has against the Customer, regardless of their basis or nature, shall become immediately due and payable.
4.5 Without further notice of default, the Customer shall owe interest on all amounts that remain unpaid on the last day of the payment term, calculated from that date at an interest rate equal to the statutory commercial interest rate in accordance with Article 6:119a of the Dutch Civil Code. Reminders or statements of outstanding invoices expressed as principal amounts that have been sent to the Customer in the meantime do not under any circumstances imply any waiver of rights regarding interest for late payment or costs.
4.6 If, even after the expiration of a payment deadline as specified by registered mail, fax, or email, the Customer has not paid the amounts due and interest, the Customer is obligated to reimburse Mokumono for all costs incurred both in and out of court. Mokumono may at any time set extrajudicial costs 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 not binding in the sense that, if incorrect amounts are accidentally stated on the invoices, Mokumono is entitled to send corrected invoices.
4.8 Notwithstanding any statement to the contrary, payments made by the Customer shall be deemed to have been applied to outstanding debts in the following order: interest, (out-of-court) collection costs, principal amounts (the older ones before the newer ones).
5. Delivery time
5.1 The delivery time specified by Mokumono is based on the circumstances applicable to Mokumono at the time the Agreement is concluded and, to the extent that it depends on the performance of third parties, on the information provided to Mokumono by those third parties.
5.2 The delivery period begins on the date of Mokumono’s written order confirmation. If Mokumono requires information from the Customer to fulfill the Order, the delivery period begins on the date Mokumono receives all necessary information or resources, but not earlier than the date of the written order confirmation.
5.3 The Customer is not entitled to any compensation in the event that the delivery deadline is exceeded. Nor is the Customer entitled to terminate the Agreement in such a case, unless the Customer demonstrates that it cannot reasonably be expected to fulfill the relevant part of the Agreement. In that case, the Customer has the right to terminate the Agreement, provided that the Customer has notified Mokumono of this in writing and without prejudice to Mokumono’s right to deliver the relevant Products and demand payment for them within three weeks of receiving such notification.
5.4 Mokumono is entitled at all times to make partial deliveries.
6. Delivery and Risk
6.1 Unless and to the extent that the parties have expressly agreed in writing who bears the (costs of) delivery of the Products and the risk thereof, delivery shall take place at Mokumono’s premises, and the risk of the Products and their packaging shall in all cases pass to the Customer at the moment the Products are ready for shipment, while shipment shall be carried out at the Customer’s expense and risk.
7.2 If the Customer fails to pick up the Products ordered by him or fails to do so in a timely manner, he shall be in default without the need for a written notice of default. In that case, Mokumono is entitled to store the Products at the Customer’s expense and risk and to sell them to a third party. The Customer remains liable for the purchase price plus interest and costs (as compensation) after deduction of the net proceeds from such a sale to a third party, if applicable.
8. Third-party products and services
8.1 Mokumono is entitled at all times to engage third parties to perform (parts of) an Agreement. If Mokumono engages third parties, the terms and conditions applicable to the agreement between these 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 terms and conditions binding Mokumono to a third party shall prevail. The terms and conditions binding Mokumono to third parties in the aforementioned cases will be provided to the Customer free of charge upon Mokumono’s request.
9. Retention of Title
9.1 Regardless of the actual delivery date, ownership of the products will not be transferred to the customer until the customer has paid Mokumono the full outstanding amount, including the purchase price, any surcharges, interest, taxes, and costs due under the Terms and Conditions or an Agreement, as well as any services provided or to be provided in connection with the products.
9.2 The customer is not authorized to rent out the products, make them available to third parties, pledge them, or otherwise encumber them in favor of third parties until Mokumono has transferred ownership of those products to the customer.
9.3 Until ownership of the products has been transferred to the customer, the customer must immediately notify Mokumono in writing if the products are seized, attached, or subject to a lien, or if any other claim is made with respect to the products.
9.4 In the event of attachment, seizure, garnishment, bankruptcy, compulsory liquidation, or (provisional) suspension of payments, the customer must immediately notify the administrator or trustee, the bailiff, or the court officer who is attaching or seizing the property in writing of Mokumono’s ownership rights.
10. Inspection and Complaints
10.1 The customer is required to carefully inspect the products immediately upon their arrival at their destination, or to have them inspected upon receipt by the customer or a third party acting on the customer’s instructions, whichever occurs first. Mokumono must be notified in writing of any complaints regarding defects in the products or any discrepancies in quantity, weight, or quality between the delivered products and their specifications 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 defects that could not reasonably have been discovered within the aforementioned period, but in any case within 30 days of receiving the products. If the customer fails to notify Mokumono within the aforementioned period, their rights to exercise their rights regarding such irregularities or defects shall lapse, regardless of the applicability of any shorter period applied by a carrier or other third party pursuant to Section 6.1 above.
10.2 The customer is required to immediately cease using the products in question upon discovering any irregularity or defect, failing which the customer will forfeit the right to exercise any rights relating to such irregularity or defect. The customer shall provide Mokumono with all necessary cooperation to investigate the complaint.
10.3 The customer is not entitled to return products to Mokumono until Mokumono has agreed to such a return in writing. The customer is responsible for the costs of the return shipment, and the products remain at the customer’s risk after Mokumono has received them.
11. Other obligations and responsibilities of the customer
11.1 The customer must at all times provide Mokumono with all information necessary for the performance of its activities in a timely manner and guarantees that such information is accurate and complete.
11.2 The customer is not permitted to visibly remove or obscure any trademarks or identification marks on the products or accompanying 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 for the duration of the force majeure event.
12.2 If a force majeure event has lasted for more than one month, both parties have the right to terminate the Agreement in whole or in part in writing. In the event of force majeure on the part of Mokumono, the customer is not entitled to any compensation or damages, even if Mokumono were to derive any benefit from such force majeure.
12.3 “Force majeure on the part of Mokumono” means a case of force majeure as defined in Article 6:75 of the Dutch Civil Code, as well as any circumstance beyond Mokumono’s control that wholly or partially prevents the fulfillment of its obligations toward the customer or that, in all reasonableness, renders Mokumono unable to fulfill its obligations, regardless of whether such a 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 encountered by Mokumono or its suppliers, or problems with transportation provided by Mokumono or third parties, any government intervention, as well as the inability to obtain a permit or license from any government agency.
12.4 The parties shall notify each other as soon as possible of any (potential) force majeure situation.
13. Mokumono Products
13.1 Mokumono guarantees only those characteristics and qualities of its products that have been explicitly agreed upon in writing.
13.2 If Mokumono delivers products to the customer that Mokumono has obtained from its own suppliers, Mokumono shall at no time be obligated to honor any warranty or liability toward the customer that goes beyond what Mokumono can claim from its own supplier.
13.3 If, in Mokumono’s opinion, it has been demonstrated that products delivered by Mokumono to the customer are not functioning properly, Mokumono may, at its sole discretion, choose between:
Reshipping the products after they have been returned;
Properly adjusting the products;
The granting of a discount on the purchase price, as mutually agreed upon.
Mokumono is fully released from its warranty obligations by exercising any of the above options, and it is not required to pay any further compensation or damages.
13.4 The products remain entirely at the customer’s risk, even if Mokumono performs repairs on them.
14. Liability
14.1 Mokumono’s liability is at all times limited to the insured amount that will be paid out in such a case under the liability insurance policies taken out by Mokumono. These insurance policies provide limited coverage, including with respect to the amount of damages and the number of insured events per year. Access to the coverage confirmation may 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 accepts no liability whatsoever for any failure to perform on the part of such third parties, except for any failure to perform on the part of Mokumono itself—to which Article 14.1 applies. If the customer initiates legal proceedings directly against a third party, the customer shall indemnify Mokumono against all claims by such third party in connection with such proceedings, as well as against all costs that Mokumono may incur.
14.3 All legal claims and other rights of the customer against Mokumono with respect to the products delivered by Mokumono shall lapse one year after the date on which the customer became aware—or could reasonably have become aware—of the existence of such rights.
15. Termination
15.1 If the customer fails to fulfill any of its obligations under the Agreement properly or within the specified time frame, the customer shall be in default, and Mokumono shall be entitled, without any notice of default, to:
suspend performance of the Agreement until payment has been sufficiently secured; and/or
to terminate the Agreement with the customer in whole or in part;
All of the foregoing is without prejudice to Mokumono’s other rights under any Agreement whatsoever and without Mokumono being liable for any damages.
15.2 If Mokumono exercises its right of termination as set forth in Section 15.1, Mokumono is entitled to offset any amount that may be refunded to the customer against compensation for services already performed, as well as against compensation for lost profits.
15.3 In the event of bankruptcy, (provisional) suspension of payments, liquidation, or seizure of one or more of the customer’s assets, or if the customer is aware that any of these situations may arise, the customer must notify Mokumono as soon as possible.
15.4 In the event of a situation as referred to in Section 15.3, all agreements with the customer shall be terminated by operation of law, unless Mokumono notifies the customer that it intends to perform (part of) the relevant Agreement, in which case Mokumono shall be entitled, without any notice of default:
suspend performance of the relevant Agreement(s) until payment has been sufficiently secured; and/or
to suspend all payment obligations, if applicable, owed to the customer;
All of the foregoing is without prejudice to Mokumono’s other rights under any Agreement whatsoever and without Mokumono being liable for any damages.
15.5 In the event of a situation as referred to in Section 15.3, all claims Mokumono has against the customer shall become immediately due and payable.
16. Transfer of Rights and Obligations
Mokumono is entitled to assign the rights and obligations set forth in any Agreement with the customer to third parties. If Mokumono’s obligations are transferred, Mokumono must notify the customer in advance, and the customer is entitled to terminate the Agreement on the date the transfer takes place. In that case, Mokumono is not liable for any damages. The customer may not transfer any rights or obligations under any Agreement to third parties without Mokumono’s prior consent.
17. General Agreement
This Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior written and oral agreements, statements, representations, or actions by 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, provided that the level of privacy protection is comparable to that of the Netherlands.
19. Conversion
To the extent that any provision of these Terms and Conditions cannot be invoked due to any mandatory statutory provision, the unreasonable nature of these Terms and Conditions, or principles of reasonableness and fairness, the relevant provision shall, in terms of its content and intent, have a corresponding meaning in all cases, so that the relevant provision may indeed be lawfully invoked.
20. Governing Law, Jurisdiction
20.1 These Terms and Conditions and all other Agreements are governed by the laws of the Netherlands. The applicability of the Uniform Law on the Sale of Goods, the Uniform Law on International Sales of Goods, and the Vienna Convention on Contracts for the International Sale of Goods is excluded.
20.2 Any disputes arising from the Agreement or these Terms and Conditions shall be submitted exclusively to the competent court in Amsterdam.
21. Changes to the Terms and Conditions
Mokumono may amend these Terms and Conditions by simply notifying the Customer. Unless the Customer objects within 30 days of such notification, the amended Terms and Conditions shall apply to all new Agreements effective as of the date of notification, as well as to all existing Agreements if and to the extent that they are performed after the date of notification.