General terms and conditions
Meliora Group V.O.F. under company name Meliora Group (hereafter: Meliora Group) is registered with the Chamber of Commerce under number 78697115 and is located at Franz Leharplein 12 (5654AZ) in Eindhoven.
Article 1 - Concepts
1. In these general terms and conditions, the following terms are used in the following sense, unlessexplicitly stated otherwise:
2. Offer: Any written offer to Buyer for the delivery of Products by Seller to which these terms andconditions are inextricably bound.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Buyer: The Company or the Consumer entering into a (distance) Contract with Seller.
6. Agreement: The (distance) sales agreement that covers the sale and delivery of Products purchased bythe Buyer from Meliora Group.
7. Products: The products offered by Meliora Group are mouth caps, disinfectant products and relatedproducts.
8. Vendor: The supplier of Products to Purchaser, hereinafter: Meliora Group.
Article 2 - Applicability
1. These general terms and conditions apply to each Meliora Group Offer and each Agreement betweenMeliora Group and a Buyer and to each Product offered by Meliora Group.
2. Before concluding an Agreement (at a distance), the Buyer will be provided with these general termsand conditions. If this is not reasonably possible, Meliora Group will indicate to the Buyer how the Buyercan view the general terms and conditions, which are in any case published on the Meliora Group website,so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this hasbeen explicitly agreed in writing with Meliora Group.
4. These general terms and conditions also apply to additional, amended and follow-up agreements withBuyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or completely null and voidor are annulled, the other provisions of these general terms and conditions will remain in force and thenull and void/nullified provision(s) will be replaced by a provision with the same purport as the originalprovision.
6. Uncertainties about the content, explanation or situations that are not regulated in these terms andconditions should be assessed and explained in the spirit of these terms and conditions.
7. If in these general terms and conditions reference is made to him/her, this should also be understoodas a reference to him/her, if and in so far as applicable.
Article 3 - The Offer
1. All offers made by Meliora Group are without obligation, unless explicitly stated otherwise in writing. Ifthe Offer is limited or valid under specific conditions, this will be explicitly mentioned in the offer. An Offeris only valid if it has been made in writing.
2. The offer made by Meliora Group is without obligation. Meliora Group is only bound by the Offer if theacceptance thereof by the Buyer is confirmed in writing within 30 days, or if the Buyer has already paidthe amount due. Nevertheless, Meliora Group has the right to refuse an Agreement with a potential Buyerfor a valid reason for Meliora Group.
3. The Offer contains an accurate description of the offered Product with corresponding prices. Thedescription is so detailed that Buyer is able to make a proper assessment of the Offer. Obvious mistakesor errors in the Offer cannot bind Meliora Group. Any images and specific data in the Offer are only anindication and cannot be a ground for any damages or the dissolution of the Agreement (remotely).Meliora Group cannot guarantee that the colors in the image correspond exactly to the real colors of theProduct.
4. Delivery times and deadlines mentioned in the Meliora Group Offer are indicative and, if exceeded, donot entitle the Buyer to dissolution or compensation, unless expressly agreed otherwise.
5. A composite quotation does not oblige Meliora Group to deliver part of the items included in the offeror quotation for part of the quoted price.
6. If and to the extent that there is an offer, this does not automatically apply to repeat orders. Offers areonly valid until stocks last, and according to the on-is-on-principle.
Article 4 - Realization of the Agreement
1. The Agreement comes into effect when the Buyer has accepted an Offer from Meliora Group by payingfor the relevant Product.
2. An Offer can be made by Meliora Group via the website.
3. If the Buyer has accepted the Offer by entering into an Agreement with Meliora Group, Meliora Groupwill confirm the Agreement with the Buyer in writing or at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, Meliora Group is not bound by it.
5. Meliora Group is not bound by an Offer if the Buyer could reasonably have expected or should haveunderstood or should have understood that the Offer contains an obvious mistake or slip of the pen. TheBuyer cannot derive any rights from this mistake or error.
6. The right of revocation is excluded for the Buyer being a Company. The Buyer is entitled to exercise itsright of withdrawal within the statutory period. If revocation applies, the Buyer shall handle the Productand its packaging with care. It will only unpack or use the Product to the extent necessary to determine - Meliora Groupthe nature, characteristics and operation of the Product. The direct cost of returning the Product shall beborne by Purchaser.
7. Products that cannot be taken back for hygienic reasons are excluded from the right of withdrawal.This is expressly stated in the Offer.
Article 5 - Implementation of the Agreement
1. Meliora Group will execute the Agreement to the best of its understanding and ability.
2. If and in so far as required for the proper execution of the Agreement, Meliora Group has the right tohave certain activities performed by third parties at its own discretion.
3. Buyer shall ensure that all information that Meliora Group indicates is necessary or that the Buyershould reasonably understand is necessary for the execution of the Agreement is provided to MelioraGroup in a timely manner. If the information necessary for the execution of the Agreement is not providedto Meliora Group on time, Meliora Group has the right to suspend the execution of the Agreement.
4. In the execution of the Agreement Meliora Group is not obliged or required to follow the instructions ofthe Buyer if this changes the content or scope of the Agreement. If the instructions result in additionalwork for Meliora Group, the Buyer is obliged to reimburse the additional or additional costs accordingly.
5. Before proceeding to execute the Agreement, Meliora Group may require security from the Buyer or fullprepayment.
6. Meliora Group is not liable for damages of any kind caused by Meliora Group based on incorrect and/orincomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known toMeliora Group.
7. Buyer indemnifies Meliora Group against any claims from third parties who suffer damages inconnection with the execution of the Agreement and which are attributable to Buyer.
Article 6 - Delivery
1. If the start, progress or (re)delivery of the Agreement is delayed due to, for example, Buyer not providing all requested information or not providing all requested information in a timely manner,insufficient cooperation, the (pre)payment is not received in a timely manner by Meliora Group or there is any delay due to other circumstances beyond the control of Meliora Group, Meliora Group is entitled to are reasonable extension of the (re)delivery term. All agreed delivery periods are never final deadlines. The buyer must declare Meliora Group in default in writing and give Meliora Group a reasonable period to be able to (re)deliver. Due to the delay, the buyer is not entitled to any compensation.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or is negligent in providing information or instructions necessaryfor the delivery, Meliora Group is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by Meliora Group or an external carrier, Meliora Group is entitled, unlessotherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless - Meliora Group explicitly agreed otherwise.
5. If Meliora Group requires information from the Buyer in the context of the execution of the Agreement,the delivery time only starts after the Buyer has provided Meliora Group with all information necessary forthe execution of the Agreement.
6. If Meliora Group has specified a term for delivery, this is indicative. For deliveries outside theNetherlands longer delivery periods apply.
7. Meliora Group is entitled to deliver the goods in parts, unless this has been deviated from by agreementor the partial delivery does not have an independent value. Meliora Group is entitled to invoice the goodsthus delivered separately.
8. Deliveries will only be made if all invoices have been paid unless explicitly agreed otherwise. MelioraGroup reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and transport
1. Meliora Group commits itself towards the Buyer to properly pack and secure the goods to be deliveredin such a way that they reach their destination in good condition when used normally.
2. Unless agreed otherwise in writing, all deliveries shall be made inclusive of turnover tax (VAT),including packaging and packaging materials.
3. Acceptance of goods without comments on the waybill or the receipt shall serve as proof that thepackaging was in good condition at the time of delivery.
Article 8 - Investigation, complaints
1. The Buyer, being a Consumer, shall be obliged to examine the Product (or have it examined) at the timeof delivery, but in any event within 14 days of receipt of the Product, but only to unpack or use it to theextent necessary to assess whether it retains the Product. In doing so the Buyer shall examine whetherthe quality and quantity of the delivered Products are in accordance with the Agreement and the Productsmeet the requirements that apply to them in normal (commercial) traffic. For Purchaser being a Companya period of 3 days applies.
2. Purchaser is obliged to examine and inform himself how the Product is to be used and, in case ofpersonal use, to test the Product in accordance with the instructions for use. Meliora Group recognizes no liability for the misuse of the Product by the Buyer.
3. Any visible defects or shortages must be reported in writing to Meliora Group after delivery at email@example.com. The buyer, being a Consumer, has a period of 14 days after delivery. Non-visibledefects or shortages must be reported within 14 days after discovery, but at the latest within 6 monthsafter delivery. If the Product is damaged due to careless handling by the Buyer himself, the Buyer is liablefor any reduction in value of the Product. A period of 3 days shall apply to Buyer being a Company. If, pursuant to the previous paragraph, a timely complaint is made, the Buyer shall remain obliged topay for the purchased goods. If the Buyer wishes to return defective goods, this will only be done withprior written permission of Meliora Group in the manner indicated by Meliora Group.
5. If the Consumer exercises his right of withdrawal, he will return the Product and all accessories, to theextent reasonably possible, in their original condition and packaging to Meliora Group in accordance withMeliora Group's return instructions. The direct costs for returns are at the expense and risk of the Buyer.
6. Meliora Group is entitled to start an investigation into the authenticity and condition of the returnedProducts before a refund will take place.
7. Refunds to Buyer will be processed as soon as possible, but payment may take up to 30 days afterreceipt of the return. Refunds will be made to the account number previously provided.
8. If the Seller exercises its right of complaint, it shall not be entitled to suspend its obligation to pay or toset off any outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing and this is due toMeliora Group, Meliora Group will pursue the missing Product(s) or cancel the remaining order uponrequest of the Buyer. The confirmation of receipt of the Products is leading in this respect. Any damagesuffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from MelioraGroup.
Article 9 - Prices
1. During the period of validity of the Offer, the prices of the Products offered will not be increased, exceptin the event of changes in VAT rates.
2. The prices mentioned in the Offer are inclusive of VAT, unless explicitly stated otherwise.
3. The prices mentioned in the Offer are based on the cost factors applicable at the time of theconclusion of the Agreement, such as: import and export duties, freight and unloading costs, insuranceand any levies and taxes.
4. In case of Products or raw materials of which there are price fluctuations on the financial market andover which Meliora Group has no influence, Meliora Group may offer these Products at variable prices.The Offer mentions that the prices are target prices and may fluctuate.
Article 10 - Payment and collection policy
1. Payment for the Buyer being a Consumer should preferably be made in advance in the currency inwhich the invoice was made using the method indicated.
2. The parties may agree that the Buyer, being a Company, is required to make an advance payment. If anadvance payment has been agreed, the Purchaser shall pay the advance payment before delivery of theProducts is commenced. The remaining amount shall be paid by the Purchaser upon delivery orafterwards.
3. The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless theparties have expressly agreed otherwise.
4. Buyer must make a lump-sum payment to the account number and details of Meliora Group. Partiescan only agree on a different payment term with the explicit and written consent of Meliora Group.
5. If a periodic payment obligation of Buyer has been agreed upon, Meliora Group is entitled to adjust theapplicable prices and rates in writing subject to a period of 3 months.
6. In case of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, Meliora Group'sclaims against the Buyer are immediately due and payable.
7. Meliora Group has the right to extend the payments made by the Buyer first of all to reduce the costs,then to reduce the outstanding interest and finally to reduce the principal sum and the accrued interest.Meliora Group may, without being in default as a result, refuse an offer of payment if the Buyer designatesa different order of attribution. Meliora Group can refuse full repayment of the principal sum, if theoutstanding interest and current interest as well as the costs are not paid as well.
8. If the Buyer fails to comply with its payment obligation and fails to do so within the 7 day paymentterm, the Buyer shall be in default as a Company. If the Buyer is a Consumer, it shall first receive a writtendemand for payment with a period of 14 days from the date of the demand for payment to be made,together with an indication of the extrajudicial costs if the Consumer fails to meet its obligations withinthat period, before it is in default.
9. From the date that Buyer is in default, Meliora Group will, without further notice of default, be entitled tothe statutory (commercial) interest from the first day of default until full payment and compensation ofthe extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated accordingto the graduated scale from the decision compensation for extrajudicial collection costs of 1 July 2012.10. If Meliora Group has incurred more or higher costs that are reasonably necessary, these costs areeligible for reimbursement. Judicial and execution costs incurred are also at the expense of the Buyer.
Article 11 - Retention of title
1. All goods delivered by Meliora Group remain the property of Meliora Group until the Buyer has fulfilledall of the following obligations under all Agreements concluded with Meliora Group.
2. The Buyer is not entitled to pledge the goods subject to retention of title or to encumber them in anyother way if ownership has not yet been transferred in full.
3. If third parties seize goods delivered under retention of title or wish to establish or assert rights tothem, the Buyer is obliged to inform Meliora Group as soon as can reasonably be expected.
4. In case Meliora Group wants to exercise its property rights as indicated in this article, Buyer givesunconditional and irrevocable permission and authorization to Meliora Group or third parties to beappointed by Meliora Group to enter all those places where the property of Meliora Group is located andto take those goods back.
5. Meliora Group has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet(fully) fulfilled his payment obligations, despite an obligation to transfer or deliver Meliora Group. After theBuyer has fulfilled his obligations, Meliora Group will make every effort to deliver the purchased Productsto the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damages resulting from the possession of the purchased Productsare at the expense and risk of the Buyer and will be reimbursed by the Buyer on first request to MelioraGroup.
Article 12 - Warranty
Meliora Group guarantees that the Products comply with the Agreement, the specifications mentioned inthe offer, usability and/or soundness and the legal rules/regulations at the time of the conclusion of theAgreement. This also applies if the Products to be delivered are intended for use abroad and Buyer hasexplicitly notified Seller of this use in writing at the time of entering into the Agreement.
Article 13 - Suspension and dissolution
1. Meliora Group is authorized to suspend compliance with the obligations or to dissolve the Agreement ifthe Buyer does not or not fully comply with the (payment) obligations under the Agreement.
2. In addition, Meliora Group is authorized to dissolve the Agreement existing between it and the Buyer,insofar as it has not yet been executed, without judicial intervention, if the Buyer fails to fulfill on time orproperly the obligations arising for him from any Agreement entered into with Meliora Group.
3. Furthermore, Meliora Group is authorized to terminate the Agreement without prior notice ifcircumstances arise of such a nature that compliance with the Agreement is impossible or can no longerbe required according to standards of reasonableness and fairness, or if other circumstances arise ofsuch a nature that the unaltered maintenance of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, Meliora Group's claims against the Buyer are immediately due andpayable. When Meliora Group suspends the fulfillment of its obligations, it retains its claims under the lawand the Agreement.
5. Meliora Group always retains the right to claim damages.
Article 14 - Limitation of liability
1. If the execution of the Agreement by Meliora Group leads to liability of Meliora Group towards theBuyer or third parties, this liability is limited to the costs charged by Meliora Group in connection with theAgreement, unless the damage has arisen due to intent or gross negligence.
2. Meliora Group is not liable for consequential damage, indirect damage, loss of profit and/or losses,missed savings and damage resulting from the use of the delivered Products is excluded. For Consumerthere is a restriction in accordance with what is allowed under article 7:24 paragraph 2 of the Dutch CivilCode.
3. Meliora Group is not liable for and/or obliged to repair damage caused by the use of the Product.Meliora Group provides strict maintenance and use instructions that must be followed by the Buyer. Alldamage to Products as a result of carrying and using the Product is explicitly excluded from liability(including traces of use, damage caused by falling, light and water damage, theft, loss etc.).
4. Meliora Group is not liable for damage that is or may be the result of any act or omission as a result of(incomplete and/or incorrect) information on the website(s) or linked websites.
5. Meliora Group is not responsible for errors and/or irregularities in the functionality of the web site andwill not be liable for any malfunction or unavailability of the web site for any reason whatsoever.
6. Meliora Group does not guarantee the correct and complete transmission of the content of and emailsent by/on behalf of Meliora Group, nor its timely receipt.
7. All claims by the Buyer for shortcomings on the part of Meliora Group lapse if these have not beenreported in writing and motivated to Meliora Group within one year after the Buyer was aware or couldreasonably have been aware of the facts on which Meliora Group bases its claims. In any case, all claimsof the Buyer expire one year after the termination of the Agreement.
Article 15 - Force majeure
1. Meliora Group is not liable when, as a result of a force majeure situation, it is unable to fulfill itsobligations under the Agreement, nor can it be held to fulfill any obligation if it is hindered to do so as aresult of a circumstance that is not due to its fault and is not for its account under the law, legal act orgenerally accepted practice.
2. Force majeure is in any case understood to mean, but is not limited to, what is understood in law andjurisprudence, (i) force majeure of suppliers of Meliora Group, (ii) failure to properly fulfill obligations ofsuppliers prescribed or recommended by the Buyer to Meliora Group, (iii) defectiveness of goods,equipment, software or materials of third parties, (iv) government measures (as a result of a pandemic orepidemic), (v) electricity failure, (vi) failure of the Internet, data network and telecommunication facilities(for example by: Cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix)general transportation problems, (x) strikes at the Meliora Group company and (xi) other situations that,in the opinion of Meliora Group, fall outside its sphere of influence that temporarily or permanentlyprevent the performance of its obligations.
3. Meliora Group has the right to invoke force majeure if the circumstance preventing (further)compliance occurs after Meliora Group should have complied with its commitment.
4. Parties may suspend the obligations under the Agreement during the period of force majeure. If thisperiod lasts longer than two months, either party shall be entitled to dissolve the Agreement, without anyobligation to compensate the other party for damages.
5. Insofar as Meliora Group has already partially fulfilled its obligations under the Agreement or will beable to fulfill them at the time of the occurrence of force majeure, and the fulfilled or to be fulfilled parthas independent value, Meliora Group is entitled to invoice the already fulfilled or to be fulfilled partseparately. The buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 16 - Risk transfer
The risk of loss of or damage to the Products that are the subject of the Agreement is transferred toBuyer being a company at the moment the Products leave the Meliora Group warehouse. For Consumers, the above mentioned risk is transferred to the Purchaser if the Products are under the control of thePurchaser. This is the case when the Products are delivered to the delivery address of the Buyer.
Article 17 - Privacy, data processing and security
1. Meliora Group treats the (personal) data of buyers and visitors to the website(s) with care. If requested,Meliora Group will inform the person concerned.
2. If Meliora Group is required by the Agreement to provide security for information, this security will meetthe agreed specifications and a level of security that is not unreasonable given the state of the art, thesensitivity of the information, and the associated costs.
Article 18 - Complaints
1. If Buyer is not satisfied with the Products of Meliora Group and/or has complaints about the (executionof the) Agreement, Buyer is obliged to report these complaints as soon as possible, but at the latestwithin 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Buyer, in order for MelioraGroup to be able to handle the complaint.
3. Meliora Group will respond to the content of the complaint as soon as possible, but no later than 14calendar days after receipt of the complaint.
4. Parties will try to reach a solution together.
Article 19 - Applicable law
1. Every agreement between Meliora Group and Buyer is governed by Dutch law. The applicability of the(CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purport of these general terms and conditions, theDutch text shall always prevail. Meliora Group has the right to amend these general terms and conditionsunilaterally.
3. All disputes arising out of or as a result of the Agreement between Meliora Group and Buyer will besettled by the competent court of the District Court of Oost-Brabant, location Eindhoven, unlessprovisions of mandatory law lead to the jurisdiction of another court.
Eindhoven, November 2, 2020