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Terms & Conditions
Last Updated: July 18, 2024
Welcome to the MyComputerAruba.co website (the "Site"). MIMI Venture LLC (the "Company") provides services to you subject to the notices, terms, and conditions set forth in this agreement (the "Agreement"). In addition, when you use any of our services (collectively, the "Service"), you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such Service, and they are incorporated into this Agreement by this reference. We reserve the right to change this Site and these terms and conditions at any time. Accessing, browsing, or otherwise using the Site indicates your agreement to all the terms and conditions in this Agreement, so please read this Agreement carefully before proceeding.
1. The Company: MIMI Venture LLC, with its registered office and principal place of business at 9100 S Dadeland Blvd 912, USA.
2. Client: The natural person or legal entity with whom the Company enters into or has a legal relationship in connection with the purchase/sale of products and/or services rendered by the Company.
3. Products: All products sold by the Company in its stores and on the Company website.
4. Services: All services to be provided by the Company to the Client.
5. Agreement: An agreement between the Company and the Client relating to the purchase/sale of the products and/or services rendered by the Company.
6. Order: An order between the Company and the Client relating to the purchase/sale of the products and/or the services rendered by the Company.
7. Website: www.MyComputerAruba.co as well as any service provided by the Company through the website.
8. Submissions: Anything that the Client submits or posts to the website and/or provides the Company, including without limitation, ideas, know-how, techniques, questions, reviews, comments, and suggestions.
1. Applicability
These terms and conditions apply to any offer, order, and agreement relating to the purchase and sale of products and services rendered by the Company, as well as any and all related legal acts of the Company.
These terms and conditions shall apply to all legal relationships between the Company and the Client and shall form an integral part of all transactions, quotations, orders, and/or agreements between the Company and the Client. Deviation from the foregoing is only possible if such deviation has been agreed upon in writing. These terms and conditions may be supplemented if agreed in writing and with the express consent of the Company.
In the event that any conditions (of purchase or otherwise) applied by the Company deviate from the provisions of these terms and conditions, the present terms and conditions shall prevail.
These terms and conditions shall also apply to back orders and/or partial orders arising from the Agreement or any agreement or order between the Company and the Client.
In the event that one or more provisions of these terms and conditions are null and void or should be nullified, the remaining provisions of these terms and conditions shall remain in full force and effect.
2. Quotation, Offer, Order
All quotations and/or offers of the Company are non-binding for the Company and are only intended to provide a general presentation unless the Company has expressly agreed in writing to honor a particular quotation and/or offer for a certain period of time and for a certain order.
All quotations and/or offers are inclusive of taxes and exclusive of any costs such as transport costs, shipping costs, administration costs, and handling costs. However, increases in taxes and/or other statutory increases, in the broadest sense of the word, will always be billed to the Client by the Company.
The Company reserves the right to charge a proportionate price increase to the Client if a price change has occurred with respect to, for example, exchange rates, wages, packaging materials, legal levies, and/or premiums.
An order may be made verbally or in writing by the Client. Unless otherwise agreed in writing, the Company shall not be obliged to accept an order and shall have the right to revoke an offer made to the Client promptly within one (1) week after acceptance by the Client.
The Client shall provide the Company in a timely manner with all information necessary for the Company, including a pay slip if requested by the Company, to execute the order and/or agreement. The Client warrants the accuracy, completeness, and reliability of the information provided to the Company even if such information originates from third parties commissioned by the Client. In the event that it subsequently appears that the information provided to the Company has been incorrect and/or incomplete, the Client indemnifies the Company against all possible claims arising directly or indirectly therefrom, including claims from third parties. If the quotation and/or offer is based on the information provided by the Client and such information proves to be incorrect and/or incomplete, the Company reserves the right to adjust or reject the offer.
Samples, models, statements of colors, weights, dimensions, and other descriptions in brochures, promotional material, magazines, and/or on the Company's website are for information purposes only. No rights can be derived from the above.
3. Realization
The Agreement shall be concluded once the Company has accepted the order from the Client and the Client in its turn has expressly accepted the offer of the Company or if the Company has commenced performance of the order. In that case, the Client shall be bound by the Agreement and shall fulfill the obligations arising therefrom.
If an acceptance by the Client deviates from the Company's offer, this shall be deemed a new order by the Client and a rejection of the Company's previous offer.
Agreements, modifications, and/or undertakings made after the Agreement are not binding unless confirmed in writing by the Company.
4. Delivery
The Client is obliged to take possession of the products at the time that the Company delivers them or causes them to be delivered to the Client or at the time that they are made available to the Client under the Agreement.
The terms given by the Company for delivery of the products and/or performance of the order or agreement are exclusively determined by the Company. All deadlines for delivery are at all times entirely non-binding and indicative and cannot be regarded as a deadline. Exceeding a stated term for delivery shall never be grounds for termination of the Agreement on the part of the Client, unless there is intent or gross negligence on the part of the Company.
The Client is obliged to take possession of the products delivered by the Company. In case of refusal to take possession of the products all costs arising therefrom will be charged to the Client.
If it is impossible for the Client to take possession of the products and it is thus impossible for the Company to deliver the products, the Company has the right to store the products at the expense and risk of the Client. The Client is obliged to take possession of the products within a period to be specified by the Company after notice of the storage if the Company decides to deliver the products or to collect the products itself within such period. The Company reserves the right to charge the Client for storage costs if the products remain in storage after the said period because the Client fails to accept or collect the products.
If the Client fails to fulfill its purchase obligation as set forth in paragraph 4, the Company has the right to terminate the Agreement (extra judicially) and to sell the products to third parties without any liability on the part of the Company for damages, costs, and interest.
If a delivery period has been agreed upon between the Company and the Client, it shall not commence until the Company is in possession of all necessary information for the delivery and any (pre)payment by the Client to the Company has been made. If any delay occurs as a result of the Client's failure to comply with these obligations, the delivery period shall be extended on a pro-rata basis.
The Company may make partial deliveries and invoice the Client separately.
5. Force Majeure
For the purposes of this clause, force majeure means all facts and circumstances which (temporarily) prevent, impede, delay or render impossible the execution of the order and/or agreement, which are beyond the Company's control and which are not due to the Company's fault, nor should be for the Company's account by virtue of law, legal act or generally accepted practice. Force majeure exists in case of, but not limited to: war, fire, explosion, business interruption, strike, excessive absenteeism of Company personnel, government measures directly affecting the performance of the agreement between the Company and the Client, in the broadest sense of the word.
In the event of force majeure, the Company is entitled to dissolve the agreement with the Client, without judicial intervention, by means of a written statement. In the event that the Company shall dissolve the agreement, the Client shall not be entitled to any compensation for any indirect or direct loss, of whatever nature and extent, which the Client suffers and/or may suffer as a result of the aforementioned dissolution.
In the event of temporary force majeure, the Company shall be entitled to extend the time limits for delivery of the products and/or performance of the agreement or order by a period corresponding to the impediment or delay. If the aforementioned extension lasts longer than six (6) months, the Client shall be entitled to terminate the agreement, without the Client being entitled to any damages of whatever nature and scope and without prejudice to the Client's payment obligation to the Company for the order and/or the agreement already executed by the Company. The Client shall under no circumstances be permitted to apply any discount and/or compensation unless the discount and/or compensation is permitted in writing by the Company. In all cases the Company shall determine the amount of the discount and/or compensation.
6. Payment
Payment must be made no later than the due date indicated by the Company, including on the invoice. The Client must take into account any delays which may occur in bank transfers. The date on which payment is received or credited to the Company's bank account shall be decisive.
If payment is made after the due date of the invoice, being thirty (30) days from the invoice date, or any agreed term of payment, the Client shall be liable to pay default interest equal to 1% per month and 1% administration costs. Part of a month shall be considered as a full month.
In the event of non-payment and/or late payment, any right to a discount for the benefit of the Client shall lapse.
7. Suspension and Dissolution
In the event of non-payment and/or overdue payment, the Company shall at all times be entitled to discontinue the (further) order(s) and/or to not execute the order(s) and/or the agreement, as the case may be, as well as not to deliver the products until all amounts due by the Company to the Client have been paid. The Company will notify the Client of the suspension in writing.
The Company has, in addition to all other rights to which it is entitled, the right to dissolve the agreement, without judicial intervention, by means of a written extrajudicial declaration, if:
There is permanent force majeure as referred to in these general terms and conditions;
The Client, despite proper notice of default, fails to fulfill one or more of his/her obligations to the Company under the order and/or the agreement, or fails to do so on time, in full or in a proper manner;
The Client is granted (provisional) suspension of payment, the Client's bankruptcy is sought or the Client applies for its own bankruptcy, the Client offers its creditors a private arrangement with creditors or (for this purpose) convenes a meeting of creditors and/or placement under guardianship of the Client;
The assets of the Client are placed under administration, the assets of the Client are attached and the attachment is maintained for at least one (1) month, or the assets of the Client are otherwise sought for recourse for claims against the Client.
The Company reserves the right to claim damages from the Client in respect of the foregoing.
8. Complaints and Guarantees
The Client must inspect the delivered products immediately upon receipt and notify the Company in writing of any visible defects, damage, and/or discrepancies.
Complaints relating to the Company's products, services, and/or activities must be submitted to the Company in writing, stating reasons, within two (2) days after delivery of the products and/or completion of the services. Failure by the Client to comply with the aforementioned complaint period shall result in the forfeiture of this right.
In the absence of notification by the Client, the products shall be deemed to have been received in good condition.
Complaints regarding the performance of an order and/or the agreement and/or the products never entitle the Client to suspend payment to the Company.
The Client must allow the Company to investigate the complaint and provide all relevant information to the Company. If return shipment is necessary for the investigation of the complaint, it will be at the Client's expense and risk unless the complaint subsequently proves to be well-founded.
The Company warrants that the delivery of the products will be carried out properly and in accordance with applicable industry standards.
If the products returned by the Company are covered by a warranty issued by the manufacturer or supplier, such warranty shall also apply equally between the Company and the Client.
The warranty may not be invoked until the Client has fulfilled its payment obligations.
The warranty does not apply if the defect has been caused by injudicious or improper use or if the Company or third parties on its behalf have used the products for purposes other than those for which the products are intended.
9. Retention of Title
For so long as the Client has not fulfilled all of its payment obligations, for whatever reason, to the Company, all products delivered and/or services rendered by the Company shall remain the Company's property.
In the event that return of any of the Company's products will not be possible, the Client undertakes to compensate the Company for the value of the product. The Company will determine the value of the product.
The Client undertakes to disclose the Company's retention of title to any third party to whom the Client resells or for whom the Client performs work. All direct and indirect risks shall be borne by the Client.
Products subject to retention of title may be resold by the Client in the ordinary course of its business provided a retention of title on the products has been stipulated by the buyer. As long as the products are subject to retention of title, the Client may not pledge, give as security, borrow, alienate, encumber, and/or otherwise transfer the products as security and/or otherwise have possession of the products in any way.
If the Client fails to fulfill its obligations to the Company as security for which the retention of title is intended, the Company shall be entitled to remove the products (or have them removed) delivered from the Client or third parties holding the products for the Client. The Client and/or third parties will cooperate fully.
10. Changes and Passing of Risk
Modification of the order and/or the agreement at the request of the Client, after the issuance of the order and/or the conclusion of the agreement, must be requested in writing by the Client to the Company. These amendments shall be deemed to be part of the order and/or the agreement if the Company has accepted these amendments in writing. In the event that these amendments make proper execution of the order and/or the agreement impossible, the Company shall be entitled to dissolve the agreement in writing extrajudicially without the Company being held liable for any direct or indirect loss or damage suffered by the Client as a result, of whatever nature and scope.
All direct and/or indirect loss or damage resulting from such a change by the Client shall at all times remain at the expense and risk of the Client. The Client indemnifies the Company against all possible losses or damages and/or liabilities resulting from such changes to the order and/or the agreement.
The risk of loss of or damage to the products shall pass to the Client at the time such products are legally and/or factually delivered to the Client and are thereby placed in possession of the Client or any third party to be designated by the Client.
11. Liability
Under no circumstances shall the Company be liable for any direct or indirect damages and/or costs, however named or howsoever arising, of any nature and/or scope whatsoever, including for example any and all possible trading losses, consequential damages, lost profits, resulting from or related to defective, imperfect, late, partial and/or non-delivery of the products and/or performance of the contract and/or order, unless the resulting damages are the result of intent or gross negligence on the part of the Company.
The Company shall not be liable for any direct or indirect damages and/or costs of any nature and/or magnitude whatsoever, including for example any and all possible trading losses, consequential damages, loss of profit, resulting from or related to defective and/or imperfect handling and/or finishing and/or processing by the Client or any third party/person from whom the Client purchases services of products supplied by the Company. The Client indemnifies the Company against any and all claims by third parties in this respect.
If and to the extent that notwithstanding the foregoing, the Company may be held liable by the Client for any reason whatsoever, such liability shall be limited to a maximum of the invoice amount charged to the Client. To the extent that in any case an invoice has not yet been sent to the Client the term "invoice amount" shall be deemed to be the agreed or customary price to be charged to the Client by the Company.
12. Use of Website
The Company grants the Client a non-exclusive, non-transferable, right to use the website and the services provided through the website, solely for personal, non-commercial purposes, subject to these terms and conditions. All rights in connection with the use of the website, not expressly granted to the Client, are reserved by the Company and its licensors.
The Client shall not:
License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the website and the services provided through the website in any way;
Modify or make derivative works based upon the website;
Create internet "links" to the website or "frame" or "mirror" the website on any other server or wireless or internet-based device;
Reverse engineer or access the website in order to:
Build a competitive product or service;
Build a product using similar ideas, features, functions or graphics of the website, or copy any ideas, features, functions or graphics of the website;
Launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the website.
The Client shall not:
Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
Send or store material containing website viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
Interfere with or disrupt the integrity or performance of the website or the data contained therein;
Attempt to gain unauthorized access to the website or its related systems or networks.
Content provided on the website is solely for informational purposes. Product representations expressed on the website are that of the vendor and are not made by the Company.
Upon request of the Client the Company may assign the Client a password and a user account (hereinafter: the account) to enable the Client to access and use certain portions of the website (hereinafter: website account agreement). Each time the Client uses the account, the Client will be deemed to be authorized to access and use the website in a manner consistent with these terms & conditions, and the Company has no obligation to investigate the authorization or source of any such access or use of the website. The Client will be solely responsible for all access to and use of the website by anyone using the account originally assigned to the Client whether or not such access to and use of the website is actually authorized by the Client, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use. The Client shall be solely responsible for protecting the security and confidentiality of the account assigned to the Client. The Client shall immediately notify the Company of any unauthorized use of the Client’s account or any other breach or threatened breach of the website's security.
The Company may communicate with the Client by e-mail or by posting notices on the website.
Except as otherwise provided elsewhere in these terms & conditions or on the website, any submission by the Client irrespective of use of the account will be treated as non-confidential and non-proprietary, and the Company shall have the royalty-free, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions. All submissions shall automatically become the sole and exclusive property of the Company and shall not be returned to the Client.
The Company alone shall own all right, title and interest, including all related intellectual property rights, in and to the website and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the website. The Company name, the Company logo, and the product names associated with the website are trademarks of the Company or third parties, and no right or license is granted to use them by the Client.
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the website account agreement or revoke any or all of your rights granted under the website account agreement. Upon any termination of the website account agreement, the Client shall immediately cease all access to and use of the account and the website and the Company shall, in addition to any other legal or equitable remedies, immediately revoke the account issued to the Client and deny the Client access to and use of the account and website in whole or in part. Any termination of the website account agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
13. Disclaimer of Warranties
This site, the products offered for sale on it, and the transactions conducted through it are provided by us on an "as is" basis. We make no representations or warranties of any kind, express or implied, as to the operation of the site or the information, content, materials. To the full extent permissible by applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, title, quiet enjoyment, data accuracy, and system integration. This site may include inaccuracies, mistakes, or typographical errors. We do not warrant that the content will be uninterrupted or error-free.
To the maximum extent permitted by law, we will not be liable for any damages of any kind arising from the use of this site, including, but not limited to indirect, incidental, punitive, exemplary, special, or consequential damages. To the maximum extent permitted by applicable law, our total liability to you for any damages (regardless of the foundation for the action) shall not exceed in the aggregate the amount of fees actually paid by you to us during the month immediately preceding the act allegedly giving rise to our liability. The Company does not represent or warrant that:
The use of the service or site will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, site, system or data;
The service or site will meet your requirements or expectations;
Any stored data will be accurate or reliable;
The quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations;
Errors or defects in the service or site will be corrected, or
The service or the server(s) that make the service available are free of viruses or other harmful components.
The service and site is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by the Company. The Company makes no representation, warranty, or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of any services, products or goods obtained by third parties through the use of the service or site. You acknowledge and agree that the entire risk arising out of your use of the site and service, and any third party services or products remains solely with you, to the maximum extent permitted by law.
14. Internet Delays
The Company's service and site may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
15. Links
This site may contain links to other sites on the internet that are owned and operated by third parties. You acknowledge that we are not responsible for the operation of or content located on or through any such site.
16. Remedies
You agree that our remedy at law for any actual or threatened breach of this Agreement would be inadequate and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by us of our rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.
17. Disputes and Applicable Law
All disputes arising between the parties shall be governed by the laws of the United States, whereby the court of first instance, to the exclusion of any other court, shall be designated to hear and determine such disputes and such disputes shall be resolved exclusively by the court of first instance.
Our Address
Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this site to: MIMI Venture LLC, 9100 S Dadeland Blvd 912, USA.
Contact Information
For questions or assistance, please contact the My Computer & Office Supplies customer happiness team:
Sales@Mycomputer-Aruba.Com
These terms and conditions apply to any offer, order, and agreement relating to the purchase and sale of products and services rendered by the Company, as well as any and all related legal acts of the Company.
These terms and conditions shall apply to all legal relationships between the Company and the Client and shall form an integral part of all transactions, quotations, orders, and/or agreements between the Company and the Client. Deviation from the foregoing is only possible if such deviation has been agreed upon in writing. These terms and conditions may be supplemented if agreed in writing and with the express consent of the Company.
In the event that any conditions (of purchase or otherwise) applied by the Company deviate from the provisions of these terms and conditions, the present terms and conditions shall prevail.
These terms and conditions shall also apply to back orders and/or partial orders arising from the Agreement or any agreement or order between the Company and the Client.
In the event that one or more provisions of these terms and conditions are null and void or should be nullified, the remaining provisions of these terms and conditions shall remain in full force and effect.
All quotations and/or offers of the Company are non-binding for the Company and are only intended to provide a general presentation unless the Company has expressly agreed in writing to honor a particular quotation and/or offer for a certain period of time and for a certain order.
All quotations and/or offers are inclusive of taxes and exclusive of any costs such as transport costs, shipping costs, administration costs, and handling costs. However, increases in taxes and/or other statutory increases, in the broadest sense of the word, will always be billed to the Client by the Company.
The Company reserves the right to charge a proportionate price increase to the Client if a price change has occurred with respect to, for example, exchange rates, wages, packaging materials, legal levies, and/or premiums.
An order may be made verbally or in writing by the Client. Unless otherwise agreed in writing, the Company shall not be obliged to accept an order and shall have the right to revoke an offer made to the Client promptly within one (1) week after acceptance by the Client.
The Client shall provide the Company in a timely manner with all information necessary for the Company, including a pay slip if requested by the Company, to execute the order and/or agreement. The Client warrants the accuracy, completeness, and reliability of the information provided to the Company even if such information originates from third parties commissioned by the Client. In the event that it subsequently appears that the information provided to the Company has been incorrect and/or incomplete, the Client indemnifies the Company against all possible claims arising directly or indirectly therefrom, including claims from third parties. If the quotation and/or offer is based on the information provided by the Client and such information proves to be incorrect and/or incomplete, the Company reserves the right to adjust or reject the offer.
Samples, models, statements of colors, weights, dimensions, and other descriptions in brochures, promotional material, magazines, and/or on the Company's website are for information purposes only. No rights can be derived from the above.
The Agreement shall be concluded once the Company has accepted the order from the Client and the Client in its turn has expressly accepted the offer of the Company or if the Company has commenced performance of the order. In that case, the Client shall be bound by the Agreement and shall fulfill the obligations arising therefrom.
If an acceptance by the Client deviates from the Company's offer, this shall be deemed a new order by the Client and a rejection of the Company's previous offer.
Agreements, modifications, and/or undertakings made after the Agreement are not binding unless confirmed in writing by the Company.
The Client is obliged to take possession of the products at the time that the Company delivers them or causes them to be delivered to the Client or at the time that they are made available to the Client under the Agreement.
The terms given by the Company for delivery of the products and/or performance of the order or agreement are exclusively determined by the Company. All deadlines for delivery are at all times entirely non-binding and indicative and cannot be regarded as a deadline. Exceeding a stated term for delivery shall never be grounds for termination of the Agreement on the part of the Client, unless there is intent or gross negligence on the part of the Company.
The Client is obliged to take possession of the products delivered by the Company. In case of refusal to take possession of the products all costs arising therefrom will be charged to the Client.
If it is impossible for the Client to take possession of the products and it is thus impossible for the Company to deliver the products, the Company has the right to store the products at the expense and risk of the Client. The Client is obliged to take possession of the products within a period to be specified by the Company after notice of the storage if the Company decides to deliver the products or to collect the products itself within such period. The Company reserves the right to charge the Client for storage costs if the products remain in storage after the said period because the Client fails to accept or collect the products.
If the Client fails to fulfill its purchase obligation as set forth in paragraph 4, the Company has the right to terminate the Agreement (extra judicially) and to sell the products to third parties without any liability on the part of the Company for damages, costs, and interest.
If a delivery period has been agreed upon between the Company and the Client, it shall not commence until the Company is in possession of all necessary information for the delivery and any (pre)payment by the Client to the Company has been made. If any delay occurs as a result of the Client's failure to comply with these obligations, the delivery period shall be extended on a pro-rata basis.
The Company may make partial deliveries and invoice the Client separately.
For the purposes of this clause, force majeure means all facts and circumstances which (temporarily) prevent, impede, delay or render impossible the execution of the order and/or agreement, which are beyond the Company's control and which are not due to the Company's fault, nor should be for the Company's account by virtue of law, legal act or generally accepted practice. Force majeure exists in case of, but not limited to: war, fire, explosion, business interruption, strike, excessive absenteeism of Company personnel, government measures directly affecting the performance of the agreement between the Company and the Client, in the broadest sense of the word.
In the event of force majeure, the Company is entitled to dissolve the agreement with the Client, without judicial intervention, by means of a written statement. In the event that the Company shall dissolve the agreement, the Client shall not be entitled to any compensation for any indirect or direct loss, of whatever nature and extent, which the Client suffers and/or may suffer as a result of the aforementioned dissolution.
In the event of temporary force majeure, the Company shall be entitled to extend the time limits for delivery of the products and/or performance of the agreement or order by a period corresponding to the impediment or delay. If the aforementioned extension lasts longer than six (6) months, the Client shall be entitled to terminate the agreement, without the Client being entitled to any damages of whatever nature and scope and without prejudice to the Client's payment obligation to the Company for the order and/or the agreement already executed by the Company. The Client shall under no circumstances be permitted to apply any discount and/or compensation unless the discount and/or compensation is permitted in writing by the Company. In all cases the Company shall determine the amount of the discount and/or compensation.
Payment must be made no later than the due date indicated by the Company, including on the invoice. The Client must take into account any delays which may occur in bank transfers. The date on which payment is received or credited to the Company's bank account shall be decisive.
If payment is made after the due date of the invoice, being thirty (30) days from the invoice date, or any agreed term of payment, the Client shall be liable to pay default interest equal to 1% per month and 1% administration costs. Part of a month shall be considered as a full month.
In the event of non-payment and/or late payment, any right to a discount for the benefit of the Client shall lapse.
In the event of non-payment and/or overdue payment, the Company shall at all times be entitled to discontinue the (further) order(s) and/or to not execute the order(s) and/or the agreement, as the case may be, as well as not to deliver the products until all amounts due by the Company to the Client have been paid. The Company will notify the Client of the suspension in writing.
The Company has, in addition to all other rights to which it is entitled, the right to dissolve the agreement, without judicial intervention, by means of a written extrajudicial declaration, if:
There is permanent force majeure as referred to in these general terms and conditions;
The Client, despite proper notice of default, fails to fulfill one or more of his/her obligations to the Company under the order and/or the agreement, or fails to do so on time, in full or in a proper manner;
The Client is granted (provisional) suspension of payment, the Client's bankruptcy is sought or the Client applies for its own bankruptcy, the Client offers its creditors a private arrangement with creditors or (for this purpose) convenes a meeting of creditors and/or placement under guardianship of the Client;
The assets of the Client are placed under administration, the assets of the Client are attached and the attachment is maintained for at least one (1) month, or the assets of the Client are otherwise sought for recourse for claims against the Client.
The Company reserves the right to claim damages from the Client in respect of the foregoing.
The Client must inspect the delivered products immediately upon receipt and notify the Company in writing of any visible defects, damage, and/or discrepancies.
Complaints relating to the Company's products, services, and/or activities must be submitted to the Company in writing, stating reasons, within two (2) days after delivery of the products and/or completion of the services. Failure by the Client to comply with the aforementioned complaint period shall result in the forfeiture of this right.
In the absence of notification by the Client, the products shall be deemed to have been received in good condition.
Complaints regarding the performance of an order and/or the agreement and/or the products never entitle the Client to suspend payment to the Company.
The Client must allow the Company to investigate the complaint and provide all relevant information to the Company. If return shipment is necessary for the investigation of the complaint, it will be at the Client's expense and risk unless the complaint subsequently proves to be well-founded.
The Company warrants that the delivery of the products will be carried out properly and in accordance with applicable industry standards.
If the products returned by the Company are covered by a warranty issued by the manufacturer or supplier, such warranty shall also apply equally between the Company and the Client.
The warranty may not be invoked until the Client has fulfilled its payment obligations.
The warranty does not apply if the defect has been caused by injudicious or improper use or if the Company or third parties on its behalf have used the products for purposes other than those for which the products are intended.
For so long as the Client has not fulfilled all of its payment obligations, for whatever reason, to the Company, all products delivered and/or services rendered by the Company shall remain the Company's property.
In the event that return of any of the Company's products will not be possible, the Client undertakes to compensate the Company for the value of the product. The Company will determine the value of the product.
The Client undertakes to disclose the Company's retention of title to any third party to whom the Client resells or for whom the Client performs work. All direct and indirect risks shall be borne by the Client.
Products subject to retention of title may be resold by the Client in the ordinary course of its business provided a retention of title on the products has been stipulated by the buyer. As long as the products are subject to retention of title, the Client may not pledge, give as security, borrow, alienate, encumber, and/or otherwise transfer the products as security and/or otherwise have possession of the products in any way.
If the Client fails to fulfill its obligations to the Company as security for which the retention of title is intended, the Company shall be entitled to remove the products (or have them removed) delivered from the Client or third parties holding the products for the Client. The Client and/or third parties will cooperate fully.
Modification of the order and/or the agreement at the request of the Client, after the issuance of the order and/or the conclusion of the agreement, must be requested in writing by the Client to the Company. These amendments shall be deemed to be part of the order and/or the agreement if the Company has accepted these amendments in writing. In the event that these amendments make proper execution of the order and/or the agreement impossible, the Company shall be entitled to dissolve the agreement in writing extrajudicially without the Company being held liable for any direct or indirect loss or damage suffered by the Client as a result, of whatever nature and scope.
All direct and/or indirect loss or damage resulting from such a change by the Client shall at all times remain at the expense and risk of the Client. The Client indemnifies the Company against all possible losses or damages and/or liabilities resulting from such changes to the order and/or the agreement.
The risk of loss of or damage to the products shall pass to the Client at the time such products are legally and/or factually delivered to the Client and are thereby placed in possession of the Client or any third party to be designated by the Client.
Under no circumstances shall the Company be liable for any direct or indirect damages and/or costs, however named or howsoever arising, of any nature and/or scope whatsoever, including for example any and all possible trading losses, consequential damages, lost profits, resulting from or related to defective, imperfect, late, partial and/or non-delivery of the products and/or performance of the contract and/or order, unless the resulting damages are the result of intent or gross negligence on the part of the Company.
The Company shall not be liable for any direct or indirect damages and/or costs of any nature and/or magnitude whatsoever, including for example any and all possible trading losses, consequential damages, loss of profit, resulting from or related to defective and/or imperfect handling and/or finishing and/or processing by the Client or any third party/person from whom the Client purchases services of products supplied by the Company. The Client indemnifies the Company against any and all claims by third parties in this respect.
If and to the extent that notwithstanding the foregoing, the Company may be held liable by the Client for any reason whatsoever, such liability shall be limited to a maximum of the invoice amount charged to the Client. To the extent that in any case an invoice has not yet been sent to the Client the term "invoice amount" shall be deemed to be the agreed or customary price to be charged to the Client by the Company.
The Company grants the Client a non-exclusive, non-transferable, right to use the website and the services provided through the website, solely for personal, non-commercial purposes, subject to these terms and conditions. All rights in connection with the use of the website, not expressly granted to the Client, are reserved by the Company and its licensors.
The Client shall not:
License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the website and the services provided through the website in any way;
Modify or make derivative works based upon the website;
Create internet "links" to the website or "frame" or "mirror" the website on any other server or wireless or internet-based device;
Reverse engineer or access the website in order to:
Build a competitive product or service;
Build a product using similar ideas, features, functions or graphics of the website, or copy any ideas, features, functions or graphics of the website;
Launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the website.
The Client shall not:
Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
Send or store material containing website viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
Interfere with or disrupt the integrity or performance of the website or the data contained therein;
Attempt to gain unauthorized access to the website or its related systems or networks.
Content provided on the website is solely for informational purposes. Product representations expressed on the website are that of the vendor and are not made by the Company.
Upon request of the Client the Company may assign the Client a password and a user account (hereinafter: the account) to enable the Client to access and use certain portions of the website (hereinafter: website account agreement). Each time the Client uses the account, the Client will be deemed to be authorized to access and use the website in a manner consistent with these terms & conditions, and the Company has no obligation to investigate the authorization or source of any such access or use of the website. The Client will be solely responsible for all access to and use of the website by anyone using the account originally assigned to the Client whether or not such access to and use of the website is actually authorized by the Client, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use. The Client shall be solely responsible for protecting the security and confidentiality of the account assigned to the Client. The Client shall immediately notify the Company of any unauthorized use of the Client’s account or any other breach or threatened breach of the website's security.
The Company may communicate with the Client by e-mail or by posting notices on the website.
Except as otherwise provided elsewhere in these terms & conditions or on the website, any submission by the Client irrespective of use of the account will be treated as non-confidential and non-proprietary, and the Company shall have the royalty-free, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions. All submissions shall automatically become the sole and exclusive property of the Company and shall not be returned to the Client.
The Company alone shall own all right, title and interest, including all related intellectual property rights, in and to the website and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the website. The Company name, the Company logo, and the product names associated with the website are trademarks of the Company or third parties, and no right or license is granted to use them by the Client.
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the website account agreement or revoke any or all of your rights granted under the website account agreement. Upon any termination of the website account agreement, the Client shall immediately cease all access to and use of the account and the website and the Company shall, in addition to any other legal or equitable remedies, immediately revoke the account issued to the Client and deny the Client access to and use of the account and website in whole or in part. Any termination of the website account agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
This site, the products offered for sale on it, and the transactions conducted through it are provided by us on an "as is" basis. We make no representations or warranties of any kind, express or implied, as to the operation of the site or the information, content, materials. To the full extent permissible by applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, title, quiet enjoyment, data accuracy, and system integration. This site may include inaccuracies, mistakes, or typographical errors. We do not warrant that the content will be uninterrupted or error-free.
To the maximum extent permitted by law, we will not be liable for any damages of any kind arising from the use of this site, including, but not limited to indirect, incidental, punitive, exemplary, special, or consequential damages. To the maximum extent permitted by applicable law, our total liability to you for any damages (regardless of the foundation for the action) shall not exceed in the aggregate the amount of fees actually paid by you to us during the month immediately preceding the act allegedly giving rise to our liability. The Company does not represent or warrant that:
The use of the service or site will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, site, system or data;
The service or site will meet your requirements or expectations;
Any stored data will be accurate or reliable;
The quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations;
Errors or defects in the service or site will be corrected, or
The service or the server(s) that make the service available are free of viruses or other harmful components.
The service and site is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by the Company. The Company makes no representation, warranty, or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of any services, products or goods obtained by third parties through the use of the service or site. You acknowledge and agree that the entire risk arising out of your use of the site and service, and any third party services or products remains solely with you, to the maximum extent permitted by law.
