GENERAL TERMS AND CONDITIONS MAILORDER LOGISTIC SERVICES B.V.
1.1 These general terms and conditions apply to all offers and quotations of Mailorder Logistic Services B.V. (hereinafter referred to as MLS), as well as to all agreements to be concluded by MLS and activities arising therefrom, including the delivery of goods and services, to the exclusion of the general terms and conditions of the client. With client is meant the person or entity using MLS’ fulfillment services to send their website products to customers.
1.2 Deviations from these terms and conditions must be expressly agreed in writing. Deviations then only apply to the relevant offers and agreements to which they apply.
1.3 If MLS does not always require strict observance of these conditions, this does not mean that these conditions do not apply and/or that MLS loses the right to require strict observance of these conditions in future cases, whether or not similar.
1.4 The annulment and/or nullity of any provision of these conditions shall not affect the validity of the remaining provisions of these conditions. The conflicting, not legally valid provision shall be deemed to have been replaced by a provision that as far as possible does justice to the intention and purport of the original provision.
1.5 These terms and conditions shall also apply to agreements with MLS, for the implementation of which MLS must involve third parties.
2.1 All offers and quotations from MLS are without obligation.
2.2 All amounts mentioned in an offer and/or order confirmation are exclusive of VAT and in euros, unless otherwise agreed in writing.
2.3 MLS has based its pricing on the information, quantities and revenue expectations made available to it by its clients. All this in accordance with the explanations included in the quotation and/or order confirmation. Not explicitly mentioned activities, services and reports as well as unforeseen, unexpected and/or structural extra work can be charged on the basis of specification.
2.4 Sales and/or delivery agreements are concluded by means of an order from the client for that purpose. If this is done verbally, the written confirmation by MLS, without prejudice to other means, shall serve as proof of the order.
2.5 MLS reserves the right to adjust the price agreements for its services each year. Client will be informed in writing at least 1 month prior to the increase. Changes in costs of materials, transport and other services specifically to be purchased for the client can be charged immediately, with written proof of the increase.
2.6 Unforeseen deviations with regard to the quantities and/or amount of work mentioned in the quotation or order confirmation can be charged on by MLS to the client.
3.1 The agreement is entered into for an indefinite period of time, unless otherwise agreed in writing between the parties.
3.2 Both parties are authorized to dissolve the agreement with immediate effect, without judicial intervention, by written notification to the other party if:
a. the other party has been granted suspension of payment, has filed for bankruptcy or has been declared bankrupt or has otherwise lost control over its assets;
b. the other party has been unable to fulfil its obligations due to force majeure for a period of three consecutive calendar months, or it has been established that the force majeure situation will continue for more than three consecutive calendar months. This right of rescission shall lapse if the agreement whose fulfilment was temporarily prevented by the force majeure situation is still fulfilled.
c. The other party fails to fulfil any essential obligation arising from these terms and conditions and/or agreement and, after having been given notice of default in this respect, fails to fulfil the obligation within thirty days.
3.3 All amounts owed by the client to MLS prior to the rescission shall remain due and payable at the time of rescission, without prejudice to all other rights MLS has under the agreement, these general terms and conditions or the law.
3.4 An agreement for an indefinite period of time can be terminated at any time by either party by means of a registered letter with due observance of a notice period of three months, unless another notice period has been agreed upon in writing between the parties.
3.5 In the event of termination of an agreement, the provisions of these general terms and conditions shall remain fully applicable.
4.1 The goods to be processed and/or delivered must be supplied on time, freight paid, free of charge and in good condition to the address of the warehouse (storage space) of MLS or to an address indicated by MLS, accompanied by a bill of lading or waybill. MLS is not liable in any way for the contents of the goods received, nor for hidden defects. The contents and quantity of items per package shall be clearly indicated on the bill of lading or waybill.
4.2 If the goods to be processed and/or delivered are delivered to MLS at the agreed time and place, the delivery times specified by MLS shall apply, on the understanding that the delivery times specified by MLS can never be regarded as a deadline, unless explicitly agreed otherwise in writing. The client is responsible for checking timely delivery.
5.1 A delivery agreement contains an order confirmation to which a service level agreement (with agreements between MLS and the client on performance indicators and quality requirements) may be added.
5.2 If and as far as required for the proper execution of the agreement, MLS has the right to have services carried out by third parties.
5.3 The agreed lead times and service levels are always approximate and depend partly on the delivery method and times of information, goods, documents, etc.
5.4 Time of delivery of the goods to be processed and/or delivered is always the date on which the goods are delivered by MLS to the distributor for shipment. It shall never be the date of receipt by the addressee.
5.5 The client and MLS shall inform each other in writing of any structural causes of delay in supply (from client to MLS) or delivery (from MLS to client’s customer). The client cannot derive any right to dissolution or compensation from exceeding the lead times or defects in deliveries.
5.6 Unless explicitly agreed otherwise in writing, all shipments are handled by MLS and are at the risk and expense of the client. All costs associated with the shipment and transport of the goods, such as postage, freight and packaging costs, as well as freight insurance, shall also be at the expense of the client. Shipment of the goods takes place in the usual manner for MLS and under the responsibility and delivery conditions of the carrier. Any additional services and insurances shall be provided at extra cost.
5.7 The goods to be delivered shall be packed in the customary manner for MLS, unless the client has given a written order for different packaging.
5.8 If it is necessary to pay more postage and freight costs than at the prices and rates accepted in advance, MLS is authorised and entitled to charge (pass on) these extra costs to the client without the intervention of the client.
6.1 Unless another term is stated on the invoice, the client is obliged to pay the invoice amount in full within 21 days of the invoice date. The payment obligation of the client shall not be suspended due to a complaint, nor shall the client be released from its payment obligation.
6.2 By exceeding the payment term mentioned in the first paragraph of this article, the client is legally in neglect and default towards MLS, without any summons or notice of default being required.
6.3 In case of late payment after expiry of the term mentioned in the first paragraph of this article, the client shall, in addition to the invoiced amount, legally owe interest on that amount, equal to the legal interest referred to in Article 6:119 of the Dutch Civil Code.
6.4 Furthermore, the client shall owe MLS all judicial and extrajudicial collection costs if and as soon as MLS hands over the claim on the client for collection.
6.5 If the client exceeds the payment term referred to in paragraph 1 of this article, MLS is entitled to suspend or discontinue further deliveries and services.
6.6 MLS has the right of retention on all goods of the client that MLS has in its possession as long as the client has not fulfilled all its obligations towards MLS. Retention of title, claims from and/or pledging to third parties shall only be acknowledged by MLS after prior written agreement between MLS and the client.
7.1 Materials and/or goods specifically purchased for the client, as well as materials and/or goods that have already been used by MLS for the client, shall not be taken back by MLS.
7.2 MLS remains the owner of all materials or processed goods delivered by it up to and including the moment of payment.
7.3 All software and other accessories produced by MLS in the context of this agreement are the legal property of MLS, even after termination of this agreement.
8.1 Both before and during the execution of agreements, MLS has the right to demand (additional) security for payment from the client.
9.1 Any right of reclamation expires if defects are not reported in writing to MLS within 7 working days after completion of the work in question.
9.2 MLS is not liable for damage, loss or destruction, including theft, of the client’s property that is stored, processed or transported at MLS or at third parties engaged by MLS.
9.3 The client shall insure at his own expense his properties that are stored, processed or transported at/by MLS or at/by third parties engaged by MLS
9.4 MLS accepts no liability for consequential damage or product damage suffered by the client in connection with goods or services delivered by or through MLS. This includes, but is not limited to, indirect damage, including consequential damage, lost profits, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims from clients of the other party, mutilation or loss of data, damage related to the use of goods, materials or software of third parties prescribed by the client to MLS. Nor does MLS accept liability for any damage for which the client is held liable by third parties. The client indemnifies MLS against any third-party claim for damage in connection with goods, materials or services delivered by or via MLS to the client.
9.5 The limitations contained in this article do not apply if the damage is the result of intent or gross negligence on the part of MLS.
9.6 The total liability of MLS for damage as indicated in paragraph 9.5 is limited to compensation for direct product damage.
10.1 In case of force majeure MLS is entitled to cancel or suspend any order. In case of a cancellation or suspension as referred to above, the client shall not be entitled to any compensation. If in the opinion of MLS the force majeure is of a temporary nature, MLS has the right to suspend its performance until the force majeure situation has been remedied. The client is not entitled to have the agreement terminated in such a case. If MLS is of the opinion that the force majeure situation is of a permanent nature, MLS shall inform the client in writing and the agreement shall be terminated without judicial intervention.
10.2 Force majeure includes—but is not limited to—fire, lack of workers, strikes, lockouts, hacking of a server, external attacks on the IT network or the hosting environment, the inaccessibility of a server, the unavailability and/or stagnation in the supply and/or impediment in the transport of goods and other obstacles (occurring both outside and inside the company), war, mobilisation, epidemics, natural disasters, import or export bans, energy shortage and riots.
10.3 In the event of force majeure, MLS may dissolve or suspend the agreement in whole or in part without judicial intervention, without being obliged to pay any compensation.
10.4 If at the time of the force majeure MLS has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, MLS is entitled to invoice the fulfilled or to be fulfilled part separately.
11.1 In the following cases, MLS has the right to consider the agreement, in whole or in part, without any notice of default or judicial intervention being required, as dissolved regardless of MLS’ further right to claim fulfilment, damages and suspension: if the client does not fulfil its contractual obligations, does not fulfil them on time or does not fulfil them properly. If the bankruptcy or (provisional) suspension of payment of the client has been applied for or if the client has been placed under administration or receivership or has been declared bankrupt by virtue of a statutory provision. See also article 3.2.
11.2 MLS has the right to suspend its activities and block the delivery of goods, funds and products of its work only after the client has fulfilled all its financial and contractual obligations.
12.1 All agreements between MLS and the client are governed by Dutch law.
12.2 All disputes that may arise as a result of the agreement or these terms and conditions shall be adjudicated in the first instance by either the district court of Noord-Holland or, if the dispute falls under the jurisdiction of the cantonal judge, by the cantonal judge in Zaandam.
These General Terms and Conditions for the services of Mailorder Logistics Services B.V. can be found at www.mlsonline.nl.
Mailorder Logistic Services BV
Daalderweg 22B
1507 DT Zaandam
Netherlands
Email address: info@mlsonline.nl
Phone: +31 (0)75 820 0276
Chamber of Commerce number: 56172370
VAT number: NL852004527B01