Terms and Conditions
1. Definitions
“Customer” means the Company, legally represented, accepted by ME Networks (“MEN) to buy products as end user or reseller from “MEN” or to sell products to MEN; “Buyer” means MEN in its capacity as buyer of products; “Seller” means MEN in its capacity as seller of products; “Product” means the product, which MEN is to buy from “Customer” and/or which MEN is to sell to “Customer”; “Purchase Order” means “Customer’s” order in writing for “Products” to sell to MEN; “Sales Order” means “Customer’s” order in writing for “Products” to buy from MEN; “Terms and Conditions” means these “Terms and “Conditions” accepted by “Customer” and any “Purchase Order” shall be subject to these “Terms and Conditions”;
2. Quotes
The validity of the quote is 5 working days from the date of quotation provided by MEN unless other specified. The “Quote” refers to the “Products” described in the quotation. The quotation will be provided by MEN, written by email or facsimile. Before acceptance by “Customer” of the “Quote”, MEN reserves the right to adjust the “Quote” that will replace the prior “Quote”. Every “Quote” is subject to prior sales;
3. Prices
The “Price” of the “Product” shall be the “Price” set out in any valid quotation. MEN reserves the right to modify the “Price” of the “Products” to reflect any changes in specifications for the “Products”, by informing “Customer” at any time before payment and delivering of the “Products”. If MEN identifies an error in the “Price” quoted and “Customer” accepted the “Purchase Order” containing that “Price”, MEN has the right to adjust the “Price”. The ”Price” is exclusive VAT, other governmental levies and administrative costs in US dollar or EURO currency;
4. Payment and Payment Terms
Payment must be made by “Customer” and MEN has to receive the Payment for the “Products” to be delivered on the bank account indicated on the invoice, before delivering of the “Products”, within 3 working days after the “Purchase Order” was signed by both “Customer” and MEN. MEN can offer “Customer” a payment term based on credit and analysis. In case of exceeding payment term, “Customer” will receive a reminder in writing by email. All costs and damage (collecting charges, currency risk) caused by default (late payment) of “Customer” to MEN will be for the risk and account of “Customer”; MEN accepts Payment by credit card by charging a handling fee. MEN accepts no liability for fraudulent or any other improper or unauthorized use of “Customer’s” credit card details. Under certain circumstances MEN can offer Customer a Payment Term based on credit and analysis.
5. Sales Orders
The “Sales Order” is the description of the “Products”, “Prices” and quantity to be sold by MEN to “Customer”, subject to the “Terms and Conditions”. MEN will be legally bound by signing the “Sale Order”. “Customer” will be legally bound by confirming the “Sale Order” in writing by email or facsimile within 24h00 after receiving the signed “Sales Order” from MEN. No order can be processed without a “Sales Order”. It is the responsibility of “Customer” to review the “Sales Order” carefully on its accuracy. No order can be processed without a “Purchase Order”. It is the responsibility of “Customer” to review the “Purchase Order” carefully on its accuracy.
6. Purchase Orders
The “Purchase Order” is the description of the “Products”, “Prices” and quantity to be bought by MEN from “Customer”. “Customer”, in its capacity of seller of the “Products” to MEN, has full ownership and clear title of the “Products”. All damage caused by bad quality of the “Product” (counterfeit product) will be for the risk and account of “Customer”. ” Customer” will be legally bound by signing the “Purchase Order” in writing by email or facsimile. MEN will be legally bound by confirming the “Purchase Order” in writing by email or facsimile within 24h00 after receiving the signed “Purchase Order” from “Customer”.
7. Order Cancellation
“Purchase Orders” once placed and cancelled by “Customer” and after acceptation by MEN are subject to a 10% restocking fee and all freight charges paid by “Customer” within thirty days from receiving the “Purchase Order”.
8. Retention of title
The “Products” remains ownership of MEN until MEN has received in full all sums due to the “Products”. “Customer” must store the “Products”, at no cost to MEN, in such a way as the “Products” remain readily identifiable as “MEN’s” property. “Customer” will be responsible for insuring the “Products”. Until full payment has received by MEN, “Customer” is not allowed to use the “Products” or sell the “Products” to third parties without (written) permission of MEN and subject to retention of title. In that case “Customer” will inform MEN about the identity of the third party. Until full payment has been received by MEN, the third party will be aware that MEN will remain owner of the “Products”. The “Terms and Conditions” will be applicable. “Customer” or the third party shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the “Products” which remain the ownership of MEN. In case of default, “Customer” or the third party will establish a silent pledge in advance on the “Products” on behalf of MEN. All costs and damage caused by default of “Customer” or the third party to MEN will be for the risk and account of “Customer”;
9. Delivery
The “Products” are at the risk of MEN until the time of delivery. “Customer” will provide appropriate instructions, documents, licenses or authorizations. If “Customer” neglects, “Customer” will be liable for all related costs and expenses. From the moment of delivering the risk will pass to “Customer” even if MEN has still ownership of the “Products” (Retention of Title). If no terms of delivery are agreed, delivery will be taken place at best effort. If an agreed term, in writing on the “Quote”, has expired and delivery of the “Products” has not yet taken place, “Customer” has the right to dissolve the purchase agreement. MEN is always allowed to deliver sold “Products” partial, as long as “Customer” explicitly prohibits this. MEN shall never be liable for any damage resulting from late delivery.
10. Returns
MEN will accept the return of the “Products”, delivered to “Customer” within thirty days after delivery to “Customer”. MEN has to receive the “Product” in the same condition and packaging as delivered to “Customer”. A restocking fee of 10% is due by “Customer”. All related costs and freight charges will be for the risk and account of “Customer”. MEN decides whether any “Products” are defective. If replacement of defective “Products” is not possible, MEN will credit the value to the account of “Customer”. RMA procedure is applicable and defective “Products” may not be returned without a valid RMA number. “Customer” will receive a RMA number, subject to the obligation of “Customer” a) to provide MEN with all information on the failure; b) to report by email to MEN within 5 working days of the delivery date. When the damage is caused by faulty handling of “Customer” a RMA number will not be issued.
11. Packaging
MEN has professional packaging equipment and uses high quality packaging material. If the “Products” are damaged by the shipper, it is the obligation of “Customer” to report and send pictures of the damaged “Products” by email to MEN within 2 days from delivery date. MEN shall hold the shipper liable for the damage caused by the shipper.
12. Software
“Customer” will be aware that the ownership of the software as part of the “Products” belongs to the manufacturer and will never be the ownership of MEN. MEN can never transfer the ownership of the software to “Customer”. MEN will never be liable and “Customer” will look solely to the licensor (the owner) for satisfaction of all claims and warranties relating to the software.
13. Warranties and Liability
The warranty covers “Products” that fails to function according to the manufacturer’s specifications for a period of six month’s unless other specified on the “Quote”. Warranty does never cover damage caused by “Customer” due to improper installation etc. The liability of MEN shall be limited to the price of “Products” based on market conditions.
14. Force Majeur
MEN will never be liable for any delay or failure in performance caused by Force Majeur (fire, explosion, war, strike, embargo, governmental requirement, civil or military authority, act or omission of carriers or suppliers or other similar causes beyond “MEN’s” respective control.
15. General
“Customer” agrees not to assign, transfer or dispose of all or any part of your rights or obligation under this agreement without “MEN’s” prior written consent. Any attempt to do so without such consent is void. These “Terms and Conditions” and any amendments agreed in writing between “Customer” and MEN shall be governed and construed in accordance with Dutch law and “Customer” and MEN submit to the exclusive jurisdiction of the Dutch Court in relation to all matters arising out of this contract.
