Terms and Conditions

MONDIAZ is a trade name of MONDIAZ B.V., located at Slenkweg 2, (6684DK) Ressen, Netherlands, and the user of these B2B General Terms and Conditions.

Although the website www.mondiaz.nl has been compiled with the utmost care, MONDIAZ is not liable for any direct or indirect damages resulting from the use of the information provided. No rights can be derived from or claims made based on the content of the website www.mondiaz.nl.

No part of the website www.mondiaz.nl may be copied or stored in a data retrieval system, in any form or by any means, whether electronic, digital, mechanical, manual, photographic, or otherwise, without prior written permission from MONDIAZ. An exception is made for these General Terms and Conditions, which can be freely downloaded.


Definitions
Additional Terms: Terms that supplement those outlined in the General Terms and Conditions.
General Terms and Conditions:The current set of general terms and conditions.
Goods: Movable property that MONDIAZ will deliver to the Buyer under the Agreement.
Buyer: The customer, engaged in a professional or business capacity, purchasing goods and/or services from MONDIAZ.
MONDIAZ: The user of these General Terms and Conditions.
Order Confirmation: MONDIAZ's acceptance of the Buyer's offer.
Agreement: The agreements between MONDIAZ and the Buyer regarding the purchase by the Buyer of goods and/or services from MONDIAZ.
Parties: Refers collectively to MONDIAZ and the Buyer.


1. Applicability & Interpretation of General Terms and Conditions
1.1 These General Terms and Conditions apply to all offers, quotations, price quotations, orders, transactions, Agreements, and their execution - however named - by or with MONDIAZ, including those related to the whitelabel assortment.
1.2 In addition to these General Terms and Conditions, Supplementary Terms may apply to specific services and/or goods if explicitly indicated. In case of discrepancies between the Supplementary Terms and these General Terms and Conditions, the provisions of the Supplementary Terms generally prevail over the General Terms and Conditions, unless expressly stated otherwise.
1.3 Deviations from these General Terms and Conditions are only valid if expressly agreed upon in writing, in which case the remaining provisions of these General Terms and Conditions shall remain in full force. Deviations apply only to the specific offer, quotations, price quotations, orders, transactions, or Agreement and their execution for which they were made.
1.4 The buyer's own terms and conditions are not applicable unless expressly agreed upon in writing by MONDIAZ.
1.5 MONDIAZ reserves the right to amend or supplement these General Terms and Conditions from time to time. Such changes and/or additions will be published on its website www.mondiaz.nl/en/i/algemene-voorwaarden. The published version is the most current version of the General Terms and Conditions and applies in the relationship with the buyer.
1.6 If circumstances change significantly from those parties relied upon at the time of conclusion of the Agreement, such that it is unreasonable to demand compliance with one or more of these conditions from one of the parties, then consultations will be held regarding interim modification of the Agreement.
1.7 If one or more provisions in these General Terms and Conditions are wholly or partially void or annulled at any time, the remaining provisions in these General Terms and Conditions remain unaffected. In place of the void or annulled provision, a provision will be read that as closely as possible achieves the purpose and intent of the original provision.
1.8 If a situation arises between the parties that is not regulated in these General Terms and Conditions, this situation shall be judged in accordance with the spirit of these General Terms and Conditions in light of what is customary in MONDIAZ's trade sector.
1.10 By using the websites of MONDIAZ and/or placing an order via email, fax, telephone, online, and/or otherwise, the buyer accepts these General Terms and Conditions as well as all other rights and obligations as stated on MONDIAZ's website.


2. Offers
2.1 All offers made by MONDIAZ are non-binding and can be revoked by MONDIAZ, unless MONDIAZ explicitly states in the offer, alongside a fixed term for acceptance, that the offer is irrevocable.
2.2 All offers by MONDIAZ are subject to the condition: while MONDIAZ's stock or that of its suppliers lasts.
2.3 Information, dimensions, weights, technical data mentioned within our offers, catalogs, price lists, and other promotional materials, as well as any accompanying drawings and images, are approximate and non-binding, unless MONDIAZ has explicitly provided a warranty for any of these elements. All intellectual property rights related to the aforementioned information belong exclusively to MONDIAZ. Deviations cannot in principle lead to compensation, annulment, termination, or dissolution of the Agreement.
2.4 MONDIAZ cannot be bound by its offers if the Buyer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
2.5 If Parties enter into a delivery agreement or framework agreement, these General Terms and Conditions apply to that delivery agreement or framework agreement and all resulting orders/Agreements.


3. Agreement
3.1 Acceptance of the invitation to make an offer by the potential Buyer constitutes an offer and only leads to the formation of an Agreement if the other provisions in this article are fulfilled.
3.2 The potential Buyer has entered the data on the appropriate input screen of the website and has sent the relevant data, such as the order form, to MONDIAZ electronically, or has otherwise made an offer to MONDIAZ. This offer and the accompanying information have been received by MONDIAZ.
3.3 The Agreement is concluded at the moment MONDIAZ sends an Order Confirmation to the Buyer via email to the email address provided by the Buyer, or in another explicit manner communicated by MONDIAZ to the Buyer that it accepts the offer, or from the moment MONDIAZ commences the execution of its obligations. MONDIAZ reserves the right to unilaterally attach Supplementary Terms to the Agreement within eight days after acceptance.
3.4 Buyer and MONDIAZ expressly agree that the use of electronic communication forms a valid Agreement as soon as the conditions in Articles 3.2 and 3.3 are met. In particular, the absence of a handwritten signature does not detract from the binding force of the Agreement. MONDIAZ's electronic files constitute, to the extent permitted by law, binding evidence of the Agreement between the Parties.
3.5 MONDIAZ is never liable for misunderstandings, delays, incomplete or improperly transmitted orders and communications resulting from the use of the internet or any other means of communication in the traffic between MONDIAZ and Buyer, or between MONDIAZ and third parties, insofar as they relate to the (formation of the) Agreement, unless there is intent or gross negligence on the part of MONDIAZ, as proven by the Buyer.
3.6 The Order Confirmation is deemed to accurately reflect the content of the Agreement. Any subsequent additional agreements or changes are binding only if expressly communicated by MONDIAZ to the Buyer.
3.7 If the content of the offer and the content of the Order Confirmation are not consistent with each other, the Order Confirmation shall serve as proof of the content of the Agreement between the Parties.
3.8 The cancellation of an Agreement concluded with MONDIAZ can only take place after explicit and written consent from MONDIAZ. The Buyer is obliged to compensate MONDIAZ for all damages and costs resulting from such cancellation.
3.9 MONDIAZ is authorized to use third parties in the execution of an agreement with the Buyer.


4. Prices
4.1 Unless otherwise indicated, prices are stated in Euros per unit and exclude VAT and other government levies, any costs to be incurred under the Agreement, including shipping and administrative costs, and other expenses, unless stated otherwise.
4.2 All prices shown are subject to printing and typesetting errors. MONDIAZ is not liable for any consequences of such errors, and cannot be held accountable for them.
4.3 The prices shown by MONDIAZ are indicative, based on prevailing factory prices, foreign exchange rates, import duties, and similar levies, insurance rates, freight charges, taxes, margin schemes, and other related factors at the time. If changes occur in one or more of these factors before delivery takes place, MONDIAZ is authorized to adjust the agreed prices proportionally to the increase in one or more of these factors and charge the Buyer accordingly.
4.4 A freight surcharge applies to all deliveries from MONDIAZ. The amount of this surcharge is visible to the Buyer during the ordering process. Special rates apply to other deliveries.
4.5 MONDIAZ reserves the right to charge the Buyer additional costs that were not foreseen at the conclusion of the Agreement.


5. Payment
5.1 Payment is made by transferring the amount due to MONDIAZ's bank account. Orders placed via the website can be paid using iDeal. Payment of an invoice must be made within 14 days after the Goods have been shipped to the Buyer.
5.2 MONDIAZ may expand payment options in the future. Any additional payment methods will be communicated via the website.
5.3 Payment of the amount due must be made prior to delivery. Once MONDIAZ has verified that the amount payable has been credited to MONDIAZ's bank account, it will proceed with ordering or shipping the Goods.
5.4 In case of late payment, MONDIAZ is authorized to terminate the agreement with immediate effect, cancel it, or suspend (further) delivery until the moment when the Buyer has fully complied with the payment obligations.
5.5 The Buyer is not authorized to set off the purchase price against any claim it may have, nor is the Buyer authorized to suspend obligations arising from the agreement concluded with MONDIAZ.
5.6 The payment terms set by MONDIAZ are strict deadlines. If the Buyer fails to pay within the specified payment term, the Buyer is in default, and all payment obligations of the Buyer become immediately due and payable, regardless of whether MONDIAZ has already invoiced for them. MONDIAZ's claims against the Buyer will accrue statutory commercial interest from the first day after the agreed payment term under Article 6:119a of the Dutch Civil Code.
5.7 If the Buyer is in default and MONDIAZ decides to proceed with (out-of-court) debt collection, all associated costs will be borne by the Buyer, with a minimum of 15% of the amount claimed, plus a minimum of €250.00, excluding VAT.


6. Delivery Time
6.1 The delivery times stated by MONDIAZ are approximate unless a specific delivery period is guaranteed. Even then, a delivery time is never a strict deadline.
6.2 If MONDIAZ is unable to meet its delivery times due to circumstances beyond its control, not caused by any act or omission of MONDIAZ, but resulting from external causes, including but not limited to non-delivery or delayed delivery by MONDIAZ's suppliers, this shall be considered force majeure between the parties. The delivery time will be extended in such circumstances by a period equal to the duration of the delaying circumstances.
6.3 Except in cases of intent or gross negligence on the part of MONDIAZ, proven by the Buyer, exceeding the delivery time does not entitle the Buyer to full or partial termination of the Agreement concluded with MONDIAZ.
6.4 If, despite the above, delivery has not taken place within 6 months after the conclusion of the agreement, both parties have the right to terminate the Agreement in whole or in part.
6.5 Exceeding the delivery time does not entitle the Buyer to compensation, unless this has been expressly agreed upon in writing.
6.6 MONDIAZ is allowed to deliver the Goods in installments.


7. Delivery
7.1 Unless expressly agreed otherwise, the method of transport/shipping is determined by MONDIAZ. Delivery of the Goods takes place EX WORKS in accordance with Incoterms 2020, on working days, Monday to Friday, typically between 8:00 AM and 5:00 PM.
7.2 Specific transportation/shipping preferences of the Buyer are carried out at the expense and risk of the Buyer.
7.3 MONDIAZ informs the Buyer of the estimated date of transport in the Order Confirmation and later on the invoice.
7.4 Someone must be present at the Buyer's premises to accept the Goods upon delivery.
7.5 The ordered Goods are delivered to the first ground floor door if the premises are easily accessible. If the carrier brings the Goods inside, it is at the expense and risk of the Buyer.
7.6 The Buyer does not have the right to refuse acceptance of the Goods or to return them, unless MONDIAZ has agreed to this in writing. If the Buyer returns the Goods without prior written agreement from MONDIAZ and MONDIAZ accepts them, it is done at the expense and risk of the Buyer. MONDIAZ stores the shipment at the expense and risk of the Buyer and keeps it available to the Buyer, without implying any acknowledgment of the validity of any claims.
7.7 If the Buyer refuses to accept the Goods or if the Buyer is negligent in providing necessary information or instructions for delivery, the Buyer is in default. MONDIAZ stores these Goods at the expense and risk of the Buyer. In such cases, MONDIAZ has the right to terminate the Agreement, without prejudice to its right to claim full compensation for damages.


8. Ownership Reservation and Reserved Right of Pledge
8.1 The goods delivered by MONDIAZ remain the property of MONDIAZ until Buyer has fulfilled all obligations arising from all agreements concluded with MONDIAZ, including the consideration(s) related to the Goods themselves, the consideration(s) related to services performed or to be performed by MONDIAZ under the Agreement, or claims of MONDIAZ against Buyer due to non-performance of the Agreement by Buyer.
8.2 Buyer is obliged to store the Goods delivered under reservation of ownership by MONDIAZ with due care and to surrender them to MONDIAZ upon first request. Buyer hereby irrevocably authorizes MONDIAZ to enter Buyer's premises and/or buildings to reclaim the Goods, without prejudice to MONDIAZ's rights to full compensation.
8.3 The Goods subject to MONDIAZ's ownership reservation may only be resold in the course of normal business operations. Activities during (provisional) suspension of payments or bankruptcy of Buyer are explicitly not considered activities in the normal course of business. In case of (provisional) suspension of payments or bankruptcy of Buyer, MONDIAZ is entitled to reclaim the Goods without any prior notice of default being required.
8.4 Buyer is not authorized to pledge the Goods, other than the reserved right of pledge as described below, or to establish any other (limited) rights thereon.
8.5 MONDIAZ hereby reserves the rights of pledge as referred to in Article 3:237 of the Dutch Civil Code on Goods that have passed into ownership of Buyer and are still in Buyer's possession, as additional security for any other claims that MONDIAZ may have against Buyer. Buyer is also obliged to cooperate in establishing such a right of pledge on Goods processed or worked by Buyer, thereby eliminating MONDIAZ's ownership reservation. Buyer is obliged to cooperate, upon MONDIAZ's first request, in all necessary actions for the establishment of the reserved right of pledge.
8.6 If Buyer (partly) forms a new item from the Goods, Buyer does so solely for MONDIAZ and holds the newly formed item for MONDIAZ until Buyer has fulfilled all obligations towards MONDIAZ. Until that time, MONDIAZ retains all rights as owner of the newly formed item.
8.7 In the context of legal interpretation concerning accession and commingling as referred to in Articles 5:14 and 5:15 of the Dutch Civil Code, the Goods are considered the principal object.
8.8 If third parties wish to establish or enforce any rights on the Goods, Buyer is obliged to inform MONDIAZ thereof as soon as can reasonably be expected.
8.9 Buyer undertakes to insure the Goods and keep them insured against fire, explosion, water damage, and theft. Buyer further undertakes to pledge all claims of Buyer against the insurer regarding the Goods to MONDIAZ.


9. Claims
9.1 Upon delivery, Buyer must immediately inspect the Goods. Buyer must verify whether the Goods conform to the Agreement, namely whether the correct Goods have been delivered and whether the quantity and quality of the Goods correspond to what was agreed upon in the Agreement. Claims and complaints due to shortages, deviations from specified specifications, or visibly observable damages must be noted by Buyer on the receipt.
9.2 MONDIAZ is not liable for deviations that are generally accepted in the industry to which the relevant Goods belong, or for minor technical or unavoidable deviations concerning quality, color, dimensions, volume, thickness, weight, and similar aspects.
9.3 If visible defects or shortages are observed, Buyer must notify MONDIAZ in writing within 2 days after delivery. After this period expires, Buyer is deemed to have approved the Goods, and complaints will no longer be processed.
9.4 Non-visible defects must be reported by Buyer to MONDIAZ in writing within 2 days after discovery.
9.5 If the complaint concerns incorrectly delivered or incorrectly packaged Goods, or Goods delivered in a damaged condition, Buyer's written complaint must be accompanied by the relevant packing list/receipt.
9.6 A complaint is only valid if the packaging is still in its original condition.
9.7 If the Goods have been assembled, processed, or used by Buyer, complaints are not permitted under any circumstances, even if made within the specified period.
9.8 Even if Buyer submits a timely complaint, Buyer's obligation to pay for and accept the Goods remains. Goods can only be returned with prior written consent from MONDIAZ. Packages not sufficiently prepaid will not be accepted by MONDIAZ.
9.9 If, after examination by MONDIAZ, it is found that the characteristics of the Goods do not conform to the Agreement, Buyer, at MONDIAZ's discretion, has the right to either receive fair compensation or replacement Goods, if available.
9.10 If replacement Goods are unavailable, Buyer, upon returning the non-conforming Goods, has the right to: a. Choose replacement Goods equivalent in value to the non-conforming Goods. If the chosen Goods are more expensive than the non-conforming Goods, Buyer must pay the price difference; if they are cheaper, Buyer will receive a refund of the price difference from MONDIAZ. b. Receive a refund corresponding to the value of the Goods, which constitutes (partial) dissolution of the Agreement.
9.11 In cases solely at MONDIAZ's discretion, Goods may be returned and credited by MONDIAZ for reasons other than those mentioned above, provided the delivery date is not more than 8 days old, the Goods are still in their original condition and packaging, and the Goods are part of MONDIAZ's current inventory. In such cases where MONDIAZ voluntarily agrees to accept Goods for return and credit, MONDIAZ may charge Buyer with credit costs, amounting to 50% of the original net Goods amount (excluding VAT), with a minimum of €75.00.
9.12 Any liability of MONDIAZ for defects in or related to the Goods, including any claims, ends six (6) months after delivery, unless the Goods have not been processed. This exclusion does not apply if defects are specifically covered under a warranty issued by MONDIAZ for the Goods, provided such warranty was explicitly agreed upon in the applicable Agreement between the Parties.


10. Warranty
10.1 The Goods are covered by a warranty of two years, starting from the moment of delivery and subject to the conditions set by MONDIAZ's suppliers. The specific terms and conditions of MONDIAZ's suppliers apply directly to Buyer. Services provided under the Agreement are expressly obligations of effort.
10.2 Notwithstanding the provisions of this article, warranty does not apply in the following cases:
a. Normal wear and tear, as determined by MONDIAZ.
b. Any changes made to the Goods without MONDIAZ's authorization, including unauthorized repairs.
c. Failure to present the original invoice, or if the invoice has been altered or made illegible.
d. Damage resulting from inappropriate or negligent use not in accordance with the intended purpose, or due to deliberate acts, gross negligence, or inadequate maintenance.


11. Marks of Conformity and Restrictions on Use or Sale Outside the Netherlands
11.1 The Goods are primarily intended for distribution in the Dutch market. Sale or installation of Goods in other countries may be subject to restrictions or may not be permitted, and such actions are undertaken at the Buyer's risk.
11.2 Goods that are required under Dutch regulations to bear a mark of conformity will be supplied by MONDIAZ in the version that meets the requirements of the issued mark.


12. Liability
12.1 MONDIAZ shall not be liable for any damages of any nature whatsoever suffered by any party and caused by, or related to, Goods or services supplied or made available by MONDIAZ, unless such damage is due to its own intentional act or gross negligence, which exclusively includes intentional act or gross negligence by its managerial subordinates. MONDIAZ shall only be liable for compensation of damages if such damage is due to fault on the part of MONDIAZ and MONDIAZ is insured against such damage.
12.2 MONDIAZ cannot in any way be held liable by the Buyer for any damages of any nature whatsoever suffered by any party and caused by, or related to, Goods or services supplied or made available by MONDIAZ, but manufactured, assembled, or supplied by third parties. MONDIAZ will, if possible, provide the Buyer with necessary information to seek recourse against such third party.
12.3 Buyer indemnifies MONDIAZ against claims from third parties to whom MONDIAZ cannot invoke these terms and conditions, and compensates such damages to those third parties.
12.4 The total liability of MONDIAZ, regardless of the legal basis (including claims for damages based on death or physical injury or for damage to property), is limited to the compensation of direct damages up to the amount invoiced or to be invoiced to the Buyer. If the Agreement is (mainly) a long-term agreement with a duration of more than one year, the amount mentioned above is set at 50% of the fee (excluding VAT) agreed for one year. Direct damages in the context of this article solely include: a) reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination concerns direct damages; b) reasonable costs incurred by Buyer to ensure that the Goods comply with the Agreement, if Buyer has first lodged a complaint in accordance with the General Terms and Conditions; c) reasonable costs incurred to prevent or mitigate damage, to the extent that Buyer demonstrates that these costs have led to mitigation of direct damages as defined in this article.
12.5 Excluded from MONDIAZ's liability are indirect damages, including consequential damages, loss of profit, loss of savings, loss due to business interruption, and any other damages than direct damages.
12.6 MONDIAZ is not liable for any damages suffered by Buyer or any third party, of any nature and for any cause, arising from incorrect and/or unskilled use of the Goods by Buyer or any third party.
12.7 Buyer may only invoke any right to compensation after having complained in accordance with these General Terms and Conditions and having put MONDIAZ in default in writing, if necessary, with a reasonable period set, and MONDIAZ continues to default after expiration of that period.
12.8 A series of related events causing damage shall be considered as one event for the purpose of this article.


13. Force Majeure
13.1 In case of force majeure, MONDIAZ has the right, at its discretion and without judicial intervention, to suspend the execution of the Agreement, or to terminate or cancel the Agreement in whole or in part by means of a written statement, without MONDIAZ being obliged to pay any damages. MONDIAZ shall only be liable for damages if, due to a non-attributable failure on its part, MONDIAZ derives any benefit that it would not have had in the event of proper performance. The damages shall not exceed the amount of the benefit derived by MONDIAZ.
13.2 Force majeure in this context shall mean any circumstance whereby Buyer can no longer reasonably expect MONDIAZ to fulfill the Agreement, including disruptions in MONDIAZ's business or at its suppliers, default by MONDIAZ's suppliers, transportation disruptions, strikes inside or outside MONDIAZ's company, government measures including import and export bans, pandemics, outbreaks of disease, war or threat of war, terrorism or threat of terrorism, sanctions legislation, riots, civil commotion, fire, flood, earthquakes, and so forth.
13.3 MONDIAZ is entitled to demand payment for the services performed in the execution of the relevant Agreement before the occurrence of the force majeure event becomes known.


14. Termination, Suspension, and Default
14.1 Buyer is not authorized to suspend the performance of its obligations under the Agreement towards MONDIAZ.
14.2 MONDIAZ has the right to terminate the Agreement immediately by written notice to Buyer, or to suspend its obligations:

a. If Buyer fails to fulfill its obligations under the Agreement, or if MONDIAZ has reasonable doubts in this regard, or if Buyer can no longer reasonably be expected to fulfill its obligations under the Agreement;
b. If there is a request for debt restructuring, admission to the Legal Debt Rescheduling Scheme for Natural Persons, bankruptcy, or dissolution of Buyer (or its business);
c. If Buyer decides to apply for its own bankruptcy or the dissolution of its business;
d. If there is a request for the appointment of a trustee, administrator, or supervisor regarding Buyer or part of Buyer's assets, or if such a request has been granted;
e. If Buyer has applied for or has been granted a moratorium on payments (surséance van betaling);
f. If there is a change in control over Buyer's activities through the issuance, transfer, or transfer of shares in the capital of the company in which Buyer operates, regardless of whether the merger rules of the Social and Economic Council (S.E.R.) – Merger Rules 2015 apply to the acquisition;
g. If there is a request to attach Buyer's goods or assets, or if such attachment is actually made;
h. If Buyer is a natural person and dies or becomes permanently incapacitated;
i. If Buyer's business activities are effectively discontinued;
j. If Buyer intends to offer a settlement/arrangement with creditors to avoid bankruptcy, moratorium on payments, debt restructuring, or debt rescheduling.

Under these circumstances, MONDIAZ's claims against Buyer become immediately due and payable.

14.3 In all cases where Buyer seriously considers that it cannot fulfill its obligations towards MONDIAZ, Buyer must immediately inform MONDIAZ thereof. In such cases, MONDIAZ is also entitled to terminate the Agreement as provided in this article.
14.4 In situations not mentioned in this article, the Agreement can only be terminated by mutual consent.
14.5 Termination does not relieve the parties of their obligations. However, upon termination: a. Buyer is immediately in default, and all MONDIAZ's claims against Buyer become immediately due and payable; b. all MONDIAZ's properties must be immediately returned.
14.6 MONDIAZ reserves the right to set off any debt owed to Buyer against any claim it has against Buyer, after notifying Buyer of this intention. Buyer waives the right to set off any debt owed to MONDIAZ against any claim it has against MONDIAZ.


15. Spare Parts
15.1 If MONDIAZ provides spare parts to repair a defect, the warranty period for these spare parts does not start anew. The warranty period of the original delivery remains unchanged.
15.2 To the extent that MONDIAZ is obligated under law or contract to supply spare parts for Goods previously delivered to Buyer or parts thereof, this obligation expires once MONDIAZ no longer has these spare parts in stock. MONDIAZ may, at its discretion, supply a comparable good or part instead of the spare part, provided it is suitable for the same normal use as the replaced Good or part.
15.3 In the case of supplying consumables, after the agreed warranty period has expired, MONDIAZ is not obliged to provide replacement consumables to repair a defect.


16. Intellectual Property
16.1 Buyer expressly acknowledges that all intellectual property rights in Goods, information displayed, communications, or other expressions regarding the Goods and/or the website belong to MONDIAZ, its suppliers, or other rights holders.
16.2 Intellectual property rights include patent, copyright, trademark, design, and model rights, and/or other (intellectual property) rights, including technical and/or commercial knowledge, methods, and concepts, whether or not patentable.
16.3 Buyer is prohibited from using or making modifications to the intellectual property rights as described in this article, such as reproduction, without the explicit prior written consent of MONDIAZ, its suppliers, or other rights holders, except for private use of the Goods themselves.
16.4 Buyer shall indemnify MONDIAZ against claims related to infringement of third-party intellectual property rights resulting from, for example, modifications of the Goods, application of the Goods in a manner not prescribed by MONDIAZ, or integration of the Goods with goods not supplied by MONDIAZ.


17. Privacy & Data Management
17.1 When Buyer places an order with MONDIAZ, personal data is included in MONDIAZ's customer database. MONDIAZ complies with national privacy legislation and will not disclose your data to third parties.
17.2 MONDIAZ respects the privacy of users of its website and ensures careful handling and security of personal data by employing current standard security procedures.
17.3 Buyer is entitled to access their personal data free of charge at any time and may request MONDIAZ to correct any inaccuracies.
17.4 Upon request from Buyer, MONDIAZ will delete their data from the database, provided that Buyer has fulfilled their (financial) obligations.
17.5 MONDIAZ uses a mailing list in some cases. Each mailing contains instructions on how to unsubscribe from the mailing list.
17.6 If MONDIAZ has provided login details for the ordering process, Buyer is responsible for safeguarding these details. These details are strictly personal and must not be transferred to others. Buyer is solely responsible for the consequences of careless handling of these details.
17.7 MONDIAZ's website may contain hyperlinks to third-party websites. MONDIAZ is not responsible for how these other sites handle visitor privacy, the content of these third-party websites, or the use of cookies by these third parties.


18. Confidentiality
18.1 Buyer agrees not to disclose or use for their own purposes any information that comes to their knowledge during the execution of the Agreement, the confidential nature of which is known to them or which they should reasonably suspect to be confidential. This includes refraining from disclosure through social media channels, except to the extent that any legal requirement or judicial decision obligates disclosure, or where it is necessary to preserve their rights in legal proceedings.
18.2 Buyer undertakes to impose this confidentiality obligation, as set out in this article, on persons working for or on behalf of them, or on third parties engaged by them or Buyer.
18.3 MONDIAZ has the right, in case of breach of the preceding provisions by Buyer and/or persons working for Buyer and/or third parties engaged by them, to suspend the execution of the Agreement or to terminate it immediately by written notice in accordance with the provisions of these General Terms and Conditions.
These clauses emphasize the importance of maintaining confidentiality regarding information learned during the execution of the Agreement, unless required by law or necessary to protect legal rights. Buyer is also responsible for ensuring that this confidentiality obligation is communicated to and respected by their employees or any third parties they engage.


19. Contract assignment
19.1 MONDIAZ is at all times entitled to transfer all its rights and obligations, or part thereof, related to or arising from the performance of the Agreement to a third party. Koper is only entitled to do so after MONDIAZ has given explicit written permission for this purpose.


20. Expiry of rights
20.1 Any claim against MONDIAZ, in any way related to or arising from the performance of the Agreement, expires after a period of one year, unless a different mandatory term applies, starting from the day of delivery of the Goods or unless otherwise agreed.


21. Applicable law and competent court
21.1 The Agreement and any legal relationships arising from or related to it between the Parties shall be governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
21.2 All disputes, even if a dispute is perceived as such by only one of the parties involved, shall be exclusively submitted to the competent court of the Gelderland district, located in Arnhem.