Terms of sale

GENERAL CONDITIONS OF SALE AND SERVICES

DEFINITIONS

• Customer is a legal entity that has registered an account for the use of the Hectool Marketplace and that places orders for the purchase of products via the Marketplace;

• Products are products or items that the Customer can purchase via the marketplace;

• Vendor is a third party manufacturer or reseller of the Products who is a co-operation partner of Hectool;

• User refers to both Vendor and Customer

• ORDER AND SCOPE

Any order on  the Hectool platform implies strict adherence by Users to these General Conditions of Sale and Services which shall prevail notwithstanding anything inconsistent therewith or contrary thereto in Customer’s order, Customer’s general purchasing conditions or any other document issued by Customer unless otherwise previously agreed by Hectool of which the Customer has been notified in writing.

The contract for the purchase of the Products including agreement on the price and delivery between the Vendor and the Customer is concluded once the Vendor accepts the order, by sending via e-mail an order confirmation to the Customer. Cancellation of orders is possible until the confirmation is sent out by Hectool.

Hectool has the right to not confirm orders placed by a Customer and the right to cancel an order at any time. Hectool may also cancel any sales transactions (confirmed orders) if there has been an error in the marketplace with pricing (e.g. shown price is unreasonably below average market price), the Product is no longer available or due to errors in the Products descriptions.

To exercise the right to cancel, you must inform us the following points:
- Name of company
- Street + number
- Postcode
- Town
- E-mail adress
- Phone number
of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail)

• REGISTRATION

Hectool marketplace is only offered to legal entities. To use the Hectool marketplace for placing orders registration is necessary. When creating an account in the marketplace, Users must provide accurate, complete and updated information. Users have the responsibility to keep its details up to date within the marketplace.

• DELIVERY

Delivery dates quoted on order acknowledgements are given as an indication only and are in no way a firm commitment on the part of Hectool to deliver by a certain date.

Unless otherwise agreed, the ordered Products will be shipped once Hectool has received full payment by the Customer. Depending on the pricing model shipping and packaging costs may apply, this information will be shown during the ordering process.

The estimated delivery date is calculated during the ordering process and displayed while browsing the products in the catalogue. Estimated delivery dates can be seen during the order review process and also in the order confirmation e-mail.

Consequently, no recourse may be brought by the User against Hectool due to late delivery and no order may be cancelled due to the same. Late delivery may neither allow to claim damages against Hectool due to disputes arising between the Users. Moreover, Hectool reserves the right not to deliver or to deliver only a part of the products ordered if forced to do so by virtue of force majeure (see chapter XI).

• USERS

Hectool grant the User the right to access and use the marketplace. Such right of access and use is non-exclusive and non-transferable.

Hectool disclaim any and all warranties, expressed or implied, in connection with the operation of the User, which is provided on an “as is” and “as available” basis. Hectool shall employ its best efforts to provide to the User a marketplace that is of the highest quality, safety and security, however Hectool cannot guarantee that access to the website and the processes involved in using the website will always be uninterrupted or error-free.

• CATALOGUE AND PRICE

The products and items that may be ordered by the Customers are included in the online Hectool catalogue. The prices of the products shown in the catalogue are shown in the local currency of the Customer and are indicative prices, exclusive of any taxes and shipping costs, unless indicated otherwise.

Hectool may change these prices at all times according to economic and monetary fluctuations, variations in raw material costs, and any unforeseeable circumstances that may occur between the placing of the order and its fulfilment. The Customer expressly agrees to waive any claims based on such unforeseeable events.

All images of products are for illustrative purposes only an may differ from the actual Products delivered. The Customer is aware that Hectool does not hold any products or items included in Hectool’s catalogue in stock.

The prices quoted and acknowledged by Hectool are valid for the quantity ordered, and should the quantity be altered, Hectool reserves the right to modify the unit prices accordingly.

• INSPECTION AT DELIVERY – COMPLAINTS – RETURNS

The Customer has an obligation to inspect delivered Products at delivery. Any claims that the delivered Products do not comply with the quantity requirements and any claims of visible damage to the Products or their packaging must be made immediately upon delivery and a relevant notice must be made to the waybill of Products or on an instrument of delivery and receipt of Products.

If the Customer claims that the delivered products are defective or damaged or if the delivery is incomplete, the customer has the right to lodge a complaint, it has the right to file a relevant grounded complaint with Hectool within 5 (five) business days from the moment of establishing any defects, but not later than 30 (thirty) days after delivery of the relevant products, unless a shorter period is determined by the Vendor.

Hectool is obliged to check whether the complaint is justified within 4 (four) business days from the moment of receiving the complaint, and if so, immediately employ measures to eliminate such deficiencies.

Returns will be handled on a case-by-case basis by Hectool. The Customer is not entitled to return non-defective Products without Hectool’s approval. Returning products is not possible in cases where the manufacturing or assembly of products took place according to the Customer’s special requirements.

The Products to be returned must be in their original packaging and unopened. Depending on the nature and price of the Product and on underlying agreements with the Vendor, fees of up to 75% of the Product price may apply. Shipping costs for Products being returned will be the responsibility of the Customer. Hectool will assess on a case-by-case basis whether the total costs of return (up to 75% of the product price and shipping costs) will be fully reimbursed to the Customer. In case of a defective or damaged product, Hectool will recover the costs from the Vendor again.

Hectool will undertake reasonable efforts and works in close cooperation with both the Customer and Vendor to ensure that each individual return transaction is solved in a fair and satisfactory manner.

Revocation

The Buyer may dissolve an agreement relating to the purchase of a product during a reflection period of 30 days without giving reasons. The Vendor may ask the Buyer about the reason for withdrawal, but may not oblige the Buyer to give his reason(s).

Exercising Your Right to Cancel

To exercise your right to cancel, you must inform us via e-mail (hello@hectool.com) or by regular mail via:

Initiatief van YB Group
Attn: Returns
Kinderhuissingel 6A
2013 AS Haarlem
The Netherlands

Including your decision to cancel this contract by a clear statement (e.g., a letter sent by post, fax, or e-mail). To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancel before the cancellation period has expired.

To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancel before the cancellation period has expired.

The reflection period d referred to in paragraph 1 starts on the day after the Buyer, or a third party designated in advance by the Buyer, who is not the carrier, has received the product, or:

a.

if the Buyer has ordered several products from the Company in the same order: the day on which the Buyer, or a third party designated by him, received the last product from the Company. Bol.com may refuse an order of multiple products with different delivery times on behalf of the Company, provided the Buyer has been clearly informed of this prior to the ordering process.

b.

If the delivery of a product consists of several shipments or parts originating from the company: the day on which the Buyer, or a third party indicated by him, received the last shipment or part from the company;

c.

in case of agreements for regular delivery of products during a certain period of time: the day on which the Buyer, or a third party designated by him, received the first product from the Vendor.

• CONDITIONS OF PAYMENT – DELAY IN PAYMENT OR DEFAULT

Except when otherwise stipulated in acknowledgments of receipt or invoices of the Vendors, all invoices are payable net within 30 days of the invoice issue date.

Any complaints concerning the fulfilment of any order do not entitle the Customer to withhold any payment when due.

Any delay in payment shall give rise, automatically and without formal notice, to the imposition of late payment penalties at the rate of fifteen percent (15%) of the amount incl. VAT indicated on the invoice (this rate however shall not be lower than the minimum laid down by the relevant legal provisions) and fixed compensation for recovery costs of fifty (50) euros or any other amount laid down by the relevant legal provisions. In addition, default of payment within the prescribed time and terms will immediately lead to the lawful termination of the remaining terms, and will, consequently, demand total payment of the outstanding debt without written notice or recourse to law, with the application of delay penalties and fixed compensation for recovery costs in the terms specified above.

Default of payment within the agreed terms and time authorizes Hectool to stop further deliveries and cancel all or part of the order(s).

• PROPERTY RESERVE CLAUSE

The Vendor reserves the property of Products delivered to its Customers until effective payment of their whole price in principal and accessories.

In case of total or partial non-payment of the price when due, whatever the cause, Vendors reserve the right to resume physical possession of the products without notice at the Customer's expense and risks. In this case, the customer undertakes, in particular, to actively participate to the establishment of an inventory of the products.

The Customer undertakes to inform its business partners of the existence of the present property reserve clause. Hectool can resume the unpaid products in the hands of every third party buyer or require from them the direct payment of their price. In the hypothesis where products would have been sold to a bona fide third party, the right of claiming of Hectool will apply first and foremost to the price received by its customer. In case of incorporation of products, the right of Hectool will apply, in proportion to their value, on the product into which they are incorporated, either toward the customer, or toward the third party buyer.

Notwithstanding any provision to the contrary, the products shall not be seized, pledged or their property shall not be transferred to a third party as a guarantee.

The previous provisions are without prejudice to the transfer of the risks to the customer as of the delivery of products. The customer undertakes to take all measures deemed suitable to preserve the products under its care, custody and control and in particular to take out adequate insurance cover, it being agreed that this latter could in no way imply any limitation of liability of the customer.

In case of export sale, the customer will have to, if necessary, carry out at his expenses, any formality which would be required, in the country of the products’ delivery, for the enforcement of the present property reserve clause.

• DESCRIPTION AND SPECIFICATION

Descriptions of the products and services including specifications in catalogues, price lists and publicity brochures only present the general nature of the products and services described. Hectool reserves the right to modify the products and services without prior notice.

• FORCE MAJEURE

Hectool shall not be liable for any failure to perform any of its obligations where such failure is a result of a force majeure event, in particular but not limited to: natural disasters, storms, floods, frost, fires, supply difficulties or disruptions, strikes or other labour conflict, epidemics, pandemics, communication or traffic channels dysfunction or interruption, regulations of government authorities prohibiting the convertibility or transfer of foreign currencies, the import, export or sale of the products or any delay in connection with cargo security requirements or with obtaining the necessary administrative authorizations in due time.

• INTELLECTUAL PROPERTY – CONFIDENTIALITY

Unless expressly agreed otherwise all intellectual property rights belonging to or developed by a User, together with any modifications, developments or derivatives thereof will remain vested in that User.

Users will retain title to the intellectual property of the projects, studies, drawings, models, objects and generally any technical documents that they produce or which are produced on its behalf. They may not be reproduced, disclosed or used without its prior written agreement.

Users agree not to use any documents in a manner that could infringe the industrial or intellectual property rights of any third party. Users shall keep confidential the written or oral information of Hectool which is disclosed directly or indirectly, even after the termination of the contractual relationship between the Customer and the Vendor

• ETHICS

Users shall not offer to Hectool employees, and Hectool employees will not accept or seek any gift, favour, hospitality or any other benefit for themselves or anyone else, from Users with which the employees have (or have had) business relations, which is likely to influence (or appear to influence) their ability to perform their duties in an impartial manner or constitute (or appear to constitute) a reward as part of their activities. Generally, the customer agrees not to participate in any action that is likely to be considered to constitute or have the appearance of constituting unlawful solicitation, fraud, active or passive bribery, or business practices deemed to be unethical or contrary to applicable legislation.

• PERSONAL DATA PROTECTION

Vendors may be required to collect personal data.

Vendors agree to comply with applicable laws and regulations governing the processing of personal data, particularly Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), which has been in force since 25 May 2018.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risks for the rights and freedoms of natural persons, Vendor and the Customer agree to implement appropriate technical and organizational measures to ensure a sufficient level of security and confidentiality for the data processed.

In addition, data subjects shall have the right of access, right to rectification, right to erasure and right to data portability in respect of their personal data. They may also withdraw their consent, object to the processing of their data (or exercise their right to restriction of processing) or define what should happen to their data after their death. Where User is the controller of such personal data, data subjects may exercise their rights by sending a written request to Privacy@hectool.com.

Data subjects can also lodge a complaint with the supervisory authority in their country of residence (https://edpb.europa.eu/about-edpb/about-edpb/members_en). In case of Netherlands, data subjects can contact: Autoriteit Persoonsgegevens, Hoge Nieuwstraat 8, P.O. Box 93374, 2509 AJ The Hague, The Netherlands.

• LEGAL DISPUTES

Users shall seek to amicably settle their dispute.

In case of failure to find an amicable settlement, any dispute arising from the interpretation of or action according to these general conditions of sale and services, and/or any order, even in the case of incidental request or involving several parties, shall be governed by and construed in accordance with the Dutch law and shall be exclusively subject to the jurisdiction of the Courts of Noord-Holland in The Netherlands.

The previous provisions are applicable to the international sales.

Any document of the customer drafted in another language than the English language will not be opposable, except express agreement of Hectool on the opposability. In case of discrepancy between an English language version and a version in another language, the English version shall prevail.

• DIVISIBILITY

If any provision of the present general conditions is or becomes invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the enforceability of the remaining provisions of the present general conditions which will stay completely in force.