​

Article 1 - Definitions

1. De Fabrikrant: the private limited company, De Fabrikrant Nederland B.V., located at (3316BG) Dordrecht, Wieldrechtseweg 26. Operating in the Netherlands under VAT number: NL 865442174B01 and Chamber of Commerce 90756371.

2. Environment: The Fabrikrant Webshop (www.defabrikrantshop.nl), the App (the App can be found in the App store and Play store), and any other application designated by De Fabrikrant.

3. Platform: the environment on which Business Sellers can offer their Items to Users.

4. User: any visitor of the Environment.

5. Terms of Use: these Terms of Use Business Sales via De Fabrikrant and the information as included on the website for our business sellers (see fabrikant.defabrikrant.nl)

6. Agreement: the agreement between the Business Seller(s) and De Fabrikrant.

7. Business Seller(s): a seller or dental manufacturer who meets the requirements as determined in article 2 of these Terms of Use.

8. Fulfillment center: the private limited company, Dentalair Consumables B.V., located at (3316BG) Dordrecht, Wieldrechtseweg 26, or any other fulfillment center designated by De Fabrikrant.

9. Sales account: the account created by the Business Seller on the Platform.

10. Items: all products, falling within the product categories designated by De Fabrikrant from time to time (found on fabrikant.defabrikrant.nl), of which De Fabrikrant has indicated that they may be offered by Business Sellers in the Environment.

11. Customer: a User of the Environment who proceeds to purchase an Item via the Environment.

12. Purchase Agreement: the agreement concluded between the Business Seller and a Customer due to the Customer's purchase of an Item from the Business Seller via the Environment.

13. General Terms and Conditions: the General Terms and Conditions for purchasing from Business Sellers via De Fabrikrant.

14. Content: (a part of) the specifications of Items in the Environment, which specifications and Items can be adjusted by De Fabrikrant at all times, consisting of, among other things, text, images, and technical specifications.

15. Total price: price including VAT, shipping costs, and, if applicable, disposal contribution and all other potentially government-imposed amounts charged to the Customer.

16. De Fabrikrant Brands: the Fabrikrant word and image marks and trade names, as well as other distinguishing marks.

17. Fee: the commission charged by De Fabrikrant to the Business Seller, as outlined in the quotation and Agreement.

18. Selling price: price excluding VAT and shipping costs.

19. Public holiday(s): for Business Sellers registered with the Chamber of Commerce in the Netherlands: New Year's Day (January 1), second Easter Day (variable dates), King's Day (April 27), Liberation Day (once every five years (start date May 5, 2020)), Ascension Day (variable dates), second Pentecost Day (variable dates), Christmas (December 25, 26).

 

Article 2 - Sales Account

1. Every Business Seller must create a Sales Account before they can offer and sell Items via the App.

2. Registration as a Business Seller implies acceptance of the Terms of Use and the obligation to comply with the Terms of Use and the information on the website for business sellers.

3. In order to act as a Business Seller, the Business Seller must: 
   1. have a valid VAT number;
   2. have a login account on the Platform;
   3. have created a Sales Account on the Platform;
   4. confirm in writing that the Terms of Use have been accepted;
   5 confirm in writing that the (indirect) director(s), shareholders, or ultimate beneficial owner of the Sales Account have not been involved with another Sales Account that has been closed under Article 13; 

4. The Business Seller is entitled to offer Items on the Platform in accordance with the Terms of Use from the creation of the Sales Account.

5. The Business Seller may only participate with one legal entity per Sales Account.

6. The Business Seller is fully responsible at all times for the use of the Sales Account and for those who gain access to the Sales Account. In case of improper use of the Sales Account, this is at the expense and risk of the Business Seller, and De Fabrikrant is indemnified against any claims in that regard. De Fabrikrant is at all times authorized to suspend the use of the Sales Account by the Business Seller for its own reasons, subject to the provisions of Article 13 of the Terms of Use.

7. If the Business Seller fails to meet any payment obligation to De Fabrikrant, whether or not under these Terms of Use, De Fabrikrant is entitled to suspend the use of the Sales Account by the Business Seller (in accordance with Article 13 of the Terms of Use) until the payment obligation has been fulfilled.

8. The Business Seller is responsible for the accuracy of the data in their Sales Account.
    

Article 3 - Offer

1. The Business Seller can only offer new Items that are provided with a CE marking and comply with the applicable laws and regulations including, but not limited to, Regulation 2017/745 on medical devices (MDR), Regulation 1907/2006 on Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), and the Medicines Act.

2. De Fabrikrant is solely entitled to determine which product categories and/or subcategories may be offered on the Platform from time to time and/or added to the Platform, as well as from which moment this is possible. De Fabrikrant is also entitled to remove product categories and/or subcategories from the offering on the Platform, without the Business Seller being entitled to any rights against De Fabrikrant as a result thereof. De Fabrikrant reserves the right to exclude certain Items from the product categories and/or subcategories without specifying reasons.

3. The product categories and/or subcategories opened by De Fabrikrant are listed on the website for Business Sellers (fabrikant.defabrikrant.nl), which website, including the product categories and/or subcategories, can be unilaterally changed by De Fabrikrant from time to time in accordance with Article 16 section 3 of the Terms of Use.

4. De Fabrikrant is free to, with reason given, no longer allow the Business Seller to offer certain Items on the Platform. The Business Seller shall immediately cease and refrain from offering the relevant Item upon De Fabrikrant's first request. If the Item is still offered on the Platform nevertheless, De Fabrikrant is entitled to remove the offer of the respective Item from the Platform and the App itself, without leading to any liability of De Fabrikrant.

5. De Fabrikrant is entitled to refuse to include the offer or certain information provided by the Business Seller regarding the offer on the Platform or to remove it from the Platform if, in the opinion of De Fabrikrant, this information is incorrect or misleading, is in violation of these Terms of Use, or may, in the opinion of De Fabrikrant, be harmful to the good name of De Fabrikrant, the Platform, or third parties.

 

Article 4 - Customer Relationship

1. A Customer can place an order for an Item or Items offered by the Business Seller through the normal ordering process in the App. If a Customer on the Platform proceeds to purchase an Item offered by the Business Seller, a Purchase Agreement is established between the Business Seller and the Customer. The Business Seller is obligated to use the General Terms and Conditions, which are attached as Annex 1 to these Terms of Use and form an integral part hereof, regarding the Purchase Agreement with the Customer. The Business Seller ensures that the Customer accepts these General Terms and Conditions before placing an order.

2. The Business Seller is not permitted to apply its own general terms and conditions to the Purchase Agreement.

3. The Business Seller acknowledges that De Fabrikrant is not a party to this Purchase Agreement. However, Customers must accept the General Terms and Conditions before they can proceed to conclude a Purchase Agreement with the Business Seller via the Platform. These General Terms and Conditions apply between De Fabrikrant and the Customer and concern the service to be provided by De Fabrikrant, being the Platform, and the use thereof by the Customer. De Fabrikrant is entitled to amend the General Terms and Conditions from time to time.

4. The Business Seller is responsible for fulfilling the Purchase Agreement correctly at their own expense and risk. The Business Seller acknowledges that, in accordance with the provisions of these Terms of Use and the General Terms and Conditions, the Customer may turn to De Fabrikrant. The Business Seller shall indemnify De Fabrikrant against any claims from the Customer and/or third parties regarding costs and/or damages, arising from or related to the conclusion and/or execution of the Purchase Agreement.

5. The Business Seller is obliged to ensure that their offer and the execution of the Purchase Agreement comply with the applicable laws and regulations and the General Terms and Conditions. The Business Seller is not entitled to deviate from this, or to conclude the sale with a Customer outside the Platform.

6. De Fabrikrant sends Customers an order confirmation by email after the Purchase Agreement has been concluded. By this, the Business Seller irrevocably authorizes De Fabrikrant to communicate directly with the Customer on behalf and at the expense and risk of the Business Seller without De Fabrikrant becoming a party to the Purchase Agreement.

7. The so-called 'aftersales', including but not limited to warranty and handling of returns, is entirely at the expense and risk of the Business Seller. De Fabrikrant acts only as an intermediary. If De Fabrikrant receives a question or complaint from the Customer about an Item from the Business Seller, De Fabrikrant will notify the Business Seller thereof as soon as possible. The Business Seller guarantees that any questions or complaints received from Customers or forwarded by De Fabrikrant within twenty-four (24) hours after dispatch will be answered. Saturdays, Sundays, and Public Holidays are not counted towards this timeframe.

​

Article 5 - Ordering and Delivery

1. After the Customer has received an order confirmation, De Fabrikrant sends a packing slip with the order to the Fulfillment center. Subsequently, the Fulfillment center takes care of delivering the Items to the Customer.

2. The Business Seller acknowledges and accepts that only orders with a Dutch delivery address can be accepted via the Platform.

 

Article 6 - Payments

1. The Business Seller owes De Fabrikrant a variable Commission for each Item sold via the Platform, except in case the Purchase Agreement is dissolved by a Customer within the period as mentioned in the General Terms and Conditions. The amount of the variable Commission is specified in the Agreement between the Business Seller and De Fabrikrant.

2. In addition to the variable Commission, the Business Seller owes De Fabrikrant a fixed Commission per agreed period per listed Item. The amount of the fixed Commission is specified in the Agreement between the Business Seller and De Fabrikrant. This fixed Commission is invoiced to the Business Seller prior to the provision of services by De Fabrikrant to the Business Seller. The Business Seller shall settle this invoice within thirty (30) days of the invoice date, unless otherwise agreed in writing. In case of late payment, De Fabrikrant is entitled to charge the statutory commercial interest to the Business Seller. Furthermore, in such a case, De Fabrikrant is entitled to charge extrajudicial costs amounting to 15% of the amount to be collected from the Business Seller, with a minimum of €150.

3. De Fabrikrant will arrange the Platform in such a way that Customers pay the Total Price and/or Selling Price to De Fabrikrant. De Fabrikrant will collect the payments from the Customers. In principle, De Fabrikrant reserves the right to reject Customers at all times. The Business Seller grants De Fabrikrant the irrevocable right to collect the Total Price and any other claims arising from the Purchase Agreement from the Customers. The Business Seller hereby waives its rights to collect these payments.

4. The Business Seller is not entitled to accept payments made directly by the Customer to them. In such a case, the Business Seller shall refund the received amount to the Customer and inform the Customers that payment can only be made to De Fabrikrant. The Business Seller hereby accepts that a payment made by a Customer to De Fabrikrant releases the Customer from their obligation to pay the Business Seller.

5. If a Purchase Agreement is dissolved, De Fabrikrant will refund the payment directly to the Customer within the period as specified in the General Terms and Conditions. If the Business Seller has already received payment for this Purchase Agreement from De Fabrikrant, De Fabrikrant is entitled to recover this amount from the Business Seller. If a Purchase Agreement is dissolved after the period as specified in the General Terms and Conditions, the Customer must contact the Business Seller directly to receive a refund. De Fabrikrant is not a party to this and is not involved in refunding the amount paid by the Customer and/or exchanging the respective Item. De Fabrikrant is not obliged to reimburse any amount to the Business Seller for a Purchase Agreement that is dissolved after this period, and De Fabrikrant is entitled to retain the commission and/or the fixed and/or variable Commission.

6. De Fabrikrant will deposit the payments received from the Customer to the bank account provided by the Business Seller after deduction of the Commission as determined in Article 6.1 of these Terms of Use and any adjustments pursuant to Article 6.7 of these Terms of Use. Payment will be made by De Fabrikrant once a month, in principle. De Fabrikrant will issue an invoice for these payments.

7. If an order is not received by the Customer five (5) working days after the agreed delivery date, or after the last day of the agreed delivery period, De Fabrikrant will consider the order as not delivered. The Customer is then not obliged to make any payment, and no payment will be made to the Business Seller. If the Business Seller has already been paid, De Fabrikrant may offset the amount paid pursuant to Article 6.6 of these Terms of Use against future claims of De Fabrikrant against the Business Seller.

8. De Fabrikrant is entitled to postpone the payment to the Business Seller if, in the opinion of De Fabrikrant, this is necessary to protect its Platform, Customers, third parties, or good name, or if there is a suspicion that the Business Seller is acting in violation of these Terms of Use, including but not limited to situations where there are indications that ordered and paid Items will not be delivered to Customers due to scarcity or fraudulent activities.

9. All amounts receivable by the Business Seller under these Terms of Use are immediately due and payable. De Fabrikrant is entitled to offset all amounts receivable by the Business Seller under these Terms of Use, or receivable amounts under any other agreement concluded with the Business Seller, against the next payment received by De Fabrikrant as specified in Article 6.6. De Fabrikrant may also choose to send an invoice for these amounts to the Business Seller, which the Business Seller must settle within the term specified on the invoice. If De Fabrikrant decides not to offset, it may suspend the payment specified in Article 6.6 as long as the Business Seller owes De Fabrikrant amounts under these Terms of Use, the Agreement, or any other agreement concluded with De Fabrikrant.

 

Article 7 - Promotion Service

1. De Fabrikrant® also offers a 360-degree marketing platform aimed at reaching the target audience of the Business Seller as efficiently as possible. After each offer, Fabrikrant provides the Business Seller with the opportunity to access the data analysis through Fabrikrant's insight tool. The Business Seller cannot derive any rights from this information, and Fabrikrant does not guarantee the accuracy of this information.

2. Additionally, a physical newspaper of Fabrikrant appears a few times a year, featuring news and deals from business sellers. For each product promotion, there is always one opportunity to appear with news and deals in the physical newspaper. Fabrikrant is never liable for typographical or printing errors in the physical newspaper.
    

Article 8 - Use of Content

1. If the Business Seller offers Items through the Platform that are included in Fabrikrant's product range, an image along with relevant information will be displayed by Fabrikrant when presenting the offering of the respective Item by the Business Seller in the App.

2. The Business Seller only obtains the non-exclusive, non-transferable right to use the Content in accordance with these Terms of Use and solely for the purpose of sales via the Platform. The Business Seller will always promptly follow all possible instructions given by Fabrikrant. The Business Seller will not exercise this right in a misleading or detrimental manner to Fabrikrant. If the Business Seller makes changes to existing Content, these changes must comply with the content requirements set forth by Fabrikrant in this article, which requirements may be changed by Fabrikrant from time to time, while article 16 section 3 of the Terms of Use is considered.

3. If the Business Seller wishes to offer Items on the Platform for which Fabrikrant has no available information, the Business Seller must provide Fabrikrant with the required (product) information. This (product) information must comply with the content requirements set forth by Fabrikrant in this article, which requirements may be changed by Fabrikrant from time to time, while article 16 section 3 of the Terms of Use is considered.

4. The Business Seller guarantees that: a. The Item descriptions do not contain references to discounts, warranty schemes, "sales pitches," or other products; b. The Item descriptions do not contain URLs to own or other websites; c. The images do not contain discount labels, watermarks, company names, and/or company logos; d. The provided (product) information complies with applicable laws and regulations; e. The provided information does not infringe on the rights of third parties, including but not limited to intellectual property rights (e.g., trademark rights and copyrights); f. The provided (product) information does not incite, contribute to, encourage, or provide instructions for committing terrorist offenses or participating in the activities of a terrorist group; g. The (product) information provided by them is in the Dutch language.

5. The Business Seller hereby grants Fabrikrant a non-exclusive, transferable license, at no cost, to use, reproduce, and publish the (product) information obtained from the Business Seller indefinitely, worldwide, and in all media, now known or developed in the future. The Business Seller guarantees that they are authorized to grant this license (if applicable, already now).

6. Fabrikrant is entitled at all times to remove, modify, or adapt the provided (product) information.

7. Fabrikrant is not obligated to use the (product) information provided by the Business Seller or to display this (product) information on the Platform.

8. The Business Seller must provide the (product) information to Fabrikrant according to the conditions as stated on the website for Business Sellers (fabrikant.defabrikrant.nl).

9. The Business Seller fully indemnifies Fabrikrant for all damages and/or costs of any kind arising from the non-fulfillment of one or more obligations from this article 8.

 

Article 9 - Data

1. By opening a Sales Account and accepting the Terms of Use, De Fabrikrant® gains access to the filled-in company details of the Business Seller. Fabrikrant has insight into the offering data, including product data. This includes the EAN code, product category, selling price, and product description. If the Business Seller has sold Items, Fabrikrant also has insight into the order data (such as turnover including and excluding VAT, sales volume, name, address, and place of residence (hereinafter: "NAW data"), performance data (such as returns and cancellations), and customer case data (such as customer number and category of customer inquiry). Fabrikrant also has access to the data of all Business Sellers on the Platform. This information is used to assess the scope of the Platform.

2. The Business Seller has access to their own data generated by them, including offering data, product data, order data, performance data, and customer case data. Fabrikrant has access to all data provided by Business Sellers. Business Sellers only have access to data provided by themselves or generated by the sale of their Items. They do not have access to data of other Business Sellers, for privacy, business confidentiality, and competition law reasons.

3. Some data generated by Fabrikrant on the Platform is provided to third parties to enable them to map the online sales market. This concerns information about (parts of) the online sales market that cannot be traced back to individual Business Sellers. The data shared with third parties is limited to turnover and sales volume figures for a selected period. Fabrikrant provides this information based on a legal obligation or for commercial reasons.

 

Article 10 - Privacy

1. Fabrikrant only provides the Business Seller with the personal data of the Customers (hereinafter: "Customer Data") to the extent that this Customer Data is necessary for the Business Seller to fulfill the Purchase Agreement, including the so-called after-sales obligations, or when the Customer has given consent for this. This includes at least the NAW data and the telephone number.

2. The Business Seller guarantees that they will only contact Customers in connection with the execution of the Purchase Agreement and the obligations arising from the Purchase Agreement, and they will never commercially exploit or use Customer Data. The Business Seller will only use the Customer Data and include it in one of its databases to fulfill its obligations as mentioned above and to comply with its accounting obligations. Even after termination of the Sales Account, the Business Seller is not entitled to commercially exploit or use Customer Data. In case of violation of the provisions of this article, the Business Seller is liable for all damages suffered by Fabrikrant.

3. The Business Seller will treat all Customer Data in accordance with all applicable laws and regulations (including but not limited to the General Data Protection Regulation).

4. Fabrikrant does not guarantee the accuracy of the (personal) data provided by Customers.

 

Article 11 - Warranties and Obligations

1. The Business Seller declares and guarantees that they are authorized to accept, comply with, and grant the rights under these Terms of Use.

2. The Business Seller guarantees that:

3. Only Items that are in stock with the Business Seller will be offered.

4. Only Items will be offered in the product categories opened by Fabrikrant.

5. The Items and the offers are not misleading or otherwise in violation of applicable laws or regulations, that they are authorized to offer these Items for sale on the Platform and to dispose of them, and that the offered Items are always the original Items and not counterfeit items.

6. The offer on the Platform will comply with Dutch laws and regulations.

7. The Items offered function properly and do not have any defects.

8. The Items offered and the (product) information provided by them do not infringe on any rights (such as, but not limited to, intellectual property rights).

9. The actions of the Business Seller and/or Items of the Business Seller will not harm the reputation and/or image of Fabrikrant.

10. They act in accordance with the General Terms and Conditions and all applicable laws and regulations.

11. The provided (product) information does not incite, contribute to, encourage, or instruct in the commission of terrorist offenses or promote participation in the activities of a terrorist group.

12. All information provided by the Business Seller (including in the Sales Account) is correct and complete.

13. They always act in accordance with the guidelines and instructions of Fabrikrant regarding the installation and use of the Platform.

14. The Business Seller will indemnify Fabrikrant against claims from the Customer and/or third parties for costs and/or damages resulting from the Business Seller's failure to meet the warranties of this article.

15. The Business Seller is not allowed to include advertising materials with the delivery of Items to Customers or otherwise deliver commercial messages to Customers.

 

Article 12 - Intellectual Property Rights

1. Fabrikrant obtains the non-exclusive, non-transferable right to use the visual and word trademark of the Business Seller as long as the Business Seller offers Items on the Platform, as well as in communication and advertising materials in all media for the purpose of (the offering of) the Platform.

2. The Business Seller acknowledges that all (intellectual property) rights concerning the App, the design, the Content, and all Fabrikrant Trademarks and logos are owned and remain owned by Fabrikrant and may not be used by the Business Seller in any way without the prior written consent of Fabrikrant. The Business Seller will always fully respect the intellectual property rights and all other exclusive rights of Fabrikrant and third parties.

3. The Business Seller shall not, under any circumstances, register a trademark or domain name containing the element Fabrikrant or a similar element or logo in their own name, without the prior written consent of Fabrikrant. Prior written approval from Fabrikrant is required for any use of Fabrikrant Trademarks and/or logos by the Business Seller.

 

Article 13 - Limitation, Suspension, and Termination of Agreement and/or Sales Account

1. Fabrikrant reserves the right, at all times and without giving any reason, to refuse to grant a Sales Account to a Business Seller and/or to impose additional requirements for granting a Sales Account.

2. An already created Sales Account may be blocked, suspended, or terminated by Fabrikrant at any time, with reasons provided. This will be the case, for example, if Fabrikrant suspects a breach of one or more of the obligations applicable to the Business Seller under the Agreement and/or these Terms of Use, if there is evidence of fraud, if the Business Seller leaves Fabrikrant's invoices unpaid, if there is infringement of intellectual property rights of Fabrikrant or third parties, if the use of the Sales Account disrupts the proper functioning of Fabrikrant's App or if, in Fabrikrant's opinion, it may be harmful to the reputation of Fabrikrant or third parties. This is also the case if a director of the Sales Account has been involved in another Sales Account that has been closed due to violation of these Terms of Use.

3. In the event Fabrikrant decides to terminate a Sales Account, Fabrikrant will observe a notice period of one (1) month, except in the situations described in paragraph 4 of this article.

4. Fabrikrant is entitled to terminate the Sales Account of the Business Seller and terminate the Agreement in writing with immediate effect, without any judicial intervention being required, if the Business Seller: i) fails to fulfill one or more of its obligations to Fabrikrant, ii) is declared bankrupt, iii) applies for a moratorium on payments.

5. Fabrikrant is also entitled at all times to discontinue the functionalities associated with a Sales Account or the status of being a Business Seller.

6. The Business Seller may request to close the Sales Account at any time by sending an email to the Manufacturer Service department of Fabrikrant (email address: fabrikant@defabrikrant.nl) one (1) month before the desired termination date.

 

Article 14 - Consequences of Termination of Agreement and/or Sales Account

1. If the Agreement and/or the Sales Account is terminated for any reason: a. The Sales Account will be blocked. b. The Business Seller is no longer entitled to use the Content, the Articles, and the Fabrikrant brands (to the extent that right existed).

2. The Business Seller cannot claim any compensation from Fabrikrant in connection with the termination of the Agreement and/or the Sales Account by Fabrikrant, and the Business Seller hereby waives any right to (damages) compensation.

3. The data/information that Fabrikrant has received from the Business Seller remains in the possession of Fabrikrant at all times, regardless of whether the Sales Account is still active or inactive/terminated.

 

Article 15 - Liability

1. The Business Seller is fully responsible and liable for the use of the Sales Account and all resulting agreements.

2. The Business Seller fully indemnifies Fabrikrant for all damages and/or costs of any nature arising from: i. Claims from third parties, including but not limited to Users and/or Customers; ii. The non-compliance with one or more obligations under these Terms of Use by the Business Seller.

3. Unless there is intent and/or gross negligence on the part of Fabrikrant, Fabrikrant is in no way liable for damages and/or costs of any nature to the Business Seller in connection with the use of the Platform, the Sales Account, the Content, and/or the Articles, such as - but not limited to - damages and costs resulting from the improper functioning of the Platform, technical malfunctions, incorrect Content information, etc.

4. In the event the exclusion of liability as referred to in Article 15, paragraph 3 of the Terms of Use is declared wholly or partially void by a competent court, or is annulled, the parties hereby agree that Fabrikrant shall only be liable for the directly demonstrable damages/costs (excluding consequential/indirect damages/costs), and this liability for such direct damages/costs in total shall never exceed €500 (five hundred euros) per year.

 

Article 16 - Miscellaneous

1. The Business Seller shall never represent itself as an agent or representative of Fabrikrant and shall in particular not make commitments or obligations on behalf of Fabrikrant. The Business Seller fully indemnifies Fabrikrant for all damages and/or costs of any nature arising from the non-compliance with this article.

2. The Business Seller is not entitled to transfer (a part of) its Sales Account and/or rights under the Agreement to a third party, unless Fabrikrant has given its prior written consent.

3. Fabrikrant is entitled at all times to change these Terms of Use and the website for Business Sellers. Fabrikrant informs Business Sellers 15 days, or such longer period as Fabrikrant deems reasonable for the Business Seller to make technical and commercial adjustments, prior to the entry into force of the amended Terms of Use. During this period, the Business Seller may terminate its Sales Account as a result of the proposed changes by sending an email to fabrikant@defabrikrant.nl. The changes will not take effect until after the expiry of the aforementioned period. The amended Terms of Use will be published on Fabrikrant's website (see fabrikant.defabrikrant.nl). If a Business Seller continues to use its Sales Account after being notified of the amended Terms of Use, it thereby accepts the applicability of the amended Terms of Use and/or the website for business sellers and waives its right to terminate. It is therefore advisable to consult the Terms of Use and the website for business sellers before using the Sales Account.

4. The notice period of at least 15 days set forth in paragraph 3 of this article does not apply if Fabrikrant amends the Terms of Use i) based on a legal obligation or ii) to address an unforeseen imminent danger related to protection against fraud, malware, spam, privacy breaches, and abuse of personal data or risks related to cybersecurity. The amended Terms of Use shall then take effect immediately after notification and publication.

5. If any provision of these Terms of Use should be contrary to applicable law, such provision shall be modified to comply with the applicable law, as far as possible while respecting the purpose of the relevant provision.

6. The Business Seller agrees that Fabrikrant may inform it from time to time by email at the email address known to Fabrikrant about the use and possibilities of the Platform and/or Sales Account, such as but not limited to the operation and (possible new) (application) possibilities of the Platform and/or the Sales Account (so-called service emails).

 

Article 17 - Applicable Law and Jurisdiction

1. These Terms of Use and Agreements are exclusively governed by Dutch law.

2. All disputes arising out of or relating to these Terms of Use and/or an Agreement shall be exclusively submitted to the competent court of the District Court of Rotterdam, location Dordrecht.

 

 

 

​