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Terms & Conditions

Market Direct Distribution Terms & Conditions

1. TERMS AND DEFINITIONS:

The following expressions shall have the meaning hereby assigned to them unless the context would obviously require otherwise:

  • "MDD" means Market Direct Distribution BV and any of its affiliates providing goods or services to the Client.
  • "Client" means a person or an entity and any of their affiliates, to whom MDD provides goods or services, and more specifically the party to whom MDD has made a Quotation or from whom MDD has received an order, or to whom MDD has made an Order Confirmation or with whom MDD has otherwise entered into a relationship wherein MDD is the supplier of Products and/or Services and legal successors in title to the Client and any assignee of the Client approved by MDD.
  • Affiliate" means any person or entity that MDD or the Client controls either directly or indirectly. These Terms and Conditions are applicable to MDD's and to the Client's affiliates. MDD has the exclusive right to confirm whether or not an entity is affiliated.
  • "Conditions" means the present General Terms and Conditions.
  • "Products" means  goods such as  fruit and vegetables, nuts, herbs and spices, dairy products, alcoholic and non-alcoholic drinks, cosmetics and beauty products, and all other goods and works that have been or will be supplied from MDD to the Client.
  • "Services" means the services from MDD to the Client specified in the Contract or pursuant thereto, such as – if applicable – consulting, support with promotional material, setting up points of sales, as well as the commercial mediation and distribution of the Goods.
  • "Force Majeure" means an event or circumstance that makes it impossible or extremely difficult (so much so that it is unreasonable to require the debtor to attempt to overcome such obstacle in view of its capabilities, costs and risks) for a party to perform one or more of its obligations under the Transport Order.
  • "Contract" means the Contract concluded between MDD and the Client as confirmed in MDD’s order confirmation, either by acceptance of the quotation by the Client or otherwise. Until the Contract has been concluded between the Parties, the word “Contract” used in these Conditions shall mean the Quotation.
  • "Quotation" means the quotation made by MDD to Client. In case a quotation is explicitly market “Budgetary Quotation” it is for information purpose only.
  • "Parties" means MDD and the Client collectively.
  • Words indicating the singular only also include the plural and vice versa, where the context so requires. The headings of the Articles are for convenience only and shall not affect their interpretation.

2. APPLICABILITY:

  1. The  Conditions exclusively apply to any present and future requests for Proposal, Quotations, Orders, Contracts, Invoices and other legal relationships between MDD and the Client which concern the supply and delivery of Products and/or Services by MDD to the Client.
  2. The Conditions shall be applicable in so far as in a specific agreement itself it is not expressly stipulated otherwise in writing.
  3. The applicability of any general terms and conditions of the Client is expressly rejected by MDD.
  4. If upon acceptance of the Quotation or otherwise the Client declares its general conditions applicable, the reference to these Conditions contained in MMD's Quotation and Order Confirmation shall be seen as the only reference made and these Conditions shall be applicable. The general conditions of the Client shall never be applicable.
  5. The fact that the Client has received a confirmed order/offer/contract/ quotation from MDD implies the irrevocable and unconditional acceptance of the Conditions by the Client.
  6. If the Client does not agree to these conditions, it may withdraw from dealing with MDD within two (2) working days from receiving a clear reference to the applicability of the Conditions in any agreement, quotation, order confirmation, offer, email, or any other written form, or from receiving a copy of the Conditions in whatever form or media such as but not limited to, email, post, link sharing or personal delivery.
  7. The Client may request an amendment to one or more clauses of the Conditions, without the ability to reject the Conditions in full. If the Client's request was not approved in writing by the Distributor within one (1) working day, this request is considered rejected. If the Client entered into the engagement with MDD without receiving the approval of MDD for his request for amendment, this will be clearly considered as a tacit acceptance of the Conditions in full by the Client and a withdrawal of his request of amendment.
  8. Any deviation from these Conditions is only possible by further written agreement signed and approved by MDD.
  9. At the latest two (2) working days after receiving these Conditions or receiving a document with a clear reference to their applicability, these Conditions shall be regarded as accepted.
  10. In the event of a conflict between these Conditions and the specifically agreed written provisions signed by the Parties, such specifically agreed written provisions take priority over the contradictory clauses within these Conditions.

3. QUOTATION:

  1. Unless otherwise mentioned in the Quotation, the Quotation shall be valid for a period of fifteen (15) days.
  2. In case the Quotation is explicitly market “Budgetary Quotation” it is not binding in any way and only for information purpose.
  3. A project Quotation is drawn up according to the written specifications handed to MDD by the Client. The Client shall remain solely liable for any errors or inaccuracies, which might occur in these specifications.

4. ACCEPTANCE OF QUOTATION:

  1. The Client is solely responsible for informing himself of the technical and commercial characteristics of the quotation.

5. ORDER CONFIRMATION:

  1. The Contract is only formed after acceptance by MDD of the Client's order by written Order Confirmation, dispatched within maximum 2 weeks of receipt of this Order.
  2. Only the Specification, the price and conditions as marked on the Order Confirmation shall be of contractual value and shall bind the Parties. Consequently, documents exchanged between MDD and the Client prior to the Order Confirmation may not be considered contractual documents.
  3. Any claim with regard to the Order Confirmation shall be made within a period of 1 (one) working day from the Order Confirmation date. Once this time limit has elapsed the Contract is definitively concluded, under the conditions marked in the Order Confirmation.
  4. The Order Confirmation date, plus 1 working day, will be considered the Contract Effective Date in case no claims are received.
  5. In case a claim is received before the Contract Effective Date, both parties shall Endeavour to settle this difference as soon as possible. The Contract Effective Date will be delayed until such agreement is reached.
  6. The Contract conditions and in particular those relating to prices and delivery dates may only be modified by common written consent between MDD and the Client..

6. PRICE AND PAYMENT

  1. The price and delivery of the Products shall take place according to the Inco term as referred to  in the sales order. Any Inco terms referred to shall be based on the most recent version of the Inco terms as issued from time to time by the International Chamber of Commerce. Unless otherwise agreed in writing, the price is based on MDD's Inco term delivery.
  2. If the sales order does not refer an Inco Term, all prices quoted by MDD shall be understood EX WORKS (MDD Warehouse), excluding non-standard packaging charges, withholding tax, value-added tax, other customs duties, transport and transport insurance and other charges named by MDD.
  3. MDD, not having the right to increase its profits, shall have the right to increase the   stated  and/ or agreed prices in the event of an increase in prices of goods, raw material or parts to be obtained by third parties, wages, tax increases, freight, insurance premiums, or other cost price factors (including charges in foreign exchange) and charges (including import and transit duties).
  4. MDD shall pass the costs stipulated in the introduction and/or increase of import duties, VAT and other taxes and levies on the product, the requisite raw and/or ancillary materials, the delivery or any other increase of costs occurring after the conclusion of the agreement on to the  Client in full.
  5. Without prejudice to other terms in specific agreements, MDD , reserves at its sole discretion the right to request security or suitable guarantees from the Client to ensure the due payments and to vary the terms or method of payment before continuing with or delivering products in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Client.
  6. If the Client refuses to abide by this, MDD reserves the right to cancel the whole order or a part thereof without prior warning, even if all or part of the Products have already been dispatched. In such a case, the Client shall be prohibited from receiving the dispatched Products or he shall have to return the Products to MDD based on its request, and MDD may dispose of the said Products at its own discrepancy, including but not limited to sell those Products to any other client.
  7. The prices are exclusive of VAT, unless otherwise mentioned.
  8. Prices are quoted and payments shall be made in Euro unless stated otherwise.
  9. If and insofar prices are related to periodical payments, such as in the case of service contracts, MDD has the right to change the prices as per the price fluctuation at the international market. MDD shall take into account a notice period of seven (7) days for such price changes. In the event such a price change results in a price raise higher than 15% (fifteen percent), the Client shall have the right to terminate the Contract which termination shall have to take place by registered letter to be received by MDD.
  10. The Client shall make all payments to MDD in accordance with the payment terms mentioned in the Contract. Invoicing shall take place upon delivery Ex-Works thereof and invoicing and payment of the Service shall take place upon performance thereof.
  11. Payments have to be made by direct bank transfers at the bank account as stated in the Invoice. If no time period is indicated on the invoice, the Client is obliged to pay the purchase price, in full without any deduction whatsoever, within fifteen (15) calendar days after the invoice date.
  12. If the payment period is exceeded, MDD is entitled, subject to the assertion of higher default damages, without a reminder to demand default interest of 12 % of the invoiced amount over the currently valid base rate. In addition, by the mere expiration of the due date, a penalty equals to the actual damage suffered by MDD shall be paid by the Client or, without proof of damage, 10%  of the due amount with a minimum of 500,00 EUR, and shall be payable by the Client, automatically and without notice of default. 
  13. In the case of absence or suspension of payment, after formal notice by MDD which has remained without effect for 15 (fifteen) days, MDD reserves the right to suspend its own obligations until the overdue payment plus interest for delays and all other related charges such as: legal cost, collection charges, etc. are received.
  14. MDD reserves the right to use payments to settle the oldest invoice items    and/or the default interest and costs apportioned to these in the following order: costs, penalty, interest,  main demand.

7. TITLE AND RISK, TRANSPORTATION, STORAGE AND INSURANCE

  1. Risk of loss of and damage to the Products shall pass to Client upon delivery in accordance with the delivery term Ex-Works (MDD Warehouse), even if it was agreed that MDD would provide additional services, either paid in advance or inclusive in the price of the Products, from loading on trucks to shipping/transporting to unloading at destination.
  2. All delivery time periods are estimations. Delivery periods are non-binding in as long as nothing else has been expressly agreed on. Partial deliveries are permitted. In the case of agreement on a fixed delivery date, the Client shall, in the case of delay on the part  of MDD, set a period of grace of at least four weeks.
  3. Exceeding the delivery time, for whatever reason, does not entitle the Client to dissolve the agreement, to stop performance of any obligation to MDD entered into or to any damages, unless the Client proves intent or gross negligence on the part of MDD.
  4. MDD reserves the right to deliver the goods at different times.
  5. If non-observance of the period is caused by force majeure – no matter whether it has occurred in MDD‘s works or at one of the preliminary suppliers – this includes in particular official actions, operational disturbances, labor unrest, delays in the delivery of significant raw or  auxiliary materials – or to similar events, e.g. strike or lock-out, the period shall be extended reasonably. If, through the above-mentioned events, the delivery or the service becomes impossible, MDD shall be released from its duty to deliver without the Client being in a position to claim damages. If the Client is no longer interested in performance due to the delay, he can withdraw from the contract after setting a reasonable period further to the end of the force majeure event. If the above-mentioned hindrances arise with the Client, the same legal consequences shall apply also for his acceptance duty if he informs MDD in writing within a reasonable time before carrying out the order. Each Party is obliged to notify the other party without delay of any hindrances of the aforementioned type.
  6. If the Client does not accept the Products, MDD is entitled to withdraw from the contract or to claim for damages instead of performance. In the latter case, MDD is entitled to demand either replacement for the actual damage or, without proof of damage, 25% of the purchase price. The Client expressly retains the right to prove that MDD was only subject to less damage  or none at all.
  7. The Client shall, at its own responsibility, risk and cost carry on directly or through a middle person or entity, an inspection of the products at MDD's warehouses, even if it was agreed that MDD would provide transportation to another location, as long as there was no written agreement on another Inco Term than Ex Works (MDD Warehouse).
  8. The Client is responsible to ascertain whether the Products supplied are in accordance with the stipulations of the agreement, i.e.:
    1. whether the right Products have been delivered;
    2. whether the Products delivered meet the quality requirements which may be set for normal use and/or for trade purposes including export;
    3. whether the quantity of the Products delivered (number, weight) is in conformity with the agreed quantity. If the difference between the short delivery and the agreed quantity is less than 10% of the total quantity, the Client shall be obliged to fully accept the Products delivered, in which case the price shall be reduced proportionately.
  9. If the Clients intends to lodge a complaint, he shall notify MDD thereof as soon as possible after the failure is detected or after he could reasonably have detected the failure, but in any case not later than 24 hours after inspection or 24 hours after delivery (when loading on trucks inside MDD's warehouse). If this notification was an oral one it must be confirmed to the MDD in writing (telex, fax, letter, writ). Unless agreed otherwise in writing, the Place of Delivery shall always be considered MDD's warehouses.
  10. Whenever MDD is acting on behalf of third parties, as representative, commission agent or intermediary, any claims regarding to the Products must be solely addressed to the initial company holding the rights of ownership of the Goods.
  11. For any delays in shipping/transporting for which the Client is responsible, the risk shall already be transferred on notification of readiness for shipping/transporting.
  12. MDD is not liable for damage or losses during shipping/transporting. As far as nothing else has been agreed on, MDD shall select the shipping and packaging in accordance with its dutiful discretion. MDD does not assume any obligation for insurance. On written demand by the Client, the Products shall be insured against transport risk and other damage.
  13. All transportation services provided by MDD are subject to the Terms and Conditions of Transportation set out by MDD.

8. INSPECTION AND COMPLAINTS

  1. The Client is obligated to adequately inspect the Products delivered upon receipt in MDD's warehouses, and in any event prior to treatment or processing. Such inspection shall include the same points stated in clause 7-h above.
  2. It is solely the Client’s duty to inspect the Products or cause the Products to be inspected for any Defects, immediately after delivery.
  3. Complaints must be immediately reported on accompanying documents within 24 hours of inspection / delivery. Complaints will not be dealt with if the documents have been signed without further indication. Complaints with regard to defects not visible upon delivery must be reported clearly in writing 24 hours after discovery but no later than 3 working days after delivery / inspection.
  4. After expiry of this term, the Client shall be deemed to accept the quality of the delivered Products and to have waived all rights and remedies available to him by virtue of the law and/or the Agreement and these Conditions.
  5. MDD deals with complaints provided that they have been made within the minimum shelf life and that the product has been stored under the prescribed manner mentioned in MDD’s website. 
  6. Complaints submitted after the terms referred to above will not be dealt with. Complaints will be only dealt with if the product's nature and/or composition have not been changed after delivery, the products have not been damaged in part or in full and have not been  repacked or used. In any event, complaints are only dealt with if the product is retained for MDD, in accordance with instructions given by MDD, or returned. Complaints are not dealt with if they pertain to the utilization of the product delivered for the purpose for which the  Client wishes to use it, unless the utilization has been guaranteed by MDD, by written  agreement. A complaint as referred to in the preceding paragraph shall not suspend the Client’s obligation to pay.
  7. Complaints can never be founded on minor deviations and/or deviations that are customary in the line of business. The only basis for a complaint is a deviation from the Specification as approved by MDD.
  8. In the event that in MDD's opinion, the Client has made the Complaint with valid and good  reason, MDD shall be required only to supply the missing Product(s), to repair or replace the delivered Products, or to refund (part of) the purchase price, at MDD’s discretion.
  9. In the event of resale by the Client to third parties, MDD is only bound in respect of the Client itself, since warranty claims are not assignable to third parties without MDD’s written consent.

9. RETURN CONSIGNMENTS

  1. Return consignments are only permitted if MDD has explicitly agreed to that in advance in writing or if such return consignments are performed by, or at the instruction of MDD.
  2. Unless agreed otherwise in writing, return consignments are effected for the account and risk of the Client. If MDD deems the complaint to be justified, it shall reimburse the Client  f or the costs of the return consignment.

10. GENERAL LIMITATION OF LIABILITY

  1. Except as expressly provided in the Contract, MDD shall in any event not be liable to the Client under the Contract for loss of production, loss of use, loss of business, loss of data or revenue or for any special, indirect, incidental or consequential damages, whether or not the possibility of such damages could have been reasonably foreseen.
  2. In all events, the liability and warranty and the consequential damages, including as the case may be penalties for late delivery, resulting from the shortcoming of the Products and Services and its follow-up may not exceed 5% of the value before VAT of Product and Services as expressed on the related Invoice.
  3. Except for the right of MDD to file actions against the Client regarding unpaid invoices, no action, regardless of form, arising out of any alleged breach or obligations of the Contract may be brought by either Party later than thirty (30) days after the cause of action has occurred.
  4. A Party suffering loss or damages shall take reasonable measures to limit such loss or damage.
  5. The Client shall indemnify MDD against claims of third parties to compensate damage for which MDD is not or could not be liable towards the Client on the basis of the  provision stipulated in the previous paragraphs of this Article.

11. LIABILITY OF THE CLIENT

  1. If the Client fails to fulfill its obligations set out in these Conditions or in the Contract (or fails to fulfill them on time), MDD shall have the right to suspend further delivery.
  2. In that case the Client shall be in default. 
  3. MDD shall then be entitled to dissolve the Contact without any court intervention by means of a written declaration, and the Client shall be liable for any loss or damage sustained by MDD including loss of profits, other financial losses, product damage, costs and interest, transport costs, commission, legal and non-legal expenses, as well as all other costs directly or indirectly relating to the purchase.
  4. All non-legal expenses incurred by MDD in case of late or inadequate fulfillment by the Client shall be entirely on the account of the Client. The non-legal expenses incurred by MDD shall amount to 15% of the total sum the Client owes MDD, up to an amount not exceeding € 4000 for collection measures in Belgium and € 8000 for collection measures outside Belgium, with a minimum of € 150.

12. TERMINATION

  1. Without prejudice to its entitlement to performance and/or damages, MDD shall be  authorized, without any compensation being owed to the Client, to terminate the Contract with the Client in full or in part immediately by means of a written notice of termination sent to the Client (including by email), without a prior notice of default and without judicial intervention and/or to claim damages, retrieve the Products already delivered and unpaid for, and in the case of partial dissolution, to suspend the delivery to the Client, in one of the following events:
    1. if the Client is in breach in any respect of its obligations’ performance,
    2. if the Client ceases operations, applies for suspension of payments,
    3. if suspension of payments is requested with regard to the Client,
    4. if the Client is granted suspension of payments,
    5. if the Client applies for bankruptcy or any procedure under the Book XX of the WER (the code of economical rights).
    6. if bankruptcy is applied for with regard to the Client,
    7. if the Client declared bankrupt,
    8. if the Client offers a settlement to its creditors or if other similar circumstances occur,
    9. if the Client became insolvent,
    10. if there will be any material change in the management, ownership or control of the Client which MDD reasonably considers being detrimental to the continuance of the relationship between the Parties,
    11. if a law, a regulation or a decision are issued or the Client enters in a voluntary agreement making the Contract with MDD illegal or substantially, depriving MDD of any of its rights, entitlements or benefits under the contract or these Conditions.
  2. In the case of termination of the Contract on the basis of one or more of the grounds listed  in the previous paragraph, every claim which MDD has against the Client shall become immediately due and payable.
  3. Termination or expiry of the agreement will not relieve either party of any liability it may have to the other, arising out of or related to acts or omissions prior to such termination or expiration.

13. SEVERABILITY

  1. In the event that parts of the present Conditions are found to be invalid in whole or in part, the remaining parts of the Conditions shall nevertheless remain in full effect. Any invalid  provision shall be replaced by the valid provisions that best meet the economic intentions of the  invalid provision. The present Conditions represent the full contract between the parties and supersedes any other document.

14. CONFIDENTIALITY

  1. The Client agrees to treat as secret and confidential and not to, at any time for any reason, during and after termination of the Contract, disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to MDD's documented methodologies, technology, or other know-how, business plans or finances or any such information relating to a subsidiary, contractor, customer or client of the Company where the information was received during the period of the Contract (“Confidential Information”).
  2. The Client shall  procure that itself and its respective employees, subsidiaries and affiliates   shall keep strictly confidential and not to disclose to any third party at any time the contents of the Contract and its existence and the relationship between them or any of their subsidiaries or affiliates, and all information relating to their respective businesses and/or collected during the execution of the Contract.
  3. The Client agrees to use MDD's Confidential Information solely after having obtained its written approval and to exercise no less than the same degree of care which is exercised to preserve the confidentiality of its own Confidential Information and shall keep strictly confidential all workings and results derived from the relationship between the Parties.
  4. The Client also agrees (i) to limit the disclosure of MDD's Confidential Information in its organization to those of its employees to whom such disclosure is necessary to fulfill its obligations to MDD, and (ii) to ensure that such employees are made aware of and abide by the obligations set out in the Contract and these Conditions in respect of MDD's Confidential Information.
  5. Upon termination of the Contract for whatever reason, the Client shall promptly return to MDD or destroy (at MDD’s sole discretion) any and all materials that incorporate any of MDD’s Confidential Information and all copies thereof.
  6. If the Client shall consider it necessary to use the services of a third party supplier for  the provision of the Contract, the Client shall obtain MDD’s written approval and, if approved, the Client shall ensure that any such third party and its employees are bound  by the obligations of confidentiality as set out in these terms and conditions.
  7. With regards to use of the internet, the Client agrees not to upload or even mention on any social media or network whatsoever any of the Confidential Information.

15. INTELLECTUAL PROPERTY RIGHTS

  1. Intellectual property rights of the MDD shall at all times remain property  of MDD.
  2. The Client acknowledges that any worldwide copyright and any other intellectual property rights in materials supplied by MDD to the Client or developed by any party during the execution of the Contract in whichever media or format in which they are supplied are and shall remain the property of MDD.
  3. The Client shall only use MDD’s trademarks and/or brand names in accordance with MDD’s requirements and as laid down by MDD in writing from time to time.

16. NON SOLICITATION

  1. The Client agrees that, during the term of its business with MDD and for two (2) years after the termination of such business for whatsoever reason, the Client will not permit itself and its affiliates, without the prior written consent of MDD (which may be withheld in its sole discretion), individually or on behalf of any other person or entity, directly or indirectly to:
    1. solicit, induce, encourage or otherwise knowingly cause, (or attempt to do any of the foregoing) any other customer, client, supplier, service provider, consignee, insurer, broker or carrier to MDD which was known by the Client through its business with the MDD (all together "The Covered Party"), to cease its business with MDD, or to reduce the amount of business with MDD, or otherwise alter such business relationship;
    2. interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and MDD; 
    3. divert any business for MDD with any Covered Party to itself or to any other third parties;
    4. solicit for business, provide services to, engage in or do business with any Covered Party for products or services that are part of MDD’s business;
    5. interfere with or disrupt (or attempt to), any person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with to the business of MDD;
    6. engage in any form – including but not limited to buy, sell, consign, provide Products or Services - whether directly or indirectly (through intermediaries or otherwise) - with manufacturers or consignors or suppliers or clients or customers of the Products supplied by MDD to the Client and vice versa.
  2. Client acknowledges and agrees that any breach of its obligations hereunder may allow it or third parties to unfairly compete with MDD, causing an irreparable harm, and therefore, that upon any such breach or any threat thereof, MDD shall be entitled to appropriate equitable or injunctive relief in addition to whatever remedies it might have at law and be indemnified by the Client for any loss or harm, including, without limitation, attorney’s fees, in connection with any breach or enforcement of the Client's obligations hereunder. The maximum aggregate liability is equivalent to the actual value of damage or loss, and/or loss of profits caused by the Client's breach, and shall be no less than EUR 20,000 without proof of damage.

17. GENERAL TERMS

  1. These Conditions, in addition to the Contract, set out the entire agreement of  the Parties and supersede all previous oral and written agreements, understandings, or commitments of any type concluded between them.
  2. No amendments, modification or change in these Conditions or in the Contract may be made without the express written agreement of the Parties.
  3. Neither party shall be entitled to assign any of its rights or obligations under the Contract        or these Conditions without the prior written consent of the other with the exception of MDD’s right to assign its rights or obligations to any of its affiliates or sister companies. 
  4. If any provisions of these Conditions or of the Contract are or shall become in conflict with any local laws or regulations of any governmental entity, these provisions shall be automatically deleted, and the remaining provisions shall remain in full force and effect. The invalid provisions shall be replaced by the Parties in writing with new valid clauses.
  5. The failure of either Party at any time to require performance by the other of any provision  hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof by the other be held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
  6. Any notices to be served by either party shall be sent by registered post  or, by fax or email to the other party at the addresses and fax numbers set out on the first page of the Contract. The addresses and fax numbers can be changed subject to notification to the    other Party. Notices shall be deemed to have been received by the addressee within five working days of posting or twelve hours if sent by fax to the correct fax number of the addressee or by email.

18. DISPUTES AND APPLICABLE LAW

  1. Any contractual relations between the Client and MDD including these Conditions, are governed by Belgian law (without application of the conflict of law rules thereof). The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention of 11 April 1980) does not apply to the Agreement.
  2. All disputes between the Client and MDD shall be adjudicated by the competent court in the district of Antwerp (Belgium), which shall be exclusively competent.
  3. As a sole exception to paragraphs (a) and (b) of this Article, MDD has the right at its sole discretion to chose the courts of the country of destination of the Products or Services, or/and the courts of the country of the Client or of the Client's shareholders and managers, to have jurisdiction in any conflict whatsoever.
  4. In the latter case, the governing law shall be the laws of the country of the chosen courts.
  5. Each party irrevocably waives any right that it may have to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction, as long as the action is brought based on the rules set out in this Article 18.

Customer’s Orders

Orders: Any orders placed by you are subject to acceptance by us according to availability of the products.

Cancellation and changes to orders: Order placed cannot be cancelled or changed.

Refunds or Exchanges: All items on the Service are perishable, therefore, all purchases will be final and non-refundable.

Contact Us

Rijkmakerlaan 5, 2910 - Essen, Belgium

00 32 3337 3374

info@marketdirect.be

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