For a cooperation with Xindao, the terms as stated in below documents do apply.

1. Terms of use Entreprise portal Xindao.com
2. General terms and conditions


1. TERMS OF USE ENTERPRISE PORTAL XINDAO.COM 

These Terms of use, as amended from time to time, form an integral part of all legal relationships between the User and Xindao with regard to the use of the Portal, except when the applicability of these terms of use is excluded or restricted by law, regulations or written agreement. Any general terms and conditions proposed by the User are rejected explicitly. 

Xindao reserves the right to change or supplement these Terms of use or individual provisions thereof at any time, without prior notice to the User. 

1. Definitions and interpretation 

1.1 In these terms of use the following definitions apply: 

Account means an username and password, which provide access to the Portal. 

Agreement means the agreement between the User and Xindao with regard to the use of the Portal. 

Article means any article of these Terms of use. 

Parties means the User and Xindao. 

Party means either the User or Xindao. 

Portal means the enterprise portal of Xindao, also known as the ‘MyXindao’, where the User has the possibility to order and purchase Products in the Webshop. 

Product means any product and/or accessory that is available for purchase from the Webshop via the Portal. 

Terms of use means these terms of use. 

User means any person that Xindao makes or made an offer to regarding the conclusion of an Agreement, and/or any person with whom Xindao concludes or concluded an Agreement. Webshop means the webshop of Xindao where the User has the possibility to order and purchase Products. 

Xindao means Xindao B.V., having its statutory seat in Leidschendam, the Netherlands and its address at Verrijn Stuartlaan 1D 2288 EK Rijswijk, the Netherlands. 

1.2 Definitions and terms in these Terms of use that are indicated with a capital letter and are not otherwise defined, shall, unless otherwise evidenced by the context, have the meaning as described in Article 1.1. 

1.3 Words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders.

1.4 Headings are for reference only and shall not affect the meaning or interpretation of any provision of these Terms of use. 

1.5 If any provision of these Terms of use is invalid or ceases to be valid, the other provisions of these Terms of use shall remain in force. The invalid provision shall then be replaced by an alternative, valid provision, which is as similar as possible to the original provision in terms of its intended effects. 

2. Agreement 

The Agreement shall be effective from the time the User has received an Account for the Portal from Xindao, which Account shall be sent by Xindao to the User after the User has registered for the Portal, by filling in a registration form as provided by Xindao and accepting these Terms of use. However, Xindao reserves the right to not send an Account to the User, in which case no agreement shall be concluded. 

3. Prices 

Prices are subject to change without notice. In the event of any conflict between the prices shown in a physical catalogue of Xindao and the prices shown in the online catalogue (the Webshop) of Xindao, the prices shown in the online catalogue shall prevail. 

4. License 

The license to use the Portal, provided by Xindao to the User, shall be personal, worldwide, royalty-free, non-assignable and non-exclusive.  

5. Use of the Portal 

5.1 The User is responsible for the security and confidentiality of the Account he uses to access the Portal and shall secure the access to the Portal against unauthorized access and transmission. The User is responsible for the use of the Portal and for the data and the content he provides via the Portal. The User shall take all necessary measures to ensure that the access to and the use of the Portal is in accordance with these Terms of use and shall directly inform Xindao in the case of unauthorized or unlicensed use of his Account and/or the Portal and any other breach of security of the Portal. At the end of each session, the User is obliged to log out of the Portal. 

5.2 Those who use the Account of the User, are deemed to be legally authorized to act on behalf of the User, to the effect that they are authorized to conclude agreements with Xindao on behalf of the User.

5.3 The User shall be prohibited from: a. transferring his Account to another natural or legal person; b. using an Account of another User; c. damaging, delating, disabling or rendering inaccessible the Portal or appropriating the Portal; d. modifying the Portal, other than as permitted under instructions provided by Xindao;   e. copying, reproducing, disassembling, decompiling the Portal or subjecting the Portal to reverse engineering;f. accessing or using non-public areas of the Portal.

5.4 It is for Xindao to assess whether a situation as referred to in Article 5.3 exists.

5.5 Xindao reserves the right to temporarily render inaccessible information and content of the User or to temporarily render inaccessible the account of the User or to delete the account of the User, at her sole discretion, with or without notice to the User and without the User being able to derive any rights therefrom. 

5.6 With regard to the order, sale and purchase of Products via the Portal and delivery of Products, the general terms and conditions, business to business, of Xindao shall be applicable. 

6. Availability, modifications and maintenance of the Portal 

6.1 Xindao shall be allowed to store and save content or data of the User. Xindao shall, however, not be required to store, save or provide content or data of the User.

6.2 Xindao determines the content of the Portal and reserves the right to interim modify the Portal at her sole discretion. 

7. Intellectual property rights 

The intellectual property rights, created or embodied in or arising out of or in connection with the Agreement remain the sole property of Xindao. The User shall not dispute the ownership of such rights. All information contained in or arising out of the intellectual property rights is propriety to Xindao and shall not be made available to third parties unless previously and specifically agreed to in writing by Xindao.    

8. Limitation of liability 

8.1 The Portal shall be provided to the User on an as-is and as-available basis.

8.2 Xindao disclaims all warranties and representations in respect of the Portal, explicit or implicit, including, but not limited to warranties and representations in respect of the completeness, accuracy, timeliness of the content and data of the Portal. 

8.3 Xindao does not warrant that the Portal shall function properly without restrictions or interruptions.

8.4 Xindao does not warrant the integrity of the communication via the Portal, nor that it is free of errors, viruses, interception or interference.

8.5 Within the Portal there may be links to extern webpages, systems or features. Xindao shall not be liable for the use or content of webpages, systems or features referred to within the Portal.

8.6 Nothing in these Terms of use shall exclude or restrict: a. any liability finally judicially determined to arise primarily from the willful misconduct or comparable instance of gross negligence of Xindao; or b. any other liabilities which cannot lawfully be limited or excluded, save to the extent permitted by law.    

8.7 Without prejudice to Article 8.3, the User agrees that the total liability of Xindao due to an attributable failure with regard to the Portal or due to any other reason, shall be limited to € 500,-.

8.8 In no event shall Xindao be liable for any consequential or indirect loss or damage, including but not limited to loss of profits, lost savings or loss due to business interruption. 

9. Duration and termination of the Agreement 

9.1 An Agreement is entered into for an indefinite period.

9.2 Xindao may terminate the Agreement at any time, without giving any reason, with immediate effect and without the User being able to derive any rights therefrom. The User may terminate the Agreement at any time with a notice period of one (1) month.

9.3 The Agreement shall terminate immediately by operation of law, without the User being able to derive any rights therefrom, in the event the User: a. is granted a suspension of payments; b. has filed a request for its own bankruptcy; or c. has been declared bankrupt.

9.4 All exclusions and limitations of liability and any indemnities set out in these Terms of use shall survive expiry of termination of the Agreement. 

10. Force majeure 

Neither Party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control. 

11. Transfer of rights and obligations 

11.1 The User shall not be entitled to sell and/or transfer the rights and/or obligations arising from the Agreement to a third party, unless otherwise agreed upon in writing.

11.2 Xindao shall be entitled to transfer her rights under the Agreement to a third party. To the extent necessary the User shall immediately cooperate and take such actions and execute such documents as necessary or desirable to effect such transfer of rights.  

12. Applicable law and competent court 

12.1 The mutual legal position of the Parties is governed by Dutch law.

12.2 All differences between Parties that may arise due to or in connection with the Agreement, shall primarily by exclusion be resolved by the District Court of The Hague, The Netherlands, such without prejudice to the right of Xindao to address any other competent court. 


2. GENERAL TERMS AND CONDITIONS 

These Terms and Conditions, as amended from time to time, form an integral part of all legal relationships between the Customer and Xindao, except when the applicability of these Terms and Conditions is excluded or restricted by law, regulations or written agreement. Any general terms and conditions proposed by the Customer are rejected explicitly. 

1. Definitions and interpretation 

1.1 In these Terms and Conditions the following definitions apply: 

Agreement means the agreement between the Customer and Xindao with regard to the order, sale, purchase and delivery of Products by Xindao, together with these Terms and Conditions. 

Article means any article of these Terms and Conditions. 

Customer means any (natural or legal) person(s) that Xindao makes or made an offer to regarding the conclusion of an Agreement, and/or any (natural or legal) person(s) with whom Xindao concludes or concluded an Agreement. 

Parties means the Customer and Xindao. 

Party means either the Customer or Xindao. 

Product means any product and/or accessory that is available for purchase by Xindao. 

Promotional Customer means a Customer who sells the Products within the promotional market, to a company, association or organization who in turn will distribute the Products free of charge as part of a promotional, loyalty, award or reward program. 

Retail Customer means a Customer who sells the Products directly or indirectly to consumers. 

Terms and Conditions means these general terms and conditions. Xindao means Xindao B.V., having its statutory seat in Leidschendam, the Netherlands and its address at Verrijn Stuartlaan 1D 2288 EK Rijswijk, the Netherlands. 

1.2 Definitions and terms in these Terms and Conditions that are indicated with a capital letter and are not otherwise defined, shall, unless otherwise evidenced by the context, have the meaning as described in Article 1.1. 

1.3 Words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders. 

1.4 Headings are for reference only and shall not affect the meaning or interpretation of any provision of these Terms and Conditions.

2. Offers  

All offers and other statements of Xindao shall be without the obligation as concerns price, delivery times and possibility of delivery and shall only serve as an invitation to place an order at Xindao.  

3. Agreements 

3.1 Agreements shall only be binding upon Xindao, also in the case that they have been concluded on behalf of Xindao by intermediaries (representatives), after such has been confirmed by Xindao in writing.

3.2 Acceptance of an offer, the order of a Product or the purchase of a Product implies that the Customers accepts the applicability of these Terms and Conditions.

3.3 All indications of weight, dimension and other (technical) specifications provided by Xindao are given in good faith and conscience, but Xindao can not guarantee that there will be no deviations from such indications. Mistakes, such as typing and printing errors, technical or color deviations or price modifications shall not be binding upon Xindao.  

3.4 Xindao is entitled to assign third parties to execute the Agreement. 

4. Prices and payment 

4.1 All prices mentioned by Xindao shall be exclusive of turnover tax (VAT), other levies imposed by the government (if applicable) as well as shipping and other costs related to the Agreement incurred by Xindao, which may be charged separately to the Customer, unless agreed otherwise in writing. Except where agreed otherwise, all prices are in euros in all cases and the Customer must effect all payments in euros. Prices are subject to change without notice. In the event of any conflict between the prices shown in a physical catalogue of Xindao and the prices shown in the online catalogue (the webshop) of Xindao, the prices shown in the online catalogue shall prevail.  

4.2 The Customer is responsible for providing Xindao with a correct VAT identification number. In the event the Customer fails to provide a correct VAT identification number to Xindao, the Customer shall be liable for the damages suffered by Xindao as a result thereof. In any case Xindao reserves the right to charge the Customer the applicable VAT rate for the Products delivered to the Customer.

4.3 Unless otherwise agreed upon in writing, the invoices of Xindao are due an payable by the Customer fourteen days after invoice date and must be paid to Xindao unconditionally, without any discount, deductions, settlement, withholdings or delays for whichever reason.

4.4 If the Customer consists of more than one natural and/or legal persons, each of these persons shall be joint and severally liable in respect of payment of the amounts due on the basis of the Agreement.

4.5 Complaints relevant to any of the invoices of Xindao must be submitted to Xindao in writing within seven (7) days of the invoice date, with a substantiation of the complaint; failing that, the Customer shall be deemed to have accepted the invoice as correct.

4.6 If the Customer fails to pay the amounts due to Xindao within the applicable payment period, the Customer shall by law be in default. During this period of default, the Customer is due a penalty interest rate of 1,5% per month or partial month on the total amount due. 

4.7 In the event of (extra)judicial collection, the Customer shall be charged both the principal amount and the penalty interest rate and the actual collection costs incurred by Xindao. The (extra)judicial costs will amount to at least 15% of the principal amount.

5. Typesetting, printing or other proofs 

5.1 Xindao shall be entitled to store, save and use graphic material provided by the Customer to Xindao.

5.2 The Customer shall be obliged to examine typesetting, printing or other proofs provided by Xindao to the Customer carefully for errors and defects and give his approval or disapproval, by a proper written notice of the errors and/or defects which is as detailed as possible, to Xindao within seven (7) days of the date of receipt of the typesetting, printing or other proofs; failing that, the Customer shall be deemed to have approved the typesetting, printing or other proof. Xindao shall not be liable for errors and defects that remained unnoticed in the typesetting, printing or other proofs which have been approved.

5.3 After approval of the typesetting, printing or other proofs by the Customer, the (underlying design of or on) the Product shall not be changed. The Customer however can request for changes after approval of the typesetting, printing or other proofs, in which case the Customer shall be charged for all the costs related to changes requested.  

5.4 It cannot be ruled out that the typesetting, printing or other proofs on the one hand and (the design of or on) the delivered Products on the other hand, slightly deviate from each other, without the Customer being able to derive any rights therefrom.  

6. Delivery 

6.1 All periods and dates given by Xindao are target dates only and shall not have a binding effect on Xindao and shall in all cases be merely indicative. Exceeding these periods and dates shall not mean that Xindao is in default and therefore shall not give the Customer the right to terminate the Agreement completely or partly, nor shall the Customer be entitled to claim compensation. 

6.2 Periods and dates for the delivery of Products that are manufactured or processed for the Customer according to his designs or specifications shall be determined definitively by Xindao after approval of the typesetting, printing or other proofs by the Customer as set out in Article 5.2. Xindao shall only be in default as the Customer has given written notice of default, which is as detailed as possible and in which Xindao has been given a reasonable time period to meet her obligations.

6.3 Products shall be delivered duty paid at the agreed place of delivery, unless agreed otherwise in writing. As soon as the Product has been delivered, the Customer bears the risk for all direct and indirect damage that may occur on or on account of the Product, even if the consignment is sent carriage-paid.

6.4 Xindao shall be entitled to provide partial deliveries of Products, without the Customer being able to derive any rights therefrom. These Terms and Conditions shall apply to each partial delivery.

6.5 Xindao shall be entitled to provide additional or lower deliveries of Products up to a tolerance limit of 5%, without the Customer being able to derive any rights therefrom.

6.6 The Customer may only return incorrectly delivered Products to Xindao with prior written approval of Xindao, in any case under the conditions that: a. the Products are undamaged, unused, unmarked and in their original, unopened packaging; and b. the Products conform to the normal range of Products of Xindao; Products that are manufactured or processed for the Customer according to his designs or specifications cannot be returned, unless previously and specifically agreed to in writing.

6.7 If, to the sole discretion of Xindao, Xindao is taking action or is cooperating with her suppliers to initiate recall actions, the Customer shall be obliged to cooperate in accordance with the procedures set out by Xindao.  

7. Inspection and complaints 

7.1 Upon acceptance or receipt of the Products the Customer is obliged to examine the Products and to notify defects to Xindao in writing without delay, but in any case within eight (8) days after acceptance or receipt of the Products. The Customer may only return non-conforming Products to Xindao with prior written approval of Xindao. If Xindao agrees with the return of the Products, she shall send the Customer a return code, which shall have to be clearly indicated on the package of the Product. 

7.2 All claims of the Customer towards Xindao shall in any case expire irrevocably: a. when the time limit for complaints as set out in Article 7.1 has expired; b. if the Customer proceeds to or has someone proceed to any dismantling, repair or other work concerning the Products; c. if the Products have been processed in any manner by anyone other than Xindao; d. if the Customer does not cooperate regarding an investigation of the merits of the complaints; e. if the Customer has resold the Products.  

7.3 In the event of the presence of a defect for which Xindao is responsible, Xindao is entitled to subsequent fulfilment by choosing at her discretion between: a. removing the defect; b. delivering a defect-free Product;  c. replacing the Product with another product of the same kind; or d. crediting the purchase price of the non-conforming Products.

7.4 In any case the guarantee does not include defects which arise from or are completely or partly caused by: a. not taking into account the operating and maintenance instructions of the Products or other than anticipated normal use of the Products; b. normal wear and tear of the Products; c. repair by the Customer or by third parties of the Products; d. the application of any government regulation regarding the nature or the quality of the materials of the Products. 

8. Guarantees 

Unless previously and specifically agreed to in writing, Xindao offers no guarantee on the Products. 

9. Resale of Products 

9.1 The Customer shall be prohibited to use third party market places such as ‘Bol.com’, ‘Fnac’, ‘La Redoute’, ‘Amazon’, ‘Cdiscount’, ‘PriceMinister’ and ‘eBay’ to resell any of the Products.

9.2 The Customer shall be prohibited to resell any of the Products via ‘one deal a day’ or ‘flash sales’ such as ‘Groupon’.

9.3 The Promotional Customer shall be prohibited to resell any of the Products direct or indirect for retail purposes. Xindao reserves the right to refuse or cancel the order of a Promotional Customer, if Xindao suspects the Promotional Customer is purchasing Products to resell for retail purposes. The Promotional Customer is obliged to impose the prohibition to resell any of the Products direct or indirect for retail purposes on his own customers. 

9.4 The Retail Customer shall be prohibited to resell any of the Products direct or indirect for noncommercial or non-retail purposes, for instance as part of a promotional, loyalty, award or reward program. Xindao reserves the right to refuse or cancel the order of a Retail Customer, if Xindao suspects the Customer is purchasing Products to resell for non-commercial or non-retail purposes.  

10. Retention of title and rights 

10.1 All Products delivered to the Customer shall remain the property of Xindao until such time as all amounts owed by the Customer to Xindao pursuant to the Agreement have been paid in full. 

10.2 Rights, including rights of use, shall be granted to the Customers to the condition that the Customer complies with all the obligations deriving from the Agreement.

10.3 If third parties want to create any right on or enforce any right to the Products delivered subject to retention of title, the Customer must notify Xindao accordingly immediately. 

10.4 If there is serious doubt to Xindao to the payment capacity of the Customer, Xindao is entitled to postpone the delivery of Products, until the Customer has provided security for the payment. The Customer is liable for the damages suffered by Xindao by the delayed delivery. 

11. Intellectual property rights 

The intellectual property rights, created or embodied in or arising out of or in connection with the Agreement remain the sole property of Xindao. The Customer shall not during or at any time after the fulfillment of the Agreement dispute the ownership of such rights. All information contained in or arising out of the intellectual property rights is propriety to Xindao and shall not be made available to third parties unless previously and specifically agreed to in writing by Xindao.    

12. Changes of the Agreement 

Deviations from the Agreement shall be effected by documents executed by authorized representatives of Xindao. 

13. Cancellation and termination of the Agreement 

13.1 In exceptional cases, such at the discretion of Xindao, Xindao can consent to the cancellation of the Agreement; this consent must be given in writing. In case of cancellation of the Agreement all costs together with damages and interest shall be charged to the Customer.

13.2 The Customer shall only be entitled to rescind the Agreement if Xindao imputably fails to perform material obligations under the Agreement, in all cases after Xindao has received a proper written notice of default which is as detailed as possible and in which Xindao has been given a reasonable time period to remedy the breach.

13.3 Xindao may terminate the Agreement immediately by giving written notice in the event the Customer: a. is granted a suspension of payments; b. has filed a request for its own bankruptcy; or c. has been declared bankrupt.

13.4 Xindao may terminate the Agreement with immediate effect upon written notice to the Customer if Xindao determines that  a. a governmental, regulatory, or professional entity, or an entity having the force of law, has introduced anew, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render the performance of Xindao of any party of the Agreement illegal or otherwise unlawful or in conflict with independence or professional rules; or b. circumstances change such that the performance of Xindao of any part of the Agreement would be illegal or otherwise unlawful or in conflict with professional rules.

13.5 If the Customer at the time of the rescission referred to in Article 13.2 has already received performance in connection with the execution of the Agreement, this performance and the related payment obligation cannot be revoked, unless the Customer proves that Xindao is in default with regard to that performance. Amounts which Xindao has invoiced before the rescission in connection with by the Customer received proper performance under the Agreement, shall remain to be owed in full, subject to the provisions in the preceding sentence, and shall be immediately payable at the time of rescission.

13.6 All exclusions and limitations of liability and any indemnities set out in these Terms and Conditions shall survive expiry of termination of the Agreement. 

14. Limitation of liability 

14.1 Nothing in the Agreement shall exclude or restrict: a. any liability finally judicially determined to arise primarily from the willful misconduct or comparable instance of gross negligence of Xindao; or b. any other liabilities which cannot lawfully be limited or excluded, save to the extent permitted by law.    

14.2 Without prejudice to Article 14.3, the Customer agrees that the total liability of Xindao due to an attributable failure to perform the Agreement or due to any other reason, shall be limited to the sum stipulated for the (delivery) value under the Agreement (exclusive of VAT).

14.3 The liability of Xindao for loss as a result of death, physical injury or due to material damage to items shall under no circumstances exceed two times the sum stipulated for the Agreement (exclusive of VAT).

14.4 In no event shall Xindao be liable for any consequential or indirect loss or damage, including but not limited to loss of profits, lost savings or loss due to business interruption. 

15. Force majeure 

Neither Party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control. 

16. Transfer of rights and obligations 

16.1 The Customer shall not be entitled to sell and/or transfer the rights and/or obligations arising from the Agreement to a third party, unless otherwise agreed upon in writing.

16.2 Xindao shall be entitled to transfer her rights under the Agreement to a third party. To the extent necessary the Customer shall immediately cooperate and take such actions and execute such documents as necessary or desirable to effect such transfer of rights.  

17. Applicable law and competent court 

17.1 The mutual legal position of the Parties is governed by Dutch law.

17.2 All differences between parties that may arise due to or in connection with the Agreement, shall primarily by exclusion be resolved by the District Court of The Hague, The Netherlands, such without prejudice to the right of Xindao to address any other competent court.