The website, www.massflow-online.com, is operated by Mass Flow Online B.V., a Dutch corporation, based out of Apeldoorn, The Netherlands. Mass Flow ONLINE B.V., hereinafter referred to as ‘Mass Flow ONLINE’, is the ‘webshop’ of Bronkhorst High-Tech B.V., hereinafter referred to as ‘Bronkhorst’, based out of Ruurlo, The Netherlands.
These terms, hereinafter referred to as ‘Terms and Conditions of Sale’ will apply to all purchases of Products (as defined hereafter) as offered on aforementioned website, hereinafter referred to as the ‘Website’.
Only legal or business entities will be able to purchase Products via the Website.
By placing an order with Mass Flow ONLINE, Purchaser acknowledges to have read and agreed to these Terms and Conditions.
1. Definitions
1. Purchaser: each legal or business entity or a natural person, duly representing such legal or business entity, placing an order on the Website.
2. Products: any and all items displayed and offered for sale on the Website, software and/or other items delivered by Mass Flow ONLINE, including manuals and other documentation. The expression Products is used in the plural in these terms and conditions, but it may also relate to a single Product.
3. Order: each online order, correctly submitted by a Purchaser for one or more Products.
2. Purchase of Products
1. To order Products, Purchaser needs to register, login and follow the procedures set out on the Website.
2. Payment of the whole of the price for the Products ordered must be received by Mass Flow ONLINE before such Order can be accepted. After receiving the payment Mass Flow ONLINE will confirm acceptance of the Order by sending an e-mail to the e-mail address provided by Purchaser. Acceptance of the Order by Mass Flow ONLINE brings into existence a legally binding contract between Purchaser and Mass Flow ONLINE.
3. Mass Flow ONLINE has given all specifications with respect to the Products offered with due care, but Mass Flow ONLINE cannot warrant that no differences will occur in respect hereof. When Purchaser proves that the Products delivered deviate from the specifications provided by Mass Flow ONLINE, to such extent that Purchaser cannot reasonably be obliged to take the delivery thereof, Purchaser shall be entitled to cancel the Order, but only if such cancellation shall, within reason, be necessary.
3. Prices and payment
1. All prices on the website are in Euros (€) (or in other currency depending on your country) and are exclusive of Dutch sales tax (VAT) and exclusive of delivery costs. Mass Flow ONLINE will charge Purchaser’s credit card, debit card or otherwise for the purchase price, the delivery costs and, if applicable, VAT, at a rate current at the date of purchase of Products. VAT shall always be charged if an apparent incorrect or incomplete, or if no VAT number is provided at the time of Order. Purchaser shall be responsible and liable, and by acceptance of these Terms and Conditions of Sale Purchaser hereby assumes responsibility and liability for provision of correct and complete VAT related information; if such information should appear to be incorrect or incomplete, then Purchaser shall be responsible and liable for any financial damages - which is including but not limited to VAT and or fines levied by any government or otherwise - suffered by Mass Flow ONLINE. Mass Flow ONLINE has no control over any customs or import duties that could be levied when the package reaches Purchaser’s destination country and for which Purchaser shall be liable.
2. Payment of the purchase price and delivery costs can be made by credit card, debit card or (other) Internet facilitated payment methods only. For accepted credit card, debit card or (other) internet facilitated payment methods please contact our website.
3. Payment must be made by credit card at the time of the Order. The price of any Product is the price in force at the date and time of Purchaser’s Order. Mass Flow ONLINE may change the price of any Product before Purchaser places an Order. Mass Flow ONLINE will inform Purchaser if a Product's correct price is higher than that stated in the Order, after which Purchaser may cancel the Order.
4. Shipment
1. Ordered Products shall be delivered by Mass Flow ONLINE. Products are shipped from Monday through Friday. Mass Flow ONLINE uses United Parcel Services (UPS) for all shipments. Purchaser will be sent a shipment notification via e-mail by UPS, containing a tracking number of shipment. The status of the Order will also be available in Purchaser’s account on the Website. Mass Flow ONLINE will notify Purchaser if the shipper experiences any unexpected delays with the shipment.
2. Mass Flow ONLINE shall use DDU delivery for all shipments, unless otherwise agreed upon. For purposes of these Terms and Conditions of Sale, the term DDU shall have the meaning ascribed thereto in INCOTERMS 2000 as published by the International Chamber of Commerce, Paris, France.
3. Mass Flow ONLINE does not ship to P.O./A.P.O/F.P.O Box addresses, only to physical location addresses.
4. Products will be sold from stock, unless otherwise stated in the purchasing process. Purchaser will be notified if an item is not in stock, which will introduce a delay in delivery time. Orders will not be partially shipped.
5. Mass Flow ONLINE aims to ship Products within 2 working days after placing the Order. However, Purchaser shall not be entitled to any compensation or damages if this 2 working days period is exceeded. Neither shall Purchaser in such case have any right to cancel or terminate the Order, unless the term is exceeded to such an extent that Purchaser cannot reasonably be required to maintain the Order.
5. Delivery and return
1. Purchaser shall be obliged to closely inspect the Products or have those inspected immediately after arrival at the place of destination, or after receipt by Purchaser or any third party acting on Purchaser’s instruction.
2. In no situation Purchaser shall be at liberty to return the Products before applying for a ‘Return Material Authorization’ (hereinafter referred to as ‘RMA’). Applying for an RMA must be done in accordance with the instructions as set out in the ‘Shipping & Return’ section of the Website. The costs for returning the Products shall be payable by Purchaser, and the Products shall remain at Purchaser’s risk. Costs for returning the Products will only be reimbursed by Mass Flow ONLINE in the event as described under section 5 of this Article 5. In the event Purchaser applies for an RMA without a valid reason, i.e. to return Products that are properly functioning, Purchaser will be charged for the costs of the diagnosis in accordance with Mass Flow ONLINE’s price list, current at the date of such occurrence; said price list is published on the Website and is subject to change from time to time.
3. If Purchaser receives Products in a damaged condition Purchaser should not sign for acceptance of such delivery; the damaged Products will accordingly be returned by the shipper to Mass Flow ONLINE. The shipper shall return the Products to Mass Flow ONLINE. Purchaser should report the damaged condition of Products to Mass Flow ONLINE. In case Purchaser did sign for acceptance of such Products, Purchaser should take a photograph of the damage and immediately send this photograph to Mass Flow ONLINE and apply for an RMA, both within 2 days after arrival of the Products, before returning the damaged Products to Mass Flow ONLINE. In both events Mass Flow ONLINE will send new Products to Purchaser, at no costs.
4. Complaints about defects in the Products attributable to defects in material or manufacture, must be reported to Mass Flow ONLINE using the RMA request form within 8 days after arrival of the Products. Defects that cannot reasonably be detected within the period referred to above, must be reported to Mass Flow ONLINE using the RMA request form, immediately after those were detected, however within 3 years after arrival of the Products.
5. If the Products delivered are not the Products as described in the confirmation of order and/or invoice, Purchaser shall notify Mass Flow ONLINE per e-mail within 8 days after arrival of the Products. Purchaser shall return the Products to Mass Flow ONLINE. Mass Flow ONLINE shall accordingly deliver new Products at no cost.
6. Purchaser shall not be allowed to claim on account of defects in Products against Mass Flow ONLINE for, if Purchaser does not act in accordance with procedures for return of Products as set out in these Terms and Conditions of Sale as well as in the ‘Shipping & Returns’ section of the Website.
7. If the shipment arrives at the destination as provided by Purchaser and is refused, Mass Flow ONLINE will contact Purchaser to verify the address and notify Purchaser of when a second delivery attempt will be made. If Purchaser cannot be contacted within 1 week, Mass Flow ONLINE will cancel the Order.
6. Guarantee
1. If the Purchaser reports to Mass Flow ONLINE using the RMA request form within one year after delivery that the Product or any part thereof does not function or does not meet the product specification and this has, in Mass Flow ONLINE’s opinion, been sufficiently substantiated, Mass Flow ONLINE shall, at its option, either deliver at no cost new Products for the Products that proved to be defective against the returning of the Products that proved to be defective, properly repair the relevant Products, or grant the Purchaser a discount on the purchase price; such discount to be fixed in mutual consultation.
2. The guarantee excludes any failures and damage caused by Purchaser, such as contamination, improper electrical hook-up, and dropping. Repair of Products primarily returned for guarantee service, which repair is partly or wholly determined by Mass Flow ONLINE to be ‘non-guarantee’, may at the option of Mass Flow ONLINE be charged to Purchaser.
3. The guarantee shall expire if the Purchaser itself has repaired the Product or has had repairs carried out by third parties, other than Mass Flow ONLINE.
7. Intellectual property
1. Copyright of as well as all other intellectual and industrial property rights on Products offered and sold by Mass Flow ONLINE are retained by Bronkhorst or by its original owner.
2. Purchaser is granted a non-exclusive right to use the software that is contained in the Products. This right of use solely encompasses the right to start up the software, make it visible, and use it for processing the data for which the software was designed. The software may only be used by Purchaser within its own company. The source code of the software shall not be made available to Purchaser. The Purchaser shall obtain no title, ownership nor any other rights in and to the software related documentation nor in or to the algorithms, concepts, designs and ideas requested by or incorporated in the software and related documentation.
3. Bronkhorst reserves the right to insert technical protections in the software and the hardware to prevent it from illegal use, copying, reverse engineering etc.. Purchaser is not permitted to remove or evade such protections.
4. Purchaser has the right to make one single spare copy of the software. Purchaser agrees that it shall not, except for a back-up file copy, copy or reproduce, or permit to be copied or reproduced, the software for any purpose. Purchaser shall not modify, or attempt to modify, the software, nor shall Purchaser allow the software to be used on any equipment except for Products supplied by Mass Flow ONLINE as part of an Order. In case any protection prohibits making a spare copy, Mass Flow ONLINE will provide one.
5. Any defect in the software should be reported to Mass Flow ONLINE by Purchaser without delay. Solely when Mass Flow ONLINE remains in default in curing a defect which forms a serious obstacle to the functionality of the software, after the expiry of a reasonable time period and after a written notice of being in default has been issued by Purchaser, Purchaser is entitled to cure the defect itself, expenses - if any - in all reasonableness to be incurred.
8. Liability
1. Mass Flow ONLINE and its suppliers of Products shall never be liable for any indirect damage (including but not limited to lost turnover, profit or other financial loss), consequential, incidental or contingent damage, operational or environmental damage.
2. Mass Flow ONLINE’s and Bronkhorst’s liability vis-à-vis Purchaser for direct damage, irrespective of the manner in which it was inflicted and/or its legal basis, shall be limited for each event (whereby a series of connecting events will be considered to constitute one event) to payment of the purchase price as paid by Purchaser to Mass Flow ONLINE for the Product causing the damage.
3. The limitations of liability set forth in this Article 8 shall not be applicable insofar as the relevant damage was caused by intent or deliberate recklessness of Mass Flow ONLINE or Bronkhorst, or insofar as Mass Flow ONLINE’s or Bronkhorst’s liability arises under mandatory applicable product liability law.
4. Except in the event of intent or deliberate recklessness of Mass Flow ONLINE or Bronkhorst, Purchaser shall indemnify Mass Flow ONLINE or Bronkhorst against any and all third party claims on whatever account, with respect to compensation of damage, and reimbursement of costs or interests in connection with the Products or arising from the use of the Products, unless Purchaser cannot reasonably be blamed at all for the damage.
9. Force majeure
1. Neither party shall be obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure shall also include force majeure of Mass Flow ONLINE’s suppliers, improper performance by Mass Flow ONLINE’s suppliers and defective items, material or software provided by third parties.
2. If and when force majeure lasts longer than 90 days, each party has the right to terminate the Order by written notice of termination. Any performance already provided under the Order shall in such case be settled proportionally, without the parties being under any obligation in respect thereof vis-à-vis each other.
10. Transfer of rights and obligations
1. Mass Flow ONLINE shall be permitted to transfer its rights and obligations vis-à-vis Purchaser to third parties. Where any of Mass Flow ONLINE’s obligations are transferred, Mass Flow ONLINE shall notify Purchaser hereof in advance and Purchaser shall have the right to dissolve the Order. In such case Mass Flow ONLINE shall not be obliged to pay damages.
2. Purchaser shall not be permitted to transfer its rights and/or obligations vis-à-vis Mass Flow ONLINE to any third party without having obtained Mass Flow ONLINE’s permission in advance.
11. Alterations
1. These Terms and Conditions of Sale are subject to change from time to time.
12. Applicable law and court having jurisdiction
1. These Terms and Conditions of Sale and any and all Orders shall be subject to and governed by and will be interpreted, construed and enforced in accordance with the laws of The Netherlands without regard to any applicable conflict of law provisions. The United Nations Convention on the International Sale of Goods, if applicable, is expressly excluded.
2. Mass Flow ONLINE as well Purchaser agree that they are subject to the personal jurisdiction of The Netherlands, and that, insofar as any national or international mandatory legislative provision does not provide otherwise, each dispute between parties shall be submitted exclusively to a competent court in or nearest to Apeldoorn, The Netherlands, or if Mass Flow ONLINE has moved its place of business from Apeldoorn to another location, in or nearest to that location.
Mass Flow ONLINE B.V.
v.02, September 2008