1.
Preamble
A corporate buyer (‘Buyer’) purchasing goods or services in the (online) shop of a vendor (‘Vendor’), can choose the payment postponement model enabled by Mondu GmbH (‘Mondu DE’) available via the online payment solution provided by Stripe Payments Europe Ltd. (‘Stripe’). These terms and conditions form the agreement between the Buyer and Mondu DE that governs the use of the payment postponement model (‘Agreement’).
2.
Settlement and Reimbursement Claim
2.1
If the Buyer selects the payment postponement model in the Vendor’s checkout process, an affiliated company of Mondu DE (‘Mondu Affiliate’), at its sole discretion (following a positive credit and fraud check) may settle the Vendor’s payment claim against the Buyer (‘Invoice Amount’) in its own name, but for the account of the Buyer, in accordance with article 6:30 of the Dutch Civil Code.
2.2
The Buyer acknowledges and agrees that the relevant Mondu Affiliate has a reimbursement claim vis-à-vis the Buyer equal to the Invoice Amount (‘Reimbursement Claim’) following payment of the Invoice Amount by this Mondu Affiliate to the Vendor. The Reimbursement Claim is a contractual claim of the relevant Mondu Affiliate against the Buyer created pursuant to the Agreement and not a subrogated claim. The records of the relevant Mondu Affiliate serve as conclusive evidence in relation to settlement of the Invoice Amount to the Vendor.
2.3
The Buyer shall pay the Reimbursement Claim on or before the payment date as notified by Mondu DE (‘Payment Date’).
2.4
This clause 2 contains a third party stipulation (derdenbeding) for the benefit of the Mondu Affiliate that pays the Invoice Amount to the Vendor, in particular for (the creation of) the Reimbursement Claim of this Mondu Affiliate on the Buyer. Payment of the Invoice Amount by the relevant Mondu Affiliate to the Vendor, shall be deemed as an acceptance of this third party stipulation by that Mondu Affiliate and also fully discharge the Buyer’s payment obligation vis-à-vis the Vendor.
3.
Shipping Address
The Buyer acknowledges that the shipping address specified during the Vendor’s checkout process can no longer be changed after conclusion of the Agreement.
4.
Notification of Non-Delivery or Defects
Any complaints by the Buyer that the purchased goods or delivered services are defective (or have been defective) or have not been delivered or provided in full shall not release the Buyer from its obligation to pay the Reimbursement Claim on or before the Payment Date.
5.
Power to assign
5.1
Mondu DE and the relevant Mondu Affiliate are entitled to assign or transfer all or part of their rights and/or obligations vis-à-vis the Buyer, including the Reimbursement Claim, to another affiliated company, in particular to Mondu Capital S.à r.l. on behalf of Compartment 1 (any affiliated company who holds the Reimbursement Claim is hereinafter referred to as the “Claim Holder”) and the Buyer hereby in advance gives its irrevocable consent to, and hereby in advance irrevocably co-operates with, any such transfer (within the meaning of articles 6:156 and 6:159 of the Dutch Civil Code).
5.2
In case Mondu Capital S.à r.l. on behalf of Compartment 1 accepts the assignment of the Reimbursement Claim, Mondu Capital S.à r.l. on behalf of Compartment 1 shall pledge these receivables to Vereinigte Volksbank Raiffeisenbank eG. Mondu DE will inform the Buyer about the assignments and the pledge. Mondu Affiliate confirms that all payments due under the Agreement shall be paid to the account of Mondu Capital S.à r.l. on behalf of Compartment 1, provided Mondu Capital S.à r.l. on behalf of Compartment 1 has accepted the assignment of the receivables, and Mondu DE undertakes to inform the Buyer accordingly. The Buyer acknowledges that payments under the Agreement can only be made to this account with debt-discharging effect (until Vereinigte Volksbank Raiffeisenbank eG or Mondu Capital S.à r.l. on behalf of Compartment 1 informs the Buyer that payments should be made into another account).
5.3
The Buyer expressly consents to the procedure described in this section 5. The Payment Date also applies to the settlement of the Reimbursement Claim to the Claim Holder.
6.
Overpayments
In the event of overpayments by the Buyer to the Claim Holder’s account, the Buyer shall pay the Claim Holder a contractual penalty in the amount of the overpayment, but no more than the lesser of EUR 10,- or 5 % of the Invoice Payment . If the overpayment exceeds this limit, the contractual penalty shall be offset against any claims for repayment of the Buyer. The contractual penalty shall be offset against any claims for damages.
7.
Default of Payment
If the Buyer fails to pay the Reimbursement Claim on or before the Payment Date, the Claim Holder may charge statutory commercial interest. The Buyer shall indemnify the Claim Holder from any incurred extrajudicial and judicial collection costs. incurred in the enforcement of the Buyer’s payment obligations. The extrajudicial collection costs shall amount to 15% of any outstanding Payment Amount, with a minimum amount of EUR 40.
8.
Reversal of and Refunds under the Vendor Agreement
If the agreement between the Buyer and Vendor (“Vendor Agreement”) is reversed (e.g., due to withdrawal or goodwill by the Vendor) or refunds under the Vendor Agreement are otherwise required, the reversal and any refunds take place between the Buyer and Vendor. Notwithstanding the foregoing, in the event of a reversal of the Vendor Agreement, the Buyer shall (i) promptly inform Mondu DE, (ii) instruct the Vendor to pay the Invoice Amount to the Claim Holder, and (iii) pay any refund amounts received from the Vendor to the Claim Holder. The Buyer’s obligation to pay the Reimbursement Claim to the Claim Holder remains unaffected, less any refund amounts received by the Claim Holder. If the Buyer made payment of the Reimbursement Claim, the Buyer will be entitled to receive from the Claim Holder the refund amounts received by the Claim Holder to the extent payment was made of the Reimbursement Claim.
9.
No Rescission
To the extent permitted by law, the Buyer hereby waives (i) its rights under articles 6:228 and 6:265 to 6:272 of the Dutch Civil Code or any other ground under any applicable law inclusive to rescind or nullify, or demand in legal proceedings the rescission or nullification of, the Agreement and (ii) its rights under articles 6:52, 6:262 and 6:263 of the Dutch Civil Code or any other ground under any applicable law to suspend any obligation arising out of or in connection with the Agreement.
10.
Applicable Law and Jurisdiction
The Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be interpreted in accordance with Dutch law. The courts of first instance of Amsterdam, the Netherlands have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including a dispute relating to the existence, validity or termination of the Agreement or the consequences of its nullity or any non-contractual obligations arising out of or in connection with the Agreement).