Qogita

Terms & Conditions – Buyer

Published On . Entered Into Effect .

General

Qogita's House Rules

The following terms and conditions apply to all interactions on Qogita's platform. By interacting with the platform you are agreeing to be bound by these terms and conditions and all applicable laws and regulations. If you do not agree with any or all of these terms, you are prohibited from using or accessing Qogita. The materials contained in this website are protected by applicable copyright and trademark laws. The details provided in Qogita's Help section are part of the terms and conditions and may be used interchangeably.

Interpretation And Identity

Qogita interprets the terms and conditions as follows:

  • All orders accepted by Qogita EU BV, Qogita UK Ltd and Qogita USA Inc (hereinafter together referred to as "Qogita") and all quotations accepted by the Buyer are subject to the following terms and conditions, which shall prevail over any other terms or conditions which you may seek to introduce, unless otherwise expressly agreed to in writing by Qogita.
  • Qogita reserves the right to alter these terms and conditions of sale at any time at its own will.

Qogita's summary company details:

Registered Address

Qogita EU BV: Trompenburgstraat 2C, Amsterdam 1079 TX, The Netherlands

Qogita UK Ltd: 33 Broadwick Street, London W1 0DQ, United Kingdom

Qogita USA Inc: 485 Madison Avenue, New York City 10022, United States

Chamber of Commerce:

Qogita EU BV: 74714643

Qogita UK Ltd: 13207678

Qogita USA Inc: 6881723

Tax Details

NL VAT Number: NL860001982B01

NL EORI Number: NL860001982

UK VAT Number: GB378624947

UK EORI Number: GB378624947000

US EIN: 38-4230741

Bank Details

EUR Bank Details
IBAN: NL72ABNA0844051845
BIC: ABNANL2A

EUR Bank Details
IBAN: BE75967031659651
BIC: TRWIBEB1XXX

USD Bank Details
Routing number: 084009519
Account number: 9600000000067511

GBP Bank Details
Sort code: 23-14-70
Account number: 74579631

Terms Of Payment

Qogita maintains the following terms in relation to payments for goods sold:

  • Payment must be made in advance, upon checkout, unless written agreement to the contrary has been expressly granted by Qogita.
  • All payments not received when payable will be considered overdue. In such a case, Qogita is entitled to charge interest at the rate of 10% plus the EONIA overnight rate per annum from when the payment becomes due until the amount is paid in full.
  • The Buyer shall bear any and all fees related to payment of the agreed amount.

Price Of Products

Qogita maintains the following terms for the price of goods:

  • The price of the goods shall be the quoted price shown at checkout. Qogita reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods in order to reflect any material increase in the cost to Qogita which is due to any factor beyond the control of Qogita.
  • Prices shown on Qogita are exclusive of any applicable Value Added Tax (VAT) unless otherwise specified. Qogita will charge the Buyer VAT at checkout if required by law. Qogita shall use the Buyer's provided and verified VAT number and shipping address for this purpose.
  • Qogita is free to change the prices shown on the platform as frequently as desired and may do so without providing its Buyers prior notice.
  • Some discounts may be available from time to time. We reserve the right to change the value of any discount amounts we distribute via our marketing channels.

Shipment And Delivery

Qogita maintains the following general terms for shipments and delivery of goods:

  • Delivery of goods is made through a shipping carrier, facilitated by the Seller or Qogita. Qogita typically notifies the buyer upon dispatch of goods.
  • Unless otherwise confirmed in writing, goods will be delivered to the shipping address provided at checkout. The buyer's responsibility is to accept the delivery of goods and collect goods from a collection point in cases where a delivery attempt has failed.
    • In cases where a buyer refuses a shipment or does not collect it from a collection point
      • Qogita reserves the right to charge an additional fee of up to €500 per attempt and incident per shipment.
      • Qogita is not liable to provide a refund, irrespective of shipment status.
  • Orders with a final destination outside the UK and EU are ex-works only, and the buyer is responsible for arranging transportation of the goods from our NL warehouse to the desired destination. Qogita is not responsible for the buyer's failure to arrange such transit and will not accept claims for this purpose.
  • Qogita maintains a minimum order value of €1K, below which orders will not be accepted. Qogita is free to change the minimum order value at will.
    • For orders that require consolidation and collection from our Netherlands warehouse, the minimum order value is €250k, and the buyers' authorised freight forwarder is responsible for arranging transportation of the goods from our Netherlands warehouse to the desired (export) destination. Proof of export should be forwarded to Qogita upon exporting the goods. Failing to do so will trigger a 21% NL VAT charge.
  • Qogita reserves the right to wholly or partially cancel an order if (i) it so desires without prejudice to any other right or if (ii) some or all of the goods are deemed undeliverable. In case of cancellation, Qogita aims to refund the paid amount to the buyer within a few days.
  • Once an order has been placed, the buyer relinquishes the right to cancel the order under any circumstance.
  • By default, goods are sold and shipped Ex-Works and uninsured for damaged, lost, missing, and suspected stolen items. It is the choice and responsibility of the buyer to purchase insurance directly from Qogita. If the buyer opts out of purchasing insurance from Qogita at checkout. In that case, the buyer relinquishes the right to claim for damaged, lost, missing, and suspected stolen items relating to that order.
  • Lead and processing times mentioned across Qogita's platform are approximate and cannot be guaranteed.
  • Any dates quoted for delivery of the goods are approximate and cannot be guaranteed. Qogita shall not be liable for any delay, irrespective of the cause. The goods may also be delivered in advance of the quoted delivery date.
  • Should the buyer receive goods in quantities greater than ordered or additional goods otherwise not ordered:
    • The buyer must notify Qogita no later than two weeks after final invoice issuance.
    • In cases where Qogita issues a Final Invoice prior to delivery, the buyer's responsibility is to notify Qogita no later than ten business days after delivery.
    • Qogita reserves the right to offer additional goods at an additional cost or request that the goods are returned at an expense to the buyer.

Risk And Property

Qogita maintains the following terms for risk to and property of goods sold:

  • Risk of damage to, or loss of, goods will pass to the Buyer once said goods either: a. have been collected by the Buyer from an agreed-upon address; or b. have been provided to the relevant shipping carrier by the Seller or Qogita.
  • All goods sold on Qogita's platform are sold and shipped on an Ex-Works basis to the Buyer unless the buyer chooses to purchase insurance from Qogita at checkout. For uninsured shipments, Qogita’s liability ends once goods are handed to the courier. For insured shipments, Qogita’s liability ends after the first delivery attempt.
  • Notwithstanding delivery and the passing of risk of said goods to the Buyer, full ownership of the goods will remain with Qogita until such time as Qogita has received in cash or cleared funds payments of the full purchase price of the goods (including but not limited to any additional costs such as shipping, commission and any payment fees).
  • Qogita deems all orders final, irrespective of payment status.

Product Information

  • All images across Qogita's platform are for illustrative purposes only.
  • Qogita cannot guarantee all relevant information is properly displayed on all screen sizes.
  • The Buyer is advised to access Qogita on a large-screen desktop when placing products in the cart or proceeding to checkout.
  • Qogita considers the GTIN as primary distinguishing factor for products. GTIN variation is allowed for substantial product similarities such as product brand, name, and volume.
  • Brands frequently update their product line versions without updating the related GTINs. As a result of this practice, a specific GTIN may have various versions.
  • Qogita cannot guarantee that the product version displayed in images across our platform is the version the Buyer will receive upon delivery.
  • Qogita deems all orders final, irrespective of payment status.

Shopping Preference

  • The buyer's responsibility is to ensure their desired shopping preferences are selected each time they log in to use Qogita's platform.
  • Should the buyer receive items contradictory to their shopping preferences:
    • If the buyer desires to claim for their order, the buyer's responsibility is to notify Qogita no later than one week after final invoice issuance. We cannot accept claims before final invoice issuance.
    • In cases where the buyer desires to claim for items received after their final invoice, the buyer's responsibility is to notify Qogita no later than one week after each delivery.
  • The buyer's responsibility is to check that the items they receive are suitable for sale in the location they intend to sell them.
  • Qogita takes no responsibility for any potential repercussions of a buyer's sale of unauthorised goods, intentional or otherwise.
  • Shopping Preferences are relative to a Seller's country and their agreement to provide goods suitable for their country.
  • An item's suitability for a buyer's Shopping Preference isn't solely defined by dispatch location. Sellers may utilise worldwide warehouses providing that this does not contradict any product restrictions.

Claims And Refunds

  • For orders where the buyer chooses not to purchase insurance at checkout, the buyer relinquishes the right to return or claim in cases of damaged, lost, missing, or stolen goods.
  • Should the buyer desire to claim for their order:
    • If the buyer desires to claim for their order, the buyer's responsibility is to notify Qogita no later than two weeks after final invoice issuance. We cannot accept claims before final invoice issuance.
    • In cases where the buyer desires to claim for items received after their final invoice, the buyer's responsibility is to notify Qogita no later than two weeks after each delivery.
    • In cases where the buyer desires to claim for missing items, the buyer's responsibility is to notify Qogita no later than two weeks after the final delivery. We cannot accept claims about missing items until we deliver all shipments for the related order.
  • Qogita reserves the right to refuse all claims requested beyond the given timeframe, irrespective of any insurance purchased by the buyer.
  • Qogita reserves the right to request further supporting evidence where the provided evidence isn't sufficient.
  • Qogita reserves the right to reject a claim in cases where the buyer refuses or fails to provide requested supporting evidence within the supplied timeframe.
  • Upon notice to the buyer that their claim is being investigated, the typical time frames provided are approximate and cannot be guaranteed. Qogita is not bound by any time frames to provide a decision or refund.
  • Qogita reserves the right to issue any approved refund for claims in the form of Qogita credit (inextricable wallet.)
  • Administrative and operational costs, such as shipping costs and payment fees, are only refunded in some circumstances and provided at the discretion of Qogita.
  • Qogita reserves the right to refrain from conversation pertaining to any claim during the investigative process and following Qogita's final decision.

Insolvency Of Buyer

If any or all of the following points hold:

  • The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, (being an individual or firm) becomes bankrupt (being a company) goes into liquidation otherwise than for the purpose of amalgamation or reconstruction; or
    • An encumbrance takes possession, or a receiver is appointed to any of the property; or assets of the buyer; or
    • The buyer ceases, or threatens to cease to carry on business; or
    • Qogita reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer.

Then without prejudice to any other right or remedy available to Qogita:

  • Qogita shall be entitled to cancel outstanding orders or suspend any further deliveries without any liability to the buyer, and if any goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

Force Majeure

Qogita will not be liable for any failure to perform which is due to Force Majeure. The term "Force Majeure" means any event beyond the reasonable control of Qogita, including but not limited to:

  • fire, flood, earthquake, explosion, inclement weather or unforeseeable natural occurrence or accident;
  • strikes, lock-outs, work-to-rule, or other labour disputes;
  • war, civil unrest, acts of vandalism, or other violence;
  • any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, civil or military authority;
  • global pandemics;
  • delay, cancellation or disruption of travel arrangements;
  • illness or injury to personnel;
  • any pre-emption, failure, degradation or severance of any facility or equipment that Qogita has procured for the provision of business.

Sell First, Pay Later

Qogita provides the Buyer with several options to defer the payment at checkout paying (i.e., on credit) as described in Qogita's Sell First, Pay Later scheme. To this end, Qogita reserves the right to:

  • Reject providing credit if it so deems appropriate or prudent.
  • To change the terms of providing credit at will.

If Qogita (i) rejects to provide credit or (ii) deems it necessary to change the credit terms, the Buyer will be notified in advance and given the option to annul the credit provision. The Buyer should note the following additional terms as well:

  • This credit facility is meant for professional merchants only. In case The Borrower is considered a consumer or non-professional, The Borrower is prohibited from requesting such credit.
  • Although the deferred payments may be charged automatically, the Buyer remains responsible for ensuring repayment occurs by the due date if the automatic payment fails to come through on time, irrespective of the cause.
  • Credit received as part of the Sell First, Pay Later scheme is independent of the order or transaction made on Qogita. The Buyer acknowledges that all credit received must be repaid in full, irrespective of any potential disputes with Qogita.
  • The order and credit issuance are completely separate and independent transactions.

Non-Disclosure Agreement

Information contained on Qogita is assumed to be not known to the general public ("Confidential Information"). Qogita protects its Confidential Information against unauthorised use and disclosure. As such, you agree that:

  • all Confidential Information will remain Qogita's exclusive property
  • you will use Confidential Information only to evaluate potential purchases from Qogita
  • you will not disclose Confidential Information to any individual, company or other third parties
  • you will notify Qogita immediately upon discovery of any unauthorised use of Confidential Information or any breach of this agreement
  • upon Qogita's request, you will deliver to Qogita all materials containing Confidential Information and, at our option, provide Qogita with a written certification of compliance

You also agree that you will not disclose information about Qogita that is confidential or proprietary to you or any other person or company.

Modifications

Qogita is free to revise these terms and conditions at any time and without notice. By using Qogita's platform, you agree to be bound by the then-current version of its Terms and Conditions.

Governing law

The agreement, these general terms and conditions, and any non-contractual obligations in connection with it, are governed exclusively by Dutch law, with the exclusion of the Vienna Convention for the International Sale of Goods.

Disputes

The Amsterdam district court has exclusive jurisdiction to settle all disputes in connection with the relation between Qogita and the Buyer and these general terms and conditions, including disputes concerning its existence, validity and any non-contractual obligations.

Financing

Subject to the terms set out below (the “Terms”) on Qogita’s Sell First, Pay Later service (the “Service”), the invoiced party (the “Buyer”) agrees to pay the full amount as specified on all invoices issued to them by Qogita EU B.V. or Qogita UK Ltd. (“Qogita”).

Consumer

Qogita’s Sell First, Pay Later service shall only apply to parties that do not qualify as a “consumer” under article 7:57 of the Dutch Civil Code. If the Buyer qualifies as a “consumer”, they are prohibited from receiving any credit, loan, advance or similar payment terms under this Service. By agreeing to these Terms, the Buyer hereby declares that they do not qualify as a “consumer” as defined in article 7:57 of the Dutch Civil Code. Should it be found otherwise, the Buyer waives its rights to any consumer level protections and hereby instructs Qogita that they wish to be treated as a professional/enterprise client for purposes of this Service.

Prepaid Amount

Subject to pre-approved ranges as defined by Qogita on its website and the Terms of this Service, the Buyer shall choose at checkout the amount to be paid immediately (the “Prepaid Amount”) and the corresponding amount of payment to be deferred (the “Deferred Amount”). Qogita may change the ranges unilaterally after the date of checkout.

Payment Term

Subject to pre-approved options as defined by Qogita on its website and the Terms of this Service, the Buyer shall choose at checkout the duration of deferral (the “Payment Term”) for payment of the Deferred Amount. The Buyer agrees to pay Qogita for the full outstanding Deferred Amount on or before the date linked to the Payment Term selected and specified at checkout (the “Due Date”). Qogita may change the options unilaterally after the date of checkout.

Service Fee

Concurrently, the Buyer agrees to pay Qogita a service fee as compensation for deferring payment in line with the Service provided. The charged service fee plus any VAT (if applicable) is automatically included within the Deferred Amount. The service fee charged depends on various factors, including the Payment Term and Prepaid Amount, which have been selected by the Buyer. The service fee charged is as specified at checkout, included on the related invoice, and is visible in the credit history section of the Buyer's dashboard on the Qogita website.

Payment

It is the Buyer's responsibility to ensure payment is made on time. Failure to do so may result in the Buyer's account on Qogita being blocked.

Default

If, for any reason, the Buyer does not pay any or all of the Deferred Amount on or before the Due Date, the Buyer shall be in default. In such case, Qogita may, without providing further notice, declare all outstanding amounts immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced to the Buyer. Additionally, the Buyer shall pay an additional late payment fee of 0.2% per day on the entire remaining unpaid balance for every day the payment is delayed.

Late Payment Collection Fees

In case of default, in addition to the aforementioned late payment fees, Qogita may seek assistance from (i) debt collectors, (ii) lawyers or (iii) any other professional adviser. The fees paid to these parties will be added to the outstanding and unpaid balance to be repaid by the Buyer.

Accountability

The Buyer understands and agrees that they are ultimately responsible for repaying all outstanding amounts invoiced, including any interest, VAT and fees, and are liable in case of default.

Indemnification

The Buyer shall bear full responsibility for their provided information such as but not limited to the Buyer’s company name, address, VAT number, contact email etc. If it is found the Buyer provided wrong information, whether intentional or not, Qogita is allowed to declare all outstanding amounts invoiced immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced.

Communication

All communication regarding the Service will be conducted via Buyer’s email address provided. Communication conducted via this medium will be deemed received, read and legally binding.

Independent Obligations

The Buyer acknowledges that the Deferred Amount invoiced must be paid in full, irrespective of any potential disputes with Qogita on other invoices.

Illegality

If and to the extent that any provision of the Service is held to be illegal, void or unenforceable, this shall not affect the validity of the other provisions of the Service.

No Rescission; Errors

The Buyer may not rescind (ontbinden) its agreement to the Terms of this Service. If the Buyer has made an error (heeft gedwaald) in relation to the Terms of this Service, it shall bear the risk of that error.

No Suspension

The Buyer may not suspend (opschorten) compliance with its obligations under or in connection with this Service on whatever grounds.

Changes to Qogita

Qogita may (i) assign (overdragen) its rights under this Service or (ii) transfer its legal relationship (rechtsverhouding) under this Service, (in each case either in its entirety or in part) to another person. The Buyer hereby cooperates with any transfer in anticipation.

Governing Law

This Service and any non-contractual obligation arising out of or in connection with it are governed exclusively by Dutch law.

Disputes

All disputes arising out of or in connection with this Service and any invoiced amounts, including disputes concerning its existence, its validity and any non-contractual obligation, will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“NCC”), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC in Summary Proceedings (“CSP”) in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeals Chamber for International Commercial Matters.

Insurance

Qogita’s Shipping coverage is an optional service that offers the invoiced party (the“Buyer”) protection against the risk of physical loss or damage to parcels from external causes during transportation, in accordance with the terms set out below (the “Terms”).

Consumer

Qogita’s Shipping coverage service shall only apply to parties that do not qualify as a “consumer” under article 7:57 of the Dutch Civil Code. By agreeing to these Terms, the Buyer hereby declares that they do not qualify as a “consumer” as defined in article 7:57 of the Dutch Civil Code. Should it be found otherwise, the Buyer waives its rights to any consumer-level protections and hereby instructs Qogita that they wish to be treated as a professional/enterprise client for purposes of this coverage.

Pricing

Subject to coverage rates as defined by Qogita on its website and the Terms of this coverage, the Buyer shall at its sole discretion, choose at checkout whether to buy the coverage. the Buyer is not allowed to subsequently cancel the coverage cover. Qogita is not able to provide the Buyer with advice as to the suitability of the coverage.

Payment

The Buyer agrees to pay Qogita a service fee as compensation for the coverage against the risk of physical loss or damage to parcels from external causes in line with the Terms of this coverage. The charged service fee alongside any VAT (if applicable), is as specified at the time of checkout and is automatically included on the related invoice. The Buyer understands and agrees that they are ultimately responsible for ensuring all payment is made on time.

Coverage

The Buyer agrees to pay Qogita a service fee as compensation for financial protection against the risk of physical loss or damage to parcels from external causes in line with the Terms of this Insurance. The charged service fee alongside any VAT (if applicable), is as specified at the time of checkout and is automatically included on the related invoice. The Buyer understands and agrees that they are ultimately responsible for ensuring all payment is made on time. Failure to do so may result in the Buyer’s account on Qogita being blocked.

General Exclusions

Compensation for recoverable losses is subject to Qogita's General Terms and Conditions, as well as the general exclusions below:

  • Consequential losses, loss of profit or interest, any indirect losses
  • Loss, damage or expense attributable to the willful misconduct by the Buyer or its agents
  • Loss, damage or expense caused by delay

Each coverage applies to goods under a single order. At the sole discretion of Qogita, some additional restrictions may apply, depending on the invoice shipping address.

Claims

It is the Buyer’s responsibility to ensure that a claim is made within 24 hours of delivery and in accordance with Qogita’s Claims process. Failing to act as instructed might lead to your claim being rejected. By taking up this coverage, the Buyer confirms that any claim made is legitimate and that the information provided to Qogita as part of the Claims process is true and accurate.

Compensation

If the Buyer’s claim is successful, Qogita will replace the damaged/lost goods (including shipping) for the relevant invoice at no extra cost.

Provision of information

By taking out the proposed coverage the Buyer confirms that it has provided Qogita will all facts and circumstances that may be material to the provision of the coverage.

Indemnification

The Buyer shall bear full responsibility for their provided information such as but not limited to the Buyer’s company name, address, VAT number, contact email, details on claims etc. If it is found the Buyer provided wrong information, whether intentional or not, Qogita is allowed to declare all outstanding amounts invoiced immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced.

Communication

All communication regarding the Insurance will be conducted via Buyer’s email address provided. Communication conducted via this medium will be deemed received, read and legally binding.

Independent Obligations

The Buyer acknowledges that the service charges for the Insurance must be paid in full, irrespective of any potential disputes with Qogita on other invoices or services.

Illegality

If and to the extent that any provision of the coverage is held to be illegal, void or unenforceable, this shall not affect the validity of the other provisions of the coverage.

No Rescission; Errors

The Buyer may not rescind (ontbinden) its agreement to the Terms of this coverage. If the Buyer has made an error (heeft gedwaald) in relation to the Terms of this coverage, it shall bear the risk of that error.

No Suspension

The Buyer may not suspend (opschorten) compliance with its obligations under or in connection with this coverage on whatever grounds.

Governing Law

This Insurance and any non-contractual obligation arising out of or in connection with it are governed exclusively by Dutch law.

Disputes

All disputes arising out of or in connection with this coverage, including disputes concerning its existence, its validity and any non-contractual obligation, will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“NCC”), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC in Summary Proceedings (“CSP”) in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeals Chamber for International Commercial Matters.