Qogita

Terms & Conditions – Buyer

Published On . Entered Into Effect .

Sections

Qogita's House Rules

The following terms and conditions apply to all interactions on Qogita's platform. Buyers agree to be bound by these terms and conditions and all applicable laws and regulations by interacting with the platform. You are prohibited from using or accessing the platform if you do not agree with any or all of these terms.

The materials contained in this website are protected by applicable copyright and trademark laws. Qogita's Help Center and amendments thereto are considered part of these terms and conditions as if incorporated herein. Qogita reserves the right to amend and update its terms and conditions and help center without prior notice.

The Buyer may not rescind (ontbinden) its agreement to these terms and conditions in its entirety or part. The Buyer may not suspend (opschorten) compliance with its obligations under or in connection with these terms and conditions on whatever grounds.

Interpretation And Identity

Qogita interprets the terms and conditions as follows: All orders accepted by Qogita EU BV, Qogita UK Ltd, Qogita USA Inc, or Qogita Finance B.V. (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, unless otherwise expressly agreed to in writing by Qogita. Qogita reserves the right to alter these terms and conditions at any time at its own will.

Qogita's summary company details:

Registered Addresses

  • Qogita EU B.V.: 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 Registrations

  • Qogita EU B.V.: 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 IBAN: BE75967031659651
  • EUR BIC: TRWIBEB1XXX
  • GBP Sort Code: 23-14-70
  • GBP Account Number: 74579631
  • USD Routing Number: 084009519
  • USD Account Number: 9600000000067511

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.
  • Payments not received when payable will be considered overdue. In such a case, Qogita is entitled to charge a late payment fee on the remaining unpaid balance every day the payment is delayed.
  • The Buyer shall bear all fees related to payment of the agreed amount.
  • Repayments are allocated first to the late payment fee, then to the deferral fee (if applicable). Only after payment of the late payment fee and deferral fee will repayments be allocated to the rest of the outstanding amount.
  • The Buyer authorizes Qogita to take all such steps as are deemed necessary to verify all information provided by the Buyer independently and to check the Buyer's creditworthiness. The Buyer understands that these checks may include contacting Credit Reference Agencies (CRAs), fraud and money laundering prevention agencies, and the electoral register and providing them with information (such as payment behavior data) about the Buyer. Qogita may also conduct periodic searches and establish ongoing monitoring at CRAs to manage the Buyer's account.

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 to reflect any material increase in the cost to Qogita due to any factor beyond the control of Qogita.
  • Prices on the platform exclude 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. Qogita reserves the right to change the value of any discounts distributed via any marketing channels or made available on our website without prior notice.

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. It is the Buyer's responsibility to accept the delivery of goods and collect goods from a collection point in cases where a delivery attempt has failed.
  • Any refusals of shipments or non-collections by the Buyer may incur an additional fee.
  • Orders may be subject to a minimum order value ("MOV") as determined occasionally by Qogita. Qogita reserves the right to change the MOV without prior notice. Orders below the MOV will not be accepted.
  • Qogita reserves the right to wholly or partially cancel an order if (i) it desires without prejudice to any other right or if (ii) some or all of the goods are deemed undeliverable by Qogita. 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 Carriage Paid To ("CPT") and not insured by Qogita for damaged, lost, missing, and suspected stolen items or any incidents during transit. 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, Qogita reserves the right to refuse any claim for damaged, lost, missing, and suspected stolen items or any incidents during transit relating to that order.
  • Goods consolidated and/or collected from either Qogita's appointed warehouse or a third-party designated warehouse are sold and prepared Ex-Works ("EXW") and not insured by Qogita for damaged, lost, missing, and suspected stolen items.
  • Lead and processing times mentioned across Qogita's platform are approximate and are not 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 invoiced or additional goods otherwise not invoiced:
    • The Buyer must notify Qogita immediately after delivery.
    • Qogita reserves the right to charge the Buyer for additional goods received at an additional cost or request that the goods are returned.

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:
    • Have been collected by the Buyer from an address agreed upon in writing with the Seller or Qogita.
    • 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 a Carriage Paid To ("CPT") basis unless it's agreed between Qogita and the Buyer, prior to placing an order, that the Buyer wishes to consolidate and/or collect goods from either Qogita's appointed warehouse, or a third-party designated warehouse, wherein we prepare goods for collection on an Ex-Works ("EXW") basis; insurance is not available for orders placed on an Ex-Works basis.
  • For insured shipments, Qogita's liability ends after the first delivery attempt. For orders on an Ex-Works basis, Qogita's liability ends once the goods have been made available for collection and notified to the Buyer. For all other uninsured shipments, Qogita's liability ends once the goods are handed to a carrier at origin.
  • Notwithstanding delivery and the passing of the risk of said goods to the Buyer, full ownership of the goods will remain with Qogita until Qogita has received in cash or cleared funds payments of the total purchase price of the goods (including but not limited to any additional costs such as shipping, commission, and any payment fees).
  • Once the Buyer checks out, Qogita deems the order as final and amendments are not allowed. If the Buyer chooses to pay by Bank Transfer, Qogita deems the order final upon receipt of payment and reserves the right to cancel the order if payment is not received timely.

Product Information

Qogita maintains the following terms for product information across its platform and communications:

  • All images across Qogita's platform are for illustrative purposes only.
  • Qogita cannot guarantee that all relevant information is correctly 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 the primary distinguishing factor for products. GTIN variation is allowed for substantial product similarities such as product brand, name, and volume, including but not limited to variations relating to product line versions.
  • Qogita cannot guarantee that the product version displayed in images across our platform is the version the Buyer will receive upon delivery.

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 to ensure that the items they buy are suitable for sale in the Buyer's intended resale market. Maintenance updates to Qogita's platform may reset a buyer's shopping preferences. Qogita shall not be held liable for any consequences should the Buyer fail to ensure their preferences are correct before placing an order.

The Buyer is responsible for checking that the items they receive are suitable for sale in the intended market of sale; Qogita takes no responsibility for any sale of unauthorized goods, intentional or otherwise, by the Buyer.

Should the Buyer receive items contradictory to their shopping preferences, the Buyer may be eligible for a refund subject to Qogita's terms and conditions. Notification period requirements apply.

Insurance

Qogita’s Shipping coverage is an optional service that offers 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.

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

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. Failure to do so may result in the Buyer's account on Qogita being blocked.

Compensation for recoverable losses is subject to Qogita's 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 a single order and the goods under that order. At the sole discretion of Qogita, some additional restrictions may apply, depending on the invoice shipping address.

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.

Claims And Refunds

For orders where the Buyer chooses not to purchase insurance at checkout, Qogita reserves the right to refuse any returns or claims in cases of damaged, lost, missing, or stolen goods relating to the order.

Should the Buyer desire to claim for their order:

  • If the Buyer is eligible to make a claim on their order, it is the Buyer's responsibility to notify Qogita within the notification period and in accordance with Qogita’s claims process. All claims are subject to Qogita's terms and conditions. Failing to act as instructed might lead to your claim being rejected. 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.
  • Qogita reserves the right to refuse claims requested beyond the given deadline, irrespective of any insurance purchased by the Buyer.
  • Qogita reserves the right to request further supporting evidence where the provided evidence of damaged, lost, missing, or stolen goods 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 frame 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) or to replace the damaged/lost goods (including shipping) for the relevant invoice at its discretion for successful claims.
  • Administrative and operational costs, such as 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.

Sell First, Pay Later

At checkout, Qogita provides the Buyer with several options to defer payment (i.e., on credit) under Qogita's Sell First, Pay Later scheme as set out below. 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 repay any outstanding amounts in full immediately to annul the credit provision.

The Buyer agrees to pay the full amount as specified on all invoices issued to them by Qogita by the due date listed on the invoice. It is the Buyer's responsibility to ensure payment is received by Qogita on time. Failure to do so may result in the order being considered overdue and the Buyer's account on Qogita being blocked. All repayments are allocated first to the late payment fee, then to the deferral fee, and only then to the rest of the outstanding amount.

Qogita's Sell First, Pay Later service shall only apply to parties that do not qualify as a "consumer" or "sole proprietor" under the Dutch Civil Code. If the Buyer qualifies as a "consumer" or "sole proprietor", they are prohibited from receiving any credit, loan, advance, or similar payment terms. The Buyer hereby declares that they do not qualify as a "consumer" or "sole proprietor" as defined in the Dutch Civil Code. Should it be found otherwise, access to this Service will immediately be terminated, and all outstanding amounts will be due for payment.

Subject to pre-approved ranges as defined by Qogita on its website, 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.

Subject to pre-approved options as defined by Qogita on its website, 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.

If the Buyer has made an error (heeft gedwaald) in relation to these terms of service above, it shall bear the risk of that error.

Concurrently, the Buyer agrees to pay Qogita a service fee as compensation for deferring payment in line with the service provided. The service fee and any VAT (if applicable) are automatically included in the Deferred Amount. The service fee charged depends on various factors, including the Payment Term and Prepaid Amount, which the Buyer has selected. 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.

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. Qogita shall also be entitled to cancel outstanding orders or suspend any further deliveries without any liability to the buyer as well as use all and any payments from the Buyer against the overdue balance of the Buyer. Additionally, the Buyer shall pay an additional late payment fee on the remaining unpaid balance every day the payment is delayed.

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.

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, including on any outstanding support/refund claims. The order and credit issuance are wholly separate and independent transactions.

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 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 further deliveries without liability to the Buyer. If any goods have been delivered but not paid for, the payment shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

Force Majeure

Qogita will not be liable for failure to perform 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.
  • 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.
  • Pre-emption, failure, degradation, or severance of any facility or equipment that Qogita has procured for the provision of business.

Non-Disclosure Agreement

Information on Qogita is assumed to be unknown to the general public ("Confidential Information"). Qogita protects its Confidential Information against unauthorized 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 third parties.
  • You will notify Qogita immediately upon discovering any unauthorized use of Confidential Information or any breach of this agreement.
  • Upon Qogita's request, you will deliver to Qogita all confidential information materials 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.

Communication

All communication will be conducted via the Buyer's email address and telephone number provided or the Buyer's dashboard on the Qogita platform. Communication conducted via this medium will be deemed received, read, and legally binding.

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.

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, including but not limited to the Buyer's company name, address, VAT number, and contact email. If it is found that 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.

Changes to Qogita

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

Illegality

If and to the extent that any provision of these terms and conditions is held to be illegal, void, or unenforceable, this shall not affect the validity of the other provisions of these 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, excluding 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. Any disputes will be resolved 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.