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Buyer Terms and Conditions

Effective as of: 5 April 2021

1. Introduction

This terms and conditions and all policies and additional terms posted on and in our sites, set out the terms on which MEMIDOS offers you access to and use of our applications, tools and services (collectively “Services”)

2. About MEMIDOS

Memidos is a platform that allow businesses to offer, sell and buy all kinds of new materials, products, parts, tools and machinery. The actual contract for sale is directly between the seller and buyer. MEMIDOS is not a party to the transaction, and it is not a seller, dealer or distributor.

Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes, MEMIDOS has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

3. Using MEMIDOS

In connection with using or accessing our Services you agree to comply with this Terms and Conditions, our policies, our terms, and all applicable laws, rules, and regulations, and you agree to the following:

• you must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member”). Except with MEMIDOS’ approval, one User may only register one member account on the Sites. MEMIDOS may cancel or terminate a User’s member account if MEMIDOS has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts.
• when buying a product you must make yourself familiar with the sellers policies. The seller policies can be found under each product description and at the page with the sellers company description.
• If you would like to make a purchase as a private individual (not a company), you accept that you can only purchase an item if the seller specifically has marked the item as for “Sale to Private Consumer”.
• not to undertake any action to undermine the integrity of the computer systems or networks of MEMIDOS and/or any other User nor to gain unauthorized access to such computer systems or networks.
• not to undertake any action which may undermine the integrity of the MEMIDOS review system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.

If we believe you are abusing MEMIDOS and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, remove any special status associated with your account(s), and take technical and/or legal steps to prevent you from using our Services.

If we believe you are violating our policies prohibiting Offers to buy or sell outside of MEMIDOS, you may be subject to a range of actions, including limits on your buying privileges, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

4. Purchase Conditions

When buying an item on our Services, you agree that:

• You are fully aware that the transaction is directly between you and the seller and that the ownership is transferred directly from the seller to you,
• MEMIDOS do not transfer legal ownership of items from the seller to you,
• you are responsible for reading the full product listing before making a purchase,
• you enter into a legally binding contract to purchase a product when you commit to buy a product or your offer for a product is accepted.

5. Manage Payment

MEMIDOS facilitates (through third party payment processors) the payment of your purchase (i.e. the payment facilitation service) for and on behalf of the Seller (MEMIDOS never acts nor operates as the merchant of record). Payment is safely processed from your credit/debit card or bank account to the MEMIDOS Client account. Pay-out from MEMIDOS to the seller is only done when your purchased products has been shipped.

6. Policies set by the Seller

Policies regarding Shipping of goods, Cancellation of order, Return of goods and Refund as well as policies regarding product warranty is set by the Seller and can be seen on the sellers product page together with the description of the product.

7. Authorization to Contact You; Recording Calls; Analyzing Message Content

MEMIDOS may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce these Terms and Conditions, our policies, applicable law, or any other agreement we may have with you. MEMIDOS may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions). Our collection, use, disclosure, retention, and protection of your personal information is governed by our Privacy Policy.

MEMIDOS’s automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of these Terms and Conditions, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. MEMIDOS may store message contents, including to conduct this scanning and analysis.

8. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Order update and other notification functionality in MEMIDOS’ applications may not occur in real time. Such functionality is subject to delays beyond MEMIDOS’ control.

We try to offer reliable product data, but cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that MEMIDOS is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold MEMIDOS liable for inaccuracies.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will MEMIDOS (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or MEMIDOS was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

• your use of or your inability to use our Services;
• pricing, shipping, format, or other guidance provided by MEMIDOS;
• delays or disruptions in our Services;
• viruses or other malicious software obtained by accessing or linking to our Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Services;
• damage to your hardware device from the use of any MEMIDOS Service;
• the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
• a suspension or other action taken with respect to your account or breach of the Abusing MEMIDOS Section above;

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of our selling fee for the order in dispute giving rise to the liability, or (b) €100.

9. Release

If you have a dispute with one or more sellers (or other members or affiliates of www.memidos.com), you release MEMIDOS (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

10. Indemnity

You will indemnify and hold MEMIDOS (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms and Conditions, your improper use of our Services or your breach of any law or the rights of a third party.

11. Force Majeure

MEMIDOS shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (i) system shut-down for maintenance; (ii) inability to transmit data due to failures in communications terminals or telecommunications equipment; (iii) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or (iv) suspension or delay of services or systems failure due to reasons beyond the reasonable control of MEMIDOS such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

12. Legal Disputes

These Terms and Conditions and any dispute arising hereunder or from the use of our services shall be governed by and interpreted and construed in accordance with the laws of Denmark, without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the courts located in Copenhagen, Denmark, and each party consents to the exclusive personal jurisdiction and venue of such courts. The language of the courts will be English.

13. General

Except as otherwise provided in these Terms and Conditions, if any provision of these Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign these Terms and Conditions, and in such event, we will post notice on www.memidos.com.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms and Conditions.

We may amend these Terms and Conditions at any time by posting the amended terms on www.memidos.com. Our right to amend the Terms and Conditions includes the right to modify, add to, or remove terms in the Terms and Conditions. We will provide you 30 days’ notice by posting the amended terms. Additionally, we will notify you through the MEMIDOS Message System and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Terms and Conditions through an electronic click-through. These Terms and Conditions may not otherwise be amended except through mutual agreement by you and a MEMIDOS representative who intends to amend these Terms and Conditions and is duly authorized to agree to such an amendment.

Without limiting MEMIDOS’ ability to refuse, modify, or terminate all or part of our Services, MEMIDOS may also terminate these Terms and Conditions with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on www.memidos.com.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Terms and Conditions. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms and Conditions.

These Terms and Conditions and all polices posted through our Services set forth the entire understanding and agreement between you and MEMIDOS, and supersede all prior understandings and agreements of the parties.