Terms & Conditions

Merovino Commerce B.V. · As of: February 2026

1. Scope of Application

(1) These Terms & Conditions (hereinafter "T&C") of Merovino Commerce B.V. (hereinafter "Seller") apply to all contracts concluded by a consumer or business customer (hereinafter "Customer") with the Seller via the Seller's online shop for laboratory equipment and supplies.

(2) For business customers, deviating, conflicting or supplementary terms of the Customer apply only if and to the extent that the Seller has expressly accepted them in writing.

(3) A business customer within the meaning of these T&C is a natural or legal person acting for purposes relating to their trade, business, craft or profession.

(4) A consumer within the meaning of these T&C is any natural person who concludes a contract for purposes that are outside their trade, business, craft or profession.

2. Conclusion of Contract

(1) The product descriptions contained in the Seller's online shop do not constitute binding offers by the Seller. They invite the Customer to submit a binding order.

(2) The Customer can submit the offer via the online order form integrated into the Seller's online shop. In doing so, after placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer with regard to the goods contained in the shopping cart by clicking the button that completes the ordering process.

(3) The Seller may accept the Customer's offer within five days,

  • by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), or
  • by delivering the ordered goods to the Customer, or
  • by requesting payment from the Customer after the Customer has placed their order.

(4) The contract is concluded upon acceptance of the offer by the Seller. The automatic acknowledgement of receipt of an order does not yet constitute acceptance unless it expressly states that the order has been accepted.

3. Prices and Terms of Payment

(1) Unless otherwise stated in the Seller's product description, the prices indicated are total prices in euros and include the applicable value added tax. Any delivery and shipping costs are shown separately before the Customer submits the order.

(2) The Seller delivers within the European Union. Standard shipping costs are EUR 8.90 per order; shipping is free for orders with a goods value of EUR 150.00 or more.

(3) Payment is made exclusively by advance payment by bank transfer. No other payment methods are available unless individually agreed otherwise.

(4) When the advance payment method is selected, the Seller provides the Customer with its bank details in the order confirmation and delivers the goods after receipt of payment.

(5) If the Customer is in default of payment, the Seller may charge statutory interest and reasonable collection costs to the extent permitted by applicable law.

4. Delivery and Shipping Terms

(1) Goods are delivered by shipping to the delivery address specified by the Customer within the European Union, unless otherwise agreed.

(2) Delivery times stated in the online shop or order process are estimates unless a fixed delivery date has been expressly agreed. Mandatory consumer rights in the event of delayed delivery remain unaffected.

(3) In the case of delivery by freight forwarder, delivery is made "kerbside", i.e. up to the kerb nearest to the delivery address that can be reached by truck.

(4) If the Customer provides incorrect information about their address, the costs of a renewed delivery shall be borne by the Customer.

(5) For consumers, the risk of accidental loss or damage passes when the goods are delivered to the consumer or to a third party designated by the consumer who is not the carrier. For business customers, the risk passes when the Seller hands the goods over to the freight forwarder, carrier or other person designated to carry out the shipment.

5. Retention of Title

(1) The delivered goods remain the property of the Seller until full payment has been made.

(2) For business customers, the Seller retains title to the goods until all claims arising from the ongoing business relationship have been settled in full, to the extent permitted by applicable law.

(3) The Customer is obliged to treat the goods with care for the duration of the retention of title. In particular, the Customer is obliged to insure them adequately at their own expense against theft, fire and water damage at replacement value.

(4) The Customer may neither pledge the reserved goods nor assign them as security. In the event of seizures or other interventions by third parties, the Customer must notify the Seller immediately in writing.

6. Warranty / Claims for Defects

(1) The statutory conformity and warranty rights apply, including mandatory consumer protections under EU and national law.

(2) As a consumer, you are requested to check the goods immediately upon delivery for completeness, obvious defects and transport damage and to notify us and the freight forwarder of any complaints as soon as possible. If you fail to do so, this has no effect on your statutory warranty claims.

(3) Business customers must inspect the goods after delivery and notify the Seller of visible defects or transport damage as soon as reasonably possible. Defects that are not immediately visible must be reported as soon as reasonably possible after discovery.

(4) Any limitation of warranty claims for business customers is subject to applicable Dutch law and does not affect liability or rights that cannot be limited by contract.

7. Liability

(1) The Seller is liable to the Customer for damages and reimbursement of expenses in accordance with applicable law and the following provisions.

(2) Nothing in these T&C excludes or limits liability where such exclusion or limitation is not permitted by law, including liability:

  • in the case of intent or gross negligence,
  • in the case of intentional or negligent injury to life, body or health,
  • on the basis of a guarantee promise, insofar as nothing else is regulated in this respect,
  • on the basis of mandatory liability such as under the Product Liability Act.

(3) If the Seller negligently breaches a material contractual obligation, liability may be limited to foreseeable, contract-typical damage, unless liability is unlimited under the preceding paragraph. Material contractual obligations are those obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may reasonably rely.

(4) In all other respects, liability of the Seller is excluded to the extent permitted by applicable law.

(5) The above liability provisions also apply with regard to the liability of the Seller for its vicarious agents and legal representatives.

8. Special Provisions for Business Customers (B2B)

(1) The following provisions apply additionally to contracts with business customers:

(2) There is no statutory right of withdrawal for business customers. The statutory right of withdrawal only applies to consumers.

(3) The risk of accidental loss and accidental deterioration of the goods passes to the business customer upon handover, or in the case of a sale by dispatch upon delivery of the item to the freight forwarder, carrier or other person designated to carry out the shipment.

(4) Delivery dates and delivery periods are always deemed to have been agreed only approximately, unless a fixed date or a fixed period has been expressly promised.

(5) Partial deliveries are permissible insofar as they are reasonable for the business customer.

(6) Offsetting against counterclaims of the business customer or retention of payments on account of such claims is only permissible if the counterclaims are undisputed or have been established by a final court ruling.

9. Applicable Law, Place of Jurisdiction

(1) These T&C and the contractual relationship between the Seller and the Customer are governed by Dutch law, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law does not deprive them of mandatory consumer protections that apply under the law of their country of habitual residence where such protections cannot be excluded.

(2) For business customers, the place of jurisdiction for disputes arising from or in connection with the contractual relationship is Maastricht, Netherlands, to the extent legally permitted.

10. Final Provisions

(1) Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected thereby.

(2) The contract language is English.

(3) Version of these T&C: February 2026

Note: These T&C serve as a template and should be reviewed by a lawyer and adapted to the specific needs of the company before use.