Terms of service

Terms and Conditions

Article 1: Definitions

1. MOAI Europe BV, established in Zevenaar, registered with the Chamber of Commerce under number 95650024, is hereinafter referred to in these Terms and Conditions as the Seller.
2. The counterparty of the Seller is hereinafter referred to in these Terms and Conditions as the Buyer.
3. The Parties shall mean the Seller and the Buyer jointly.
4. The Agreement shall mean the purchase agreement between the Parties.

Article 2: Applicability of the Terms and Conditions

1. These Terms and Conditions apply to all quotations, purchase price lists, offers, agreements, and deliveries of services or goods by or on behalf of the Seller.
2. Any deviation from these Terms and Conditions shall only be valid if expressly agreed upon by the Parties in writing.

Article 3: Payment

1. The full purchase price shall always be paid immediately upon ordering. In some cases, a deposit may be required for reservations. In such cases, the Buyer will receive confirmation of the reservation and the advance payment.
2. If the Buyer fails to pay on time, they shall be in default. If the Buyer remains in default, the Seller shall be entitled to suspend its obligations until the Buyer has fulfilled their payment obligation.
3. If the Buyer remains in default, the Seller shall proceed with collection. The costs associated with such collection shall be borne by the Buyer. These collection costs shall be calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs.
4. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the Buyer, the Seller’s claims against the Buyer shall become immediately due and payable.
5. If the Buyer refuses to cooperate with the performance of the agreement by the Seller, the Buyer shall still be obliged to pay the agreed price to the Seller.

Article 4: Offers, Purchase Price Lists, Quotations, and Price

1. Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within the specified period, it shall lapse.
2. Delivery times stated in quotations are indicative only and do not entitle the Buyer to terminate the agreement or claim damages in the event of exceeding such delivery times, unless expressly agreed otherwise by the Parties in writing.
3. Offers and quotations do not automatically apply to repeat orders. The Parties must expressly agree to this in writing.
4. The prices stated in offers, purchase price lists, quotations, and invoices consist of the purchase price excluding applicable VAT and any other government levies.

Article 5: Amendment of the Agreement

1. If, during the performance of the Agreement, it becomes necessary to amend or supplement the work to be performed for its proper execution, the Parties shall, in a timely manner and by mutual consultation, adjust the Agreement accordingly.
2. If the Parties agree that the Agreement is amended or supplemented, the time of completion of its performance may be affected. The Seller shall inform the Buyer of this as soon as possible.
3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.
4. If the Parties have agreed on a fixed price, the Seller shall indicate to what extent the amendment or supplement to the Agreement will result in an increase of this price.
5. Notwithstanding the provisions of paragraph 3 of this Article, the Seller may not charge additional costs if the amendment or supplement is the result of circumstances attributable to the Seller.

Article 6: Delivery and Transfer of Risk

1. As soon as the purchased goods have been received by the Buyer, the risk shall transfer from the Seller to the Buyer.

Article 7: Inspection and Complaints

1. The Buyer is obliged to inspect the delivered goods at the time of delivery, or at least within the shortest possible time thereafter. In doing so, the Buyer must examine whether the quality and quantity of the delivered goods conform to what has been agreed between the Parties, or at least meet the standards that apply in normal commercial practice.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted by the Buyer to the Seller in writing within 10 working days after the date of delivery of the goods.
3. If a complaint is found to be justified within the specified period, the Seller shall have the right, at its discretion, either to remedy the defect, to redeliver the goods, or to refrain from delivery and issue a credit note to the Buyer for the relevant part of the purchase price.
4. Minor deviations and/or variations customary in the industry in respect of quality, quantity, size, or finish cannot be held against the Seller.
5. Complaints relating to a specific product shall not affect other products or components forming part of the same Agreement.
6. No complaints will be accepted after the goods have been processed by the Buyer.

Article 8: Samples and Models

1. If a sample or model has been shown or provided to the Buyer, it is presumed to have been provided for indication purposes only, without the goods to be delivered having to correspond thereto. This shall be different only if the Parties have expressly agreed that the goods to be delivered shall correspond to such sample or model.
2. In agreements relating to immovable property, any statement of surface area or other measurements and indications shall likewise be deemed to be for indication purposes only, without the delivered property having to correspond thereto.

Article 9: Delivery

1. Delivery shall take place “ex warehouse” in Zevenaar, unless agreed otherwise in writing. This means that all costs shall be borne by the Buyer.
2. The Buyer is obliged to take delivery of the goods at the moment the Seller delivers them or has them delivered, or at the moment when the goods are made available to the Buyer in accordance with the Agreement.
3. If the Buyer refuses to take delivery or fails to provide the information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Buyer’s expense and risk.
4. If the goods are delivered, the Seller shall be entitled to charge any delivery costs.
5. If the Seller requires information from the Buyer for the performance of the Agreement, the delivery period shall commence after the Buyer has made such information available to the Seller.
6. Any delivery period stated by the Seller is indicative only and shall never be considered a strict deadline. In the event of exceeding such a period, the Buyer must give the Seller written notice of default.
7. The Seller is entitled to deliver the goods in parts, unless the Parties have agreed otherwise in writing or partial delivery has no independent value. In the case of delivery in parts, the Seller is entitled to invoice each part separately.

Article 10: Force Majeure

1. If the Seller is unable to perform, fails to perform on time, or fails to properly perform its obligations under the Agreement due to force majeure, the Seller shall not be liable for any damages suffered by the Buyer.
2. Force majeure shall in any case be understood by the Parties to mean any circumstance which the Seller could not reasonably have foreseen at the time of entering into the Agreement and as a result of which the normal performance of the Agreement cannot reasonably be required by the Buyer, such as, but not limited to, illness, war or threat of war, civil war and riots, acts of violence, sabotage, terrorism, energy failures, flooding, earthquakes, fire, occupation of business premises, strikes, lockouts, changes in government measures, transport difficulties, and other disruptions in the Seller’s business.
3. The Parties shall further understand force majeure to include the circumstance that suppliers on which the Seller depends for the performance of the Agreement fail to fulfil their contractual obligations towards the Seller, unless such failure is attributable to the Seller.
4. If a situation as referred to above occurs as a result of which the Seller cannot fulfil its obligations towards the Buyer, those obligations shall be suspended for as long as the Seller is unable to perform them. If the situation referred to in the preceding sentence has lasted for 30 calendar days, the Parties shall have the right to terminate the Agreement in whole or in part in writing.
5. If the force majeure situation continues for more than three months, the Buyer shall have the right to terminate the Agreement with immediate effect. Termination may only be effected by registered letter.

Article 11: Transfer of Rights

1. Rights of a Party under this Agreement may not be transferred without the prior written consent of the other Party. This provision shall have proprietary effect as referred to in Section 3:83(2) of the Dutch Civil Code.

Article 12: Retention of Title and Right of Retention

1. All goods present at the Buyer’s premises, as well as delivered goods and components, shall remain the property of the Seller until the Buyer has paid the full agreed price. Until such time, the Seller may invoke its retention of title and reclaim the goods.
2. If the agreed advance payments are not made or are not made on time, the Seller shall have the right to suspend the performance of its obligations until the agreed amount has been paid. In such a case, the Buyer shall be in creditor default. Any delay in delivery cannot be attributed to the Seller.
3. The Buyer is not entitled to pledge or otherwise encumber the goods subject to the retention of title.
4. The Buyer undertakes to insure and keep insured the goods delivered under retention of title by the Seller against fire, explosion and water damage, as well as theft, and to make the insurance policy available for inspection upon first request.
5. If the goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the Seller shall have a right of retention. In that case, the goods will not be delivered until the Buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency, or suspension of payments of the Buyer, the Buyer’s obligations shall become immediately due and payable.

Article 13: Liability

1. Any liability for damages arising from or related to the performance of an Agreement shall at all times be limited to the amount paid out in the relevant case under the liability insurance policy or policies taken out. This amount shall be increased by the amount of the deductible in accordance with the relevant policy.
2. Liability of the Seller for damages resulting from intent or deliberate recklessness on the part of the Seller or its managerial subordinates shall not be excluded.

Article 14: Duty to Complain

1. The Buyer is obliged to report any complaints regarding the performed work to the Seller without delay. The complaint must include as detailed a description as possible of the alleged defect, including visual evidence and, where applicable, the product’s serial number, so that the Seller is able to respond adequately.
2. Complaints relating to a product must be submitted to the Seller from whom the product was purchased.
3. If a complaint is found to be justified, the Seller shall provide an appropriate solution.

Article 15: Warranty

To the extent that warranties are included in the Agreement, the following shall apply: the Seller warrants that the delivered product conforms to the Agreement, is free from defects, functions properly, and is suitable for the purpose for which it is designed and intended.

Warranty Period:

• For SUP boards, kayaks, sofas, yoga docks, balance boards, and the island, a warranty period of three (3) calendar years applies, commencing on the date of purchase.
• For all other accessories, a warranty period of one (1) calendar year applies, commencing on the date of purchase.
• For clothing items such as T-shirts, sweaters, ponchos, and beach towels, a warranty period of three (3) months applies, also commencing on the date of purchase.
• The postcard set, the repair kit, and the screw set are excluded from the warranty.

Warranty covers:

• Leaks at the seam or valve caused by manufacturing or material defects.
• Detachment of the EVA pad adhesive exceeding 5 cm.
  
• Air bubbles under the EVA pad exceeding 5 cm.
• Twisting or deformation of the board exceeding 3 cm.

Warranty does not cover:

• Small air bubbles that may occur on the side of the board (under the protective edge) as a result of the manual application of the protective edge are part of the production process and are not considered damage, defects, or manufacturing faults.
• Wear and tear / normal signs of use such as scratches, minor dents, fading of colors, or wear of the EVA pad.
• Punctures or leaks, unless these are the result of a demonstrable manufacturing or material defect, such as leaks at the valve or along the seam.
• Beschadiging door onjuist gebruik: botsingen met harde objecten (bijvoorbeeld stenen, rotsen, steigers).
• Damage caused by inflating the board beyond the maximum permitted pressure (PSI rating) as specified by the manufacturer.
• Exceeding the maximum load capacity.
• Improper storage or maintenance:
  - Storage at extreme temperatures (>32°C or <0°C);
  - Storing the board while wet or in damp conditions;
  - Prolonged exposure to sunlight/UV or overheating (PVC may deform, discolor, delaminate, or cause adhesive discoloration).

Modifications or alterations to the board, including structural changes, repairs, or other modifications without the Seller’s prior consent, may result in the warranty becoming void.

No warranty claims can be made without the presentation of valid proof of purchase (invoice or payment receipt). 

Artikel 16: Toepasselijk recht 

1. This Agreement between the Seller and the Buyer shall be governed exclusively by Dutch law. The Dutch courts shall have jurisdiction.
2. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. If one or more provisions of these Terms and Conditions are deemed unreasonably onerous in legal proceedings, the remaining provisions shall remain fully in force.

Article 17: Choice of Forum

1. All disputes arising from this Agreement shall be submitted exclusively to the competent court.