Your purchases of any Products via the Mizuno website from Supplies Distributors SA ("SDSA") will be governed by the following terms and conditions:

These are our Online Terms of Sales. These Online Terms of Sales always apply when you place an order through our Website, and they contain important information for you as a buyer. Please read them carefully. We also recommend that you save or print these Online Terms of Sales so that you can consult them at a later time.

2.1. The Online Terms of Sales apply to all offers, Agreements and deliveries of SDSA, unless explicitly agreed otherwise in writing.

2.2. Deviations from these Online Terms of Sales will only be binding upon SDSA if and in so far as SDSA has explicitly accepted them in writing. A deviation only applies to the Agreement to which the acceptance applies.

2.3. These Online Terms of Sales will be made available to the Customer before the Agreement is concluded. If this is not reasonably possible, Mizuno Corporation will indicate how the Online Terms of Sales can be viewed before the Agreement is concluded. Moreover, Mizuno Corporation will indicate that the Online Terms of Sales will be sent free of charge as soon as possible at the Customer’s request. If the Agreement is concluded electronically, the text of the Online Terms of Sales may be made available to the Customer electronically, in such a way that it can be easily stored by the Customer. If this is not reasonably possible, it will be indicated, before the Agreement is concluded, where the Online Terms of Sales can be taken note of electronically and that they will be sent free of charge at the request of the Consumer by electronic means or by other means.

2.4. In cases where specific Product or service-related terms and conditions apply in addition to these Online Terms of Sales, Customer can, in case the Customer is a natural person, always invoke the applicable condition that is most favorable to him in the event of incompatible Online Terms of Sales. In case the Customer acts in the course of a profession or business, the Product or service-related terms and condition will prevail.

2.5. Mizuno Corporation reserves the right to amend these Online Terms of Sales. An amendment will only affect the offers made after the amendment and Agreements concluded after the amendment of the Online Terms of Sales. Mizuno Corporation will inform the Customer in case of an amendment of these Online Terms of Sales. 

3.1. All prices displayed on the Website and in other materials originating from SDSA, such as leaflets and (online) advertisements, include taxes and other levies imposed by the government, unless stated otherwise on the Website. If shipping costs are charged, these will be clearly stated in good time before the Agreement is concluded. These costs will also be displayed separately in the ordering process.

3.2. The content of the Website is composed with the greatest care and contains a complete and accurate description of the Product. The information on the Website is based on normal use of the Product and under normal circumstances. If Mizuno Corporation uses images, these images are a true representation of the Product offered. Mizuno Corporation nor SDSA can, however, guarantee that all information on the Website is correct and complete at all times. All prices and other information posted on the Website and in other materials originating from Mizuno Corporation are subject to obvious programming and typing errors and other mistakes, and are not binding on Mizuno Corporation or SDSA.

3.3. Mizuno Corporation nor SDSA can be held responsible for deviations in colour that result from the quality of the colours displayed on the screen.

3.4. Mizuno Corporation reserves the right to make changes to Products depicted on the Website, and to remove Products depicted therein from the available range. 

4.1. The Agreement will be concluded at the moment Customer accepts the offer of SDSA subject to the conditions laid down by SDSA.

4.2. If Customer has accepted the offer by electronic means, SDSA will confirm receipt of acceptance of the offer by electronic means without delay. Until such receipt of acceptance is confirmed, Customer will have the possibility to terminate the Agreement.

4.3. If it is found that, in accepting or otherwise entering into the Agreement, Customer has provided incorrect data, SDSA will have the right to postpone the Agreement until the correct data is received.

5.1. Customer can create a personal account on the Website using the registration form/the account sign-in option on the Website.

5.2. During the registration process, Customer will be asked to choose a user name and password with which he can log on to the Website. Customer alone is responsible for choosing a sufficiently reliable password.

5.3. Customer must keep its login credentials, being the user name and password, strictly confidential. Mizuno Corporation nor SDSA can be held liable for any misuse of the login credentials and is always entitled to assume that Customer who logs on to the Website is the party that it professes to be. Customer is responsible for and bears the full risk of any and all actions and transactions performed via Customer’s account.

5.4. If Customer knows or has reason to suspect that its login credentials have become available to unauthorised parties, it will be required to change its password as soon as possible and to notify Mizuno Corporation accordingly so as to allow Mizuno Corporation to take appropriate measures.

6.1. As soon as SDSA has received the order, it will send the Products to Customer without undue delay and with due regard for the provisions of paragraph 3 of this article.

6.2. SDSA is authorised to engage third parties in the fulfilment of its obligations under the Agreement.

6.3. Well ahead of the date on which the Agreement is signed, information will be posted on the Website which clearly describes the manner in which and the term within which the Products will be delivered. If no delivery term has been agreed or stated, the Products will be delivered within 30 days at the latest.

6.4. If SDSA is unable to deliver the Product within the agreed term, or if SDSA can only fulfil the order partially, it will notify Customer accordingly. In case SDSA is unable to deliver the Product within the agreed term, Customer can decide either to agree to a new delivery date or to terminate the Agreement without incurring any costs. In that case, SDSA will refund the amount payed to the Customer without undue delay, but in any case within thirty (30) days.

6.5. Customer must inspect the Products upon delivery and report any defects within an appropriate period of time, preferably in writing or by email. For further details, see the article about guarantee and conformity (Article 9).

6.6. The risks associated with the Products will transfer to Customer as soon as the Products are delivered to the Customer at the agreed delivery address.

6.7. If the ordered Product can no longer be supplied, SDSA is entitled to deliver a Product which is comparable in nature and quality to the ordered Product. In that case, Customer will have the right to terminate the Agreement without incurring any costs and to return the Product free of charge.

7.1. This article only applies if Customer is a natural person who is not acting in his or her professional or commercial capacity.

7.2. Customer will have the right to terminate the Agreement with SDSA within 30 days after receiving the Product, without stating reasons.

7.3. The term as described in article 7.2 commences on the day after the day the Product was received by the Consumer, or by a third party designated by the Customer, who is not the transporting party, or:

•       in case the delivery of a Product involves different deliveries or parts: the day on which Customer, or a third party designated by Customer, received the last delivery or the last part;

•       in case of Agreements for the regular delivery of Products during a given period: the day on which Customer, or a third party designated by Customer, received the first Product;

•       in case Customer has ordered several Products: the day on which Customer, or a third party designated by Customer, received the last Product.

7.4. SDSA will charge an amount of EUR 7.99 for returning a Product. Any shipping costs paid by Customer and the purchase price paid for the Product (but not the return costs) will be refunded to Customer if the entire order is returned.

7.5. During the withdrawal period referred to in paragraph 2, Customer will treat the Product and its packaging with the utmost care. Customer may not open the packaging or use the Product unless this is necessary in order to determine the nature of the Products, their characteristics and their functioning. The premise is that the Customer may only handle and inspect the Product as he would be permitted to do in a retail store.

7.6. Customer is only liable for the Product’s devaluation that is a consequence of his handling the Product other than as permitted as meant in Article 7.5.

7.7. Customer can terminate the Agreement in accordance with paragraph 2 of this article by reporting the withdrawal (digitally or in other form) to SDSA, within the withdrawal period, by means of the model form for right of withdrawal or in some other unequivocal way. If Mizuno Corporation makes it possible for Customer to declare his withdrawal via electronic/digital means, then after receiving such a declaration, SDSA sends immediate confirmation of receipt.

7.8. As quickly as possible, but no later than 30 days after the day of reporting as referred to in paragraph 7, Customer shall return the Product, or hand it over to (a representative of) SDSA. Customer can send the Product directly to SDSA without a notice of withdrawal in advance within the period as mentioned in paragraph 2. Customer must, in this case, include a written notice of withdrawal. Customer must enclose the return note with its parcel and return via UPS.

Products can be returned to the following address:

Supplies Distributors SA Rue Louis Blériot 5 Zoning Industriel Liège Logistics Grace-Hollogne, Liège 4460 Belgium

7.9. The Customer shall return the Product with all accessories supplied, if reasonably possible in original condition and packaging, with original tags and hygiene seals (if applicable), and in accordance with the reasonable and clear instructions provided by SDSA.

7.10. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the Customer.

7.11. Any amounts already paid by Customer (in advance) will be refunded to Customer as soon as possible, and in any case within 14 days after dissolution of the Agreement. If Customer chose an alternative method of delivery in preference to the cheapest standard delivery, SDSA does not have to refund the additional costs of the more expensive method except in cases in which SDSA has offered to retrieve the Product himself, he can postpone refunding until SDSA has received the Product or until Customer proves he has returned the Product, depending on which occurs earlier.

7.11. Information about the applicability or non-applicability of a right of withdrawal and any required procedure will be posted clearly on the Website, well before the Agreement is concluded. Customer may also consult the following EU website:

https://europa.eu/youreurope/citizens/consumers/shopping/guarantees-returns/index_en.htm

7.12. The following Products and services can be excluded from the right of withdrawal:

·      Products manufactured to Customers specifications, which are not prefabricated, and which are manufactured on the basis of an individual choice or decision of the Customer, or which are clearly intended for a specific person;

·      Sealed Products that are not suitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery;

·      Products that are irrevocably mixed with other Products after delivery;

·      The supply of digital content other than on a tangible medium, but only if:

o  The performance has begun with the express prior consent of the Customer; and

o  The Customer has declared that he thereby loses his right of withdrawal. 

8.1. Unless otherwise stipulated in the Agreement or additional terms and conditions, the amounts owed by the Customer must be paid immediately upon completion of the order. Customer shall pay the amounts due to SDSA in accordance with the ordering procedure and any payment methods indicated on the Website. SDSA is free to offer any payment method of its choice and may change these methods at any time. In cases of payment after delivery, Customer will be given a term of payment of 14 days entering on the day after delivery.

8.2.If the Customer does not comply with its payment obligations on time, the Customer, after having been informed by SDSA and SDSA has granted the Customer a period of 14 days to comply with its payment obligations, will owe the statutory interest on the outstanding amount after failure to pay within this 14-day period, and SDSA will be entitled to charge the extrajudicial collection costs incurred by SDSA.

8.3. Non-payment is also a ground for SDSA to terminate the Agreement. In that situation, there is no notice of default.

8.4. In case the Customer has paid with a voucher or gift card, and the Customer returns the Product, the voucher or gift card shall be returned to the Customer. In the event of a partial return of an order that has been partially paid with a gift card and partially with another payment method, the refund shall be proportionally distributed. The portion of the payment made with the gift voucher shall be returned in the form of a gift voucher, while the portion paid with another payment method shall be refunded via that same payment method.

9.1. This article only applies if Customer is a natural person who is not acting in his or her professional or commercial capacity. If Mizuno Corporation gives a separate warranty on the Products then, without prejudice to the aforesaid, this applies to all types of Customers.

9.2. Mizuno Corporation guarantees that the Products are in conformity with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and with the existing statutory provisions and/or government regulations that are in force from the date of entering into the Agreement. If specifically agreed, Mizuno Corporation also guarantees that the Product is suitable for other than normal use.

9.3. If the delivered Product is not in conformity with the Agreement, Customer must inform Mizuno Corporation within a reasonable period of time after he has discovered the defect.

9.4. If Mizuno Corporation deems the complaint to be correct, the faulty Product(s) will be repaired, replaced or refunded in consultation with Customer. The maximum amount of compensation is, having regard to the Article on liability, equal to the price paid by Customer for the Product.

10.1. This article 10 only applies if Customer is a legal entity who is acting in a professional or commercial capacity.

10.2. Mizuno Corporation guarantees that the Products are in conformity with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and with the existing statutory provisions and/or government regulations that are in force from the date of entering into the Agreement. If specifically agreed, Mizuno Corporation also guarantees that the Product is suitable for other than normal use. Otherwise, it applies that the Product is suitable for normal use.

10.3. If the delivered Product is not in conformity with the Agreement, Customer must inform Mizuno Corporation within a reasonable period of time after he has discovered the defect. Customer will inform Mizuno Corporation fully and clearly on the defects.

10.4. If Mizuno Corporation deems the complaint to be correct, the faulty Product(s) will be repaired, replaced or (partially) refunded in consultation with the Customer.

11.1. If Customer has any grievances or complaints in connection with a Product (in accordance with the article on warranties and conformity) and/or about other aspects of SDSA’s service, it can submit a complaint by telephone, by email or by post. See the contact details at the bottom of the Online Terms of Sales.

11.2. SDSA will respond to the complaint as soon as possible, and in any case within 14 days after having received it. If it is not yet possible for SDSA to formulate a substantive reaction to the complaint by that time, SDSA will confirm receipt of the complaint within 14 days after having received it and give an indication of the term within which it expects to be able to give a substantive or definitive reaction to Customer’s complaint.

11.3. If Customer is a natural person who is not acting in his or her professional or commercial capacity, it can file a complaint through the European Online Dispute Resolution platform, available at: http://ec.europa.eu/odr/.

12.1. This article 12 only applies if Customer is a natural person who is acting in a professional or commercial capacity or a legal entity.

12.2. The total liability of SDSA in respect of Customer due to an attributable failure to perform the Agreement is limited to compensation not exceeding the price stipulated for that particular Agreement (including VAT).

12.3. The liability of Mizuno Corporation and SDSA in respect of Customer for indirect damage or loss, which in any case includes – but is explicitly not limited to – consequential damage, lost profit, lost savings, loss of data and damage due to business interruption, is excluded.

12.4. Aside from the cases referred to in the two previous paragraphs of this Article, Mizuno Corporation and SDSA are not subject to any liability at all in respect of Customer for damages, irrespective of the ground on which the action for damages is based. The restrictions set out in this Article, will, however, cease to apply if and insofar as the damage or loss is the result of an intentional act or gross negligence on the part of Mizuno Corporation or SDSA.

12.5. SDSA will only be liable to Customer on account of an attributable failure in the performance of an Agreement if Customer issues a proper notice of default to SDSA without delay stipulating a reasonable period of time in which to remedy the failure, and SDSA also continues to fail to perform its obligations after that period. The notice of default must contain a description of the failure in as much detail as possible to enable SDSA to provide an adequate response.

12.6. Any event giving right to compensation is always subject to the condition that Customer reports the damage or loss in writing to SDSA as soon as possible, but no later than within 30 days after the damage or loss has arisen.

12.7. In the event of force majeure SDSA is not liable to pay compensation for any damage or loss Customer has incurred as a result.

13.1. This article 13 only applies if Customer is a natural person who is acting in a professional or commercial capacity or legal entity.

13.2. As long as Customer has not made any full payment on the total amount agreed Mizuno Corporation or SDSA will retain ownership of all the goods delivered (including possible debt collection costs and interest).

13.3. Before the transfer of ownership, Customer is not authorized to, other than corresponding to his normal company and normal destination of the goods, sell, deliver or otherwise misuse the goods. Furthermore, Customer is not allowed to pledge the goods or to give any rights regarding the goods to third parties as long as the transfer of ownership has not been completed.

13.4. Customer is obliged to keep any goods that are delivered under reservation of ownership with care and recognizable as property of Mizuno Corporation.

13.5. Mizuno Corporation is entitled to withdraw any goods delivered under reservation of ownership and in the possession of Customer, if Customer has neglected to pay the invoices or has been confronted with payment difficulties.

13.6. Customer shall give Mizuno Corporation access to his goods at any time to inspect and/or to exercise the rights of Mizuno Corporation.

14.1. This Agreement is governed by Dutch law, notwithstanding possible applicability of mandatory provisions on applicable law of the place of residence of the Customer. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

14.2. Insofar as not dictated otherwise by mandatory law, any disputes ensuing from the Agreement will be submitted to the competent Dutch court in the district of Oost-Brabant, location ‘s-Hertogenbosch.

14.3. If any provision set out in these Online Terms of Sales should prove to be void or invalid, this will not affect the validity of the Online Terms of Sales as a whole. In that case, the Parties will lay down one or more new provisions in replacement of the void or invalid provision, which will reflect the original provision as much as is possible under the law.

14.4. The term ‘written’ in these Online Terms of Sales also refers to communication by email and fax, provided that the sender’s identity and the integrity of the email message have been sufficiently established.

Should you have any questions, complaints or comments after reading these Online Terms of Sales, please contact us by email or letter:

Supplies Distributors SA

5, Rue Louis Blériot

4460 Grâce-Hollogne

Belgium

VAT BE 0475.286.142

NL email: service-nl@mizuno.eu

BE email: service-be@mizuno.eu

DE/AT email: service-de@mizuno.eu

UK email: service-uk@mizuno.eu

ES email: service-es@mizuno.eu

FR email: service-fr@mizuno.eu

IT email: service-it@mizuno.eu