Terms and Conditions
§ 1.
MAX shall make deliveries to Customer in accordance with the following terms only, which Customer recognises without limitation as the basis for every delivery made to it by MAX. If Customer demands that a delivery be made pursuant to divergent terms, then MAX is entitled to refuse to make the delivery requested. Divergent terms must be confirmed by MAX in writing at all times in order to become effective.
§ 2.
All quotations issued by MAX are non-binding and are made subject to sale. Deliveries are made depending on the operational circumstances prevailing at MAX; part deliveries are permitted. Agreed delivery and collection times are only to be regarded as approximate. If deadlines are exceeded, this does not entitle Customer to refuse the delivery. In the event of unforeseen obstacles to delivery, such as prohibitions of delivery resulting from copyright law, interference with manufacture or delivery at MAX or its own suppliers, due for example to force majeure, transport problems, strikes or lockouts, MAX retains the right to deliver subsequently after such obstacles have ceased. Customer may only assert compensation claims based on default or non-performance if it is proved that MAX acted with intent or gross negligence.
In the event of obstacles to delivery, MAX is entitled to effect all or part of the delivery at a later date, or to rescind all or part of the contract with Customer.
If MAX is unable to deliver within 3 months of the agreed delivery date expiring, then MAX shall be entitled to claim any price increases that have occurred. If Customer does not agree to this in writing before the delivery is made, then MAX may rescind all or part of the contract. Customer’s claims for damages are excluded.
§ 3.
Deliveries are made applying MAX’s daily prices in force on the day of delivery, whereby the following discounts are granted:
Net value of the goods
The daily prices are ex warehouse in Breda, excluding packaging, postage, transport insurance, and costs for special means of dispatch or payment, plus statutory value added tax at the rate in force of the day of delivery.
Invoices are payable net cash immediately on receipt.
Customer may only deduct a cash discount if this has been specifically agreed and if no other bills from MAX are outstanding. See Item 11.
If the Customer defaults in payment, then MAX shall be entitled to default interest at a rate of 3% over and above the ABNAmro bank’s base rate in force at the time, or a minimum of15% p.a., as from the 31st calendar day following the date of invoice. Moreover, in the event of default in payment MAX is entitled to make further deliveries to the Customer contingent upon advance payment in cash, or to entirely or partly cease making deliveries.
Bills of exchange and cheques shall only be accepted by MAX subject to the amount of the bill or cheque actually being credited to it. In any such cases, all and any charges and costs incurred by MAX must be refunded by the Customer. If bills of exchange or cheques are not honoured, then MAX’s invoices shall fall due for immediate payment. This also applies to direct debit orders that are not executed or are revoked.
If court settlement or bankruptcy proceedings are instituted against Customer’s assets, or if there is any other significant deterioration in Customer’s financial circumstances threatening MAX’s claims to payment, then all invoices shall fall due for immediate payment, and Customer shall forfeit the right to resell the goods during the course of normal business operations and be under an obligation to immediately surrender to MAX the deliveries for which payment has not yet been made.
Only staff holding a written authorisation to collect payments that has been signed by the general manager of MAX may accept payments to MAX with discharging effect.
§ 4.
All deliveries are made freight not prepaid, in the packaging generally used for trading in the branch, the cost price for which shall be charged to the Customer.
For deliveries of goods valued at over € 1,500, MAX is entitled to effect transport insurance at Customer’s expense even without the latter’s express instructions to do so. Consignment is at Customer’s risk at all times. Customer must report to MAX within 14 days of the date of invoice any deliveries not arriving.
If an order is delivered to the Customer in a damaged condition, then the latter shall be under an obligation to return the damaged consignment to MAX in the original packaging, otherwise it shall forfeit all its rights vis-à-vis MAX to have the defects remedied, to have a substitute delivery made, or to rescind the contract.
§ 5.
On receipt, the Customer must check all deliveries for their accuracy. Complaints about short deliveries, wrong deliveries and any defects can only be filed with MAX in writing within 5 days of receipt of the goods. Complaints about defects that are not obvious must be filed with MAX in writing within 6 months of receipt of the goods. Complaints received late shall not be considered.
In the case of video cassettes, films, medicines and auxiliary materials, MAX’s guarantee is limited to obvious defects.
Exchanging or returning the goods is only permitted by prior written agreement.
§ 6.
MAX reserves title to all the items delivered until such time as all receivables created under the business relationship with Customer, including amounts created at a later date, have been paid.
During the course of normal business operations, the Customer may sell the reserved goods in return for cash payment or on reservation of title, for MAX’s benefit; the Customer is not entitled to dispose of the goods in any other manner, in particular assignment by way of security or pledge.
The Customer here and now assigns to MAX its claims created on reselling the reserved goods – including related claims based on bills of exchange – along with all the ancillary rights. MAX accepts this assignment. In the event that the Customer sells the reserved goods along with other goods not belonging to MAX for a total price, then the assignment shall only be up to the amount that MAX has charged Customer for the reserved goods included in the sale.
In the event that Customer’s receivables created by resale are entered in a current account, Customer also here and now assigns to MAX its claims from the current account that exist vis-à-vis its own Customer. MAX likewise accepts this assignment. Such assignment shall be for the amount which MAX charged Customer for the reserved goods that have been resold. If Customer defaults in making payments to MAX, or if there is a significant deterioration in its financial circumstances (negative disclosures, etc.), then MAX shall be entitled to demand immediate surrender of the reserved goods. Customer must grant MAX access to the reserved goods still in its possession. For the purposes of such surrender, Customer must store the reserved goods separate from other goods, label them as a MAX delivery that is subject to retention of title, refrain from making any disposal of same, and hand over a list of the reserved goods. Without setting a deadline beforehand, MAX is entitled to sell the goods or have them auctioned on the open market. A credit entry totalling the proceeds attained minus the costs incurred shall be made for the reserved goods. If the value of security exceeds the sum of MAX’s claims by more than 20%, then at Customer’s request MAX shall release security at its own option.
Customer must immediately inform MAX in writing about any third-party attachment of the reserved goods or of the claims assigned to MAX, and assist MAX in its intervention in every possible way. The costs for this shall be borne by Customer.
§ 7.
Without MAX’s prior written permission, selling the supplies is prohibited, as are marks that are deemed to be an indication of origin or an indication of the fact that the goods originate from Customer or a third party, or labels that potentially create the impression that the goods are specially made products.
§ 8.
MAX is entitled to store and process Customer’s data within the meaning of the Data Protection Act, no matter whether such data originates from Customer or from third parties.
§ 9.
The place of performance and venue for all and any disputes, including ones involving bills of exchange and cheques, shall be Breda
§ 10.
If any of the terms of this agreement are or become inoperative, or if any gaps needing to be filled emerge, then the parties shall be under obligation to agree an effective provision substituting the inoperative one or bridging the gap, which approximates the intended business purpose as nearly as possible.
This shall not affect the validity of the remaining terms.
MAX shall make deliveries to Customer in accordance with the following terms only, which Customer recognises without limitation as the basis for every delivery made to it by MAX. If Customer demands that a delivery be made pursuant to divergent terms, then MAX is entitled to refuse to make the delivery requested. Divergent terms must be confirmed by MAX in writing at all times in order to become effective.
§ 2.
All quotations issued by MAX are non-binding and are made subject to sale. Deliveries are made depending on the operational circumstances prevailing at MAX; part deliveries are permitted. Agreed delivery and collection times are only to be regarded as approximate. If deadlines are exceeded, this does not entitle Customer to refuse the delivery. In the event of unforeseen obstacles to delivery, such as prohibitions of delivery resulting from copyright law, interference with manufacture or delivery at MAX or its own suppliers, due for example to force majeure, transport problems, strikes or lockouts, MAX retains the right to deliver subsequently after such obstacles have ceased. Customer may only assert compensation claims based on default or non-performance if it is proved that MAX acted with intent or gross negligence.
In the event of obstacles to delivery, MAX is entitled to effect all or part of the delivery at a later date, or to rescind all or part of the contract with Customer.
If MAX is unable to deliver within 3 months of the agreed delivery date expiring, then MAX shall be entitled to claim any price increases that have occurred. If Customer does not agree to this in writing before the delivery is made, then MAX may rescind all or part of the contract. Customer’s claims for damages are excluded.
§ 3.
Deliveries are made applying MAX’s daily prices in force on the day of delivery, whereby the following discounts are granted:
Net value of the goods
The daily prices are ex warehouse in Breda, excluding packaging, postage, transport insurance, and costs for special means of dispatch or payment, plus statutory value added tax at the rate in force of the day of delivery.
Invoices are payable net cash immediately on receipt.
Customer may only deduct a cash discount if this has been specifically agreed and if no other bills from MAX are outstanding. See Item 11.
If the Customer defaults in payment, then MAX shall be entitled to default interest at a rate of 3% over and above the ABNAmro bank’s base rate in force at the time, or a minimum of15% p.a., as from the 31st calendar day following the date of invoice. Moreover, in the event of default in payment MAX is entitled to make further deliveries to the Customer contingent upon advance payment in cash, or to entirely or partly cease making deliveries.
Bills of exchange and cheques shall only be accepted by MAX subject to the amount of the bill or cheque actually being credited to it. In any such cases, all and any charges and costs incurred by MAX must be refunded by the Customer. If bills of exchange or cheques are not honoured, then MAX’s invoices shall fall due for immediate payment. This also applies to direct debit orders that are not executed or are revoked.
If court settlement or bankruptcy proceedings are instituted against Customer’s assets, or if there is any other significant deterioration in Customer’s financial circumstances threatening MAX’s claims to payment, then all invoices shall fall due for immediate payment, and Customer shall forfeit the right to resell the goods during the course of normal business operations and be under an obligation to immediately surrender to MAX the deliveries for which payment has not yet been made.
Only staff holding a written authorisation to collect payments that has been signed by the general manager of MAX may accept payments to MAX with discharging effect.
§ 4.
All deliveries are made freight not prepaid, in the packaging generally used for trading in the branch, the cost price for which shall be charged to the Customer.
For deliveries of goods valued at over € 1,500, MAX is entitled to effect transport insurance at Customer’s expense even without the latter’s express instructions to do so. Consignment is at Customer’s risk at all times. Customer must report to MAX within 14 days of the date of invoice any deliveries not arriving.
If an order is delivered to the Customer in a damaged condition, then the latter shall be under an obligation to return the damaged consignment to MAX in the original packaging, otherwise it shall forfeit all its rights vis-à-vis MAX to have the defects remedied, to have a substitute delivery made, or to rescind the contract.
§ 5.
On receipt, the Customer must check all deliveries for their accuracy. Complaints about short deliveries, wrong deliveries and any defects can only be filed with MAX in writing within 5 days of receipt of the goods. Complaints about defects that are not obvious must be filed with MAX in writing within 6 months of receipt of the goods. Complaints received late shall not be considered.
In the case of video cassettes, films, medicines and auxiliary materials, MAX’s guarantee is limited to obvious defects.
Exchanging or returning the goods is only permitted by prior written agreement.
§ 6.
MAX reserves title to all the items delivered until such time as all receivables created under the business relationship with Customer, including amounts created at a later date, have been paid.
During the course of normal business operations, the Customer may sell the reserved goods in return for cash payment or on reservation of title, for MAX’s benefit; the Customer is not entitled to dispose of the goods in any other manner, in particular assignment by way of security or pledge.
The Customer here and now assigns to MAX its claims created on reselling the reserved goods – including related claims based on bills of exchange – along with all the ancillary rights. MAX accepts this assignment. In the event that the Customer sells the reserved goods along with other goods not belonging to MAX for a total price, then the assignment shall only be up to the amount that MAX has charged Customer for the reserved goods included in the sale.
In the event that Customer’s receivables created by resale are entered in a current account, Customer also here and now assigns to MAX its claims from the current account that exist vis-à-vis its own Customer. MAX likewise accepts this assignment. Such assignment shall be for the amount which MAX charged Customer for the reserved goods that have been resold. If Customer defaults in making payments to MAX, or if there is a significant deterioration in its financial circumstances (negative disclosures, etc.), then MAX shall be entitled to demand immediate surrender of the reserved goods. Customer must grant MAX access to the reserved goods still in its possession. For the purposes of such surrender, Customer must store the reserved goods separate from other goods, label them as a MAX delivery that is subject to retention of title, refrain from making any disposal of same, and hand over a list of the reserved goods. Without setting a deadline beforehand, MAX is entitled to sell the goods or have them auctioned on the open market. A credit entry totalling the proceeds attained minus the costs incurred shall be made for the reserved goods. If the value of security exceeds the sum of MAX’s claims by more than 20%, then at Customer’s request MAX shall release security at its own option.
Customer must immediately inform MAX in writing about any third-party attachment of the reserved goods or of the claims assigned to MAX, and assist MAX in its intervention in every possible way. The costs for this shall be borne by Customer.
§ 7.
Without MAX’s prior written permission, selling the supplies is prohibited, as are marks that are deemed to be an indication of origin or an indication of the fact that the goods originate from Customer or a third party, or labels that potentially create the impression that the goods are specially made products.
§ 8.
MAX is entitled to store and process Customer’s data within the meaning of the Data Protection Act, no matter whether such data originates from Customer or from third parties.
§ 9.
The place of performance and venue for all and any disputes, including ones involving bills of exchange and cheques, shall be Breda
§ 10.
If any of the terms of this agreement are or become inoperative, or if any gaps needing to be filled emerge, then the parties shall be under obligation to agree an effective provision substituting the inoperative one or bridging the gap, which approximates the intended business purpose as nearly as possible.
This shall not affect the validity of the remaining terms.