In these general terms and conditions, Maxcom is understood to mean Maxcom BV, established in Culemborg at Parallelweg west 7, registered in the trade register of the Chamber of Commerce under number 72479698
2. General / Application
2.1 The applicability of these terms and conditions deviating from statutory and other provisions, in particular from general terms and conditions used by the other party, is expressly rejected.
2.2. These general terms and conditions apply to all legal relationships in which Maxcom acts as a (potential) seller and/or supplier of goods and/or services.
2.3 These conditions can only be deviated from in writing.
3. Offers / Conclusion of agreement
3.1 All offers from Maxcom are without obligation. If the other party places an order, the agreement is only concluded when Maxcom accepts it in writing or starts the execution thereof.
3.2 Samples or models shown or provided are only an indication, without the goods owed having to correspond to them..
4. Supplement agreement
At the request of the other party, Maxcom will carry out all changes in the order indicated by the latter, provided that these are reasonably feasible and with the right to charge the additional price..
5.1 All prices are, unless stated otherwise, free domicile and exclusive of VAT.
5.2 The prices stated in the quotations and agreements are entirely without obligation and are subject to revision if it appears that an error has been made in the calculation thereof.
5.3 Changes in import duties, production costs such as wages, cost prices of raw materials and materials and exchange rate changes, which relate to the agreed performance, give Maxcom the right to pass on these without any further surcharge. Passing on does not give the other party the right to dissolve the agreement and does not release the other party from its obligations.
6. Delivery / Delivery time
6.1 Delivery times agreed with Maxcom are an indication and not a strict deadline.
6.2 Delivery takes place, if not stated otherwise, carriage paid (by delivery). For all shipments Maxcom is entitled to charge the costs of packaging, shipping and administration with a minimum of € 10.00.
6.3 Maxcom is entitled to fulfill the performance(s) owed by it in parts.
6.4 Delivery is made to an address in the Netherlands specified by the other party
If Maxcom installs goods, all additional work is at the expense and risk of the other party. These general terms and conditions apply to these activities, unless stated otherwise.
8.1 If not stated otherwise in writing, Maxcom's invoices must be paid no later than 30 days after the invoice date in the manner to be indicated by Maxcom. Payment must be made effectively in the agreed currency and without set-off, discount and/or suspension.
8.2 In the event of late payment, all payment obligations of the other party, regardless of whether Maxcom has already invoiced for this, will become immediately due and payable.
8.3 In the event of late payment, the other party owes an annual interest of the promissory note discount of the Nederlandsche Bank NV plus 3% with a minimum of the statutory interest per year. In addition, each invoice will be increased by a fixed compensation of 10% with a minimum of € 75.00.
8.4 Extrajudicial collection costs will be charged to the other party in accordance with the collection rate of the Dutch Bar Association.
8.5 Payments by or on behalf of the other party will serve successively to settle the extrajudicial collection costs owed by it, the judicial costs, the interest owed by it and then the outstanding principal sums in order of age, irrespective of instructions from the other party.
8.6 The other party can only object to the invoice within the payment term
9. Retention of title
9.1 Maxcom retains title to goods delivered or to be delivered by it until they have been paid in full:
- A. the performances owed by the other party for all goods delivered or to be delivered under the agreement as well as work performed or to be performed under such agreement.
- B. Claims due to failure of the other party in the fulfillment of such agreement(s).
The other party is not permitted to invoke a right of retention with regard to the storage costs and to set these costs off against the performances owed by him.
9.2 If the other party forms a new item from or partly from the items referred to in paragraph 1, this is an item that Maxcom has formed for itself and the other party will keep it for Maxcom as owner until all obligations as referred to in paragraph 1 have been met. .
9.3 If any item belongs to Maxcom pursuant to paragraph 1 or paragraph 2, the other party may only dispose of it in the context of its normal business operations.
9.4 If the other party is in default with regard to the performance as referred to in paragraph 1, Maxcom is entitled to retrieve the goods belonging to it from the place where they are located at the expense of the other party. The other party hereby irrevocably authorizes Maxcom to enter (or cause to be entered) the spaces used by or for the other party.
9.5 The other party hereby pledges to Maxcom, which accepts this pledge, all goods to which the other party becomes (co-)owner by way of business formation, accession, mixing/merging with the goods delivered and/or to be delivered by Maxcom as security for all that Maxcom has or will have to claim from the other party at any time.
10. Warranties / Repairs
10.1 Maxcom will, if not otherwise stated, for a period of 1 year from the time of delivery in the event of defects in workmanship or material of any component of the goods delivered by Maxcom, at Maxcom's discretion, repair this component free of charge or replace it with a new one.
Maxcom is only obliged to repair or replace in the Netherlands. To this end, the other party will send the goods carriage paid and in original or equivalent packaging to Maxcom or a place to be specified by Maxcom. The case must be accompanied by a clear description of the complaint and a copy of the purchase invoice.
10.2 With regard to (components of) items that have been produced by another company, Maxcom has no obligation or liability under any warranty if this other company fails to fulfill its warranty obligations with regard to said item without further ado and upon first request. component) complies with Maxcom. Whether this is the case is (exclusively) at the discretion of Maxcom.
10.3 If the other party so wishes, warranty work can also be performed elsewhere against payment of travel and accommodation costs, transport costs for test equipment, etc.
10.4 If the item is located outside the Netherlands, Maxcom is only obliged to bear the costs of repair or replacement up to a maximum of the amount that this would have cost Maxcom in the Netherlands.
10.5 The warranty described in paragraph 1 does not apply if:
- the item has not been used correctly;
- the other party carries out or has performed work on the good without Maxcom's approval;
- the regulations provided by Maxcom are deviated from;
- If the defect is caused by normal wear and tear or accidents.
10.6 The warranty provisions contained in this article form the only warranty that Maxcom grants to the other party.
10.7 Maxcom provides a warranty period of 30 days on repairs or replacements. If repair or replacement falls under the warranty referred to in paragraph 1, the warranty period that lasts longest after repair or replacement applies. Repairs or replacements that fall outside the warranty are made at fixed rates, which can be requested from Maxcom and will only be carried out after written instruction to do so.
11.1 If there is good reason that the other party will not strictly comply with its obligations, the other party is obliged to immediately provide adequate security in the form desired by Maxcom at Maxcom's first request and to supplement this if necessary for the fulfillment of all its obligations. obligations. As long as the other party has not complied with this, Maxcom is entitled to suspend fulfillment of all its obligations.
11.2 If the other party has not complied with a request referred to in paragraph 1 within 14 days after a written warning to that effect, all its obligations will become immediately due and payable.
12. Intellectual Property and Know-How
12.1 All documentation, sales brochures, images, drawings, etc., whether or not recorded on paper, provided by Maxcom to the other party, remain the property of Maxcom.
12.2 The other party is not entitled to use these other than for the purpose of using the goods to which they relate.
12.3 The other party is not entitled to disclose the documents referred to in paragraph 1 or the information contained therein or otherwise known to it to third parties, unless Maxcom gives its express written permission for this.
12.4 In the event of violation of the provisions of paragraphs 2 and/or 3, the other party will owe a fine of €1000.00 for each violation, regardless of Maxcom's other rights to performance, dissolution, compensation, etc.
12.5 The other party will indemnify Maxcom against claims relating to infringement of intellectual property rights of third parties as a result of, for example, changes to an item delivered by Maxcom, application of that item in a manner other than that prescribed by Maxcom or of integration of the item with an item not supplied by Maxcom. delivered item.
13. Complaints, duty to investigate, limitation and compliance
13.1 The other party has the obligation to examine whether the goods comply with the agreement upon delivery. If this is not the case, the other party can no longer invoke this if it has not notified Maxcom of this as soon as possible and in any event within 14 days after delivery, at least after observation was reasonably possible, in writing and with reasons..
13.2 Claims and defenses, based on facts that would justify the statement that the delivered item does not comply with the agreement, expire one year after delivery
13.3 If the delivered item does not comply with the agreement, Maxcom is only obliged, at its discretion, to deliver the missing item, repair the item delivered or replace the item delivered.
13.4 The provisions of this article apply mutatis mutandis to the provision of services, including installation work.
14. Numbers, measures, weights and further data
14.1 Minor deviations with regard to specified sizes, weights, numbers, colors and other such data do not count as shortcomings.
14.2 Trade practices determine whether minor deviations exist. 14.2 De handelsgebruiken bepalen of er sprake is van geringe afwijkingen.
15. Dissolution / Liberation
15.1 If the other party does not, not properly or not in time, fulfill any obligation that may arise for it from the agreement, as well as in the event of bankruptcy, suspension of payments or placing under guardianship of the other party or shutting down or liquidation of its company, Maxcom is entitled at its discretion, without any obligation to pay compensation and without prejudice to its other rights, to dissolve the agreement in whole or in part, or to suspend the (further) performance of the agreement. In those cases, Maxcom is furthermore entitled to demand immediate payment from what is due to it.
15.2 If proper performance by Maxcom is fully or partially impossible, either temporarily or permanently, as a result of one or more circumstances that are not for Maxcom's account, including the circumstances referred to in the following paragraph, Maxcom has the right to terminate the agreement.
15.3 Circumstances, which in any case are not for Maxcom's account, are: conduct, except in the case of intent or gross negligence, of persons whom Maxcom makes use of in the performance of the contract; unsuitability of items that Maxcom uses in the performance of the contract; exercise by a third party towards the other party of one or more rights with regard to a failure of the other party in the performance of an agreement concluded between the other party and that third party with regard to the goods delivered by Maxcom; strike, exclusion of workers, illness, ban on entry, exit and/or transit, transport problems, non-fulfilment of obligations by suppliers, disruptions in production, natural and/or nuclear disasters and war and/or threat of war.
16.1 Maxcom is only liable for damage that is due to its intent or gross negligence.
16.2 Maxcom is never obliged to pay compensation for damage other than to persons or things. Maxcom is not obliged to pay compensation for consequential damage.
16.3 Maxcom stipulates all legal and contractual defenses which it can invoke to fend off its own liability towards the other party, also on behalf of its subordinates for whose conduct it would be liable under the law.
16.4 The provisions of this article are without prejudice to Maxcom's statutory liability under mandatory legal provisions.
17. Applicable law / Competent court
17.1 Dutch law applies to all legal relationships between Maxcom and the other party.
17.2 Disputes between Maxcom and the other party, which fall under the jurisdiction of the District Court, will be adjudicated exclusively by the court of Maxcom's place of business, unless Maxcom, as the claimant or requesting party, opts for the competent court of the place of residence or place of business. of the other party.
If and insofar as on the grounds of reasonableness and fairness or the unreasonably onerous nature any provision in these general terms and conditions cannot be invoked, then that provision will have a meaning that is as similar as possible in terms of content and scope, so that it can be invoked. .