Seller: Maxinsight BV, the user of the general terms and conditions, seller;
Buyer: the other party of the seller;
Agreement: the agreement between seller and buyer.
2.1 The provisions of these general terms and conditions apply to every offer and agreement between the seller and the buyer to which the seller has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing;
2.2 The applicability of the buyer’s general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing. If the general terms and conditions of the parties apply side by side, the provisions in the general terms and conditions of the seller will prevail in the event that provisions in the general terms and conditions of the seller and the buyer are in conflict;
2.3 If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will continue to apply. The seller and the buyer will agree on new provisions to replace the void or voided provisions, taking into account the purpose and scope of the original provisions.
3.1 All offers, in whatever form, are without obligation, unless a term for acceptance is stated in the offer;
3.2 The offers made by the seller are without obligation, unless stated otherwise. The seller is only bound by the offers if the acceptance thereof is confirmed in writing by the buyer within 14 days;
3.3 If a natural person enters into an agreement on behalf of or for the account of another natural person, he declares – by signing the contract – that he is authorized to do so. This person is, in addition to the other natural person, jointly and severally liable for all obligations arising from the agreement;
3.4 If the acceptance deviates from the offer included in the quotation, the seller is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the seller indicates otherwise;
3.5 A composite quotation does not oblige the seller to deliver part of the goods included in the offer or quotation for a corresponding part of the quoted price;
3.6 Offers or quotations do not apply to repeat orders;
3.7 Delivery times in the seller’s quotations are indicative and do not entitle the buyer to dissolution or compensation if they are exceeded, unless expressly agreed otherwise;
3.8 Agreements to which the seller is a party are only deemed to have been concluded after the seller has accepted an order from the buyer in writing or the actual delivery from the seller’s address of the services sold by the seller to the buyer;
3.9 The prices in the offers/quotations apply to delivery ex the seller’s address, in Euros, excluding VAT, government levies, unless expressly agreed otherwise;
3.10 The seller may pass on price increases if, between the time of offer/acceptance and delivery, price changes of more than 10% have occurred with regard to, for example, exchange rates.
4.1 Delivery will be made to the specified address of the buyer, unless the parties agree otherwise;
4.2 The buyer is obliged to take delivery of the goods at the moment that the seller delivers them or has them delivered to him, or at the moment that they are made available to him in accordance with the agreement;
4.3 If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the seller is entitled to charge the resulting costs to the buyer;
4.4 If the seller has specified a term for delivery, this is indicative. A specified delivery time is therefore never a strict deadline. If a term is exceeded, the buyer must give the seller written notice of default;
4.5 If the seller requires information from the buyer in the context of the performance of the agreement, the delivery time will commence after the buyer has made this available to the seller;
4.6 The seller is entitled to deliver the goods in parts. The seller is entitled to invoice partial deliveries separately.
5.1 The buyer is obliged to inspect (or have inspected) the delivered goods at the time of delivery.
5.2 If a demo has been shown to the buyer, it is presumed to have been shown only as an indication without the item having to correspond to it, unless it is expressly agreed that the item will correspond to this;
5.3 Any visible shortcomings must be reported to the seller in writing within 3 working days after delivery;
5.4 If a timely complaint is made pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased goods.
5.5 The buyer must give the seller the opportunity to investigate the complaint or have it investigated.
6.1 Payment must be made in cash upon delivery or within 7 days of the invoice date in a manner to be indicated by the seller, in euros, stating the relevant invoice numbers. Objections to the amount of the invoices do not suspend the payment obligation;
6.2 Seller is entitled to charge advances;
6.3 If the buyer fails to make payment within the period of 7 days, the buyer is legally in default. The buyer also owes default interest of 1% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest applies. The interest on the due and payable amount will be calculated from the moment that the buyer is in default until the moment of payment of the full amount;
6.4 In the event of liquidation, (application for) bankruptcy, attachment or (provisional) suspension of payment of the buyer, the claims of the seller against the buyer are immediately due and payable;
6.5 Payments first serve to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.
7.1 If the buyer, after repeated reminders, is in default or in default in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. The collection costs are calculated in accordance with the collection rate as advised by the Netherlands Bar Association in collection cases, with a minimum of € 350.00;
7.2 If the seller has incurred higher costs, which were reasonably necessary, these also qualify for compensation;
7.3 Any reasonable judicial and execution costs incurred will also be borne by the buyer.
8.1 The seller is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if:
– the buyer does not fulfill its obligations under the agreement, or does not do so on time or in full;
– after concluding the agreement, the seller becomes aware of circumstances that give good grounds to fear that the buyer will not fulfill its obligations, or will not do so on time or in full.
8.2 Furthermore, the seller is authorized to dissolve the agreement (or have it dissolved) if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise which are of a nature that unaltered maintenance of the agreement cannot reasonably be expected;
8.3 If the agreement is dissolved, the seller’s claims against the buyer are immediately due and payable. If the seller suspends compliance with the obligations, he retains his claims under the law and the agreement;
8.4 The seller always reserves the right to claim compensation.
9.1 If the seller is liable for direct damage, then that liability is limited to a maximum of the amount of the payment to be made by the seller’s insurer, or at least to a maximum of the invoice amount, or at least that part of the agreement to which the liability relates;
9.2 The seller is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
10.1 The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to gross negligence or intent on the part of the party that invokes it, and neither by law, a legal act or generally accepted views are at their expense;
10.2 In these general terms and conditions, force majeure means, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which the seller cannot exert any influence, but as a result of which the seller is unable to fulfill his obligations. come;
10.3 The seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the seller should have fulfilled his obligation;
10.4 The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party;
10.5 Insofar as the seller has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the seller is entitled to part to be invoiced separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
11.1 Without prejudice to the other provisions of these terms and conditions, the seller reserves the rights and powers accruing to that seller under the Copyright Act and intellectual property law;
11.2 All goods provided by the seller are exclusively intended for use by the buyer and may not be reproduced, sold, rented, made public or brought to the knowledge of third parties by the buyer without the prior consent of the seller, unless the nature of the goods provided documents otherwise arises;
11.3 The seller reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 12. Disputes
The court in the seller’s place of business has exclusive jurisdiction to hear disputes. Nevertheless, the seller has the right to submit the dispute to the competent court according to the law.
Dutch law applies to every agreement between seller and buyer.