Article 1. Applicability and definitions.
- These general terms and conditions shall apply to all work, agreements and offers entered into and made by, with or on behalf of Maxani Animal Healthcare BV.
- Maxani Animal Healthcare BV is located at Leeuweriklaan 14B, in Zeist and is further referred to herein as a provider.
- In these general conditions, "buyer" means the natural or legal person with whom the provider enters into a (purchase) agreement, or the person who gave the order for the agreement and for whose account goods are delivered.
- Deviation from these general terms and conditions is possible only if the changes are expressly agreed upon in writing between the offeror and the purchaser.
- If the buyer refers to (its) purchase or general terms and conditions, the buyer's terms and conditions do not apply unless the buyer's terms and conditions are not in conflict with these general terms and conditions. A clause to the contrary in the buyer's terms and conditions does not affect this.
- Where these general terms and conditions refer to 'delivery (of goods)', this also includes the provision of services, such as giving advice and any other work.
- By merely placing an order, orally, by telephone, by e-mail or via the website and/or taking delivery of goods delivered by us, the other party accepts these terms and conditions, unless he expressly rejects them or a provision of these terms and conditions in writing. If this is the case, an agreement will not be concluded until the supplier has agreed in writing to deviate from these terms and conditions in accordance with 1.4 of this article.
- For services provided, such as consulting and other work, Provider will make every effort to perform the work competently and diligently.
Article 2. Offers.
- All offers made remain valid for 14 days. If not accepted within this period, the offer expires and no rights can be attached to this offer.
- Offers and quotations do not apply to future orders unless expressly indicated by Provider.
- All price lists, brochures provided with an offer, in which among other things the weight of products is indicated, are stated as accurately as possible, but are not binding. They are binding on the Provider only if expressly confirmed by the Provider in writing in a (purchase) agreement.
- Transmission of quotations and/or other documentation does not oblige the provider to deliver or accept the order.
- Provider reserves the right to refuse orders/orders without giving reasons, or to deliver cash on delivery.
- If the supplier delivers cash on delivery, this will be explicitly indicated to the purchaser and the supplier retains the right of ownership of the goods to be delivered, until full payment has taken place at the discretion of the supplier. Is fully paid, provider will indicate, per which date can be considered as delivered and the property comes at purchaser.
- Part of the offers made by provider are: designs, drawings, models, samples, descriptions, illustrations and the like and any attachments and documents relating to our offers. All this remains the property of provider and must be returned to provider at its request and may not be copied and/or given to third parties without its express written consent. Provider reserves the rights arising from the intellectual - and industrial - property.
Article 3. Agreement
- Each contract is entered into by the supplier under the suspensive condition - exclusively at its discretion - that sufficient creditworthiness is demonstrated by the purchaser for the monetary performance of the contract.
- On or after entering into an agreement, Offeror shall be entitled to require security from the other party, prior to (further) performance, that the payment obligation will be met.
- Provider is authorized - if it deems it necessary - to engage others for the proper execution of the agreement, the costs will be passed on in accordance with the quotations provided.
- These conditions also apply to all agreements with provider, for which third parties are involved in the execution or are exercised by third parties on behalf of provider.
Article 4. Prices
- Unless otherwise stated, all price quotations are subject to change.
- Unless otherwise stated, prices quoted are in euros and exclusive of VAT and other government levies, as well as any unforeseen costs to be incurred in the context of the order, unless otherwise indicated.
Article 5. Delivery and delivery time
- Unless otherwise agreed, delivery shall be free of charge ex warehouse.
- The other party is obliged to check the delivered goods immediately upon delivery for visible damage and shortcomings.
- Any deficiencies should be reported immediately.
- The delivery times specified by provider are approximate and not binding.
- Exceeding the delivery time does not oblige provider to any compensation.
Article 6. Transportation
- Unless otherwise agreed, transport shall be provided by the provider and the costs thereof shall be included in the price. If the costs are not included in the price, this will be explicitly indicated by the provider and the buyer must pay them separately.
- If transportation is not provided by provider, buyer will be responsible for the care, handling and any coverage of damage from and during transportation.
Article 7. Warranty
- Warranty on goods supplied by provider are limited to the expiration date indicated on the goods.
- The warranty is void in the event of improper storage by purchaser. The proper method of storage is indicated in enclosed instructions for storage of the goods and may include specified storage temperature of the goods.
- Except for any damages and shortcomings, which must be reported on the spot, there is no right of return.
Article 8. Complaints
- Without prejudice to the provisions elsewhere in these terms and conditions, all complaints about the delivered goods must be submitted in writing or by E-mail to the supplier within 5 working days after delivery, accurately stating the nature of the complaints. Complaints about invoices must be submitted within 5 days of the date of the invoice, stating the reasons.
- If the complaint is found to be well-founded by the provider, it is only obliged to replace the faulty goods without the other party being entitled to any compensation in addition.
- The submission of a complaint never releases the other party from his payment obligation to us.
- Return of delivered goods can only take place after our written consent under the conditions to be determined by provider, such as with respect to the method of shipment of the goods.
Article 9. Payment
- Payment shall be made in Euros without any deferral or set-off, on any account, to the payment account of provider, as indicated on the invoice.
- For invoices above an amount of €10,000, a down payment of half of the invoice amount will be required prior to delivery.
- An invoice must be paid within 14 days of the invoice date. Buyer is in default the moment these 14 days have expired and not yet paid to provider.
- If Buyer is in default, all invoices from Provider to Buyer, even if the payment period has not yet expired, shall become immediately due and payable, unless the default is not due to a failure attributable to Buyer.
- After a reminder and a further failure to pay within 14 days, the Supplier may take collection measures. The Supplier shall then be entitled to pass on the claim, in which case, in addition to the total amount then due, the Buyer shall also be obliged to pay extrajudicial collection costs, the amount of which shall be set at 15% of the total amount due, plus statutory interest on the amount due, and any judicial costs. Payments made by the Buyer shall first be applied to reduce all costs, then to reduce all interest due and finally to reduce the longest outstanding payable invoices. Even if the buyer states that the payment relates to a later invoice and all current interest.
- In the case of a joint order, each buyer is individually jointly and severally liable for payment of the entire invoice amount.
Article 10. Suspension and dissolution
- The Offeror shall be entitled to suspend the performance of its obligations to the Buyer, or to rescind all agreements with the Buyer, in whole or in part, without any notice of default and without itself being liable for any damages, all without prejudice to the other rights of the Offeror, if:
- Buyer fails to comply, properly or timely with any obligation to Provider;
- Buyer is declared bankrupt or a petition to that effect is filed with the court by Provider or a third party;
- Buyer has applied for suspension of payment or this has been granted to it, provisionally or otherwise;
- The buyer's business is shut down or liquidated;
- If Buyer's goods are seized, or if Buyer is placed under administration or guardianship.
Furthermore, all claims of provider against purchaser, for whatever reason, shall be immediately due and payable in full.
Article 11. Liability
- Provider's total liability for failure to perform an agreement in a timely or proper manner shall be limited to compensation for direct damages up to a maximum of the amount of the assignment fee declared up to the time of the error.
- The Supplier shall never be liable for any indirect damage, including stagnation in the regular course of business in the Buyer's company, or other trading loss, in any way connected with or caused by an error in the performance of the work by the Supplier.
- The Contractor can never be held liable for damages, directly or indirectly related to the delay or suspension by any provision of these terms and conditions.
- Provider's liability due to untimely or improper fulfillment of an order shall arise only if purchaser immediately and properly gives provider written notice of default, setting a reasonable period to remedy the failure and provider continues to fail imputably in the fulfillment of the obligations even after that period.
- Provider is not liable for damage or destruction of data and/or goods during transportation or during shipment by mail or courier service, regardless of whether the transportation or shipment is made by or on behalf of Buyer, Provider or third parties.
Article 12. Applicable law.
- Dutch law applies to all offers and agreements and their execution by provider.
- Disputes will be settled by the court with jurisdiction within the area of establishment of provider.
Article 13. Final provision
- Provider is authorized to modify these general conditions. Applicable are the conditions at the time of entering into the agreement, as also published on the website of provider.
- In the event that one or more provisions of these general terms and conditions prove to be null and void or are annulled or lapse following consultation between the offeror and the purchaser, these general terms and conditions shall otherwise remain in force. A valid provision will then replace the invalid, void or voided provision(s), which will approach the invalid, void or voided provision(s) as closely as possible as regards content, purport and effect. In that case, the parties will consult to agree on substitute provision(s), based as much as possible on the purpose and intent of the original provision.