Terms of delivery

GENERAL DELIVERY AND SALES CONDITIONS OF MAXXIMAP BV
registered with the Registry of the District Court in ALKMAAR on 16.11.01 under number 224/01.

ARTICLE 1
Paragraph 1: The conditions below shall apply to all purchasing and sales agreements concluded with
Maxximap unless otherwise expressly agreedby the parties in writing.
Paragraph 2: Authorised agreements shall be concluded on behalf of Maxximap as long as these have been named
as such at the Chamber of Commerce Goirle and as long as these have been authorised in writing by those certified as competent. This authorisation shall apply only to the agreements referred to in it.
Paragraph 3: Deviations from these conditions and orders accepted by representatives, travellers and other intermediates and/or retailers shall be binding only if they are confirmed in writing by the management. Any purchasing conditions shall not be binding on us unless the management has stated otherwise in writing.

ARTICLE 2
Paragraph 1: All quotations shall be without obligation unless otherwise expressly stated in writing. Binding agreements shall come into force only with the written confirmation of the order by Maxximap. Price quotations shall exclude VAT.
Paragraph 2: If the purchaser does not inform Maxximap in writing within eight days of the date of the order confirmation that the order confirmation deviates from their order, they shall be deemed to agree to the content of this and the purchaser shall be bound by the agreement.
Paragraph 3: Every agreement, such as established in the previous paragraphs, shall be on the one hand entered into under the suspensive condition that the purchaser is – in our opinion only – sufficiently creditworthy to be able to financially comply with the agreement.
Paragraph 4: Maxximap shall at all times be entitled, before delivery or continuing with delivery, to request a security from the purchaser regarding compliance with the payment obligations, even if other payment conditions have already been agreed. If this security is not provided, Maxximap shall be entitled to declare the agreement annulled right away and without being obliged to pay any damages.

ARTICLE 3
Paragraph 1: Price quotations shall always be made on the basis of the prices valid at the time of the order.
Paragraph 2: If there are price increases later for the final delivery, for example as a result of duties and/or excise taxes, manufacturer’s prices, currency fluctuations, etc., Maxximap shall be entitled to pass on this price difference to the purchaser.
Paragraph 3: However, the purchaser shall be entitled, if the price increase is more than 10% of the agreed price, to cancel the agreement concluded and/or to revoke the order placed within five days of being informed of the price increase.
Paragraph 4: The cancellation or the revoking of the order shall be done by registered post. If the order is cancelled or revoked, this client shall be obliged to pay Maxximap for that which it has already produced, in accordance with the agreed price pro rata.

ARTICLE 4
Paragraph 1: The delivery deadline shall be stated as accurately as possible. If the deadline is exceeded – other than wilfully – there shall be no entitlement to damages, cancellation of the order or a right to refuse goods on receipt.
Paragraph 2: If the goods have not been purchased after the deadline has expired, the goods shall be stored at the disposal of the client at the client’s account and risk.
Paragraph 3: The delivery time shall be taken to mean the time at which the products leave our warehouse, store or other stock area, while the purchaser shall be responsible immediately after delivery for all direct or indirect damage that might occur to or as a result of these products for the purchaser or for third parties.
Paragraph 4: The delivery deadline shall run from the date on which the vendor confirms the order in writing.
Paragraph 5: Delivery shall be made postage-paid to the address in the Netherlands given by the principal. For consignments of less than a nett invoice amount of EUR 450 excluding VAT Maxximap shall be entitled to charge for the costs of packaging, dispatch and administration.
Paragraph 6: Small deviations in quality, quantity, colour, size, finish and the like that are deemed to be permissible in business or that are unavoidable from a technical point of view shall never give the client the right to refuse any delivery. As regards quantity there shall be a tolerance either above or below the agreed quantity of 5%.
Paragraph 7: Dispatch shall at all times be for the risk of the purchaser, even if the transport agreement of the haulier states otherwise.
Paragraph 8: If the delivery is delayed for more than three months, the purchaser shall be entitled to cancel the agreement after serving notice on Maxximap and allowing a reasonable postponement.
Paragraph 9: Unless otherwise agreed, the costs of the items required for the implementation of the agreement shall be for the account of the purchaser. a. the purchaser shall provide an accurate list of formats, qualities, texts and images to be printed. The vendor shall be informed of any changes required by the purchaser to a proof and/or design produced at his/her request and of his/her approval of these. b. the purchaser shall bear the risk of misunderstandings regarding the content or implementation of the agreement, if the cause of these is inaccurate or incomplete specifications, texts, images, and/or digital information or other communication provided by the purchaser as referred to in the previous paragraph. c. written confirmation by the vendor to the purchaser of communications received by the vendor from the purchaser regarding required changes to and/or approval of proof or design in any way other than referred to in the previous paragraph, second clause, shall be deemed to be a written confirmation by the purchaser and shall be binding on the parties, unless the purchaser lodges an objection to this with the vendor in writing within seven days of receipt. d. if the purchaser, having been declared liable by registered post, does not meet the obligation referred to in the previous paragraph under ‘a’ fully or in part, the purchaser shall immediately owe a penalty, in accordance with the stipulations set out in article 6:91 of the Civil Code, in the amount of 40% of the agreed price of the items ordered, while the agreement shall be legally annulled as a result simply of the deadline of the notice served being exceeded.

ARTICLE 5
Paragraph 1: Mention of order numbers or manufacturer’s numbers in a quotation, order confirmation or exchange of correspondence shall be just references for the office staff. The purchaser shall not be able to derive from these any right or claim at all in any form whatsoever.

ARTICLE 6
Paragraph 1: Any complaints shall be dealt with only if they are brought to Maxximap’s attention within ten days of the delivery of the goods by registered post. If this deadline is not met, the right to complain shall no longer be valid.

ARTICLE 7
Paragraph 1: Unless otherwise agreed, payment shall be made within thirty days of the invoice date.
Paragraph 2: Any complaints shall not suspend the payment obligation.
Paragraph 3: If the payment deadline is exceeded, the purchaser shall, without any further notice or proof of default, owe the statutory interest in accordance with article 1286 of the Civil Code and the collection costs, both legal and non-legal.
Paragraph 4: Extrajudicial collection costs shall be deemed to be 15% of the sale amount, with a minimum of EUR 250.
Paragraph 5: Only if payment is made within eight days of the invoice date to one of our accounts may 2% discount of the nett amount for the goods (exc. VAT) be made, unless otherwise stipulated in writing by Maxximap.
Paragraph 6: If delivery in parts on various dates is agreed, Maxximap shall be entitled to suspend its delivery obligation for as long as the purchaser remains in default of payment.
Paragraph 7: Every invoice that has not been paid by the due date shall be legally increased by 10% without any prior notice being served by way of fixed compensation, with a minimum of EUR 150. It shall also be legally increased, without any prior notice being served, by a standard interest of 2% a month from the due date of the invoice. A part-month shall be considered as and calculated as a full month.
Paragraph 8: The purchaser shall never be entitled to deduct debt payments.
Paragraph 9: Payment shall be made at Maxximap’s office or to the bank account or giro account designated by Maxximap.

ARTICLE 8
Paragraph 1: In the case of orders made by telegraph, telephone, in digital form or by courier the receipt of these and the costs associated with these shall be for the account and risk of the purchaser.

ARTICLE 9
Paragraph 1: Ownership of the goods sold and delivered shall be transferred only after the full settlement of the amounts owed by the purchaser to Maxximap, these being the gross invoice amount, increased by interest and extrajudicial costs as stipulated above, in addition to, if Maxximap demands statutory interest in legal compliance with the purchase agreement, the costs settled in the judgement that relate to the enforcement of the judgement.
Paragraph 2: The purchaser shall therefore not be entitled, for as long as the goods are still the property of Maxximap, to transfer these, to pawn them or to mortgage them or in any other way to dispose of them, unless he/she as a retailer runs a business the purpose of which is to sell goods as supplied by Maxximap. In this case the customer shall be entitled to sell the goods.

ARTICLE 10
Paragraph 1: Maxximap shall be exclusively liable for damage caused directly intentionally or a result of gross negligence by Maxximap.
Paragraph 2: However, in no case shall Maxximap’s liability cover indirect and consequential loss.
Paragraph 3: The purchaser shall indemnify Maxximap from any right to recourse if the risks associated with the agreed deliveries are covered by an insurance.

ARTICLE 11
Paragraph 1: If during the implementation of the agreement circumstances arise that result in force majeure, Maxximap shall be entitled to terminate the agreement, to suspend the delivery deadline or as a result of this not to deliver goods, to replace these by similar goods, with the additional costs of these goods being for the account of the purchaser. If these additional costs are more than 10% of the price agreed for these goods, the purchaser shall be entitled to annul the agreement.
Paragraph 2: Annulment of the agreement shall not affect the obligation to pay pro rata for that which has already been produced.
Paragraph 3: Circumstances that count as force majeure include war, strikes, non-delivery (on time) by Maxximap suppliers, above-average illness absence by personnel or a personnel shortage in general, breakdowns during execution, operational problems in whatever form, changes to import duties and taxes, and the closing of borders.

ARTICLE 12
Paragraph 1: The purchaser shall indemnify the vendor against all the consequences, of whatever kind, of claims that might be made by the purchaser’s customer against the purchaser relating to the goods purchased.

ARTICLE 13
Paragraph 1: All the agreements to which these conditions have been declared to apply shall be subject to Dutch law.
Paragraph 2: All disputes arising from or associated with the agreement shall be submitted for conciliation exclusively to the competent judge within the district of Alkmaar, unless Maxximap opts for another competent judge.