General Delivery Conditions of Macma Nederland BV, located in Duiven, the Netherlands

Article 1.                General

1.      The stipulations of these General Delivery Conditions shall apply to every offer and every agreement between Macma and a buyer to which Macma has declared that these conditions are applicable insofar as the parties have not expressly deviated from these conditions in writing.

2.      General conditions of the buyer shall apply solely if it was expressly agreed in writing that the buyer’s general conditions apply to the agreement with the exclusion of these General Delivery Conditions. In that case, any conflicting stipulations in the conditions of Macma and the buyer shall only apply to the parties, if and insofar as these stipulations are part of the General Delivery Conditions of Macma.

3.      If one or several stipulations in these General Delivery Conditions are void or might be nullified, the other stipulations of these General Delivery Conditions shall remain applicable in full force. In that case, Macma and the buyer shall consult each other in order to agree on new stipulations that are to replace the void or nullified stipulations on the condition that – if and insofar as possible – the purport and meaning of the original stipulation is taken into consideration.

Article 2.                Offers and Quotations

1.      All offers are non-binding, unless a period for acceptance is mentioned in the offer.

2.      The quotations issued by Macma are non-binding; they are valid for thirty days, unless indicated otherwise. Macma shall only be bound by the quotations if the buyer confirms its acceptance in writing within thirty days.

3.      Delivery times in Macma’s quotations are indicative and in case of exceeding these times, shall not entitle the buyer to dissolution or compensation, unless expressly agreed otherwise.

4.      The prices in the mentioned offers and quotations are excluding VAT and other governmental levies as well as shipping costs and any transportation & packaging costs, unless expressly stated otherwise.

5.      A compiled estimate shall not obligate Macma to deliver part of the goods included in the offer or quotation for a proportional part of the stated price.

6.      Offers or quotations shall not automatically apply to subsequent orders.

7.      Purchase conditions or delivery conditions of the buyer shall not apply.

Article 3.                Delivery

1.      Delivery shall take place at Macma’s warehouse.

2.      The buyer is obligated to purchase the goods at the time that Macma delivers these goods at its site or have them delivered, or at the time in which these goods shall be made available to the buyer according to the agreement.

3.      If the buyer refuses purchase or is negligent in providing information or instruction that are necessary for the delivery, Macma shall be entitled to store the goods at the expense and risk of the buyer.

4.      If third parties deliver the goods, Macma is entitled to charge any delivery costs, which shall be invoiced separately.

5.      If Macma needs the buyer to provide details within the framework of the agreement, the delivery time shall commence after the buyer has made these details available to Macma.

6.      If Macma has stated a delivery period, then this period is only indicative. Therefore, a stated delivery time is never a definite period. In case of exceeding a period, the buyer should give notice of default in writing to Macma.

7.      Macma is entitled to deliver the goods in separate parts, unless the agreement stipulates otherwise or unless the partial delivery has no independent value. Macma is entitled to invoice the goods delivered in this manner separately.

8.      Only the General Delivery Conditions of Macma shall apply. The purchase conditions or delivery conditions of the buyer shall not apply.

9.      Insofar as this is not stated otherwise, our goods are imported from the Far East. Therefore, it is possible that these goods are subject to fast wear & tear when they are used. This shall not be a reason for complaints.

10.    For warehouse goods and Far Eastern goods, Macma reserves the right to deliver 3% more or 3% less of the order.

Article 4.                Samples and Models

1.      Samples cannot be returned and therefore shall not be credited.

2.      Samples shall be invoiced, increased with any shipping costs.

Article 5.                Compensation/Reimbursement, Price and Costs

1.      If Macma and the buyer have agreed upon a fixed sales price, Macma shall nevertheless be entitled to raise the price.

2.      Macma may recharge price increases, etc., if significant price changes (such as exchange rates, wages, raw materials, semi-finished products, packing material and transport costs) have occurred between the time of the offer and the execution of the agreement.

3.      The prices used by Macma exclude VAT and any other levies as well as costs made within the framework of the agreement, including shipping and administration costs, unless indicated otherwise.

Article 6.                Payment

1.      Payment should be made within 30 days after the date of invoicing, or otherwise as stated on the invoice, in a manner indicated by Macma and in the currency as stated on the invoice. Complaints with regard to the height of the amounts on the invoices are not a reason for postponing payment.

2.      If the buyer fails to pay within the period of 30 days, the buyer shall be legally in default. In this case, the buyer shall owe an interest of 1% per month, unless the legal interest is higher, in which case the legal interest shall apply. The interest over the due and payable amount shall be calculated from the time that the buyer is in default until the payment of the entire amount.

3.      In case of liquidation, bankruptcy, seizure or moratorium of the buyer, Macma’s accounts receivable to the buyer shall be due and payable forthwith.

Article 7.                Retention of Title

1.      All goods delivered by Macma, including any designs, sketches, drawings, films, software, files, electronic files, etc., shall remain the property of Macma, until the buyer has complied with all consequential obligations contained in all the agreements concluded with Macma.

2.      If third parties seize the goods delivered under retention of title, or create rights on them or have rights apply to them, the buyer shall be obligated to inform Macma as soon as reasonably expected.

Article 8.                Force Majeure

1.      Macma is not obligated to comply with any commitment, if it is hindered as result of circumstances that cannot be blamed on negligence and are not at its expense, pursuant to the law, a legal act or common opinion.

2.      In these General Delivery Conditions, force majeure is understood to mean – in addition to the meaning of this in the law or legal precedents – all external causes, whether anticipated or not anticipated, on which Macma cannot exert influence, but by which Macma is not able to comply with its obligations, including strike actions in Macma’s company.

3.      Macma is also entitled to invoke force majeure, if the circumstance that prevents (further) compliance commences after Macma should have complied with its undertaking.

4.      The parties are entitled to suspend the obligations in the agreement during the period that the force majeure continues. If this period is longer than two month, Macma is entitled to dissolve the agreement without any obligation to compensate the other party.

5.      If at the time of the commencement of force majeure Macma has already partially complied with its obligations in the agreement or can comply with these, and the part that was met and/or shall be met has an independent value, Macma is entitled to invoice this part separately. The buyer shall be obligated to pay this invoice as if it concerned a separate agreement.

Article 9.                Complaints and Guarantee

1.      The buyer is obligated to check the goods for faults and shortcomings immediately upon arrival. This shall also apply to goods that are engraved/printed by third parties for the buyer. The buyer must expressly mention its printer.

2.      Externally observable complaints should be reported in writing within 8 days, a period that shall apply as an expiry period.

3.      Complaints that are not externally observable should be reported in writing within 14 days after observing the faults or in all reasonableness could have been observed.

4.      Goods that have received complaints can only be returned in consultation with and after approval of Macma. Macma reserves the right to determine the manner of transportation.

5.      Macma does not accept complaints about goods with respect to engraving/printing by third parties on behalf of the buyer. Macma will also not compensate for faulty engraving/printing caused by defective goods.

Article 10.             Liability

1.      Macma shall not be liable in any manner, directly or indirectly and of whichever nature, regardless of the way in which the damage was created and for the persons that have caused the damage, unless the damage is the result of gross negligence or intention by the management of Macma.

2.      If, nevertheless, Macma resorts to paying compensation, the paid amount shall never be higher than the invoiced goods.

Article 11.             Suspension and Dissolution

1.      Macma is authorised to suspend compliance with the obligations or to dissolve the agreement if:

a.      The Buyer does not comply with the obligations in the agreement or does not entirely comply with these.

b.      Upon concluding the agreement, Macma has learned that circumstances give reason to fear that the buyer will not comply with its obligations. In case there is reason to fear that the buyer will only partially comply with its obligations or not adequately, the suspension shall only be allowed insofar as the shortcoming justifies this.

c.      Upon concluding the agreement, the buyer has been requested to provide collateral for settling its obligations in the agreement and this collateral was not provided or was insufficient. As soon as collateral is provided, the authorisation to suspend shall be cancelled, unless the settlement is unreasonable delayed by this.

2.      In addition, Macma shall be authorised to dissolve the agreement in circumstances that are of such nature that compliance with the agreement is no longer possible or can no longer be required according to norms of reasonableness and fairness, or other circumstances, which are of such nature that unchanged maintenance of the agreement cannot be expected in reasonableness.

3.      If the agreement is dissolved, Macma’s accounts receivable to the buyer shall be due and payable forthwith. If Macma suspends the compliance with the obligations, it shall retain its claims resulting from the law and the agreement.

4.      Macma always retains the right to claim compensation.

Article 12.             Disputes

1.      Disputes are exclusively settled by the District Court in Arnhem, the Netherlands, unless the sub-district court is the competent court. Nevertheless, Macma has the right to submit the dispute to any competent court according to the law.

2.      The parties shall only rely on the court after they have made every effort to settle a dispute in joint consultation.

3.      Dutch law shall apply to any agreement between Macma and the buyer.

4.      The Dutch text of these General Delivery Conditions shall always take precedence in case of conflicting interpretation of its content and meaning.

Article 13.             Validity

1.      These General Delivery Conditions came into effect as of 1 October 2003.