General terms and conditions

G.A. Maas Leder B.V.

1. Definitions
1.1. In these general terms and conditions, the user thereof, G.A. Maas Leder B.V., hereinafter referred to as “Maas”.
1.2. In these general terms and conditions, each other party of Maas will be referred to as “buyer”. This designation also applies to other parties with a capacity other than buyer.
1.3. The term “agreement” in these general terms and conditions includes any agreement between Maas and the buyer.
1.4. All property rights that are the subject of an agreement to be executed by Maas are referred to as “the purchased” or “the purchased items”. This indication also applies if there is not (merely) a purchase agreement.

2. General
2.1. These general terms and conditions apply to all offers and form part of all agreements for the sale and delivery of leather and other items (including rubber, plastics, haberdashery, tools and machines).
2.2. Deviations must be agreed in writing.
2.3. These general terms and conditions also apply to agreements insofar as third parties must be involved for the execution of those agreement(s).
2.4. The applicability of any purchasing or other terms and conditions of the buyer referred to is expressly rejected, unless such applicability is explicitly accepted in writing.
2.5. In the event of repeated or multiple orders from the buyer in separate (purchase) agreements (to be regarded as such), these general terms and conditions are deemed to apply each time.
2.6. If one or more provisions of these general terms and conditions are void, or are annulled, the other provisions remain fully applicable. In that case, Maas and the buyer will enter into consultation to agree on new provisions to replace the void or annulled provisions. The purpose and intent of the original provisions will be taken into account as much as possible.
2.7. To the extent that Maas acts as a (Dutch) agent of a (foreign) manufacturer or other seller, no direct agreement will arise between Maas and the buyer, but an agreement between the buyer and the (foreign) manufacturer / seller in question.
2.8. The buyer is at all times expected to know what processing is required for the manufacture of the items purchased by him. Any ignorance of this matter on the part of the buyer can never lead to complaints or liability on the part of Maas.

3. Offers
3.1. All offers are without obligation, unless the contrary is expressly stated.
3.2. A so-called “fixed quotation” does not last longer than one week after issue.
3.3. The prices in offers are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless otherwise agreed.
3.4. The offer is based on the information provided by the buyer. Maas may rely on the accuracy and completeness thereof and the buyer guarantees the accuracy and completeness of that information.
3.5. If an acceptance deviates (on minor points) from an offer, Maas is not bound by it. The agreement will then not be concluded in accordance with that deviating acceptance, unless Maas indicates otherwise.
3.1. All offers are without obligation, unless the contrary is expressly stated.
3.2. A so-called “fixed quotation” does not last longer than one week after issue.
3.3. The prices in offers are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless otherwise agreed.
3.4. The offer is based on the information provided by the buyer. Maas may rely on the accuracy and completeness thereof and the buyer guarantees the accuracy and completeness of that information.
3.5. If an acceptance deviates (on minor points) from an offer, Maas is not bound by it. The agreement will then not be concluded in accordance with that deviating acceptance, unless Maas indicates otherwise.
3.6. Een samengestelde prijsopgaaf verplicht Maas niet tot het verrichten van een gedeelte van de opdracht for a corresponding part of the stated price.
3.7. Offers or quotations do not automatically apply to future assignments.

4. Order confirmations
4.1. The buyer is deemed to agree with the contents of the confirmation or invoice, unless the buyer has protested in writing, by email or registered letter to Maas, within one week after the day of sending the confirmation or invoice.

5. Delivery
5.1. Maas delivers the purchased goods to the buyer “ex factory” or, where applicable, from its own warehouse, or from the location to be determined further with the buyer.
5.2. The buyer realizes that “ex works” always refers to a different location, at home or abroad, than the Maas business address.
5.3. Delivery from Maas warehouse is not free of charge, unless otherwise agreed.
5.4. The transport of purchased items is at the buyer’s risk.
5.5. Any return must be delivered to Maas in its original condition and packaging. Returns without a valid reason will be borne by the buyer. Any return shipment must always be preceded by consultation with Maas.
5.6. Freight costs on sight shipments will be borne by Maas, unless the buyer retains the sight shipment(s).
5.7. If the purchased goods cannot be shipped due to circumstances for which Maas is not liable, Maas has met the delivery period by keeping the goods available to the buyer for a maximum period of one month. After expiry of that period, the buyer’s right to those goods lapses, without prejudice to his obligations in this regard.
5.8. Specified delivery times will never be regarded as deadlines, unless expressly agreed otherwise.
5.9. In the event of late delivery, Maas must be given notice of default by the buyer before being in default.
5.10. The items purchased under delivery contracts with more than a one-off delivery must be purchased in full within the specified period, but in any case within one month after each delivery. Failing this, the goods will be invoiced to the buyer by Maas and stored at the buyer’s expense. After the expiry of the period of one month, the buyer’s right to those goods lapses, without prejudice to his obligations in this regard.
5.11. Sight shipments that are not returned by the buyer within 8 days after shipment by Maas will be invoiced by Maas to the buyer as having been purchased by the buyer.
5.12. The buyer undertakes to inspect the purchased items immediately after delivery. Any complaints as a result of the defectiveness of purchased items as revealed during the inspection will then be made in accordance with Article 6 (Complaints, sizes).

6. Advertisements, sizes
6.1. All quotations, order confirmations and invoices state kilograms or square meters, or data per piece.
6.2. Unless the buyer proves the contrary, the dimensions and weights stated on the invoice apply as those actually delivered.
6.3. Complaints must be submitted to Maas in writing within 8 days of receipt of the purchased items.
6.4. The complaint letter must contain as detailed a description of the complaint as possible, so that Maas is able to respond adequately.
6.5. If the buyer has not complained within the stated period of 8 days, all his rights and claims lapse.
6.6. No right to complain:
a. when sold by weight: a weight difference of no more than 1/2%;
b. for custom sales: a size difference of no more than 3% on the entire lot.
6.7. If “a certain quantity” has been sold, a maximum of 10% more or less may be delivered. If Maas delivers less than 90%, Maas is obliged, at Maas’s option, either to make subsequent deliveries or to pay the replacement value based on the market value on the day of delivery.
6.8. In the event of a difference of opinion regarding the sizes, the outcome of the measurement by the internationally certified leather institute chosen by Maas is binding for the parties. The costs of the measurement or weighing are borne by the party who has been found to be in the wrong.
6.9. If a complaint is justified, Maas is entitled, at its own discretion, to either adjust the invoice amount, or to redeliver the product in question, or to refund part of the price already paid without further executing the agreement.

7. Discounts
7.1. The following discounts are granted from the invoice amount, unless Maas states otherwise on the invoice:
a. for payment no later than 10 days after the invoice date: 3%;
b. for payment no later than 30 days after the invoice date: 2%.
7.2. If payment is made later than 30 days after the invoice date, any discount will lapse.
7.3. A payment term longer than 60 days after the invoice date is not permitted.
7.4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, Maas’ claims on the buyer are immediately due and payable.
7.5. In the event that any payment term is exceeded, Maas is entitled to stop further deliveries to the buyer until the full outstanding amount from all agreements concluded with Maas has been paid in full. In that case, Maas is also entitled to send subsequent orders only cash on delivery.

8. Payment
8.1. If the buyer has not paid one month (part of half a month is considered half a month) after the invoice date, the buyer will subsequently be entitled to payment for each period of half a month (part of half a month is considered half a month). 1/2% interest is due, without prejudice to the obligation to pay.
8.2. All costs of extrajudicial collection, determined in accordance with the rates of the Dutch Bar Association, will be borne by the buyer.
8.3. Payments made by the buyer always serve to settle all interest and costs owed and subsequently to settle invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.

9. Default and default of the buyer
9.1. Maas is entitled, without the buyer being able to derive any right to compensation, without judicial intervention and without notice of default, to dissolve all agreements with the buyer in whole or in part if the buyer in any way fails to fulfill his obligations arising from one of those agreements. obligations towards Maas.
9.2. Maas reserves the right, during the course of the agreement, to request security for the timely payment of the goods by registered letter before delivery, if there is a well-founded fear of non-payment by the buyer.

10. Collateral
10.1. All delivered goods remain the property of Maas until the purchase price has been paid in full. Previously, the buyer is not entitled to pledge the goods to third parties or to provide them as security to third parties.
10.2. In the event that Maas wishes to exercise its ownership rights referred to in this article, the buyer now gives unconditional and irrevocable permission to Maas, or to the third party(ies) to be designated by Maas, to enter all those places where the property of Maas are located, and to take those things back with them.
10.3. In the event that the goods are not paid for upon delivery, the buyer now irrevocably grants Maas a power of attorney to establish a right of pledge on those goods. Maas will inform the buyer at his request for which claims the pledged serves as security.
10.4. In the event that the buyer has already sold and delivered the goods to a third party, while they have not yet been paid to Maas, the buyer gives Maas this irrevocable power of attorney and the necessary information to establish a lien on the buyer’s claim against that third party. . If this obligation is not met, the buyer owes Maas a fine equal to the relevant invoice amount.

11. Liability
11.1. Any liability for damage caused by the use or processing by the buyer of the goods delivered by Maas is excluded.
11.2. If Maas is liable, this liability is limited to what is regulated in this provision.
11.3. Maas’s liability for damage to the buyer caused by late, incomplete or improper execution of the agreement is limited to a maximum of the (invoice) amount charged by Maas to the buyer for the delivered goods and /or for carrying out the work in which the cause of the damage lies.
11.4. Any compensation owed (despite this) by Maas to the buyer will never exceed the amount for which Maas’s liability is covered by insurance in such a case, or at least up to a maximum amount of EURO 10,000.00 insofar as the said insurance does not provide cover in that case. would grant. The foregoing is an exception in the event of intent or equivalent gross negligence on the part of Maas.
11.5. In this and the following provisions of this article, “Maas” also includes its employees, as well as any third parties engaged by it in the execution of the assignment.
11.6. Maas is not liable for damage caused by the buyer’s failure to comply with his information obligation arising from these general terms and conditions.
11.7. Maas is furthermore not liable for damage caused by acts or omissions of or third parties involved by the buyer in the execution of the order.
11.8. Maas is always entitled to limit or undo the buyer’s damage as much as possible, to which the buyer will provide full cooperation.
11.9. The buyer is obliged to limit his damage as much as possible or, where possible, to reverse it.
11.10. Maas is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation. The foregoing is an exception in the event of intent or equivalent gross negligence on the part of Maas.

12. Force majeure
12.1. Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to their fault and is not their responsibility under the law, a legal act or generally accepted views.
12.2. In these general terms and conditions, force majeure is defined as, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Maas has no influence but as a result of which Maas is unable to fulfill its obligations. . This includes strikes in Maas’ company.
12.3. In the event of force majeure, the buyer cannot claim any compensation.
12.4. If a case of force majeure leads to the agreed date or term being exceeded, the buyer has the right to terminate the agreement in question by means of a written statement. This termination does not extend to goods that have already been delivered; these must be paid to Maas in accordance with these general terms and conditions.

13. Suspension and dissolution
13.1. If the buyer does not fulfill any obligation to Maas, does not do so properly or does not do so on time, if the buyer has been declared bankrupt or a request for this has been submitted to the court, if the buyer has applied for suspension of payment or has been granted this, if it if the buyer’s company is shut down or liquidated, if the buyer’s goods are seized, or if the buyer is placed under administration or guardianship, Maas has the right to suspend the fulfillment of all its obligations towards the buyer or to terminate the agreement with the buyer without any notice of default or judicial intervention and without being obliged to pay any compensation, in whole or in part, all this without prejudice to the other rights of Maas, including those to compensation for damages.

14. Disclaimers
14.1. The buyer indemnifies Maas against claims from third parties arising from the agreement executed by Maas if and insofar as Maas is not liable to the buyer for this under these general terms and conditions.

15. Governing Law and Disputes
15.1. The judge in the place of business of Maas has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise.
15.2. All legal relationships between Maas and the buyer are governed by Dutch law. The Vienna Sales Convention is expressly excluded.

16. Location
16.1. These conditions have been filed at the office of the Chamber of Commerce in Tilburg.
16.2. The most recently filed version or the version that applied at the time the agreement was concluded always applies.