General terms and conditions
Article 1 Definitions
1.1. Maxxtools bvba with VAT number BE0665667547 is the user of these general terms and conditions and will be referred to below as: we.
1.2. The other party is understood to mean every (legal) person to whom we address our offers, as well as the one who addresses offers to us and the one who gives us an assignment, in which case the person with whom we enter into an agreement and furthermore the person with whom we are in any legal relationship and apart from these, his representative(s), authorised representative(s), legal successor(s) and heir(s).
1.3. Products/business is understood to mean all products delivered to the other party in application of these general terms and conditions, as well as all services including advice that we provide for the other party.
1.4. Confidential information is understood to mean All data and/or information referred to in article 16 of these general terms and conditions as well as all business information and business data provided by us for the conclusion of the agreement or the execution thereof. Furthermore, this shall be understood to mean all data and information from third parties received or heard by the other party in the context of this agreement.
1.5. Promotion is understood to mean: giving a temporary added value to a product by means of a price reduction (discount) or an increase in quantity, discount vouchers, savings actions, competitions or the provision of premiums when purchasing a product.
Article 1.1 Applicability
1.1.1. These general terms and conditions apply to all our offers, agreements, as well as all legal acts, deliveries and work performed by us, including legal relationships to be entered into with us in the future. Only Belgian law applies to all our actions, agreements, as well as legal acts, deliveries and activities.
1.1.2. Deviations from and additions to these general terms and conditions shall only be binding on us if they have been agreed in writing.
1.1.3. The other party's general terms and conditions and/or other terms and conditions are not applicable.
1.1.4. If it appears that one or more provisions of these general terms and conditions are contrary to the law, the other provisions of these general terms and conditions shall remain in full force and effect.
1.1.5 By ordering, the buyer undeniably agrees to these terms and conditions. These conditions always take precedence over the possible purchase conditions of the customer.
2.1 General right of withdrawal
Without prejudice to the provisions of art. 2.2, you have the following right of withdrawal:
The consumer has the right to notify the company that he renounces the purchase, without penalty and without giving a reason, within 14 calendar days from the day following the delivery of the goods or the conclusion of the service contract.
2.2 No right of withdrawal in respect of certain goods
For remote purchase from :
- perishable products, such as foodstuffs ;
- products with a personal character ;
- audio recordings, video recordings and software of which You have opened the packaging or broken the seal ;
The following different right of withdrawal applies :
The consumer does not have the right to withdraw from the purchase.
2.3 Exercise of the right of withdrawal
If you make use of your right of withdrawal, you can return the goods for which you wish to cancel your purchase free of charge (parcels up to 30 kilos) via a return order to be obtained after contacting our customer service department.
If you bring back or send back the revocated goods, you must always present the following documents together with the revocated goods:
- our confirmation email ;
- the receipt or order form delivered or sent along with the order;
- the explicit mention that You are cancelling Your purchase for the returned goods (only for returns).
Any product returned or returned incomplete, not in its original packaging, defective, damaged or consumed will not be refunded and will be considered as a non-conforming returned item.
2.4. Exchange right
If you wish to make use of your exchange right, you must either carefully package the item(s) that you wish to exchange and return them via a return order (packages up to thirty kilos) via contact with our customer service department.
Only complete products, in perfect condition and in their original packaging can be exchanged. If these conditions are not met, the exchange will be considered as non-conforming and the goods will not be exchanged.
Article 3 Offer
3.1. All our offers and quotations are without obligation, unless they contain a period for acceptance, in which case the offer will expire after this period.
3.2. Changes made after the offer and or promises made by us either verbally or in writing shall constitute a new offer, whereby the previous offer shall lapse.
3.3. All offers and quotations are based on the execution of the agreement by us under normal circumstances and during normal working hours, unless explicitly stated otherwise.
3.4. Promotions on products shall in no case have retroactive effect and shall only be valid between the periods indicated.
Article 4 Formation
4.1. The agreement is concluded, if our offer is without obligation, at the moment of receipt by us of a written acceptance of this offer, or at the moment that we have commenced execution.
4.2. The agreement shall be concluded if our offer is irrevocable, at the moment of receipt by us of a written acceptance of this offer from the other party within the term set by us.
4.3. If an acceptance by the other party deviates from the offer, this shall be deemed a new offer by the other party and a rejection of our entire offer, even if there is only a deviation on minor points.
4.4. If the other party makes an offer and or gives an order, we will only accept this offer and or this order in writing or when we have started with the execution of the order.
4.5. Additional agreements, changes and/or promises made after the agreement, either verbally or in writing by our staff, representatives, sellers or other intermediaries, shall not be binding, unless they are confirmed in writing by us to the other party.
Article 5 Price
5.1. The prices quoted by us are inclusive of turnover tax and other government levies on the sale and/or delivery and/or performance of the agreement and/or third party levies; they are based on delivery ex our warehouse/company, unless otherwise agreed in writing.
5.2. The prices quoted by us shall be in Belgian currency or in another currency agreed by us in writing; any exchange rate differences shall be at the risk of the other party, unless further agreed in writing. We shall be entitled to claim payment of the equivalent amount in Euros.
5.3. The prices quoted by us are based on the daily prices and specifications applicable at the time of the conclusion of the agreement and on the execution of the agreement under normal circumstances.
5.4. We reserve the right to charge the other party a proportional price increase if, after the conclusion of the agreement, an increase occurs in one or more price-determining factors, including labour wages, premiums, materials and exchange rate changes.
5.5. The provisions of sub 5.4. also apply if the changes in the price determining factors referred to in that sub 5.4. are the result of circumstances already foreseeable when the contract was concluded.
5.6. In the event of application of article 5.4 leading to a price increase and the price increase does not result from statutory regulations or provisions, the other party has the right to dissolve the agreement by the date on which the price increase takes effect by email and/or letter, within one week after we have made known to increase the agreed price.
5.7. Unless expressly agreed otherwise in writing, delivery costs, service costs and costs for shipping, unloading, etc. shall be borne by the Customer. never included in our prices.
5.8. Costs of loading and unloading, storage or transport of materials made available by the other party, i.e. crates, pallets, crates, packaging material or tools, will be charged separately to the other party.
5.9. Price increases resulting from additions and/or changes (i.e. changes in specifications) to the agreement shall be for the account of the other party.
5.10. Costs incurred because the other party has failed to enable the execution of the agreement and or because circumstances arise that can be attributed to the other party as a result of which we have incurred costs, shall be charged by us.
5.11. Default on the part of the other party shall put an end to our default in the event that we would be in default. During the default of the other party, the other party shall not be entitled to take measures to implementation to take. Costs incurred because the other party is in default will be charged by us.
5.12. Subject to the provisions of 5.1. above, one-off and reusable packaging costs are not included in the price and will be charged separately, at cost price.
5.13. Prices have been published with the greatest care, but subject to changes and typographical errors.
Article 6 Delivery and assembly
6.1 Delivery times stated on our quotations and order confirmations are indicative. Any delays cannot give rise to a partial or total cancellation of the order or to any compensation. We will execute orders expeditiously, but at least within 30 days after receipt of the order.
If, for any reason, delivery is not possible or only partially possible within the set period, the other party will be informed immediately but within 30 days after placing the order. The other party is then entitled to cancel its order.
to cancel at no cost.
6.2. The stated delivery times and/or delivery dates are based on the working conditions applicable at the time of the conclusion of the agreement and on the timely delivery of the materials and/or parts ordered by us for the execution of the agreement.
6.3. Delivery shall take place ex warehouse/company, unless otherwise agreed in writing and at the times set by us, which times shall be indicated by us to the other party in good time and if possible in consultation.
The other party shall be obliged to take delivery of the goods delivered by us at the stipulated time of delivery, failing which all costs arising from this (including: storage, freight and storage costs) shall be charged to the other party in accordance with the applicable rate at our or the local rate.
6.4. If more than four days have elapsed since the agreed date of receipt without the other party having taken delivery, the order shall be deemed to have been cancelled by the other party. In that case, the other party shall be obliged to pay all damages to be suffered by us as a result thereof (including all costs incurred by us) as well as 25 % of the gross sales value of the products on account of cancellation compensation.
6.5. We are entitled to deliver in parts. In that case we will always specify the delivery times for each partial delivery. The provisions of Article 6 shall apply mutatis mutandis to partial deliveries.
6.6. The risk of the good shall pass to the other party at the time of delivery, even if the ownership of the good has not yet been transferred by us.
6.7. Assembly by the other party or service of the other party shall be at the expense and risk of the other party or its other party. All costs resulting from problems during assembly by the other party or the other party's department shall be at the expense and risk of the other party or the other party's department and cannot be recovered from us. All costs resulting from the consequences of incorrect assembly or carelessness will be recovered from the other party.
Article 7 Transport
7.1. Unless otherwise agreed in writing, the transport/dispatch shall take place at the expense of the other party.
7.2 All shipments are always at the risk and expense of the other party unless explicitly stated otherwise in writing.
7.3. The method of transport/dispatch as well as the method of packaging shall be determined by us, unless otherwise agreed.
7.4. The other party shall receive in advance inspection of the shipping costs, which shall be paid in full.
be part of the order.
Article 8 Payment
8.1. Unless otherwise agreed in writing, payment by the other party must be made either by bank transfer or Paypal, at the latest upon delivery of the goods, respectively, within fourteen days after the invoice date. These terms shall apply as external periods, at the expiry of which the other party is in default. Settlement with claims that the other party claims on us is not permitted.
8.2. Payment must be made in Belgian currency, unless otherwise indicated by us. If foreign currency has been indicated by us, this shall apply at the exchange rate of the day agreed upon, failing which payment shall be made at the exchange rate of the day of payment.
8.3. In the event of non-payment within the period referred to in Article 8.1 term shall automatically and by operation of law and without notice of default conventional interest on reminder payable his on the total of all outstanding invoices until full payment equal to one interest rate of 15 % per month, or the statutory interest if higher, where part of the month is counted as a full month, starting on the first day after the due date of the invoice.
8.4. In addition, in case of non-payment, damages of 15% of the total amount of all outstanding invoices, with a minimum of € 150 per invoice, in application of Article 1226 of the Civil Code.
8.5. Payments made by the other party shall at all times serve to settle all amounts owed. interests and costs and then to settle claims from the agreement that have been due the longest, even if the other party states that the settlement relates to another claim.
8.6. The other party shall not be entitled to refuse or suspend the fulfilment of its payment obligation on the grounds of alleged defects in the product and for any other reason, unless the defect is recognised as such. In the latter case, the other party shall be entitled to suspend payment of a maximum of 15 % of the amount due for the product concerned until the defect has been remedied.
8.7. In the event of liquidation, insolvency, bankruptcy or postponement of payment of the other party, the claims, for whatever reason, with the other party are immediately due and payable.
8.8. We shall at all times be entitled to demand an advance payment of the amount owed by the other party.
8.9. We shall be entitled to transfer our claim against the other party to third parties in any manner whatsoever without further reminder or without notice of default being required. Only a written notification of this transfer by us to the other party shall be required, as a result of which the other party shall only be able to pay to the third party in full discharge of its debt.
8.10 The goods remain the property of Maxxtools until the full amount has been paid, including all additional costs incurred and claims.
Article 9 Suspension and lien
9.1. We are entitled to suspend our performance (including future partial deliveries) if the other party does not meet one or more of its obligations or if circumstances come to our knowledge give us good reason to fear that the other party will not meet its obligations, except for deviating mandatory legal provisions.
9.2. At all times (i.e. in the case of partial deliveries) we shall be entitled to demand security, such as a bank guarantee, from the other party for the fulfilment of all its obligations under the agreement. This provision shall also apply if credit has been stipulated by the other party. If the other party fails to comply with our request for security, we shall be entitled to dissolve the agreement or to suspend our obligations.
9.3. We may exercise the right of retention on all goods of the other party to which the execution of the agreement relates and which we actually have in our possession within the framework of the agreement, if the other party fails to fulfil all or part of its obligations in connection with the execution of the agreement, or other agreements concluded with the other party arising from goods that we have regularly done with the other party.
9.4. We shall be entitled to recover from the other party the costs incurred by us in respect of the care with respect to the goods actually in our possession.
9.5. We reserve the right to recover our claims, including the costs referred to in 9.4, from the items referred to in 9.3, with priority over all those against whom the right of retention may be invoked.
9.6. We shall be entitled, in the event that the other party, despite written reminders containing a payment term of at least seven days, does not fully meet its obligations, to immediately sell and deliver to a third party the products of the other party that have not yet been paid for and/or are present with us, and without prejudice to our right to compensation, to set off the proceeds against the outstanding invoices and the costs as referred to in 9.4.
9.7. In the event that the other party does not appear to us to be sufficiently creditworthy for the fulfilment of the agreement, we shall be entitled to suspend all contractual obligations, without prejudice to the rights to which we are entitled by virtue of the law or these terms and conditions.
Article 10 Warranty
10.1. Legal guarantee for the consumer applies
10.2. Warranty as mentioned in sub 10.1 does not apply if the defects are the result of normal wear and tear, incorrect operation or injudicious treatment, abuse, use contrary to the instructions given by us, negligence, accident, failure to comply with the maintenance instructions and/or normal maintenance care or if the product has been repaired or modified without our prior written consent, or if the product has been used for purposes other than normal.
10.3. Our obligations under the guarantee as given in sub 10.1 do not extend beyond the repair or replacement of a product or part thereof free of charge; this at our discretion and within a reasonable period to be determined by us.
10.4. Transport costs of the product that have been incurred within the framework of the invocation of the guarantee shall be for the account of the other party, unless the transport takes place on our instructions.
10.5. At our request, the other party shall be obliged to give us the opportunity to have an investigation carried out by an expert to be appointed by us as a result of its invocation of the guarantee, failing which the right to the guarantee shall lapse. The decision of this expert shall be binding on both parties. The costs of the aforementioned assessment shall be for the account of the other party if the appeal to the guarantee appears to be unfounded; if the appeal to the guarantee appears to be justified, the costs of the assessment shall be for our account.
Article 11 Retention of title
11.1 All goods remain the property of the seller until full payment of the invoices. In the event of non-payment, they may be retrieved at any time.
11.2. Now that by virtue of the agreement referred to under 11.1 we shall also perform the paid work for the other party by the other party, the retention of title referred to under 11.1 shall also apply until the other party has also paid this claim from us in full.
11.3. Furthermore, the retention of title shall apply to the claim which we may obtain against the other party on account of failure to comply with the agreement as referred to under 11.1 and 11.2 above.
11.4. As long as the legal and economic ownership of the delivered goods has not passed to the other party, the other party may not pledge the goods or grant any other right to them to a third party, subject to the provisions of Article 11.5.
11.5. The other party is permitted to sell and transfer the goods delivered or to be delivered under retention of title to third parties in the normal course of its business.
11.6. The other party shall be obliged to store goods delivered under retention of title with due care and as recognizable property of us.
11.7. If the other party fails to fulfil its payment obligations towards us or if we have good reason to fear that it will fail to fulfil its obligations, we shall be entitled to take back the goods delivered subject to retention of title.
11.8. The other party shall be obliged at our first request:
a. to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage, as well as against theft, and to submit the policy of these insurances to us for inspection.
b. to pledge to us all claims of the other party on insurers with regard to goods delivered under retention of title
c. to mark the item delivered under retention of title as our property.
d. to cooperate in other ways with reasonable measures that we wish to take in order to protect our right of ownership with respect to goods that do not unreasonably impede the other party in the normal course of his business.
11.9. We shall not be obliged to indemnify the other party against any liability if keeper of the case.
11.10. 11.10 Insofar as it concerns a company or business, the other party indemnifies us against claims which third parties have against us and which can be related to the retention of title made.
11.11. If the other party fails to fulfil its obligations or if there is a well-founded fear that it will not do so, we reserve the right to remove the delivered goods, on which the retention of title referred to in sub 11.1 rests, from the other party or third parties who hold the goods for the other party or to have them removed. The other party shall cooperate fully to this end on penalty of a fine of 10 % of the amount it owes per day.
11.12 In any case, Maxxtools reserves the right to refuse any order or delivery in the event of
-an existing dispute with the buyer
-non-payment or partial payment of a previous order by the buyer
-refusal of authorisation for payment by bank card by the banking institutions
-non-payment or partial payment
Article 12 Force majeure
12.1. In the event that force majeure delays or prevents the execution of the agreement, both we and the other party shall be entitled to dissolve the agreement in writing, without this giving the other party any claim to compensation, except in so far as we would enjoy an advantage as a result of this dissolution that we would not have had if the agreement had been properly executed.
12.2. Force majeure on our part includes any circumstance beyond our control which prevents the normal execution of the agreement. Circumstances beyond our control shall in any case be considered as such force majeure:
loss, damage and/or delay during and due to transport, extreme absenteeism of personnel, actions/measures at customs, including (temporary) closure of certain geographical areas, fire and other serious disturbances in our company or at our suppliers.
12.3. For the consequences of the provisions of Articles 12.1 and 12.2, we (also) refer to
the provisions of Article 6.1.
Article 13 Liability
13.1. We are never liable for damage unless it is due to intent or deliberate recklessness on our part or on the part of our manager and/or subordinates.
13.2. In the event that we should be liable for damage and this damage is not due to intent or deliberate recklessness on our part or on the part of one of our managers and/or subordinates, our liability shall always be limited to direct damage to goods or persons, and shall extend to the following never to any trading loss or other consequential loss, including loss of income.
13.3. In the event that we should be liable for damage and if this damage is not due to intent or deliberate recklessness on our part or on the part of one of our managers and/or subordinates, our liability shall furthermore be limited to the price for which the other party has purchased the good that caused the damage or to the amount paid by the other party for the order.
13.4. In the event that a final and conclusive court ruling considers the provisions of sub 13.3. to be unreasonably onerous, the liability shall be limited to that damage and at most to those amounts against which we are insured or would reasonably have been insured in view of the use applicable in the sector.
13.5. The provisions of articles 13.2, 13.3 and 13.4 only apply insofar as our liability under the law or agreement (i.e. including the provisions of these general terms and conditions) is not already further limited than would follow from the mere application of articles 13.2, 13.3 or 13.4.
13.6. If the other party is a consumer, our liability shall be governed by the statutory provisions.
Article 14 Complaints
14.1. The other party is obliged to inspect the product as soon as it has been received and to establish whether the product is in order or whether the work has been carried out in accordance with the order.
14.2. Any complaints with regard to both the goods delivered by us and the work carried out, as well as with regard to the amounts invoiced, must be submitted within three working days of the invoice date. 48 hours after completion of the work or receipt of the invoice, respectivelyThe complaint must be submitted to us in writing, accurately stating the facts to which the complaint relates.
The other party is obliged to immediately remove the delivered goods etc. as mentioned in this article.
upon receipt, to inspect and report immediately in writing any inaccuracies and defects found. In case of damaged delivery, the customer must always make reservations on the transport document.
14.3. If it is not reasonably possible to discover the defect within the above-mentioned period, the other party must complain to us in writing immediately after it has discovered or should have discovered the defect.
14.4. Minor deviations and differences in quality, number, size or finish, as well as differences in the execution of the work, may not constitute grounds for complaints.
14.5. Complaints with regard to a certain item or with regard to certain activities do not affect the obligations of the other party with regard to other products or parts of the agreement.
14.6. In case we replace parts of an item or in case we replace an item completely, we become the owner of the replaced (old) item.
14.7. Claimed products should only be returned if we agree to this.
14.8. In the event of an article being returned, for whatever reason, the buyer may exchange the article for another one or obtain a coupon for the net amount of the original purchase, i.e. without the shipping costs or any other costs. Under no circumstances is a cash refund or a refund of the purchase amount possible. In the event of a defective or damaged item, the buyer is responsible for returning it and the costs involved.
Article 15 Right to refrain from purchase in case of distance selling
15.1. The Purchaser has fourteen (14) calendar days to return at his own expense the product(s) ordered by him without payment of any penalty and without giving any reason. This period shall commence the day after the delivery date of the order. The product(s) must be returned in its original packaging and conditioning to the following address : Maxxtools- Grotstraat 42 - B-3990 Peer. Proof of return by post must be validated.
15.2. In case of a defective or damaged item within the warranty period, the buyer is responsible for returning it and the costs thereof.
Article 16 Dissolution
16.1. 16.1 If the other party does not meet, does not meet on time or does not meet properly, despite summonses containing a reasonable term, any (payment) obligation arising from any agreement concluded with us, as well as in the event of suspension of payment, application for postponement of payment, judicial settlement, bankruptcy, or settlement of the other party's company, we are entitled to dissolve the agreement or part thereof without notice of default and without judicial intervention.
16.2. As a result of the dissolution, existing reciprocal claims shall become immediately due and payable. The other party shall be liable for the damage suffered by us, including interest, loss of profit and transport costs.
16.3. If the provisions of sub 15.1 occur and the other party enjoys an advantage that it would not have had in case of proper performance, we shall be entitled to compensation of our loss up to the amount of this advantage.
16.4. Without prejudice to the provisions of this Article, the consumer shall have the right within
seven working days after receipt without giving any reason to return the goods and to dissolve the agreement. Any amount already paid will be refunded within 30 days after receipt of the return to the consumer by us including the costs paid by the consumer.
The costs of direct return shall be borne by the other party.
Article 17 Intellectual property rights
17.1. Unless otherwise agreed with us in writing, we retain all intellectual property rights (including copyright, patent law, trademark law, trade name law, design and model law etc.) to all our inventions, designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, models etc.
17.2. The aforementioned designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models etc. may not be copied, shown and/or made available to third parties or used in any other way without our written permission.
17.3. The other party is free to use the aforementioned designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. for a purpose other than that for which we have made them available to the other party.
17.4. The provisions of this article remain in force even after termination or dissolution of the agreement.
Article 18 Confidentiality
18.1. The other party undertakes to keep the confidential information made available to it by us confidential.
18.2. The other party shall not copy the confidential information or make it available to third parties in any other way, unless with our prior written consent.
18.3. The other party shall not use the confidential information for any purpose other than that for which it has been provided by us and shall not apply it in any other way than that indicated by us.
18.4. The Other Party shall not make any changes to documents or items containing confidential information of Us.
18.5. All confidential data and information provided by us will remain our property. The other party shall be obliged to immediately return all confidential information to us on first request without keeping copies.
18.6. The other party shall be obliged to bind its employees, agents and subcontractors who - necessarily - become aware of the confidential information in writing to the same confidentiality obligations as the other party, prior to such acquisition of confidential information.
18.7. In the event of violation of one or more obligations under this article, the other party shall owe us an immediately payable penalty of € 10,000.00 for each violation and for each day that a violation continues. This penalty shall not affect our right to full compensation in accordance with the law.
18.8. The provisions of this article shall remain in force even after termination or dissolution of the agreement.
Article 19 Disputes
19.1 In the event of a dispute, only the courts of the jurisdiction of Hasselt have jurisdiction.
19.2 Belgian law applies