Artikel 1. Definitions

The following definitions are applied in these General Terms and Conditions:

• Supplier: MacBright BV;
• Client: each individual or legal entity requesting a quote from the Supplier and/or with whom/which the Supplier concludes an Agreement or negotiates with for the concluding of the Agreement;
• Agreement: any Agreement concluded between the Supplier and the Client, each amendment thereof or addition thereto, as well as any (legal) act for the preparation and performance of that Agreement;
• Assignment: each assignment given by the Client to the Supplier.

Article 2. Applicability, changes and additions

2.1. These general supply and payment terms apply to the concluding, content and the performance of all the agreements agreed with the Supplier, whereby the Supplier acts as (potential) seller and/or supplier of goods and/or services. These terms and conditions also apply to future agreements. The applicability of purchase or other terms and conditions are explicitly rejected. Deviations must be agreed in writing and only apply to the relevant agreement.

2.2. 'Other party' is defined in these terms and conditions as each individual or legal entity who wishes to conclude or has concluded an agreement within the meaning of subsection 2.1 of this article.

2.3. The applicability of any general or specific terms and conditions or clauses of the Client is hereby explicitly rejected by the Supplier.

2.4. If the Supplier hears on the basis of obtained information or otherwise, that the Client is not creditworthy for the amount of the current transaction, the Supplier has the choice to only deliver the goods cash-on-delivery, to demand payment in advance, to demand sufficient surety or to dissolve the Agreement.

2.5. The Supplier explicitly retains the right to change minor details of the goods to be delivered without prior notification. Unless otherwise is indicated, then all the measurements indicated by the Supplier apply by approximation. If the measurements have been provided by the Client, then the Client does not bear any responsibility in this respect.

Article 3. Concluding agreements

3.1. An offer or quote is not binding to the Supplier and is only intended as an invitation for the placing of an Order.

3.2. Specifications are drawn up with care. However, the supplier cannot guarantee that no deviations will be made in this respect. Any deviations will not relate to the quality of the material delivered or the dimensions provided by the Client.

3.3. The Client is not authorised to inform third parties or to have others be informed of any quote made by or on behalf of the Supplier and/or to allow the quote or specification to be copied or multiplied in any other way. The client will immediately return a specification and/or quote provided by the Supplier upon its first request, and will always do so if the quote made by the Supplier is not followed by an Assignment.

Article 4. Delivery

4.1. The delivery period commences after the Supplier has received all the necessary information for delivery.

4.2. The delivery periods indicated by the Supplier are always approximate delivery periods; this also applies to deliveries upon request. The delivery periods are never deadlines.

4.3. If the Client has special wishes regarding the delivery of ordered articles at a specific time, then he must inform the Supplier on time in writing and the specific date of delivery must be agreed by the parties before delivery.

4.4. In all other cases, the exceeding of the delivery period does not authorise the Client to dissolve the Agreement, unless the delivery period is exceeded to such an extent that the Client can no longer be expected, within reasonableness and fairness, to maintain the Agreement.

4.5. If the Client dissolves the Agreement, then this does not result in any obligation for the Supplier to pay any damages suffered by the Client in this respect.

4.6. The Supplier must be declared in default in writing in the event of a late delivery.

4.7. The place of the legal delivery is the warehouse of the company where the goods are manufactured. Upon leaving the warehouse, the goods are at the risk of the Client.

4.8. The Client must ensure a sufficiently accessible site, in the absence of which the Supplier is relieved of his obligation to deliver at the agreed location.

4.9. The Client guarantees that the Supplier gains access to the place of delivery. The Client arranges the delivery of the goods. The delivered quantities are listed on the delivery document by the Supplier. If the Client or a third party on its behalf fails to notify the Supplier of its objection within 24 hours after receiving the goods, then the quantity stated on the delivery document is deemed to be correct.

4.10 If the goods purchased/ordered by the Client cannot be delivered by the Supplier due to the Client, then these articles will be stored by the Supplier for the account and risk of the Client.

Article 5. Retention of title and Intellectual Property Rights

5.1. The goods delivered by the Supplier to the Client remain the property of the Supplier that cannot be sold until the moment these have been paid including interest and costs.

5.2. The Client is not authorised to sell or pledge the articles in any way before they have been fully paid. If the Client fails to comply with this obligation, then the purchase price is immediately payable in full. Moreover, if the Client is a company, the board of directors of this company is personally liable for the payment.

5.3. The client must inform the person or entity to whom/which the articles delivered by the Supplier, whether or not as a surety, are provided as a pledge, of the contents of the retention of title provision.

5.4. All the details, drawings, images and overviews in catalogues and price lists made available by the Supplier are copyright protected. The Client is not permitted to copy these documents or show them to third parties without explicit permission thereto.

5.5. If the Client makes, raw materials, additional materials, ingredients or printed documents available to the Supplier for processing into the products purchased by the Client from the Supplier, then the Client explicitly indemnifies the Supplier against any claims of third parties on the basis of the breach of copyrights and rights resulting from patents, brands and models.

Article 6. Complaints

6.1. The Client must inspect the purchased goods carefully upon delivery or, if this takes place earlier, upon receipt by the Client or a third party acting on his behalf, or have the products inspected. Any complaints must be reported in writing to the Supplier no later than within eight days following the delivery or arrival/receipt of the articles. This obligation applies in full when the purchased goods are delivered at a third party upon request of the Client.

6.2. Visible defects/failures and/or damage already determined upon delivery must be notified by the Client or the third party acting on its behalf on the freight letter or the delivery document. The articles which form the subject of the complaints must remain available to the Supplier in the condition in which it was the time the defects were determined.

6.3. The Supplier is relieved of any liability and not complied to accept and investigate complaints regarding defects if the Client has failed to comply with its payment or other obligations on time in respect of the Supplier and also not if any third parties, whether or not upon instruction of the Client, have made changes or repairs to the goods delivered by the Supplier without prior written permission of the Supplier.

6.4. Defects that could not have reasonably been determined must immediately are notified to the Supplier in writing, though no later than within 30 days after delivery or arrival/receipt of the articles.

6.5. After establishing any defect, the Client must immediately stop the use, processing and/or adjustment of the relevant articles immediately and then take all the reasonable actions to prevent any (further) damage.

6.6. The Client will grant every cooperation necessary in order to enable the Supplier to investigate the circumstances of the use, processing and/or adjustment of the articles.

6.7. If the Client does not grant its cooperation or other investigation is not or no longer possible, the complaint is not accepted, then the Client holds no claims in this respect.

6.8. The Client is not authorised to return the articles before the Supplier has given its written permission to do so. Only if a complaint has been filed on time, correctly and for substantive reasons, can the goods be returned accompanied by the return receipt provided by the Supplier. Only the goods in non-contaminated, unopened packaging are accepted and available for crediting. The Supplier will invoice 20% of the net order amount with a minimum of EUR 150 as return costs.

6.9. If the Client files a correct and valid complaint in time with regard to defects of the delivered articles, the subsequent liability of the User is limited to the obligations stated in article 7.3 with due observance of the other provisions of article 7.

Article 7. Guarantee

7.1. With due observance of the limitations referred to in these Terms and Conditions the Supplier guarantees the soundness of the articles it has delivered provided all its instructions regarding the use of these articles have been strictly complied with.

7.2. The guarantee period commences on the date of invoice. The guarantee period is based on a burning time of no more than 4,000 hours per year. In the event of more than 4,000 hours per year, the guarantee period is adjusted proportionately. The guarantee period lapses after 12 months; LED products are subject to a guarantee period of additional 36 months or earlier to the extent that the guarantee period lapses of the guarantee period provided to the Supplier by the relevant third parties in respect of the relevant parts or articles.

7.3. The liability of the Supplier is limited to the replacing of the faulty articles or the repayment of the amount invoiced for these faulty goods. The replacement of articles is limited to the re-delivery excluding installation.

7.4. In the event of replacement, a new guarantee is provided for the replacement goods subject to the provisions of this article; the guarantee of which commences the date the goods are replaced.

7.5. The Supplier is not liable for loss of profit, loss of savings, loss of reputation, loss of goodwill, payment of damages of an indirect, additional or special nature, or payments of damages imposed by way of penalty or in respect of consequential damage resulting from or relating to the agreement or sale of products or services by the Supplier or the use thereof, regardless of whether this payment of damages is based on an unlawful act, guarantee, contractual relation or any other legal basis and even if the Supplier has been made aware or is aware of the possibility of such payment of damages. The total and cumulative liability of the Supplier is limited to an amount of no more than ten percent (10%) of the amount involved with the relevant agreement.

Article 8. Force Majeure

8.1. Upon commencement of a force majeure or circumstances that make the performance of the agreement impossible or unreasonably burdensome, then the mutual obligations are suspended until those circumstances are relieved.

8.2. A force majeure will in any event include any calamities, natural disasters, government measures, war, riot, strikes, unusual stagnation in production or transport, excessive sick leave or other unforeseen circumstances which affect the business operations of the Supplier and/or its suppliers.

8.3. In the event of a continued force majeure, the Supplier is authorised to dissolve the Agreement without being liable to pay any damage to the Client.

8.4. If the force majeure of the Supplier continues for longer than three months, then the Client has the right to dissolve the Agreement at no costs without them being able to claim payment of any damage suffered.

Article 9. Prices

9.1. All prices of the Supplier are denominated in Euro excluding VAT; deliveries exceeding
€ 50.0.00 are cash-on-delivery. Deliveries of less than € 500 are subject to freight costs, a DPD package costs EUR 15, a small pallet € 31.20 and a euro pallet € 41.60.

9.2. The prices issued by the Supplier are based on the cost price factors as they apply on the date of the offer. If one of the cost price determining factors of a product changes in the period between the date of the offer and the date of the delivery, the Supplier has the right to adjust the price accordingly, regardless of the fact of whether the cost price increase was foreseeable the moment the offer or the confirmation was made. This is based on the cost price determining components being present in the sales price of the goods in the following ratio: 50% salaries and social contributions, 40% raw materials, consisting of 25% plate steel, 15% aluminium plate and 10% various costs.

9.3. Price increases resulting from exchange rate fluctuations and changes in the foreign exchange rate between Euro and other currencies, arising between the date of the offer and the date of the payment are payable by the Client.

Article 10. Payments

10.1. All payments must be paid into the bank account number provided by the Supplier within thirty (30) days after the date of invoice. The other party is not authorised to implement any suspension, discount or settlement unless permitted by the Supplier in writing.

10.2 All deliveries of Products the Supplier has agreed to are always dependent of the Supplier's determination of the required creditworthiness of the purchaser. If the Supplier considers that the financial situation of the purchaser at any time is such that it is not responsible to proceed to produce or deliver the Products on the basis of the above-mentioned payment terms, then the Supplier can demand full or partial payment beforehand or other payment terms as condition for the delivery and the Supplier can proceed to suspend, postpone or terminate the providing of credit, delivery or any act or performance of the Supplier under the Agreement.

10.3. As such the extra-judicial debt collection is automatically due, based on the fee of the Dutch Order of Lawyers, whereby a minimum fee applies of EUR 200.

10.4. The Client must pay interest on all the amounts not paid on the payment deadline, without requiring a notice of default, as of that day; the interest is equal to the statutory interest of 1% per month.

10.5. All payments to the Supplier must be made without withholding or settlement, in cash or into a bank account number specified by the Supplier.

10.6. The Supplier is authorised to settle amounts it owes the Client.

Article 11. Dissolution

11.1. If the Client wishes to dissolve an Agreement concluded with the Supplier, with due observance of these Terms and Conditions, then this is only possible up to three (3) days prior to the delivery and the Client must pay an amount of 30% of the invoiced amount for the Agreement (excluding VAT) with a minimum of € 150.00 to cover a loss of profit.

11.2. An agreement with a Supplier for the delivery of articles especially made for the Client which are not suitable for any other use or articles ordered from third parties, cannot be dissolved.

11.3. In the event of a (provisional) suspension of payment, bankruptcy, stagnation or liquidation of (the company of) the Client, all Agreements will be legally dissolved, unless the Supplier notifies that it demands the compliance of (a part of) the Agreement.

Article 12. Ownership of Data

12.1. All data regarding products and/or services, including models, drawings, descriptions and software, their composition and/or application and use provided by the Supplier, remain owned by the Supplier. Even if the Supplier has invoiced the Client costs in relation thereto.

12.2. The Supplier is authorised at all times to demand that he/she returns the above-mentioned data to the Supplier. The Client must immediately comply with that request.

Article 13. Partial nullity

13.1. If one of the provisions of these Terms and Conditions or any part of the mutual Agreement appear to be nullified or are declared nullified, then the applicability of the remaining parts of the Terms and Conditions or the underlying Agreement are not affected.

Article 14. Competent court and applicable law

14.1. These Terms and Conditions and any Agreements are subject to Dutch law.

14.2. The settlement of disputes resulting from concluded Agreement is either settled by the civil court or arbitration, at the Supplier's discretion.

14.3. In the event of arbitration, the rules of the Arbitration Council for Construction Companies in the Netherlands applies.

14.4. When the Supplier decides to bring the dispute before the civil court, then the District Court in the district Arnhem is the competent court.

These General Sales and Supply terms have been filed with the Chamber of Commerce at Tiel under number 11024258.