Article 1: Applicability

1.1. These terms and conditions apply to all offers and all agreements for the purchase and sale or the provision of services by Majestic Safety Products & Service B.V., hereinafter referred to as ‘supplier’, entered into or made.

1.2. Deviations from these terms and conditions can only be agreed in writing, in which case the deviation applies exclusively to the individual agreement in question.

1.3. The customer's general terms and conditions do not apply unless they have been accepted in writing by the supplier.

Article 2: Offers and agreements

2.1. All offers are without obligation and are valid for two weeks after the date of issue.

2.2. Agreements are only concluded after explicit acceptance by the supplier. This explicit acceptance is evidenced by the supplier's written confirmation or by the fact that it commences performance of the agreement.

2.3. In the event of a discrepancy between the (verbal) order or assignment of the customer and the written confirmation of the supplier, this confirmation shall prevail and be binding on the parties.

Article 3: Prices

3.1. Prices are in euros, unless stated otherwise.

3.2. The prices apply to the performance or scope of delivery specified in the agreement. Additional or special services will be charged separately.

3.3. The prices are exclusive of VAT, packaging and transport costs and any travel and accommodation expenses, unless expressly stated otherwise.

3.4. If, after the agreement has been concluded but before (partial) delivery, one or more price-determining factors, such as purchase prices of goods, material or component prices, labour costs, levies, taxes, exchange rates, etc., increase, the supplier shall be entitled to adjust the prices accordingly.

The Supplier shall notify the Customer in writing as soon as possible of the price adjusted in accordance with this paragraph.

Article 4: Delivery time and delivery

4.1. Delivery times specified by the Supplier shall never be regarded as strict deadlines, unless expressly agreed otherwise.

4.2. A delivery period shall commence on the date of the Supplier's written confirmation or on the date on which all information, details, etc. required by the Customer for the execution of the order have been received by the Supplier.

4.3. The delivery time is determined on the assumption that the supplier can continue to work as planned at the time of the offer and that the necessary materials and information will be provided to it in good time. Exceeding the delivery time can only give rise to compensation if agreed in writing.

4.4. Delivery shall take place ex warehouse in Bergen op Zoom. The supplier shall not be responsible for the transport and insurance of the goods and the costs of transport shall be borne by the customer, unless expressly agreed otherwise in writing. Upon delivery ex warehouse, the risk of the goods shall pass to the customer at the time of loading.

4.5. Services provided by the supplier to the customer shall be performed on the basis of the description of the services in the agreement. The provision of services obliges the supplier to perform to the best of its ability, but never to achieve a specific result.

4.6. The service order shall be deemed to have been executed if the period of service as agreed in the agreement has expired or, in any case, two working days after the supplier has notified the customer in writing that the service order has been executed.

Article 5: Payment

5.1. Payment shall be made at the supplier's office.

5.2. Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.

5.3. The supplier is always entitled, before delivering or continuing with the delivery or performance of the order, to demand sufficient security for the fulfilment of the customer's payment obligations.

Refusal by the customer to provide the security requested entitles the supplier to terminate the agreement by means of a written statement to that effect, without prejudice to the supplier's right to compensation for costs and loss of profit.

5.4. The supplier is also entitled, if the customer is in default of its payment obligations, to suspend delivery and/or work, even if a fixed delivery time has been agreed.

5.5. Regulations of any authority whatsoever which prevent the use of the goods to be delivered or already delivered shall not alter the customer's financial obligation.

5.6. The customer's right to set off any claims it may have against the supplier is expressly excluded.

5.7. The entire purchase price of the goods or services shall be immediately due and payable in the event of late payment within the agreed term, if the customer becomes insolvent, applies for a moratorium on payments or if any attachment is made on the goods or claims of the customer or if the customer goes into liquidation or is dissolved.

5.8. In the event of late payment, the supplier is entitled to charge the customer interest of 1% per month, as well as all extrajudicial costs incurred as a result of the late payment.

Article 6: Force majeure

6.1. The supplier shall be entitled, if circumstances arise before or during the performance of the agreement that result in force majeure, whether or not foreseeable, as a result of which the supplier can no longer reasonably fulfil its obligations under the agreement, to terminate the agreement or to suspend the delivery period. In that case, the customer shall never be entitled to claim any compensation.

6.2. In the event of temporary force majeure, the customer shall not be entitled to terminate the agreement. In the event of temporary or permanent force majeure on the part of the supplier, the customer shall never be entitled to compensation for any damage suffered by it.

6.3. Force majeure includes, among other things: all involuntary business interruptions or impediments, such as fire, natural disasters, impediments caused by third parties, total or partial strikes, almost total illness of employees and, in general, all circumstances, events, causes and consequences that are beyond the control or influence of the supplier.

Article 7: Retention of title

7.1. The customer shall only become the owner of the goods delivered or to be delivered by the supplier under suspensive conditions. The supplier shall remain the owner of the goods delivered or to be delivered as long as the customer has not paid the supplier's claims in respect of the consideration under the agreement, including claims for interest and costs.

7.2. As long as the customer has not paid the above claims, it is not entitled to establish a right of pledge or a non-possessory pledge on the goods delivered by the supplier and undertakes vis-à-vis third parties who wish to establish such a right to declare, at the supplier's first request, that it is not authorised to establish a right of pledge.

7.3. If the customer fails to fulfil any obligation under the agreement with regard to goods sold, the supplier shall be entitled, without notice of default, to take back the goods, both those originally delivered and those newly manufactured. The customer authorises the supplier to enter the premises where these goods are located.

7.4. The customer is obliged to inform the supplier in advance of its application for bankruptcy or request for a moratorium. Furthermore, the customer must inform the supplier immediately if it has been declared bankrupt or if a moratorium has been granted to it.

Article 8: Complaints

8.1. The customer must submit a written complaint within eight days of delivery in respect of any visible defect in the performance. In the event of a non-visible defect, the customer must submit a written complaint within eight days of discovering the defect or of reasonably having been able to discover it.

8.2. Complaints about invoices must be submitted in writing within eight days of the invoice date.

8.3. The supplier guarantees reasonable quality requirements for normal use in accordance with the instructions for use of the goods delivered by the supplier to the customer.

8.4. The customer loses all rights and powers that were available to it on the grounds of defectiveness if it has not lodged a complaint within the aforementioned periods and/or has not given the supplier the opportunity to inspect and repair the defects.

8.5. If a complaint from a customer regarding delivered goods is justified, the supplier is entitled, after the defective goods have been returned carriage paid, to credit the customer in full, repair the defective goods or proceed with redelivery.

8.6. A consignment note, delivery note or similar document provided upon delivery of goods shall be deemed to accurately reflect the quantity of the goods delivered, unless the customer immediately notifies the supplier of any objections in writing after receipt of the goods.

8.7. The warranty shall only apply if the customer has fulfilled all its obligations towards the supplier.

Article 9: Liability

9.1. The supplier shall only be liable for damage suffered by the customer that is the direct and exclusive result of a shortcoming attributable to the supplier, on the understanding that only damage for which the supplier is insured or should reasonably have been insured, given the customs and practices in the industry, shall be eligible for compensation.

9.2. The supplier shall never be liable for consequential damage and indirect business damage, stagnation damage, loss of orders, loss of profit, processing costs, etc.

Article 10: Printing (for a fee) of goods

10.1. The supplier does not guarantee properties such as shelf life, adhesion, gloss, colour, light or colour fastness or wear resistance if the client has not specified the properties and nature of the materials or products supplied by it at the latest upon conclusion of the agreement and has not provided adequate information about the pre-processing, any surface treatment and the conditions (such as temperature and pressure time) under which the printing must take place.

10.2. Unless expressly agreed otherwise, the supplier cannot be held liable for any detachment, sticking, staining, change in gloss or colour, or damage to materials and/or products received from the client and to be printed or processed by the supplier.

10.3 The supplier shall carry out orders with the utmost care, but cannot be held liable for any adhesion problems that may arise in the long term.

Article 11: Goods not collected

If the customer fails to collect goods that the supplier has in its possession, despite the fact that these have been made available, against payment of the amount due, the supplier shall be entitled, one month after the goods have been made available, to sell them on behalf of and for the account of the customer after giving written notice of default, with the obligation to pay the proceeds to the customer, after deduction of the claims due to the supplier, including storage costs.

Article 12: Applicable law, disputes

12.1. All agreements are governed by Dutch law.

12.2. The provisions of the Vienna Sales Convention do not apply, nor does any future international regulation concerning the sale of movable tangible property, the operation of which may be excluded by the parties.

12.3. All disputes arising from offers and agreements, however named, shall be submitted to the civil court with jurisdiction in the place of business of the supplier, unless statutory provisions dictate otherwise.