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Terms and conditions

Definitions

  1. MAXI Minibar B.V.: MAXI Minibar, located in Maastricht under Chamber of Commerce number 87506610.
  2. Customer: the party with whom MAXI Minibar B.V. has entered into an agreement.
  3. Parties: MAXI Minibar B.V. and the customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of General Terms and Conditions

  1. These conditions apply to all quotations, offers, work, orders, agreements, and the provision of services or products by or on behalf of MAXI Minibar B.V.
  2. Parties can only deviate from these conditions if they have expressly agreed to do so in writing.
  3. Parties expressly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or third parties.

Prices

  1. All prices used by MAXI Minibar B.V. are in euros, excluding VAT, and excluding any other costs such as administrative costs, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or agreed otherwise.
  2. All prices used by MAXI Minibar B.V. for its products, on its website, or otherwise made known, may be changed by MAXI Minibar B.V. at any time.
  3. Increases in the costs of products or parts thereof that MAXI Minibar B.V. could not foresee at the time of the offer or the conclusion of the agreement may lead to price increases.
  4. The consumer has the right to terminate an agreement due to a price increase as referred to in paragraph 3, unless the increase is the result of a legal regulation.

Samples and Models

If the customer has received a sample or model of a product, they cannot derive any rights from it other than that it is an indication of the nature of the product unless the parties have expressly agreed that the delivered products correspond to the sample or model.

Payments and Payment Term

  1. MAXI Minibar B.V. may request payment of up to 100% of the agreed amount at the conclusion of the agreement with the first order. Subsequently, monthly deductions via automatic debit will take place for subsequent orders.
  2. The customer must have made payments in arrears via a monthly deduction via automatic debit.
  3. Payment terms are considered as firm payment terms. This means that if the customer has not paid the agreed amount no later than the last day of the payment term, he is automatically in default and in breach, without MAXI Minibar B.V. having to send the customer a reminder or put him in default.
  4. MAXI Minibar B.V. reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of Non-Timely Payment

  1. If the customer does not pay within the agreed period, MAXI Minibar B.V. is entitled to charge statutory interest of 8% per month for commercial transactions from the day the customer is in default, with a part of a month being counted as a whole month.
  2. When the customer is in default, they are also liable for extrajudicial collection costs and any damages to MAXI Minibar B.V.
  3. The collection costs are calculated in accordance with the Decree on compensation for extrajudicial collection costs.
  4. If the customer does not pay on time, MAXI Minibar B.V. may suspend its obligations until the customer has fulfilled its payment obligation.
  5. In the event of liquidation, bankruptcy, seizure, or suspension of payment on the part of the customer, MAXI Minibar B.V.’s claims against the customer become immediately due and payable.
  6. If the customer refuses to cooperate in the execution of the agreement by MAXI Minibar B.V., they are still obliged to pay the agreed price to MAXI Minibar B.V.

Right of Reclamation

  1. Once the customer is in default, MAXI Minibar B.V. is entitled to invoke the right of reclamation regarding the unpaid products delivered to the customer.
  2. MAXI Minibar B.V. invokes the right of reclamation through written or electronic notification.
  3. Once the customer has been informed of the invoked right of reclamation, the customer must immediately return the products to MAXI Minibar B.V., unless the parties make other arrangements.
  4. The costs for retrieving or returning the products are borne by the customer.

Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Retention of Title

  1. MAXI Minibar B.V. can invoke its right of retention and, in that case, retain the customer’s products until the customer has paid all outstanding invoices to MAXI Minibar B.V., unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies based on previous agreements for which the customer still owes payments to MAXI Minibar B.V.
  3. MAXI Minibar B.V. is never liable for any potential damage the customer may suffer as a result of exercising its right of retention.

Offsetting

Unless the customer is a consumer, the customer waives the right to offset a debt to MAXI Minibar B.V. against a claim on MAXI Minibar B.V.

Reservation of Ownership

  1. MAXI Minibar B.V. remains the owner of all delivered products until the customer has fully met all payment obligations to MAXI Minibar B.V. under any agreement concluded with MAXI Minibar B.V., including claims for failure to fulfill.
  2. Until that time, MAXI Minibar B.V. can invoke its reservation of ownership and reclaim the items.
  3. Before ownership passes to the customer, the customer may not pledge, sell, alienate, or otherwise encumber the products.
  4. If MAXI Minibar B.V. invokes its reservation of ownership, the agreement is deemed dissolved, and MAXI Minibar B.V. has the right to claim damages, lost profits, and interest.

Delivery

  1. Delivery takes place as long as stocks last.
  2. Delivery takes place at MAXI Minibar B.V., unless otherwise agreed upon by the parties.
  3. Delivery of products ordered online takes place at the address specified by the customer.
  4. If the agreed amounts are not paid or not paid on time, MAXI Minibar B.V. has the right to suspend its obligations until the agreed part has been paid.
  5. Late payment constitutes creditor’s default, resulting in the customer not being able to object to a delayed delivery by MAXI Minibar B.V.

Delivery Time

  1. The delivery times provided by MAXI Minibar B.V. are indicative and do not entitle the customer to dissolution or compensation in case of exceeding them, unless expressly agreed otherwise in writing.
  2. The delivery time starts when the customer has completed the (electronic) ordering process and has received confirmation from MAXI Minibar B.V.
  3. Exceeding the specified delivery time does not give the customer the right to compensation, nor the right to dissolve the agreement, unless MAXI Minibar B.V. cannot deliver within 14 days after a written demand or unless the parties have agreed otherwise.

Actual Delivery

The customer must ensure that the actual delivery of the ordered products can take place on time.

Transport Costs

Transport costs are borne by MAXI Minibar B.V., unless the parties have agreed otherwise.

Packaging and Shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have the carrier or delivery person make a note of this before accepting the product. Otherwise, MAXI Minibar B.V. cannot be held liable for any damage.
  2. If the customer takes care of the transport of a product themselves, they must report any visible damage to products or packaging before transportation to MAXI Minibar B.V. Otherwise, MAXI Minibar B.V. cannot be held liable for any damage.

Storage

  1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any potential loss of quality is entirely the customer’s responsibility.
  2. Any additional costs due to early or delayed acceptance of products are entirely the customer’s responsibility.

Warranty

  1. The warranty for products applies solely to defects caused by faulty manufacturing, construction, or materials.
  2. The warranty does not apply in cases of normal wear and tear, damage resulting from accidents, modifications made to the product, negligence, or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
  3. The risk of loss, damage, or theft of the products covered by an agreement between the parties passes to the customer at the moment they are legally and/or actually delivered or come into the possession of the customer or a third party receiving the product on behalf of the customer.

Indemnification

The customer indemnifies MAXI Minibar B.V. against all claims from third parties related to the products and/or services provided by MAXI Minibar B.V.

Complaints

  1. The customer must promptly examine a product delivered by MAXI Minibar B.V. or a service provided for any deficiencies.
  2. If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must inform MAXI Minibar B.V. as soon as possible, but in any case within 1 month after discovering the deficiencies.
  3. Consumers must notify MAXI Minibar B.V. of any deficiencies within 2 months after discovering them.
  4. The customer provides a detailed description of the deficiencies, enabling MAXI Minibar B.V. to respond appropriately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint pertains to ongoing activities, this cannot lead to MAXI Minibar B.V. being obligated to perform other activities than agreed upon.

Notice of Default

  1. The customer must communicate notices of default to MAXI Minibar B.V. in writing.
  2. It is the customer’s responsibility to ensure that a notice of default actually (timely) reaches MAXI Minibar B.V.

Liability of MAXI Minibar B.V.

  1. MAXI Minibar B.V. is only liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or willful recklessness.
  2. If MAXI Minibar B.V. is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
  3. MAXI Minibar B.V. is never liable for indirect damage, such as consequential damage, loss of profit, missed savings, or damage to third parties.
  4. If MAXI Minibar B.V. is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance, and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website, or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Prescription Period

Any right of the customer to compensation from MAXI Minibar B.V. expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Civil Code.

Right to Dissolution

  1. The customer has the right to dissolve the agreement when MAXI Minibar B.V. culpably fails to fulfill its obligations, unless this shortcoming, given its nature or minor significance, does not justify dissolution.
  2. If the fulfillment of the obligations by MAXI Minibar B.V. is not permanently or temporarily impossible, dissolution can only take place after MAXI Minibar B.V. is in default.
  3. MAXI Minibar B.V. has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement or if MAXI Minibar B.V. becomes aware of circumstances that give it good grounds to fear that the customer will not properly fulfill its obligations.

Force Majeure

  1. In addition to the provisions of Article 6:75 of the Civil Code, it is stipulated that a failure by MAXI Minibar B.V. to fulfill any obligation towards the customer cannot be attributed to MAXI Minibar B.V. in a situation independent of the will of MAXI Minibar B.V., preventing the full or partial fulfillment of its obligations towards the customer, or where the fulfillment of its obligations cannot reasonably be expected from MAXI Minibar B.V.
  2. The force majeure situation mentioned in paragraph 1 also includes, but is not limited to: a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); non-performance and force majeure of suppliers, delivery services, or other third parties; unexpected power, electricity, internet, computer, and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions, and work stoppages.
  3. If a force majeure situation arises, causing MAXI Minibar B.V. to be unable to fulfill one or more obligations to the customer, those obligations will be suspended until MAXI Minibar B.V. can fulfill them again.
  4. From the moment a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in writing, in whole or in part.
  5. MAXI Minibar B.V. is not liable for any compensation in a force majeure situation, even if it enjoys any benefit as a result of the force majeure condition.

Amendment of the Agreement

  1. If, after concluding the agreement, it proves necessary to amend or supplement its content for its implementation, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
  2. The preceding paragraph does not apply to products purchased in a physical store.

Amendment of the General Terms and Conditions

  1. MAXI Minibar B.V. is authorized to change or supplement these general terms and conditions.
  2. Changes of minor importance can be implemented at any time.
  3. MAXI Minibar B.V. will discuss significant substantive changes with the customer as much as possible before implementing them.
  4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of Rights

  1. Rights of the customer arising from an agreement between the parties cannot be transferred to third parties without the prior written consent of MAXI Minibar B.V.
  2. This provision applies as a stipulation with property law effect as referred to in Article 3:83, second paragraph, of the Civil Code.

Consequences of Nullity or Annulment

  1. If one or more provisions of these general terms and conditions appear to be null or voidable, this does not affect the other provisions of these conditions.
  2. In such a case, a provision that is null or voidable will be replaced by a provision that comes as close as possible to what MAXI Minibar B.V. had in mind when drafting the conditions on that point.

Applicable Law and Competent Court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Dutch court in the district where MAXI Minibar B.V. is established / practices / holds its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Prepared on January 1, 2023.

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