1.

Applicability and acceptance of these conditions

1.1 The current General Sales Conditions (hereinafter referred to as the "Conditions") govern all agreements between MAXXON Online Marketing (hereinafter referred to as "MAXXON”) and its customers, for as far as this is not deviated from in the Special Conditions that may be negotiated where necessary on an individual and written basis between MAXXON and the customer.

1.2 When an individual Agreement is signed between MAXXON and the customer on the supply of services and/or products, all specifications of the current Conditions that are not specifically deviated from in the Agreement or if applicable in the Special Conditions, shall remain in force.
The fact that the customer may not have received these conditions in his mother tongue, shall not release him of their applicability.
If one of the conditions should be declared invalid, this shall have no effect on the applicability of the other conditions.

1.3 All customers are considered to be aware of these conditions and to accept them when they place an order or sign an Agreement with MAXXON, even if they do not agree with his/her own conditions.
The customer, by placing an order or by entering into an Agreement with MAXXON,   distances himself from his own purchasing conditions to which MAXXON shall under no circumstance be held liable, unless MAXXON has specifically confirmed this in writing. Maxxon’s agreement shall also by no means be deducted from the absence of any protest against the specifications that the customer may pass on to MAXXON.

2.

Quotations, orders and prices

2.1 All MAXXON’s quotations are free of any obligation and shall only apply for information purposes, MAXXON shall under no circumstances be bound by these. Maxxon’s price lists shall also not be binding under any circumstances and may also be changed at any moment, without prior notification to its customers. The validity date mentioned on the quotation shall not be related to the date of execution of the intended services. In case of delayed approval of the tender, MAXXON shall be entitled to opt to either supply the services and/or products in accordance with the quotation, or to refuse it. In the latter case, a new quotation will be drawn up that shall have to be accepted by the customer on time.

2.2 Any order or assignment by the customer shall be binding on the latter, yet MAXXON shall only become bound after written confirmation thereof or by signing a written agreement. MAXXON is entitled to refuse orders or agreements for the supply of services and/or products without the need for any form of explanation.
Maxxon’s agents, representatives, employees and operators shall under no circumstances be authorized to confirm an order or assignment. Orders or assignments taken by a MAXXON agent or employee shall only become valid after written confirmation by either the MAXXON Managing Director(s) or by a person specifically authorized to do so by the Managing Director(s).

2.3 The customer shall under no circumstances have the right to cancel either an order confirmed by MAXXON according to point 2.2, or an agreement entered into with MAXXON for the supply of services and/or goods, unless this takes place with MAXXON’s written and explicit approval.
In case of a unilateral breach of the agreement by the customer, the customer shall owe MAXXON a fixed compensation of 20% of the agreed price, not withstanding MAXXON’s right to claim higher compensation if the actual loss should be proven.
If MAXXON has already ordered certain services and/or products at the moment of the unilateral breach of the agreement, this fixed compensation shall be increased by the price of the services and/or products already ordered by MAXXON from external parties.

2.4 MAXXON shall not be held liable for not implementing an order, assignment or supply of a product and/or service as a result of force majeure, amongst others by (but not limited to) the lack of deliveries by MAXXON suppliers, the loss of goods as a result of accidents, industrial actions, fire, flooding, etc.
MAXXON is not obliged to prove the unforeseen character of the circumstances leading to force majeure.
MAXXON shall also not be held liable if an order to supply products and/or services can not be carried out due to the absence of the MAXXON agents or employees, not even in case of force majeure.

2.5 The prices of services and/or products shall always apply excluding travel expenses, taxes and possible other expenses, except if these are specifically indicated as being inclusive.

3.

Supply and delivery periods

3.1 The delivery periods are only supplied for information purposes and are therefore non-binding, unless specifically agreed to between parties.
Delays in the execution can never lead to a fine, compensation or cancellation of the agreement.

3.2 MAXXON is entitled to do partial deliveries and where necessary to invoice these partial deliveries individually. This shall not entitle the customer to refuse or suspend payment on the already rendered services and/or products.

3.4 Any anticipated problems that may be linked to the supply, must immediately be passed on by the customer with the order and in any case two working days before the supply.
MAXXON shall in no case be held liable for complications or expenses caused by circumstances such as (but not limited to) the absence of personnel with the acceptance of the services and/or products.
To the extent that the difficulties that must be considered with the supply were not reported with the order or at least two working days before the execution of the supply or order and depending on the extent to which these difficulties are abnormal, MAXXON shall be entitled to charge for the additional expenses.
In the event of the impossibility to supply due to the absence of personnel on working days (Monday through Friday) between 9h00 in the morning and 17h00 in the evening, the customer shall in any case have to pay the additional travel expenses that MAXXON shall be entitled to charge.

3.5 The customer shall receive the services and/or products ordered on the dates as determined by MAXXON after being reminder by MAXXON.

4.

Inspection upon supply and complaints

4.1 The customer shall inspect the services rendered and/or products supplied immediately upon the (online) supply to establish the presence of visible defects. With visible defects, the customer shall inform MAXXON accordingly at the latest 3 working days after supply.

4.2 Possible complaints following supply due to other defects or non-compliance with the order must, in order to be acceptable, be reported to MAXXON by registered mail at the latest 5 working days after the supply and also be reported to MAXXON electronically within the same period of 5 working days.

4.3 No complaint due to hidden defects shall be accepted by MAXXON if it was not reported by registered mail within a period of 8 working days from the discovery of the defects.

4.4 No complaint based on the information on the invoice shall be accepted by MAXXON if it was not reported by registered mail within a period of 8 working days from the date of the invoice. After the expiry of this period, the invoice shall be considered irrevocably accepted by the customer.

4.5 Investigating a complaint shall not imply MAXXON’s acknowledgement of the possible permissibility of the complaint. A complaint shall never be acceptable cause for the customer to suspend his payment obligations.
Maxxon’s liability shall under no circumstances include labour charges or transport charges, or any compensation for loss of use, loss of profit or any other indirect loss that shall remain exclusively that of the customer. The possible compensation shall under no circumstances exceed the price of the services and/or products.

4.6 After the supply of the services and/or products, all risks pertaining to loss, damage, defects and other incidents shall be accountable to the buyer.

5.

Payment conditions

5.1 Payment of the invoices shall be made within 30 days from date of invoice, as indicated by MAXXON in the currency in which it was stated. Payment by means of bills of exchange and other securities shall not lead to delayed payment.

5.2 The invoice amounts must be paid net. All expenses, including bank charges are accountable to the customer. A discount can only be claimed on immediate payment if this was specifically agreed to in writing.
The MAXXON agents, representatives, employees and operators shall under no circumstances be authorized to collect MAXXON invoices or to issue a valid receipt.

5.3 Any invoice amount not paid on the due date shall legitimately and without default notice be increased by 15 % of the payable amount at a minimum of 125.00 EUR, in fixed compensation. Interest equal to 1% per month shall legitimately and without default notice be added to the amount thus increased and this from the due date of the invoice.

5.4 The customer shall also compensate MAXXON for all collection charges MAXXON may have had to incur, including the fees and expenses of attorneys and technical councillors.

5.5. The non-payment on the due date of even one invoice renders the payable balance of all the other invoices not yet expired legally claimable without any further notice and with immediate effect. The same applies with the entire or partial delay or non-payment of the increase and the interest as mentioned in article 6.3. of these Conditions.

5.6 In case of non-payment of an invoice upon the due date, MAXXON shall also be entitled to suspend all further supplies and services as well as the execution of any work still to be executed, without default notice.

5.7 The abovementioned specifications shall not limit MAXXON’s right to, in case of bad payments; claim the termination of the agreement with compensation. This compensation shall at least be equal to the expenses made by MAXXON plus any profits lost by MAXXON.

6.

Confidentiality

Both parties are committed to keep secret all confidential information that they should acquire of each other or from any other source in the ambit of the agreement. Information applies as confidential if the other party declared this to be so, or this is a result of the nature of the information.

7.

Liability

If, upon the customer’s request, the invoice is made out in the name of a third party, both the customer and the third party shall be held liable individually by MAXXON, who shall under no circumstances give his permission for the transfer of debt by the customer.

8.

Dissolution

Not withstanding the right to compensation and not withstanding the application of article 1184 C.C., MAXXON shall be entitled to suspend the agreement with the customer legally and without any written default notice being required if one of the following events should occur: Non-payment on the due date of an invoice, the rejection of a bill of exchange or a security offered by the customer in payment that remains uncovered, as well as in case of decease, incompetence, declaration of incompetence, liquidation, apparent failure or insolvency of the customer.

9.

Dispute clause

9.1 All disputes shall fall exclusively under the jurisdiction of the courts of the Judicial District of Antwerp.

9.2 Not understanding the Dutch language shall not absolve the customer from complying with these sales conditions.

9.3 All disputes pertaining to the contractual relationship between the customer and MAXXON shall be governed exclusively by Belgian law.