1.1. These terms and conditions apply to all agreements entered into by Madison B.V., hereinafter referred to as Madison, with its counterparty, hereinafter referred to as the buyer, any consequent agreements, as well as any offers made or recommendations provided by Madison. 

1.2. These terms and conditions will prevail over any terms and conditions maintained by the buyer at all times, insofar as no other arrangement has been explicitly agreed upon in writing. 



2.1. All offers made by Madison are non-binding, barring those with a binding term stated in writing. 

2.2. In the event that a written confirmation has been sent by Madison regarding any agreement, the parties are henceforth bound by said confirmation and this confirmation will be taken to reflect the agreement’s content accurately. 

2.3. Any prices provided at the time of an agreement being established are based on the costs of (raw) materials, salaries, social premiums, transport costs, fuel prices, etc. at the time, and excluding any applicable taxes or other surcharges. Any increases or decreases in any one of these cost factors may be offset by Madison, after three months at any rate. 

2.4. Images, catalogues, technical specifications and other data all provide a general impression of the items carried by Madison and can never serve as a guarantee. 

2.5. Unless otherwise agreed upon, Madison retains all copyright, design rights, or other industrial property rights on the offers made by them and designs, images, drawings, programming, etc. provided by them, regardless of whether Madison charged the buyer for the creation thereof. Said offers, designs, images, drawings, programming, etc. may not be copied, utilised, processed, or shown to third parties without Madison’s express permission. 



3.1. Unless otherwise agreed upon, delivery is ex works. If Madison and the buyer have agreed upon otherwise, all goods are shipped at the buyer’s risk, barring in the case of article 7:11 of the Dutch Civil Code, and delivery will be considered completed upon offering of the goods at the agreed upon location. Madison is free to choose the means of transportation, and the buyer is obliged at all times to cooperate with the execution of delivery. 

3.2. The document provided upon delivery will be taken to correctly represent the quantity and quality of the goods, unless the buyer makes any objections they may have known to Madison in writing forthwith. The buyer is obliged to check the quantity and quality of the goods upon receiving them, even in the event of ex works delivery, regardless of whether the goods are delivered to an agent of the buyer or any other intermediary engaged by or on behalf of the buyer. 

3.3. In the event of delivery on demand, the buyer is obliged to demand the goods within the set term, or if no term was previously agreed upon, within three months of the agreement being established at the very latest or within the term decreed by Madison’s written summons. In the event that no such demand is issued or the demand is not made within one of the above-mentioned terms, Madison reserves the right to charge the buyer for the goods that were demanded and store these at the buyer’s risk and expense, or to terminate the agreement via single notification and without requiring legal intervention to do so. In the event that an invoice is sent out, the buyer’s payment obligation takes effect forthwith, and in the event of termination, the buyer is obliged to pay all damages suffered by Madison. 

3.4. Any specified delivery terms are always approximations and not strict deadlines. In the event that the parties did not agree upon a delivery term, the buyer must grant Madison a term of one month minimum in writing to give Madison the opportunity to satisfy their obligations after all, before being entitled to claim exceedance of the delivery term. Madison will always attempt to adhere to specified delivery terms, but exceedance of such terms never leads to liability on Madison’s part, barring any malicious intent or deliberate recklessness, nor is the buyer ever entitled to cancel the order or refuse to accept the goods upon delivery. 

3.5. The buyer is not entitled to return any delivered goods to Madison, barring prior written permission to do so. 



4.1. Circumstances of such a nature that would cause a claim for compliance or further compliance with the agreement against one of the parties to be unreasonable or factually impossible constitute a case of force majeure for said party. 

4.2. In the event of force majeure, Madison is not obliged to continue the agreement, or to pay any kind of compensation for damages. In the event of continued force majeure, Madison is entitled to declare the agreement to be terminated, although in such an instance, the buyer will be obliged to return to Madison the goods and/or services delivered before the circumstances constituting force majeure arose. Unless the parties expressly agree otherwise, continued force majeure refers to an instance of force majeure that lasts longer than three months. In the event of a temporary instance of force majeure, the obligations of both parties vis-à-vis one another will enter into effect once again once the circumstances causing force majeure have ended. 


5.1. All goods delivered by Madison will continue to be Madison’s property until Madison’s claims regarding said delivered goods, included interest owed and collection fees, are satisfied in full by the buyer. 

5.2. The buyer is not entitled to transfer ownership of any goods that are covered by retention of title to third parties, or grant said goods as lien or any other types of security by way of any type of agreement or act. 


6.1. Payment for goods provided by Madison must be made in cash upon delivery, barring a different term communicated by Madison via its invoice. In any event, the buyer is required to pay the invoice 45 days before the invoice data at the latest, without any discount, to the bank or giro account specified by Madison, or in cash at Madison’s offices. In the event of payment within 14 days of the invoice date, the buyer is entitled to a 2% discount. 

6.2. In the event that payment is not made in cash or in the event that no payment has been made by the expiry date as intended in paragraph 6 section 1, the buyer is legally in default, without a summons or notice of default needing to be issued. In such an event, Madison’s entire claim, including pertaining to any invoices not yet expired, becomes immediately due and payable in full. Moreover, the buyer will be entitled to pay Madison the legal trade interest prescribed by article 6:119a of the Dutch Civil Code, an interest payment of 1% per month or a portion thereof. The buyer will also owe Madison all fees, both judicial and extrajudicial, that Madison is forced to incur to effect payment of their claim. The extrajudicial collection fees for outsourcing collection of all claims are calculated in accordance with the Dutch Association for the Judiciary’s report regarding extrajudicial fees. The mere fact that Madison is forced to engage a third party to help effect collection of payment proves the extent and liability of the buyer to compensate Madison for the extrajudicial fees. In the event that the buyer’s bankruptcy is filed for as part of the collection measures, the buyer also owes the usual fees for filing for bankruptcy that apply within the relevant district courts. 

6.3. In the event that the buyer is declared bankrupt or is granted suspension of payment, liquidates or sells their company, or has their goods or a portion thereof seized, Madison is entitled – regardless of any arrangement entered into or any payment terms not yet expired – to reclaim any goods already delivered, Madison’s claim will become immediately due and payable in full, and Madison will be entitled to terminate the agreement or the portion thereof that has not yet been satisfied via single notification and without requiring legal intervention to do so, without prejudice to Madison’s right to compensation for damages, including lost profits, interest, and costs incurred as a result. 

6.4. As long as the buyer has not fully satisfied their payment obligation, Madison is not obliged to make any further deliveries, nor is Madison obliged to do so in the event that Madison judges the buyer’s credit standing to have diminished. Madison is entitled at all times to demand guarantees for payment of its deliveries, and in the event that no such demanded guarantees are provided, Madison is entitled to terminate the agreement, including insofar as it has not yet been satisfied, without being in any way required to compensate for damages. 


7.1. Any announcements on Madison’s part regarding the quality or any other characteristics of the items carried by Madison thus hold Madison, once said announcements have been made in writing, to have the unmistakable intention of providing a guarantee. Such a term of guarantee is limited to three months after delivery in any case. Any liability for damages, both direct and indirect, caused by the composition or quality of the products delivered by Madison is expressly rejected, insofar as said damages are not caused by malicious intent or deliberate recklessness on Madison’s part. Madison must always be provided with the opportunity to deliver or perform adequately after all. 

7.2. Recommendations are always based on Madison’s best abilities and knowledge and never result in any liability for damages of any kind. 

7.3. In the event that the manufacturer of items carried by Madison equips said items with information regarding the quality and characteristics thereof that the items do not satisfy, as proved by the buyer, any liability on Madison’s party can never extend beyond the claims which Madison in its turn is entitled to make against the manufacturer of the relevant goods. 

7.4. The buyer hereby indemnifies Madison for any liability of Madison towards third parties regarding goods and/or services provided to the buyer by Madison, unless said liability arises as a result of malicious intent or deliberate recklessness on Madison’s part. 

7.5. Any products supplied by Madison have been manufactured to its best ability and knowledge and any characteristics that have been specified have been empirically tested but are not and cannot be guaranteed. Barring malicious intent and deliberate recklessness, no liability is accepted regarding these matters.

7.6. No liability of any kind is accepted regarding the application, injudicious use, or any use other than the intended purpose by the buyer of products supplied by Madison, including liability for any consequential damage. 

7.7. In the event that any equipment supplied by Madison does not function properly, the buyer must always provide Madison with the opportunity to either repair or replace it. Madison is never obliged to do more than replace the equipment or compensate for damages, which may never amount to more than the invoice amount. Any further liability is expressly rejected. 

7.8. In the event of demonstrable malicious intent or deliberate recklessness on Madison’s part, Madison’s liability can never exceed the invoice amount. 


8.1. The buyer may no longer invoke a claim that the delivered goods do not satisfy the agreement in the event that they do not inform Madison thereof in writing within eight days of discovering the discrepancy or them being reasonably able or expected to discover it. Any right to claim defects lapses in the event that the goods have been taken into use by or sold on by the buyer. 

8.2. In the event of any hidden defects or defects that could not have been detected by the buyer when maintaining standard levels of awareness, any right to claim defects lapses in the event that three months’ time have passed between the moment of delivery and the claim of a defect. 

8.3 Any claim of defect regarding goods delivered by Madison has no bearing on the buyer’s obligations arising from prior or yet to be satisfied deliveries and do not grant the buyer the right to suspend payment of Madison’s claim. 

8.4. Minor deviations in colour and/or size, as judged by Madison, do not entitle the buyer to claim a defect. 

8.5. In the event of a claim of defect, the buyer is obliged to provide Madison with the opportunity to investigate the claimed defect; any right to claim defects lapses in the event that Madison is not provided with said opportunity. In the event that Madison judges the claim to be justified, Madison is never obliged to do more than replace the goods free of charge or pay compensation up to a maximum of the invoiced amount. 


9.1. The following warranty conditions apply to all goods sold and delivered by Madison: 

a. Madison only provides warranty for new delivered goods for a period of three months, starting from the day of delivery; b. The warranty only ever extends to the free-of-charge replacement, repair, or fixing, or reimbursement of the price originally charged, whichever Madison chooses, for the defect goods or parts thereof, insofar as the relevant defect is the result of flawed materials or construction; c. No claim to any sort of warranty exists in the event that the goods supplied by Madison have been used by the buyer or a third party in a way that is not in accordance with the manual or Madison’s instructions or used in an improper or injudicious way; d. All claims to warranty lapse in the event that: 

- The buyer does not inform Madison of a defect immediately after detecting it and does not immediately or at the very least within eight days of claiming said defect provide Madison with an opportunity to ascertain and remedy the defect; 

- The buyer does not satisfy Madison’s request for the defect goods or part thereof to be shipped postage paid to Madison; 

- The buyer or third parties – without Madison’s prior knowledge and permission – have performed maintenance on the goods supplied by Madison, which are the basis for the appeal to warranty; 

- The defect is the result of injudicious use, insufficient maintenance, wear and tear, or damage; 

- The goods are not or have not been used in accordance with their intended purpose; 

- The defect is the result of the application of any government regulations regarding the nature or quality of the materials used, or goods and/or materials and approaches used in consultation with the buyer, insofar as these were used by order of the buyer, as well as any materials and goods supplied by or on behalf of the buyer. 


10.1. In the event that the buyer neglects to satisfy any of their obligations in any way, Madison is entitled to cancel all ongoing orders, including any that have already been partly executed. 

10.2. In the event that the buyer cancels the whole or a portion of a granted order, Madison is entitled to, apart from claiming performance, claim compensation for the products and/or services supplied up to that point, as well as compensation for all costs, damages, interest and lost profits. 


11.1. Dutch law exclusively applies to all offers made by Madison, agreements entered into by Madison and third parties, and any consequential agreements. Applicability of the United Nations Convention on Contracts for the International Salle of Goods of 1980 (the Vienna Convention) is expressly rejected. 

11.2. All disputes arising from offers, agreements and any consequential agreements shall be exclusively settled by the competent Dutch court within whose jurisdiction Madison’s registered office is located. 



Deposited at the Almelo Court Registrar on 15 April 2008 under the number 24-2008.