GENERAL CONDITIONS OF SALE OF M-LOCKS B.V.
Article 1 General
1.1 For the purpose of these general terms and conditions “the buyer” is defined as any (legal)
person that enters into negotiation and/or concludes contracts with M-LOCKS B.V. in relation to
products and services to be supplied by M-LOCKS.
1.2 These general conditions are applicable to all of our offers and quotations and orders and
contracts that have been or are to be implemented. M-LOCKS expressly rejects the applicability
of the buyers’ own general conditions or other general conditions.
1.3 Deviations from these general terms and conditions shall only be binding to M-LOCKS if
M-LOCKS and the buyer have expressly agreed upon those deviations in writing.
Article 2 Contract
2.1 All offers and/or quotations are subject to contract. A contract shall be deemed to have been
formulated once an offer and/or quotation made by the buyer is accepted by M-LOCKS in
writing. An order placed by a buyer with M-LOCKS shall not be binding to M-LOCKS until MLOCKS
has confirmed that order to the buyer in writing.
2.2 In the event of the buyer requiring changes to a contract’s implementation after it has been
formulated, M-LOCKS shall be free to decide at its own discretion whether and, if so, under
which (further) conditions those changes can still be accepted within the framework of the
2.3 Amendments to the contract of any nature whatsoever shall not come into force until they have
been agreed in writing between M-LOCKS and the buyer.
2.4 M-LOCKS shall be authorised to charge to the buyer the additional costs that those
amendments entail in the event of amendments of any nature whatsoever being made to the
2.5 M-LOCKS reserves the right in all cases to alter the structure and the composition of the
products it supplies if and insofar as that does not essentially detract from the agreed quality of
the ordered products.
Article 3 Prices
3.1 The quoted and agreed prices are given in euros other than and in cases in which M-LOCKS
has made an exception in American dollars, and do not include VAT. Other statutory payable
taxes, levies and duties are not included in the price.
3.2 If the services and or products to be supplied by M-LOCKS have a price lower than EUR 100
(or the equivalent in American dollars), not including VAT, M-LOCKS shall charge an order
surcharge in the amount of EUR 15.
Article 4 Payment
4.1 Unless a different payment term has been agreed in writing, the buyer shall pay the entire
invoiced amount by depositing it in or transferring it to a bank or giro account designated for that
purpose by M-LOCKS within thirty (30) days of the invoice date. Bank costs, if any, are for the
account of the buyer.
4.2 In the event of the buyer failing to remit any payable amount within the set payment term, the
buyer shall be held legally in default without any notice of default being required.
From the due date of the invoice onwards the buyer shall be liable for the payment of statutory
interest plus 3%, to be calculated from the (part of the) month over the outstanding amount.
4.3 Any costs, either judicial or extrajudicial, that are incurred by M-LOCKS in order to enforce
compliance with the buyer’s (payment) obligations shall be charged in full to the buyer. The
extrajudicial costs are set at 15% of the invoice amount, with a minimum of EUR 250, without
any evidence of that being required. The aforementioned costs shall be payable from the time at
which the claim is passed on to a lawyer, bailiff or debt collection agency, irrespective of
whether the buyer has been informed of this.
4.4 The buyer is not authorised to deduct any amount from the invoiced amount or to set off any
payable amount against any counterclaim that he has or alleges he has against M-LOCKS, or to
suspend his payment obligation.
Article 5 Delivery Time
5.1 Unless express agreement is made to the contrary in writing, products shall be delivered exwarehouse
5.2 M-LOCKS shall make every effort to meet the agreed delivery times. Exceeding the delivery
time shall not entitle the buyer to claim any compensation for any damages other than in the
case of intentional act or omission or gross negligence on the part of M-LOCKS.
5.3 Should it become clear that it will not be possible to deliver by the agreed time of delivery, MLOCKS
shall inform the buyer of that without delay and shall also indicate the anticipated
amount of time by which the delivery time will be exceeded.
Article 6 Transport
6.1 All payable transport and insurance costs shall be for the buyer’s account, unless express
agreement is made to the contrary between the parties.
6.2 The transportation of all products, including those transported in the name of M-LOCKS, shall
take place at the buyer’s expense and risk.
Article 7 Retention of title
7.1 All products delivered shall remaining the exclusive property of M-LOCKS until the moment at
which all claims of M-LOCKS on the buyer, both those arising from the contract and claims by
virtue of failure to comply with the provisions of such contracts, have been met in full by the
7.2 Notwithstanding the provisions of article 4 regarding payment, M-LOCKS shall be entitled to
repossess the products in the event of the buyer failing to remit payment of any payable amount
in respect of those products that have been delivered under retention of title. The buyer hereby
gives permission to M-LOCKS or third-parties appointed for that purpose by M-LOCKS to gain
entrance to his business premises, warehouses, manufacturing halls, etc. for that purpose. The
costs related to repossession of the goods shall be charged by M-LOCKS to the buyer.
7.3 If the law of the country for which the purchased products are destined provides for furtherreaching
legal remedies for the retention of title than those stipulated above, those furtherreaching
remedies shall be deemed to have been stipulated in the favour of M-LOCKS, subject
to the proviso that if it is not possible to objectively ascertain which further-reaching regulations
this provision relates to, the conditions stipulated above regarding retention of title shall remain
Article 8 Guarantee
8.1 With due observance of the provisions set forth below, M-LOCKS guarantees for a period of two
(2) years after the production date as marked on the delivered products the soundness and
quality of the products it has delivered, subject to the proviso that the guarantee shall never
extend beyond the guarantee given by the manufacturer or the suppliers of M-LOCKS. MLOCKS
reserves the right to set a different guarantee period in writing.
8.2 With due observance or the provisions set forth below, M-LOCKS guarantees the soundness
and the quality of the services it has rendered for a period of two (2) years following their
8.3 Minor deviations in quality, measurements and colour which are permissible according to
normal practice in the trade, and normal wear and tear or products and parts thereof, cannot
form the subject of a claim by virtue of this article.
8.4 The buyer shall only be authorised to lodge a claim against M-LOCKS pursuant to this article if
the buyer is able to submit a purchase receipt or an invoice specifying the delivered products or
the rendered services to M-LOCKS and provided that he has acted in accordance with the
provisions of article 9 of these conditions.
8.5 The guarantees shall be null and void if the fault or the damage thus caused can be attributed to
failure to observe the applicable directions for use, is the result of an installation other than
described in the assembly manual supplied with the goods, which was not carried out by or on
behalf of M-LOCKS, is the result of mislaying the code or is the result of an outside cause or of
Article 9 Claims
9.1 Upon taking the receipt of the products and/or upon completion of the rendered services the
buyer should verify whether the products and/or rendered services are in keeping with the order
or the contract.
9.2 Claims concerning delivered products and/or rendered services must be lodged by the buyer to
M-LOCKS in writing within one week of delivery or completion. Concealed faults or damage
must be brought to the attention of M-LOCKS within a week of the buyer discovering the fault or
could reasonably be expected to have discovered it. Claims concerning invoices must be
lodged with M-LOCKS in writing within one week of the invoice date at the latest. In the event of
claims not being lodged within the stipulated time periods, M-LOCKS will not accept liability.
9.3 The buyer shall give M-LOCKS the opportunity to verify the products on which the claims are
based in their original condition, on penalty of forfeiture of rights.
Article 10 Settlement of claims and other conditions
10.1 In the event of a claim being received as provided for in article 9, M-LOCKS shall at its own
discretion ask the buyer to return the products (or have them returned) to M-LOCKS or shall
engage an expert to inspect the products at the buyer’s location.
10.2 If M-LOCKS has had products returned and, exclusively in the judgement of M-LOCKS, the
products are not sound and/or do not meet the set quality requirements, M-LOCKS shall either
repair the products or replace them. The costs involved in the above shall be borne in full by MLOCKS
if and insofar as M-LOCKS has culpably failed to meet its obligations, unless the
provisions of article 8.5 are applicable.
10.3 If M-LOCKS has engaged an expert to inspect the products or services at the buyer’s premises,
the costs involved in that inspection (being the wage costs and travelling expenses) shall be
paid in full by M-LOCKS if and insofar as in the exclusive judgement of M-LOCKS the products
or services are not sound and/or do not meet the set quality requirements, unless the provisions
of article 8.5 are applicable.
Article 11 Liability
11.1 Other than in cases of intentional act or omission or gross negligence on the part of M-LOCKS
or its legal representatives, the liability of M-LOCKS shall be limited to a maximum of the invoice
value of the delivered products and/or the rendered services to which the claims judged to be
well-founded related or relate.
11.2 M-LOCKS cannot under any circumstances, including in cases of intentional act or omission or
gross negligence, be held liable for any consequential losses of any nature.
Article 12 Dissolution
12.1 In the event of a buyer or M-LOCKS being declared bankrupt or facing imminent bankruptcy,
being granted suspension of payment, being granted a debt rescheduling arrangement or
otherwise losing the disposition of his assets or parts thereof, the other party shall be entitled to
dissolve the contract without legal intervention being required and without any notice of default
12.2 Notwithstanding the provisions of the previous paragraph, M-LOCKS further reserves the right
to claim compensation from the buyer for any losses it has suffered, costs, interest and similar
Article 13 Force majeure
13.1 M-LOCKS shall not be required to comply with any obligation if prevented from doing so as a
result of a circumstance that is beyond its control and cannot be for its account by virtue of the
law or generally accepted views.
13.2 In the event of the period of force majeure lasting for longer than two months or being certain to
continue for that period of time, either party shall be entitled to dissolve the current contract or
contracts without being obliged to pay any compensation for damages to the other party. In the
event of a force majeure situation arising, the party affected shall inform the other party as such
in writing, accompanied by the submission of documentary evidence.
Article 14 Intellectual property rights
14.1 Unless expressly otherwise agreed in writing, all intellectual property rights, including
copyrights, model rights, patent rights, databank rights, trade name rights and trademark rights
that are related to the products designed and/or manufactured and/or adapted products by MLOCKS
and its employees for the implementation of a contract or contracts and other products
that are available shall be held by M-LOCKS, its licensers or its suppliers, irrespective of
whether the buyer has paid for them.
14.2 If, contrary to the provisions of article 14.1, M-LOCKS is willing to agree to transfer a right of
intellectual property or industrial property, that undertaking can only be given in writing and
14.3 The buyer shall exclusively acquire the user rights and powers expressly assigned by these
general terms and conditions and/or the law and/or which arise from the order or orders placed
14.4 The buyer is not permitted to remove or to alter any indication of copyright, trademark right,
trade name right or any other right of intellectual property from the products that have been
made available to him, including indications concerning the confidential nature and
confidentiality of the products that have been made available.
Article 15 Conversion
15.1 In the event of a provision of these general terms and conditions proving not to be legally valid,
the remaining provisions shall remain fully applicable. Any invalid stipulations shall in that case
be replaced by stipulations which, in view of the intention of the parties, shall approach as
closely as possible the tenor of the invalid stipulation.
Article 16 Choice of forum and competent court
16.1 All offers, quotations, orders implemented or to be implemented and contracts between MLOCKS
and the buyer and negotiations in their regard shall be governed exclusively by Dutch
16.2 All disputes arising thereof shall be referred exclusively to the court with competent jurisdiction
in the district of the place of establishment of M-LOCKS or, to be decided at the discretion of MLOCKS,
in accordance with the Arbitration Regulations of the Netherlands Arbitration Institute
or by the court with competent jurisdiction in the buyer’s place of establishment.
16.3 The provisions set forth above shall not affect the ability of the parties to decide under mutual
consultation to have disputes adjudicated by means of mediation, a binding opinion or by
Article 17 Translations
The general terms and conditions are available in the Dutch, German and English languages; the
Dutch text shall be binding in the event of any differences in content or tenor