GENERAL DELIVERY CONDITIONS OF BASE PACKAGING
From: Base Packaging BV, located at Aartsdijkweg 35, 2676 LE in Maasdijk (Westland), filed on 27-01-2015 at the Chamber of Commerce in The Hague under number 62516868. Base Packaging is referred to in the general terms and conditions as 'we' or 'us'/'our'. The party that enters into an agreement with Base Packaging within the framework of the business operations is referred to as 'counterparty' or 'customer'.
1.1 The present terms and conditions apply to all our offers, agreements and the execution. Any deviations from this must me be expressly agreed with us in writing.
1.2 The term 'the other party' in these conditions means any (legal) person or his representatives, legal success and heirs, who has entered into an agreement with our company, respectively wishes to close.
2.1 All offers made remain valid for a period to be indicated by us. In the absence of such a period, our offers are without obligation.
2.2 All price lists, brochures and other information provided with an offer are specified as accurately as possible. These are only binding for us if this has been expressly confirmed.
2.3 Transmission of offers and (other) documentation does not oblige us to deliver or accept the order.
2.4 We reserve the right to refuse orders without stating reasons or to deliver cash on delivery.
3.1 Expect for the following, an agreement with us only then comes about after we have accepted an assignment expressly (in writing or otherwise), respectively have confirmed. The order confirmation is deemed to reflect the agreement correctly and completely unless the customer objects in writing within two days after receipt of this order confirmation.
3.2 Any additional agreements or changes made later, as well as (verbal) agreements and / or commitments made by our staff or on our behalf by our sales representatives, agents or other intermediaries, only bind us if these have been confirmed by us.
3.3 Every agreement is entered into on our part subject to the condition precedent that the other party is sufficiently creditworthy for the financial fulfillment of the agreement.
3.4 We are entitled upon or after entering into the agreement, before performing (further), to demand security from the other obligations will be met. If the requested security is not demonstrated, or in an inadequate manner, or the legal form of the counterparty has changed, we have the right to dissolve the agreement without judicial intervention in whole or in part and to take back the already delivered and not yet processed, without prejudice the rights to us then in payment of what is due on termination of the agreement due to work performed, deliveries made and costs incurred.
3.5 We are entitled, if we deem this necessary, to engage others for the correct execution of the agreement, the costs of which will be passed on to the other party in accordance with the quotations provided. If possible and / or if necessary, we will consult with the other party on this.
4. Permissible deviations from the order confirmation
4.1 With respect to the specifications stated in the order confirmation, the following deviations are permissible both upwards and downwards. For the purpose of assessing whether these deviations have been exceeded, the average of the total quantity delivered in a type, quality, color and design will be the criterion. For other properties than for which the permissible deviations have been mentioned below, the deviations permitted in earlier deliveries will be permissible and, in the absence thereof, the usual deviations.
For the ordered quantity a reasonable more or less percentage is permissable. In this it is considered reasonable to be the percentage that is customary in the industry. The term 'batch' is understood to mean the agreed quantity in a type, quality, color and design. If a minimum or maximum quantity has been agreed, the double percentage upwards or downwards is permissible. If a party is subdivided by the counterparty into different manufacturing batches, the above percentages apply to each of the manufacturing batches. If a lot is delivered by us in parts, the above percentages apply to the total lot. If it has been agreed that a batch is divided over a number of packages with a provision concerning the weight, number of length per package, such a provision is entirely without obligation and the above percentages apply tot the entire lot. In the case of permissible deviations from the agreed quantity, the quantity actually delivered will be charged to the other party.
Deviations from the agreed color are permissible, except as they could and should have been prevented in the applied production methods. The shelf life of colors is not guaranteed, regardless of the use of indications as light-fast and light-resistant in correspondence, quotation or order confirmation.
4.4 Thickness and gram weight
The permissible deviations of agreed thickness and gram weight are for:
a. aluminium foil (whether or not as a component of another product) 8%
b. plastic film 10%, with a minimum of 0.01mm
c. other materials 15%
4.5 Thickness and gram weight
For sheets, rolls, bags and tapes, a minimum tolerance of 5% is permissible. The above deviations are also permissible. The above deviations are also permissible for precision rollers, unless explicitly agreed otherwise.
5.1 Unless otherwise stated, all quotations are subject to price changes.
5.2 Unless otherwise stated, our prices are:
- based on the level of purchase prices, wages, labor costs applicable during the offer or order date, social and government charges, freight, insurance premiums and other costs
- based on deliveries from our company, warehouse or other stock place
- exclusive of VAT, import duties, other taxes, levies and duties
- excluding the costs of packaging, loading and unloading, transport and insurance
- stated in Dutch currency, any exchange rate changes will be charged.
5.3 In the event of an increase of one or more cost price factors, we are entitled to increase the order price of the contract, all this taking into account any existing statutory regulations. If a price increase takes place within three months after the conclusion of the agreement, the customer will have the right to do so, provided it has been notified in writing within three days after we have been informed in writing by the customer of the price increase, to take back the assignment and to compensate for it of the already performed, on the basis of the prices applicable to the increase. This provision does not apply to price increases that we are obliged or authorized to do on the basis of statutory provisions.
6. Delivery and delivery time
6.1 Unless otherwise agreed delivery will take place in our company / warehouse. At the moment the goods leave our company / warehouse, the risk of goods passes to the other party. Franco delivery only takes place if and insofar this is indicated by us, on the invoice or otherwise.
6.2 The other party is obliged to inspect the delivered goods or the packaging immediately (but no later than within 2 working days) upon delivery for possible shortages or visible damage, or to carry out this inspection after notification on or part that the goods are at the disposal of the other praty, such penalty of lapse of right to invoke non-confirmity.
6.3 Possible shortages or damage of the delivered and / or the packaging which are present at delivery, must be mentioned by the counterparty on the delivery note, the invoice and / or the transport documents, failing which complaints in this respect will no longer be handled. Our administration is decisive in this respect.
6.4 We are entitled to deliver in parts (partial deliveries), which we can invoice separately. The other party is then obliged to pay in accordance with the provisions below regarding 'payment'.
6.5 The specified delivery times are without obligation and are only approximate. Minor exceeding of the delivery time, which is not the result of our intentions or gross negligence, can never claim compensation, unless the other party has explicitly stipulated that there is a fatal deadline, or that this clearly appears from a written agreement. The counterparty can postpone our written notice of default after repeated exceeding of delivery times, stating a last (reasonable) term of delivery. After this the other party has the right to cancel the agreement in writing, unless we are in force majeure within the meaning of article 9.
6.6 If the goods have not been collected by the other party after the expiry of the delivery time, they will be stored at his disposal, at his expense and risk. Ater a period of four weeks we are entitled to (private) sales of these goods. Any lesser proceeds and the costs are at the expense of the other party, without prejudice to our other rights.
7. Transport / Risk
7.1 The manner of transport, shipping and packaging is, if no further instructions are provided to us by the other party, determined by as a good company, without us bearing any liability for this. Any specific wishes of the other party concerning the transport / dispatch will only be carried out if the other party has declared to bear the additional costs.
7.2 In principle, the transport of the goods always takes place at the expense and risk of the other party, even if the carrier demands that on waybills, transport addresses and suchlike the clause prevents that all transport damage is for the account and risk of the sender.
7.3 In the case of free delivery, the transport costs are not charged separately.
Sheets and rolls are delivered, including exclusively the weight of the product to be deliverd, including the container and the first packaging. The first package will not be charged separately. However, if the other party has special wishes regarding the packaging or if we consider it necessary to use special packaging, these will be charged separately.
9. Force majeure
9.1 Force majeure means:
Any circumstance beyond the control of the parties, or unforeseeable, circumstance as a result of which fulfillment of the agreement can no longer reasonably be required of us by the other party. 'Force majeure' includes at least: strike, excessive absenteeism of our staff, transport problems, fire, government measures, including in any case import and export bans, contingency and business failures at our company or our suppliers, as well as breach of contract by our suppliers, as a result of which we can not (or no longer) fulfill our obligantions toward the other party. If a force majeure situation arises, we are entitled to suspend the performance of the agreement or to terminate the agreement definitively. Consultations will be held wiht the other party.
9.2 We are entitled to demand payment of the services performed in the performance of the relevant agreement, before the force majeure situation has been proven.
9.3 We also have the right to invoke force majeure if the circumstance causing the force majeure occurs after our performance should have been delivered.
10.1 Unless the law provides otherwise, we are not obliged to pay any compensation for direct or indirect damage, of which nature, including trading loss, to movable or immovable property, or to persons, both with the other party and with third parties. In any case, we are not liable for damage that has arisen or caused by the use of the delivered goods or by their unsuitability for the purpose for which the other party has purchased them. All this, expect for evidence, intent or negligence on the part of the other party or our subordinates, insofar as the latter acted in accordance with our express instructions.
10.2 Except for the cover of our liability assurances, our liability is at all times limited to the invoice value of the delivered goods.
11.1 Without prejudice to the provisions elsewhere in these conditions, all complaints must be submitted to us in writing within 8 days of delivery, stating precisely the nature of basis of the complaints. For invoices 8 days after date.
11.2 For complaints relating to non-conformity, a deadline of 3 months after delivery applies, whereas these must be submitted within 8 days after discovery.
11.3 After the expiration of this period(s), the other party is deemed to have approved the delivered goods or the invoice respectively. Then complaints are no longer handles by us.
11.4 If the complaint is found to be well-founded by us, then we are only obliged to replace the defective goods without the other party being able to exercise any right to any compensation whatsoever.
11.5 Returning the delivered goods can only take place after our prior written permission, under the conditions stipulated by us.
11.6 In the event of complaints, the other party does not have the right to suspend payment of the uncontested part of a delivery.
11.7 The part of a delivery that relates to advertising is excluded from settlement.
12. Reservation of ownership
12.1 As long as any invoice - also if this (partly) relates to delivery of other goods, additional work and / or increased costs and / or damage - is not fully paid, these goods remain (or will become) our property until the time of full payment. The parties intend to agree on an extended retention of title in this respect.
12.2 As long as goods are still our property in accordance with Article 12.1, the other party shall not be entitled to alienate or encumber the goods, rent them out, pledge them or make them available to third parties under any name, or to attach them to a non-material (non) movable property belonging to us, expect when this is necessary for the normal performance of his business. In the event of violation of this provision by the other party, it will owe us an immediately due and payable penalty of 1.5 times the net invoice value without prejudice to our right to additional compensation. In case of an agreement of purchase and sale with a counterparty, this is either held until the time of full payment in accordance with article 12.1 the goods delivered against fire and fallow damage, theft, embezzlement, claims of third parties and excess risk and appropriate for own account to ensure that we are liable to the full damage to these goods arising from the aforementioned incidents.
12.3 We are entitles at all times to remove the goods delivered, on the basis of the provisions of this article, from the other party or its holders, if the other party is in default. The other party must cooperate for this purpose on penalty of a fine of € 2500,- per day or part of a day that he withholds his cooperation.
13. Drawings, clichés etc
13.1 The proofs delivered for printing are made by hand digitally or on paper. Only improvements of errors in the composition are at our expense, but only insofar as these are the result of incorrect execution of the original assignment. Any improvement of errors or change in drawing, text or color which is passed on to us after the cliché has been put into use, will be at the expense of the other party. The accuracy and stability of the shades are not guaranteed. Clichés that have been taken into use by or with the consent of the other party shall be deemed to have been approved.
13.2 All - whether or not at the request of the other party - by or on behalf of us made designs, drawings, clichés, slides etc. that are not separately charged to the counterpart, remain our property, even if the other party contributed to the costs. They must be returned immediately upon our request. If after a requested offer the order is not forthcoming, the costs of a specific design and any clichés already produced can be charged by us to the other party.
14. Intellectual property rights
14.1 The copyright or any other intellectual property right concerning designs, drawings, designs etc. made by us or on behalf of the other party remains our property unless the right has been explicitly and in writing transferred to the other party.
14.2 We accept no liability whatsoever with respect to any infringement of any intellectual property rights of third parties, related to the design of any drawing, shape or other product on which copyright or other intellectual property rights may rest. The other party indemnifies us against all consequences of a possible infringement in this respect of designs, drawings, reliefs, plastics, models and the like made by order.
15.1 Payment must be made net in cash upon delivery without any discount or setoff, or by payment or transfer to a bank or giro account designated by us, within 30 days of the invoice date. The value date indicated on our bank statements is decisive and is therefore regarded as payment day.
15.2 Every payment by the other party primarily serves to settle the interest owed by it as well as the collection costs and / or administrative costs incurred by us and is subsequently deducted from the oldest outstanding claim, even if the other party states otherwise with any transfer.
15.3 In cases where the other party:
a. is declared bankrupt, assigns an estate, submits a request for suspension of payment, or attachment of all or part of his property is made
b. dies or is placed under guardianship
c. does not fulfill any obligations imposed on him by virtue of the Law or these conditions
d. fails to pay an invoice amount or part thereof within the stipulated period
e. proceeds to cessation or transfer of his business or an important part thereof, including the contribution of his company to a company to be incorporated or already existing, or changes to the objective of his business.
We only have the right to either consider the contract to be dissolved without any judicial intervention being required or any amount due by the other party on the basis of the work we have performed, and / or deliveries immediately and without any warning and / or notice of default is required in its entirety and the delivered but the (not yet) paid as our property to recover, all without prejudice to our right to compensation of costs, damage en interest.
16. Interest and costs
16.1 If payment has not been made within the period stated in the previous article, the other party is legally in default and an interest of 1.5% per (part of a) month is due from the due date on the outstanding amount.
16.2 All judicial and extrajudicial costs to be incurred are at the expense of the other party. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest.
17. Applicable law
17.1 All transactions, to which these conditions apply, also in the case of transactions with foreign countries, and the resulting legal relationships for parties are exclusively governed by Dutch law.
17.2 The provisions of the Vienna Sales Convention do not apply.
18.1 All disputes between parties, including those which are only considered as such by one of the parties, will be settled by the competent court in the District Court of Rotterdam, without prejudice to our right to choose the legally competent judge.
GENERAL DELIVERY CONDITIONS OF BASE PACKAGING