General purchase conditions of Pack-It B.V.
1. Definitions
In these general purchase conditions capitalized words shall have the meaning ascribed to them below:
1.1 Client: Pack-It B.V. (with its statutory seat in Zwijndrecht, the Netherlands, and its principal place of business in Oud-Beijerland, the Netherlands) as the user of these general purchase conditions.
1.2 Supplier: the (legal) person (i) that concludes Contracts with the Client and/or (iii) that wishes to supply one or more goods to the Client.
1.3 Contract: the binding agreement(s) between the Client and the Supplier formed as described in Article 2.2 herein.
1.4 Supply: the process by which one or more goods are put into the possession or brought under the control of the Client.
1.5 Parties: the Client and the Supplier.
2. Scope, acceptance and delivery rules
2.1 These general purchase conditions apply to all inquiries, offers and orders relating to the Supply of goods by the Supplier to the Client. The Client is not bound by and hereby expressly rejects the Supplier’s general terms and conditions and any additional or different terms or provisions that may appear in any proposal, quotation, price list, invoice and the like used by the Supplier.
2.2 These general purchase conditions, together with the relevant purchase order issued by the Client, set forth the terms under which the Client offers to purchase goods from the Supplier. When the Supplier accepts the Client’s offer, either by acknowledgement and/or delivery of any goods, a binding Contract shall be formed. The Client does not agree to any proposed amendment, alteration or addition by the Supplier. The Contract can only be varied in writing signed by the Client.
2.3 If one or more provisions of these general purchase conditions prove to be non-binding, the remaining provisions of the general purchase conditions shall remain in force. The non-binding provisions shall then be replaced with provisions that are binding and differ as little as possible from the non-binding provisions.
3. Supply: time, place, packing and packing units
3.1 Time is of essence and all dates referred to in the Contract shall be firm. The Supplier shall comply strictly with the agreed date of Supply or delivery, failing which the Supplier shall be in default without further notice of default.
3.2 The Supplier shall promptly inform the Client of any anticipated difficulty in complying with any delivery date or any other obligation(s) under the Contract.
3.3 Unless expressly agreed otherwise in writing, all goods shall be delivered DDP final destination determined by the Client in case of road (truck) transport. Seafreight transport shall be delivered FOB (named POL) as confirmed in the purchase order.
3.4 The Supplier shall, concurrently with the delivery of the goods, provide the Client with copies of all applicable licenses. Each delivery of goods shall include a packing list which contains at least (i) the applicable order number, (ii) the quantity shipped and (iii) the date of shipment.
3.5 The Supplier shall make no partial delivery or delivery before the agreed delivery date(s). The Client reserves the right to refuse delivery of goods and return same at the Supplier’s risk and expense if the Supplier defaults in the manner and time of delivery or in the rate of shipment. The Client shall not be liable for any costs incurred by the Supplier related to production, installation, assembly, transportation or any other work related to the goods, prior to delivery in accordance with the Contract.
3.6 The Supplier shall pack, mark and ship the goods in accordance with sound commercial practices and the Client’s specifications in such manner as to prevent damage during transport and to facilitate efficient unloading, handling and storage, and all goods shall be clearly marked as destined for the Client. The Supplier shall be responsible for any loss or damage due to its failure to properly preserve, package, handle (before delivery) or pack the goods; the Client shall not be required to assert any claims for such loss or damage against the common carrier involved.
3.7 Packing costs may only be charged to us if this has been expressly agreed with us. If we return the packing in a usable condition, the supplier should credit us at least for the value he has earlier charged to us.
3.8 The supply of deviant packing units is not permissible for standard goods for which an explicit unit is specified. In case of client-specific goods, marked with ”units” as the unit, a box or pack with deviant units may be delivered for each product, provided the label or the printed indication on the box specifies with the remainder quantity.
3.9 In connection with changes in packing units, we will apply a period of at least one month, after we have notified our consent to the supplier. Modifications made should only be submitted to our Purchase Department in writing.
3.10 The Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under the Contract without the prior written consent of the Client. Any such pre‐approved subcontracting, transfer, pledge or assignment shall not release the Supplier from its obligations under the Contract.
4. Changes to goods
5. Inspection, testing and rejection
5.1 The Client shall, at any time, be entitled to inspect goods or arrange their inspection both during production, processing and storage and following supply. The Supplier shall cooperate fully with this. Inspection, testing of or payment for the goods by the Client shall not constitute acceptance.
5.2 Inspection or acceptance of or payment for the goods by the Client shall not release the Supplier from any of its obligations, representations or warranties under the Contract.
5.3 If the Client does not accept any of the goods, the Client shall promptly notify the Supplier of such rejection, and Article 7 below shall apply. Within 2 weeks from such notification, the Supplier shall collect the goods from the Client at its own expense in accordance with the Client’s instructions. If the Supplier does not collect the goods within said 2 week period, the Client may have the goods delivered to the Supplier at the Supplier’s cost, or with the Supplier’s prior consent destroy the goods, without prejudice to any other right or remedy the Client may have under the Contract or at law. Goods not accepted but already paid by the Client shall be reimbursed by the Supplier to the Client and the Client shall have no payment obligation for any good not accepted by the Client.
5.4 If, as a result of sampling inspection, any portion of a lot or shipment of like or similar items is found not to conform to the Contract, the Client may reject and return the entire shipment or lot without further inspection or, at its option, complete inspection of all items in the shipment or lot, reject and return any or all nonconforming units (or accept them at a reduced price) and charge the Supplier the cost of such inspection.
6. Prices, invoicing and payment
6.1 The title and risk of goods transported by truck are passed from the Supplier to the Client when the goods are actually delivered and accepted by the Client in writing in accordance with the Contract, notwithstanding the Client’s right of rejection. Retention of title by the Supplier is expressly excluded.
6.2 The prices stated in the Contract shall be exclusive of any VAT or any other similar tax and shall be fixed and binding. The Supplier is responsible for paying any applicable VAT or any other similar tax to the appropriate (tax) authorities.
6.3 The Client’s purchase order numbers, item numbers must be shown on all invoices.
6.4 Payment of the invoice, including VAT, shall be made based on the agreed payment terms.
6.5 The Client shall be entitled to suspend payment or request a refund if it finds a defect in the goods or if the Supplier fails to fulfill any of its other obligations under the Contract.
6.6 The Client shall at all times have the right to set-off any amounts that it owes to the Supplier with any amounts that the Supplier owes to the Client.
6.7 Payment by the Client shall not in any way constitute a waiver of rights.
7. Warranty and non-conformity
7.1 The Supplier represents and warrants to the Client inter alia that:
(i) the goods are suitable for the purpose for which the order has been placed and the Contract has been concluded;
(ii) the goods are new, of high quality, free from defects and unencumbered by third party rights;
(iii) all goods strictly comply with the specifications, approved samples and all other requirements under the Contract;
(iv) the Pack-It manufacturing specification sheet will take precedence above all other information regarding physical and technical values.
(v) the goods will be accompanied by all information and instructions that are necessary for proper and safe use; and
(vi) the goods comply in all respects with all regulations arising from the applicable European and Dutch legislation and regulations relating to – including but not limited to – health, safety, welfare, working conditions and the environment.
7.2 The Supplier will provide a warranty in respect of the goods of 12 months from the date of delivery of the goods in accordance with Article 6.1, or such other period as agreed in the Contract. The expiry of the aforementioned period does not affect the rights that the Client may derive from the law and/or the Contract.
7.3 If the goods are defective, prove not to comply with (any of) the other warranties provided in Article 7.2 or do otherwise not conform to the requirements of the Contract during the 12-month period after delivery, the Supplier will be obliged, upon the Client’s first written demand, to repair or replace the goods, at the Client’s option, as soon as possible, but no later than within 10 working days, at its own expense, notwithstanding the Client’s other rights such as the right to claim a full refund of the price paid to the Supplier, to terminate the Contract and/or claim additional compensation.
7.4 In urgent cases and if it must be reasonably accepted that the Supplier cannot or will not, cannot or will not punctually, or cannot or will not properly carry out the repair or replacement itself, the Client will be entitled, at the expense and risk of the Supplier, to carry out the replacement or repair itself, or to have this done by third parties, without this releasing the Supplier from its obligations.
7.5 Risk in relation to the nonconforming goods shall pass to the Supplier upon the date of notification thereof.
8. Intellectual and industrial property and confidentiality
8.1 Unless expressly agreed otherwise, all intellectual and industrial property rights, of any nature, in respect of items that are made available by the Client to the Supplier for the performance of the Contract vest exclusively in the Client.
8.2 All intellectual and industrial property rights, of any nature that arise from or as a result of the performance of the Contract by the Supplier vest in or belong to the Client.
8.3 Insofar as applicable, the rights referred to in Article 8.2 will be assigned on the basis of these general purchase conditions by the Supplier to the Client, which assignment will in that event be accepted by the Client immediately after the creation of those rights. Insofar as a further document is required for the assignment of such rights, the Supplier will cooperate in the assignment of such rights, the Client’s first request, without being able to lay down further conditions in this regard.
8.4 The Supplier shall keep the existence, the nature and the content of the Contract and any other information provided to it by the Client confidential and shall not disclose anything about them without the written consent of the Client, and shall use the information provided to it by the Client only for purposes of the Contract and an absolute prohibition will apply to the following in connection with such information: copying, provision of the same to third parties, or using the same in any other manner whatsoever. This will apply with particular emphasis in connection with further developments that are made through further advances and on the basis of our information.
8.5 In the event of a breach of the provisions laid down in the previous paragraphs, the Supplier shall forfeit an immediately payable penalty to the Client of € 25.000,- for each breach, without prejudice to the right to claim compensation for the damage actually incurred, as well as compliance.
9. Models, drawings and designs
10. Liability and tolerances
10.1 Any failure of the Supplier to meet its obligations entitles the Client to oblige the Supplier to undo partially or fully the failure and/or its consequences at the risk and expense of the Supplier, and/or to terminate to Contract with immediate effect by written notification, in whole or in part.
10.2 The Supplier shall be liable for any and all damages suffered by the Client and/or any subsequent purchasers or users that may arise in connection with the failure to fulfill the obligations arising from the Contract, except in case the deviations from the agreed specifications fall within the tolerances set out in this Articles (10.4 up to and including 10.9) which deviations, whether upwards or downwards, from the agreed specifications, will be permissible. The Supplier shall be liable for both direct and indirect losses.
10.3 Deliveries will only be accepted in full packing units in case of delivery specifications other than as mentioned below. Remainder boxes will not be accepted unless agreed otherwise in writing.
10.4 As regards the delivered quantity, the Supplier will be deemed to have adequately satisfied the contractual requirements, if quantity deviations do not exceed the following:
For Paper articles
-10% above or below the specified quantity in case of orders from 0 to 1000 kg;
-5% above or below the specified quantity in case of orders exceeding 1000 kg.
In case of Plastic or laminates
-Max. 10% above or below the specified quantity
Cardboard
-10% above or below the specified quantity in case of orders from 0 to 1000 kg;
-5% above or below the specified quantity in case of orders exceeding 1000 kg.
For all other products
-10% above or below the specified quantity in case of orders with a net weight from 0 to 1000 kg;
-5% above or below the specified quantity in case of orders with a net weight from 1000 to 5000 kg;
-5% above or below the specified quantity in case of orders with a net weight exceeding 5000 kg.
Each production-order shall refer to one lot in one format or quality.
10.5 As regards the material, the supplier will be deemed to have adequately satisfied the contractual requirements if in our opinion there are only minor deviations in: quality, colour, hardness, glaze, thickness, etc.
10.6 In determining whether a delivery exceeds the permissible limits, at least 10% of the total lot delivered should be rejected.
10.7 As regards gram weights, the permissible deviations of the agreed gram weights for paper are as follows:
-Up to 39 grams/m²: 5%
-40 to 59 grams/m²: 3%
-60 or more grams/m² : 2%
and for cardboard:
-Up to 500 grams/ m²: 3%
-From 500 grams/ m²: 5%
10.8 For the following items, permissible deviations from agreed thickness, found after simple measurements,
will be as follows:
-plastic film or laminates ≤15my: 10%
-plastic film or laminates >15my: 5%
-aluminum (whether or not as a component of another product): 10%
-other materials or combinations: 10%
10.9 The permissible deviation in format/size is as follows for the following:
-1% paper on rolls, subject to a maximum of 3 mm
-1% paper in sheets, subject to a minimum of 2 mm (in length and width)
-plastic film on rolls up to 199 mm wide 3 mm
-plastic film on rolls of 200 mm and wider 2%
-plastic film items in developed width 3 %
-plastic film items in developed length 3%
The permissible deviation from the agreed roll diameter is 2 cm.
10.10 We will have the right to terminate the Contract, or all the agreements entered into with the Supplier in whole or in part, with immediate effect through written notification if:
-the Supplier applies for suspension of payments;
-the Supplier is declared bankrupt;
-the Supplier transfers, liquidates or discontinues (parts of) his undertaking, in whole or in part;
-a pre-judgment or executory attachment is issued against the Supplier.
10.11 In no event shall the Client be liable under any theory of liability, for indirect, incidental, special, consequential or punitive damages, which includes without limitation damages for lost profits or revenues, lost business opportunities and in no event shall the Client be liable to the Supplier, its successors or assigns for damages in excess of the amount due to the Supplier for complete performance under the Contract, less any amounts already paid to supplier by the Client.
11. Printed packing
- The following will apply to orders issued by us for delivery of printed packing:
- The supplier should submit printing proofs to us for approval before incurring expenditure that may be liable to tax, and before printing packing material as per the design of our customer. This printing proof should be signed for approval by us and our customer and returned to the supplier.
- If the shipment period exceeds 2 weeks, samples from the concerned consignment(s) should send to us for evaluation. The shipment period in this connection will be the date of leaving the factory, till the date of storage in Client. Dispatch may only be made after a signed approval of the samples by
Client. Payment for the goods will only be made thereafter. - We are not bound to accept printed packing material if the procedure described above is not correctly followed.
- Rejected articles should always be destroyed. You are required to send us a confirmation of such destruction.