LC Packaging International bv in Waddinxveen, The Netherlands
Article 1. Definitions
1.1 In these conditions, 'the company' shall mean LC Packaging International bv.
1.2 In these conditions, 'the customer’ shall mean: the person or body with whom LC Packaging International bv concludes or has concluded an agreement.
These conditions are applicable to or, as the case may be, form part of every offer, quotation and every agreement between the company and the customer and all obligations emanating therefrom. These conditions also apply to agreements with the company, for the execution of which the company must involve third parties. The applicability of the general conditions of the customer is explicitly rejected.
Quotations issued by the company are without obligation. Prices mentioned in the quotation are exclusive of VAT and other government levies, unless otherwise stated. The company is not bound by acceptance, which deviates from the proposal contained in the quotation (whether or not the deviations are minor in nature).
4.1 Deliveries are effected Ex Works unless agreed otherwise expressly and in writing. The trade condition Ex Works, or in the alternative another trading stipulation (Incoterm) has the meaning, which is set down in the most recent version of the Incoterms, published by the International Chamber of Commerce.
4.2 The customer is obliged to accept delivery of all items purchased at the time agreed or, in default thereof, at the time stipulated by the company. If the customer does not fully and/or punctually accept delivery of the purchased items or is negligent in the provision of information or instructions necessary for (punctual) delivery, the items will be stored at the cost and risk of the customer.
4.3 Delivery is regarded as having taken place on the acceptance of the goods by the customer, or, in the event of dispatch by means of a shipping agent, on the handing over of the goods to the shipping agent.
5.1 An agreed delivery time is not a binding deadline, unless expressly and in writing agreed to the contrary. In the event of unpunctual delivery, the customer therefore needs to hold the company liable in writing. Exceeding the delivery time does not entitle the customer to cancel the order or the receipt of a shipment or to refuse part of a shipment, nor does it oblige the company to effect any compensation to the customer.
5.2 The company is entitled to adjust an agreed time, if and insofar as the customer remains in default in respect of furnishing information required by the company for the carrying out of the order.
5.3 In the event of agreed stage payments, the delivery time may be held in abeyance by the same number of days by which the payment period is exceeded by the customer.
6.1 The company is permitted to supply items which have been purchased in parts (partial quantities).
6.2 If the items are supplied in parts, the company is entitled to separately invoice each part (partial quantity).
7.1 The items need to have the attributes, which have been agreed in writing by the parties. Save in the event of different conditions, in these general conditions or any other written document signed by the parties, the company does not warrant any other attribute of the items sold other than what has been agreed upon in writing.
7.2 If the items sold are intended for any special use which brings with it special risks or quality requirements, the customer must make this explicitly known to the company in advance and this special use needs to be documented in writing within the agreement, failing which normal usage is assumed.
8.1 In the event of changes to the items to be supplied, the packaging or the accompanying documentation, which are required in order to comply with applicable legal requirements, the company is entitled to supply items, which deviate from what has been agreed. The company is entitled at all times to have third parties carry out the work.
8.2 If it becomes clear during the execution of the agreement that it is necessary to amend or add to the agreement to ensure it is executed properly, the parties will proceed to modify the agreement in a timely fashion and in close consultation. The customer accepts the possibility that the agreement could be amended, including the possibility of an amendment to the price and execution time.
9.1 In respect of supply of packaging materials, the company shall be regarded as having fulfilled its obligations if the specifications of the supplied materials remain within the tolerances listed in appendix 1. In the event of infraction of the listed tolerances, minor deviations in colour, thickness, quality, dimensions and other similar data shall only be considered as defaults if the customer can demonstrate that the deviation detracts from the functionality of the items sold.
9.2 Likewise in the event that stricter specifications are agreed upon in writing, minor deviations in colour, thickness, quality, dimensions and other similar data shall only be considered as defaults if the customer can demonstrate that the deviation detracts from the functionality of the items sold.
9.3 If, at the request of the customer, the company puts European Article Number bar codes (EAN codes) or similar codes on the packaging, the company shall, in so doing, follow the instructions from the customer as closely as possible. At the same time, the company, in so doing, must observe the regulations of EAN Nederland. The company does not guarantee that the EAN code or similar coding can be read by equipment in use by the customer or by its customers. Such deviations are never considered as defaults by the company.
9.4 If the company, at the request of the customer, places printing on items sold, the company is to use the Pantone Matching System PMS code(s) requested by the customer. Deviations in colour can occur because of the material used. Such deviations are not considered as defaults by the company.
10.1 The amounts due to the company by the customer are immediately payable in the following instances:
10.2 If the company proceeds to suspend or dissolve the agreement, it shall in no way be obliged to compensate damages or costs arising in any manner therefrom.
10.3 If circumstances occur with regard to people and/or material which the company uses or has obligated itself to use in the performance of the agreement, which are of such a nature that the execution of the agreement becomes impossible or alternatively so burdensome and/or disproportionately expensive, that fulfilment of the agreement can no longer be reasonably required, the company is entitled to dissolve the agreement.
11.1. The items supplied by the company remain the property of the company until the customer has met all obligations consequent upon all agreements made with the company:
Demands, if need be, by the company upon the customer for failure by the customer to meet one or more obligations consequent upon the agreements contracted with the company. 11.2 Items supplied by the company, which by virtue of paragraph 1 are subject to the Reservation of Ownership stipulation, may only be sold on in the framework of a normal business exercise. Apart from that, the customer is not entitled to pawn the items or attach any other right to them, whilst the items remain the property of the company. 11.3 If the customer fails to meet its obligations or there are grounds to fear this eventuality, the company is entitled to remove or have removed from the customer or a third party holding the item for the customer items which have been supplied which are subject to paragraph 1 of the Reservation of Ownership stipulation. The customer is obliged to cooperate fully herewith on penalty of a fine of 10% per day of the sum owed by him. 11.4 The company is entitled to remove quantities of supplied items from the customer, until the realised proceeds of sales mutually agreed or alternatively open market sale of the removed items meet the full amount owing to the company including costs and (legal business) interest and damages, if applicable.
11.5 The customer is obliged:
11.5 The punching knifes and printing clichés manufactured by us, remain our property. This also applies if the customer has paid part of the costs. The contribution to the costs assures the customer that these materials will only be used for him. The storage of these materials can only be guaranteed up to one year after their last use . 11.6 The customer further obligates itself to stipulate the Reservation of Ownership as referred to in this article in writing to its customers/third parties before or in the alternative at the latest upon the completion of the transaction with the customers/third parties. 11.7 In the case that the company wishes to exercise the property rights referred to in this article, the customer grants the company and third parties designated by the company advance unconditional and irrevocable permission to enter all areas where the company's property is found and to repossess those items.
12.1 On delivery - or as soon as possible thereafter - the customer is to (have) inspect(ed) the purchased items. In so doing, the customer must check to ensure that what has been supplied corresponds with the agreement, namely:
12.2 If visible defects or shortfalls are discovered, the customer must notify the company of these within 24 hours after receipt. An unwritten notification needs to be confirmed in writing by the customer within three days after receipt of the items by the customer. Additionally, the customer, or alternatively the person who receives the items for or on behalf of the customer, upon receiving the items, is to record on the transport documentation which accompanies the items a written description of the defect or shortfall found as confirmation that the complaint existed at the time of delivery of the items. The customer is to carefully keep the items complained of in such a way that loss of quality or quantity is prevented.
12.3 The company must be notified of non-visible defects in writing by the customer within 7 days after discovery, but no later than within 14 days of delivery. Every right to compensation for damage in respect of non-visible defects expires after 14 days, which period commences on the day of delivery.
12.4 If it is found that an item is defective and a complaint has been lodged on the matter in a timely fashion, it shall be at the company's discretion to either replace the item or to ensure that the item is repaired, or alternatively to pay the customer compensation in lieu thereof. If the company replaces the item, the customer shall be obliged to return the replaced item to the company and grant the company ownership thereof, unless the company indicates otherwise.
13.1 If the company agrees a certain price with the customer, following the coming into force of the agreement and before the agreed delivery time, the company is nonetheless entitled to pass on wage increases or other factors affecting the price.
13.2 Price increases which are consequential on additions to or changes in the order are for the account of the customer. If the price increase is not the result of additions or changes to the order as instructed by the customer and amounts to more than 15%, the customer has the right to dissolve the agreement within 30 days after being notified of the price increase.
14.1 The customer is required to return loan packaging within 14 days in undamaged state. If the customer does not meet its obligations regarding packaging, all resulting costs are for its account. Such costs are, amongst others, costs consequent on the late return and costs of replacement, repair or cleaning.
14.2 If, following a demand, the customer does not return the loan packaging within the period mentioned therein, the company is entitled to proceed to replacement and to charge the costs thereof.
15.1 Payment must take place within 14 days from the invoice date to the bank or “Postbank” account of the company or alternatively in cash in Euros at the offices of the company.
15.2 Claims for compensation do not suspend the payment obligations of the customer.
15.3 After the expiry of an agreed payment period the customer is in default and without prejudice to the amount payable, incurs interest at 1.5% per (part of a) month, unless the statutory interest is higher, in which case the statutory interest shall be owed. The interest on the amount payable shall be calculated from the time at which the default commences until the entire amount owed has been paid.
15.4 Payments made by the customer are always applied firstly towards the paying off of all interest and costs due and secondly to invoices due which have been open for the longest time, even if the customer states that the payment relates to a later invoice.
15.5 For orders requiring a long preparation time the company can require stage payments, in which case the amounts and periods must be agreed in advance.
15.6 The customer is not entitled to set off amounts, which the company charges to the customer by virtue of the agreement existing between them.
15.7 The customer is required at first demand of the company to give security for what the customer owes or will owe the company.
If the invoice sent to the customer indicates that a credit limit surcharge applies, the company is entitled to apply a credit limit surcharge of 2%, unless the invoice indicates a different percentage. The credit limit surcharge will not be applied if the customer pays the invoice within 5 days of the invoice date.
17.1 If the customer is in default in meeting one or more of its obligations, all reasonable extralegal costs incurred by the company in obtaining settlement are for the account of the customer. The company is permitted to charge these costs without issuing any demand to the customer. In any case the customer is charged:
If the company demonstrates that it has incurred higher costs, which were reasonably necessary, these must also be reimbursed. With this regulation, the company intends to expressly deviate from the provisions of the WIK (Wet Incassokosten [Collection Charges Act])
17.2 Moreover, in all cases, the customer owes the company any legal costs incurred by the company. This only applies if the company and the customer have gone to court in respect of an agreement to which these general conditions apply and a legal verdict is pronounced in which the customer has been fully or primarily proved wrong.
18.1 The company is not liable for any damage suffered by the customer, including, but not limited to material damage, loss of time and loss of profit, as a consequence of failed, unpunctual or inferior compliance by the company with the agreement between the company and the customer, unless the customer proves that the damage is an immediate result of intentional act or gross negligence of the company.
18.2 If the company is liable, the quantum of the damages to be paid by it is in all cases limited to the maximum purchase price of the item supplied, to which the claim for damage relates, with a maximum of €100,000.00. In any event, the company's liability shall never exceed the amount of the payment from its insurer, where applicable.
18.3 If the company receives a claim by a third party for compensation for damages caused by or in relation to the items supplied by the company to the customer, the customer shall indemnify the company at first demand.
19.1 Force majeure shall be understood to mean all outside causes, whether foreseen or unforeseen, which were outside of the company's control and which impede fulfillment of the commitment. Included in this are:
19.2 The company also has the right to plead force majeure if the circumstance which impedes (further) fulfillment commences after the company ought to have fulfilled its commitment.
19.3 During force majeure, supply and other obligations of the company are suspended. If the period within which the fulfillment of obligations by the company by virtue of force majeure lasts longer than eight weeks, both parties may dissolve the agreement, without any obligation to pay damages in that event.
19.4 If, at the time of commencement of the force majeure, the company has already partially met its obligations, or can only partially fulfill its obligations, it is entitled to invoice separately the portion already supplied or, as the case may be, capable of being supplied and the customer is liable to settle this invoice as if it related to a separate contract. This does not apply if the part already supplied or, as the case may be, capable of being supplied has no independent value.
20.1 Notwithstanding the stipulations in Article 12.3, all claims on the company lapse after a period of 1 year.
20.2 The aforementioned lapse period begins on the day following the day on which the claim becomes payable, or in the alternative the day after the day on which the customer became aware of the damage.
21.1 Dutch law is exclusively applicable to all offers of the company and to every agreement between the company and the customer.
21.2 The applicability of the 1980 Vienna Purchasing Treaty (United Nations Convention on Contracts for the International Sale of Goods) is explicitly excluded.
All disputes between the company and the customer will be put before the competent judge in Amsterdam to the exclusion of every other (arbitration) tribunal. However, the company remains entitled to summon the customer to appear before the competent judge according to the law or the applicable international law.
23.1 During the execution of the order, the customer and the company can communicate with each other through electronic communication applications and/or use electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that sending correctly addressed faxes, emails (including e-mails sent over the internet) and voicemail messages regardless of whether they contain confidential information or documents relating to the assignment, is mutually accepted. The same applies to other means of communication used or accepted by the other party.
23.2 The company is not liable to the customer for damage resulting from the use of electronic means of communication, networks, applications, electronic storage, or other systems including - but not limited to - damage due to non-delivery or delay related in delivering electronic communications, omissions, distortions, interception or manipulation of electronic communications by third parties or by software / equipment used for sending, receiving or processing electronic communications, transmission of viruses and failure or failure of the telecommunications network or other electronic communication required resources, except insofar as the damage is the result of intent or gross negligence. The foregoing also applies to the use of the company in its contacts with third parties.
23.3 In addition to the previous paragraph, the company accepts no liability for any damage caused by or in connection with the electronic transfer of documents.
23.4 Both the customer and the company shall do everything that can reasonably be expected of each of them to do or omit to prevent the occurrence of the aforementioned risks.
23.5 The data extracts from the computer systems of the sender provide compelling evidence of (the contents of) the electronic communication sent by the sender until the counter-evidence has been delivered by the recipient.
24.1 The customer agrees that the company can process confidential information and personal data concerning the buyer and / or persons (formerly) working at, or for, or connected with, the customer, and / or its clients or third parties within the framework of (i) an assignment by the customer to the company, (ii) compliance with a legal obligation, (iii) optimization of the service and (iv) internal business purposes. Processing in this context also includes the sharing of this data with other LC Packaging business units and with parties involved in the execution of the assignment.
24.2 The customer warrants that the personal data provided by him / her from the company may be processed by the company and indemnifies the company for all damage suffered in connection with third-party claims with respect to non-compliance with applicable national and foreign law - and regulations on the protection of personal data.
24.3 The company will take appropriate measures to protect the personal data from the customer.
24.4 Processing of personal data by the company takes place in accordance with applicable (inter) national knowledge (professional) regulations in the field of the protection of personal data.
Unless agreed in writing, the following deviations are permitted:
Unit of supply per format
If quantum requirements are stricter, the price is increased by 10%.
Agriculture packaging up to and including 50 kg
Unit of supply per format
If quantum requirements are stricter, the price is increased by 10%.
Unit of supply per format
If quantum requirements are stricter, the price is increased by 10%.
These conditions have been filed with the Chamber of Commerce Rotterdam.