General terms and conditions of sale, delivery and payment
Filed with the Chamber of Commerce of Amsterdam under no. 40531255

General terms and conditions of sale, delivery and payment
(Model of the Association of Foil Manufacturers)

1) Applicability.

These conditions apply to all our offers, order confirmations and trade agreements in which we act as seller/supplier. The Dutch text of these conditions is binding. Additions to or deviations from these conditions only apply if they have been confirmed by us in writing. General terms and conditions of buyers only apply if they have been accepted by us in writing. The applicability of the Vienna Sales Convention is excluded.

2) Definitions.

Where these conditions refer to “buyer”, this also includes “client”.

Where these conditions refer to “written”, this also includes a message sent by fax and e-mail, even if it has not been signed due to the (automatic) method of sending.

3) Offers, conclusion of agreements, delivery time and delivery on demand.

All our offers and verbal commitments are always entirely without obligation. An agreement with us is only concluded once we have confirmed the order given to us in writing, or once we have actually started executing the order given to us.
The delivery time commences if and after an order has been accepted by us in writing and all data and materials required for the execution have been received by us from the buyer. Each delivery time is stated by us to the best of our knowledge, but is not binding. The delivery time is extended by the time that we are temporarily unable to deliver due to force majeure as a result of extraordinary circumstances, even if these are at our expense according to common opinion, even if these circumstances were foreseeable at the time the agreement was concluded or the order was obtained. Exceeding the delivery term for whatever reason will never entitle the buyer to any compensation, except in the case of intent or gross negligence on our part. If no other term has been agreed upon for delivery on call, the maximum term within which the call must be made is three months after notification of readiness or as much shorter as may be considered reasonable in the given circumstances. In the case of delivery on call, the buyer is deemed to have agreed that the delivery has taken place at the time agreed upon for the call. If actual delivery has not taken place at that time, we will act as the holder for the buyer from that moment on. In that case, we are entitled to charge storage costs.
4) Dissolution.

If the execution of an agreement entered into by us is difficult as a result of extraordinary circumstances as referred to in sub 3 above, we have the right to dissolve the agreement in whole or in part instead of fulfilling it. A buyer who wishes to assert her claims on the grounds of our failure to fulfill obligations must always first give us the opportunity to make use of our right to invoke the dissolution by registered letter.

5) Payment.

All payments must be made, without any deduction, discount or settlement, at our office or on our bank account. Payments to a representative or to (other) employees are only valid if a receipt signed by a director or proxy holder of our company is issued. We are entitled to charge a 2% credit restriction surcharge on our invoices.
Unless expressly agreed otherwise, payment must be made within 14 days of the invoice date. In the event of timely payment, the calculated credit restriction surcharge can be deducted from the invoice amount.
If payment has not been made within the set term, the buyer owes us interest of 1% per month or the default interest as referred to in Article 6:119a of the Dutch Civil Code if this is higher, without prior notice of default.
In the event of late payment, the buyer is obliged to provide security for the fulfilment of his obligations towards us at our first request. If, due to late payment, we are forced to hand over a claim for collection to third parties, the buyer shall owe us all costs arising therefrom, whereby the costs for extrajudicial collection activities – costs associated with the execution of an enforceable title that do not fall under an award of costs – are fixed at 15% of the invoice amount with a minimum of Euro 100.00. All payments by or on behalf of the buyer shall first be made to reduce the interest and costs due and only subsequently to reduce

g on the principal sum.
If the payment term is exceeded, we are entitled to suspend all current orders until payment has been made within a further term specified by us. If payment is not made within this further term, we are entitled to terminate all current agreements, without prejudice to our rights to compensation.
6) Retention of title and use.

Items delivered by us, as well as previously delivered items, remain our inalienable property until the buyer has paid us in full all that we have or will have to claim from him/her, including interest and costs, including any (damage) compensation to be paid due to failure to comply with that agreement. The buyer is not entitled to alienate the items delivered by us in any way other than in the context of the normal exercise of his/her business or profession.
The buyer is not entitled to encumber the items delivered by us in any way. The buyer hereby grants us the right to enter all places where our goods are located in the event of need, in order to be able to exercise our property rights.
The designs, matrices, clichés, image carriers and lithographs, tools and the like, as well as the copyrights resting on them, produced for the client, shall remain our property, unless otherwise agreed, and we shall not be obliged to transfer them.
The packaging of our products intended for repeated use shall remain our property. The client shall keep this packaging at our disposal and shall be liable for any damage or loss thereof.
Residues (offcuts, waste) of materials or semi-finished products supplied by the buyer for production shall be deemed to have been transferred to us by the buyer.

7) Buyer’s guarantee

The buyer guarantees us that he is entitled to reproduce and use all designs, images and texts supplied by or on behalf of the buyer and shall indemnify us against all claims by third parties on the basis of trademark and/or copyrights to which they are entitled in respect of these designs, images and texts.

8) Attributable failure.

If the buyer is attributable in default in the fulfilment of his obligations towards us, as well as in the event of bankruptcy, suspension of payment or liquidation of his company, we are entitled to suspend the execution of the agreement or to dissolve it in whole or in part, without any notice of default and without judicial intervention, at our discretion, without us being liable for any compensation and without prejudice to the right to full compensation by the buyer. The buyer is obliged to provide security for the fulfilment of his obligations after a request to that effect.

9) Transport.

The costs of transport are for the account of the buyer, unless delivery carriage paid has been agreed. From the moment at which the sold goods or a part thereof are loaded for delivery, the buyer bears the risk for all direct or indirect damage that may arise to or through these goods for the buyer or third parties.

10) Prices.

We are entitled to increase the price agreed upon upon acceptance of the order, taking into account any existing statutory regulations, if after the date of conclusion of the agreement raw materials, resources, the prices of components that we obtain from third parties, wages, salaries, social security contributions, taxes, duties or charges, transport etc. are subject to an increase, even if these are the result of currency changes, as well as in the event of the introduction of new or the increase of existing government levies and taxes.

11) Complaints, tolerances, limitation of liability.

The buyer is obliged to check the delivered goods at the time of delivery.
In order to be valid, complaints/claims must be submitted to us by registered letter or fax within 8 days of receipt of the goods. Complaints/claims due to shortages, deviations from the stated specification or externally visible damage must, in order to be valid, be noted by the buyer on the receipt.
We make every effort to deliver in accordance with the agreed order. Deviations in respect of agreed weights, quantities, sizes, colours, printing and/or other design indications do not give the right not to accept the delivery, unless the deviation is such that it is unacceptable.
Deviations from the agreed thickness, length or width of the delivered products must be assessed on the basis of an average example of the delivered products and not on the basis of a few exceptional examples.
The permissible deviation from the agreed format (length and/or width) is 5% for plastic film on rolls and for bags made of plastic film.
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The permissible deviation of a single measurement from the agreed thickness is for:
– plastic film up to and including 20 mu: 20%

– plastic film from 20 mu to 50 mu: 15%

– plastic film above 50 mu: 10%

Over or under delivery are deemed to be in accordance with the agreed quantities and/or numbers if the deviations in quantity or number are not more than:
– 30% above or below the specified quantity for orders with a net weight of up to 500 kg.

– 20% above or below the specified quantity for orders with a net weight of 500 to 1000 kg.

– 10% above or below the specified quantity for orders with a net weight of 1000 to 5000 kg.

– 5% above or below the specified quantity for orders with a net weight above 5000 kg.

When applying any code to packaging, including the EAN code, we accept no liability for the usability, nor for the consequences of not being able to read or incorrectly reading such a code by suitable equipment.
The buyer does not have the right to refuse to accept the sold items, or to return them, unless we have agreed to this in writing. If the buyer believes that the goods delivered by us do not correspond with what we have sold, he must inform us immediately and give us the opportunity to inspect the goods delivered. Processed goods are deemed to have been approved. In all cases in which delivery is not carriage paid, the buyer has the right to inspect the goods at his own expense before loading, provided that he informs us in good time of the intended inspection.
Complaints do not give the buyer the right to suspend payment of the amount owed by him. If the complaint is justified, we will, at our discretion, either pay a fair compensation up to a maximum of the invoice value of the delivered goods to which the complaint relates, or replace the delivered goods free of charge, upon return of the originally delivered goods. We are not obliged to pay further compensation or to compensate for indirect matters.
Each partial delivery is considered a separate delivery and must be paid for by the buyer.
Except for deviating provisions in these conditions, we are not liable for direct or indirect damage suffered by the buyer and/or its customers as a result of non-fulfilment of our obligations, unless this is a result of intent or gross negligence attributable to us.

12) Disputes.

All agreements are subject to internal Dutch law. Insofar as deviation from the statutory rules of jurisdiction is permitted, the competent court of the place of our registered office will take cognizance of all disputes that may arise between us and the buyer, unless we prefer to submit the dispute to the competent court under the law.

13) General provisions.

These general terms and conditions do not prevent the exercise of our statutory rights.