General Conditions of Purchase

C.I.V. PackPartners International B.A. Den Bosch

Definitions

In these conditions of purchase, the term “us” shall be taken to mean Packpartners international or any member of Packpartners international who applies these conditions.

Clause 1: General

Our conditions of purchase are exclusively applicable to all transactions with us, as well as any quotations offered to us. We expressly reject conditions of purchase imposed by our suppliers, unless such suppliers expressly reject our conditions of purchase stating that their conditions of purchase shall prevail, and this arrangement has been given our express approval.

In the interest of a smooth fulfilment of any agreement concluded with us, it is important that suppliers comply strictly and fully with the rules below:

correspondence, order confirmations, delivery notes, shipping documents, labels, cards for express goods and invoices must include:
our order numbers, cost codes and where necessary any other details required by us.
each shipment must include a delivery note with two extra copies per order number.
invoices, as well as sub-invoices, must always be sent by post in duplicate after the delivery is made. The term of forfeiture does not commence until the actual receipt of the goods.
goods may be delivered from Monday to Friday, at the times indicated by us, unless other arrangements have expressly been made.
Where these conditions of purchase speak of ‘goods’, this shall include the new Dutch legal concept of “objects” and these conditions therefore automatically apply to all services provided for our benefit.

Only after signing the General Conditions of Purchase, can a supplier be accepted by us as a “preferred supplier”.

Clause 2: Quotations

Quotations will be offered to us free of charge and must include a request reference number from us. If a supplier does not expressly notify us of any deviation, the conditions of the request will be deemed to apply as part of the offer.

In particular the cost budget specified to us shall be binding.

Clause 3: Order Confirmations

Order confirmations sent by us, must be returned to us in a legally valid manner within the time frame mentioned below. Prices and conditions must be in accordance with what was agreed upon at the time of the order. If the order confirmation is not returned to us within the time limit stated below, this will signify that the information as noted by us has been accepted.

A supplier shall confirm our order, and all the conditions that have been attached by us, within 48 hours.

Clause 4: Delivery

If the supplier fails to deliver or fails to deliver in time, he shall be deemed in default by merely exceeding the stipulated time limit, entitling us either to set another time limit to the supplier within which he must fulfil his obligations, or to dissolve the agreement without further notice of default or judicial intervention, by means of a simple written notification to the supplier and without being held liable for any payment of damages or any other form of compensation.

If the supplier is again unable to fulfil his obligation to deliver within the set time limit, we are entitled to dissolve the agreement or to impose a penalty of 2% of the total order value for each day that the delay continues, up to a maximum of 25% of the total order value, all this without prejudice to our right to recover from the supplier the total damages suffered by us.

If courier or express delivery services are necessary due to the delivery time being exceeded, all these additional costs incurred are for the account of the supplier, regardless of what they are called or of their nature.

All goods must be packaged solidly and delivered on euro pallets, in accordance with the statutory ARBO requirements [requirements relating to working conditions].

The supplier is obliged to accept the return of non customised articles supplied to us within 1 year of the original delivery; returns to be accepted on the same conditions as when said articles were sold to us and against a credit note for at least the same value as the products returned to the supplier.

Clause 5: Transport and Transport Risks

The goods shall be delivered, at the expense of the supplier, to us or to an address given by us, free of charge and free of taxes. The risk passes to us after the goods are delivered and accepted at the delivery address.

Clause 6: Packaging

The costs of packaging can only be charged to us if this has explicitly been agreed upon. If we return the packaging in a good working condition we shall be credited for at least the calculated value.

Clause 7: Packaging Units

Changes to the packaging units cause problems of such scale in the automation that we use a 6-month term, after approval, to implement any changes to the packaging units. Intended changes shall be submitted to us in writing.

Clause 8: Claims

We shall be entitled to submit a claim to our suppliers about incorrect deliveries within one month of delivery of the goods. We shall be entitled to submit a claim for any faults that are later revealed during processing or implementation of goods delivered to us, immediately after they are found.

With reference to product liability the supplier shall indemnify us from any claims made against us by third parties regarding packaging material which fails to comply with the quality standards and specifications customary in this industry, or which is unsuitable for the purpose for which it is intended in this agreement and any orders arising from it, or regarding damage caused in any other way as a result of the packaging material.

The supplier must comply with the fundamental requirements for packaging as set out in the “Ministeriële Regeling Verpakkingen en Verpakkingsafval” [Ministerial Regulations relating to Packaging and Packaging Disposal] of 30 June 1997 (MBA 971090023), which is based on the European Parliament and the Council of the European Union's Directive number 94/62/EG, dated 20 December 1994 (PbEG L 365) relating to packaging and packaging waste.

Any changes to the composition of processed materials in relation to prior deliveries must be disclosed to us before the commencement of production. The supplier must have our written permission in order to make such changes.

We are not obliged to examine deliveries in this regard, and consequently we shall assume that the above-mentioned changes have not occurred unless we have received prior notification thereof.

Clause 9: Rights of Third Parties

The supplier shall indemnify us in the event that goods which they have sold and delivered to us affect the rights of third parties. The supplier shall indemnify us against such claims at our first written request, and the costs of defending any lawsuits that may be brought against us shall be borne by the supplier. All information, whether given verbally or in writing, and/or any other information such as drawings, descriptions, samples, models, etc. that we have made available to our suppliers on the basis of our orders, may only be used within the framework of the order that we have given to our supplier and under no circumstance may this information be reproduced, made accessible to third parties or used in any other way. This provision is equally applicable to any further developments that take place or are effected on the basis of our information.

Clause 10: Models, Drawings and Designs

All models, stamps, drawings, punch forms, designs, stereotype plates or and other resources or printing material which have been provided by us or have been manufactured and purchased by the supplier for us, whether partially or totally at our expense, will be and remain our property and shall be made available to us, without delay, on our first request. All resources, as described above, shall never be reproduced or made available to third parties without written permission from us. The supplier shall keep these resources in good condition and insure them against all risks during the period that the supplier takes charge of the above-stated resources. if the resources are not in use, the supplier shall administer them with proper care and upon our request shall return these goods to us immediately and without cost.

Since all the information which we have provided to our supplier is subject to copyright, the supplier shall not, without our express written permission, make any disclosure to third parties about orders that have been given by us, nor disclose our existing business relationship, especially in advertising material.

In the event of any infringement of the above provision, or non-compliance with the above-stated obligations, the supplier shall be liable to an immediately payable penalty of twenty-two thousand seven hundred and fifty Euro (€ 22,750) without prejudice to our right to claim full compensation for damages.

If the supplier fails to fulfil any of his obligations as specified in the agreement concluded with us, or fails to fulfil any obligation in time, we are entitled to dissolve this specific agreement or any other agreements entered into with this supplier, by means of a mere written notification and without a notice of default, without prejudice to our rights, especially concerning the right to full compensation of damages, including any costs incurred in and out of court.

We shall be entitled to the same course of action if:

the supplier files a petition for suspension of payments
the supplier is declared bankrupt
the supplier transfers his business (or parts thereof) to another party, winds up or closes down his business
the business of the supplier is seized before judgement or under a warrant of execution.

In the aforementioned circumstances we shall be entitled, at our discretion, to dissolve the agreement either in whole or in part.

Clause: 11 Gifts

The supplier shall not be permitted under any circumstances, to offer gifts of any kind, either directly or indirectly to any of our employees or anyone closely related to them. If the supplier breaches this prohibition, we are fully authorized to dissolve all current agreements with the supplier with immediate effect, without prejudice to claim full compensation for damages from the supplier.

Clause 12: Trading

The supplier hereby grants us permission, for the benefit of our sales program, to nationally and internationally trade the goods purchased from and delivered by him.

Clause 13: Invoice

The invoice shall not be delivered at the same time with the goods but shall be sent to us by post, in triplicate, immediately after despatch of the goods and stating the details required by us (refer to clause 1).

Clause 14: Payment

Payment shall be made according to one of the following possibilities, unless an express agreement states otherwise:

Debit Order 3% discount after 5 working days
Within 8 days 2%
Within 30 days 1%
Within 60 days nett amount

Should there not be a possibility of a debit order, our choice of the above-mentioned payment methods will be advised when the order is submitted.

In the event that we have indicated our intention to use a debit order and the supplier does not make use of this method, we reserve the right to reduce the invoice amount by 3% on payment within 8 days.

The fact that we have paid an invoice does not automatically imply an acceptance of any shortfall of the goods. The payment terms are in effect from the date that the goods ordered by us have been delivered to our address, provided that this date is later than the invoice date.

Our supplier shall not be permitted to transfer the rights and obligations set out in the concluded agreement to third parties without our express permission.

Clause 15: Reservation of Property

Through the delivery of the goods that have been ordered by us at an address specified by us, we are entitled to process, revise or sell the delivered goods within the framework of our business.

Clause 16: Delivery Address

The address for delivery is the same as the delivery address stated by us in the order. It can therefore be an address other than the standard agreed upon delivery address.

Clause 17: Tolerances

17.1 With reference to the agreed specifications, the following deviations (both above and below) are permissible.

17.2 For specifications other than those mentioned below, only complete packaging units shall be accepted on delivery. Surplus boxes shall not be accepted unless express agreement has been made otherwise.

17.3 With reference to quantities it applies that the supplier shall be deemed to have performed satisfactorily if deviations in the quantity do not amount to more than:

For paper products

10% above or below the stipulated quantities with orders from 0 up to and including 5000kg;
5% above or below the stipulated quantities with orders above 5000 kg.

For plastics or laminates

10% above or below the stipulated quantities with orders of a net weight from 0 up to and including 1000 kg;
5% above or below the stipulated quantities with orders of a net weight above 1000 kg.

Cardboard

10% above or below the stipulated quantities with orders between 0 and 10000 kg;
5% above or below the stipulated quantities with orders above 10000 kg.

For all other products

10% above or below the stipulated quantities with orders of a net weight from 0 up to and including 1000 kg;
5% above or below the stipulated quantities with orders of a net weight from 1000 kg up to and including 5000 kg.
5% above or below the stipulated quantities with orders of a net weight above 5000 kg.

Per order shall be taken to mean one consignment in one format or quality.

17.4 With reference to the material, it applies that the supplier shall be deemed to have performed satisfactorily if the deviations in quality, colour, rigidity, finish, thickness, etc. can be considered to be insignificant.

17.5 To determine whether a delivery exceeds the permissible boundaries, a minimum of 10% of the total consignment must be rejected.

17.6 With reference to the gram weights, it applies that the permissible deviations of the gram weights agreed upon for paper amount to:

up to and including 39 gram/m2 5%
40 to 59 gram/m2 3%
60 and above gram/m2 2%

and for cardboard:

up to 500 gram/m2 3%
from 500 gram/m2 5%

17.7 With reference to the thickness, it applies that the permissible deviations of single measurements with regards to the agreed upon thickness amount to:

plastic film or laminate up to and including 40 micron 5%
plastic film or laminate above 40 micron 3%
aluminium (whether or not a component of another product) 10%
other materials or combinations 10%

17.8 With reference to the format, it applies that the permissible deviations of the agreed upon format amount to:

rolls of paper 1% with a maximum of 3 mm
sheets of paper 1% with a minimum of 2mm (in length and width)
rolls of plastic film up to and including 199 mm wide 3mm
rolls of plastic film from 200 mm and wider 2%
bags from plastic film including gusset 3%
bags from plastic film including bottom gusset 3%

The permissible deviation of the agreed upon roll diameter is 3 cm. A limited number of so-called surplus rolls may have a smaller diameter.

Clause 18: Printed Packaging

If we request delivery of packaging that needs to be printed, the following applies:

Before any costs are made that may be charged to us or before it will be proceeded to printing the packaging material according to our client’s specifications, we shall be provided with a printing proof in advance for our assessment. This printing proof shall, with a signature from us and from our client indicating our approvals, be returned to the supplier.
We shall not be liable to accept printed packaging material if the procedure mentioned above has not been properly fulfilled.

Clause 19: Applicable Laws

Any agreement that has been concluded with us is governed by Dutch law. In the event of any disputes, the court in our jurisdiction shall be competent.

Clause 20: Appendix

The supplier undertakes to use all notifications given by us, verbal and written, or other details such as drawings, descriptions, samples, models, etc. exclusively and only within the framework of this agreement signed with us. This means that reproduction or duplication in any manner is not permitted, neither is giving access or use of this information to third parties permitted. This also implies that the supplier shall only disclose the necessary information to its employees.

On completion of the work or at our first request, the supplier shall return all the above-mentioned appendices as well as all the copies to us.

Samples or other consignments must be wrapped in neutral packaging, in such a manner that the contents shall not be recognizable, and sent to the attention of the appropriate person at our offices.

We retain the exclusive right to make use of the rights arising from the above-stated information. The supplier shall grant us approval to use the information provided by him by returning a copy of our order to our address.

Clause 21: Location

These general conditions are filed with the office of the Chamber of Commerce in Den Bosch [The Netherlands].

The latest version filed is applicable or the version that was valid at the time of signing the agreement with us, or the issuance of the agreement with us.