Sales Conditions

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GENERAL TERMS AND CONDITIONS FOR SUPPLY – Varupack B.V.

 

  1. 1.         Conclusion of contract

1.1.    Any declarations and agreements between Varupack and   the buyer concerning the contract, its conclusion and its execution must be   made in writing.

1.2.    Any offer of Varupack is free of obligation.

1.3.    An offer lapses when the product has become no   longer available.

1.4.    Varupack is not bind to the offer if the buyer can   reasonably understand that the offer, or any part thereof, is an obvious   mistake or error.

1.5.    If the acceptance (whether or not on minor points)   departs from the offer, Varupack is not bound by the acceptance. In that   case, the contract is not concluded unless Varupack indicates otherwise.

 

  1. 2.         Terms of performance

2.1.    An agreed delivery period is never a final deadline.   When a term is exceeded, the buyer will send Varupack a written notice of   default in which Varupack will be given a reasonable period in which to meet   its obligations. Excessing of the delivery period will never give the buyer   the right to claim damages.

2.2.    If the buyer refuses or fails to provide information   or instructions necessary for the delivery, Varupack is entitled to store the   goods at the expense and risk of the buyer.

2.3.    Varupack has the right to have certain work done by   third parties.

 

  1. 3.         Terms of payment

3.1.    Payment must be made within 14 days after the   invoice date, unless otherwise specified by Varupack.

3.2.    If the buyer does not pay in time, it is in default   by operation of law. In that case, the buyer owes an interest of 1% a month,   unless the statutory interest is higher in which case the buyer owes the   statutory interest. The interest shall be calculated from the time that the   buyer is in default until the moment of payment of the full amount owed.

3.3.    The buyer is never entitled to deduct, suspend or   set off the amount due.

3.4.    The buyer is obliged to furnish adequate security on   request of Varupack. If the buyer fails to do this within the by Varupack   given term, the buyer is directly in default.

3.5.    If the buyer is in default, it will borne full costs   incurred to obtain an out-of-court settlement, legal costs and execution   costs with a minimum of € 150,=. The buyer owes interests on these amounts.

 

  1. 4.         Reservation of title

4.1.    All products shall remain property of Varupack   pending performance of all claims of Varupack on the buyer arising out of the   business relationship.

4.2.    The buyer is obliged to take all reasonable measures   to preserve the products.

4.3.    The buyer is obliged to inform Varupack immediately   in case of seizure by third parties.

4.4.    If Varupack wants to exercise its title, the buyer   will unconditionally permit Varupack and third parties appointed by Varupack   to enter the place where the products are stored and to take these products   back.

 

  1. 5.         Termination

5.1.    Varupack is entitled to suspend her obligations or   to terminate the contract if:

  •    the buyer does not, not completely or not in   time fulfill its obligations under the contract;
  •    Varupack has valid grounds to believe that   the buyer will not fulfill its obligations;
  •    It cannot be required that Varupack performs   the contract because of a delay caused by the buyer;
  •    Fulfillment of the contract is impossible of   cannot be required of Varupack because of unforeseen circumstances

5.2.    If the contract is terminated, Varupack’s claims   against the buyer are immediately due and payable. If Varupack suspends its   obligations, Varupack retains its rights according to the contract and law.

5.3.    If the contract is terminated or if Varupack’s   obligations are suspended, Varupack is in no way liable for damages and   costs.

5.4.    If the termination is attributable to the buyer, the   buyer is obliged to compensate Varupack for damages and costs.

5.5.    In case of liquidation, (application for a)   moratorium or bankruptcy, seizure against the buyer, debt restructuring or   other circumstance as result of which the buyer is no longer free to have its   capital available, Varupack is free to terminate the contract or to cancel   the order with immediate effect and without any obligation to pay any damages   or costs. These claims of Varupack are immediately due and payable.

5.6.    Annulation of the order before delivery of the   product(s) to the buyer, will result in a compensation to Varupack which is   equal to 35% of the purchase price per purchase order.

 

  1. 6.         Notification

6.1.    Any claim for breach of warranty must be presented   in writing prior to 14 days after sale. The sole en exclusive remedy for any   breach of warranty shall be the replacement of the warranted goods or refund   of the purchase price, at the option of Varupack, except as set forth herein.  

 

  1. 7.         Warranties

7.1.    Varupack makes no other warranty or representation   other than as set forth in these terms and conditions. Varupack expressly   disclaims any warranty as to fitness for a particular purpose or   merchantability.

7.2.    It is further expressly agreed by the buyer that   Varupack shall not be liable for any incidental, special, punitive or   consequential damages, including without limitation, loss of profits or loss   of business from the failure, in part or in full, of any goods acquired by   buyer from Varupack.

7.3.    All claims against Varupack lapse one year after the   date of delivery of the products. Guaranteed claims are excluded from the   afore mentioned prescription period.

 

  1. 8.         Liability

8.1.    If Varupack is liable, its liability will be limited   to the amount the insurance company pays out.

8.2.    Varupack is only liable for direct damages.

8.3.    The buyer indemnifies Varupack against all claims of   third parties.

8.4.    The limitations of liability do not apply if the   damages are caused by intent intentional act or gross negligence by Varupack.

 

  1. 9.         Risk transfer

9.1.    Varupack will deliver its products ex works,unless   agreed otherwise in writing.

 

  1. 10.       Intellectual property

10.1.  Varupack has the right to use the knowledge of the   execution of the contract also for other purposes, as long as it does not   provide confidential information of the buyer to third parties.

 

  1. 11.       Applicable law and jurisdiction

11.1.  All legal relationships between Varupack and the   buyer shall be exclusively governed by Dutch law.

11.2.  The Vienna Sales Convention (C.I.S.G.) is not   applicable.

11.3.  For any disputes directly or indirectly arising form   the legal relationship between Varupack and the buyer, the court of Utrecht   shall have jurisdiction. Varupack shall   nevertheless be entitled to submit the dispute to the competent court   according to law.

 

  1. 12.       Location and modification of conditions

12.1.  These general terms and conditions are deposited at   the Chamber of Commerce in Utrecht.

12.2.  The last deposited version is applicable.

 

  1. 13.       General provisions

13.1.  Unless otherwise expressly agreed upon, all sells   shall be exclusively subject to these general terms and conditions.

13.2.  As far as these conditions do not contain provisions   regarding individual legal issues, statutory law shall apply.

13.3.  In the event that any provision of the general terms   and conditions should be partly or entirely invalid, the remaining provisions   shall have full validity. In that case, Varupack and the buyer will discuss   the content of the alternative provision. The alternative provision will be   as much as possible in pursuance of the purpose and meaning of the original   provision.