GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY AS FROM AUGUST 1ST, 2012 VANDENBERG SPECIAL PRODUCTS B.V (VDB)
- 1. Generala) The following Terms and Conditions apply to and form an integral part of all agreements to which VDB is party.b) Set against these conditions, all conditions referred to by third parties are applicable only where expressly confirmed and acknowledged in writing by VDB. Provisions that deviate from these Conditions shall only apply if these provisions have been accepted by us in writing.
- 2. Offers and confirmationsa) All offers are without obligation, unless expressly stipulated otherwise in writing by us.b) Orders are confirmed by us in writing or by e-mail. VDB is only bound by these confirmations.c) If no objections have been made known within 8 days after the date of the order confirmation, either in writing or by e-mail, our order confirmation is deemed to give the correct and complete representation of the agreement. Changes or cancellations are no longer possible after this.d) Offers or commitments made by intermediaries engaged by us, our representatives or our other personnel shall commit us only if and insofar as they are confirmed by us in writing.
- 3. Pricesa) All deliveries shall be made at the price applicable on the day of delivery last made known by VDB to its customers.b) Our prices are in Euros, unless another currency is agreed in writing. The prices apply for free delivery in the Netherlands, including normal packaging and excluding turnover tax. The method of packaging and shipping is determined by us unless explicitly agreed otherwise.c) All our prices are based on the cost factors, exchange rates, taxes, duties etc. applicable at the time of the order.Changes thereto, prior to delivery having taken place or being completed, entitles us to pass on the costs or to cancel the contract without legal intervention, with the exclusion of any obligation to pay compensation for damage.
- 4. DimensionsDimensions of boxes are always stated by us in the following sequence: length x width x height: these dimensions are measured on the inside. For boxes, a deviation in mm is permitted in length, width and height, which is equal to the thickness of the material processed, in both directions. When handling corrugated board, the first mentioned dimension is always parallel to the corrugation width. Approved models are binding for the format. The formats stated in our order confirmation are approximate dimensions.
- 5. Deliverya) The agreed delivery time is only an approximation, thus it does not count as deadline. VBD is entitled to deliver around the agreed delivery time. Exceeding the agreed delivery time shall never result in breach of contract on our part and does not entitle the buyer to terminate the agreement and /or to claim compensation for damages incurred by them or third parties. Receipt and/or payment of goods may never be refused by pleading delivery time having been exceeded.b) All deliveries are made ex-factory from our factory in Oud-Beijerland, also in the event that free delivery has been agreed. In the latter case we will ship the goods in the cheapest way. If another method of shipment is used at the request of a buyer or delivery is to multiple addresses, the additional costs will be borne by the buyer.c) If there no one is found at the delivery address, the time upon which no one is found applies at the time when VDB has fulfilled its delivery obligation. This time is recorded by VDB.
d) Delivery of a shipment takes place within a reasonable timeframe and only on weekdays. Express parcels are also delivered on Saturdays upon request.
- 6. Acceptance and complainta) For assessment of type, size, quality, method of implementation, etc. only that which is stated in our order confirmation or on our delivery note is decisive.b) Complaints about quantities and deficiencies that can be established upon delivery by means of normal careful control should be made known to us within 8 days after delivery by registered letter. After this period, any right of complaint will have expired.c) Deficiencies in a part of the delivered goods do not entitle buyer to reject or refuse the entire delivered batch. Quality differences and gram weights are subject to the terms and conditions of the Association of Dutch Paper Mills and Paper Wholesalers. No guarantee is provided for colour of the paper.d) The delivery of up to 10% more or less than the ordered amount is permissible. This additional or lesser amount is calculated at the unit price with the exception of print runs up to 1000 copies for which a calculation of 20% maximum additional supply is permissible. 25% is permissible with quantities up to 250 copies. Minor deviations in quality, colour, hardness, glazing, thickness, as well as font and colour when printing give no entitlement for complaint.e) Samples are handmade. Small deviations between handmade samples and mechanically produced products are permissible.f) Retailers, wholesalers and other customers are not allowed to advertise articles that are the intellectual property of VDB in trade journals without the written consent and outside of the knowledge of VDB.
- 7. Return shipmentsUnless otherwise agreed, delivered and accepted goods cannot be taken back.
- 8. Liabilitya) VDB is only liable for defects caused by material or manufacturing faults.b) If complaints about such defects are upheld by us, we shall, at our discretion, rectify the defects at the cost of VDB or, following receipt of the goods, supply replacement goods without price increase or subject to refund of the purchase price (and if the goods have been delivered after receiving back the defective goods) declare the agreement terminated.c) All this takes place without VDB being obliged to pay costs, damages and interest including loss of profit and so-called consequential damages incurred by the buyer and/or third parties as an indirect result of defects.d) The client gives VDB the guarantee no infringements will be made on the copyright or industrial property rights of third parties, and he shall indemnify VDB at law and otherwise for any consequences, both financial and otherwise, resulting from duplication or reproduction.
- 9. Force majeureIn case of war, riots, fire and other disasters; in case of lack or scarcity of raw materials, ancillary materials and fuels, radical changes in exchange rates, operational failure, strike, lockout, government intervention, (impending) energy crisis, traffic disorders, including those caused by weather conditions, irrespective of whether all this takes place in our company or our supply companies or our transport companies; and in case of such changes in circumstances that (further) fulfilment of our obligations becomes so onerous to us that this cannot reasonably be demanded of us, we are entitled, without judicial intervention, to cancel the offer, to suspend the execution of the agreement, or to cancel the agreement in whole or in part, without us being held to pay any compensation for damages incurred by buyer or third parties.
- 10. Retention of titlea) Until full settlement of all payments due to us by the purchaser plus any interest and costs, VDB retains ownership of all goods that it delivers, such being security for the payment of all that which is due to us and without exception.b) As long as the goods have not yet been processed or the purchase price thereof – or the purchase price of other goods supplied by us to the buyer – have not yet been settled, the buyer is deemed not to keep the relevant goods in custody, it being prohibited for him to dispose of these goods during this period in any manner whatsoever, on penalty of immediate payment of the entire purchase price.c) In the event of late payment by the buyer, the seller will be entitled to take back the goods sold without any warning, notice of default or judicial intervention, such without prejudice to the right to claim damages.
- 11. Paymenta) Unless otherwise agreed, all payments must be made within 30 days after invoice date, without any setoff or discount.b) VDB is entitled to invoice each partial delivery. Under the provisions of paragraph a) we are also entitled at all times to deviate to demanding cash payment (also understood to include C.O.D. payment) for each delivery or part delivery.c If, after written demand, buyer remains in default of payment of the full amount within the period set in the demand, then this – without prejudice to any other rights accruing to VDB – shall result in:
– all other outstanding receivables in the name of purchaser in our accounts, becoming immediately due for payment;
– VDB being entitled to calculate a default interest of 1% per month on the amount specified in the demand, as from the invoice date;
– VDB being entitled, without further notice and without judicial intervention, to unilaterally terminate the contract in whole or in part or to suspend the execution thereof in whole or in part, by registered letter, without being held for any damages;
– all costs which VDB incurs, both judicial and extrajudicial, in order to attain full or partial recovery of our claim on the buyer, including collection charges (together with the advance payments and the fees payable to the person assigned by us for the collection) are set at a minimum of 10% of the principal and are at the expense of the buyer.
- 12. Intellectual properties and/or confidentialitya) All intellectual property rights, including the rights to the patent on products designed and developed by VDB, as well as any amendments and/or additions thereto, are vested with and remain fully vested with VDB.b) The contracting party undertakes to VDB to treat product information, data and/or information about the product confidentially and not make this known to third parties without the express written permission of VDB.c) Images, drawings, etc. furnished by VDB remain the property of VDB and may not be copied or reproduced, nor made available to third parties.
- 13. Warranties on machinerya) VDB only gives warranty on machines with respect to the control, the motor, the mountings and the wiring of each newly delivered, i.e. non-used product, for a period of 1 year from the date of delivery.b) A warranty period only applies for used machines to the extent that this is explicitly agreed in writing between VDB and the contracting party.c) The warranty means that all components as listed in paragraph a or as expressly agreed in writing between VDB and the contracting party will be repaired free of charge by VDB, of any defect, which arises during the warranty period by reason of faulty construction, or will be replaced by another (at the discretion of VDB) provided that such defect is brought to the attention of VDB within 3 days of the discovery and that, in case VDB so desires, the relevant component will be sent immediately to an address to be given by VDB, whereby the costs of shipment are for the contracting party. Defects caused by normal wear, improper use, or incorrect maintenance are not covered by the warranty.d) Components or products from third parties involved by VDB are never granted a farther-reaching warranty than that given to VDB by the supplier of these components and/or goods.
e) If contracting party performs repairs to the product or makes changes or has these carried out by third parties during the warranty period without prior permission of VDB, or if contracting party does not fulfil their payment obligations, the warranty obligation of VDB will immediately be voided.f) Contracting Party is not entitled to suspend or fail to comply with payment obligations to VDB on the ground that VDB has not, has not yet or has not fully met its warranty obligations.g) When a machine is offered for repair and falls within the statutory warranty period, no costs will be charged by VDB for components. However, labour costs and call-out charges will be charged.h) When the machine is out of warranty, the replacement components, labour charges and call-out charges will be charges at all times.i) When a machine is exported abroad, any repairs to this machine, even within the warranty period, are at the expense of the buyer. VDB cannot be held liable for these repairs.
- 14. RetentionStamps, cutting dies/dinking tools and lithographs remain stored by us for 18 months after use. Unless expressly agreed otherwise in writing, destruction of the items listed follows after this period.
- 15. Applicable lawAll agreements to which these General Terms and Conditions of Sale and Supply are applicable are governed by Dutch Law.
- 16. DisputesAll disputes – including disputes which are deemed as such only by one party – which may arise between VDB and a buyer shall be exclusively subject to the judgment of the competent court in the State of the Netherlands.