Terms and Conditions
Quotations and offers. 3
Contract duration; delivery times, execution and modification of the agreement. 3
Force Majeure. 5
Payment and collection costs. 6
Retention of title. 6
Guarantees, research and complaints, limitation period. 7
Intellectual property. 8
Applicable law and disputes. 9
Location and modification of conditions. 9
- These terms and conditions apply to every offer, quotation and agreement between Westland Verpakkingen, hereinafter referred to as "W.V.", and a Customer on which W.V. has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions in writing.
- The present terms and conditions also apply to agreements with W.V., for the execution of which by W.V. third parties should be involved.
- The applicability of any purchase or other conditions of the Customer is explicitly rejected.
- If one or more stipulations in these general terms and conditions at any time are wholly or partially void or destroyed, then the other provisions in these general conditions remain fully applicable. W.V. and the Customer will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed
- If there is a lack of clarity about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place 'in the spirit' of these provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If W.V. does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that W.V. to any degree would lose the right to demand strict compliance with the provisions of these conditions in other cases.
- If "in writing" is used, this also means sending messages by fax and e-mail. Even if it is not signed due to (automatic) shipping.
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Quotations and offers
- All quotations and offers from W.V. are non-binding, unless a period for acceptance has been set in the offer. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
- V. can not be held to its quotes or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
- The prices stated in an offer or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel, accommodation, shipping and administrative costs, unless otherwise indicated.
- If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, W.V. not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless W.V. indicates otherwise.
- A composite quotation obliges W.V. not to perform a part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Contract duration; delivery times, execution and modification of the agreement
- The agreement between W.V. and the Customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If the term is exceeded, the Client must provide W.V. therefore give notice of default in writing. W.V. a reasonable period must be offered in order to still implement the agreement.
- If W.V. information required by the Client for the execution of the agreement, the execution period does not start earlier than after the Customer has correctly and completely submitted to W.V. has made available.
- The Customer is obliged to take delivery of the goods at the moment they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, W.V. entitled to store the goods at the expense and risk of the Customer.
- V. has the right to have certain work carried out by third parties.
- V. is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- If the agreement is executed in phases, W.V. to suspend the execution of those parts that belong to a following phase until the Customer has approved the results of the preceding phase in writing.
- If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Customer, of the competent authorities, etc. is changed and the agreement is thereby changed qualitatively and / or quantitatively, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. W.V. will make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Customer accepts the possibility of changing the agreement, including the change in price and term of execution.
9. If the agreement is changed, including a supplement, then W.V. entitled to perform this first after approval has been given by the within W.V. authorized person and the Customer has agreed to the price and other conditions specified for the execution, including the time to be determined at that time. Not or not immediately carrying out the amended agreement does not constitute a breach of contract by W.V. and does not constitute grounds for the Customer to terminate the agreement. Without being in default, W.V. refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered.
10. If the Customer is in default in the proper fulfilment of what he has to W.V. the Client is liable for all damages (including costs) on the part of W.V. thereby directly or indirectly.
11. If W.V. agree a fixed price with the Client, W.V. nevertheless at all times entitled to increase this price without the Customer being entitled to dissolve the agreement for that reason if the increase of the price arises from a power or obligation pursuant to the law or regulations or its cause in an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time the contract was entered into.
12. If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Customer who is entitled to title 5 section 3 of Book 6 BW entitled to dissolve the agreement by means of a written statement, unless WV is then still prepared to execute the agreement on the basis of the originally agreed, or if the price increase ensues from a power or on W.V. resting obligation under the law or if it is stipulated that the delivery will take place more than three months after the purchase.
Suspension, dissolution and early termination of the agreement
- V. is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if:
- the Customer does not, not fully or not timely fulfil the obligations from the agreement;
- after the conclusion of the contract W.V. come to the knowledge of circumstances giving good grounds to fear that the Customer will not fulfil the obligations;
- the Client was requested to provide security for the fulfilment of his obligations under the agreement when the contract was concluded and this security is not provided or is insufficient;
- If due to the delay on the part of the Customer, W.V. may be required to comply with the agreement under the originally agreed conditions, W.V. entitled to dissolve the agreement.
- Furthermore, W.V. authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if circumstances arise otherwise which are of such a nature that unaltered maintenance of the agreement cannot reasonably be made by W.V. can be required.
- If the agreement is dissolved, the claims of W.V. on the Customer immediately due and payable. If W.V. the performance of the obligations is suspended, he retains his rights under the law and agreement.
- If W.V. to suspend or dissolve, he is in no way liable for compensation of damage and costs thereby arise in any way.
- If the dissolution is attributable to the Customer, W.V. entitled to compensation for the damage, including the costs, thereby directly and indirectly arising.
- If the Customer does not fulfil his obligations arising from the agreement and this non-fulfilment justifies dissolution, then W.V. entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnify due to breach of contract.
- If the agreement is terminated prematurely by W.V., W.V. take care in consultation with the Client for the transfer of work still to be done to third parties. This unless the cancellation is attributable to the Customer. If the transfer of the work for W.V. additional costs entail, these will be charged to the Customer. The Customer is obliged to pay these costs within the specified period, unless W.V. indicates otherwise.
- In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Customer is not the WV is free to use its assets for a longer period of time free to cancel the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of W.V. In that case, the Customer is immediately due and payable.
- If the Customer cancels an ordered order in whole or in part, the ordered or prepared items, plus any delivery and delivery costs thereof and the labour time reserved for the execution of the agreement, will be fully charged to the Customer are being brought.
- V. is not obliged to comply with any obligation towards the Customer if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for his account.
- Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which W.V. cannot exert influence, but as a result of which W.V. is unable to meet his obligations. Work strikes in the company of W.V. or from third parties. W.V. is also entitled to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after W.V. should have fulfilled his commitment.
- V. can suspend the obligations under the contract during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
- Provided W.V. at the time of the occurrence of force majeure, the obligations arising from the agreement have in the meantime been partially fulfilled or will be able to meet these obligations, and W.V. is entitled to independent value to the part to be fulfilled or to be fulfilled. entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Payment and collection costs
- Payment must be made within 14 days after the invoice date, to a by W.V. to be specified in the currency in which is invoiced, unless otherwise stated by W.V. indicated. W.V. is entitled to invoice periodically.
- If an invoice is higher than € 750.00 excluding VAT and shipping costs, 50% must be paid in advance. As soon as the payment has been received by WV, delivery will take place.
- If the Customer defaults on the timely payment of an invoice, then the Customer is legally in default. The Client will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the Customer is in default until the moment of payment of the full amount due.
- W.V. has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
- W.V. can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. W.V. may refuse full payment of the principal sum, if the interest and collection costs are not paid.
- The Client is never entitled to set off the amount it has paid to W.V. due.
- Objections against the height of an invoice do not suspend the payment obligation. The Customer who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
- If the Customer is in default in the (timely) fulfilment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Customer. The extrajudicial costs are calculated on the basis of what is customary at that time in the Dutch collection practice. If W.V. however, higher costs for collection have been incurred that were reasonably necessary, the actual costs are eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Customer. The Client also owes interest on the collection costs due.
Retention of title
- All by W.V. goods delivered within the scope of the agreement remain the property of W.V. until the Customer has removed all obligations from W.V. contract (s) has been properly fulfilled.
- By W.V. goods delivered that are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.
- The Customer must always do everything that can reasonably be expected of him to the property rights of W.V. to secure.
- If third parties seize goods delivered under retention of title or want to establish or assert rights thereon, then the Customer is obliged to provide W.V. immediately.
- The Customer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and the policy of this insurance on first request to W.V. for inspection. With a possible payment of the insurance, W.V. entitled to these tokens. Insofar as necessary, the Customer commits towards W.V. in advance to cooperate with everything that may prove necessary or desirable in that context.
- For W.V. to exercise its property rights as referred to in this article, the Client gives unconditional and irrevocable consent to W.V. and by W.V. third parties to be appointed to enter all those places where the property of W.V. to be present and to take things back.
Guarantees, research and complaints, limitation period
- The by W.V. Items to be delivered meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands.
- The guarantee referred to in paragraph 1 of this article applies for a period of 30 days after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the by W.V. If the warranty provided concerns a case that was produced by a third party, then the warranty is limited to that provided by the manufacturer of the item, unless otherwise stated.
- Any form of guarantee shall lapse if a defect arises as a result of or arising from improper or improper use thereof, incorrect storage by the Customer and / or by third parties when, without the written permission of WV, the Customer or third parties the case has made changes or attempted to make changes. The Customer is also not entitled to warranty if the defect arises due to or is the result of circumstances where W.V. has no influence on it, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), et cetera.
- The Customer is obliged to inspect the delivered goods or to have them inspected immediately at the time the items are made available to him. In addition, the Customer must investigate whether the quality and / or quantity of the delivered corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be submitted to W.V. in writing within seven days of delivery. to be reported. Any non-visible defects must immediately, but in any case no later than within fourteen days, after discovery thereof, in writing to W.V. to be reported. The report must contain as detailed a description as possible of the defect, so that W.V. is able to respond adequately. The Customer must provide W.V. to have the opportunity to investigate a complaint.
- If the Customer complains in time, this does not suspend his payment obligation. In that case, the Customer also remains obliged to purchase and pay for the otherwise ordered items.
- If it is certain that a case is defective and in that case timely complaint is filed, W.V. the defective item within a reasonable period after the return of it or if return is not reasonably possible, replace the written notification regarding the defect by the Customer, at the discretion of W.V., or arrange for repair or replacement fee to the Customer. In case of replacement, the Customer is obliged to replace the replaced item with W.V. to return and ownership thereof to W.V. to provide, unless W.V. indicates otherwise.
- If it is established that a complaint is unfounded, then the costs arise, including the research costs, on the part of W.V. as a result, in full, for the account of the Customer.
- After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Customer.
- For high-quality printing on plastic bags or PP (non) woven bags / shoppers
or courier bags use is made of rotogravure sheets or cylinders.
The plates / cylinders are made of a copper alloy and are therefore expensive, nevertheless they can only be kept for a limited period under the influence of local weather and storage conditions, such as moisture. Westland Verpakkingen guarantees a shelf life of up to 12 months after delivery of the bags. In case of subsequent orders, later than 12 months after delivery, it must be checked on a case-by-case basis whether the plates are still usable. If this is not the case, new plates / cylinders will have to be made. Westland Verpakkingen cannot be held liable for the costs of new printing plates or cylinders. A generous solution can be looked at without any obligation.
- The mode of transport is provided by W.V. determined. The Customer pays the shipping costs stated on the invoice. If the order is executed in parts, the transport costs will only be calculated once.
- By signing the delivery note, which is included with the ordered products, the Customer agrees to receive the products in good / undamaged condition. If visible (transport) damage is present, contact with W.V. The delivered products must be returned in original packaging to W.V. Furthermore, W.V will do everything in its power to carry out a quick investigation and repair the damage.
- W.V. is not responsible for damage to the delivered product by third parties. This means a transport company that arranges the transport on behalf of W.V. The handling mentioned in point 2 is maintained.
- If W.V. liable, then this liability is limited to what is stipulated in this provision.
- W.V. is not liable for damage of any kind, caused by W.V. is based on inaccurate and / or incomplete information supplied by or on behalf of the Client.
- If W.V. should be liable for any damage, the liability of W.V. limited to a maximum of twice
the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of W.V. is in any case limited to the amount of the benefit of his insurer, if any.
- W.V. is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage in the sense of these conditions, any reasonable costs incurred due to the defective performance of W.V. to have the agreement answered, for as much as W.V. can be allocated and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
- W.V. is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
- The limitations of liability included in this article do not apply if the
damage is due to intent or gross negligence of W.V. or his managerial subordinates.
- The Client indemnifies W.V. for any claims by third parties, which suffer damage in connection with the execution of the agreement and of which the cause is due to other than W.V. is accountable.
- If W.V. the third party should be held accountable for this by third parties, the Client is obliged to keep W.V. to assist both outside and in court and to do everything that may be expected of him in that case without delay. Should the Customer fail to take adequate measures, W.V. shall be entitled to proceed thereto without notice of default. All costs and damages on the part of W.V. and third parties arise as a result, are fully at the expense and risk of the Customer.
- W.V. reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. W.V. has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Customer is brought to the knowledge of third parties.
- The Customer is entitled W.V. to multiply and use all designs, images and texts supplied by the Client.
Applicable law and disputes
- All legal relationships in which W.V. is a party, only Dutch law applies, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The judge at the location of W.V. has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, W.V. the right to submit the dispute to the competent court according to the law.
- The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Location and modification of conditions
- These conditions have been filed with the Chamber of Commerce.
- Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with W.V ..
- The Dutch text of the general terms and conditions is always decisive for the explanation thereof.
Managing board, Westland Verpakkingen