Terms & Conditions Of Sales

TERMS AND CONDITIONS OF SALES
(also referred to as General Sales Conditions)

1. Scope
1.1. These general Terms and Conditions of sale apply to all contracts between manufacturers of flexible packaging and their customers.
1.2. Any variation from these general terms and conditions is only binding when it is explicitly recognised in writing by the manufacturer of flexible packaging.
2. Offers
2.1. Unless stipulated otherwise an offer is considered to be expired in case it is not confirmed by the customer within one month.
2.2. Orders must be in line with the quantities offered. In case the quantities of an order differ from the quantities offered, prices will be revised accordingly.
2.3. Administrative costs resulting from an excessive price quotation will be passed on to the customer if the offer is not followed by an order, provided the manufacturer of flexible packaging has given pre-notification to the customer.
2.4. Should the preparation of an offer require development, engineering, sample costs and proofs, these costs will be passed on to the customer.
2.5. Mock-up packs, models and samples developed for the preparation of an offer shall remain the property of the manufacturer of flexible packaging and may therefore not be used by the customer without payment and/or written agreement.
2.6. Prices are based on the elements that the customer specified in his request. In case of changes, prices will be revised.
2.7. The manufacturer of flexible packaging can only accept responsibility for the quality of the packaging if he had full responsibility for the purchase of the raw materials.
3. Order Confirmation, Contracts
3.1. The manufacturer of flexible packaging is only bound to supply to the customer when he has confirmed the order in writing or electronically, covering all the elements of the request to offer. Such an order confirmation or contract must be sent by the manufacturer of flexible packaging to the customer within a maximum period of two weeks from the date of the receipt of the order.
3.2. The delivery schedule must be clearly specified and is an element of the cost price. Should the customer decide to postpone delivery the manufacturer of flexible packaging will charge storage costs (pallets per week).

3.3. Whenever a contract exceeds the period of 6 months, provisions about quantities and delivery have to be fixed and a raw material price clause has to be included.
3.4. Any change in the elements of the order confirmation or the contract caused by the customer give the manufacturer of flexible packaging the right to amend the prices accordingly, nor will he be bound to the delivery schedule that originally had been agreed upon.
3.5. Prices in order confirmations and contracts are based on the raw material prices valid on the date of the signature of the order confirmation or the contract. In the event of a change of these raw material prices, the contracting parties undertake to renegotiate the prices for the agreed period. If no reasonable agreement can be reached, the manufacturer of flexible packaging reserves the right to terminate the contract unilaterally.
3.6. If the customer cancels the order, the manufacturer of flexible packaging will invoice to the customer full costs of the raw material he reserved for the order plus all additional costs the manufacturer of flexible packaging incurred for the preparation of the order.
3.7. If the customer has not given special instructions, the order shall be carrier out with the materials used regularly in the trade in accordance with customary manufacturing processes.
4. Delivery, Invoicing
4.1. Goods will be dispatched and invoiced on the delivery date fixed in the order confirmation or contract.
4.2. If delivery of the total quantity is not effected in the agreed period, the goods and additional costs of storage (pallets per week) will be invoiced by the manufacturer of flexible packaging to the customer.
4.3. Finished goods can not be guaranteed quality wise when stored longer than six months after the date of manufacture.
4.4. The customer shall pay the full costs of pre-press work, such as reproduction of artwork and origination of the design on to printing cylinders/plates. Such cost shall not be part of the material price.
4.5. Costs for special test procedures and/or conformity certificates, specified after the conclusion of the order, shall be paid by the customer.
5. Reproduction Rights
5.1. The customer will at all times protect, indemnify and hold harmless the manufacturer of flexible packaging from and against claims based on infringement of intellectual and/or industrial property rights in the case of production or reproduction in accordance with the order and the instructions of the customer and/or materials and/or texts, trademark designs and construction for opening and closing of the packaging made available to the manufacturer of flexible packaging by the customer or on behalf of the customer by third parties. The customer will indemnify the manufacturer of flexible packaging against damages awarded by a court of competent jurisdiction with respect to any such claim. 

5.2. Designs, negatives, plates, printing cylinders, films and digital data prepared by the manufacturer of flexible packaging remain his property even if the customer has financially contributed to their creation.

5.3. Projects, drawings, sketches, printing proofs, etc. property of the customer are stored with the manufacturer of flexible packaging at the risk of the customer.
5.4. The storage of the materials mentioned under 5.2 and 5.3 ends one year after their latest use.
6. Tolerances
6.1. Tolerances on weight 

The customer shall accept differences in weight in the same proportions as those imposed upon the manufacturer of flexible packaging through the sales conditions of the producer of the different materials. Unless, otherwise stipulated in these conditions, the following tolerances shall apply:
a) paper, in accordance with the agreed weight:

b) LD-Polyethylen-and other plastic foil in accordance with the agreed

c) Aluminium foil, laminates, cellophane and other materials in accordance with the agreed thickness or weight (depending which dimension the contract is based upon; on its own or as part of another product): ± 10 %.
6.2. Dimensional tolerances
The customer shall accept the following dimensional differences:

C) The dimensional differences indicated above for materials under A), § b) and c), and under B) shall also apply to the positioning of the printing and to the windows and indentations (embossing) on the same materials. For the bags under A) § a, the tolerance in width applicable to the positioning of the printing, the windows and the indentations (embossing) shall be ± 4 % for widths of less than 80 mm and ± 3 % for widths of 80 mm and over. For technical reasons, it is impossible to avoid registration variations on print products, since these are due to differences in material, production methods and printing process. Complaints are justified only in case of significant variations.
6.3 Tolerances on quantity
For all products, the manufacturer of flexible packaging shall be entitled to deliver up to 20 % above or below the quantity ordered for sales by quantity (for up to 50 000 articles) and up to 30 % above or below the quantity ordered for sales by weight (for up to 500 kg); the amount invoiced shall correspond with the quantity actually delivered.
6.4 Printing
The manufacturer of flexible packaging shall not be liable for any consequences that arise from defects in film masters or in similar material that is provided by the customer for the purposes of the printing of the EAN or uniform product codes or similar codes or symbols.
The printing of the EAN code shall be in accordance with the state of the art. Given the influences that bar codes may undergo after delivery by the manufacturer of flexible packaging, together with the absence of a standardised measuring and reading technique, the manufacturer of flexible packaging waives any other guarantees - especially with regard to readings at checkout tills. The customer shall indemnify the manufacturer of flexible packaging and hold him harmless against any claims relating to the use of the EAN code.

7. Packaging
Packaging specifications must be defined and agreed upon in the order confirmation or contract. Changes in the agreed specifications will be charged separately.
8. Acceptance of goods (complaints, liability)
8.1. Any claim concerning consignment must be made in writing within 8 days of the date of delivery clearly specifying the reasons on which the claim is based. Samples supporting the claim will have to be included. If required to identify the claim, customer will allow site inspection to the manufacturer of flexible packaging. When the claim concerns damage during transport, the claim must be made immediately upon receipt of the goods.
8.2. Supplies acknowledged by the manufacturer of flexible packaging as being defective will either be corrected or credited. The manufacturer of flexible packaging shall not be liable to pay compensation for consequential losses.
8.3. If a part of the delivery gives reason for a claim, the principle of mitigation for adverse consequences for the remainder of the delivery will be applied.
8.4. Any qualitative claim not accepted by the manufacturer of flexible packaging should be submitted to an arbitration committee.
8.5. The liability of the manufacturer of flexible packaging is limited to the amount of the invoice. He has no liability for consequential losses.
8.6. Incorrect storage or use of the goods by customer precludes the liability of the manufacturer of flexible packaging.
8.7. Under no circumstance can the customer make a claim against manufacturer of flexible packaging after the goods delivered or part thereof have been used, processed or converted.
9. Ownership of the goods
The manufacturer of flexible packaging shall retain his right of ownership over goods supplied pending full payment of the relevant invoice.
10. Payment
10.1. Payment has to be made within 30 days net of the date of the invoice.
10.2. For a different term of payment the manufacturer of flexible packaging will have to charge to the customer separately.
11. Force Majeure
Force majeure such as strikes, transport delays, uprising, riots, war, etc., which may disrupt supply or performance of the contact releases the manufacturer of flexible packaging from his supply obligations. If circumstances permit written warning of the manufacturer of flexible packaging to the customer will take place.
12. Dispute
12.1. A dispute between a manufacturer of flexible packaging and a customer will be submitted to an arbitration committee composed by each party appointing an arbitrator chosen from outside his own personnel, the third arbitrator being appointed by the two arbitrators or in case they could not reach agreement by the president of the competent commercial court in the area where the manufacturer of flexible packaging is situated. The procedure shall be conducted in accordance with the rules established by the arbitrators.
12.2. Where the dispute can not be solved by arbitration, the competent court will either be the court in the place where the registered head office of the manufacturer of flexible packaging is situated or at the place of establishment of his subsidiary company, where the packaging was manufactured, this at the discretion of the manufacturer of flexible packaging.
12.3. Disputes are subject to the exclusive jurisdiction of the national law of the country in which the court is situated.

The Hague, May 2004