GENERAL SALES, DELIVERY, AND PAYMENT CONDITIONS
ARTICLE 1: GENERAL
In the following general conditions these definitions will apply:
Us; Our; We:
PaperWise, a trade name of Eco Concepts & Products, and partners who act as the (selling) party of the first part.
Customer; Counterparty; Client; Buyer:
Any party that enters or has entered into an agreement with PaperWise, or requests a quotation or who will be sent a quotation by PaperWise.
Goods; Products; Articles; Affairs:
All objects that can be subject to an agreement with PaperWise. The terms are used interchangeably depending on their specific purpose.
ARTICLE 2: APPLICABILITY
2.1 These general conditions apply to all offers and agreements with us of any nature whatsoever and howsoever named.
2.2 These general conditions can only be deviated from if we expressly state or acknowledge this in writing.
2.3 Other general conditions, such as purchase conditions of counterparties, shall, to the extent that they are not in accordance with these general conditions, only be applicable if we have expressly confirmed this in a separate document.
2.4 These general conditions also apply to the benefit of our staff and assistants involved in the execution of the agreement, as well as for the benefit of third parties, through whom we have entirely or partially executed the agreement.
2.5 The counterparty also accepts the applicability of these general conditions and unconditionally for all future agreements and offers for agreements.
2.6 If one or more provisions in these general conditions are invalid or annullable, the general conditions for all the remaining remains intact. If this occurs, we and the counterparty will enter into consultation with the aim of agreeing on new provisions to replace the invalid or annullable provisions.
ARTICLE 3: QUOTATIONS
3.1 All quotations are without obligations, unless a period of acceptance is stated in the quotation. Nevertheless, we have the right to withdraw our offer, as long as the counterparty has not yet accepted the offer.
3.2 With a composite estimate, which is included in a quotation, we are not obliged to supply a part of the goods included in the offer at a proportional part of the total price.
3.3 Offers exclusively concern the quantities and products mentioned in the quotation and do not automatically apply to repeat orders.
3.4 Measurements, weights, and technical specifications in quotations and agreements should be understood as such that the counterparty must take small abnormalities that do not exceed the limits of the standard into account (for that purpose, also see articles 8 and 21).
ARTICLE 4: CONCLUSION AND CONFIRMATION OF AGREEMENTS
4.1 If and to the extent that we have included a period of acceptance in a quotation, an agreement will be concluded through full, written, and unconditional acceptance of that quotation by the counterparty within the determined period.
4.2 In all other cases, an agreement can only be formed by a written order confirmation from us or by delivery from us. In that last case, the invoice from us is considered a written order confirmation.
ARTICLE 5: CANCELLATION OR ADJUSTMENT
5.1 Cancellation or adjustment of the agreement (order) by the counterparty is not possible without our explicit written approval. The cancellation request must be made to us in writing, or via e-mail with a shipping and receiving confirmation.
5.2 If we accept the cancellation or adjustment request, we are authorized to impose conditions on that approval.
5.3 Cancellation or adjustment of the agreement does not automatically lead to reimbursement of prepaid amounts. In consultation, this will be adjusted and costs already incurred will never be refunded.
ARTICLE 6: ANNULMENT
6.1 If the counterparty does not fully, timely, or properly perform an obligation from the agreement, we are authorized to annul the agreement effective immediately, unless the failure does not justify the annulment given its insignificance.
Furthermore, we are authorized to annul the agreement with immediate effect, if:
We become aware of circumstances that give good reason to fear that the counterparty will not fulfill the obligations after the conclusion of the agreement;
The counterparty is requested to guarantee the fulfilment of its obligations from the agreement at the conclusion of the agreement and this security is not or insufficiently provided;
It can no longer be demanded of us that the counterparty will fulfill the agreement under the conditions originally agreed on because of the delay on the part of the counterparty;
Circumstances arise of such nature that the fulfilment of the agreement is impossible or that the unaltered maintenance of the agreement cannot reasonably be demanded of us;
The counterparty is declared bankrupt, submits a request for suspension of payment, requests the Natural Persons Debt Rescheduling Act, or is confronted with a confiscation of all or a part of his/her property;
The counterparty is placed under receivership;
The counterparty dies.
6.2 Annulment occurs by means of a written notice without judicial intervention.
6.3 If the agreement is annulled, our claims on the counterparty are immediately claimable.
6.4 If we annul the agreement under the preceding reason, we are not liable for any costs or damages, because the counterparty proceeded to suspension or annulment.
6.5 If the annulment can be attributed to the counterparty, we are authorized to demand compensation for the damages that were directly or indirectly caused by this.
ARTICLE 7: PRICES
7.1 Quoted prices can be offered in other currencies. However, it applies at all times that the moment of the assignment determines the final price determination. Price fluctuations and changes in the exchange rates between the Euro and other currencies, when any payment has to be made in connection with the delivery in other currencies than the Euro, are at the expense of the customer to the extent that these changes differ more than 5% of the exchange rate at the date of the confirmation of the agreement.
7.2 If one of the cost price determining factors of a product or of the costs to have the products delivered on the agreed delivery address changes with more than 5% in the period between the date of the offer and the date of delivery, we have the right to adjust the agreed price accordingly, regardless of the fact whether or not the price increase was foreseeable at the time of the offer or confirmation, in compliance with the relevant applicable statutory regulations.
7.3 Unless expressly stated otherwise, our prices:
Exclude import and export duties as well as any other government taxes;
Exclude transport costs, storage, and trans-shipment (excluding fuel surcharge and toll)
Exclude insurance costs;
Exclude disposal charges;
Exclude environmental taxes or environmental charges imposed by the authorities;
Exclude costs of quality control inspections;
Exclude costs of customs control / scan of the container.
7.4 Prices can be adjusted by us at all times if the client changes the assignment.
ARTICLE 8: QUANTITIES / MEASUREMENTS
8.1 The quantities mentioned in the agreement are stated as accurate as possible with which we are allowed to deviate from the quantity specified or agreed on. The degree of deviation is regulated in article 22 of these general conditions.
8.2 The delivered quantities are stated by us in the delivery document.
8.3 If the customer does not inform us in writing of any possible objections against the delivery document no later than within 24 hours after receipt, the quantity stated on the delivery document is deemed to correctly state the delivered goods.
8.4 Unless expressly stated, all measures indicated by us are approximate. If the measures were provided by the counterparty, we shall not bear any responsibility for this.
8.5 If the counterparty changes the indicated measures after the conclusion of the agreement, this entails that the possible associated costs can be charged to the counterparty by us.
ARTICLE 9: PLACE AND METHOD OF DELIVERY
9.1 The counterparty is obliged to take the purchased goods at the time when these are made available to him/her or are handed to him/her.
9.2 An agreed delivery time starts on the day subsequent to the day on which the written order is received by us. However, the delivery time does not begin to run until the counterparty has provided us with all the required details, any required permits, and material to be handled for the performance of the agreement.
9.3 The delivery period stated by us is always approximate and is never a deadline. Exceeding such a period does not give the customer the right to annul the agreement, unless the delivery period is exceeded in such a way that the customer can no longer be expected to allow the agreement to stand to the requirements of reasonableness and fairness. If the customer annuls the agreement, it does not obligate us to compensate any damages incurred by the customer.
9.4 Before the counterparty can annul, as referred to in article 9.2, we have to be informed of the default by a written notice with a late delivery and we must be granted a period of at least 14 days to still fulfil our obligations.
9.5 Place of delivery is as stated in the agreement.
9.6 Each part delivery is considered a separate delivery and is treated with all legal consequences.
9.7 If the customer informs us of wanting to receive the goods in any other way than agreed on before the delivery, we shall comply with this as far as this can reasonably be required of us. If complying with this request involves extra costs, the customer is obliged to compensate for those extra costs. If we comply with the request of the customer, the provisions determined in article 10 apply.
9.8 The customer must ensure that, unless otherwise agreed on, any customs documents are timely returned to the responsible authorities. In case of failure, the associated extra costs are the responsibility of the customer.
ARTICLE 10: TRANSPORT
10.1 If we take care of the transport of the goods intended for the customer, this will be at the expense and risk of the customer in a manner determined by us, unless otherwise agreed on in writing.
10.2 The Dutch General Transport Conditions or the CMR conditions apply to the transport as used in the transport industry.
10.3 During transport, the goods are not insured. The customer must arrange this himself/herself unless otherwise agreed on in writing.
10.4 Should delivery not be possible to the location indicated by the customer, then the related additional costs will be the responsibility of the customer.
10.5 Delivery shall always occur next to the vehicle that delivers the goods. The customer is obliged to accept the goods there. The customer must take care of the unloading of the goods together with us. Should the customer fail to do so, the resulting extra costs will be the responsibility of the customer.
10.6 Upon delivery of full containers, the unloading time is two hours. For every extra hour, 50,00 Euros will be charged per hour.
ARTICLE 11: PACKAGING AND PACKAGING MATERIAL USED
11.1 Unless expressly stated otherwise, the packaging is included in the price of our goods. With packaging, we do not mean the commercial packaging. We do not charge a deposit, unless we are required to do so by the authorities, or when expressly stated by us.
11.2 If our goods are delivered on so-called Euro pallets or on pallets that are part of a pallet pool, we shall charge these pallets as packaging, unless identical, undamaged pallets are returned to us at delivery.
11.3 If our customer or the authorities oblige us to take packaging, or delivered and packaging material used by us, back with us with the delivery of our products, the related costs, including possible costs for the destruction of this, will be the responsibility of the customer.
11.4 Packaging such as boxes, pallets, and such, other than for single use, remain our property. The customer remains responsible for the packaging sent to him/her, even if no deposit is charged. The customer is obliged to return the empty packaging that are in his/her possession to us at his/her expense as soon as possible, unless expressly agreed on otherwise.
11.5 Charged packaging material (deposit) is credited by us after this packaging material is returned to our warehouse undamaged. For minor damages, we reserve the right to credit less than the charged deposit. With substantial damages, no amount is credited and the packaging material is available to the customer, which we will notify him/her of.
ARTICLE 12: STORAGE
12.1 If the customer purchased / ordered goods cannot be delivered by us at the agreed time, we will store these goods at the risk of the customer. The related costs will be the responsibility of the customer.
ARTICLE 13: RETENTION OF TITLE
13.1 All goods present at the customer from us are, as long as the customer still has any payment obligations to us, owned by us, either by virtue of the article including retention of title, or by virtue of a non-possessory pledge, what for the counterparty now already establishes a pledge on our behalf.
13.2 All goods delivered and to be delivered by us remain our property until the customer has fulfilled all obligations for all the agreements concluded with us.
13.3 The customer is not entitled to alienate or object the delivered goods in any way before payment for this has been made in full, unless we are notified of this and have agreed to such. Should the customer fail this obligation, the purchase price shall immediately and fully be claimable.
13.4 The customer is obliged to bring the content of these retentions of title to the attention of the person who is given an undisclosed pledge by him, for by us delivered goods, whether or not to certainty.
13.5 In relevant cases, the customer already grants us the right to enter all those places where our goods are located in order to exercise our property rights.
ARTICLE 14: COMPLAINTS
14.1 The customer has to investigate (or has investigated) the purchased goods at the delivery or afterwards as soon as possible. With this, the customer should particularly check whether the delivered goods conform to the agreement, namely:
Whether the correct goods are delivered;
Whether the delivered goods correspond as agreed with regard to the quantity;
Whether the delivered goods comply with the quality standards or, if they fail the requirements that can be made for normal use and/or commercial purposes.
14.2 Complaints must, with regard to the provisions of article 8.4, be made known to us by the customer in writing by registered mail with confirmation of receipt within 8 days after receipt of the goods.
14.3 Visible defects / faults and/or damages must be made known by the customer on the consignment note or the delivery document.
14.4 If upon receipt of the goods, no comments are made on the consignment note or receipt with regard to any damaged goods, wrapping, and/or packaging, this shall count as conclusive evidence that the customer received the delivered goods upon delivery in sound and undamaged.
14.5 The sole fact that a claim is being investigated does not automatically imply that we acknowledge any liability.
14.6 A complaint must at least contain a detailed and accurate description of the defect and a statement of further data that suggest that the delivered goods and the customer rejected goods are identical.
14.7 The goods to which the complaints relate, must remain available to us for inspection and/or testing in the condition they were in at the time the defects were discovered and cannot be resold, unless we gave our expressly written consent for this. If it is impossible to maintain the availability of the goods, the customer must capture the situation at delivery with images (pictures/film).
14.8 If the complaints concern a part of the delivered goods, this cannot be a reason to reject the whole batch, unless the delivered batch can reasonably be considered as usable in such a case.
14.9 The customer must proof the statement or statements that there would be non-conformity of the delivered goods. This burden of proof applies to alleged defects such as (not exhaustive) differences in color, delivered quantities or weights, used sizes, thickness, etc.
14.10 If a complaint is justified with regard to a delivered good, we shall not be required to do more than replace the rejected good on our expenses, or (at our choice) credit the counterparty for an amount equal to the counterparty indebted price of the rejected good.
14.11 In case of total replacement or reimbursement of goods, already consumed / used parts are taken into account.
14.12 The customer will return the rejected good(s) to us after our prior written permission and under conditions to be determined by us.
14.13 Any complaint of the customer expires after he/she has used, edited or processed, printed or carved the purchased goods or respectively let them be taken into use, had edited or processed, had printed or carved them, or has supplied it to third parties, unless the customer can show that he/she had reasonably not been capable to notify us of the claim in an earlier stage.
14.14 The term for the complaint on invoices sent by us is 8 days. If no written protest against the invoice is made within this term, this is deemed as to indicate the underlying transaction with us as correct.
14.15 After the expiration of the term mentioned in this article, the customer is deemed to have approved the delivered goods mentioned in the invoice and complaints are no longer handled by us.
14.16 We are relieved from any liability and to accept and/or investigate not held complaints regarding defects if the customer does not fulfil his/her payment obligations promptly or other obligations to us and also not when the customer and/or third parties, whether or not on the account of the customer, without our prior written permission, have made any changes or repairs to the by us delivered goods.
14.17 Complaints do not give the counterparty the right to suspension of payment obligations or other existing payment obligations to us.
ARTICLE 15: PAYMENT
15.1 Payment must always be made within 21 days after the invoice date, without any deduction or settlement, at our offices or by transfer on the invoice indicated bank account from us, unless otherwise agreed on in writing.
15.3 We are entitled to require the payment in advance with the performance of the agreement.
15.4 If the counterparty fails to pay within the prescribed period, he/she will be deemed by law to be in default, without the requirement of any summons or notice.
15.5 From that moment, the so-called statutory commercial interest will be indebted as intended in article 6:119a and 6:120 second paragraph of the Civil Code, and judicial and extrajudicial costs made to claim the performance, annulment and/or damages shall be borne by the counterparty, unless we lose the case due to an irrevocable, court decision in respect thereof.
15.6 The extrajudicial collection costs shall be deemed to amount to at least 15% of the still indebted amount, with a minimum of 250 Euros.
15.7 Non-compliance, untimely, or partially complying with his/her payment obligations by the customer, gives us the right to suspend fulfilment or further fulfilment of the agreement on our part, until this obligation is met by the customer. At our choice, we also have the right to annul the agreement without prejudice to our right to damages in connection with the later, or the non-performance of the agreement.
15.8 Payments made by the customer shall first serve to settle all indebted interest and costs and then for the claimable invoices that are open the longest, even if the counterparty mentions that the satisfaction concerns a later invoice.
ARTICLE 16: FORCE MAJEURE
16.1 In these general conditions force majeure means, besides from what is understood in Law and Jurisprudence, all eternal causes, foreseen or unforeseen, which we cannot influence, yet because of which we are incapable of fulfilling our obligations.
16.2 In case of force majeure, the fulfilment of the agreement is suspended as long as the force majeure makes it impossible for us to fulfil the agreement.
16.3 In case of permanent force majeure, we are entitled to annul the agreement without us being bound to compensate any damages to the counterparty.
16.4 If the force majeure on our part lasts longer than one month, the counterparty has the right to annul the agreement free of costs, however, without being entitled to any compensation for damages suffered on their part.
ARTICLE 17: WARRANTY
17.1 We exclusively accept liability for defects of which the customer can demonstrate to have occurred before or within the warranty period, exclusively or predominantly as a direct consequence of wrong manufacturing or the incorrect treatment chosen by us, or as a consequence of faulty materials used by us. If the defect is the result of any other cause, we are not liable.
17.2 The warranty also expires if the goods are used for any other purpose than that for which they are customarily delivered.
17.3 The warranty does not cover consequences of specific development risks of new developed goods.
17.4 If we are liable under warranty, this liability is limited to replacement of the faulty goods or reimbursement of the amount invoiced for these faulty goods, this at our discretion. The replacement of goods is limited to redelivery excluding freight costs. In case of replacement, a new warranty is supplied for the replacement goods. Each warranty begins on the day of the delivery of the replacement goods.
17.5 We are not bound to any warranty:
If the customer does not fully or timely fulfill his/her obligations from this agreement or from any other agreement with us;
If, in the event that we are not the producer of the by us delivered goods, the customer has received a warranty from the manufacturer, either directly or through us;
17.6 In case we are not the manufacturer of the by us delivered goods, our liability is limited to the liability as is accepted by the supplier of those goods.
ARTICLE 18: LIABILITY EXCLUSIONS
18.1 We shall never be liable for indirect damage. This includes consequential damage, lost profit, lost savings, and damage due to business or other types of stagnation. In the case of customer purchase, this restriction does not go beyond those allowed pursuant to article 7:24 paragraph 2 of the Civil Code.
18.2 If we are liable, this liability shall be regulated as follows:
For defects in delivered goods, liability applies as determined in article 17 of these conditions;
We are only liable if damage is caused by intent or gross negligence by us or our senior subordinates;
Our liability is, however, limited to the amount of the transaction in question;
If, however, according to requirements of reasonability and fairness, our liability obligations to reimburse the amount of the transaction are insufficient in comparison to the customer suffered damage, then our liability is limited to a maximum of 125% of the amount of the transaction in question;
Consequential damage is expressly excluded as far as it amounts to an amount higher than that to which we, on the basis of the above, are liable.
18.3 Any further liability is expressly excluded.
18.4 If the consequences of any damage, arising from this agreement, could be insured by the customer, or would normally be insured by customers in that sector, we can never be held liable for compensation for the damage suffered.
18.5 We are not liable for any costs, damage, and interest that directly or indirectly are a result of persons or companies that were employed for the fulfilment of the agreement.
ARTICLE 19: PACKING UNDER OWN NAME
19.1 If this is agreed, we print the products according to the customer’s design.
19.2 If the customer wishes so and we have agreed to this with the customer, we can store the printed products for the customer in a warehouse on demand. If this possibility is used, a separate demand agreement will be concluded.
19.3 Prior to printing the products according to a design of the customer, a sample print will be submitted to the customer in advance for judgment. After his/her approval, we can in no way be held liable for the performance of the printed material, if this does not deviate significantly from the sample print.
19.4 For the manner of execution, defects in the material and/or color, the applicable provisions are included in these general conditions.
19.5 We cannot be held liable for color variations if the color used by us is equal to the sample the customer handed to us, or the color number made known to us by the customer.
19.6 We are entitled to fully charge all costs associated with printing the packaging material according to the design of the customer, such as design drawings, plates, and pressure rollers. We will immediately invoice these costs after the printing is completed, regardless of the fact that the printed product may be purchased on demand and can consequently also be invoiced in partial deliveries. Therefore, payment of that invoice must be made within the applicable term.
19.7 All, whether or not on our customer’s request, by us or in our assignment made design drawings, plates, pressure rollers, and the like, remain our property, even if these are partially or fully charged or will be charged to the customer.
19.8 If the order(s) fail to occur after a requested quotation, the costs of a design made for this and the possible already made plates can be charged to the counterparty by us 3 months after the date of the quotation. The counterparty is obliged to pay these costs.
19.9 Plates that are used by or on behalf of our customer are deemed to be approved.
ARTICLE 20: INDUSTRIAL PROPERTY
20.1 All details, drawings, and images provided by us are copyrighted. The counterparty is not permitted to copy or give these documents to third parties for inspection without our explicit permission.
20.2 The copyright on designs, drawings, sketches, lithographs, photos, programs (software), models, stamps, molds, plates, patterns, etc. made by us or on our behalf remain owned by us at all times. They may never be reproduced or given to third parties without our permission. Each day the counterparty violates the copyright, a fine will be claimed by us of at least 25,000,- Euros per day.
20.3 Our counterparty shall indemnify us of all consequences of any infringements or any rights of third parties if we have used a certain image, drawing, model, or design at the request of our customer.
20.4 If the customer makes our help materials or printed matter available to be processed in goods purchased by the customer, the costumer shall expressly indemnify us against possible claims of third parties arising from infringement of copyrights and rights from patents, brands, or models.
ARTICLE 21: TOLERANCES
21.1 With regard to the agreed specifications, deviations, both upwards and downwards, are permissible.
21.2 Final numbers and/or weights are shown on delivery notes, packing lists or, in case of container deliveries, the so-called Bill of Lading.
21.3 Invoicing occurs on the basis of the actual delivered amount. The aim is delivery of full pallets and/or containers.
21.4 Regarding material, we are deemed to have performed sufficiently if the deviations in quality, color, thickness, etc. can be considered as minor. When judging whether a delivery exceeds the permissible limits, an average of the total delivered batch must be disapproved. Deviations in color of paper and cardboard give no right to complaint.
21.5 Regarding the weight, thickness, and measurements, the deviations permissible as mentioned on product specification sheets apply. These are always offered together with the quotation. If these are missing, the customer has to request them.
ARTICLE 22: PARTIAL REVOCATION
22.1 If one of the conditions or a part of it from these general conditions or any part of the underlying agreement might be void or nullified, this leaves the rest of the condition of these general conditions unaffected, or the underlying agreement remains unaffected.
22.2 Parties shall then make an arrangement for the invalid or nullified passage that approaches the intention the parties aimed at with the underlying agreement or with these general conditions the most.
ARTICLE 23: SCOPE OF PROTECTIVE PROVISIONS
23.1 All agents, representatives, employees or others that have accepted an assignment from us, or that have been appointed or employed by us, will each have the same protection for themselves and are entitled to the same exclusions, exemptions, and limitations of liability as will apply to us under these general conditions or pursuant to any agreements concluded with us.
ARTICLE 24: EXPIRY OF CLAIMS AGAINST US
24.1 Claims, for which we are made liable, expire if the customer has not involved us in court within 6 months after we were given notice in writing and were declared in default.
ARTICLE 25: APPLICABLE LAW
25.1 The Dutch law is applicable with the exclusion of any other legal system, on all matters concerning these general conditions, the agreement, or the performance of the agreement. The court in Roermond will serve as first court in the event of a dispute.
ARTICLE 26: DISPUTES
26.1. Disputes arising from agreements concluded with us are settled at our discretion by the Civil Court in our place of residence.
ARTICLE 27: TRANSLATION
27.1 With translations, the Dutch version will always be binding.
ARTICLE 28: LOCATION CONDITIONS
28.1 These general conditions can be found on PaperWise website or send on request. General terms and conditions of Eco Concepts & Products are filed at Chamber of Commerce Eindhoven.
28.2 The last registered version, or the version that was valid at the time of the offer or the transaction with us, is always applicable.
Weert, November 2019