Managing director: John Hendrikx 

Registered at Amtsgericht Düren HRB 7650

VAT Nr. DE314844037 Finanzamt Jülich, Germany

General terms & conditions for the supply of packaging materials and machines 

for commercial transactions between businesses

Article I: General provisions

1. Legal relations between Supplier and Purchaser in in connection with the supply of packaging materials and/or machines, either with the Supplier acting as agent between Producer and Purchaser or as Selling party, shall be solely governed by these General Conditions. The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
2. The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its calculations, drawings, documents and other files, which are shared with the Purchaser (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without the Supplier’s prior consent and shall, upon request, be returned without delay to the Supplier if the contract is not awarder to the Supplier.
3. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.

Article II: Prices, Terms of Payment and Set-off

1. If the Supplier acts as Agent for a Producer, any offer of materials and mentioning of prices is indicative only and needs confirmation by the Producer in writing to become valid. Any offer must clearly state the delivery terms (exworks Producer, FOB port of producer, CIF port in Europe, ex stock in Europe, duties paid, delivered to Purchaser or any other condition as agreed with Purchaser), validity of the offer (unless explicitly stated, any offer is valid for three (3) working days), price per unit, size of packaging and quantity offered as well as payment term. If no payment term is stated, 100% prepayment before loading at Producer’s plant or at stock in Europe is agreed.
2. Cost for international money transfer are at the expense of Purchaser. The agreed price and total amount of any order needs to be credited to the named bank account in full, after any deductions by international or national banks.
3. No discounts for quick payment nor any other deductions can be made from the amount due without written consent by the Issuer of invoice.
4. Set-off of claims against the Supplier or Producer are only acceptable if the Claim is undisputable and accepted by the Supplier or Producer in writing. 

Article III: Retention of Title

1. The items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier’s property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled. 
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. Should the Purchaser resell Retained Goods, it assigns to the Supplier already today all claims it will have against customers out of the resale, including any collateral rights and all balance claims as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as it is attributable to the price of the Retained Goods invoiced by the Supplier.
4. Until further notice, Purchaser may collect assigned claims relating to Resale. Supplier is entitled to withdraw Purchaser’s permission to collect funds for good reason, including but not limited to delayed payment, suspension of payments or start of insolvency proceedings. Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customers of the assignment.
5. Where the Purchaser fails to fulfill its duties, fails to make payment due or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.

Article IV: Time for Supplies, Delay

1. Times set for Supplies shall be binding only if all Documents to be furnished by the Purchaser are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. 
2. Time of Supplies shall be extended if
   1. Force majeure, such as severe Plant Disruptions, Strike, Acts of War, terror attacks, extreme weather conditions, loss of vessel
   1. Virus attacks or other attacks on IT-systems, leading to loss of necessary data and causing delay of supply
   1. Hindrances, attributable to German, EU, international trade law, including unforeseen delays at customs and borders
   1. Unforeseeable plant disruptions, change of shipping routes or other significant delays beyond control of Supplier
   1. Other unforeseen, unmanageable delays of supply beyond the reach of Supplier and Producer, despite proper business processes and care.
   1. If the Supplier is responsible for the Delay of Supply, Supplier has the right to seek remedy within a reasonable period of time. If an agreeable remedy cannot be identified, the Purchaser has the right to cancel the contract and in case of payment before delivery, obtain the paid amount back within two weeks after cancellation. Any damage as a result of the Delay of Supply needs clear demonstration of external cost incurred (cost incurred by the Purchaser within his own organization are explicitly excluded) and will be compensated only if Delay is longer than four (4) weeks in comparison to the last confirmed delivery date by the Supplier. Maximum compensation for Delay of Supply is capped by 0,5% of Value of Delayed Supply for each week, starting with week 5 after Delivery Date agreed and capped by 5% of Value of Delayed Supply in total. Any Claims for damages related to Delay of Supply beyond the maximum amount due are at the expense of Purchaser. 

Article V: Passing of Risk

1. Even when the economic ownership of Goods is still with the Supplier, e.g. if goods have not been paid in full yet, the risk shall pass to the Purchaser at the moment the Purchaser accepts the goods and signs for reception. The Purchaser shall ensure appropriate storage conditions (fire protection, theft prevention, climate impact, …) and insure the goods against damages and loss. 

Artivle VI: Defects in delivered goods

1. The Purchaser shall not refuse to accept goods due to minor defects.
2. Defects shall be, at the Supplier’s discretion, repaired, replaced or supplied again free of charge, provided that the defect already existed at the time when the Risk passed from Supplier to Purchaser. Any claim for defects shall be made immediately upon reception of the goods and documented by pictures. Supplier shall provide remedy within a reasonable time frame.
3. Any claim for defects shall be sent to Supplier in writing within 14 days after reception of the goods.
4. If payments of defected goods are withheld by the Purchaser, the maximum amount withheld must not exceed the invoiced value of the claimed goods, both in quantity and value. If the defected goods are part of a larger delivery, the remaining goods shall be paid in time as invoiced, also if full arrangements for the defected goods are still being discussed and have not been agreed yet.
5. Claims of defects can be made with a maximum of the value of the defected goods invoiced. Additional cost can be claimed only, if they are external (cost incurred by the Purchaser within his own organization are explicitly excluded), agreed with the Supplier and could not be avoided or reduced. Purchaser cannot choose his own remedy and claim the cost to Supplier without written consent. 

Article VII: Industrial property rights

1. Supplier ensures that any company name of a producer, brand name, product name, product code or otherwise mentioning, promotion and sale of products is agreed with the owner of industrial property rights. Any document from a third party, that is sent and distributed by the Supplier is distributed in agreement with the owner of the document.
2. In case any other third party should claim any misconduct concerning industrial property rights, Purchaser shall inform Supplier immediately. Supplier is obliged to clarify such claims without delay and in cooperation with the represented Producers.

Article VIII: Conditional performance

1. The performance of this contract is conditional upon that no hindrances attributable to German, EU or international trade rules exist.
2. Purchaser shall provide any required documents and information concerning export, import, transport and fiscal authorities as needed to execute the contract. Failure to do so results in cancellation of the contract without any reimbursement in relation with damages or otherwise to Purchaser.

Article IX: Impossibility of performance

1. Supplier shall not be held responsible and there will be no claims to Supplier whatsoever if Supplier is, by no reasonable influence from the side of Supplier, not capable of honoring the contract within the given time limits. This incorporates, but is not limited to
   1. Force Majeure: Severe plant disruptions, strike, extreme weather, severe transport disruptions, strike, acts of war, …
   1. Unforeseen lack of availability for raw materials, machine break-down, severe and unforeseen illness of key people in the value chain or any other reason, beyond the influence of Supplier, to provide ordered materials in full in time.
   1. Unforeseeable plant disruptions, change of shipping routes or other significant delays beyond control of Supplier
   1. Severe changes in financial arrangements, like bankruptcy of any member of the value chain, financing partners, severe illness or death of owners or members of the Board of business partners.

Article X: Venue and Applicable law

1. Sole venue for all disputes is the Supplier’s place of business unless specifically agreed in writing and signed by the Supplier.
2. Any business contract and interpretation thereof shall be governed by German Law.

Article XI: Severability Clause

1. The legal invalidity of one or more provisions in these Terms & Conditions or in any written agreement with the Supplier affects in no way the remaining provisions in these Terms & Conditions.
2. Any change of conditions or agreement, deviating from the above clauses need agreement in writing and the Supplier’s signature.

Bizzypack GmbH

Titz

May 2019