Article 1. Definitions.
Unless expressly stated otherwise, the sales conditions used in these general terms and conditions are defined as follows.
User: Dutchpacks B.V. the user of the general terms and conditions.
Client: the counterparty of the user.
Contract: the contract for the provision of services.
Article 2: General
These conditions apply to all offers, quotations and all agreements between the user and a client to which the user has declared that these conditions apply, insofar as the parties do not have specific written agreements stating the contrary.
These conditions also apply to all agreements with the user that are concluded with the help of third parties.
Deviations from these general conditions are only valid if they have been expressly agreed in writing.
The applicability of any purchasing or other conditions of the client is expressly rejected.
If one or more provisions of these general conditions or of the associated agreement are null and void or are annulled, the other provisions of these general conditions and the agreement will remain fully applicable. In that case, the user and client will consult to reach agreement on replacing the invalid provisions with new ones that approximate the purpose and scope of the original provisions as closely as possible.
Used machines are delivered without CE. CE is the responsibility of the buyer, unless otherwise stated in the invoice or the agreement. New machines are CE approved and have a warranty of 12 months after installation/or collection date on a carry-in basis (location Roosendaal, Hoge Bergen 17). Transport costs are for the Client.
Article 3: Offers and quotations and agreements, contracts and invoices
All offers are without obligation, unless otherwise stated in the offer in writing and expressly. Unless otherwise stated, the prices stated in the said offers and quotations are exclusive of VAT and other government levies and also the costs incurred in connection with the agreement, including shipping and administration costs, unless otherwise stated.
If the acceptance (on minor points) deviates from the offer included in the quotation, the user is not bound by those deviating points. Subject to a declaration to the contrary by the user, the agreement will not be concluded in that case based on those different points.
A composite quotation does not oblige the user to perform part of an assignment for a corresponding part of the stated price.
Offers and quotations do not automatically apply to future orders.
The validity period of all offers and quotations made by the user is 30 days, unless otherwise stated in the offer/quotation.
All technical specifications provided are in accordance with the original package insert and specifications of the manufacturer. Dutchpacks B.V. is never liable for deviations or imperfections. Data is only an indication and no rights can be derived from this data. User is not responsible for any deviations and cannot be held liable for any damage.
All machines are sold according to the stated and/or known information, such as serial number and year of manufacture. Year of manufacture and serial number are only available from the existing machine ID plate. User is not responsible for any deviations and cannot be held liable for any damage. Client has no rights if data appears incorrect at any time.
Article 4: Execution of the contract, information and resources
User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship and the expertise that the client may reasonably expect from the user. However, the user does not guarantee that any intended result will be achieved.
The user determines how and by whom the assignment is executed, but acts as much as possible in accordance with the wishes indicated by the client. If and to the extent that proper execution of the agreement requires this, the user reserves the right to have the work carried out by third parties.
The client will ensure that the user is provided in a timely and complete manner with all information, including changes therein, in the form and manner that the user indicates is necessary for the execution of the agreement or that the client may reasonably expect from him. If the data required for the execution of the agreement are not provided to the user in a timely or complete manner, the user reserves the right to suspend the execution of the agreement and/or to charge the client for additional costs incurred as a result of the delay at the current market rates.
The client ensures that the user receives all resources and facilities in a timely manner that the user indicates are necessary and that the consumer may reasonably expect to be necessary for the performance of the agreement and that these are available and function correctly at all times. If the user is not provided with sufficient resources that are necessary for the performance of the agreement, the user reserves the right to suspend the performance of the agreement and/or charge the client for additional costs incurred as a result of the delay at the current market rates.
The client guarantees the correctness, completeness and reliability of the information, resources and facilities that he provides or has made available to the user. The user cannot be held liable for damage of any nature whatsoever caused by the user’s use of incorrect and/or incomplete information provided by the client, unless the user should have been aware of that incorrectness or incompleteness.
The client is obliged to inform the user without delay of changes in the data provided and other facts and circumstances that may be important for the performance of the agreement.
If it has been agreed that the agreement will be executed in phases, the user reserves the right to suspend the execution of the components that form part of a subsequent phase until the client has approved the results of the preceding phase in writing.
If the user or third parties engaged by the user in the context of the assignment perform work at the client’s location or a location designated by the client, the client will provide those employees free of charge with the facilities that are reasonably required by those employees.
Article 5: Modification of the contract
If during the execution of the agreement it becomes apparent that changes or additions to the work are necessary for the correct execution of the agreement, the parties will consult in a timely manner and adjust the agreement accordingly.
Changes or additions to the agreement agreed by the parties may result in a change in the delivery date. The user will inform the client as soon as possible of changes in the delivery date. Changes or additions to the agreement do not entitle the client to compensation or reimbursement of advance payments made.
If the change or addition to the agreement has financial and/or qualitative consequences, the user will inform the client of this in advance. The user has the right to charge the client additional costs.
If a fixed fee has been agreed, the user will indicate to what extent the change or addition to the agreement will lead to an excess of that fee.
All stated technical details and limitations of the machine are according to the specifications of the original manufacturer (such as plate size, can diameter range, can height range, production speed, kW, technical characteristics etc.). User is not responsible for any deviations. All machines are sold according to the stated and/or known information, such as serial number and year of manufacture. Year and serial number are only available from machine ID plate. User is not responsible for any deviations and cannot be held liable for any damage.
If one or more machines or parts sold by user to client cannot be delivered by user due to unforeseen circumstances or availability, user is entitled to cancel this part of the agreement and deduct the value of this machine(s) and/or part(s) from the total value of the contract or user will replace the machine(s) and/or part(s) with an equivalent and technically comparable machine(s) and/or part(s). In this case user does not need to have exclusive permission from customer to change the contract. In none of these situations is the user liable for any damage or loss of profit of the client.
All quotes, documents and paperwork are subject to printing and typing errors.
Article 6: Duration of the agreement; implementation period
The agreement between the user and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
A term agreed upon during the term of the agreement for the completion of the work is in no case a fatal term. The delivery times stated are estimated and the user can extend the delivery time by a maximum of 6 months without the client’s permission. If the delivery time exceeds this term, the user requires the client’s permission to exceed the 6 months. If the implementation term is exceeded, the client must therefore give the user written notice of default. The user has the right in any case to extend the delivery time.
Unless it has been established that implementation of the agreement has become permanently impossible, the agreement cannot be terminated by the client due to exceeding the term, unless the user also fails to fully execute the agreement or does not execute it within a reasonable term that he has indicated in writing after the expiry of the agreed delivery time.
In case of non-delivery of a single machine, a new delivery date will be paid before the contract execution date due to the failure of the user or the deposit will be returned. If a complete line is not delivered due to a failure of the user, the deposit of the line can only be returned to the customer if not even one part of the line has been delivered or is ready for delivery. If one or more parts of the line are delivered or are ready for delivery, the customer has no right to a refund of the deposit and the contract must be extended under all circumstances.
Article 7: Termination
Each party is entitled to terminate the agreement with due observance of a notice period deemed reasonable in the given circumstances and by the end of a calendar month, unless the parties have agreed otherwise. Termination must be made in writing. Costs incurred by the user and (advance) payments made by the client will under no circumstances be returned.
If the agreement is terminated prematurely (if the agreement has been entered into for a fixed period) by the client, the user is entitled to compensation for damages due to the resulting and demonstrable loss of occupancy rate, unless the termination is a response to facts and circumstances that can be attributed to the user. The client is also obliged to pay the invoices for work performed up to that point.
If the agreement is terminated prematurely by the user, the user will, in consultation with the client, ensure that the work not yet performed is transferred to third parties, unless the termination is due to facts and circumstances that can be attributed to third parties other than the client.
If the user incurs additional costs when transferring the work, the client is obliged to reimburse these costs to the user, taking into account the provisions of articles 8 and 9 of these general terms and conditions.
Article 8: Fee or commission
The parties may agree on a fixed fee or commission when concluding the agreement.
If no fixed fee has been agreed, the fee will be calculated on the basis of the hours actually worked. The fee will be calculated at the user’s usual hourly rates for the period in which the work is performed, unless a different hourly rate has been agreed.
The fee and any cost estimates are exclusive of VAT.
For assignments with a duration of more than two months, the costs due will be charged periodically.
If the user agrees on a fixed fee or hourly rate with the client, the user is nevertheless entitled to increase that fee or rate, for example in cases where changes or additions are made to the agreement.
The user is also authorised to pass on price increases to the client if cost-determining factors such as salaries are increased between the time of the quotation and delivery.
User is furthermore entitled to increase the fee if, during the performance of the work, it appears that when entering into the agreement, the originally agreed or anticipated amount of work was underestimated for reasons not attributable to user, such that user cannot reasonably be expected to perform the agreed work for the originally agreed fee. User will inform client of its intention to increase the fee or rate. User will state the amount of the increase and the date on which it will take effect.
Article 9: Payment
Payment must be made within the terms on the invoice, without any deduction, discount or settlement by depositing or transferring the amount due to the bank or giro account specified by the user. Objections to the amount of the invoices do not suspend the payment obligation.
If the client does not pay within the term, the client is legally in default. In that case, the client owes interest equal to the statutory commercial interest at that time. The interest on the amount due is calculated from the moment the client was in default until the moment of full and final settlement, whereby a part of a month is considered a full month. Dutchpacks B.V. also has the full right to revise the previously agreed payment conditions and to amend these conditions and to invoice the work performed immediately with or without the permission of the client, if the client has not made the (partial) payment for a certain period such as the originally agreed period longer than three calendar months.
In the event of liquidation, bankruptcy or granting of a moratorium on payments, the user’s claims on the client are immediately due and payable. No refund or cancellation of the order is possible.
The user reserves the right to have payments by the client first apply to the payment of costs, then to outstanding interest and finally to the principal sum and the current interest. The user can refuse a payment offer, without being in default, if the client indicates a different order of allocation. The user can refuse full payment of the principal sum if the interest and costs due and current are not paid simultaneously.
Deposits paid to the user will not be refunded under any condition or circumstance. In the event of cancellation of the order by the client, deposits will be retained by the user and additional costs and work carried out will be invoiced separately.
Payment by letter of credit is only accepted from A-class listed banks and must be irrevocable and confirmed. The costs for the letter of credit are for the account of the buyer.
Customer will receive three payment requests by email after late payment. The first reminder gives 30 calendar days to make the outstanding payment. The second reminder gives 14 calendar days to make the outstanding payment and the last (third) reminder gives 14 calendar days to make the outstanding payment. If Dutchpacks B.V. has not received the full outstanding payment after this period, Dutchpacks B.V. has the right to cancel the order and deduct all costs incurred to prepare the order from the deposit received. The customer could lose the entire deposit and receive an invoice if the deposit does not cover all costs incurred by Dutchpacks B.V. to prepare the order.
Article 10: Retention of ownership
All goods supplied by the user, including designs, sketches, drawings, films, software, (electronic) files, machines on installment payments or rental, etc., remain the property of the user until the client has fully fulfilled all obligations under the agreement entered into.
The client is not authorised to pledge or otherwise encumber the items subject to the retention of title.
If third parties seize the items delivered under retention of title or wish to establish or assert rights thereto, the client is obliged to inform the user as soon as may reasonably be expected.
The client is obliged to insure and keep insured the items delivered under retention of title against fire, explosion and water damage and against theft and to make the insurance policy available for inspection upon first request.
Items supplied by the user to which the retention of title as referred to in paragraph 1 of this article applies may only be resold in the context of normal business operations and may under no circumstances be used as a means of payment.
If the user wishes to exercise its ownership rights as provided for in this article, the client hereby grants unconditional and irrevocable permission for the user or third parties engaged by the user to enter the places where the user’s property is located and to repossess that property.
Article 11: Collection costs
All judicial and extrajudicial (collection) costs that the user reasonably incurs in connection with the failure or untimely fulfillment of his payment obligations by the client, shall be borne by the client.
The client owes interest on the collection costs.
Article 12: Inspection and complaints
Complaints about the work performed must be submitted to the user in writing by the client within 8 days of discovering the defects, but no later than 14 days after completion of the relevant work. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that the user can hold an adequate person responsible. A complaint does not suspend the client’s payment obligation, unless and to the extent that the user has informed the client in writing that he considers the claim to be (partially) justified.
If the complaint is justified, the user will still perform the work as agreed, unless it can be demonstrated that it no longer provides any benefit to the client. The client is responsible for indicating in writing that this is the case.
If performance of the agreed work is no longer possible or advantageous, the user can refund part of the fee already paid without continuing the assignment and the user can only be held liable in this respect within the stated limitations. In article 16.
Article 13: Expiration period
Notwithstanding the provisions of Article 12, the client is obliged to inform the client if he is or remains of the opinion that the user has not executed the agreement on time, in full or incorrectly – unless this is done in accordance with the provisions of Article 12.1. The user as such in writing and without delay and his right to claims on that basis within one year after the date of that notification, or within one year after the time at which notification should have taken place, failing which all his rights and claims in this regard will lapse upon expiry of the period stated above.
Article 14: Suspension and dissolution
The User is entitled to suspend the fulfillment of its obligations or to terminate the agreement if:
The customer does not or not fully fulfill his contractual obligations.
After entering into the agreement, the user becomes aware of circumstances that give the user good reason to assume that the client will not fulfill its obligations. If there are good reasons to assume that the client will only partially or not properly fulfill its obligations, suspension is only permitted if the shortcoming justifies this.
When entering into the agreement, the client was obliged to provide security for the fulfillment of its contractual obligations and has not provided this security or has not provided sufficient security.
Furthermore, the user is authorized to terminate the agreement or have it terminated if circumstances arise that are of such a nature that fulfillment of the agreement is no longer possible or can no longer be required according to the standards of fairness and equity, or if circumstances arise. A nature that the contract cannot reasonably be left in force in unchanged form.
If the agreement is terminated, the claims of the user on the client are immediately due and payable. If the user suspends the fulfillment of his obligations, he retains his claims under the law and agreement.
The user reserves the right to claim damages at all times.
Article 15: Losses
User can never be held liable for indirect damage, including consequential damage, lost income, missed savings or damage due to business stagnation. The above is subject to intent in case of intent or gross negligence of the user.
Article 16: Liability
If the user is held liable, that liability is limited to what is stipulated in this article.
The user is not liable for damage caused by the client’s failure to comply with the notification obligation under article 4.3 or the fact that the information provided by the client is not in accordance with the provisions of article 4.5, unless that damage is the result of intent or gross negligence on the part of the user.
Nor is the user liable for damage caused by actions or omissions of third parties engaged by the client in the execution of the assignment, unless such damage is caused by intent or gross negligence on the part of the user.
The user is also at all times authorized to limit or undo the damage to the client as much as possible, for which the client is obliged to provide all cooperation.
The user can never be held liable for indirect damage, including consequential damage, lost income, missed savings or damage due to business stagnation. The above is subject to intent in the event of intent or gross negligence on the part of the user.
Article 17: Indemnification
The client indemnifies the user against claims from third parties with regard to intellectual property rights on materials or information provided to the client that are used in the execution of the agreement.
If the client provides the user with information carriers, electronic files or software etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.
The client indemnifies the user against claims from third parties with regard to damage related to or resulting from the assignment carried out by the user if and to the extent that the user is not liable to the client in this regard on the basis of the provisions of article 16.
Article 18: Transfer of risk
The risk of loss or damage to the goods that are the subject of the agreement shall pass to the client at the time when they are legally and/or actually delivered to the client or according to agreed incoterms (rules) and are thus made available to the client or a third party designated by the client for that purpose.
Article 19: Force majeure
Parties are not required to fulfill any obligation if they are prevented from doing so as a result of a circumstance beyond their control and for which they cannot be held liable under the law, a legal act or generally accepted views.
In these general terms and conditions, force majeure is understood to mean – in addition to what is considered as such by law and precedent – all circumstances, foreseen or unforeseen, over which the user has no influence, but which prevent the user from fulfilling its obligations.
This also applies to strikes in the user’s company.
The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after the user should have fulfilled its obligation.
The parties may suspend the obligations under the agreement during the period that the force majeure continues. If the period of force majeure lasts longer than four months, each of the parties is obliged to discuss the situation and to find a solution.
If the user has already partially or partly fulfilled its contractual obligations at the start of the force majeure and the obligations fulfilled or to be fulfilled can be independently attributed value, the user reserves the right to separately invoice the obligations already fulfilled or to be fulfilled. The client is obliged to pay these costs as if it were a separate contract.
Article 20: Confidentiality
Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is considered confidential if the other party has been informed of this or if this is evident from the nature of the information.
If the user is obliged by law or a court ruling to disclose confidential information to third parties designated by law or the competent court, and the user cannot rely on a legally recognized or permitted privilege or by the competent court, the user is not obliged to pay compensation for damage or other damages and the other party is not entitled to terminate the agreement on the grounds of the damage caused thereby.
Article 21: Intellectual property and copyrights
Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and authorities to which the user is entitled under the Copyright Act. All reports, recommendations, contracts, designs, sketches, drawings, software, etc. issued by the user are exclusively intended for use by the client and the client may not reproduce, publish or communicate these to third parties without the user’s prior consent, unless otherwise determined by the nature of the documents provided. The user reserves the right to use the information obtained through the performance of the work for other purposes, provided that this does not result in confidential information being disclosed to third parties. Article 22. No takeover of personnel The client will refrain from employing or otherwise using the services, directly or indirectly, of employees of the user or of companies that have been engaged by the user in the performance of this agreement or that are or have been involved in the performance of the agreement, during the term of the agreement and for one year after its termination, other than after proper consultation with the user.
Article 22: Warranty
The warranty period on new machines is 12 months and 2 weeks starting after the machine is picked up in Roosendaal. The warranty does not apply to parts subject to wear. The defective part can be sent to us and we will then send a new part free of charge. If you want us to come by during this period, we will charge the costs of travel, labor and fuel.
We do not provide a warranty on second-hand machines unless otherwise stated in the quotation and/or indicated on the invoice.
Article 23: Disputes
Unless mandatory law prescribes otherwise, the court in the place of establishment and/or vicinity of the user shall have exclusive jurisdiction.
The parties shall only appeal to the court after they have made every effort to resolve the dispute by mutual agreement.
Article 24: Applicable law
All legal relationships between user and client to which these general terms and conditions apply are governed by Dutch law. The Vienna Sales Convention is expressly excluded.
Article 25. Source of the conditions
These conditions can be found on our websites www.dutchpacks.com and www.sluitmachine.nl and will be sent to you by e-mail upon first request, we also add the general conditions to the issued quotation.
The version that was applicable at the time the agreement was concluded applies at all times, this version is from 26-10-2023.