General terms and conditions

Article 1: General
In these general terms and conditions, hereinafter referred to as “conditions”, the following is understood:
- Paco Verpakkingen: the private limited company Paco Verpakkingen, with its registered office in Amsterdam, being the user of these conditions.
- Counterparty: any legal entity or natural person who has entered into an agreement with Paco Verpakkingen, or has received an offer from Paco Verpakkingen to that effect.
- Product: all products traded and manufactured by Paco Verpakkingen, including but not limited to paper and plastic packaging materials.

Article 2: Offer and agreement
1. Stipulations that deviate from the stipulations in these conditions, such as the counterparty's purchasing or other conditions, are not in force between the parties, unless these have been established in consultation with Paco Verpakkingen and have been expressly accepted in writing by Paco Verpakkingen as such. Where in these conditions reference is made to “in writing”, this also includes a message sent by e-mail, even if it is not signed due to the (automatic) method of sending.
2. The counterparty's conditions only have effect if they do not conflict with the conditions of Paco Verpakkingen. In case of doubt or dispute, the conditions of Paco Verpakkingen shall prevail. Changes to and/or additions to the conditions are confirmed to the counterparty in writing.
3. The counterparty who has previously entered into agreements with Paco Verpakkingen is deemed to have tacitly agreed to the applicability of the conditions to later agreements with Paco Verpakkingen.

Article 3: Quotations
1. All quotations and offers made by Paco Verpakkingen are without obligation, unless expressly stated otherwise in the quotation or offer; they can still be revoked by Paco Verpakkingen immediately after acceptance by the counterparty.
2. If the offer is composed of different amounts, Paco Verpakkingen is not obliged to execute a part of an offer for a corresponding part of the price stated in the offer.
3. Without prejudice to the foregoing, the quotations and offers of Paco Verpakkingen are valid for a period of one month from the day the offer or quotation was sent, or for such a shorter period as indicated in the offer or quotation.

Article 4: The agreement: commencement/duration/suspension/termination
1. The agreement is concluded at the moment that the counterparty has declared its written consent to the order confirmation of Paco Verpakkingen or Paco Verpakkingen has declared its written consent to the order confirmation of the counterparty. The conclusion of an agreement can also be proven by the parties in another way.
2. Verbal promises by employees of Paco Verpakkingen are not binding unless they are subsequently confirmed in writing by the person(s) authorized to do so.
3. If the counterparty can only terminate an agreement by observing a notice period, this termination must be made by registered letter with acknowledgment of receipt, observing that notice period.
4. A change to and/or addition to an agreement is only concluded when it has been expressly accepted in writing by Paco Verpakkingen. Changes must be communicated to Paco Verpakkingen in writing and in a timely manner.
5. If the counterparty fails to fulfil its obligation or gives Paco Verpakkingen good reason to fear that it will fail to fulfil its obligation, Paco Verpakkingen is entitled to suspend the fulfilment of its corresponding obligations, as well as those arising from the same legal relationship or from matters that the parties have regularly conducted with each other, without prejudice to the rights to which Paco Verpakkingen is entitled by law or by the conditions.
6. The counterparty who wishes to hold Paco Verpakkingen liable on the grounds of a breach of the agreement must make this known by registered letter with acknowledgment of receipt and offer Paco Verpakkingen the opportunity to terminate the agreement (in part).
7. Without prejudice to any further rights and the provisions elsewhere in the conditions and without prejudice to the right to compensation, Paco Verpakkingen can, without judicial intervention by means of a written extrajudicial declaration, terminate the agreement:
- In the event that the counterparty is in default with the payment of its payment obligations;
- The counterparty requests a suspension of payments;
- The counterparty is declared bankrupt;
- The counterparty is declared subject to the Debt Restructuring (Natural Persons) Act (WSNP);
- The counterparty loses full or partial free disposal of its assets or income;
- A significant part of the counterparty's assets or income is seized and this attachment is not lifted within a reasonable period;
- In the event that the counterparty sells or liquidates its business;
- In the event that Paco Verpakkingen's credit insurer withdraws the credit limit issued for the benefit of the counterparty or restricts this credit limit.
Paco Verpakkingen does not have the right of termination if the counterparty's shortcoming, in view of its special nature or minor significance, does not justify the termination with its consequences.
8. The counterparty is obliged to provide security for the fulfilment of its obligations after a request to that effect.

Article 5: Performance
1. The counterparty is aware that Paco Verpakkingen makes use of third parties in order to be able to perform the agreement as optimally as possible. Paco Verpakkingen reserves the right to have work performed by third parties at all times.
2. The agreement is performed in mutual consultation between Paco Verpakkingen and the counterparty, however, the manner in which the agreement is performed is determined by Paco Verpakkingen.
3. Paco Verpakkingen endeavours to perform the agreement to the best of its ability. However, it can never be obliged to perform an agreement that infringes a right, is contrary to a legal obligation, or to what is appropriate in social conduct according to unwritten law.
4. Paco Verpakkingen reserves the right to make minor changes to the agreement (as stated in the quotation or offer), without being liable for damages as a result and/or without the counterparty having the right to cancel or terminate the agreement.
5. Deviations from the agreed thickness, length, width, or colour of the delivered products must be assessed on the basis of an average specimen of the delivered products and not on the basis of a few exceptional specimens.
6. Minor colour deviations between two or more orders or delivered products may occur. Paco Verpakkingen is not liable for this.
7. Minor colour deviations between a design or image of a product and the delivered product may occur. Paco Verpakkingen is not liable for this.
8. The permissible deviation of the agreed format (length and/or width) for plastic film on rolls and for bags made of plastic film is 5%.
9. The permissible deviation of a single measurement from the agreed thickness is for:
- Polyethylene up to and including 40 mμ + or -15%;
- Polyethylene above 40 mμ + or – 10%;
- Paper up to and including 40gr/m2 + or -20%;
- Paper up to and including 80 gr/m2 + or -10%;
- Paper up to and including 120 gr/m2 + or – 8%;
- Paper above 120 gr/m2 + or – 6%.
10. Excess or short deliveries are deemed to be in accordance with the agreed quantities and/or numbers if the deviations in quantity or numbers are no more than:
- Up to and including 5,000 pieces/linear meters/kilograms: + or - 30%;
- Up to and including 10,000 pieces/linear meters/kilograms: + or - 25%;
- Up to and including 25,000 pieces/linear meters/kilograms: + or - 20%;
- Up to and including 50,000 pieces/linear meters/kilograms: + or - 15%;
- More than 50,000 pieces/linear meters/kilograms: + or - 10%.
11. When applying any code to packaging, including the EAN code, Paco Verpakkingen accepts no liability whatsoever for the usability, nor for the consequences of the inability to read or the incorrect reading of such a code by the appropriate equipment.
12. The counterparty guarantees Paco Verpakkingen that it is entitled to reproduce and use all designs, images, and texts provided by or on behalf of the counterparty and indemnifies Paco Verpakkingen against all claims by third parties on the grounds of industrial/intellectual property rights to which these are entitled with regard to these designs, images, and texts.
13. Residues (waste, scrap) of materials or semi-finished products provided by the counterparty for production are deemed to have been transferred to Paco Verpakkingen as its property by the counterparty.
14. Paco Verpakkingen reserves the right to use the products manufactured on behalf of the counterparty for publicity purposes, unless expressly agreed otherwise. The counterparty indemnifies Paco Verpakkingen against all claims by third parties on the grounds of the industrial/intellectual property rights to which these products are entitled with regard to these designs, images, and texts.

Article 6: Prices
1. All agreed prices are binding and exclusive of the value-added tax due on them as well as exclusive of levies.
2. If, during the period between the date of the quotation or offer and that of delivery, the cost prices, including but not limited to, a rise as a result of the cost prices of raw materials, resources, environmental taxes, exchange rate changes, the prices of parts that Paco Verpakkingen obtains from third parties, wages, salaries, social security contributions, taxes, duties, or fees, transport, etc., undergo an increase, or, in the case of instalments, the cost prices undergo an increase during those instalments, Paco Verpakkingen is entitled to increase the price to be charged to the counterparty accordingly.
3. Paco Verpakkingen has the right to stipulate that the counterparty pays a deposit before the products are delivered. The amount of this is determined by Paco Verpakkingen with due regard for reasonableness.
4. All prices used by Paco Verpakkingen are in euros, unless otherwise agreed in writing.

Article 7: Payment
1. All payments must be made, without any deduction, discount, or set-off, at our offices or to our bank account. Payments to a representative or to (other) employees are only valid if a receipt signed by a director or authorised signatory of Paco Verpakkingen is issued.
2. Unless expressly agreed otherwise, payment must be made within 14 days of the invoice date.
3. Every partial delivery is considered a separate delivery and must be paid for separately by the counterparty.
4. If payment has not taken place within the set term, the counterparty owes us an interest of 1.5% per month without prior notice of default or the default interest as referred to in art. 6:119a of the Dutch Civil Code if this is higher.
5. In the event of late payment, the counterparty is obliged to provide security for the fulfilment of its obligations towards Paco Verpakkingen upon the first request of Paco Verpakkingen.
6. If the counterparty fails to fulfil its payment obligations or does not do so properly, all as stated in paragraph 2 above, it is in default without any further demand or notice of default being required. Paco Verpakkingen then has the right to claim all extrajudicial collection costs of the counterparty from the counterparty. These are set at 15% of the invoice amount with a minimum of €75.00, without prejudice to Paco Verpakkingen's right to claim additional damages.
7. Of the incoming payments from the defaulting counterparty, these extrajudicial costs and interest will then be paid first, after which the oldest outstanding invoices will be settled with the remaining amount.
8. If the counterparty attempts to arrange a debt settlement with its creditors, in the event of bankruptcy, a request for a suspension of payments or WSNP, seizure and/or liquidation of the company as well as in the event of death and/or being placed under guardianship and/or withdrawal of a credit limit issued for the benefit of the counterparty by Paco Verpakkingen's credit insurer, everything that Paco Verpakkingen has to claim from the counterparty is immediately due and payable, without prejudice to the right to claim additional damages.

Article 8: Retention of title
1. Paco Verpakkingen retains the ownership of all products delivered or yet to be delivered by it to the counterparty until the purchase price for all these products has been paid in full. The reserved ownership also applies to all obligations arising from this agreement that Paco Verpakkingen may obtain against the counterparty.
2. As long as the ownership of the delivered products has not passed to the counterparty, the latter is not permitted to transfer the ownership of these delivered products to third parties, to pledge them or otherwise encumber, alienate, or make them available for use, under any title whatsoever, unless otherwise agreed in writing.
3. The counterparty is obliged to store the products delivered under retention of title with the necessary care and as the recognisable property of Paco Verpakkingen.
4. If the counterparty fails to fulfil its payment obligations towards Paco Verpakkingen or gives Paco Verpakkingen good reason to fear that it will fail to fulfil those obligations as well as in cases as referred to in article 4, Paco Verpakkingen is entitled to take back the products delivered under retention of title. The counterparty hereby grants Paco Verpakkingen permission to take possession of the goods in question and to enter the spaces where the goods in question are located as well as those that provide access to them.
5. The counterparty is obliged to immediately inform Paco Verpakkingen in writing of the fact that third parties are asserting rights to the product on which Paco Verpakkingen's retention of title rests.
6. The designs, dies, printing plates, image carriers and lithographs, tools, and the like manufactured for the counterparty, as well as the copyrights resting on them, remain the property of Paco Verpakkingen unless otherwise agreed and it is not obliged to transfer them.

Article 9: Delivery
1. All deliveries by Paco Verpakkingen are made ex works/warehouse to the carrier and/or to the counterparty's address, according to a delivery term to be agreed upon, valid on the date of the offer or agreement. If the delivery is made to the counterparty's address, Paco Verpakkingen may continue to consider the address specified by the counterparty as such until a new address has been communicated to it.
2. The costs of transport are for the account of the counterparty, unless free delivery has been agreed. From the moment that the sold goods or a part thereof are loaded for delivery, the counterparty bears the risk for all direct or indirect damage that may arise to or through these goods for the counterparty or third parties. If the counterparty refuses the delivered goods upon offer, the costs of transport are for the account of the counterparty.
3. The delivery term is based on the circumstances prevailing at the time the agreement was concluded. The delivery time is extended by the time that Paco Verpakkingen is temporarily unable to deliver due to force majeure, as described in article 13 of these conditions, as a result of extraordinary circumstances, even if these are for the account of Paco Verpakkingen according to common opinion, even if these circumstances were foreseeable at the time the agreement was concluded or the order was obtained. Exceeding the delivery term for whatever reason will never entitle the counterparty to any compensation, except in the case of intent or gross negligence on the part of Paco Verpakkingen.
4. Except in the case of gross negligence on the part of Paco Verpakkingen, exceeding the delivery term does not give the counterparty the right to dissolve the agreement in whole or in part.
5. If no other term has been agreed for delivery on demand, the maximum term within which the delivery must be called off is three months after notification of readiness or such a shorter period as must be considered reasonable in the given circumstances. In the case of delivery on demand, the counterparty is deemed to have agreed that the delivery took place at the time agreed for call-off. If actual delivery has not taken place at that time, Paco Verpakkingen will act as custodian for the counterparty from that moment. In that case, Paco Verpakkingen is entitled to charge storage costs.
6. For plastic film on rolls and for bags made of plastic film, the permissible deviation from the agreed size (length and/or width) is 5%.

Article 10: Typesetting, printing, and/or other proofs
1. The counterparty is obliged to carefully examine the typesetting, printing, or other proofs received by it from Paco Verpakkingen, whether or not at its request, for errors and defects and to return them to Paco Verpakkingen corrected or approved with due speed.
2. Approval of the proofs by the counterparty is considered as an acknowledgment that Paco Verpakkingen has correctly performed the work preceding the proofs.
3. Paco Verpakkingen is not liable for deviations, errors, and defects that have remained unnoticed in the proofs approved or corrected by the counterparty.
4. Any proof manufactured at the request of the counterparty will be charged in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price.

Article 11: Defects/Complaints
1. The counterparty is obliged to inspect the delivered goods at the time of delivery.
2. Complaints must be submitted to Paco Verpakkingen by registered letter with acknowledgment of receipt or by email within eight (8) days after receipt of the goods by the counterparty. Defects/complaints due to a shortfall, deviation from the specified specification, or externally observable damage must be submitted to Paco Verpakkingen by registered letter with acknowledgment of receipt or by email with acknowledgment of receipt within eight (8) days after delivery of the goods. Defects/complaints must be described in detail by the counterparty.
3. Complaints do not give the counterparty the right to suspend payment of what is owed by it. If the complaint is well-founded, Paco Verpakkingen will, at its discretion, either pay a reasonable compensation up to a maximum of the invoice value of the delivered goods to which the complaint relates, or replace the delivered goods free of charge, upon return delivery of the original delivered goods. Paco Verpakkingen is not obliged to pay further compensation or compensation for indirect matters.
4. The counterparty does not have the right to refuse to accept the sold goods or to return them, unless Paco Verpakkingen has agreed to this in writing. In the event that the counterparty believes that the goods delivered by Paco Verpakkingen do not correspond to what it has sold to the counterparty, it must immediately inform Paco Verpakkingen and give it the opportunity to inspect the delivered goods. Processed goods are deemed to have been approved. In all cases where delivery is not free of charge, the counterparty has the right to inspect the goods at its own expense before loading, provided it informs Paco Verpakkingen in a timely manner of the intended inspection.

Article 12: Liability
1. The liability of Paco Verpakkingen for all direct damage and costs, which are caused by or are directly related to a shortcoming in the performance of the agreement, is at all times limited to a maximum amount that the insurer pays out under a liability insurance concluded by Paco Verpakkingen in this context, because of such a shortcoming. If the insurer does not proceed to payment under this insurance, for whatever reason, the liability of Paco Verpakkingen is limited to the net invoice amount.
2. Paco Verpakkingen is never liable for (all) indirect damage and costs, which are caused by or are directly related to a defect in the delivered products.
3. Paco Verpakkingen is not liable for damage caused by its personnel or by performers, suppliers, or third parties engaged by Paco Verpakkingen during the delivery of products, which are necessary for the performance of the agreement, including (the consequences of) exceeding the date on which the agreement should have been performed or samples should have been delivered.
4. Paco Verpakkingen is not liable for damage caused by its managerial staff, provided that this damage is not the result of intent or conscious recklessness.
5. If Paco Verpakkingen has executed an order based on the working drawings, diskettes, files, films, printing plates, printing stamps, or other printing forms made available by the counterparty, it will make every effort to achieve the best possible result. However, Paco Verpakkingen is never liable for the result.
6. If visual material is provided to Paco Verpakkingen without it being provided with a colour proof or chromalin, Paco Verpakkingen will make every effort to achieve the best possible result. However, Paco Verpakkingen is never liable for the result.
7. Paco Verpakkingen endeavours to deliver in accordance with the agreed order. Deviations with regard to agreed weights, quantities, sizes, colours, imprints, and/or other performance indications, do not give the right not to accept the delivery, unless the deviation is such that it is unacceptable.

Article 13: Force majeure
1. Force majeure in these conditions is understood to mean any circumstance independent of the will of Paco Verpakkingen – even if this was already foreseen at the time the agreement was concluded – which permanently or temporarily prevents the performance of the agreement, as well as, insofar as not already included therein: (civil) war, danger of war, (work) strike, lockout, transport difficulties, fire, and other serious disruptions in the business of Paco Verpakkingen or its suppliers.
2. If Paco Verpakkingen cannot or cannot properly fulfil its obligations as a result of force majeure – as described in paragraph 1 of this article – those obligations are suspended until the moment that Paco Verpakkingen is again able to perform the agreement in the agreed manner.
3. If Paco Verpakkingen is unable to fulfil its obligations to the counterparty within a reasonable period as a result of an event described in paragraph 1 of this article, both Paco Verpakkingen and the counterparty have the right to terminate the agreement existing between them, without Paco Verpakkingen being obliged to compensate the counterparty for any damage related to the termination.
4. If Paco Verpakkingen has already partially fulfilled its obligations at the time the force majeure occurs or can only partially fulfil its obligations, Paco Verpakkingen is entitled to invoice the already delivered or the deliverable part separately and the counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 14: Applicable law and choice of forum
1. These conditions and all agreements to which these conditions apply in whole or in part, or further agreements which are a result of such agreements, are governed by Dutch law.
2. These conditions have been drawn up in the Dutch language. In the event of a translation of the conditions into another language, the Dutch version applies as authentic and the terms used must be read and understood in the context of the Dutch legal system.
3. All disputes that may arise as a result of these conditions or an agreement to which the present conditions apply, or apply in part, or as a result of further agreements which are a result of such agreements, will in principle be settled exclusively by the competent court in the Amsterdam district, unless Paco Verpakkingen, for reasons of its own, wishes to summon the counterparty to appear before the competent court in his/her place of residence.