General Terms and Conditions of Purchase of OPTI-PACK 

In these terms and conditions of purchase, the following terms shall have the meanings set out below, unless expressly stated otherwise:

1. Customer: The general partnership Opti-Pack, registered under number 27270719 with the Chamber of Commerce.
2. Supplier: The natural or legal person from whom the Customer orders products.
3. Order: The Customer’s order to the Supplier for the delivery of products.
4. Products: All products/goods delivered or to be delivered to the Customer in execution of an order.
5. Services: The performances commissioned by the Customer from the Supplier, insofar as these do not consist of the delivery of products.
6. Specification: The description of the products to be delivered by the Supplier as set out in the order.
7. Agreement: The agreement between the Customer and the Supplier relating to the sale and delivery of products purchased by the Customer.

 

Article 2 – Applicability

1. These terms and conditions of purchase apply to all orders placed by the Customer and to all agreements arising from or connected with them. They also apply to all negotiations concerning such agreements, regardless of whether those negotiations result in an agreement. The Supplier is deemed to submit its offer based on these terms.
2. The Supplier’s general (delivery) terms and conditions are expressly excluded and are rejected in advance.
3. Deviations from or additions to these terms are only valid if the Customer has expressly agreed to them in writing.
4. In the event of discrepancies between the meaning of the Dutch text of these terms and that of translations in other languages, the Dutch text shall prevail.
5. In the event of any inconsistency or ambiguity between the documents forming the agreement, or within a document itself, the Supplier shall immediately inform the Customer. The Supplier shall not be entitled to additional compensation or an extension of the delivery period. The Customer shall determine which document prevails.
6. These terms and conditions of purchase also apply to supplementary, amended, and follow-up agreements with the Supplier.
7. If one or more provisions of these terms are wholly or partially void or annulled, the remaining provisions shall remain in force, and the void/annulled provision(s) shall be replaced by a provision with the same intent as the original. Any uncertainties about the content, interpretation, or situations not covered by these terms shall be assessed and interpreted in the spirit of these terms and conditions.
8. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

 

Article 3 – Order

1. A request for quotation by the Customer does not bind the Customer. The Supplier must respond to such a request within 7 working days.
2. The Customer is bound only by orders or purchase commitments that have been expressly confirmed in writing by the Supplier within a maximum period of 60 days after ordering. As long as the Supplier has not confirmed the order as described above, the Customer has the right to cancel or amend the order without providing reasons and without being liable for any damages suffered by the Supplier or its agents and/or (sub)suppliers.
3. A confirmed quotation may not be unilaterally altered by the Supplier, except in the event that the quoted products are no longer available. The Supplier must always consult with the Customer in such cases.
4. All agreements entered into between the parties are non-exclusive. The Supplier is not entitled to impose any restrictions on the Customer that would limit its freedom to purchase goods or products elsewhere.
5. The Customer shall at all times be entitled to alter the scope and/or composition of an order. The Supplier is obliged to carry out the modified order without additional costs, unless this cannot reasonably be expected. If the modification results in an increase in price, the Supplier must notify the Customer as soon as possible. If no timely notice is given — or if the price adjustment is not communicated within 7 calendar days — the Customer may assume that no price changes apply.
6. If a change in the order requires an adjustment of delivery times, the Supplier must inform the Customer and specify the expected delivery time.
7. If the execution of the order is subject to specific instructions from the Customer, it shall be carried out entirely at the Supplier’s expense and risk.
8. To the extent necessary for the performance of the order, all documents, files, specifications, and other materials provided by the Customer shall form an integral part of the agreement.

 

Article 4 – Prices and Payment

1. Unless otherwise agreed, the prices (excluding VAT) stated in the agreement shall be binding and fixed for a period of at least one year after the order confirmation, unless expressly agreed otherwise. Any changes thereto shall only be valid if confirmed by both parties. Price adjustments are only permissible in accordance with the price index applicable to the relevant industry.
2. The prices of the products include standard packaging, packing materials, and delivery to the destination designated by the Customer. Furthermore, the prices include all preparatory and other work required to meet the Customer’s requirements, descriptions, and specifications. In the absence thereof, the Supplier shall bear any additional costs.
3. The Customer shall only be liable for payment once the order has been fully executed, after which the Supplier may issue an invoice. The Customer applies a payment term of 45 days after receipt of the relevant invoice, unless otherwise agreed in writing. The invoice must comply with all legal requirements and must also include a delivery note signed by the Customer as proof of delivery.
4. If the delivered goods do not conform to the agreement, or if the invoice contains inaccuracies or fails to comply with legal requirements, the Customer is entitled to suspend payment until the delivery meets the agreement or the invoice has been corrected.
5. The Supplier is not permitted to assign its claims against the Customer to any third party without the Customer’s express consent.
6. The Customer is entitled to set off any claim it has against the Supplier. The Customer may also suspend payments to the Supplier if and insofar as the Supplier is in default with respect to obligations under current agreements between the parties. The Supplier shall not be entitled to any right of set-off or suspension.
7. In the case of storage of products, the Customer shall be obliged to make payment once such storage has commenced.
8. Unless otherwise agreed, the Customer is entitled to transfer its obligations to a third party without the Supplier’s consent.
9. If the Customer has paid advance amounts and the ordered goods are not delivered within the agreed period, the Supplier shall, unless otherwise agreed, owe at least the statutory commercial interest on the amounts paid in advance for the duration of the delay, regardless of whether the delay can be attributed to the Supplier.

 

Article 5 – Performance of the Agreement

1. The obligations arising from the agreement constitute obligations of result for the Supplier. The Supplier shall perform the Order within the period specified in the Order. This period shall commence on the date of the Order, unless otherwise agreed between the parties. If the Supplier fails to meet, or only partially meets, the specified deadline, the Supplier shall be in default. In such case, the Buyer shall be entitled to terminate the agreement immediately, without prior notice of default, in respect of both the delayed portion and the entire agreement. Termination may occur without judicial intervention and at the Supplier’s expense.
2. The Supplier is obliged to act transparently and to notify the Buyer without delay as soon as it reasonably suspects that it will be unable to meet the specified deadlines, availability requirements, or other obligations. Such notification shall at least include the nature of the circumstances, the measures taken by the Supplier, and, if known, the expected duration of the delay. Unless the delay is caused by force majeure, the Buyer shall be entitled to claim compensation for damages from the Supplier.
3. If and insofar as proper performance of the agreement requires, the Supplier shall have the right to have certain work performed by third parties at its own discretion. The Supplier is obliged to inform the Buyer thereof in a timely manner.
4. In the event of such a delay, the parties shall jointly determine a new delivery date. If necessary, the Supplier shall be obliged to store the Buyer’s goods in a suitable location and to take appropriate measures, at its own cost and risk, to prevent any loss of quality of the Buyer’s goods.
5. If there are any errors or ambiguities in the documentation prior to the conclusion of the agreement, the Supplier shall be obliged to request clarification from the Buyer.
6. Any (digital) data provided by the Buyer for the performance of the agreement must be clearly marked by the Supplier as the property of the Buyer. The Supplier is prohibited from disclosing such data to third parties or using or retaining it for any purpose other than that for which it was provided. The Supplier is obliged to return such data to the Buyer free of charge upon the Buyer’s first request.
7. The Supplier is not permitted to contact the Buyer’s customers directly, regardless of the reason.
8. The Supplier is obliged to inform the Buyer as soon as it reasonably suspects or becomes aware of the “End-of-Life” status of the Product.

 

Article 6 – Delivery

1. The Supplier shall package and/or secure the goods, taking into account their nature and characteristics, in such a way that they reach the destination in good condition during normal transport and can be safely unloaded there. Any specific packaging and/or security requirements set by the Customer must be observed by the Supplier. The Customer shall provide such instructions in good time. The Customer is entitled to refuse any delivery that does not comply with the above. Under no circumstances shall the Customer be liable for any damages suffered by the Supplier as a result.
2. All agreed delivery periods are final deadlines. Upon exceeding these, the Supplier shall be in default without further notice of default. If agreed, the Supplier may be required to pay an immediately payable penalty of 10% of the gross invoice amount relating to the (partial) delivery. This does not affect the Customer’s right to claim additional compensation. The Supplier remains obliged to fulfil the delivery in full.
3. The parties may agree that the Customer will provide returnable packaging to the Supplier, in which case the Supplier must use and insure the returnable packaging with due care.
4. The Supplier must deliver the products to the destination designated by the Customer within the agreed delivery period. To this end, the Supplier must use proper packaging and arrange suitable transportation.
5. The Customer reserves the right to postpone the agreed delivery period for a definite or indefinite period. If the Customer invokes this right, the Supplier must properly package, preserve, secure, and insure the goods. The reasonable costs thereof shall be borne by the Customer, unless the delay is attributable to the Supplier.
6. Partial delivery is only permitted if expressly agreed in the order. Delivery shall be entirely at the Supplier’s risk, even when the delivery is handled by the Customer’s employees and/or third parties engaged by the Customer.
7. After delivery, the Customer shall remain entitled to inspect or have the delivered goods inspected to verify compliance with the agreement. The Customer shall have a reasonable period to do so, but at least 72 hours after delivery. If the inspection reveals that the products do not comply with the order/agreement, the Customer shall return the goods or accept them at a reduced price.
8. Such inspection shall not preclude the Customer from later invoking non-compliance by the Supplier with its warranty obligations or any other obligations. Articles 6:89 and 7:23 of the Dutch Civil Code are expressly excluded.
9. The parties may agree that delivery must include specific data or documentation.
10. The Customer is entitled to refuse any (partial) delivery if the Supplier fails to comply with one or more provisions of these terms or the agreement, without being liable for any damages claimed by the Supplier.

 

 

Article 7 – Packaging Materials

1. The Supplier must collect returnable packaging from the Customer within 14 days, or within another agreed period. If the Supplier fails to fulfil its obligations regarding packaging, all resulting costs shall be borne by the Supplier.
2. Delivery of packaging materials shall take place in accordance with the agreement. Separately invoiced packaging must be taken back by the Supplier and credited to the Customer.

 

Article 8 – Inspection and Complaints

1. The Customer has the right (but not the obligation) to inspect or have the goods inspected during storage and after delivery. If the goods are wholly or partially rejected, the Customer shall notify the Supplier in writing. In the event of rejection, all inspection costs shall be borne entirely by the Supplier.
2. The Customer has one year after delivery of the product to inspect it and, if necessary, file a complaint.
3. The Supplier is obliged to cooperate with any inspection.
4. In the event of rejection, the Supplier must, at the Customer’s request, repair or replace the goods within 5 working days. If the Supplier fails to do so within this period, the Customer shall be entitled to procure the necessary goods from a third party or have corrective measures taken by third parties at the Supplier’s expense and risk.
5. If the Supplier does not take back the rejected goods within 14 days after the Customer’s request, the Customer is entitled to return the goods at the Supplier’s expense and risk.
6. In the case of staggered deliveries, the Customer may rely on the quality remaining consistent. Any changes in quality, of whatever nature, must be communicated to the Customer in writing.
7. In the event of rejected products, the Customer is entitled to repair or replacement of the products or, if urgency so requires, to make a reasonable covering purchase at the Supplier’s expense, if it can be expected that the Supplier will not, not timely, or not properly ensure repair or replacement.

 

Article 9 – Warranty

1. The Supplier warrants and represents that the delivered goods comply with the agreement, the specifications stated in the offer, usability, soundness, efficiency, workmanship, and applicable legal regulations (regarding health, safety, quality, and others). The delivered goods shall also possess the characteristics that the Customer could reasonably expect under the agreement, suitable for normal use, and free from doubt regarding such properties. The Supplier’s warranty period shall be two years, commencing upon delivery of the relevant Products to the Customer.
2. This warranty also implies that the goods are new and free from visible defects.
3. To the extent the Supplier can invoke warranties from its own suppliers or third parties, the Supplier hereby assigns such warranties in advance to the Customer and shall cooperate free of charge to make such transfer effective upon the Customer’s request.
4. The Supplier further warrants that the goods are free from restrictions, retention of title, attachments, encumbrances, or third-party rights, unless the Customer has expressly agreed to such restrictions.
5. The warranty period shall be extended by an equal period if the Customer or its clients have not put the relevant goods into use within the initial two-year warranty period.
6. The warranty period shall also be extended by an equal period if the Customer or its clients have been unable to use the goods due to one or more defects or shortcomings in the delivered products.
7. The Supplier shall provide the same warranty on replacement goods as on the originally delivered goods, both to the Customer and its clients.
8. Except in cases of gross negligence and/or wilful misconduct by the Customer, the delivered goods shall be deemed defective if defects are discovered within 24 months after delivery.

 

Article 10 – Transfer of Ownership

1. The Buyer shall acquire ownership of the goods delivered at the moment of delivery and acceptance, or when the Buyer has paid for the respective products, whichever occurs first. In the case of storage of goods, ownership is transferred to the Buyer once the goods are stored on its behalf. The Supplier guarantees that ownership of the goods is transferred without any reservation.
2. If advance payment has been made for the goods, the Supplier shall hold these goods on behalf of the Buyer, but remains fully responsible and liable for their proper delivery. In such a situation, the Buyer is entitled to require security from the Supplier.
3. Acceptance of the goods by the Buyer shall not be interpreted as a waiver of the right to make claims.
4. The Buyer is entitled to designate a third party to receive the goods on its behalf; however, the Supplier may only deliver to a third party if expressly instructed by the Buyer.
5. Processing or mixing of the Buyer’s goods with those of the Supplier shall result in the creation of a new item owned by the Buyer. The Supplier remains fully responsible and liable for proper delivery in such cases.
6. All items produced or developed by the Supplier shall become the property of the Buyer if such items were developed or manufactured on the Buyer’s instructions. The Buyer shall also acquire all (intellectual) property rights related to such items. The Supplier is obliged, at the Buyer’s first request and free of charge, to perform all necessary acts to establish and transfer these rights.

 

 

Article 11 – Force Majeure

1. In the event of force majeure preventing a party from fulfilling its obligations under the agreement, no claim for damages may be made against that party. The Supplier must act transparently in such situations, stating the reasons, and must notify the Buyer immediately.
2. The following shall not be considered force majeure: staff shortages, employee illness, strikes within the party’s business, external network issues, computer hardware or software defects, delayed deliveries, transport problems, traffic jams (unless constituting a traffic gridlock), default by third parties, or liquidity problems.
3. In the event of force majeure, both parties’ obligations are suspended for the duration of the force majeure. The Buyer retains the right to terminate the agreement without owing any compensation to the Supplier unless expressly agreed otherwise.

 

Article 12 – Liability

1. The Supplier performs the agreement entirely at its own risk. Any damage suffered by the Buyer as a result of or related to the execution of the order by the Supplier shall be compensated by the Supplier insofar as such damage was caused by the Supplier, its employees, or third parties engaged by it.
2. The Supplier is fully liable for all direct and indirect damage suffered by the Buyer or third parties as a result of the Supplier’s failure to properly or timely fulfill its obligations under the agreement.
3. The Supplier remains at all times liable for any damage under product liability.
4. The Supplier must maintain adequate liability insurance to cover potential risks and compensate the Buyer’s damages. The Buyer has the right to inspect the policy. The parties may agree that the Buyer is included as a co-insured party. Upon request, the Supplier must prove that insurance premiums have been paid in full and on time. If agreed, the Supplier shall assign its claims against the insurer to the Buyer.
5. If agreed, the Supplier must provide the Buyer, free of charge and upon first request, access to its administrative records and any work permits or licenses obtained.

 

Article 13 – Indemnification

1. If the Buyer is held liable by third parties for the Supplier’s performance, the Supplier must assist the Buyer free of charge and provide all necessary cooperation to demonstrate that the Buyer is not in default. The Supplier shall indemnify the Buyer, upon first request, against any third-party claims arising directly or indirectly from failure, delay, or improper performance of the Supplier’s obligations under these purchasing terms or the agreement.
2. The Supplier guarantees that the goods supplied do not infringe any intellectual property rights or other proprietary rights of third parties and shall indemnify the Buyer against any third-party claims based on such infringements.
3. The Supplier shall indemnify the Buyer against all third-party claims resulting from the Supplier’s failure to properly perform its obligations under the agreement, including but not limited to claims by regulatory bodies or authorities and any claims under joint and several liability laws or product liability.

 

Article 14 – Suspension and Termination

1. The Buyer may suspend performance or terminate the agreement if the Supplier fails to fulfill its obligations under the agreement, either wholly or partially.
2. Furthermore, the Buyer may terminate any agreement(s) with the Supplier, insofar as not yet executed, without judicial intervention, in the event that the Supplier fails to properly fulfill its obligations under any agreement with the Buyer, or in the event of bankruptcy, suspension of payment, cessation, or liquidation of the Supplier’s business.
3. The Buyer may also terminate the agreement without notice of default if circumstances arise making performance impossible or unreasonable to expect.
4. Upon termination, all claims of the Buyer against the Supplier become immediately due and payable.
5. The Buyer always retains the right to claim damages.

 

Article 15 – Transfer of Obligations

1. The Supplier may not transfer any of its obligations under the agreement to a third party without the Buyer’s prior written consent. The Buyer may attach conditions to such consent.
2. The Buyer may require the Supplier, at the Supplier’s own expense and risk, to have the agreement wholly or partly executed by third parties in urgent situations or if the Supplier is expected to fail to perform properly. This does not release the Supplier from its obligations under the agreement.
3. The Buyer retains all rights and claims arising from any default, regardless of any transfer.
4. If the Supplier subcontracts part or all of the agreement to a third party, that third party must comply with all contractual obligations. The Supplier shall supervise compliance and remains responsible.

 

 

Article 16 – Compliance with Regulations by Supplier

1. The Supplier must comply with all applicable (European) laws and regulations relating to the goods supplied, including environmental standards, as well as regulations applicable at the place of performance. If required, the Supplier must demonstrably hold all necessary permits, certificates, or documentation to comply with such regulations and specifications as stated in the agreement. The Supplier must be transparent regarding the development and production of the product. Upon request, the Supplier must provide the Buyer insight into the entire production process and supply chain.
2. Unless otherwise agreed, the Supplier shall, at its own expense, remove and dispose of its own waste (including packaging) in accordance with applicable laws and regulations.

 

Article 17 – Confidentiality

1. Both Buyer and Supplier undertake to maintain confidentiality regarding all confidential information obtained in connection with an order, including but not limited to customer data, financial information, etc. Confidentiality applies to all information identified as such or reasonably understood to be confidential.
2. If the Buyer is required by law or court order to disclose confidential information to authorized parties and cannot invoke a legal privilege, the Buyer shall not be liable for any damages, nor may the Supplier terminate the agreement for that reason.
3. Both Buyer and Supplier shall impose this duty of confidentiality on any third parties they engage.

 

Article 18 – Penalty

1. In case of a breach of one or more provisions, the breaching party shall owe an immediately payable penalty of €10,000, plus €1,000 for each day the breach continues.
2. The applicability of Articles 6:92 and 6:93 of the Dutch Civil Code is hereby excluded.

 

Article 19 – Intellectual and Industrial Property Rights

All intellectual and industrial property rights concerning goods supplied by the Supplier, as well as any services or work performed for the Buyer, shall belong exclusively to the Buyer, unless otherwise agreed.

 

 

Article 20 – Governing Law

1. All agreements between Supplier and Buyer are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
2. The Buyer is entitled to amend these purchasing terms and shall inform the Supplier of such changes in a timely manner.
3. All disputes arising from or in connection with the agreement between Supplier and Buyer shall be submitted to the competent court of The Hague, unless mandatory law provides otherwise.

 

Rijswijk, 31 July 2025