Deposited at the Chamber of Commerce in The Hague
General
- The counterparty: the counterparty who enters into an Agreement (at a distance) with Seller.
- Agreement: the purchase agreement (at a distance) that aims at the sale and delivery of products purchased by the counterparty.
- OPTI‑PACK: the provider of products to the counterparty.
- Products: the products sold to the counterparty.
Article 1 – Applicability
1.1 These general conditions apply to every offer from OPTI‑PACK, every agreement between OPTI‑PACK and the counterparty, and every delivery offered by OPTI‑PACK.
1.2 Before an agreement is made, the counterparty is given access to these general conditions. If this is not reasonably possible, OPTI‑PACK will indicate how the counterparty can view them; in any event, they are published by OPTI‑PACK so the counterparty can easily save them on a durable data carrier.
1.3 Deviating from these general conditions is not allowed, except in exceptional cases if explicitly and in writing agreed with OPTI‑PACK.
1.4 These general conditions also apply to additional, amended, and follow‑up tasks from the counterparty.
1.5 The general conditions of the counterparty are excluded.
1.6 If one or more provisions of these general conditions are wholly or partially void or annulled, the remaining provisions shall remain in force, and the voided provision(s) shall be replaced by a provision with the same intent.
1.7 Ambiguities in interpretation or situations not regulated in these general conditions shall be assessed and interpreted in the spirit of these general conditions.
1.8 The applicability of Articles 7:404 BW and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
1.9 References to “she/her” shall also include “he/him” where applicable.
1.10 If OPTI‑PACK does not always enforce compliance with these general conditions, it retains the right to demand full or partial compliance later.
Article 2 – Offers, Agreements and Orders
2.1 All offers by OPTI‑PACK are nonbinding and valid for 30 days, unless another term is stated. An agreement is formed when OPTI‑PACK confirms the order in writing or has commenced performance. OPTI‑PACK is only bound as accepted.
2.2 An order confirmation by OPTI‑PACK concerning the products to be delivered is binding, and the counterparty must check it immediately and notify OPTI‑PACK in writing within 5 days of any defects, otherwise no claims may be made.
2.3 Verbal agreements or commitments by OPTI‑PACK’s employees are only binding if confirmed in writing.
Article 3 – Changes to the Order
3.1 Changes to the order are only binding if agreed in writing.
3.2 If OPTI‑PACK has already incurred costs before the change or extra costs arise because of the change, these are borne by the counterparty.
3.3 Delay in delivery caused by a change is entirely at the counterparty’s risk and expense.
Article 4 – Prices, Packaging and Shipping
4.1 Prices quoted or agreed by OPTI‑PACK are in euros (EUR) net, and exclude VAT, packaging, transport, transport insurance, import/export duties, excises and any government levies.
4.2 OPTI‑PACK may raise the agreed price after order confirmation but before delivery if one or more components in the price composition have changed or in case of exchange rate fluctuations. The counterparty may then dissolve (cancel) the agreement in writing within 3 days after notification (for the not yet delivered portion), without right to compensation.
4.3 If part of the goods has already been delivered, Article 4.3 applies to the remaining goods.
4.4 All deliveries are “ex works” (EXW). OPTI‑PACK determines the method of shipment and packaging, unless the counterparty instructs otherwise in writing in time. Extra costs from alternate shipping are for the counterparty.
4.5 Packaging will not be taken back by OPTI‑PACK, unless otherwise agreed in writing.
Article 5 – Payments
5.1 Regardless of agreed payment conditions, OPTI‑PACK may at any time demand security for payment and suspend or dissolve the order (in part or whole) if this security is not provided within the stipulated time.
5.2 Payments must be made by bank transfer to OPTI‑PACK’s account within the invoice term in the agreed currency.
5.3 In case of non‑payment on the due date, the counterparty owes interest of 1% per month on the invoice amount.
5.4 Late payment also incurs extrajudicial and judicial collection costs, borne by the counterparty. The extrajudicial costs are deemed equal to 15% of the principal sum, with a minimum of EUR 150, without prejudice to OPTI‑PACK’s right to additional compensation. OPTI‑PACK is entitled to full reimbursement of judicial costs.
5.5 Complaints or disputes, of whatever kind, do not entitle the counterparty to set off or suspend their payment obligations to OPTI‑PACK.
Article 6 – Delivery and Delivery Time
6.1 The delivery time quoted in the offer or agreed between parties is approximate, unless OPTI‑PACK explicitly states it is a fatal (fixed) term or the parties explicitly agree in writing.
6.2 Exceeding the delivery time does not oblige OPTI‑PACK to pay damages and does not give the counterparty the right to dissolve the agreement or suspend obligations.
6.3 The delivery time is based on prevailing working conditions and timely supply of necessary parts. If delay occurs beyond OPTI‑PACK’s fault (e.g. due to changed conditions or late supply by third parties), the delivery time is extended accordingly.
6.4 Goods count as delivered when ready for shipment, after the counterparty has been notified in writing.
6.5 Delivery time is also extended by delays caused by the counterparty failing to meet its obligations or facilitate performance.
6.6 OPTI‑PACK is entitled to partial deliveries unless otherwise agreed or if nature of agreement prevents this. Each partial delivery may be invoiced separately and is considered a separate delivery.
6.7 For “call orders,” the counterparty must place the call and take delivery by the call deadline.
Article 7 – Force Majeure
7.1 If OPTI‑PACK is prevented by force majeure from fulfilling the contract, it may suspend performance.
7.2 Force majeure includes, among others: war, mobilization, riots, strikes, fire, accidents or sickness of staff, process disruptions, transport delays, customs holdups, legal restrictions, shortage of raw materials, unforeseen production/transport problems, and any circumstance beyond OPTI‑PACK’s control.
7.3 If force majeure occurs, OPTI‑PACK may in writing dissolve the non‑performable part. If the situation lasts more than two months, the counterparty may dissolve the non‑performable part in writing.
7.4 If OPTI‑PACK has partially fulfilled its obligations or can partially fulfill them, it may invoice the delivered/ deliverable part; the counterparty is obliged to pay as if a separate contract.
Article 8 – Warranty
8.1 OPTI‑PACK guarantees the soundness of delivered items and quality of materials used for six months after invoice date or after delivery, whichever is later.
8.2 Defects covered by the warranty will be remedied by repair or replacement (at OPTI‑PACK’s choice), either at OPTI‑PACK’s premises or elsewhere, or by sending replacement goods.
8.3 All costs beyond what is covered by Article 8.2 (transport, inspection, travel, accommodation) are borne by the counterparty.
8.4 The warranty does not cover defects arising from:
A) failure to comply with usage instructions or normal use,
B) normal wear and tear,
C) government regulations on materials used,
D) materials or methods used in agreement with the counterparty,
E) materials or goods supplied by or on behalf of the counterparty.
8.5 If the counterparty fails to meet any obligation under the agreement, OPTI‑PACK is not liable under any warranty.
8.6 If the counterparty, without prior written approval from OPTI‑PACK, proceeds with repairs or other work on delivered items, all warranty claims lapse.
8.7 No warranty is given for inspections, advice, or similar activities by OPTI‑PACK.
8.8 Alleged breach of OPTI‑PACK’s warranty obligations does not release the counterparty from its contractual obligations.
8.9 The warranty in Article 8.1 does not apply to second‑hand goods, unless explicitly agreed in writing. In that case, OPTI‑PACK’s liability is limited as in Articles 10.6 through 10.8.
Article 9 – Complaints & Deviations
9.1 Complaints about defects must be submitted in writing by registered post to OPTI‑PACK within the warranty period, otherwise liability lapses (subject to Article 9.2).
9.2 Complaints regarding visible defects, dimensional deviations or discrepancies in quantity must be submitted within eight days after delivery by registered post, otherwise liability lapses.
9.3 Complaints over minor deviations (quality, composition, size, color, weight, printing) do not entitle rejection of the products.
9.4 Product composition as stated in offers, confirmations or agreements is indicative only; variation is possible between and within orders, without right of rejection.
9.5 OPTI‑PACK is not liable for variations in product properties caused by differences in raw materials or suppliers.
9.6 Legal claims for defects must be filed within six months after timely complaint, on pain of forfeiture.
9.7 Defect in part of a delivery does not entitle rejection of the entire delivery.
9.8 OPTI‑PACK strives to meet ordered quantities as precisely as possible; a tolerance of ±10% is allowed above or below the agreed quantity. For orders under 5,000 pieces (or meters), a deviation of ±500 units (or meters) is allowed.
9.9 Inspection rejection based on a sample is not allowed. If the delivery meets the above conditions, at least 50% of delivered products must be present for inspection.
Article 10 – Liability
10.1 OPTI‑PACK’s liability is limited to fulfillment of the warranty under Article 8.
10.2 OPTI‑PACK is not liable for damage resulting from shortcomings in performance, unless due to deliberate recklessness and/or intent.
10.3 OPTI‑PACK is not liable for the effect its products have on the quality of the packaged product.
10.4 Advice provided by OPTI‑PACK concerning execution forms, qualities, dimensions, etc. is given to the best of its knowledge; no claims for damages can be made on that basis.
10.5 OPTI‑PACK is not liable for consequences of unreadability of EAN barcode or other codes unless explicitly agreed.
10.6 Subject to Article 8.1, all other liability (including indirect damage, business losses, third‑party claims) is excluded, except for intent or gross negligence by OPTI‑PACK.
10.7 If a court rules that Article 10.6 is inapplicable, OPTI‑PACK’s liability is in any case limited to the invoice value (excl. VAT) of the goods or services concerned, unless liability insurance allows more.
10.8 The counterparty must indemnify OPTI‑PACK against any third‑party claims for damages for which OPTI‑PACK’s liability is excluded, including under Article 6:185 BW (product liability). The counterparty must pledge claims against insurers to OPTI‑PACK if requested.
10.9 The counterparty must consult OPTI‑PACK regarding returns. If the claim is found unfounded, return and re‑delivery costs are for the counterparty.
Article 11 – Product Properties
11.1 The shelf life of delivered products is six months after production date, unless another term is agreed.
11.2 Agreed properties (tensile strength, weld strength, tear strength, color) apply within a temperature range of +7 °C to +25 °C. OPTI‑PACK is not liable for processing, storage or transport outside this range.
11.3 Contact with other products/substances or exposure to light may cause fading or color loss; this is a normal property and complaints will not be handled.
11.4 The smoothness or roughness of products is not grounds for complaint.
Article 12 – Counterparty’s Responsibilities
12.1 The counterparty is responsible for proper storage of delivered goods: dry, dust-free, temperature between +7 °C and +25 °C. Exposure or contact with other substances may cause fading, which is normal.
12.2 Internal transport, loading, unloading and packing/unpacking is at the counterparty’s risk and cost, even if OPTI‑PACK assists.
12.3 The counterparty shall hold OPTI‑PACK harmless for any damage caused to OPTI‑PACK or third parties resulting from defects in items supplied by or on behalf of the counterparty.
12.4 In case of rental, the counterparty (tenant) must carefully handle rented goods, notify OPTI‑PACK in writing immediately of loss, theft or damage, and indemnify any damage.
12.5 Transport insurance is always the counterparty’s responsibility, even for “free delivery” or return shipments.
12.6 Damage to goods caused by damage to packaging is at the counterparty’s risk.
Article 13 – Default in Performance
13.1 If the counterparty fails to fulfill its obligations, or in case of bankruptcy or suspension of payments, OPTI‑PACK has the right to dissolve or suspend the agreement (in full or in part), without formal notice of default, without prejudice to other rights.
13.2 In case of late payment, all payment obligations of the counterparty, whether invoiced or not, become immediately due.
Article 14 – Proofing & Production Means
14.1 Proofs signed by the counterparty for approval are binding and cannot be disputed.
14.2 Production means (clichés, cylinders, data carriers, etc.) remain property of OPTI‑PACK even if charged. The counterparty cannot demand delivery of these unless agreed in writing.
14.3 These production means held by OPTI‑PACK are guaranteed for six months unless otherwise agreed.
14.4 If OPTI‑PACK stores goods for the counterparty, it charges storage fees; risk remains with the counterparty. If stored goods must be repaired or adapted, costs are borne by the counterparty.
14.5 Documents and data carriers from the counterparty are kept for up to 2 years after order execution; thereafter OPTI‑PACK may destroy them.
14.6 If the counterparty provides goods to OPTI‑PACK for processing, repair, inspection or otherwise, the goods remain at the counterparty’s risk and cost. The counterparty must insure them adequately.
Article 15 – Retention of Title
15.1 OPTI‑PACK retains ownership of all delivered goods until the purchase price is fully paid.
15.2 If OPTI‑PACK performs work on behalf of the counterparty for which it may be compensated, retention of title also covers those claims until fully settled.
15.3 The counterparty is not allowed to sell, transfer, encumber or otherwise dispose of goods under retention of title before full payment.
15.4 For goods that have passed into the counterparty’s possession after payment, OPTI‑PACK retains a non‑possessory pledge as additional security for other claims (beyond those in article 3:92(2) BW).
15.5 The counterparty must store goods under retention of title with care and clearly as property of OPTI‑PACK.
15.6 The counterparty must insure those goods against fire, explosion, water damage, theft and present the policy for inspection upon request. Any insurer claims shall be pledged to OPTI‑PACK until full payment.
15.7 If necessary, OPTI‑PACK may repossess goods under retention of title (including necessary disassembly). The counterparty must cooperate.
15.8 After repossession, the counterparty is credited with the market value of the goods, not exceeding the original price, minus costs of repossession.
Article 16 – Payment (again)
16.1 OPTI‑PACK’s invoices must be paid within the term in the specified currency and in the specified manner, unless otherwise agreed in writing. OPTI‑PACK may require (partial) prepayment or security.
16.2 OPTI‑PACK may invoice partial deliveries separately.
16.3 If payment is late, the counterparty owes interest of 1% per month from due date until payment, treating any part of a month as a full month.
16.4 All costs related to collection (extrajudicial, pre‑litigation) are borne by the counterparty. The minimum extrajudicial cost is 15% of the amount with a minimum of €250.
16.5 The counterparty waives any right of offset. OPTI‑PACK may always set off amounts owed to the counterparty against amounts owed by the counterparty or its related companies.
16.6 The entire invoice amount becomes immediately due and payable if the counterparty defaults in any manner (bankruptcy, suspension, legal debt relief, curatorship, seizure, death, liquidation or dissolution). In such cases, the counterparty must notify OPTI‑PACK immediately.
16.7 Payments by the counterparty are always applied first to costs, then interest, then to the longest outstanding invoice, regardless of the counterparty’s comment.
Article 17 – Industrial / Intellectual Property
17.1 All intellectual and industrial property rights over work or goods used or developed by OPTI‑PACK (designs, images, drawings, software, models, reporting, methods) belong to OPTI‑PACK unless already owned by third parties or otherwise agreed in writing.
17.2 The counterparty may not reproduce, disclose or exploit such rights or records (even via third parties) without prior written consent of OPTI‑PACK.
17.3 If it is agreed that such rights or parts thereof are assigned to the counterparty, OPTI‑PACK is authorized as the counterparty’s agent/representative to act against infringements.
17.4 The counterparty must immediately notify OPTI‑PACK if third parties infringe or threaten to infringe OPTI‑PACK’s rights, or if they claim OPTI‑PACK’s goods infringe their rights.
17.5 The counterparty must ensure that delivered goods do not infringe third‑party rights in the country of destination. The counterparty has no right to damages or costs if claims are made by third parties.
Article 18 – Cancellation & Indemnification
18.1 The counterparty may not cancel an order. If it does so partially or fully, it must compensate OPTI‑PACK for all costs under the offer/agreement (design, preparation, procurement, storage, etc.), operational work, and lost profit, plus VAT.
Article 19 – Representation
19.1 If the counterparty acts on behalf of others, it is liable to OPTI‑PACK as if it were itself the counterparty, without prejudice to others’ liability.
Article 20 – Applicable Law & Jurisdiction
20.1 All disputes between OPTI‑PACK and the counterparty shall be submitted exclusively to the competent court in The Hague, unless a Dutch cantonal court is mandatorily competent or unless OPTI‑PACK prefers another competent court.
20.2 Dutch law exclusively applies to all offers, agreements, and deliveries with OPTI‑PACK.
20.3 The effect of international treaties regarding the sale of movable goods that may be excluded by agreement is expressly excluded, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980).
20.4 In case of dispute over interpretation, the Dutch text of these general conditions is binding.