Terms and Conditions Registered at the Chamber of Commerce in The Hague Partnership Opti-Pack (hereinafter: Opti-Pack) is registered with the Chamber of Commerce under number 27270719 and is located in The Hague.
Article 1 - Definitions
1) In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise:
2) Offer: Any written offer to the Buyer for the supply of Products by the Seller, which is inseparably linked to these terms and conditions.
3) Company: The natural or legal person acting in the course of a profession or business.
4) Buyer: The Company or Consumer entering into a (distance) agreement with the Seller.
5) Agreement: The purchase agreement (at a distance) aimed at the sale and delivery of Products purchased by the Buyer from Opti-Pack.
6) Products: The Products offered by Opti-Pack are packaging machines and packaging materials.
7) Seller: The supplier of Products to the Buyer, hereinafter: Opti-Pack.
Article 2 - Applicability
1) These general terms and conditions apply to every Offer made by Opti-Pack, every Agreement between Opti-Pack and a Buyer, and to every Product offered by Opti-Pack.
2) Before entering into an Agreement (at a distance), the Buyer shall have access to these general terms and conditions. If this is not reasonably possible, Opti-Pack will indicate to the Buyer how they can view the general terms and conditions, which are in any case published on the Opti-Pack website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3) In exceptional situations, deviations from these general terms and conditions may be agreed upon explicitly and in writing with Opti-Pack.
4) These general terms and conditions also apply to additional, amended, and follow-up agreements with the Buyer. Any general and/or purchasing conditions of the Buyer are explicitly rejected.
5) If one or more provisions of these general terms and conditions are partially or entirely void or are declared null and void, the remaining provisions of these general terms and conditions shall remain in force, and the void/nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6) Uncertainties regarding the content, interpretation, or situations not regulated in these general terms and conditions shall be assessed and interpreted in accordance with the spirit of these general terms and conditions.
7) If reference is made to "she/her" in these general terms and conditions, this shall also be construed as a reference to "he/him/his," if and to the extent applicable.
Article 3 - The Offer
1) All offers made by Opti-Pack are non-binding unless expressly indicated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be expressly stated in the offer. An Offer is only valid if it is documented in writing.
2) The offer made by Opti-Pack is non-binding. Opti-Pack is only bound by the Offer if it is accepted by the Buyer in writing within 30 days or if the Buyer has already paid the required amount. Nevertheless, Opti-Pack has the right to refuse an agreement with a potential Buyer for a valid reason.
3) The Offer includes an accurate description of the offered Product with corresponding prices. The description is detailed enough for the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind Opti-Pack. Any images and specific details in the Offer are merely indicative and cannot be the basis for any compensation or termination of the (distance) agreement. Opti-Pack cannot guarantee that the colors in the image exactly match the real colors of the Product.
4) Delivery times and deadlines mentioned in the Offer by Opti-Pack are indicative and exceeding them does not entitle the Buyer to terminate the agreement or claim compensation, unless expressly agreed otherwise.
5) A composite quotation does not oblige Opti-Pack to deliver part of the goods included in the offer or Offer at a proportionate part of the quoted price.
6) If and to the extent that an offer applies, it does not automatically apply to reorders.
Article 4 - Formation of the Agreement
1) The Agreement is concluded at the moment the Buyer accepts an Offer from Opti-Pack by paying for the respective Product.
2) An Offer can be made by Opti-Pack through the website.
3) If the Buyer has accepted the Offer by entering into an agreement with Opti-Pack, Opti-Pack will confirm the Agreement with the Buyer in writing, or at least by email.
4) If the acceptance deviates (on minor points) from the Offer, Opti-Pack is not bound by it.
5) Opti-Pack is not obligated to fulfill an Offer if the Buyer could reasonably have expected, understood, or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from such a mistake or error.
6) The right of withdrawal is excluded for the Buyer.
Article 5 - Performance of the Agreement
1) Opti-Pack will execute the Agreement to the best of its knowledge and ability.
2) If and to the extent that proper execution of the Agreement requires it, Opti-Pack has the right to have certain activities performed by third parties at its discretion.
3) The Buyer shall ensure that all data, which Opti-Pack indicates are necessary or which the Buyer reasonably understands to be necessary for the performance of the Agreement, are provided to Opti-Pack in a timely manner. If the data necessary for the performance of the Agreement are not provided to Opti-Pack in a timely manner, Opti-Pack has the right to suspend the execution of the Agreement.
4)During the performance of the Agreement, Opti-Pack is not obliged or required to follow the instructions of the Buyer if this would change the content or scope of the Agreement. If the instructions result in additional work for Opti-Pack, the Buyer shall be obligated to compensate for the additional costs accordingly.
5) Prior to the execution of the Agreement, Opti-Pack may require security from the Buyer or full prepayment.
6) Opti-Pack is not liable for any damages of any kind that have arisen because Opti-Pack relied on incorrect and/or incomplete information provided by the Buyer, unless Opti-Pack was aware of such inaccuracy or incompleteness.
7) The Buyer indemnifies Opti-Pack against any claims from third parties who suffer damages in connection with the performance of the Agreement, which can be attributed to the Buyer.
8) The shelf life of the delivered Products is 6 months from the production date, unless a different term is stated in the Offer.
9) The agreed properties, such as tensile strength, seal strength, tear strength, and color, apply within a temperature range of +7°C to +25°C. Opti-Pack is not liable for the consequences of processing, storage, and transportation outside the mentioned temperature range.
10)Contact with other products and/or substances and exposure to light may cause the Product and/or printing to lose color or fade. This is considered a normal product characteristic. Complaints regarding this matter will not be addressed by Opti-Pack.
11) The level of smoothness or roughness of the Products is not a characteristic that can lead to complaints.
12) The Buyer is responsible for the proper storage of the Products delivered by Opti-Pack.
13) The internal transportation, loading, unloading, as well as the packing, unpacking, and repacking of the Products delivered by Opti-Pack are at the expense and risk of the Buyer, even if Opti-Pack assists the Buyer in these activities.
14) The insurance of the transportation of the Products is at all times at the expense and risk of the counterparty, even in the case of carriage-paid shipments and/or returns.
15) Damage to goods caused by the destruction of packaging is at the expense and risk of the Buyer.
16) The warranty period for packaging materials such as PET, PVC, PLA, and OPS Products is 3 months from the date of delivery. The following should be taken into account:
-The Products must be stored in a dry environment (50 - 60% relative humidity) and protected from (sun)light, and should be stored at a temperature between 5 °C and 25 °C.
-Temperatures below 5°C may cause the Product to become brittle, while temperatures above 25°C may result in premature shrinkage of the Product.
-The Product must be protected against dust and moisture during storage. The Product should be stored in its original packaging.
-The Product must be acclimatized to the climatic conditions of the processing area before use. The dustproof protective packaging should not be removed until the Product is being processed.
-In the case of production in ambient temperatures exceeding 25°C, it is recommended to place only a small quantity of Product at a time in the processing area
- Pallets with Product must not be stacked on top of each other under any circumstances.
Article 6 - Delivery
1) If the commencement, progress, or completion of the Agreement is delayed due to, for example, the Buyer not providing or not providing in a timely manner all the requested information, not providing sufficient cooperation, the (partial) payment not being received by Opti-Pack in a timely manner, or if any other circumstances beyond the control of Opti-Pack cause any delay, Opti-Pack is entitled to a reasonable extension of the delivery period. All agreed-upon delivery periods are never strict deadlines. The Buyer must notify Opti-Pack in writing of the default and allow a reasonable period for Opti-Pack to deliver. The Buyer is not entitled to any compensation for damages resulting from such delay.
2) The Buyer is obligated to accept the goods at the time they are made available to them according to the Agreement, even if they are offered earlier or later than agreed upon.
3) If the Buyer refuses to accept delivery or neglects to provide information or instructions necessary for the delivery, Opti-Pack is entitled to store the goods at the expense and risk of the Buyer.
4) If the Products are delivered by Opti-Pack or an external carrier, unless otherwise agreed in writing, Opti-Pack is entitled to charge any delivery costs. These costs will be invoiced separately unless expressly agreed otherwise.
5) If Opti-Pack requires data from the Buyer in the context of the execution of the Agreement, the delivery time will commence only after the Buyer has provided Opti-Pack with all the necessary data for the execution.
6) If Opti-Pack has indicated a delivery period, it is indicative. Longer delivery times apply for deliveries outside the Netherlands.
7) Opti-Pack is entitled to deliver the goods in partial shipments unless otherwise agreed upon in the Agreement or if the partial delivery has no independent value. Opti-Pack is entitled to invoice each partial delivery separately.
8) Deliveries will only be carried out if all invoices have been paid, unless expressly agreed otherwise. Opti-Pack reserves the right to refuse delivery if there is a justified fear of non-payment.
9) If the Buyer places a call-off order, this order must be called off and accepted by the Buyer no later than the day of the call-off period.
Article 7 - Packaging and Transport
1) Opti-Pack undertakes to properly package the goods to be delivered and secure them in such a way that they reach their destination in good condition under normal use.
2) Unless otherwise agreed upon in writing, all deliveries are made including value-added tax (VAT), including packaging and packaging materials.
3) Accepting goods without any comments or objections on the delivery note or receipt serves as evidence that the packaging was in good condition at the time of delivery.
Article 8 - Inspection, Complaints
1) The Buyer is obliged to examine the delivered goods at the time of delivery or within 14 days after receipt, to the extent necessary to determine whether they will retain the Product. The Buyer should examine whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements applicable in normal commercial transactions.
2) The Buyer is obligated to investigate and inform themselves about the proper use of the Product. Opti-Pack does not assume any liability for the improper use of the Product by the Buyer.
3) Any visible defects or shortages must be reported to Opti-Pack in writing after delivery at email@example.com. The Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. If the Product is damaged due to improper handling by the Buyer, the Buyer is liable for any depreciation of the Product.
4) If a timely complaint is made in accordance with the previous paragraph, the Buyer remains obligated to pay for the purchased goods. If the Buyer wishes to return defective goods, this may only be done with the prior written consent of Opti-Pack, in the manner indicated by Opti-Pack.
5) Opti-Pack is entitled to initiate an investigation into the authenticity and condition of the returned Products before any refund is made.
6) Refunds to the Buyer will be processed as soon as possible, but may take up to 14 days after receiving the Buyer's declaration of dissolution. The refund will be made to the previously provided bank account.
7) If the Buyer exercises their right to make a complaint, they are not entitled to suspend their payment obligation or set off against outstanding invoices.
8) In the event of an incomplete delivery or the absence of one or more Products, which is attributable to Opti-Pack, Opti-Pack will, upon request from the Buyer, either send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products will be decisive in this regard. Any damages incurred by the Buyer due to the (deviating) scope of the delivery cannot be claimed from Opti-Pack.
Article 9 - Advice
1) Opti-Pack may, if instructed to do so, provide advice, action plans, designs, reports, schedules, and/or documentation for the purpose of the service. The content of these is not binding and is only of an advisory nature, but Opti-Pack will observe the duty of care incumbent upon it. The Buyer independently and at their own responsibility decides whether to follow the advice.
2) The advice provided by Opti-Pack, in any form, is never to be regarded as binding advice.
3) Upon the first request of Opti-Pack, the Buyer is obliged to evaluate proposals provided by Opti-Pack. If Opti-Pack is delayed in its work because the Buyer does not provide a timely evaluation of a proposal made by Opti-Pack, the Buyer is always responsible for the resulting consequences, such as delays.
4) The nature of the service implies that the outcome is always dependent on external factors that can influence the reports and advice of Opti-Pack, such as the quality, accuracy, and timely provision of necessary information and data by the Buyer and their employees. The Buyer is responsible for the quality and timely and accurate provision of the required data and information.
5) Prior to commencing the work, the Buyer shall inform Opti-Pack in writing of all relevant circumstances that may be of importance, including any specific points and priorities that the Buyer wishes to address.
Article 10 - Prices
1) During the validity period of the Offer, the prices of the offered Products will not be increased, except in the case of changes in VAT rates.
2) The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3) The prices mentioned in the Offer are based on cost factors applicable at the time of concluding the Agreement, such as import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4) If there are Products or raw materials subject to price fluctuations in the financial market and over which Opti-Pack has no control, Opti-Pack may offer these Products at variable prices. The Offer will state that the prices are target prices and subject to fluctuations.
5) Prices are always subject to change and are valid for 30 days, unless otherwise agreed.
Article 11 - Payment and Debt Collection Policy
1) Payment should preferably be made by invoice within the agreed payment term, in the currency stated on the invoice and via the indicated method.
2) The Buyer cannot derive any rights or expectations from a previously issued estimate, unless explicitly agreed otherwise by the parties.
3) Regardless of the agreed payment conditions, Opti-Pack is entitled to request payment security at any time and to suspend the completion of the order or to fully or partially terminate the agreement if this security is not provided within the specified period.
4) The Buyer must make the payment in full to the disclosed account number and details of Opti-Pack. Parties can only agree on a different payment term after explicit and written consent from Opti-Pack.
5) If a periodic payment obligation of the Buyer has been agreed upon, Opti-Pack is entitled to adjust the applicable prices and rates in writing with a notice period of 3 months.
6) In the event of liquidation, bankruptcy, attachment, or suspension of payment by the Buyer, Opti-Pack's claims against the Buyer will become immediately due and payable.
7) Opti-Pack has the right to allocate the payments made by the Buyer first to cover costs, then to cover any outstanding interest, and finally to cover the principal sum and ongoing interest. Opti-Pack can refuse an offer of payment without being in default if the Buyer designates a different order of allocation. Opti-Pack may refuse full repayment of the principal sum if the outstanding and ongoing interest as well as the costs are not also paid.
8) If the Buyer fails to fulfill its payment obligation and does not comply with its obligation within the provided payment term of 14 days, the Buyer is in default.
9) From the date the Buyer is in default, Opti-Pack will, without further notice of default, claim statutory (commercial) interest from the first day of default until full payment, as well as compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale set out in the Decree on Compensation for Extrajudicial Collection Costs of July 1, 2012.
10) If Opti-Pack has incurred additional or higher costs that are reasonably necessary, these costs are eligible for compensation. The incurred judicial and execution costs are also borne by the Buyer.
Article 12 - Retention of Title
1) All goods delivered by Opti-Pack remain the property of Opti-Pack until the Buyer has fulfilled all subsequent obligations arising from all agreements concluded with Opti-Pack.
2) The Buyer is not authorized to pledge or encumber the goods subject to retention of title if ownership has not yet fully transferred.
3) If third-party attachments are placed on the goods delivered under retention of title or if rights are to be established or asserted on them, the Buyer is obliged to notify Opti-Pack of this as soon as can reasonably be expected.
4) In the event that Opti-Pack wishes to exercise its designated ownership rights as described in this article, the Buyer already grants unconditional and irrevocable permission and authorization to Opti-Pack or third parties designated by it to enter all places where Opti-Pack's properties are located and to retrieve those goods.
5) Opti-Pack has the right to retain the Product(s) purchased by the Buyer if the Buyer has not (fully) fulfilled its payment obligations, despite the obligation to transfer or deliver them to Opti-Pack. After the Buyer has fulfilled its obligations, Opti-Pack will make efforts to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 working days.
6) Costs and other consequential damages resulting from the retention of the purchased Products are borne by and at the risk of the Buyer and will be reimbursed to Opti-Pack upon its first request.
Article 13 - Warranty
Opti-Pack guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness, and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Opti-Pack of this intended use in writing at the time of entering into the Agreement. Opti-Pack cannot provide any explicit warranty regarding the individual application of the Product in relation to the specific circumstances of its use.
Article 14 - Suspension and Termination
1) Opti-Pack is authorized to suspend the performance of its obligations or terminate the Agreement if the Buyer fails to fulfill the (payment) obligations under the Agreement, either partially or entirely.
2)Furthermore, Opti-Pack is authorized to terminate the existing Agreement between it and the Buyer, insofar as it has not been executed, without judicial intervention if the Buyer fails to fulfill its obligations arising from any agreement concluded with Opti-Pack in a timely or proper manner.
3) Opti-Pack is also authorized to terminate the Agreement without prior notice if circumstances arise that are of such a nature that the performance of the Agreement becomes impossible or can no longer be reasonably expected to continue in accordance with the principles of reasonableness and fairness.
4) In the event of termination of the Agreement, Opti-Pack's claims against the Buyer become immediately due and payable. When Opti-Pack suspends the performance of its obligations, it retains its rights under the law and the Agreement.
5) Opti-Pack always reserves the right to claim damages.
Article 15 - Limitation of liability
1) If the performance of the Agreement by Opti-Pack results in liability towards the Buyer or third parties, such liability is limited to the costs invoiced by Opti-Pack in connection with the Agreement, unless the damage is caused intentionally or through gross negligence. In any case, Opti-Pack's liability is limited to the amount of damages that is maximally covered by the insurance company per occurrence per year.
2) Opti-Pack is not liable for consequential damage, indirect damage, loss of profit, loss suffered, missed savings, and damage resulting from the use of the delivered Products.
3) Opti-Pack is not liable for and/or obliged to repair damage caused by the use of the Product. Opti-Pack provides strict maintenance and usage instructions for Products, including machines, which must be followed by the Buyer. All damage to Products resulting from usage is explicitly excluded from liability (including signs of usage, usage-related damage, damage due to falling, damage due to light or water, theft, loss, etc.).
4) Opti-Pack is not liable for damage resulting from or that may arise from any actions or omissions based on (incomplete and/or incorrect) information on the website(s) or linked websites.
5) Opti-Pack is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
6) Opti-Pack does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of Opti-Pack, nor for their timely receipt.
7) Any advice provided by Opti-Pack based on incomplete and/or incorrect information provided by the Buyer does not constitute a ground for liability on the part of Opti-Pack.
8) The content of the advice provided by Opti-Pack is non-binding and merely advisory. The Buyer independently and at their own responsibility decides whether to follow the proposals and advice mentioned by Opti-Pack. All consequences arising from the implementation of the advice are the sole responsibility and risk of the Buyer. The Buyer is always free to make their own choices that deviate from the advice provided by Opti-Pack. Opti-Pack is not obliged to provide any form of refund in such cases.
9) If a third party is engaged by or on behalf of the Buyer, Opti-Pack is never liable for the actions and advice of the third party, as well as for the processing of results (of the formulated advice) of the third party into Opti-Pack's own advice.
10) Opti-Pack is not liable for damage suffered by the Buyer in case of using Opti-Pack's Product. This includes, for example, the loss of quality of the Buyer's products.
11) Opti-Pack is not liable for the consequences of the (un)usability of the so-called EAN symbol ("barcode") or any other code applied at the request of the Buyer, and/or for the consequences of incorrect reading of such a code by the appropriate equipment, unless explicitly agreed upon in writing.
12) The Buyer is obligated to indemnify and hold Opti-Pack harmless regarding any claims by third parties for compensation of damages, for which Opti-Pack's liability is excluded in these terms and conditions, including liability pursuant to Article 6:185 Civil Code (product liability). The Buyer indemnifies Opti-Pack against (damage) claims by third parties from any cause whatsoever.
13) All claims by the Buyer due to non-performance on the part of Opti-Pack expire if they are not reported to Opti-Pack in writing and with substantiation within one year after the Buyer became aware or reasonably could have been aware of the facts on which they base their claims. In any case, all claims by the Buyer expire one year after the termination of the Agreement.
Article 16 - Force Majeure
1) Opti-Pack shall not be liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor shall it be obliged to fulfill any obligation if it is hindered from doing so due to circumstances not attributable to its fault and not attributable to it under the law, legal transaction, or prevailing standards in the industry.
2) Force majeure shall include, but is not limited to, what is understood in this regard in the law and jurisprudence, (i) force majeure of Opti-Pack's suppliers, (ii) the failure of suppliers prescribed or recommended by the Buyer to Opti-Pack to fulfill their obligations properly, (iii) defects in goods, equipment, software, or materials of third parties, (iv) government measures, (v) power failures, (vi) disruptions in internet, data network, and telecommunications facilities (e.g., due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in Opti-Pack's company, and (xi) other situations that, in the opinion of Opti-Pack, fall outside its sphere of influence and temporarily or permanently hinder the fulfillment of its obligations.
3) Opti-Pack has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Opti-Pack should have fulfilled its obligation.
4) During the period that the force majeure continues, the parties may suspend the obligations under the Agreement. If this period lasts longer than two months, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damages.
5) To the extent that, at the time of the occurrence of force majeure, Opti-Pack has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Opti-Pack is entitled to separately invoice the part that has been fulfilled or will be fulfilled. The Buyer is obliged to pay this invoice as if it were a separate agreement.
Article 17 - Transfer of Risk
The risk of loss or damage to the Products that are the subject of the Agreement shall pass to the Buyer at the moment the goods leave the manufacturer's location.
Article 18 - Intellectual Property Rights
1) All intellectual property rights and copyrights of Opti-Pack are solely owned by Opti-Pack and are not transferred to the Buyer.
2) The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any documents on which Opti-Pack's intellectual property rights and copyrights rest, without the express prior written consent of Opti-Pack. If the Buyer wishes to make changes to the goods supplied by Opti-Pack, Opti-Pack must explicitly agree to the proposed changes.
3) The Buyer is prohibited from using the Products on which Opti-Pack's intellectual property rights rest in any other way than agreed upon in the Agreement.
Article 19 - Privacy, Data Processing, and Security
1) Opti-Pack handles the (personal) data of the Buyer and website visitors with care. If requested, Opti-Pack will inform the data subject about this.
2) If Opti-Pack is required to provide information security under the Agreement, this security will comply with the agreed specifications and a level of security that, in view of the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
Article 20 - Complaints
1) If the Buyer is not satisfied with the Products of Opti-Pack and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant incident that led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject "Complaint."
2) The complaint must be sufficiently substantiated and/or explained by the Buyer for Opti-Pack to be able to consider the complaint.
3) Opti-Pack will respond to the complaint in substance as soon as possible, but no later than 14 calendar days after receiving the complaint.
4) The parties will attempt to reach a joint solution.
Article 21 - Applicable Law
1) Dutch law applies to every Agreement between Opti-Pack and the Buyer. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
2) In the event of an interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall prevail. Opti-Pack has the right to unilaterally amend these general terms and conditions.
3) All disputes arising from or in connection with the Agreement between Opti-Pack and the Buyer shall be settled by the competent court in The Hague (location The Hague), unless mandatory legal provisions lead to the jurisdiction of another court.
The Hague, January 3, 2022.