General Purchase Conditions

Van Dillewijn Group BV General Purchase Conditions as at 3 September 2018.

Article 1. Definitions

In these purchase conditions the terms and s used below are defined as follows:

Client: VanDillewijn Verpakkingen B.V., Zwapak B.V., Dillewijn Zwapak B.V., and any other company allied to the Van Dillewijn Group B.V. (with its registered office in Aalsmeer, Netherlands) as user of these purchase conditions;
Supplier: the other party of the client;
Contract: the agreements between client and supplier concerning the supply of goods set down in writing;
Supply: the process by which one or more goods are put into the possession or brought under the control of the client and any installation/assembly of such goods;
Parties: the client and the supplier.

Article 2. Scope

These purchase conditions apply to all enquiries, offers and orders relating to the supply of goods by the supplier to the client, the supplier’s general terms and conditions being expressly rejected.
In the event of inconsistency specially agreed obligations shall prevail over these purchase conditions.
If one or more provisions of these purchase conditions prove to be non-binding, the remaining provisions of the purchase conditions shall remain in force. The non-binding provisions shall then be replaced with provisions that are binding and differ as little as possible from the non-binding provisions.

Article 3. Changes

The client shall at any time be entitled to change the scope and/or the quality of the goods to be supplied in consultation with the supplier. Changes shall be agreed in writing.
If it is the opinion of the supplier that a change has consequences for the agreed fixed price and/or the date of delivery, it shall be obliged, before complying with the change, to inform the client about this in writing as soon as possible, but at the latest within eight working days of the notification of the change required.

Article 4. Assignment of obligations

The supplier may only assign an obligation under the contract to a third party with the prior written consent of the client. Reasonable conditions may be attached to this consent.

Article 5. Price and price review

The prices stated in the purchase order shall be exclusive of VAT and shall be binding. They may not be raised unilaterally by the supplier unless otherwise agreed between client and supplier.
The prices shall be fixed unless the contract sets out the circumstances that may lead to price adjustment and the way in which the adjustment is to take place.

Article 6. Invoicing and payment

The client’s purchase order number and item numbers must be shown on all invoices.
Payment of the invoice, including VAT, shall be made within 60 days of receipt of the invoice and approval of the goods and any installation/assembly thereof by the client. If a payment discount has been agreed with the supplier, while for reasons outside the client’s control the conditions for that discount can no longer be met, the client shall retain its right to that discount.
The client shall be entitled to suspend payment if it finds a defect in the goods and any installation/assembly thereof.
The client shall have the right to reduce the amount by amounts that the supplier owes to the client.
Payment by the client shall not in any way constitute a waiver of rights.

Article 7. Supply

The supplier shall be obliged to comply strictly with the agreed date and place of supply or delivery, failing which the supplier shall be in default without further notice of default.
All supplies must be notified a minimum of 24 hours in advance by email: aanmelden@dillewijnzwapak.nl, for the attention of the goods inward department, quoting: date of delivery, client purchase order number, client item number, number of items and number of pallets.
If the time of delivery is not convenient, the client reserves the right to change the delivery time in consultation with the supplier.
Delivery must take place on suitable durable pallets measuring 80 x 120 cm or 100 x 120 cm. The weight of the pallet including the items may not exceed 1,000 kg. The pallets may not exceed 200 cm in height including the pallet. The goods may not extend beyond the pallet, with the exception of items for which this is impossible because of the size/bulk of the item itself. The items must be provided with durable packaging so that the goods can be stored without loss of value and danger to personnel and material.
The purchase order number, the client item numbers, the number of pallets and the number of packages per pallet must always be stated on the consignment note. All the items must be provided with labels showing the client item number, the description and the weight.
The supplier shall ensure that there are no labels with the supplier’s business name on the outer packaging.
In the case of direct supplies (from supplier to client’s customer) the signed consignment note must be faxed to the following fax number: +31 297 386058 on the day of delivery.
The supplier must immediately notify the client of an impending delivery time overrun in writing, giving reasons. This shall not affect any consequences of this overrun under the contract or statutory provision. In the absence of the above notification subsequent reliance on force majeure shall no longer be accepted.

Article 8. Variances

Quantity: variances in quantity between order and supply shall be subject to tolerance limits, under which the supplier shall in any event (but not exclusively) have performed properly if the supplies fall within the limits given below:
For flower sleeves:
- 15% variance between order and supplies for supplies up to 25,000 off.
- 10% variance between order and supplies for supplies from 25,001 to 50,000 off.
- 5% variance between order and supplies for supplies from 50,001 to 100,000 off.
- 3% variance between order and supplies for supplies of more than 100,001 off.
For cardboard:
- 10% over or undersupply with a maximum of 250 off.
- 15% over or undersupply with a maximum of 100 kilos for paper and foil other than sleeves or cardboard.
- 10% for all other products
Quality: When assessing whether a supply is compliant, an average must be taken from the entire order.
Weight and thickness. A tolerance of 5%.
Gross/net size of sleeves. Sleeves are traditionally designated by a gross size. Unless otherwise explicitly stated by the client, the supplier shall use the gross size. To determine the net size a notional block size of five centimetres must be deducted from the height. The block merely serves to keep the sleeves together and its actual size is therefore kept to a minimum by the client unless otherwise agreed in writing. Dimensions of sleeves are given in the order gross height x net width at the top (measured at the perforation) x net width at the bottom (measured at the perforation). Unless otherwise agreed in writing, the “tail” of the sleeve is not incorporated into the measurements. It is however standard for the “tail” not to be removed.
Cardboard. Dimensions of boxes shall be measured internally and be given in the order length x width x height. In the case of sheets the first dimension shall be the dimension in the direction of corrugated peak and subsequent trough.
Measurements. All net dimensions of boxes, sleeves, rolls and sheets: a tolerance of half centimetres. If a roll diameter has been agreed, the diameter of some leftover rolls may have a far smaller diameter.

For other specifications than those (Variances) referred to in this Article, the variance permitted for previous supplies and failing that the usual variances delivered by the client shall be permissible.

Article 9. Guarantee

The supplier shall guarantee that the goods and any installation/assembly thereof comply with that which has been agreed.
The supplier shall guarantee that the goods are entirely complete and ready for use. It shall for instance ensure that all the parts, ancillary materials, attachments, tools, spare parts, operating instructions and instruction manuals needed for the fulfilment of the purpose indicated by the client in writing are supplied, even if they have not been referred to by name.
The supplier shall guarantee that the goods supplied comply with all the relevant statutory provisions relating for instance to quality, the environment, safety and health.
If the client finds that the goods supplied do not (wholly or partially) comply with that which the supplier has guaranteed under a to c of this article, the supplier shall be in default, unless the latter can show that the failing cannot be attributed to it.

Article 10. Intellectual and industrial property

All means of production, such as printing blocks, typographic plates, stones, printing plates, cylinders, lithos, negatives, positives, transparencies, cutting dies, die blanks, data carriers, software and other graphical equipment that have been made on behalf of the client, irrespective of whether it has paid a contribution towards them, shall be the property of the client. The supplier shall keep and use these means of production with care as if they were its property.
The supplier shall adequately insure the means of production against theft, fire, explosion and water damage. In the event of seizure, court protection from creditors or bankruptcy of the supplier, it shall refer the seizing bailiff, administrator or liquidator to the client’s proprietary rights. The supplier shall not create any right of pledge.
The supplier shall guarantee the free and undisturbed use by the client of the goods supplied. It shall indemnify the client against claims of third parties for breach of their intellectual and industrial property rights.
With regard to goods that the supplier makes or has made on the basis of ideas, drawings and/or models supplied by the client, the client shall then have or acquire the intellectual property rights. The supplier shall not be permitted to use the aforementioned goods for the benefit of third parties or to supply them to third parties without the written consent of the client.

Article 11. Liability

The supplier shall be liable for all damage that may arise in connection with the fulfilment of the obligations arising from the contract.
The supplier shall indemnify the client against all the financial consequences of claims of third parties in any connection with the fulfilment of its obligations arising from the contract.
The supplier must adequately insure itself and keep itself insured against risks arising from the contract concluded between the client and the supplier. The supplier shall make the policy(ies) concerned available for inspection on demand of the client.
The client shall not be liable for damage occurring in the event of accidents.

Article 12. Transfer of risk and title

The ownership of the goods shall pass to the client once they have been supplied, notwithstanding the client’s right of rejection. Retention of title by the supplier is expressly excluded.
Where the client places materials, such as raw materials, ancillary materials, tools, drawings, specifications and software, at the supplier’s disposal for the fulfilment of its obligations, they shall remain the property of the client. The supplier shall store them separately from objects belonging to itself or to third parties. The supplier shall mark them as property of the client.

Article 13. Confidentiality and prohibition of disclosure

The supplier shall keep the existence, the nature and the content of the contract and other management information secret and not disclose anything about them without the written consent of the client.
In the event of a breach of the provision laid down in the previous paragraph, the client shall impose an immediately payable penalty on the supplier of €25,000 for each breach. The supplier shall pay the amount of the penalty immediately following the aforementioned confirmation and communication thereof to the supplier.

Article 14. Inspection

The client shall be entitled to inspect goods or arrange their inspection at any time, both during production, processing and storage and following supply. The supplier shall cooperate fully with this. Approval shall not discharge the supplier from any obligation and in particular not from liability for hidden defects.
If the client is of the opinion that the goods supplied by the supplier do not conform to that which has been agreed, the client shall be entitled to reject the goods, in which case the risk of the goods shall (again) rest with the supplier.
In the event of rejection the supplier shall be notified accordingly with all due speed. The reason for rejection shall be decisive in the choice of the client’s options:
- Request return and resupply, whether or not with compensation
- Demand repair of the goods supplied or of the defects found in the work done, whether or not with compensation
- Whole or partial dissolution of the contract, whether or not with compensation, without further notice of default or judicial intervention being required.
The associated costs shall be for the supplier’s account.

Article 15. Packaging

The client shall have the right to return the (transport) packaging materials to the supplier at the supplier’s expense at any time.
Processing or destruction of (transport) packaging materials shall be a responsibility of the supplier. If packaging materials are processed or destroyed at the request of the supplier, this shall be at the supplier’s risk and for the supplier’s account.

Article 16. Dissolution

In the event of failure by the supplier in the fulfilment of its obligations under the contract or other contracts resulting from it, and for instance in the event of its bankruptcy or court protection from creditors and in the event of cessation of activities, withdrawal of any permits, seizure of (a part of) company property or goods intended for the performance of the contract, liquidation or takeover or any similar situation of the company of the supplier, it shall be in default by operation of law.
Notwithstanding all other rights, the client may dissolve the contract as a whole or in part if any benefit has been or is offered or provided by the supplier or one of its employees or representatives to a person who is part of the company of the client or to one of its employees or representatives.
In the above cases the client shall have the right to dissolve the contract unilaterally as a whole or in part without notice of default and without judicial intervention.
Dissolution shall occur by means of a registered letter or bailiff’s notification to the supplier.

Article 17. Order, safety and environment

The supplier and its employees and third parties engaged by it shall be obliged to comply with statutory international safety, health and environmental regulations, the client taking “The Base Code” of ETI as a basis. A copy of these rules and regulations shall be available immediately for the supplier on application free of charge.

Article 18. Disputes and applicable law

The relationship between client and supplier shall be governed exclusively by Dutch law.
All disputes between client and supplier that cannot be resolved amicably shall be submitted exclusively to the competent court in Amsterdam.

SUPPLEMENTARY CONDITIONS FOR ORDERS AND THE ACCEPTANCE OF WORK FOR THE CLIENT

Article 19. Additional definitions

In these supplementary purchase conditions the terms used below are defined as follows:

Materials: goods as stated in Article 14b that are incorporated into the corporeal objects to be produced, that is are used in the performance of the work, with the exception of the equipment to be used.
Equipment: all the vehicles, items of equipment, cranes, scaffolding and parts thereof, consumables, etc, that the supplier uses in the performance of the contract, except for the goods to be incorporated into the corporeal objects to be produced.

Article 20. Scope

These supplementary conditions apply to all enquiries, offers and contracts relating to the filling of orders and/or the acceptance of work by the supplier.
In addition to these supplementary conditions, the client’s purchase conditions apply to the enquiries, offers and contracts referred to above, unless otherwise provided in the supplementary conditions or otherwise expressly provided or provided by the nature of the items.
For the application of these conditions the term personnel of the supplier shall also mean third parties involved by the supplier in the performance of the contract(s).

Article 21. Personnel, equipment and materials

Personnel engaged by the supplier in the performance of the contract shall comply with special requirements laid down by the client and in their absence with the general requirements of professional competence and expertise.
If it is the opinion of the client that there is any question of insufficiently qualified personnel, the client shall be entitled to order the removal of this personnel and the supplier shall be obliged to provide an immediate replacement, with due regard for the provisions laid down in paragraph a of this Article.
The client shall be entitled to inspect and test all the materials and equipment to be used by the supplier in the performance of the contract and to identify personnel involved by the supplier in the performance of the contract.

Article 22. Activities on the site/in the buildings of the client

The supplier must acquaint itself with the conditions on the site and in the buildings of the client where the activities are to be carried out before making a start on the performance of the contract.
The supplier shall ensure that its presence and the presence of its personnel on the site and in the buildings of the client do not affect the undisturbed progress of the activities of the client and third parties.

Article 23. Payment

The client shall only pay once the work has been completed by the supplier to the satisfaction of the client and/or the order has been satisfactorily filled by the supplier and once the supplier has shown on demand of the client that it has paid the personnel and employees employed that which is owed to them.
The client shall always have the right to pay the social security contributions, VAT and payroll tax including social insurance contributions payable by the supplier in respect of the work done, for which the client could be jointly and severally liable as an owner-builder under the Dutch Sequential Liability Act [Wet Ketenaansprakelijkheid], to the supplier by deposit into the latter’s blocked account as defined in the Dutch Sequential Liability Act.
Notwithstanding the provisions laid down in the previous paragraph, the client shall at any time be entitled to withhold the amounts of social security contributions, VAT and payroll tax including social insurance contributions referred to in the previous paragraph from the contract sum and to pay them direct to the industrial insurance board concerned or the collector of direct taxes on behalf of the supplier.
In cases as referred to in paragraphs b and c of this Article, the client shall be discharged in respect of the supplier by payment hereof, in so far as these amounts are concerned.

Article 24. Obligations of the supplier

The supplier shall be responsible for bringing the activities to a satisfactory conclusion independently and under its own responsibility with due regard for the prevailing regulations relating, for instance, to safety and the environment.
Authorised representatives of the supplier shall in principle be available on the work site during working hours, their absence, replacement and reachability being arranged in consultation with the client.
On demand of the client the supplier must submit to it for inspection the payroll records or the time sheets of all the personnel employed by the supplier, in accordance with a model prepared by the client.
The supplier must strictly fulfil all its obligations towards the personnel it employs.
On demand of the client the supplier must in each case provide it with a copy of the statements of its payment performance to the industrial insurance board and the collector of direct taxes.
The supplier must indemnify the client against liability to third parties for the non-fulfilment by the supplier of its obligations under the contract or under the law.
The supplier must take away waste material and packaging material with it following fulfilment of its obligations.

Article 25. Assignment of rights

The supplier shall not be permitted, without the written consent of the client, to let the order be filled by third parties. Nor shall other rights that the supplier has acquired under the contract with the client be assignable to third parties without the written consent of the client.