GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF VERÉPACK BV
Article 1 – Applicability
1.1 In these general terms and conditions of sale and delivery, the term “VeRépack,” shall have the following meaning: VeRépack
Logistics BV, Pascalweg 4a, 6101 WV in Echt-NL, as well as its related companies. In these general terms and conditions of sale and
delivery, “product” or “products” shall mean: services, products and other goods offered, sold and/or delivered by VeRépack These
terms and conditions apply to all offers and/or agreements made by VeRépack to or entered with third parties (hereinafter “the
Client”) as well as to the execution thereof.
1.2 These terms and conditions shall apply to the exclusion of any terms and conditions used by the Client.
1.3 The Client can only invoke stipulations deviating from these terms and conditions if and insofar as these have been accepted by
VeRépack in writing.
Article 2 – Offers, contracts and agreements
2.1 All offers of VeRépack are without obligation. Orders and acceptances of offers by the Client shall be deemed irrevocable.
2.2 VeRépack shall only be bound if it has confirmed acceptance of the offer in writing or if it has commenced execution. Moreover,
VeRépack shall only be bound as it has accepted.
2.3 Any or alleged inaccuracies in the order confirmation must be notified to VeRépack in writing within 2 working days after the date
of the confirmation by the Client, failing which the order confirmation shall be deemed to accurately and completely reflect the
2.4 Verbal promises or agreements by or with its staff shall not bind VeRépack until and insofar as it has confirmed this in writing.
Article 3 – Conformity
3.1 All statements by VeRépack of quantities and/or other indications relating to its products are made with the greatest possible
care. However, VeRépack cannot guarantee that there will be no deviations in this respect. The Client must check the conformity with
the quantities and/or other indications stated by VeRépack or agreed with VeRépack upon receipt of the products. Statements
made by VeRépack regarding colours, weights, dimensions, etc. are only approximations and are without obligation.
3.2 Images, descriptions, catalogues, advertising material and offers do not bind VeRépack.
3.3 The Client must ensure that the products to be ordered and/or ordered by him and the associated packaging, labelling and
other information comply with all government regulations in the country of destination. The use of the products and their conformity
with government regulations is at the risk of the Customer.
Article 4- Data and indemnity
4.1 The Client guarantees the correctness, completeness and reliability of the data and information provided to VeRépack by or on
behalf of the Client. VeRépack is only obliged to (further) execute the order if the Client has provided all data and information required
by VeRépack. If data necessary for the execution of the agreement are not available to VeRépack, or are not available on time or in
accordance with the agreements, or if the Client fails to fulfil its obligations in any other way, VeRépack is also entitled to charge the
costs incurred as a result in accordance with its usual rates.
4.2 If an order is to be executed according to designs, drawings or other instructions of the Client, VeRépack shall charge the Client
a separate price for this, unless agreed otherwise in writing.
4.3 In the event of processing or processing of semi-finished products of VeRépack by or on behalf of the Client, this shall take place
with due observance of the intellectual property rights of VeRépack and/or third parties. The Client is responsible for the fulfilment of
this obligation by the third parties engaged by it. The Client shall indemnify VeRépack against all claims of third parties arising from
this treatment or processing and the consequences of the application of these treated or processed items.
4.4 The Client shall furthermore indemnify VeRépack as well as employees of VeRépack against claims of third parties, including
employees of VeRépack, who suffer damage in connection with the execution of the agreement as a result of
4.5 the acts or omissions of the Client, the inaccuracy or incompleteness of data or information provided by or on behalf of the Client
and/or unsafe situations in its company or organization.
Article 5 – Processing of personal data
5.1 Insofar as Personal Data are processed in the context of the performance of the work, these Personal Data will be processed in
a proper and careful manner and in accordance with the Data Protection Act and General Data Protection Regulation.
5.2 Technical and organizational measures will be taken to protect the Personal Data against loss or any other form of unlawful
processing, taking into account the state of the art and the nature of the processing.
Article 6 – Intellectual Properties
6.1 All intellectual property rights with regard to the products and their designations, and with regard to everything VeRépack
develops, manufactures or provides, including packaging, advertising material and images, belong to VeRépack.
6.2 The Client is not permitted to remove or change any indication of trademarks, trade names or other intellectual property rights
from the products. The Client shall only offer, sell and deliver the products under the brand name, logo and packaging that VeRépack
has assigned to the products.
Article 7 – Prices
7.1 Prices stated by VeRépack or agreed upon with VeRépack are inclusive of packaging costs, but exclusive of VAT, import and
export duties, excise duties and other taxes or levies imposed or levied with regard to the products and their transport.
7.2 Prices quoted by VeRépack are in Euros, excluding transport costs and are valid for delivery ex warehouse.
7.3 VeRépack is entitled to charge a surcharge for order and administration costs for orders below a size determined by VeRépack
in accordance with the applicable regulations at the time VeRépack entered into the agreement.
7.4 With regard to products not yet delivered, VeRépack reserves the right to change sales prices, discounts and/or sales
conditions in the prices, discounts and/or sales conditions applicable on the day of delivery. In that case, the Client has the right to
dissolve the agreement, insofar not already actually executed, by means of a registered letter sent to VeRépack within 8 days after
the announcement of the change, unless the change is to his advantage.
7.5 If VeRépack has taken on further work and/or services without explicitly agreeing on a price in writing, it shall be entitled to
charge the Client the actual costs and/or VeRépack’s usual rates.
7.6 If, after the offer and/or the conclusion of an agreement, cost price determining factors, including taxes, excise duties, import
duties, exchange rates, wages, the prices of goods and/or services (whether or not involved by VeRépack from third parties) change,
VeRépack is entitled to adjust the prices accordingly.
Article 8 – Delivery time, delivery and packaging
8.1 Stated delivery times are approximate and can never be regarded as fatal. Exceeding the delivery time does not oblige VeRépack
to pay any compensation and does not give the Client the right not to fulfil or to suspend his obligations ensuing from the agreement.
However, the Client is entitled to dissolve the agreement if and insofar as VeRépack has not executed the order within a term set by
the Client that is at least equal to the initially stated or agreed delivery time. In that case, VeRépack shall not owe any compensation.
8.2 The delivery time is based on the working conditions applicable at the time of the conclusion of the agreement and on timely
delivery of the items required by VeRépack for the fulfilment of the agreement. If a delay occurs as a result of a change in working
conditions and/or the late delivery of items required by VeRépack, the delivery time will be extended as far as necessary.
8.3 The delivery time will be extended by the duration of the delay which arises on the part of VeRépack as a result of the Client’s
failure to fulfil any obligation arising from the agreement or to request cooperation from him with regard to the execution of the
8.4 The delivery of the products takes place at the moment that the products are segregated on behalf of the Client. The products
are at the risk and expense of the Client from delivery, even if ownership has not yet been transferred.
8.5 VeRépack determines the way in which and by whom the products are transported, unless agreed otherwise in writing. The
transport takes place at the Client’s risk. The Client is obliged to take receipt of the products immediately upon arrival at the place of
destination. The Client shall ensure that there are sufficient loading and unloading facilities and that the products are unloaded
8.6 Loading and unloading as well as loading, re-packing and packing is at the expense and risk of the Client, even if VeRépack assists
the Client in this.
8.7 If the Client does not take receipt of the products or does not come to collect them or have them collected, they will be stored at
the expense and risk of the Client for as long as VeRépack deems this desirable and/or necessary. In this case, as well as in case of
any other (attributable) failure on the part of the Client, VeRépack will at all times be authorized, at VeRépack’s discretion, either to
demand compliance with the agreement or to dissolve the agreement (extrajudicially), all this without prejudice to VeRépack’s rights
to compensation for the damage suffered and the loss of profit, including the costs of storage.
8.8 VeRépack is not obliged to comply with a request of the Client for re-delivery or after-delivery. If VeRépack nevertheless does so,
the costs related thereto shall be for Client’s account.
8.9 VeRépack is authorized to execute an agreement in parts and to claim payment of that part of the agreement that has been
8.10 VeRépack determines the way in which the products are packaged. The Client shall be obliged to return packaging on loan,
including pallets, stillages (for the purpose of glass), or other materials that are intended to guarantee good shipping and packaging
materials other than cardboard and other protective strips etc., empty and in undamaged condition within 14 days. If the Client fails
to comply with his obligations with regard to packaging, all costs arising from this shall be at his expense. Such costs include the
costs arising from late return and the costs of replacement, repair or cleaning.
8.11 If the Client does not return any loaned packing within the term stated therein after a reminder, VeRépack shall be entitled to
replace it and charge the costs thereof, provided VeRépack has announced these steps in its reminder.
Article 9 – Force majeure
9.1 Force majeure is understood to include: extreme weather conditions, fire, water nuisance, accident, illness or strike of personnel,
lack of raw materials, business interruption, stagnation in transport, disturbing legal provisions, problems unforeseen by VeRépack in
the production or transport of the products and the untimely delivery of goods or services by third parties engaged by VeRépack.
9.2 If VeRépack is prevented from fulfilling the agreement due to force majeure, it is entitled to suspend the execution of the
agreement. In that case, the Client is not entitled to compensation of damage, costs or interest.
9.3 If VeRépack has already partially fulfilled its obligations when the force majeure situation occurs or can only partially fulfil its
obligations, it shall be entitled to separately invoice the part already delivered and/or the part deliverable and the Client shall be
obliged to pay this invoice as if it were a separate agreement.
Article 10 – Warranty and complaints
10.1 VeRépack guarantees the soundness of the products delivered by VeRépack in accordance to what the Client may reasonably
expect pursuant to the agreement. If, nevertheless, defects occur in the products delivered by VeRépack as a result of manufacturing
and/or material faults, VeRépack will replace the products concerned in whole or in part or apply a reasonable price reduction, all
this at the discretion and exclusive discretion of VeRépack. This guarantee is valid for 6 months after delivery, unless explicitly agreed
otherwise in writing.
10.2 Defects that occur in or (partly) as a result of the guarantee are in any case not covered by the guarantee:
– normal wear and tear;
– failure by (staff of) the Client to observe instructions or regulations with regard to use and/or storage;
– injudicious maintenance or use by the Client;
– the application of any government regulation regarding the nature or quality of applied materials;
– items provided by the Client to VeRépack for the processing or execution of an order or used in consultation
with the Client;
– raw materials obtained by VeRépack from third parties, insofar as these third parties have not provided
VeRépack with a guarantee;
– the improper use/processing of the products by the Client, unless VeRépack explicitly states a certain
method of processing in its documentation, brochures etc. or has allowed this in writing without any
10.3 Immediately upon receipt by or on behalf of the Principal, the Principal must carefully inspect the delivered products or have
them inspected, on pain of forfeiture of any right to complain and/or guarantee. Any complaint regarding the quantity of products
delivered must be noted immediately on the waybill or delivery note, failing which the quantities stated on the waybill or delivery note
will constitute compelling evidence against the Client.
10.4 Claims under the guarantee must be reported to VeRépack by registered letter within 8 days after a defect has occurred. In
the absence of a timely complaint, any claim against VeRépack expires.
10.5 If the Client complains, he shall be obliged to give VeRépack the opportunity to inspect the products (or have them inspected) in
order to establish the shortcoming. The Client is obliged to keep the products complained about at VeRépack’s disposal, under
penalty of forfeiting any right to complain and/or guarantee.
10.6 Returning of sold products to VeRépack, for whatever reason, can only take place after prior written authorization and shipping
and/or other instructions from VeRépack. The transport and all related costs are at the expense of the Client. The products remain
for the account and risk of the Client at all times. VeRépack shall reimburse the transport costs if it is established that there is an
attributable shortcoming on the part of VeRépack. Requests for returns that date from 30 days after the invoice date will not be
10.7 Any defects relating to part of the products delivered do not entitle the Client to reject or refuse the entire batch of products
10.8 Any right to guarantee or claim expires if the products have been transported, handled, used, processed or stored improperly
or in violation of instructions given by or on behalf of VeRépack or if the usual measures/regulations have
not been observed, as well as if the Client fails to fulfil any obligation towards VeRépack arising from the underlying agreement, or
fails to do so properly or on time.
10.9 Complaints do not suspend the payment obligations of the Client.
10.10 After detection of a shortcoming in a product or service, the Client is obliged to do all that which prevents or limits damage,
explicitly including any immediate cessation of use, processing, processing and/or trading.
Article 11 – Retention of title
11.1 VeRépack retains ownership of the products delivered and to be delivered until its claims with regard to the products delivered
and to be delivered have been paid in full by the Client, including claims due to failure to fulfil one or more agreements.
11.2 If the Client fails to fulfil its obligations, VeRépack shall be entitled to recover the products belonging to it (or have them
recovered) from the place where they are located, at the expense of the Client.
11.3 The Client is not entitled to pledge the products not yet paid for or to transfer ownership thereof other than in the context of
normal business operations.
11.4 The Client is obliged to keep the products delivered under retention of title with due care and as recognizable property of
11.5 The Client shall not have any right of retention with regard to the products delivered by VeRépack.
Article 12 – Right of pledge
12.1 VeRépack has a right of pledge and a right of retention on all goods, documents and monies VeRépack has or will have in its
possession for whatever reason, for all claims it has or may have on the Client. VeRépack has a right of pledge and a right of
retention towards anyone who demands delivery of the items, documents and/or funds.
12.2 VeRépack can also exercise the rights referred to in 12.1 for what the Client still owes VeRépack in connection with previous
and/or already executed orders.
Article 13 – Payment
13.1 Unless otherwise agreed upon in writing, payment of VeRépack’s invoices shall take place within 30 days after the date of
invoice, in the currency stated on the invoice and exclusively in the manner indicated on the invoice. VeRépack has the right at all
times to claim full or partial payment in advance and/or otherwise obtain security for payment.
13.2 VeRépack is entitled to invoice partial deliveries separately.
13.3 If payment is not received on time, the Client shall owe interest of 1% per month on the invoice amount, calculated from the due
date up to and including the day of payment, without further notice of default, whereby part of a month shall be considered a full
13.4 All costs relating to collection, including, among other things, extrajudicial collection costs and pre-procedural costs, shall be
borne by the Client. The extrajudicial collection costs amount to at least 15% of the amount to be collected, with a minimum of €
13.5 The Principal waives any right to set off amounts owed from one side to the other. VeRépack shall at all times be entitled to set
off all that it owes to the Client against what the Client and/or affiliated companies owes VeRépack, whether or not due and payable,
subject to conditions or time limits.
13.6 The entire invoice amount is immediately due and payable in full in the event of late payment of an agreed instalment on the due
date, as well as in the event that the Client is declared bankrupt, applies for (provisional) suspension of payments, is declared subject
to the statutory debt rescheduling scheme or has been placed under guardianship, if any attachment is levied on the goods and/or
claims of the Client, if the Client dies, goes into liquidation or is dissolved. If one of the aforementioned situations occurs, the Client is
obliged to inform VeRépack of this immediately.
13.7 Payments made by the Client shall first be applied to settle the costs owed, then to settle the interest due and finally to settle
the longest outstanding due and payable invoices, even if the Client states that the payment relates to a later invoice.
Article 14 – Cancellation and compensation
The Client may not cancel an order given. If the Client nevertheless fully or partially cancels an order given, it shall be obliged to
compensate VeRépack for all costs reasonably incurred with a view to the execution of this order, the work of VeRépack and the loss
of profit by VeRépack, increased by VAT.
Article 15 – Liability
15.1 Apart from the provisions in article 10, the Client shall not have any claim against VeRépack due to defects in or with regard to
the products delivered by VeRépack. VeRépack is therefore not liable for direct and/or indirect damage,
15.2 including personal and property damage, immaterial damage, consequential damage (business and/or stagnation damage)
and any other damage, caused by whatever cause, except in case of gross negligence or intent on its part.
15.3 VeRépack is also not liable in the sense referred to above for actions of its employees or other persons that fall within its
sphere of risk, including (gross) negligence or intent of these persons.
15.4 VeRépack is not liable for violation of patents, licenses and/or other rights of third parties by using data provided by or on
behalf of the Client. VeRépack is also not liable for damage or loss of raw materials, semi-finished products, models and/or other
items made available by the Client.
15.5 Damage to products caused by damage or destruction of packaging is at the expense and risk of the Client.
15.6 If VeRépack, based on facts and/or circumstances known to VeRépack at that moment, proceeds to exercise a right of
suspension or dissolution, while afterwards it is irrevocably established that the exercise of this right was wrongful, VeRépack shall
not be liable and shall not be obliged to make any compensation for damages, except in case of intent or gross negligence on its part.
15.7 In all cases where VeRépack is obliged to pay damages, these will never be higher than, at VeRépack’s choice, either the invoice
value of the delivered products and/or services through which or in connection with which damage has been caused or, if the
damage is covered by VeRépack’s liability insurance, the amount actually paid out by the insurer.
15.8 Any claim against VeRépack, except those acknowledged by VeRépack, expires by the mere lapse of 12 months after the claim
15.9 The Client indemnifies VeRépack, its employees and auxiliary persons engaged by VeRépack for the execution of the agreement
against any claims by third parties, including claims based on product liability, in connection with the execution by VeRépack of the
agreement, regardless of the cause, as well as against the resulting costs for VeRépack.
Article 16 – Representation
If the Client acts on behalf of one or more others, he shall, without prejudice to the liability of those others, be liable towards
VeRépack as if he were the Client himself.
Article 17 – Final provisions
17.1 The nullity or voidability of any provision of these terms and conditions or of agreements to which these terms and conditions
apply shall not affect the validity of the remaining provisions. VeRépack and the Client are obliged to replace provisions that are null
and void or nullified by valid provisions with as much as possible the same purport as the null and void or nullified provision.
17.2 All disputes between VeRépack and the Client shall in the first instance exclusively be judged by the NL-Roermond District Court,
all this without prejudice to the mandatory jurisdiction of another Dutch court and unless VeRépack prefers a otherwise competent
court when ignoring this article.
17.3 All agreements concluded by VeRépack are exclusively governed by Dutch law.
17.4 The effect of any international convention on the sale of movable tangible property the effect of which may be excluded between
the parties shall not apply and is hereby expressly excluded. In particular, the applicability of the Vienna Convention on the
International Sale of Goods 1980 is expressly excluded.