General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF SALE THE PACK
1 Scope and definitions
1.1 These General Terms and Conditions apply to all orders of Products and/or Services by the Customer with The Pack and all
deliveries of Products and/or Services by The Pack to the Customer. These Conditions also apply to all follow-up orders and deliveries of Products or Services following an initial order or delivery.
1.2 For the purposes of the General Terms and Conditions, the following are defined as follows:
I. "General Terms and Conditions" means these The Pack General Terms and Conditions;
II. "Service"/"Services" means all packaging services ordered by the Customer from The Pack and/or delivered by The Pack to the Customer, as indicated in the order form;
III. "The Customer" means the entity/company placing an order with The Pack;
IV. "The Pack" means The Pack, a civil company under Belgian law with its registered office at 2820 Bonheiden, Meiboomstraat 3B and registered in the Crossroads Bank for Enterprises under number 1005.552.082;
V. "Agreement" refers to any order form, the Terms and Conditions and any other contracts, documents, attachments or written agreements in force between the Customers and The Pack;
VI. "Products" means all packaging materials ordered by the Customer from The Pack and/or delivered by The Pack to the Customer, as indicated in the order form;
VII. "Party": The Pack or the Customer, collectively referred to as the "Parties".
1.3 Any deviation from these General Terms and Conditions is only enforceable against The Pack in case of explicit prior written consent of The Pack. If deviating conditions, e.g. on an order form, are included, these take precedence over the General Terms and Conditions.
1.4 By placing an order or entering into any other Contract with The Pack, the Customer acknowledges having read these General Terms and Conditions and expressly agrees to them.
1.5 The general and special conditions stated on the Customer's documents are not opposable to The Pack and are excluded.
The Pack offers its Products and Services only to persons acting in a purely professional capacity.
2 Order
2.1 An order by the Customer is only valid if placed in writing.
2.2 The Pack is only bound after written acceptance of the Customer's order, each time followed by the issue of the order form.
2.3 The Pack may refuse or suspend packing of goods if The Pack is of the opinion that doing so would be contrary to applicable legislation or would pose safety risks to the performers of the transport, or to the good condition of other consignments and/or equipment.
2.4 The Pack also has the right to refuse to pack goods, should it appear that the Customer does not have the required certificates and documents necessary in the context of transport of dangerous goods.
2.5 If the suspension of an order involves costs for The Pack, The Pack has the right to recover these costs from the Client.
3 Delivery
3.1 The Products and/or Services will be delivered on the date and at the address specified in the order form or on the forefront of the invoice.
3.2 Delivery of Products and/or Services shall be "ex Works", unless otherwise agreed in writing. Also in the latter case, the Products are transported at the Customer's risk.
3.3 Delivery times are always indicative.
4 Liability
The Pack's liability is at all times limited to the total of the amounts invoiced to the Customer, and only relates to the direct damage proven by the Customer.
4.1 Parties shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings or damage due to business interruption.
4.2 The Pack is not liable for damages of any kind resulting from inaccurate and/or incomplete data or information provided by the Customer, nor for damages resulting from a modification of the Products or Services by the Customer or an unauthorised third party, abuse or incorrect use of the Products or Services by the Customer, use of the Products or Services not in accordance with applicable standards, non-compliance with the instructions for use or for defects in the Customer's equipment of which it was not previously informed or could not reasonably have been aware.
4.3 Nothing in these General Terms and Conditions shall be construed as an exemption from liability of the Parties for gross negligence or wilful misconduct or intent of appointees, or other cases for which no exclusion is legally possible.
4.4 The Customer indemnifies The Pack against any claims of third parties, which suffer damages in connection with the performance of the Contract and which are attributable to the Customer.
5 Prices
5.1 The prices and rates are those applicable at the time an order is placed, which the Customer has had the opportunity to take note of and which the Customer has accepted.
5.2 Costs, taxes, duties and any other taxes payable by the Customer for the sale and/or delivery of the Products or Services will be notified to the Customer.
5.3 If prices and rates are exclusive of VAT, VAT will always be stated separately.
5.4 The Pack reserves the right to change the price stated in the order form for valid and objective reasons communicated in writing to the Customer along with the notification of the price change, such as, but not limited to, an increase in the price of raw materials, a new tax or the increase of prices of its own suppliers.
5.5 If this price change exceeds 5%, the Customer has the right to cancel his order. Such cancellation is only valid if it is made within 5 days of the notification of the price change.
6 Complaints and warranty
6.1 The Pack guarantees that the Products and Services are delivered in conformity with the applicable packaging standards. The Client is responsible for using the Products in conformity with these standards and for being aware of the content of these standards. Any use contrary to these standards shall be entirely at the Customer's expense.
6.2 The Pack warrants to the Customer that the Services are provided by duly qualified and trained personnel, with due care and attention, and at a level of quality as the Customer may reasonably expect under all circumstances.
6.3 Any complaints regarding visible defects or non-conformity must be notified to The Pack by motivated and registered letter within 5 days after the delivery date. Failing this, all visible defects or non-conformity are deemed to have been accepted by the Client.
6.4 Any complaints regarding hidden defects must be reported to The Pack by motivated and registered letter within fourteen days after discovery, but at the latest within three months after the delivery date. Failing this, all hidden defects are deemed to have been accepted by the Customer.
6.5 The submission of complaints does not entitle the Customer to suspend its payment for the Products or Services delivered.
6.6 In case The Pack acknowledges the merits of a submitted complaint, it will initially only be obliged to repair or replace the disputed Products, at its discretion. If it does not consider repair or replacement appropriate, it will provide financial compensation within the limits of Article 4 "Liability". At The Pack's request, the Customer will return the Products to be replaced to The Pack at short notice.
7 Cancellation
7.1 Any cancellation of an Order by the Client must be done in writing and is only valid after acceptance by The Pack. In case of cancellation, The Pack has the right to fully invoice the costs incurred for the Order (logo design, printing, packaging costs, etc.), and at least a fixed compensation of 50% of the price of the Order is due.
7.2 The Pack always has the right to cancel an order free of charge within 10 working days from delivery of the order form, in case of unforeseeable circumstances in accordance with article 12, including but not limited to in case of exhaustion of stock and/or disruption of the logistic process. This by means of a letter addressed to the Customer.
8 Retention of title
8.1 The Products, even in case of processing or mixing, remain the property of The Pack until full payment of the principal sum, costs and interest, as well as in case of bankruptcy.
8.2 In any case, the Client is prohibited from reselling, pledging or transferring the claim on the delivered Products before the purchase price has been paid in full. If the Products subject to the retention of title are further sold by the Client, The Pack's claim will automatically be transferred to the claim of the price of the Products sold by the Client. Consequently, the Client assigns to The Pack any claim arising from the sale of the unpaid Products which are subject to a retention of title.
8.3 In case of an enforcement and/or protective seizure of the Client, bankruptcy, apparent insolvency, collective debt settlement, appointment of an administrator, judicial reorganisation or other similar measures, the Client is obliged to immediately inform the third parties of the retention of title by The Pack. The Customer also undertakes to inform his contact person at The Pack of this by email within 24 hours. If the Client does not receive a response to this e-mail within 48 hours, the Client will contact The Pack by telephone.
8.4 The Pack always reserves the right, where appropriate, to register its retention of title in the National Pledge Register kept by the General Administration of Property Documentation at the FPS Finance.
8.5 Until full payment has been received, the Customer shall hold the Products in safe custody in accordance with the rules of art and keep the Products separate from all other goods of the Customer or any third party in such a way that they are immediately recognisable as the property of The Pack.
8.6 In case The Pack wishes to exercise its property rights referred to in this article, the Client hereby unconditionally and irrevocably authorises The Pack or third parties designated by The Pack to enter all those places where the property of The Pack may be located and to take back the Products in question.
9 Payment terms
9.1 All invoices are payable on the due date or, failing this, within 30 calendar days of the invoice date to the account number specified on the invoice, unless otherwise stipulated.
9.2 In case of non-payment on the due date, a conventional interest of 12% and a fixed compensation per invoice of 15% with a minimum of 125 Euro per invoice will be due, by operation of law and without a reminder or notice of default.
9.3 The non-payment on the due date of one invoice makes the balance of the other, even non-matured invoices, immediately payable by right. An agreement on any other method of payment shall not entail a novation and shall not affect the provisions contained in these General Terms and Conditions.
9.4 Objections to the amount of the invoice do not suspend payment obligations.
9.5 In the event of non-payment, The Pack has the right, without prior notice of default and without judicial intervention, to consider the Contract terminated at the Customer's expense in whole or in part or to suspend its performance in whole or in part, without prejudice to its right to compensation for the damage it has suffered.
9.6 Complaints regarding invoicing must be notified to The Pack by registered mail within 14 days after the invoice has been sent. Failing this, the invoice is deemed to be definitively and irrevocably accepted.
9.7 The Pack reserves the right to demand securities at all times which guarantee the proper performance of the Client's obligations. The Pack has the right to suspend further performance of the Contract as long as such securities have not been provided. In the latter case The Pack will also have the right to automatically terminate the contract with the Client without notice of default.
9.8 In the event of instalment or partial payment, the payments made by the Customer shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest.
10 Intellectual property rights
10.1 Intellectual property created by The Pack before or during the performance of the Agreement, in the design, production or delivery of Products, or which is in any other way related to the Products supplied by The Pack, remains the property of The Pack. Nothing in this Agreement shall be deemed to have granted the Customer a license or any other right of use of intellectual property of The Pack. Any logos, trade names or trademarks owned by The Pack or used by The Pack are the property of The Pack.
10.2 The Pack reserves the right to all intellectual property rights related to the use of these trademarks. The Client may not use these marks, or any other similar marks, nor may it authorize their use without the prior written consent of The Pack.
11 Confidentiality and data protection
11.1 The Pack and the Customer shall treat as confidential all information and data - including, but not limited to, instructions for use, plans, drawings and calculations - that comes to their knowledge in the context of their business relationship and is characterised as confidential or must be deemed to be confidential due to the circumstances of its disclosure and - unless necessary for achieving the purpose of the Agreement or unless based on mandatory applicable law - not to store such information nor to pass it on to third parties or make further use of it in any other way.
11.2 Affected employees and third parties should comply with this obligation accordingly.
11.3 These confidentiality obligations end three years after the termination of the Agreement.
11.4 Included instructions use, plans, drawings and calculations are confidential and intended for personal use and may not be distributed in whole or in part. They remain property of The Pack.
11.5 When The Pack acts as a data controller with respect to personal data of its Customers, it processes such data in accordance with its Privacy Policy. This privacy policy can be found on The Pack's website.
12 Force majeure and unforeseeable circumstances
12.1 All cases of force majeure traditionally recognised as such by Belgian jurisprudence, including but not limited to natural or other disasters such as epidemics and pandemics, nuclear accidents, fires, floods, earthquakes, wars, riots, sabotage or revolutions, which prevent The Pack from fulfilling its contractual obligations, entitle the Customer to suspend its contractual obligations for as long as the force majeure continues, or entitle either Party to terminate the Contract if the force majeure lasts for more than 60 days. The Parties acknowledge that a payment obligation cannot be suspended for reasons of force majeure.
12.2 In case of unforeseeable circumstances for which The Pack is not responsible, which encumber or complicate the fulfilment of its obligations and/or which lead to an unavoidable change in the contractual situation, meaning that the fulfilment of the Contract becomes unfair, the Parties commit to renegotiate the terms in order to agree on the necessary equitable adjustments within 30 days.
12.3 This article does not affect the rights of the Parties in accordance with Article 7 “Cancellation”.
13 Miscellaneous Provisions
13.1 For all disputes, the Courts of the district of Antwerp, Mechelen division have exclusive jurisdiction and only Belgian law is applicable, with the explicit exclusion of The Vienna Sales Convention (1980), the Limitation Convention (1974) and the Limitation Protocol (1980) of the United Nations. In addition, The Pack has the right to submit the dispute to the court on the basis of the general judicial rules.
13.2 If any provision or part thereof is unenforceable, it shall, to the extent required, be deemed not to be part of the General Conditions and/or the Agreement and the unenforceability shall not affect the validity of the remaining provisions of the General Conditions which shall remain in full force and effect. Any invalid provision shall be reinterpreted or amended in such a way that the intended economic purpose can be achieved.
