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General conditions

FF-Packaging and F&F Verpakkingen are both trade names of Foppen Grafische Bedrijven B.V.

registered under nr.: 08095855 at Kamer van Koophandel (K.v.K.) in Harderwijk, Netherlands

§1 Scope of validity

These conditions apply to all of our business relationships with companies, regardless of the legal

structure, legal persons of public law and public-legal fund assets. The conditions of contractual

partners only apply in cases where we acknowledge these in writing.

§2 Prices / Offers

All deliveries follow the applicable list prices or valid offer prices, plus value-added tax (VAT) whenever

applicable, from the day the delivery was shipped. Unless specified otherwise freight and packaging

are included in the prices.

Our prices are non-binding in their entirety and do not become binding until we sign a written

order confirmation.

Our prices are per unit net and in euros, unless a different agreement has been made expressly

in writing.

All subsidiary agreements that take place during the completion of contract require our written

consent in order to become valid.

The minimum order value per order is stated in the current price list. If this order value is not reached,

a minimum quantity fee will be charged. The rate of this fee can be viewed on the same price list.

Subsequent modifications following production, print approval, which occur at the behest of the

client, are charged to the client.

All information provided (dimensions, materials, colours, weights, images, descriptions, drawings) in

all of our catalogues and price lists are calculated to the best possible degree; however these are only

approximations and, as such, are non-binding. They do not represent warranted characteristics; rather

are purely to be seen as descriptions of our deliveries and services. We reserve the right to make

technical and visual modifications, modifications to the range, as well as modifications in the sense

of product improvement, without prior notice. We reserve the right to amend our prices in the case of

price adjustments becoming necessary due to changes in exchange rates between the time that we

provided the quote and the execution of the order, or where the cost of raw materials has changed.

The client has the right to cancel the order in cases where this price increase is by more than 10% of

the previously agreed price. Staff and material costs accrued up to this point are to be paid by the

client.

§3 Delivery

Over or under-deliveries of up to 20% are due to technical reasons relating to production and cannot

be objected to by the purchaser.

Deliveries in Switzerland and Norway are DAP/DDU. The costs of the import duties have always to be

paid by the receiver in Switzerland or Norway.

§4 Delivery leadtime / Delivery dates

The delivery leadtime begins with the date the order is received by us; however not before all details,

knowledge of which is required to complete the order, have been clarified. Delivery deadlines and

dates are only valid if they have been expressly confirmed by us. They begin with the date of our

written order confirmation, however not before full clarification of all technical and commercial

details, and as such not before all of the documents to be provided by the client (e.g. artworks, layout

sketches, color specifications etc.) have been provided. In the case of the agreement of an advanced

partial or full payment, the delivery deadlines and dates do not begin prior to receipt of the agreed

payment.

The delivery is completed with the day on which the goods leave our warehouse, or are stored

in our warehouse in the case of an inability to deliver.

Compensation for delays or in the case of a subsequent objective impossibility of delivery is excluded.

In the case of default in acceptance or debtor’s delay by the client, the risk of accidental decay

or damage to the goods transfers to the client at this time that this default in acceptance occurred.

We are authorised to set an appropriate period of grace. Once this period of grace has elapsed, we

are authorised to warehouse the non-collected goods at the cost of the client in line with §3.1.3 of

our terms and conditions. Our right to withdraw from the contract and to demand damages remains

unaffected.

§5 Payments

Our invoices are to be paid net within 14 days, unless another written agreement is in place. Incoming

payments are offset against the oldest debts. Bills of exchange and cheques are only accepted in cases

where they are free of charge and expense for us to process. In the case of delayed payment, we are

authorised to charge default interest at a rate of 8% above the respective basic rate of interest p.a.

The enforcement of further damages caused by delay is not excluded by this.

If the payment conditions are not adhered to for a reason that cannot be justified, all of our

outstanding accounts, including those for which payment by installments or deferral has been agreed,

are immediately due. The purchaser can only offset compensation or a right of detention with counter

claims which we have ascertained to be not undisputed or legally binding. Cash discounts are only

guaranteed in cases where all payment obligations from earlier deliveries have been fulfilled.

In the case of a serious deterioration in the pecuniary circumstances of the client, which justify doubt

in the client’s ability to pay, we are authorized to withdraw from the contract or to withhold our

deliveries and services and to set the client an appropriate deadline for the prepayment or the

provision of securities of our choice. Following the elapse of this deadline, we are similarly authorized

to withdraw from the contract.

We must be informed of any possible errors in our invoices within 8 days of the invoice being

received. Silence on the part of the invoice recipient is deemed to be implicit acknowledgement of

the correctness of the invoice.

§6 Title retention

All goods supplied remain our property until complete payment of all outstanding accounts has been

made by the purchaser. The purchaser can liquidate or process the goods under retention of title in the

framework of a proper business operation, when it is ensured that the accounts receivable demises to

us and the retention of title is passed from the client to their customers. The processing or conversion

of the goods delivered by us under retention of title does not lead to an acqui- sition of ownership by

the purchaser. If the goods supplied are combined or processed with other items then this takes place

on our authority without resulting in any obligations for us.

If the goods supplied are resold by the purchaser to third parties, either alone or in combination with

other items, prior to payment of the purchase price - which is permitted within the framework of

proper business dealings, in particular for a reselling business - the purchaser is obligated to reserve

the right of title. The purchaser then cedes the demanded purchase price from the customer for the

whether the goods supplied by us are processed, converted or combined with other goods or not.

reselling to us to cover the amount of payment that is still owed to us. This applies regardless of

if the goods supplied by us are sold following combining, conversion or processing with other goods,

the amounts receivable for the purchaser from their customer is considered ceded to us to the degree

of the purchase price agreed between us and the purchaser. We are authorized to press for the assignment

of the debt from the client. The purchaser authorizes us to assert the claim for the amounts

receivable ceded to us directly against their customer in our own name. On the demand of the purchaser,

we are obligated to release the amounts receivable assigned to us for security, once their total

sum exceeds more than 20% of our amounts receivable.

The purchaser is obligated to provide us with information as and when requested about the

whereabouts of the goods supplied under retention of title and about the amounts receivables

resulting from their resale; in particular to provide us with the name and the address of their

customer and the degree of the amounts receivable assigned to us, and to provide us with all the

information required for the enforcement of the amounts receivable assigned.

Other funds committed such as pledging or transfer by way of security for our goods are not

permitted. Furthermore, the purchaser is obligated to inform us of distraints of the goods and or the

assigned amounts receivable or from other claims, which the third party levies in view of the goods

or the amounts receivable assigned. In the case of distraints, the purchaser is to send us a transcript

of the distraint protocol at once. In the case of seizure by the third party, the purchaser has to bear

all costs that are required to repeal the seizure, in particular those in the framework of a third-party

motion to vacate, as well as the costs required to replace the goods.

§7 Approval of decoration orders

Artwork proofs, are to be checked by the client for design, artwork position, print colour and any other

possible error and are to be approved in writing or, in the case of an error, the modifications are to be

advised in writing. We are not liable for any errors overlooked by the client. Modifications or

corrections made over the phone or orally require additional written confirmation.

Extensive modifications, re-setting films, re-producing print moulds, cylinders and so on or any other

modifications that exceed the standard degree of modifications made after the creation of approval

samples are charged to the client if the artwork provided initially deviates from these modifications.

For high-end printing on plastic or PP (non) woven bags, shopping bags or courier bags copperplate

printing is used with plates or sleeves. FF-Packaging clearly states this in her offers and order confirmations.

The plates / sleeves are produced from a copper alloy and are therefore expensive, and also

can be used for a limited amount of time due to the influence of local weather and stock conditions

such as moist. FF-Packaging guarantees these plates can be used for a maximum of 12 months after

the delivery of the carrier bags. For possible repeatorders after 12 months after the first delivery,

we have to check individually if the plates still can be used or not. If this is not the case, new printing

plates / sleeves have to be produced. FF-Packaging can not be held responsible for the costs of these

new plates / sleeves. Of course we are willing to search for a solution when this occurs.

§8 Acceptance / Liability in case of defects

The client is responsible for checking that the goods are free from defect immediately upon receipt.

Notifications of defects due to the clear faulty appearance and workmanship of the goods or due to

the goods deviating in appearance or due to the delivery of goods that clearly differ from those that

were ordered are to be made in writing within 3 days of delivery or, in cases where the fault was not

identifiable during the immediate inspection, 1 week after the fault is discovered. If clear faults are not

advised in due time and form, our liability stops. In the case of the shipment of neutral, undecorated

goods from the client to a certain decorator (printer, embroiderer), they must check the goods as

described above prior to further processing. We reject any liability for defects on neutral goods that

we printed, decorated or converted in any way by the buyer or his contractor.

We are only liable for damages that we are responsible for if we or our subcontractors show intent

or gross negligence. This applies to all claims for damages, regardless of whether they relate to legal

regulations, delictual action, contractual agreements or other legal reasons. This limitation of liability

does not, however, include direct damages caused by the lack of promised qualities or harm caused by

defects that the purchaser should be safeguarded from by the promised quality. We are only liable for

other consequential harm caused by defects in the aforementioned limited way.

All of the print procedures used can lead to negligible deviations within the production run or between

the proof and series production. These deviations do not constitute a justifiable reason for a notification

of defect.

There are no claims for damages in the case of negligible deviations from the agreed quality and in the

case of negligible curtailing of the usability. Standard trade and industry tolerances do not justify notifications

of defect. Faults affecting part of a delivery cannot lead to complaints regarding the entire

delivery.

If part of a delivery or the entire delivery is rejected, no one item from the rejected goods can

be used, processed or forwarded. If this occurs, the complaint becomes invalid.

Further claims for damages or for reimbursements of expenses by the purchaser, for whatever legal

reason, are excluded, in particular due to the infringement of obligations from the obligatory relation

and from unlawful acts. This does not apply if there is conclusive liability, e.g. in line with the German

Product Liability Law, in the case of intent, gross negligence, due to injury to life, body or health, or due

to the infringement of fundamental contractual obligations. The claim for damages for the infringement

of fundamental contractual obligations is however covered by the predictable damages typical

to the contract and only to the degree of the limit of liability of our liability insurance, unless it is a case

of gross negligence or intent, or due to injury to life, body or health.

All defect claims expire by limitation within a year of approval.

§9 Environmental tax and waste disposal licence fees

1. Our prices donot include any environmental tax and/ or waste disposal licence fees, whichever

applicable according to the valid laws of the client’s domicile or delivery location should this be

different.

2. As of January 1st 2019 a new Packaging Act (VerpackG) has come into effect in Germany.

The law requires all classified packaging materials to be registered at the “Zentrale Stelle

Verpackungsregister” and a so called Dual System that ensures that b2c packaging materials are

separately collected and that the reclycing conditions according to the Packaging Act are being

complied with. Classified is filled packaging which is passed to the private end consumer at some

point, it includes what is known as service packaging such as e-commerce packaging and carrier

bags of all sorts. We assume that you are aware of this legislation and that you will take care of

the packaging registration at the Zentrale Stelle and that you have an agreement with a Dual

System for the payment of waste disposal costs.

3. Only at your explicit request we can take care of the registration for you and pay the waste

disposal costs for you. We request you to instruct us to do so upon placing your order. For this

service we charge a fee per order plus the relevant waste disposal costs per kilo, which will

invoiced separately (amount to be determined).

§10 Closing provisions (Applicable law / Partial Invalidity / Place of Fulfilment and Legal status

Dutch law is solely applicable - in particular for deliveries abroad - for the contractual relationship.

The United Nations Convention on Contracts for the International Sale of Goods (CSIG) from 11.04.1980

and its subsequent regulations do not apply. Should individual provisions within these terms and

conditions become or be void, the validity of the remaining provisions is not affected.

The place of fulfillment for delivery and payment, and the legal status for all disputes relating to our

contractual relationship is Harderwijk, The Netherlands. We are, however, authorized to call upon the

court responsible for the headquarters of our contractual partner.