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Terms and Conditions

General (Delivery) Terms and Conditions of Argos Packaging & Protection

THESE TERMS APPLY TO ALL OUR OFFERS, ORDER CONFIRMATIONS AND COMMERCIAL AGREEMENTS WHERE WE ACT AS VENDOR/SUPPLIER. TERMS AND CONDITIONS OF ARGOS PACKAGING & PROTECTION FROM: ARGOS PACKAGING & PROTECTION, LOCATED AT AARTSDIJKWEG 35, 2676 LE IN MAASDIJK (WESTLAND MUNICIPALITY), DEPOSITED ON 23-03-1987 AT THE CHAMBER OF COMMERCE IN THE HAGUE UNDER NO. 28073125 (ARGOS PACKAGING SYSTEMS BV).

ARGOS PACKAGING & PROTECTION IS REFERRED TO IN THIS TERMS AND CONDITIONS IN TERMS OF “WE” OR “US” / “OUR”. THE PARTY THAT ENTERS INTO AN AGREEMENT WITH ARGOS PACKAGING & PROTECTION WITHIN THE FRAMEWORK OF THE BUSINESS OPERATIONS IS REFERRED TO AS ‘OTHER PARTY’ OR ‘CUSTOMER’.


1. General

  • On all our offers, agreements and the execution of these the present conditions apply. Derogations should therefore be expressly agreed in writing with us.
  • Under ‘other party’ is understood in these terms every (legal) entity or its agent(s), representative(s), assign(s) and heirs which has made an agreement with our company, or wishes to conclude.


2. Offers

  • All offers made will remain valid for a period specified by us. In the absence of such a period, our offers remain free.
  • All documents on sale such as price lists, brochures, and other information are as accurate as possible. These are only binding if this is expressly confirmed to us.
  • Transmission of offers and (other) documentation does not oblige us to deliver or acceptance of the order.
  • We reserve the right to refuse orders without giving reasons, or cash on delivery.


3. Agreement

  • Except as set out below an agreement with us only exists after we have accepted an assignment expressly (in writing or otherwise), respectively have confirmed. The order confirmation is deemed to reflect the agreement correctly and completely unless the customer objects in writing within two days of receiving this order confirmation.
  • Any subsequent supplementary agreements or amendments or (verbal) agreements and / or promises made by our personnel or on our behalf by our sales representatives, agents, representatives or other intermediaries are only binding if they are confirmed by us.
  • Every contract from our part under the condition precedent that the other party is sufficiently creditworthy to financial fulfilment of the contract.
  • We are entitled to when entering or after going into the agreement, prior to (further) execution, to demand security from the other party that it will comply both payment and other obligations. If the required security is not, or not in a satisfactory way, demonstrated or the legal form of the other party has changed, we have the right to terminate the agreement wholly or partially without judicial intervention and to take back already delivered and not yet processed goods, without prejudice to the rights accruing to us upon payment of the amount due upon termination of the agreement because of work performed, deliveries made and costs incurred.
  • We are entitled to – if we consider it necessary – to enable others for proper implementation of the agreement, of which the costs will be charged to the other party according to the quotations provided. If possible and / or, if necessary, we will in this respect consult with the other party.


4. Permissible deviations from the order confirmation

  • Compared with the specifications listed in the order confirmation, the following deviations both upwards and downwards are permissible. In order to assess whether these deviations are exceeded, the average of the total in the type, quality, colour and design quantum supplied will be used as standard. For other characteristics than for which the following tolerances are named, the deviations that have been allowed in the past and by failing so failing, the usual exceptions are permissible.
  • Quantity At the ordered quantity is more or less a reasonable percentage permissible. This is considered reasonable to have the percentage as is customary in the industry. The ‘batch’ means here the agreed quantity in a kind, quality, colour and performance. If a minimum or maximum quantity has been agreed, the double rate upwards downwards is permissible. Is a batch divided by the other party in several batches, than the above percentages apply to each of the batches. Is a batch delivered by us in parts than the above percentages apply to the total batch. If it is agreed that a party is divided over a number of packages with a provision regarding weight, number or length per package, then such provision is not binding and valid above percentages for the whole game. When it happens that permissible deviations from the agreed quantity are the case, the actually delivered quantity will be charged to the other party.
  • Colour Deviations from the agreed colour are permissible, except to the extent that they could and should be avoided in the production methods used. The shelf life of colours is not guaranteed, regardless of the use of designations like lightfast and light resistant in correspondence, quotation or order confirmation.
  • Width and grammage The permissible deviations from agreed thickness and grammage are: a aluminium foil (whether or not as part of another product) 8% plastic film 10%, with a minimum of 0,01 mm 4.5. Width and grammage In sheets, rolls, bags and tapes there is an permissibility of 5% tolerance. For precision rolls, these deviation is also permissible, except as otherwise agreed.


5. Pricing

  • Unless otherwise noted, all quotations are subject to price change.
  • Unless otherwise noted, all quotations are:
    • based on the purchase prices, wages, wage costs, social and government charges, freight, insurance premiums and other costs applicable during the offer or order date;
    • based on deliveries to our company, warehouse or other storage;
    • exclusive of VAT, import duties, other taxes, levies and duties;
    • excluding the costs of packaging, loading and unloading, transport and insurance;
    • stated in Dutch currency, possible current changes are passed on.
  • In case of increase of one or more cost price factors we are entitled to increase the order price, all this with due observance of any relevant existing laws. If a price increase occurs within three months after signing the then the customer will have his part right, provided it is indicated in writing within three days after our written notification to the customer about the price increase, to take back the assignment and suffice to reimburse the already worked, based on the current prices of the increase. This provision does not apply to price increases which we are authorized or required by law.


6. Delivery and delivery time

  • Unless otherwise agreed delivery will be to our company / warehouse. At the time the goods leave our works / warehouse, the risk of goods will transfer to the other party. Free delivery is only if and to the extent that it’s mentioned on the invoice or it is otherwise indicated.
  • The other party is obliged to check the delivered good or the packaging immediately upon delivery (but no later than 2 days) for any shortages or visible damage, or to carry out this inspection after notification from us that the goods are available to the other party, under penalty of forfeiture of the right to appeal to nonconformity.
  • Any shortages or damage to the goods and / or packaging at the delivery are present, should the counterparty state on the delivery note, the invoice and / or the transport documents, failing to do so will make it that claims in this regard are no longer accepted. Our administration is decisive in this regard.
  • We are entitled to deliver in parts (part deliveries), which we can invoice separately. The other party is obliged to pay in accordance with the provisions relating to ‘payment’ below.
  • The delivery times are without obligation and are only approximate. Slight delay in delivery, which is not due to our intent or gross negligence, will not give entitlement to compensation, unless the other party has explicitly stated that there is a deadline, or so it is clear from a written agreement. The other party may, after repeatedly exceeding delivery time, given us a written notice of default. citing a recent (reasonable) time of delivery. After this, the other party has the right to cancel the agreement in writing, unless we are in force majeure within the meaning of Article 9.
  • When the goods after the expiry of the delivery time are not taken by the other party, they are stored at his disposal, at its expense and risk. After a period of four weeks, we are entitled to (privately) sell these goods. The potential yield and lower costs will be borne by the other party, without prejudice to our other rights.


7. Transport/Risk

  • The method of transport, shipment, packaging etc. if no further instructions are provided by thecounterparty to us, without us bearing any liability. Any specific wishes of the other party regarding transport / shipment will be executed only if the other party has declared that it will bear the additional costs.
  • In principle, the transport of the goods always takes place at the expense and risk of the other party, even when the carrier demands that the consignment notes, transport addresses and the like contain a clause stating that all transport damage is at the expense and risk of the sender.
  • With free delivery transportation costs will not be calculated separately.


8. Packaging

  • Sheets and rolls are delivered gross for net, including exclusively to mean the weight of the product to be delivered, including sleeve and primary packing. The primary package will not be charged separately. However, if the party has special wishes regarding the packaging, or if we consider applying the necessary special packaging, these will be charged separately.


9. Circumstances beyond

  • Force majeure is understood to mean: Each of the parties’ independent or unforeseeable circumstance causing that fulfilment of the agreement cannot reasonably be demanded from us by the other party. “Force majeure” is understood in any event: strikes, excessive absenteeism of our personnel, transport problems, fire, government measures, including prohibition in any case import and export, quotas and business disruptions from us or our suppliers; and failure by our suppliers, causing that we cannot (any longer) fulfil our obligations to the other party. If a force majeure event occurs, we are entitled to suspend the execution of the contract or to finally terminate the agreement. The party will be consulted for this purpose.
  • We are entitled to demand payment of the performances carried out in the implementation of the agreement, before the force majeure causing circumstance revealed.
  • We are also entitled to invoke force majeure if the circumstance causing the force majeure, occurs after our performance should have been delivered.


10. Liability

  • Except as otherwise provided by law, we are not obliged to pay any compensation for direct or indirect damages, of any kind, including loss of profits, to movable or immovable property, or to persons, both in the party and third parties. In any case we are not liable for damage arising or resulting from the use of the delivered goods or by their unsuitability for the purpose for which the other party purchased it. This being subject, proved by the party, intent or gross negligence by us or our subordinates, provided that the last act in accordance with our explicit instructions.
  • Subject to the cover of our liability insurers our liability is always limited to the net invoice value of the delivered goods.


11. Claims

  • Without prejudice to the provisions elsewhere in these conditions all claims should be submitted to us in writing within 8 days afterwards , with an accurate statement of the earth and the reason for the complaints. For invoices it is 8 days after invoice date.
  • For claims relating to non-compliance applies a deadline of three months after delivery, while it must be submitted within 8 days after discovery.
  • After the expiry of this deadline (s) the other party is considered to have approved the delivered goods, as well as the invoice. If so, claims will no longer be accepted.
  • When claims are justified by us, we are only obliged to replace the defective goods without the other party being able to enforce any right to any compensation whatsoever.
  • Returning the supplied goods can only take place after our prior written consent, under our certain conditions.
  • In case of claims, the other party has no right to suspend payment of the undisputed part of the delivery.
  • The claim-related part of a delivery is excluded from clearing.


12. Retention of title

  • As long as any bill -even if it (also) relates to the supply of other goods, additional work and / or increased with costs and / or damage – have not been fully met, remain (or become) the goods our property until the date of full payment. Parties intend to agree on an extended retention in this respect.
  • As long as goods under Article 12.1 are our property the other party is not entitled to alienate the goods or encumber, lease, pledge or also make available to third parties under any name, or connect to a permanent fixtures not belonging to an (un) movable property of us, except where necessary for normal course of its business. In case of violation of this provision by the other party it will owe us a contractual penalty amounting to 1.5 times the net invoice value without prejudice to our right to additional compensation. In case of an agreement of purchase and sale with a party it is either held until the date of full payment in accordance with Article 12.1 to insure the goods the goods against fire and theft damage, theft, embezzlement, third party claims and deductibles appropriate and for their own account or is liable to us for the full damage to the goods arising from the said incidents.
  • We are at all times entitled to retrieve the goods delivered to the other party or its owners based on the provisions of this article, if the other party is in default. The other party must cooperate on penalty of a fine of € 2500, - per day or part of a day that he refrains his cooperation.


13. Drawings, clichés, and similar

  • The tests are provided before printing and will continue to be handmade by us digitally or handmade on paper. Only a correction of faults in the composition are at our expense, but only insofar as they are a result of incorrect execution of the original contract. Each error correction or change in the drawing, text or color which are mentioned to us after the cliché is put into operation, will be borne by the other party. The accuracy and stability of the shades are not guaranteed. Clichés that are supposed to be made by or with the consent of the other party should be approved.
  • All – whether or not at the request of the other party – by or on behalf of us manufactured designs, drawings, plates, lithographs slides and the like which are or will not be charged separately to the other party, remain our property, even if the other party has contributed to the costs of this. They must be returned immediately at our request. If an offer do not become an order, the cost of a given design and any plates already made by us will be charged to the other party.


14. Intellectual Property Rights

  • Copyright or other intellectual property right on by us or on behalf of the other party manufactured designs, drawings, designs and the like remain our property unless the right is transferred to the other party in writing.
  • We accept no liability with respect to a possible infringement of any intellectual property rights of third parties, related to the design of any drawing, shape or otherwise any product which may be copyrighted or other intellectual property right. The other party shall indemnify us against all consequences of any infringement in this regard in respect of designs commissioned works, drawings, reliefs, sculptures, designs, models and the like.


15. Payment

  • Payment is net cash upon delivery without any discount or setoff, or by deposit or transfer to a bank account designated by us, within 30 days after the invoice date. The date on our bank statements is decisive and is therefore regarded as the payment date.
  • Each payment by the other party serves primarily to pay the interest owed by him as well as the collection costs and / or administration costs incurred by us and are then deducted from the oldest outstanding claim, even if the other party indicates otherwise to any transfer.
  • In cases where the other party:
    1. is declared in state of bankruptcy, assigns its estate, submits a request for suspension of payments, or if attachment is levied on (a par of) his property;
    2. dies or is placed under guardianship;
    3. fails to fulfil its obligations by law, or coming from these terms and conditions ;
    4. fails to pay an invoice amount or part thereof within the specified period;
    5. discontinues or transfers his business or an important part thereof, including the transfer of its holding in a company to be formed or existing company, or proceeds amending the objectives of its business; we are entitled by the mere occurrence of one of the aforementioned circumstances that (i) the agreement can be considered as terminated without any judicial intervention being required, (ii) any amount owed by the other party on the basis of the work and / or deliveries made by us, immediately and without any warning and / or notice required, can be demanded back in its and reclaim the delivered but not (yet) paid products as our property, without prejudice to our right to compensation of costs, damages and interest.


16. Interest and costs

  • If payment is not made within the time limit mentioned in the previous article, the other party is legally in default and owes from the due date an interest of 1.5% per (part of a) month on the outstanding amount.
  • All judicial and extrajudicial costs will be borne by the other party. The extrajudicial collection costs amount to at least 15% of the, including the aforementioned interest, amount owed by the other party.


17. Applicable law

  • All transactions to which these conditions apply, even in the case of foreign transactions, and the ensuing legal relations of parties are exclusively governed by Dutch law.
  • The provisions of the Vienna Convention do not apply.


18. Disputes

  • All disputes between parties, also those that only one of the parties considers as such, will be settled by the competent court in the District Court of Rotterdam, without prejudice to our right to choose the competent court.