General (Delivery) Terms and Conditions

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

All offers, agreements and deliveries of Argos Packaging & Protection are subject to its general delivery and payment terms and conditions. These terms and conditions have been filed with the Registry of the Court of Rotterdam under number 44/2018. Upon request, these terms and conditions will be sent free of charge. The applicability of the delivery and payment conditions used by the buyer is hereby expressly rejected. If raw material prices change by more than 5% from the quotation date, we reserve the right to adjust the quoted prices.

Argos Packaging & Protection is referred to in the general terms and conditions as 'we' or 'us'/' our'. The party that enters into an agreement with Argos Packaging & Protection within the context of business operations is referred to as 'the other party' or 'buyer'.

1. General

  • All our offers, agreements and performance are subject to these terms and conditions. Deviations therefrom must be expressly agreed with us in writing.
  • In these terms and conditions, 'the other party' means any (legal) person or its representatives(s), authorised representative(s), assignee(s) and heirs, who have concluded or wish to conclude an agreement with our company.
2. Offers

  • All offers made remain valid for a period to be specified by us. In the absence of such a term, our offers are without obligation.
  • All price lists, brochures and other information provided with an offer have been specified as accurately as possible. These are only binding for us if this has been expressly confirmed.
  • Sending offers and (other) documentation does not oblige us to deliver or accept the order.
  • We reserve the right to refuse orders without stating reasons, or to charge cash on delivery.
3. Agreement

  • Subject to the provisions below, an agreement with us shall only come into effect after we have explicitly accepted or confirmed an order (in writing or otherwise). The order confirmation is deemed to represent the agreement correctly and completely, unless the customer objects in writing within two days of receipt of this order confirmation.
  • Any subsequent agreements or amendments as well as (verbal) agreements and/or promises made by our staff or made on our behalf by our salespeople, agents, representatives or other intermediaries are only binding on us if they have been confirmed by us.
  • Each agreement is entered into on our part under the condition precedent that the other party appears to be sufficiently creditworthy for financial fulfillment of the agreement.
  • Upon or after entering into the agreement, we are entitled to demand security from the other party, before (further) performance, that both payment and other obligations will be met. If the requested security is not demonstrated, or if it is insufficiently demonstrated, or if the legal form of the other party has changed, we have the right to dissolve the agreement in whole or in part without judicial intervention and to take back the goods already delivered and not yet to be processed, without prejudice to the rights then accruing to us to payment of that which is due upon termination of the agreement on account of work performed, deliveries made and incurred costs.
  • We are authorised - if we deem it necessary - to engage others for the correct performance of the agreement, the costs of which will be passed on to the other party in accordance with the quotations provided. If possible and/or necessary, we will consult with the other party on this matter.
4. Permissible deviations from the order confirmation

  • The following deviations, both more and less, are permissible with regard to the specifications stated in the order confirmation. To assess whether these deviations have been exceeded, the average of the total quantity delivered in a type, quality, colour and design will serve as the criterion. For properties other than those for which the permissible deviations are mentioned below, the deviations permitted in earlier deliveries shall be permissible and, failing this, the usual deviations.

  • Quantity
A reasonable more or less percentage is permissible for the quantity ordered. In this case, the percentage as is customary in the industry is considered reasonable. For this purpose, ‘batch’ means the agreed quantity in a type, quality, colour and design. If a minimum or maximum quantity has been agreed, the double percentage above or below is permissible. If a batch is subdivided into several manufacturing batches by the other party, the above percentages apply to each of the manufacturing batches. If a batch is delivered by us in parts, the above percentages apply to the total batch. If it has been agreed that a batch will be divided over a number of packages with a stipulation regarding the weight, number or length per package, then such stipulation is entirely without obligation and the above percentages apply to the entire batch. In the event of permissible deviations from the agreed quantity, the quantity actually delivered will be charged to the other party.

  • Colour
Deviations from the agreed colour are permissible, except insofar as they could and should have been prevented with the production methods used. The durability of colours is not guaranteed,

regardless of the use of indications such as lightfast and light-resistant in correspondence, quotation or order confirmation.

  • Thickness and grammage
The permissible deviations from the agreed thickness and grammage are for: a. aluminium film (whether or not as a component of another product) 8%

b. plastic film 10%, with a minimum of 0.01 mm c. other materials 15%

  • Thickness and grammage
For sheets, rolls, bags and tapes, a minimum tolerance of 5% is permitted. The above deviations are also permissible for precision rollers, unless expressly agreed otherwise.

5. Prices

  • Unless stated otherwise, all quotations are subject to price changes.
  • Unless stated otherwise, our prices are:
    • based on the level of purchase prices, wages, labour costs applicable during the quotation or order date,
social and government taxes, freight, insurance premiums and other costs;

  • based on deliveries ex our company, warehouse or another storage location;
  • exclusive of VAT, import duties, other taxes, levies and duties;
  • exclusive of the costs of packaging, loading and unloading, transport and insurance;
  • stated in Dutch currency, any exchange rate changes will be passed on.
  • In the event of an increase in one or more cost price factors, we are entitled to increase the order price accordingly, with due observance of any relevant statutory regulations. If a price increase takes place within three months after the conclusion of the agreement, the customer will have the right, provided that this is done in writing within three days after we have notified the customer of the price increase in writing, to take back the order placed and to suffice with the compensation of that which has already been performed, on the basis of the prices applicable before the increase. This provision does not apply to price increases to which we are obliged or authorized by law.

6. Delivery and delivery time

  • Unless otherwise agreed, delivery will be made ex our company/warehouse. The moment the goods leave our company/warehouse, the risk of the goods transfers to the other party. Free delivery only takes place if and insofar as this is indicated by us, on the invoice or otherwise.
  • The other party is obliged to inspect the delivered goods or the packaging immediately (but at the latest within 2 working days) upon delivery for any shortcomings 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 invoke non-conformity.
  • Any shortcomings or damage to the delivered goods and/or the packaging that are present at the time of delivery must be stated by the other party on the delivery note, the invoice and/or the transport documents, failing which complaints in this respect will no longer be accepted. Our administration is decisive in this regard.
  • We are entitled to deliver in parts (partial deliveries), which we are entitled to invoice separately. The other party is then obliged to pay in accordance with the provisions below regarding 'payment'.
  • The specified delivery times are without obligation and are only an approximation. Slight exceeding of the delivery time, which is not the result of our intent or gross negligence, can never give rise to a claim for compensation, unless the other party has expressly determined that there is a strict deadline, or this is clearly apparent from a written agreement. After repeated delays in delivery, the other party can give us written notice of default, stating a final (reasonable) term of delivery. After this, the other party has the right to cancel the agreement in writing, unless we are in force majeure as defined in Article 9.
  • If the goods have not been accepted by the other party after the delivery time has elapsed, they will be stored at his disposal, at his expense and risk. After a period of four weeks, we are entitled to (privately) sell these goods. Any lesser proceeds and 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 have been provided to us by the other party, will be determined by us with due care and attention, without us bearing any liability for this. Any specific wishes of the other party with regard to transport/shipping will only be carried out if the other party has declared that it will bear the additional costs thereof.
  • 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.
  • In the case of carriage-paid delivery, the transport costs are not charged separately.

8. Packaging

Sheets and rolls are delivered gross for net, which exclusively means the weight of the product to be delivered, including sleeve and first packaging. The first package is not charged separately. However, if the other party has special wishes with regard to the packaging or if we deem it necessary to use special packaging, these will be charged separately.

9. Force majeure

  • For this purpose, force majeure is understood to mean:
Any circumstance independent of the will of the parties, or unforeseeable, as a result of which compliance with the agreement can no longer reasonably be expected of us by the other party. "Force majeure" is in any case understood to mean: strike, excessive absenteeism of our staff, transport problems, fire, government measures, including in any case import and export bans, quotas and operational failures at our or our suppliers, as well as default by our suppliers, as a result of which we can no longer fulfil our obligations towards the other party.

If a force majeure situation occurs, we are entitled to suspend the performance of the agreement or to dissolve the agreement definitively. This will be discussed with the other party.

  • We are entitled to claim payment for the services performed in the performance of the relevant agreement, before the force majeure-causing circumstance became apparent.
  • 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

  • Unless otherwise stipulated by law, we are not liable to pay any compensation for direct or indirect damage, of whatever nature, including trading loss, to movable or immovable property, or to persons, both at the other party and at third parties. In any case, we are not liable for damage that has arisen or caused by the use of the delivered goods or by the unsuitability thereof for the purpose for which the other party has purchased it. All this except in the case of intent or gross negligence – to be proven by the other party – on the part of us or our subordinates, insofar as the latter act in accordance with our explicit instructions.
  • Subject to the coverage of our liability insurers, our liability is at all times limited to the net invoice value of the delivered goods

11. Complaints

  • Without prejudice to the provisions elsewhere in these terms and conditions, all complaints must be submitted to us in writing within 8 days after delivery, accurately stating the nature and grounds of the complaints. For invoices, this must be 8 days after date.
  • For complaints relating to non-conformity, a deadline of 3 months after delivery applies, while these must be submitted within 8 days after discovery.
  • After the expiry of this term(s), the other party is deemed to have approved the delivered goods or the invoice, respectively. Complaints will then no longer be processed by us.
  • If the complaint is found to be well-founded by us, then we are only obliged to replace the faulty goods without the other party being entitled to any additional compensation.
  • Return of the delivered goods can only take place after our prior written consent, under the conditions determined by us.
  • In the event of complaints, the other party is not entitled to suspend payment of the undisputed part of a delivery.
  • The part of a delivery relating to a complaint is excluded from settlement.

12. Retention of title

  • As long as any invoice - even if it (partly) relates to the delivery of other goods, additional work and/or has been increased by costs and/or damages - has not been paid in full, these goods will remain (or become) our property until paid for in full. In this context, the parties intend to agree on an extended retention of title.
  • As long as goods remain our property in accordance with Article 12.1, the other party is not entitled to alienate or encumber the goods, to rent them out, to pledge them or to make them available to third parties under any name whatsoever, or to attach them permanently and firmly to movable or immovable property that does not belong to us, except when this is necessary for the normal operation of his business. If the other party violates this provision, it shall owe us an immediately payable penalty amounting to 1.5 times the net invoice value, without prejudice to our right to additional damages. In the event of a purchase and sale agreement with the other party, the other party is obliged either to have the goods delivered insured against fire and break-in damage, theft, embezzlement, third-party claims and own risk appropriately and at its own expense until the time of full payment in accordance with Article 12.1, or shall be liable to us for the full damage to these goods arising for us from the aforementioned incidents.
  • We are at all times entitled, on the basis of the provisions of this article, to remove the delivered goods from the other party or its holders, if the other party is in default. The other party shall cooperate in this under penalty of a fine of € 2,500 per day or part of a day that he fails to cooperate.

13. Drawings, printing plate, etc.

  • The samples, supplied for printing, are hand-made by us digitally or on paper. Only corrections of errors in the composition are at our expense, but only insofar as these are a result of incorrect execution of the original order. Any correction of errors or changes in drawing, text or colour that is passed on to us after the printing plate has been used, is at the expense of the other party.

The accuracy and stability of the colours are not guaranteed. Printing plates that have been used by or with the consent of the other party are deemed to have been approved.

  • All designs, drawings, printing plates, lithographs, slides, etc. made by or on behalf of us - whether or not at the request of the other party - that have not been or will not be charged separately to the other party, remain our property, even if the other party has contributed to the costs thereof. They must be returned immediately upon our request. If, after a requested quotation, the order is not forthcoming, the costs of a certain design and any printing plates already produced can be charged by us to the other party.

14. Intellectual Property Rights

  • The copyright or any other intellectual property right regarding designs, drawings, designs, etc. produced by us or on the instructions of the other party shall remain our property unless the right has been expressly transferred to the other party in writing.
  • We do not accept any liability with regard to any infringement of any intellectual property right of third parties, related to the design of any drawing, shape or otherwise any product that may be subject to copyright or other intellectual property rights. The other party indemnifies us against all consequences of any infringement in this respect in respect of designs, drawings, reliefs, plastics, designs, models, etc. produced on our instructions.

15. Payment

  • Payment must be made net in cash upon delivery without any discount or set-off, or by deposit or transfer to a bank or giro account designated by us, within 30 days of the invoice date. The value day stated on our bank statements is decisive and is therefore regarded as the payment day.
  • Each payment made by the other party will primarily serve to settle the interest owed by it as well as the collection costs and/or administration costs incurred by us and will then be deducted from the oldest outstanding claim, even if the other party states otherwise in any transfer.
  • In cases where the other party:
  1. is declared bankrupt, renounces estate, submits a request for suspension of payments, or all or part of its property is seized;
  2. dies or is placed under guardianship;
  3. does not comply with any obligations imposed on it by virtue of the law or these conditions;
  4. fails to pay an invoice amount or part thereof within the set term;
  5. proceeds to cessation or transfer of his company or a significant part thereof, including the contribution of his company to a company to be established or already existing, or changes the objective of his company;
due to the mere occurrence of one of the circumstances mentioned, we have the right either (i) to regard the agreement as dissolved without any judicial intervention being required, or (ii) any amount owed by the other party on the basis of the work performed by us and/or deliveries immediately and without any warning and/or notice of default being required in full and to reclaim what has been delivered but what has not (yet) been paid for as our property, all without prejudice to our right to compensation for costs, damage and interest.

16. Interest and charges

  • If payment has not been made within the period stated in the previous article, the other party will be in default by operation of law and will owe interest of 1.5% per (part of a) month on the outstanding amount from the due date.</li >
  • All judicial and extrajudicial costs to be incurred will be borne by the other party. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest.

17. Applicable law

  • All transactions to which these terms and conditions apply, including transactions with foreign countries, and the resulting legal relationships for the parties are exclusively governed by Dutch law.
  • The provisions of the Vienna Sales Convention do not apply.

18. Disputes

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