General terms and conditions

TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT JONGENEEL VERPAKKINGEN B.V.

I. GENERAL:

1. These general terms and conditions of delivery, hereinafter referred to as "the terms and conditions", form the basis of the agreement concluded between "Jongeneel" and "the customer", whereby Jongeneel means: the private limited company Jongeneel Verpakkingen B.V., established at Meridiaan 9, (2801 DA) Gouda, and "the customer" means any contracting party of Jongeneel.

2. The applicability of any purchasing or other terms and conditions of the customer is expressly rejected, even if the customer has referred to such terms and Jongeneel has not rejected these references in writing.

3. If a customer has once purchased under the applicability of Jongeneel's terms and conditions, the customer shall be deemed to have tacitly agreed to the applicability of the terms and conditions to all subsequent orders placed by the customer, regardless of the nature of the order and regardless of whether or not such an order has been confirmed in writing by Jongeneel.

4. If goods are sold jointly to two or more customers, each of them shall be jointly and severally liable, subject to these terms and conditions, for all consequences of the agreement concluded.

5. These terms and conditions apply to every offer, quotation and agreement to which Jongeneel has declared these terms and conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.

6. Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing, and the customer may not derive any rights from such deviations for future transactions, unless the deviation has expressly been agreed in writing for multiple transactions.

7. If one or more provisions of these general terms and conditions are void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Jongeneel and the customer shall then consult with each other in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and intent of the original provision shall be observed as far as possible.

8. These terms and conditions also apply to all agreements with Jongeneel for the performance of which third parties must be engaged.

9. A customer who instructs one of its employees or a third party, orally or in writing, to purchase and collect goods from Jongeneel on its behalf must notify Jongeneel in writing when such authorisation has ended. If this is not done, the customer shall be liable for any damage incurred by Jongeneel if goods are handed over to a person who was no longer authorised to purchase and receive the goods on behalf of the customer.

10. All agents, representatives, employees or others who have received an assignment from Jongeneel, or who have been appointed or employed by Jongeneel, shall each individually enjoy the same protection and be entitled to the same exclusions, exemptions and limitations of liability as apply to Jongeneel itself pursuant to these general terms and conditions or pursuant to any agreement concluded with Jongeneel.

11. Printing our name, internet address and/or logo on the bottom/side fold or reverse side does not entitle the customer to make a complaint.

2. OFFERS, QUOTATIONS, PRICES AND AGREEMENT:

12. All prices, weights, dimensions, colours and other information stated in brochures and documentation relating to goods to be sold by Jongeneel, as well as all images, drawings and descriptions of those goods, are without obligation and shall be deemed to have been stated subject to reasonable margins, unless Jongeneel has confirmed otherwise in writing. Deviations do not entitle the customer to refuse receipt or payment of the goods or to claim any compensation for such deviation.

13. Quotations issued by Jongeneel are without obligation; they are valid for 30 days, unless otherwise stated. Jongeneel shall only be bound by quotations if their acceptance by the customer is confirmed in writing within 30 days. Jongeneel has the right to revoke the quotation as long as it has not yet been accepted by the customer.

14. Offers or quotations do not automatically apply to future assignments.

15. The prices stated in the aforementioned offers and quotations exclude VAT and other government levies, as well as any costs incurred in connection with the agreement, including shipping and administration costs, import and export duties, transport costs, storage and transshipment costs, insurance, environmental levies, disposal fees and quality control costs, unless otherwise stated.

16. If the acceptance differs (on minor points) from the offer included in the quotation, Jongeneel shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless Jongeneel indicates otherwise.

17. Orders concluded through the mediation of representatives of Jongeneel shall not bind Jongeneel until Jongeneel has accepted the order in writing or has commenced delivery.

18. An agreement is concluded after both parties have signed a contract for services, or after the customer has signed Jongeneel's offer, or when Jongeneel is actually enabled by the customer to commence the services or preparations for them. Agreements are always concluded on the basis of the prices applicable at the time of conclusion. If, for whatever reason, price increases occur after the agreement has been concluded and before final delivery, Jongeneel reserves the right to charge the price difference to the customer. If the price change represents a difference of more than 5% of the invoice amount, the customer has the right to amend the order.

19. Any price increases will be announced by Jongeneel in good time.

20. A combined quotation does not oblige Jongeneel to perform part of the assignment for a corresponding proportion of the quoted price.

3. DELIVERY:

21. The place of delivery of goods is generally Jongeneel's warehouse.

22. In the event of failure to take delivery, Jongeneel shall have fulfilled its delivery obligation if it has notified the customer by registered letter that the goods are available to the customer. Jongeneel shall then have the right to demand payment before delivery takes place. If the goods are not collected within 10 days after the registered letter, Jongeneel shall have the right to consider the order cancelled in accordance with Article 37.

23. The goods shall be transported in a manner to be determined by Jongeneel. Provided that transport is carried out by Jongeneel, the goods are insured and the General CMR Conditions of Carriage apply. If transport is not carried out by Jongeneel, this shall be at the customer's expense and risk. The customer must arrange insurance.

24. Jongeneel shall comply, insofar as possible, with delivery periods stated by week number. Under no circumstances can a delay in delivery result in any sanction, dissolution of the agreement or compensation. The delivery period shall not commence until the customer has made available all information, materials and, where necessary, permits required for the performance of the agreement.

25. The customer must ensure that any customs documents are returned to the responsible authorities in good time, failing which the associated additional costs shall be borne by the customer.

26. If the order is subsequently amended by the customer, Jongeneel shall no longer be bound by the originally agreed and confirmed delivery period.

27. If delivery cannot take place at the agreed location or if the customer reasonably requests a different method of transport or delivery, the additional costs incurred shall be borne by the customer.

28. Delivery takes place beside the vehicle. The customer shall assist the driver in unloading the goods.

29. The goods shall be deemed to have been accepted by the customer at the moment the customer takes receipt of them.

30. Jongeneel has the right to deliver the goods sold in parts, unless complete delivery has been agreed in writing. If delivery takes place in parts, each part shall be regarded as a separate agreement, unless expressly agreed otherwise or unless otherwise follows from the nature of the assignment.

31. In the event of force majeure, Jongeneel may choose to suspend performance of the agreement or, after a minimum of 6 weeks calculated from the order date, declare the agreement dissolved in accordance with Article 126.

4. STORAGE:

32. If goods are to be collected from Jongeneel, they shall be stored at the customer's expense and risk after the agreed delivery date has passed.

33. If it has been agreed that the goods will be held in storage by Jongeneel, storage shall take place at the customer's risk. In this case, sending the invoice shall constitute delivery and notification of storage.

34. If goods purchased/ordered by the customer cannot be delivered by Jongeneel at the agreed time, we shall store these goods at the customer's risk. The associated costs shall be borne by the customer.

35. The customer has the option of using call-off orders. In that case, a separate call-off order agreement may be concluded.

5. AMENDMENT OF THE AGREEMENT:

36. Events that wholly or partially change the basis of the agreement, whether on the part of the customer, Jongeneel or Jongeneel's supplier, give Jongeneel the right to amend the agreement in whole or in part or adapt it to the new circumstances without this giving rise to a claim for compensation.

37. As this concerns an order for production goods, meaning goods specifically designed for the customer by or on behalf of Jongeneel, cancellation by the customer is only possible if Jongeneel has not yet commenced or commissioned production. In such a case, Jongeneel shall be entitled to claim costs and damages for loss of profit from the customer, agreed between the parties at 25% of the amount payable by the customer upon purchase, or calculated over the difference between the amount ultimately paid and the amount payable upon full purchase.

38. Except as provided in Article 37, cancellation by the customer is not possible. If the customer cancels an order in whole or in part, the customer shall be obliged to pay all costs incurred in connection with performance and damages for loss of profit, agreed between the parties at the amount payable upon full purchase.

39. Except as provided in these terms and conditions, the agreement may only be terminated by dissolution and only if the other party, after proper written notice of default, is imputably in breach of essential obligations under the agreement. Dissolution must take place by registered letter to the other party; judicial intervention is not required.

40. If, at the time of dissolution, Jongeneel has already performed services in execution of the agreement, the customer shall only be entitled to partially dissolve the agreement and only with respect to the part that has not yet been performed by Jongeneel.

41. If the customer is declared bankrupt, applies for or obtains a suspension of payments, is placed under guardianship, dies, proceeds to liquidate or sell its business, or if all or part of the customer's goods are seized, Jongeneel is irrevocably authorised by the customer, without any notice of default being required, to remove or arrange for the removal of the goods from wherever they are located without any judicial measure being required to enter the relevant premises, and Jongeneel shall have the right, without judicial intervention, to dissolve the agreement in whole or with respect to the unperformed part by simple notification, without prejudice to its right to compensation for damage resulting from such dissolution attributable to the customer.

6. PAYMENTS:

42. Payment must be made within 14 days of the invoice date, in a manner to be specified by Jongeneel and in the currency in which the invoice was issued. Objections to the amount invoiced do not suspend the payment obligation.

43. If the customer fails to make payment within the 14-day period, the customer shall be in default by operation of law. The customer shall then owe interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall apply. Interest on the amount due shall be calculated from the moment the customer is in default until the full amount has been paid.

44. In the event of liquidation, bankruptcy, attachment or suspension of payments of the customer, Jongeneel's claims against the customer shall become immediately due and payable.

45. Jongeneel has the right to apply payments made by the customer first towards costs, subsequently towards accrued interest and finally towards the principal sum and current interest.

46. Jongeneel shall at all times be entitled, in performing the agreement, to decide to deliver goods exclusively cash on delivery or to require advance payment.

47. Jongeneel may, without being in default as a result, refuse an offer of payment if the customer specifies a different order of allocation. Jongeneel may refuse full repayment of the principal sum if accrued and current interest and costs are not also paid.

48. If the customer is in default or fails to perform its obligations (on time), all reasonable costs incurred in obtaining payment out of court shall be borne by the customer. In the case of a monetary claim, the customer shall in any event owe collection costs. Collection costs shall be calculated in accordance with the Royal Decree of 27 March 2012. Collection costs shall be due from the moment Jongeneel has had to engage third parties for collection.

49. If Jongeneel has incurred higher costs that were reasonably necessary, these shall also qualify for reimbursement. Any reasonable judicial and enforcement costs incurred shall likewise be borne by the customer.

50. Amounts invoiced by Jongeneel prior to dissolution pursuant to the provisions of paragraph 5 in connection with work already performed or goods already delivered in execution of the agreement shall remain fully payable and shall become immediately due and payable upon dissolution.

7. RETENTION OF TITLE:

51. All goods delivered shall remain the property of Jongeneel until full payment of everything Jongeneel is entitled to claim from the customer, on whatever grounds, regardless of whether the goods have already actually been handed over to the customer.

52. Goods replaced pursuant to a repair assignment shall become or remain the property of Jongeneel until full payment of everything Jongeneel is entitled to claim from the customer.

53. The customer is not permitted to encumber the goods for the benefit of third parties, for example banks, by means of a pledge, security or otherwise, without Jongeneel's written permission. The customer is obliged to notify Jongeneel immediately if third parties seize goods delivered subject to retention of title.

54. The customer is obliged to inform any person to whom goods supplied by Jongeneel are pledged by the customer, whether or not as security and by means of a non-possessory pledge, of the contents of this retention-of-title provision.

55. As long as delivered goods have not become the property of the customer, the customer is obliged to insure the goods at its own expense for the benefit of Jongeneel.

56. If the customer fails to pay any sum of money to Jongeneel, Jongeneel shall be entitled to repossess all goods insofar as they have already been delivered. The customer authorises Jongeneel to repossess all goods, including goods that have been paid for, up to an amount equal to the outstanding claim, at the customer's expense. The customer undertakes to cooperate with this. If the customer fails to cooperate after being summoned to do so, the customer shall forfeit an immediately payable penalty to Jongeneel of 500 (five hundred) euros for each day that the violation continues, without prejudice to Jongeneel's right to claim full compensation.

8. QUANTITIES AND DIMENSIONS:

57. The quantities ordered by the customer shall be adjusted by Jongeneel to the minimum quantities/packaging units used by Jongeneel.

58. The quantities stated in the agreement are specified as accurately as possible, whereby Jongeneel is permitted to deviate from the stated or agreed quantity

59. The quantities delivered shall be stated by Jongeneel on the delivery document.

60. If the customer does not notify Jongeneel in writing of any objection to the delivery document within no more than 24 hours after receipt thereof, the quantity stated on the delivery document shall be deemed to accurately reflect the quantity delivered.

61. Jongeneel expressly reserves the right to modify minor details relating to goods to be supplied by Jongeneel without prior notice.

62. Unless expressly stated otherwise, all dimensions specified by Jongeneel are approximate. If the dimensions have been provided by the customer, Jongeneel accepts no responsibility for them.

63. If the customer changes specified dimensions after the agreement has been concluded, Jongeneel may charge the customer any associated costs.

9. TOLERANCES:

64. With regard to the agreed specifications, the deviations set out below, both upwards and downwards, are permissible. For assessment purposes, the average of the total quantity delivered in one type, quality, colour and version shall be used as the standard. For specifications other than those listed below, deviations permitted in previous deliveries or, in the absence thereof, customary deviations shall be permissible. If a minimum or maximum value has been agreed, a double deviation upwards or downwards respectively shall be permitted.

65. With regard to quantity, Jongeneel shall be deemed to have properly performed if deviations in quantities do not exceed: For paper products: 20% above or below the specified quantity for orders up to 250 kg; 10% above or below the specified quantity for orders from 250 up to and including 5,000 kg; 5% above or below the specified quantity for orders above 5,000 kg. For plastics or laminates: 30% above or below the specified quantity for orders with a net weight up to 500 kg; 20% above or below the specified quantity for orders from 500 up to and including 1,000 kg; 10% above or below the specified quantity for orders above 1,000 kg. For cardboard products: 20% above or below the specified quantity for orders below 500 kg; 10% above or below the specified quantity for orders between 500 and 10,000 kg; 5% above or below the specified quantity for orders above 10,000 kg. For all other products: 30% above or below the specified quantity for orders with a net weight up to 500 kg; 20% above or below the specified quantity for orders with a net weight from 500 up to and including 1,000 kg; 10% above or below the specified quantity for orders with a net weight from 1,000 up to and including 5,000 kg; 5% above or below the specified quantity for orders with a net weight above 5,000 kg.

66. One order means one batch in one format and quality. Invoicing shall take place on the basis of the quantity actually delivered.

67. With regard to material, Jongeneel shall be deemed to have properly performed if deviations in quality, colour, hardness, glazing, thickness, etc. are minor. When assessing whether a delivery exceeds the permissible limits, an average of the total delivered batch must be rejected. Variations in the colour of cardboard or covering material do not entitle the customer to make a complaint.

68. If a packaging range is composed of different base materials, Jongeneel does not guarantee colour uniformity.

69. With regard to grammage, the permissible deviation from the agreed grammage for paper is: up to and including 39 grams/m² 8%; 40 to 59 grams/m² 5%; 60 grams/m² and above 4%; and for cardboard products: up to 500 grams/m² 5%; from 500 grams/m² 8%.

70. With regard to thickness, the permissible deviation of an individual measurement from the agreed thickness is: plastic film or laminates up to and including 40 microns 20%; plastic film or laminates above 40 microns 15%; aluminium foil (whether or not as a component of another product) 10%; other materials or combinations 15%.

71. With regard to format, the permissible deviation from the agreed format is: paper on rolls 1% with a minimum of 3 mm; paper in sheets 1% with a minimum of 5 mm (length and width); plastic film on rolls up to and including 199 mm wide 5 mm; plastic film on rolls 200 mm and wider 2½%; bags made of plastic film in unfolded width 10%; bags made of plastic film in unfolded length 10%. The permissible deviation from the agreed roll diameter is 3 cm. A limited number of so-called residual rolls may have a smaller diameter.

10. RETURNABLE PACKAGING AND USED PACKAGING MATERIALS

72. Unless expressly stated otherwise by Jongeneel, packaging is included in the price of its products.

73. Packaging as referred to here does not include commercial packaging. Jongeneel does not charge a deposit for packaging unless required to do so by the government or unless expressly stated by Jongeneel.

74. If Jongeneel delivers goods on so-called Euro pallets or pallets forming part of a pallet pool, it shall charge these pallets as packaging unless identical, undamaged pallets are returned upon delivery.

75. If Jongeneel is required by the customer or by the government to take back packaging or delivered and used packaging materials after delivery of the products, the associated costs, including any destruction costs, shall be borne by the customer.

76. Packaging such as roll containers, crates, boxes, pallets and similar items, insofar as they are not intended for single use, shall remain the property of Jongeneel. The customer remains liable for packaging sent to it, even if no deposit is charged. The customer is obliged to return empty returnable packaging in its possession to Jongeneel as soon as possible at the customer's expense, unless expressly agreed otherwise.

77. Packaging material charged for (deposit) shall be credited by Jongeneel after such packaging material has been returned undamaged to its warehouse. In the event of minor damage, Jongeneel reserves the right to credit less than the deposit charged. In the event of substantial damage, no amount shall be credited and the packaging material shall be made available to the customer.

11. PACKAGING UNDER OWN NAME

78. If agreed, Jongeneel shall print packaging materials according to a design supplied by the customer.

79. If the customer so wishes, Jongeneel may store the printed packaging material in its warehouse for the customer on a call-off basis. If this option is used, a separate call-off order agreement may be concluded.

80. Before packaging material is printed according to a design supplied by the customer, a proof shall first be submitted to the customer for assessment. Following the customer's approval, Jongeneel cannot in any way be held liable for the execution of the printed material if it does not materially deviate from the proof.

81. Jongeneel cannot be held liable for colour variations if the colour used by Jongeneel is identical to the sample supplied to Jongeneel by the customer or the colour number communicated to Jongeneel by the customer.

82. Printing plates used by or on behalf of our customer shall be deemed to have been approved.

83. Jongeneel has the right to charge in full all costs associated with printing packaging materials according to a design supplied by the customer, such as design drawings, printing plates and printing rollers. Jongeneel shall invoice these costs immediately after completion of the printing work, regardless of whether the printed packaging materials are purchased on a call-off basis and may consequently also be invoiced in partial deliveries. Payment of that invoice must take place within the applicable payment period.

84. All design drawings, printing plates, printing rollers and similar items made by or on behalf of Jongeneel, whether or not at the customer's request, shall remain the property of Jongeneel, even if they have been or are charged in whole or in part to the customer.

85. If an order is not placed within 3 months after a requested quotation, Jongeneel may charge the customer for the costs of a design prepared for this purpose and any printing plates already manufactured.

12. INTELLECTUAL PROPERTY

86. All information, drawings, images and overviews provided by Jongeneel in catalogues and price lists are protected by copyright. A customer is not permitted to copy these documents or make them available for inspection by third parties without Jongeneel's written permission.

87. Copyright in designs, drawings, sketches, lithographs, photographs, software, models, stamps, cutting dies, printing plates, patterns, etc. produced by Jongeneel or on its behalf shall at all times remain vested in Jongeneel. Nothing may be reproduced or provided to third parties without Jongeneel's written permission.

88. The customer shall indemnify Jongeneel against all consequences of any infringement of third-party rights if Jongeneel, at the customer's request, has used a particular image, drawing, model or design belonging to that third party.

89. If the customer makes raw materials, auxiliary materials, ingredients or printed matter available to Jongeneel for incorporation into goods purchased by the customer from Jongeneel, the customer expressly indemnifies Jongeneel against possible claims by third parties arising from infringement of copyrights and rights relating to patents, trademarks or designs.

13. PACKAGING MACHINES AND EQUIPMENT

90. All provisions of these general terms and conditions apply in full to the delivery of packaging machines and equipment insofar as this provision does not deviate from them.

91. Packaging machines and equipment shall be delivered to the address specified by the customer beside the means of transport used to deliver the items. If installation can take place on the ground floor and no third-party equipment is required, installation shall be free of charge. Installation must be possible within 30 minutes after the goods have been unloaded beside the means of transport. If this time limit is exceeded, Jongeneel shall be entitled to charge the customer for the additional time, rounded to half an hour or part thereof, on the basis of the customary hourly rates. If Jongeneel must engage third-party equipment to carry out the installation, as well as in the case of vertical transport, the associated costs shall be borne by the customer.

92. Without prejudice to the provisions of these terms and conditions, prices are: excluding installation; excluding instruction; excluding lifting and hoisting equipment and excluding any necessary modification costs.

93. If lifting and hoisting equipment is used or if assistance is otherwise provided with hoisting the machine, this shall be entirely at the customer's expense and risk.

94. The customer must ensure that all necessary facilities of whatever nature are available at the location where the relevant machine or equipment is to be installed. Air and water supplies, if necessary, must be available within one metre of the machine or equipment concerned. Machines and/or equipment requiring an electrical supply are fitted with a plug by Jongeneel. For machines requiring so-called three-phase power, the customer must inform Jongeneel in advance of the type of plug required. The customer must take into account that the required power of a machine may be so high that special electrical switching facilities are necessary. Where possible, the customer will be informed of this prior to installation.

95. Installation of machines and/or equipment is complete after a successful test run. If a test run is not possible due to any cause attributable to the customer, installation shall be complete once the machine or equipment has been installed by Jongeneel and is ready for production.

96. Problems relating to installation shall never release the customer from the obligation to fully comply with its payment obligations towards Jongeneel.

97. The customer is obliged to sign a completion statement. If the customer refuses to do so, such refusal shall be regarded as acceptance of completion.

98. Packaging machines and/or equipment can never be shielded in such a way that (all) moving parts cannot be reached by hand from the outside. This is inherent in packaging. Jongeneel has observed the maximum possible safety requirements with regard to the safety of its products. The operator of the machine or equipment must never place their hands inside the machine while it is operating. The machine and/or equipment is constructed in such a way that this is not necessary. If, during the customer's production process, an item to be packaged becomes stuck in the machine or equipment or if the supply of packaging material and/or adhesive tape and/or staples and/or strapping is interrupted, the machine or equipment must be switched off immediately until the problem has been resolved.

99. Packaging machines and/or equipment delivered by Jongeneel comply with the required statutory safety requirements and bear CE marking. If the customer nevertheless wishes additional safety features or other additional features, Jongeneel shall charge the associated costs separately.

100. The provisions referred to in this article apply both to machines and/or equipment sold by Jongeneel and to equipment rented or loaned by Jongeneel.

15. COMPLAINTS:

101. Visible shortages/defects and/or damage must be noted by the customer on the consignment note or delivery document.

102. If no comment is made on the consignment note or receipt upon receipt of the goods concerning any damaged goods, packaging and/or returnable packaging, this shall constitute conclusive evidence that the buyer received the delivered goods in proper and undamaged condition at the time of delivery.

103. A complaint concerning externally visible defects that could not reasonably have been established upon receipt in accordance with the preceding article must have been received by Jongeneel no later than the 8th day after the delivery date.

104. Defects that the customer could not reasonably have discovered within 8 days after delivery must be reported to Jongeneel no later than the 8th day after the customer could reasonably be deemed to have been able to discover the defect.

105. A complaint must contain at least a detailed and accurate description of the defect and further information from which it can be established that the goods delivered and rejected by the customer are identical.

106. The goods to which the complaints relate, as well as the packaging and returnable packaging, must remain available to Jongeneel for inspection and/or examination in the condition in which they were when the defects were discovered and may not be resold unless Jongeneel has expressly granted written permission to do so. If keeping the goods available is impossible, the situation upon delivery must be recorded by means of visual material (photo/video).

107. If complaints relate to part of the goods delivered, this cannot constitute grounds for rejection of the entire batch unless the delivered batch cannot reasonably be regarded as usable in such a case.

108. If the customer has submitted a timely, written and reasoned complaint that complies with the requirements set out in this provision, Jongeneel shall, insofar as possible, have the delivered item(s) inspected by a research department of the Netherlands Packaging Centre in Gouda. The result of this inspection shall be binding on both parties.109. If a complaint concerning a delivered item is justified, Jongeneel shall be obliged to do no more than replace the rejected item at its own expense or, at Jongeneel's option, credit the customer for an amount equal to the price owed by the customer for the rejected item.

110. In the event of total replacement or reimbursement of goods, account shall be taken of the portion already used.

111. The customer shall return the rejected product to Jongeneel after obtaining Jongeneel's prior written permission and subject to conditions to be determined by Jongeneel.

112. Any claim by the customer shall lapse after the customer has used, treated or processed, printed or cut the purchased goods, or has had them used, treated or processed, printed or cut, or has supplied them to third parties, unless the customer demonstrates that it was reasonably unable to notify Jongeneel of the complaint at an earlier stage.

113. The period for complaints regarding invoices sent by Jongeneel is 8 days. If no written objection to the invoice is made within that period, it shall be deemed to accurately reflect the underlying transaction with Jongeneel.

114. After expiry of the periods referred to in this article, the customer shall be deemed to have approved the goods delivered or the invoice, respectively, the right to complain shall lapse and complaints shall no longer be considered by Jongeneel. Furthermore, any claim based on hidden defects shall be deemed to have lapsed if it has not been brought by the customer within six months after the notification referred to in Article 104 and within one year after delivery.

115. Jongeneel shall be released from all liability and shall not be obliged to accept and/or investigate complaints concerning defects if the customer has not strictly complied with its payment obligations or other obligations towards Jongeneel, nor if the customer and/or third parties, whether or not on the customer's instructions, have made any alteration or repair to goods supplied by Jongeneel without prior written permission.

116. Complaints do not entitle the customer to suspend payment obligations or other obligations towards Jongeneel.

16. WARRANTY:

117. Subject to the limitations set out in these general terms and conditions, Jongeneel guarantees the soundness of the goods supplied by it, provided that all instructions relating to the use of these goods have been strictly followed. Goods as referred to in this article also include packaging machines and/or equipment.

118. The warranty on packaging machines and/or equipment commences on the date of delivery of those goods. The warranty period expires 6 months thereafter.

119. The proper operation of equipment sold, rented or loaned by Jongeneel is guaranteed exclusively if packaging and auxiliary materials supplied by Jongeneel or whose specifications have been approved by Jongeneel are used. The customer has the option of concluding a maintenance contract with Jongeneel for packaging equipment sold. Jongeneel shall conclude a separate agreement with the customer for this purpose.

120. All warranty claims of the customer shall lapse if material supplied by Jongeneel is not used by the customer on or for the machine.

121. Jongeneel accepts liability exclusively for defects which the customer demonstrates arose before or within the warranty period, solely or predominantly as a direct result of improper manufacture or improper processing selected by Jongeneel, or as a result of defective materials used by Jongeneel. If the defect results from any other cause, Jongeneel shall not be liable.122. Call-out charges and labour costs (including travel expenses) are not covered by the warranty and shall be charged by Jongeneel to the customer.

123. This warranty does not cover defects caused wholly or partly by raw materials, materials or constructions selected by the customer or imposed on Jongeneel by any third party, or resulting from government regulations.

124. Jongeneel guarantees the usability of the goods supplied by it under normal use (within the industry). In the event of an abnormally high frequency of use, the warranty shall lapse. The warranty shall also lapse if the items are used for any purpose other than that for which they are normally supplied.

125. The warranty does not cover consequences of specific development risks associated with newly developed goods.

126. If Jongeneel is liable under the warranty, such liability shall be limited to replacing the defective items or refunding the amount invoiced for those defective items, at Jongeneel's sole discretion. Replacement of items is limited to redelivery excluding freight costs. In the event of replacement, a new warranty shall be provided for the replacement goods, commencing on the date of delivery of the replacement goods.

127. Jongeneel shall not be obliged to provide any warranty if the customer does not fully or promptly comply with its obligations under this or any other agreement with Jongeneel.

128. Jongeneel shall not be obliged to provide any warranty if it is not the manufacturer of the items supplied by it and the customer has received a warranty from the manufacturer, either directly or through Jongeneel. In that case, Jongeneel's liability shall be limited to the liability accepted by the supplier of those goods.

17. FORCE MAJEURE

129. If performance of the agreement is impossible and this cannot be attributed to a failure by either party, and if it is also foreseeable that the delay will last longer than six weeks, each party shall be entitled to terminate the agreement by mutual consultation without owing any compensation to the other party.

130. In the event of a circumstance as referred to in the preceding paragraph, Jongeneel shall have the right to settle the portion of the purchase price relating to work already performed, materials supplied and other costs incurred.

131. A circumstance as referred to in the first paragraph shall include any event or circumstance, including those foreseeable at the time the agreement was concluded, that makes performance difficult or impossible or makes it so economically burdensome for Jongeneel that continued performance of the work cannot reasonably be required of Jongeneel.

18. LIABILITY FOR DAMAGE:

132. Jongeneel shall not be liable for damage to the products other than subject to the warranties provided in respect thereof.

133. Jongeneel shall not be liable, either by law or under the agreement, for so-called consequential damage suffered by the customer or a third party in connection with (the use of) the products. This includes loss of profit, business interruption losses, loss of data and non-material damage.

134. Without prejudice to the provisions of paragraphs 1 and 2 of this article, Jongeneel's contractual and statutory liability shall at all times be limited to 50% (fifty percent) of the amounts invoiced and invoiceable by Jongeneel to the customer under an agreement (excluding VAT), per product or service in respect of which the liability arose.

135. If and insofar as the agreement is a continuing performance agreement, Jongeneel's contractual and statutory liability shall under no circumstances exceed the price (excluding VAT) stipulated in the relevant agreement for Jongeneel's performance during the 3-month period preceding the event in respect of which such liability arose.

136. Unless the damage was caused by gross negligence or wilful misconduct on the part of Jongeneel (or its managerial staff), the customer shall indemnify Jongeneel against all claims by third parties directly or indirectly related to (the use of) the products or services and shall compensate Jongeneel for all damage suffered by Jongeneel as a result of such claims.

137. In the event of an unlawful act by Jongeneel, or by its employees or subordinates for which Jongeneel may legally be held liable, Jongeneel shall only be liable for compensation for damage resulting from death or bodily injury and for other damage, the latter insofar as caused by intent or gross negligence. In these cases, compensation shall under no circumstances exceed the coverage available to Jongeneel under its business liability insurance policy with Nationale Nederlanden, currently P 2,500,000 per event causing damage, whereby a series of related events shall be regarded as one event, with a maximum amount of P 5,000,000 per year.

138. Jongeneel shall not be liable if the safety requirements referred to in Chapter 13 of these terms and conditions are not strictly observed. The customer must itself inform its operating personnel of the safety instructions.

139. A condition for any right to compensation to arise is always that, after the damage has occurred, the customer reports the damage to Jongeneel in writing as soon as reasonably possible.140. Claims for which Jongeneel has been held liable shall lapse if the customer has not brought legal proceedings against Jongeneel within 6 months after having demanded performance from Jongeneel in writing and given notice of default.

19. FINAL PROVISIONS:

141. Translations of these general terms and conditions may be circulated. The Dutch text is binding.

142. All disputes arising from agreements to which these general terms and conditions of delivery apply shall be adjudicated exclusively by the competent court in The Hague, unless the customer, within one month after being notified by Jongeneel that Jongeneel will submit the dispute to the court competent under these terms and conditions, has stated in writing that it chooses the court having territorial jurisdiction pursuant to the provisions of the law, without prejudice to Jongeneel's right to choose the court having jurisdiction pursuant to the law.

143. An agreement concluded with Jongeneel shall be governed exclusively by Dutch law.

Questions?

Do you have any questions about our general terms and conditions? Please feel free to contact us.

Jongeneel Verpakkingen B.V.
Meridiaan 9
2801 DA Gouda

T +31 (0)182 555 050
E info@jongeneelverpakking.nl