GENERAL TERMS OF DELIVERY AND PAYMENT OF BEEKENKAMP VERPAKKINGEN B.V.
Of the private company with limited liability Beekenkamp Verpakkingen B.V. with its registered office in Maasdijk,
municipality of Westland, listed in the Trade Register of the Chamber of Commerce and Industry in The Hague under
I APPLICABILITY GENERAL TERMS AND CONDITIONS
These conditions will apply to all offers, quotations, agreements and deliveries entered into by Beekenkamp
Offers, irrespective of their shape or form, are without engagement until the order resulting from these has
become binding in the way as described in clause 7.
We will not be liable for damage caused by inaccuracies in advice provided and data regarding products to be delivered,
except in the event of gross negligence and intention.
All drawings, sketches, schedules, samples, models, calculations, etcetera, made by us or manufactured on the
instructions of us will remain our property and will remain so even after the agreement has been fully executed. The
drawings etcetera cannot, neither in whole, nor in part be multiplied, shown or handed over to third parties, for any
purpose whatsoever. The Client will be liable towards us for damage caused because of third parties being shown or
given drawings, etc. The drawings etc. are to be returned to us forthwith.
We will not be liable for inaccuracies in data, drawings, etc., or advice furnished to us by or on behalf of the Client in
order to make use thereof in the execution of the agreement. We will not be obliged to test any of the data or
documents received from or through the Client from third parties and may rely on the accuracy thereof. The Client will
indemnify us, with regard to the above, against any claims of third parties arising from said inaccuracies.
All prices will apply, unless otherwise agreed on, to delivery ex warehouse or ex works, inclusive of packaging and
exclusive of VAT. From the moment the goods leave the warehouse or the works, they will be at the expense and risk
of the Client, who is required to insure himself adequately for that risk. We are free in the choice of efficient packaging
and forwarding. The packaging material of our products meant for repeated use will remain our property. The Client
will keep this packaging material at our disposal. The Client will be liable for damage or loss thereof.
If with regard to the agreement any charges due, such as freight costs, import and export duties stations, storage,
surveillance, clearance charges, taxes or other levies, are introduced or raised after concluding the agreement, these
will be borne by the Client, as well as the consequences of modified exchange rates, unless explicitly otherwise
agreed on. As for goods, to deliver forward or on call and for goods we do not have in stock in whole or in part upon
receipt of the order and which are quoted by us for the earliest possible delivery, we reserve the right, without further
notice, to charge the prices and costs applicable at the time of delivery, regardless of any prior confirmation.
III ORDER AND OTHER AGREEMENTS
Any order will only be binding upon us insofar as it has been accepted by us in writing and without reservation. The
preceding equally applies to further agreements and to modifications to existing agreements.
If after acceptance of an order circumstances occur that affect the cost price, such as changes in prices of raw
materials, wages, rates, import duties, etcetera, we reserve the right to pass on those changes in price to its Client.
The Client will be informed about this.
If after acceptance of an order, modifications are stated by the Client, to which modification(s) we cannot agree, or on
account of which the order is cancelled in whole or in part, all costs already incurred as well as an amount for loss of
profits and loss on account of idle time will be borne by this Client.
In the event of cancellation of the order by the Client, Client will be obliged to compensate us for costs already
incurred, as well as an amount for loss of profits and loss on account of idle time. Cancellation will only be possible
after our written permission.
If there is reasonable suspicion that the financial position of the Client gives rise thereto, we are entitled to request
security of the Client for payment of the costs incurred and still to be incurred by us for this Client, by providing us with
a bank guarantee or by paying the agreed amount, eventually due.
We are entitled to suspend the execution of the activities until full security has been furnished. If within 3 months after
the request full security has not been furnished, the Client will be in default, without notice of default being required,
and the agreement may be dissolved by us without judicial intervention. The Client will be liable for all costs, damage,
loss of profits and any loss on account of idle time arising from the order and from the early termination.
We are free to call in third parties for the execution of an order.
IV PROVISIONS REGARDING THE PRODUCT:
We will be considered to have fulfilled our obligations with regard to the quantity of product to be supplied, when we
deliver the ordered quantity, or at maximum 10% more, or at maximum 10 % less than the ordered quantity.
Components to be made available to us by the Client or on behalf of the Client that are to be mounted to or to be
processed in the product to be manufactured by us, are to be delivered to our factory in time, in the required
quantities, free and carriage paid with a surcharge of 10%.
The Client is responsible for the components or other goods thus made available to us and for the proper applicability
thereof. We assume without any investigation that these components etcetera can be properly mounted or processed
right away in, on or to the commissioned product to be manufactured, barring other stipulations agreed on in writing.
If said components are not supplied in time, or cannot be processed by us and this results in a standstill of production,
the Client will be responsible for all losses sustained by us as a result of this standstill.
We will only take the product to be manufactured into production after the trial series furnished by us have been
approved by the Client and the Client has informed us in writing of such approval or we have confirmed such approval
With due observance of what has been stipulated elsewhere in these conditions, we will guarantee both the
soundness of the products supplied and the quality of the material used and/or built thereto in such a manner that in
the case of specified products their soundness will be defined by the specification.
Any defects in moulds and products produced by means of such moulds, of which the Client proves that they arose
within four months, counting from the date of dispatch, only or predominantly as a direct consequence of an
inaccuracy in the construction designed by us or as a result of an inadequate finish or use of poor material, will be
repaired by us. We are not obliged to compensate any further damage, be it direct or indirect, suffered by the Client or
by any third party.
With regard to the use of moulds as produced on our premises, a two year period of guarantee applies, or the
expressly agreed quantity of plastic products to be produced is applicable.
The guarantee given by us will not apply:
A. to defects that are the result of faulty materials and/or components that were furnished or prescribed by the Client.
B. to defects that are the result of improper use or negligence by/on the part of the Client, his staff or third parties.
C. to defects that are due to normal wear and tear, improper handling, overload or use of inappropriate operating
assets and corrosive chemicals.
D. in the event of alterations to the moulds, performed by third parties outside our instructions.
If we are required to come up with moulding tools, etc. to manufacture a mould, we will not commence the
manufacture until its Client has paid us an allowance in manufacturing costs agreed on thereto. Nor will we
commence modifications, improvements or repairs to moulds, etc. until the (if need be estimated) costs due thereto
have been paid. If a price for the activities has not been explicitly agreed on, the Client will on first demand pay us an
advance to the costs to be determined by us.
Moulds etc. manufactured in whole or in part in accordance with our instructions, for which the Client has paid the
agreed costs, will pass into the ownership of Client the moment these moulds are put to use by us for the
manufacture of the product. These moulds etc. will, however, be retained by us, if they are not used for production
and need only be returned to the Client on his written request after expiry of two years after delivery and/or payment
of the final order placed by the Client with us for products manufactured by means of these moulds etc. The Client is
obliged to collect the moulds, etc. with us within three years after delivery of the final order. If this is not done in time,
we will set a term in writing within which the goods can still be picked up. If the Client still fails to react in time, the
moulds etc. may be destroyed by us without us therefore being obliged to pay the Client any compensation. The
Client is obliged to pay the costs we have to incur on account of the destruction.
In those cases in which the Client supplies the moulds, etc., these will be returned at his request, only after all the
claims of us on the Client – for any account – have been paid.
We will not be responsible for loss or damage of moulds etc. except in the case of gross negligence or intention on
our part. We will not be responsible for gross negligence or intention of employees or subcontractors. If we are
responsible, the moulds, etc., will either be repaired or replaced, such at its discretion. We are not obliged to any
further obligation or payment of damages. We are not obliged to insure the moulds etc. in its possession against
damage by any cause whatsoever.
Insofar as we have indicated in the offer or order confirmation for what number of strokes or products a mould etc. can
normally be used, the mould etc. will no longer be considered suitable for further production after that number of
pieces, or after the production of that number of pieces. If such an indication to the offer or order confirmation was not
made, we will inform the Client as soon as it appears that a mould etc. is no longer suitable for an economically sound
production. In that case the Client will also be notified of the costs attaching to the repairs or the replacement.
When assessing an economically sound production, the progress of technology and the company’s adaptation to it
should also be considered, both with regard to volume and labour intensity. For as long as a mould etc. is still suitable
for production according to the above-mentioned standards and is kept with us, the maintenance costs of such a
mould etc. will be borne by us for a period of two years after its first use in the event of regular repeat orders of the
products to be manufactured with it.
Moulds etc. that are no longer suitable for production according to said standards need no longer be returned by us
and may be destroyed by us without us being obliged to any compensation towards the Client because of that.
Delivery times are only approximations. We are not responsible for the consequences of quoted delivery times being
exceeded. Exceeding the delivery time by any cause whatsoever will not entitle the Client to compensation, nor to
non-fulfilment of any relevant obligation resting on the Client.
Dissolution by the Client is possible under the conditions that apply to cancellation, as laid down in Clause 8.
We are entitled to deliver an order in its entirety or in successive parts. In the latter case we are entitled to separately
invoice every partial delivery to the Client and to demand payment thereto.
If and for as long as a partial consignment is not paid by the Client and/or the Client does not fulfill other obligations
arising from the relevant agreement or (an) earlier agreement(s), we are not obliged to deliver the next partial
consignment and we will be entitled to dissolve the agreement(s) insofar as it/they has/have not yet been carried out,
without judicial intervention and without any notice of default of the Client, while we retain the right to compensation
and without the Client being able to assert any right to compensation or otherwise.
VIII RETENTION OF TITLE AND RISK
We will remain the owner of the goods delivered to the Client, also after delivery, wherever these goods may be. The
Client is deemed to retain the goods for us for as long as this Client has not fully met its obligations to pay under any
agreement whatsoever to us.
The buyer has the right to process or sell on the products it purchased from us, provided this is done within the scope
of normal business operations.
In the event of non-payment of any claimable amount or in case the Client fails to meet any obligation towards us
under whatever agreement with us regarding the execution of work or the sale of goods, as well as in the case of the
Client’s filing for suspension of payment, bankruptcy or liquidation, we will be entitled to cancel the agreement or such
part thereof, that has not yet been carried out by us, as well as any other existing agreement(s) concluded with the
Client with immediate effect without judicial intervention being required by registered letter addressed to the Client.
The Client agrees now for than with the mentioned cancellation, in which case the Client will now for then grant us
access to its premises and we will be entitled to take back the goods that have not yet been paid, without prejudicing
our right to compensation of damage, costs, interest and lost profit, which may have been caused by all this. In any of
the above instances any claim we may have at the expense of the Client immediately becomes fully due and payable.
The Client is obliged to inform us forthwith of the fact that third parties are laying claim to goods on which rests our
retention of title under this clause.
IX FORCE MAJEURE
We reserve the right to cancel a concluded agreement in whole or in part, definitively or temporarily, or to execute it at
a later time and to extend it, if, as a result of force majeure within the meaning of art. 6:75 B.W. [Netherlands Civil
Code), we are incapable of fulfilment thereof, without being obliged to any compensation.
Should the extension of the delivery time exceed three months as a result of force majeure, we will be authorised to
cancel in whole or in part that part of the agreement that has not yet been carried out, without being obliged to any
compensation. In case of partial execution the Client will owe the costs incurred by us and/or a proportionate part of
the total price, against delivery of course of the goods manufactured by us.
We will not be liable for any direct damage whatsoever to the Client or to third parties because of suspension or
cancellation as a result of said force majeure.
X INDUSTRIAL PROPERTY RIGHTS
In case of manufacture by us of articles in accordance with drawings, samples, models or other modifications in the
broadest sense of the word, received from its Client or from third parties through the Client, the Client guarantees that
with the manufacture and/or delivery of such articles no patents or rights of use, trade models or any other rights of
third parties are affected and the Client will indemnify us against any claims arising therefrom.
If a third party objects to the manufacture and/or delivery under any alleged right as referred to above, we will be
entitled simply and only on those grounds, to cease the manufacture and/or delivery forthwith and to demand
compensation from its Client for costs incurred, without prejudicing our claims to any further compensation and
without us being obliged to any compensation to the Client.
We undertake to inform the Client forthwith in case third parties object to the manufacture and/or delivery of goods
meant for the Client. We reserve the intellectual property of the documents, drawings, samples, models or other
goods manufactured by us, also after delivery to the Client.
The Client will be responsible for any damage caused by infringement of our intellectual property rights, committed by
means of goods delivered to the Client by us. The Client undertakes to inform us immediately, as soon as the Client
becomes aware of any infringement of our rights.
The check for the quantity of the delivered products rests with the Client.
All complaints to that effect have to be in our possession within 24 hours after delivery, failing which the quantity as
stated in the consignment note, the delivery note or any other such document is deemed to have been accepted as
correct by the Client.
Immediately after delivery, but at any rate before the products are introduced to the production process, the Client
is required to check whether the delivered products show any material and/or manufacturing defects. We cannot
be held responsible in any way for any damage as the result of products with material or manufacturing defects
being introduced to the production process of the Client or their customer.
Any complaints about the incorrect execution of orders or about the quality of the delivered products have to be filed
by registered letter within eight days after delivery. In the event of defects within the meaning of Clause 13 the Client
is required within 48 hours after the Client believes to have found a defect, to inform us thereof by registered letter.
When the abovementioned periods have expired, the Client is deemed to have fully accepted the delivered goods.
Any complaints outside the aforementioned periods need therefore not be dealt with by us.
If complaints have been filed in time and after the products have been proven to show material defects or defects in
manufacture, we will at our own discretion either see to repairs free of charge or to a full or partial redelivery free of
charge. We are not obliged to any further obligations, especially not to compensation of damage.
We will not be liable for costs, damages and interests that might arise for the Client or for third parties as a direct or
indirect result of acts or omissions of persons employed by us or as a result of defects of the goods supplied by us to
We are only obliged to deliver in accordance with the specifications agreed on at the time the orders were placed. We will
not accept any liability for the applicability of the purposes of the delivered products deviating from the specifications
referred to by the Client or any other specifications whatsoever. Complaints will not be dealt with if the Client has in any
way failed to fulfill its obligations that have arisen till then towards us under any agreement. The Client will indemnify us
against all claims to compensate any damage of third parties arising from this agreement.
Payment is to be made within 30 days after date of invoice. In case this term is exceeded the Client will be in default
by operation of law, by the mere expiry of this term of payment without any notice of default being required. In that
case the execution of all orders accepted for the Client will be suspended until payment has been made in full, or until
a term to be set by us. If this term is exceeded, we will be entitled not to execute the orders referred to and to claim
From the moment payment should have been made, the Client owes an interest of 1,5 % of the invoice amount for
each month or part of a month by which the expiry date is exceeded.
Payments are to be made, either in cash at our offices or by bank transfer or giro transfer.
The Client will be in default without any notice of default being required by the mere expiry of the term of payment, as
well as in case of the Client’s (filing for) bankruptcy or suspension of payment, the Client being placed under
guardianship or under administration, liquidation and in case the Client’s goods have been attached. All costs related
to the payment will be borne by the Client, unless otherwise agreed on.
All costs, especially the extrajudicial and judicial costs for the collection of our claim relating to overdue payment will
fall on the Client who is in default. The extrajudicial costs will amount to 20% over the amount due. We have the right
to determine to which debts payments will be allocated, yet payments will in any case first be deemed to reduce the
interest and the costs incurred by or on our behalf.
We are at all times entitled to demand further payment securities from the Client. If the request for security has not
been fulfilled within 10 days, the Client will be in default without further notice and the order will be deemed
terminated. The Client will be liable for all costs and damage arising from the order and the early termination.
We are entitled to demand from the Client to sign a deed of assignment to transfer its claim(s) on its customer, to
which the Client is committed towards us, if we claim so, such in security of the payment of the Client’s debt(s) to us.
XIII APPLICABLE LAW
Dutch Law applies to all our agreements to which these conditions apply.
XIV REGISTRATION AND COMMENCEMENT OF VALIDITY
These conditions are registered at the Chamber of Commerce and Industry in The Hague and are valid from
august 1 1995.