General Terms and Conditions of Sale Codipack Netherlands
General Terms and Conditions of Sale – Codipack Netherlands – Version 20.2
1. SCOPE AND APPLICABILITY
a) These terms and conditions apply to all offers, order confirmations, agreements, and deliveries made by Codipack relating to:
• labels and tags;
• printing and computer equipment used to print such labels and tags;
• software for operating this equipment, including related documentation, data carriers, and supplements;
• coding devices and related equipment.
b) The buyer receives a copy of these terms and conditions with the offer – or at the latest with the order confirmation. These terms are also filed with the Chamber of Commerce and/or the Registry of the Court in Breda. A copy will be sent free of charge upon request.
c) An order is only considered accepted after written confirmation by Codipack by email or letter.
2. ORDER CONFIRMATION
a) An order placed by the buyer is only binding upon Codipack after written acceptance. Any general terms and conditions of the buyer are explicitly excluded.
b) If a delivery on call-off basis has been agreed, a call-off schedule will be attached to the order confirmation. If the schedule is not followed, Codipack reserves the right to invoice expired call-offs.
c) Unless otherwise agreed in writing, the final delivery must take place no later than six months after the order confirmation.
3. DELIVERY
a) Delivery takes place from Codipack’s warehouses.
b) Stated delivery dates are indicative, unless explicitly agreed otherwise in writing.
c) For call-off deliveries, the call-off schedule as stated in the order confirmation applies. Missed call-offs will be invoiced.
d) Unless agreed otherwise in writing, typesetting, die-cutting forms, clichés, films, drawings, and designs remain the property of Codipack.
e) Variations of up to 10% in the ordered quantity of labels do not entitle the buyer to compensation or rejection.
f) In case of a delay in delivery or commissioning of more than 60 days due to the buyer, 95% of the total order value becomes immediately due.
4. WARRANTY
a) Delivered software is covered by a 90-day warranty from the date of delivery.
b) The warranty includes correction of design errors, at Codipack’s expense.
c) For equipment, only the manufacturer’s warranty applies.
d) Adhesive strength of labels is only guaranteed up to one year after delivery, provided Codipack’s instructions were followed.
e) Samples and models are indicative only; minor deviations in weight, color, or quality are permitted.
f) Approval by the buyer of proofs, models, or designs releases Codipack from liability for any errors or omissions therein.
5. COMPLAINTS
a) The buyer must immediately inspect delivered goods or installed equipment for visible defects.
b) Visible defects must be reported in writing within 10 working days of receipt.
c) Non-visible defects must be reported in writing immediately upon discovery.
6. LIMITATION OF LIABILITY AND INDEMNITY
a) Codipack’s liability for direct damage is limited to the purchase price, with the right to repair where possible.
b) Codipack is not liable for indirect damages such as business interruption.
c) Codipack is also not liable for damage caused by external circumstances beyond its control.
d) The buyer and Codipack mutually indemnify each other against third-party claims related to the execution of the agreement.
7. COPYING OF SOFTWARE
a) The buyer may only make one backup copy for personal use.
b) Upon transfer, the original software must be handed over, all copies destroyed, and use discontinued.
c) In the case of unauthorized distribution, the buyer forfeits a penalty of €90,756, without prejudice to Codipack’s right to claim actual damages.
d) Codipack reserves the right to claim additional compensation.
8. PRICES AND PRICE CHANGES
a) Price adjustments are allowed if raw or auxiliary material costs increase by more than 2%.
b) If the price increases by more than 5%, the buyer has the right to terminate the agreement.
9. PAYMENT, CANCELLATION, AND RETENTION OF TITLE
a) For payments made after the due date, interest of 10% per year is due by operation of law, without notice of default, plus a fixed compensation of 15% of the outstanding amount.
b) In the event of bankruptcy, liquidation, or suspension of payments by the buyer, the full purchase price becomes immediately due.
c) Delivered goods remain the property of Codipack until the buyer has fulfilled all obligations.
d) Codipack may apply a 2% credit limitation surcharge, which lapses upon timely payment.
e) Invoicing may differ for projects longer than 8 weeks or dependent on material delivery. All services are invoiced monthly.
f) In the event of cancellation of a placed order, the buyer owes fixed compensation of 15% of the order amount, without prejudice to Codipack’s right to claim actual higher damages.
10. JURISDICTION AND APPLICABLE LAW
a) This agreement is governed exclusively by Dutch law.
b) Disputes not falling within the jurisdiction of the subdistrict court will be submitted in the first instance to the court in Breda.