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GENERAL TERMS AND CONDITIONS OF SALE, CNUDDE PACKAGING

  1. The general terms and conditions of sale set out below apply to all price quotes sent out by and all agreements with Cnudde Packaging bvba , company number 0431.218.448, whose registered office is situated at 149 Karreweg, 9770 Kruishoutem, Belgium (referred to below as “Cnudde”).
    Any departure from and/or any supplement to these general terms and conditions of sale will be permitted only if there is a prior, written agreement, signed by Cnudde and by a representative authorised to act for the customer.
    By placing an order with Cnudde, the customer is stating that it has read and understood these general terms and conditions of sale and that it agrees entirely and irrevocably with their content and their applicability to all legal relationships with Cnudde. The customer will also expressly and irrevocably renounce any of its own general terms and conditions (of purchase).  
  2. All price quotes issued by Cnudde are obligation-free, unless expressly stated otherwise in the price quote. Unless expressly stated otherwise in the price quote, an agreement between Cnudde and the customer will only come into being once Cnudde has accepted the order from the customer in writing by way of an order confirmation or by another document signed by Cnudde.
    Price quotes from Cnudde are valid for 2 months from the first day following the date of the price quote, except where a different period is expressly stated in the price quote.
    In the event of the customer cancelling an order that has been confirmed by Cnudde, the customer will always automatically and without prior notice of default owe a fixed amount of compensation equivalent to 30% of the price of the order, notwithstanding Cnudde’s right to demonstrate a higher amount of damages.
    The customer undertakes to keep all of the details stated on Cnudde’s price quotes strictly confidential.
  3. The information, materials, illustrations and dimensions shown in Cnudde’s catalogues are given purely by way of indication and may be adjusted by Cnudde without prior notification.
    In the same way, the price lists distributed by Cnudde are purely indicative and do not bind Cnudde in any way. The cost of design, composition, drawings, photoengraving, printing blocks and hole-punching are not included in the prices stated in the price lists distributed by Cnudde.
    The prices stated on the order confirmations or on any other agreements signed by Cnudde with the customer are based on the cost of wages and materials in effect at that time.
    The prices stated on price lists, order confirmations, agreements, etc. always exclude VAT.
    The costs for delivery, shipping are not included in the price, unless explicitly agreed otherwise in the order confirmation.
  4. Delivery will take place at a location agreed with the customer. Goods are delivered in their packaging, to the gate, except where agreed otherwise in advance in a written agreement with Cnudde. The customer will guarantee unimpeded access for the goods.
    The cost of delivery will be borne by the customer, unless explicitly agreed otherwise in the order confirmation.
    The customer will itself be responsible for removing the packaging from the goods and/or for any additional assembly or installation work, unless agreed otherwise in advance in a written agreement with Cnudde. The packing materials provided free of charge by Cnudde and packing materials where a return deposit is involved, remain the property of Cnudde at all times and must be returned by the customer as promptly as possible.
    The delivery lead times stated by Cnudde are provided purely as an indication and are non-binding. Under no circumstances will delivery made after the lead-time stated amount to entitlement for the agreement to be cancelled, or for the price to be reduced or for any form of compensation to be paid by Cnudde. Cnudde is not required to pay any compensation for damage that may result from late delivery.
    For goods that are to be produced specially, according to the customer’s specifications, Cnudde reserves the right to supply 10% under or over the total quantity ordered. Under no circumstances will specially made goods be taken back by Cnudde.
  5. The goods delivered at all times remain the exclusive property of Cnudde until such time as payment has been made in full by the customer of the selling price, including VAT, as well as any associated amounts and interest owed. Until payment has been made in full, the customer is forbidden to dispose of the goods in question in any way, or to settle any form of business security on them, alter their nature or have control over them in any other way. The customer also acknowledges that Cnudde at all times has the right to take the goods back at the customer’s expense until such time as they have been paid for in full.
    The risks relating to the goods will be transferred in full to the customer from the time that the goods have been delivered to the customer.
    In the event of the bankruptcy of the customer, the terms of retention of ownership set out in this article 5 will apply in full.
  6. All invoices from Cnudde are due for payment at Kruishoutem within eight days of the invoice date, except where explicitly agreed otherwise in the order confirmation.
    Any complaints relating to the content of our invoices must be lodged in writing at the registered office of Cnudde within five working days from the first day after the invoice date. Once this period has expired, if no objection has been lodged in writing, the invoice will be deemed to have been definitively accepted.
    In the event of non-payment of the invoice by the due date, (i) Cnudde has the right, without prior authorisation by court and without serving prior notice of default, to cancel the agreement with the customer with immediate effect and to take back the goods delivered in accordance with article 5, and (ii) Cnudde has the right, without prior authorisation by court and without serving prior notice of default, to suspend its outstanding undertakings vis-à-vis the customer with immediate effect until such time as payment has been made in full, and (iii) any other amounts that the customer may owe Cnudde by way of other invoices will become due for payment immediately and without serving prior notice of default, and (iv) the customer will automatically and without prior notice of default being served owe an amount of interest on the total amount of the invoice (including VAT) at the interest rate in effect on the invoice due date and the customer will also automatically and without prior notice of default being served owe a fixed amount of compensation amounting to 15% of the total invoice amount (including VAT), with a minimum of 125 EUR, notwithstanding Cnudde’s right to demonstrate a higher amount of damages.
    Cnudde may offset any amounts receivable from the customer with any amounts that Cnudde may owe the customer. The offsetting of debts by the customer is expressly not permitted.
  7. The customer is required to check the goods immediately at the time of delivery. Any complaints and comments relating to the goods delivered must be lodged in writing at the registered office of Cnudde within eight calendar days after the delivery date of the goods in question. Once this period has expired, if no complaint has been lodged in writing, the delivery will be deemed to have been definitively accepted. Use of the goods delivered or the further processing or trading thereof, even before this period of eight calendar days has expired, will be deemed as irrefutable evidence of the delivery’s acceptance. Complaints relating to hidden defects in the goods delivered must be lodged in writing at the registered office of Cnudde within eight calendar days after the discovery of the hidden defect, otherwise the complaint will lapse. The short period stated in article 1648 of the Civil Code between the parties is 2 months from discovery of the hidden defect.
    Goods belonging to Cnudde must be stored in a clean, dry place and be protected from sunlight and other elements of the weather. Cnudde reserves the right to issue additional instructions to the customer regarding its goods.
    In terms of any damage caused by goods that are delivered with defects, Cnudde is only liable under the legal obligations imposed by the relevant law in effect. Also, in any event, Cnudde’s liability will be limited, at the discretion of Cnudde, either to replacing the defective goods free of charge or providing compensation up to the agreed price paid by the customer for the goods in relation to which Cnudde is liable. Under no circumstances is Cnudde liable for any form of indirect damage or consequential damage, including loss of profit. Nor does Cnudde accept any liability if the customer has not taken the necessary measures to limit any damage as much as possible in order to make it possible for an investigation of the goods in question to be carried out in the presence of Cnudde. Nor does Cnudde accept any liability if the goods in question (i) have been modified or altered by the customer or by third parties, or (ii) if the goods have not been used for the purpose they were intended, or (iii) if the goods have not been used in accordance with any instructions given by Cnudde, including what is stated in paragraph 2 of this article 7.
    The customer will indemnify Cnudde for all costs and damage incurred as the result of regional, national, international, general and sector-based restrictions or prohibitions regarding the goods, which the customer may be reasonably expected to have been aware of and yet did not notify Cnudde of them at the time the customer placed an order with Cnudde.
    Without prejudice to the provisions in the preceding paragraphs of this article, Cnudde Packaging bvba is in any case not liable for the commercial damage suffered by the other party or other consequential damages.
  8. Cnudde has the right to terminate the agreement with the customer at any time, with immediate effect, without prior notice, without prejudice to Cnudde’s right to claim damages should the customer be in a position of insolvency, bankruptcy, apparent insolvency, dissolution or liquidation, or in the event of control over the customer (in the sense of article 5 of Company Law) being modified directly or indirectly.
  9. Cnudde (or its licensor, where appropriate) is and will remain the party entitled to all industrial and intellectual property rights relating to the goods supplied by Cnudde. The order or sale of such goods or payment of the invoice for them may never result in a transfer of any intellectual property right. The same applies to any designs, compositions, drawings, photoengraving, printing blocks and hole-punching that relate to the goods ordered or delivered, which are also strictly confidential and under no circumstances may be placed at the disposal of third parties.
    The customer undertakes not to commit any infringement of Cnudde’s industrial and intellectual property rights (or those of its licensors, where appropriate). This implies among other things, without being restrictive, that the customer will not counterfeit, reproduce, make copies of or in any other way infringe (or allow to be infringed) the goods, designs, compositions, drawings, photoengraving, printing blocks and hole-punching of the goods supplied by Cnudde. The customer will notify Cnudde immediately in writing if the customer obtains knowledge of an infringement of Cnudde’s intellectual property rights (or those of its licensors, where appropriate) and, when first requested to do so by Cnudde, will hand over all information of value in that regard. If a third party claims that Cnudde’s materials, goods or services (or those of its licensors, where appropriate) constitute an infringement of its rights, the customer undertakes to notify Cnudde immediately in writing or otherwise relinquish any other recourse over Cnudde. In such a case, Cnudde will either attempt to obtain the right for the customer to continue using these materials, goods and/or services, or modify or replace the offending materials, goods and/or services in order to put an end to the infringement of the third parties’ rights without any possible recourse or claim for damages on the part of the customer.
  10. In the event of force majeure on the part of Cnudde, Cnudde’s undertakings vis-à-vis the customer will be suspended until such time as the situation of force majeure has passed. The term ‘force majeure’ is understood to mean, among other things, war, mobilisation, machine breakdown, fire, transport breakdown, strikes, errors or delays attributable to third parties, lockouts, floods and other circumstances that cannot be attributed to Cnudde and which may prevent or delay delivery of the goods. Should the situation of force majeure last for longer than 60 consecutive days, both the customer and Cnudde have the right to cancel the agreement without prior authorisation by court, also without Cnudde being required to pay any compensation to the customer.
  11. Belgian law alone shall apply at all times to any price quotes sent out by Cnudde and to all agreements entered into with Cnudde (including these general terms and conditions of sale) and with the exception of the rules of international private law (including CISG and other equivalent treaties). All disputes that cannot be settled amicably will come under the sole jurisdiction of the courts and tribunals in the judicial district of Oudenaarde, on the understanding that Cnudde reserves the right to place the dispute before any other court with jurisdiction under Belgian law.
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