General terms and conditions of purchase

GENERAL TERMS AND CONDITIONS OF PURCHASE OF ALTRIMEX PACKAGING EQUIPMENT B.V.

Deposited with the Chamber of Commerce for East Brabant under number: 170797340000

General

Article 1   – Applicability
1.1 These general terms and conditions of purchase (hereinafter “the General Terms and Conditions of Purchase”) apply to all requests by Altrimex to make an offer, to all offers to Altrimex, to all orders (hereinafter “orders”) placed by Altrimex and to all agreements with Altrimex in respect of services to be provided or goods to be sold and supplied to Altrimex.

1.2 The General Terms and Conditions of Purchase apply to the exclusion of any general terms and conditions employed by the other party (hereinafter “the Contractor”). Different conditions or terms shall only apply if and in so far as they have been expressly accepted by Altrimex in writing separately for each individual case.

1.3 A Contractor with whom work has been contracted subject to the General Terms and Conditions of Purchase agrees to the applicability of the General Terms and Conditions of Purchase to later agreements between himself and Altrimex, unless otherwise agreed.

Article 2 – Agreements
2.1 All the costs to be incurred by the Contractor for the purposes of an offer are for the Contractor’s account.

2.2 An agreement comes about if and in so far as Altrimex accepts an offer by placing a written Order. If no offer has been made by the Contractor, an agreement comes about at the point that the Contractor has confirmed the written Order from Altrimex in writing.

2.3 Altrimex is allowed to change the agreement. The agreed charge shall in this case be adjusted in proportion to the change. Any less work to be done, where not already done, and any (other) cost savings shall be taken into account.

2.4 Verbal promises by or agreements with its staff or representatives shall not bind Altrimex until and in so far as it has confirmed them in writing.

Article 3 – Prices and payment
3.1 The agreed prices are inclusive of all costs and duties, packaging material, inspections, certificates, and are fixed for the duration of the agreement.

3.2 Altrimex is entitled to offset the invoices payable by it against the claims it has against the Contractor.

3.3 If payment in advance has been agreed, Altrimex has the right to ask the Contractor for security that is adequate in the opinion of Altrimex.

3.4 Payment by Altrimex does not discharge the Contractor from any warranty or liability under the agreement or the law. Altrimex reserves the right to complain about goods, services and invoices for which it has already paid.

Article 4 – Intellectual and industrial property
4.1 The intellectual and industrial property rights to all the goods, data and information, including documentation, drawings, photos, packaging material and specifications, made available to the Contractor by Altrimex belong to Altrimex, unless these rights rest with Altrimex’s customer.

4.2 The rights to all the goods produced by the Contractor by order of Altrimex, including (parts of) stands, documentation, designs, drawings, packaging material, photos and specifications, in whatever form, belong to Altrimex, unless otherwise expressly agreed in writing.

4.3 Altrimex has the power at any time to change or to adapt the (appearance of the) goods supplied, even if it has been agreed that the copyright relating to goods produced by the Contractor rests with the contractor.

4.4 The Contractor shall not use the goods and information made available by Altrimex and/or produced by its order for any other purpose than that for which they have been made available. The Contractor shall not place these goods and information at the disposal of third parties or hand them over for inspection in any way.

4.5 The Contractor is bound to return the goods and information referred to above, in whatever form, to Altrimex on demand.

4.6 The Contractor guarantees to Altrimex that the use of the goods supplied does not infringe any industrial or intellectual property right belonging to a third party and indemnifies Altrimex against any claim of third parties in this regard. The Contractor indemnifies Altrirnex for all the costs arising for Altrimex (obligation to pay damages, legal costs, costs of legal assistance, etc.), if Altrirnex is called to account because of an (alleged) infringement by the goods supplied of intellectual or industrial property rights of third parties.

Article 5 – Confidentiality and competition
5.1 The Contractor is not allowed to publish photos or other illustrations of goods or works supplied by the Contractor or goods made available to the Contractor or otherwise to go public with them, unless Altrimex whether or not as agent/authorised representative of its customer has given its prior consent in writing.

5.2 The Contractor is not allowed to conclude agreements with Altrimex’s customer, make him offers and/or otherwise to approach him, unless Altrimex has given its prior consent in writing.

Article 6 – Dissolution
6.1 Altrimex is entitled to dissolve the agreement as a whole or in part by notice in writing and without notice of default with immediate effect if:

A) the Contractor fails to discharge one or more of his contractual obligations or fails to discharge them on time or properly;
B) the Contractor becomes bankrupt, applies for (temporary) court protection from creditors, starts to liquidate his company, offers a scheme of arrangement or otherwise turns out to be insolvent;
C) an attachment order is placed on the goods or a portion of the goods belonging to the Contractor;
D) drastic changes occur in the ownership structure or power structure of the Contractor’s business.

6.2 In the event of dissolution of the agreement by Altrimex, Altrimex is at no time bound to pay compensation. The Contractor indemnifies Altrimex against claims of third parties arising through or in connection with the dissolution and is bound to compensate Altrimex for them.

6.3 In the event of dissolution of the agreement,  the Contractor is bound to reimburse all the costs already incurred by Altrimex, without prejudice to the right of Altrimex to claim compensation in full.

Article 7 – Prohibition of subcontracting and assignment
7.1 The Contractor is not allowed to transfer or to subcontract the execution of the agreement as a whole or in part to third parties, except with the prior consent of Altrimex in writing.

7.2 Claims of the Contractor against Altrimex are not transferable, except with the prior consent of Altrimex in writing.

Article 8 – Liability and compensation
8.1 The Contractor indemnifies Altrimex against any claim for compensation of third parties, including customers and buyers of Altrimex, for work done or goods supplied by the Contractor.

8.2 The Contractor is liable for all damage, of whatever kind and however arising or caused, that Altrimex and/or third parties, including persons and companies working with or for Altrimex, suffer as a consequence of a(n) (attributable) shortcoming or a wrongful act of the Contractor.

Article 9 – Insurance
9.1 The Contractor is responsible for all the goods belonging to Altrirnex or Altrimex’s customer that he has in his possession. The Contractor is bound to insure these goods against all damage, of whatever kind, that can occur as long as the goods are in his care. The Contractor is bound to furnish proof of this insurance on demand. This insurance shall provide for a direct claim by Altrimex to the insurer for compensation.

9.2 The other party is responsible for the goods referred to in 9.1 throughout the period of execution of the order, including transport to and from, and also during the period following delivery in so far as the Contractor does (further) work, and shall insure the goods during this period in accordance with 9.1.

Article 10 – Rights of Altrimex’s customer
10.1 Altrimex is entitled as agent of its customer to exercise all the rights of its customer in respect of the Contractor at any time.

Article 11 – Applicable law and competent court
11.1 All agreements between Altrimex and the Contractor are subject exclusively to the law of the Netherlands.

11.2 The applicability of the United Nations Treaty in respect of international purchase agreements concerning moveable goods is expressly excluded.

11.3 All disputes between the parties shall be adjudicated exclusively by the competent court in Roermond unless a dispute is subject to the competence of a Dutch Cantonal Court or Altrimex prefers another competent court at variance with this article.

11.4 In the event of disagreement about the interpretation of the General Terms and Conditions of Purchase the Dutch text is binding.

Purchase of goods

Article 12 – General
12.1 Apart from the general provisions, articles 12 to 15 also apply in so far as the relationship between Altrimex and the Contractor relates to goods purchased or to be purchased by Altrirnex or via the Where there are inconsistencies with other articles in the General Terms and Conditions of Purchase, articles 12 to 15 shall prevail.

Article 13 – Delivery
13.1 Delivery shall be carriage paid, unless otherwise agreed in writing.

13.2 The delivery time commences at the point at which the agreement comes On exceeding the delivery time the Contractor is in default without notice of default. If a penalty has been agreed in the event of delivery not being on time, this leaves the right of Altrimex to compensation in full unaffected.

13.3 If for whatever reason Altrirnex is unable to receive the goods presented for delivery, the Contractor shall store the goods at his own expense and risk for a period to be agreed and keep them in such a way that the correct and constant composition of the goods remains guaranteed and the required quality level is maintained.

13.4 Altrimex is entitled at any time to specify the order of the deliveries and consequently to fit them in with the progress of its own activities, even if the agreement provides for a different order.

13.5 If the Contractor is unable to fulfil his contractual obligations or is unable to do so on time, he is bound to notify Altrimex accordingly without delay.

13.6 The goods to be supplied shall be properly packed. The Contractor is liable for damage due to inadequate or faulty packaging and for damage or destruction of the packaging.

Article 14 – Quality control
14.1 Altrimex is not bound to perform any quality control. If an inspection or approval by Altrimex does take place, this does not discharge the Contractor from any warranty or liability. Under no circumstances can the Contractor put forward the performance or non-performance of an inspection as defence against any claim of Altrimex.

14.2 Altrimex is entitled to inspect or approve the goods to be supplied (or have them inspected or approved) at any time, irrespective of the location of the goods in question. Altrimex can at any time request a production or confirmation sample to be supplied at the Contractor’s expense.

14.3 In the event of rejection, Altrimex shall immediately inform the Contractor accordingly. Altrimex is entitled to send back the rejected goods at the Contractor’s expense or to keep them at the Contractor’s expense and risk. The Contractor shall remove rejected goods on demand, failing which Altrimex can do with these goods as it sees fit. Altrimex has the right to demand delivery of new goods that do conform to the agreement, without prejudice to its right to compensation or dissolution.

Article 15 – Warranty
15.1 The Contractor guarantees that the goods supplied meet the agreed specifications, properties and requirements or, if nothing has been agreed in this regard, the specifications, properties and requirements that are usually made of these goods.

15.2 Without prejudice to the provisions of article 8, the Contractor indemnifies Altrimex against all claims in connection with material or non-material damage as a consequence of a defect in a good supplied by the Contractor in the broadest sense of the word, that is including packaging, documentation, etc., and he shall compensate all damage and costs arising for Altrimex as a result.

15.3 The contractor guarantees that the goods supplied and the associated documentation conform to all the statutory regulations in the country of destination. All the costs of conforming to these regulations now and in the future and all the penalties and losses resulting from failure to conform to these regulations shall in each case be at the expense of the Contractor, even if they have initially been borne by Altrimex.

15.4 The contractor shall immediately and in consultation with Altrimex repair all the defects that the goods display or replace the goods supplied.

Purchase of service

Article 16 – General
16.1 Apart from the general provisions, articles 16 to 19 apply in so far as the relationship between Altrirnex and the Contractor relates to services to be obtained by Altrimex from or via the Contractor. Where there are inconsistencies with other articles in the General Terms and Conditions of Purchase, articles 16 to 19 shall prevail.

Article 17 – Execution
17.1 The Contractor shall execute the order within the agreed time in accordance with a schedule approved by Altrimex in writing.

17.2 On exceeding this time the Contractor is in default without notice of default. If a penalty is imposed for exceeding the time, this leaves the right of Altrimex to compensation in full unaffected.

17.3 The contractor shall, as soon as the execution is complete in his opinion, notify Altrimex accordingly in writing. Altrimex shall inform the Contractor within 14 days of this notification whether or not it accepts the work Taking a work into use by Altrimex cannot be regarded as acceptance thereof. Acceptance by Altrirnex does not discharge the Contractor from any warranty or liability.

17.4 Altrimex is at any time entitled to specify the order of the work to be done by the Contractor and consequently to fit it in with the progress of its own work, even if the agreement provides for a different order.

17.5 If the contractor is unable to fulfil his contractual obligations or is unable to do so on time, he is bound to notify Altrimex accordingly without delay.

17.6 If and in so far as the work is being done at an Altrimex site, this work shall take place during the working hours in force there, unless otherwise agreed in writing. The Contractor is bound to do the work outside these working hours on demand of Altrimex. Travelling time and waiting time do not count as time worked and Altrimex can only be charged for them with the prior consent of Altrimex in writing.

17.7 The contractor shall at his own expense take responsibility in good time for all the licences, exemptions, inspections, etc., required for the execution.

17.8 Altrimex is at any time allowed to terminate the agreement early or to interrupt it, as a whole or in part. In this case, the Contractor has no right to any compensation/payment other than the payment for the work actually done at that time.

Article 18 – Additional work
18.1 Additional work shall only be payable if Altrimex has placed a separate written order for it.

Article 19 – Warranty
19.1 The  Contractor guarantees that the intended result according to the order shall be achieved and that the requirements made by Altrimex shall be met. The Contractor guarantees the soundness and suitability of the materials, designs, guidelines, etc., supplied, prescribed or recommended by him to Altrimex.

19.2 The Contractor guarantees the correctness and soundness of the advice given by him.

19.3 The Contractor guarantees that the work shall be done in conformity with and shall comply with all the statutory regulations in force. All the costs of complying with these regulations now and in the future and all the penalties and losses resulting from failure to comply with these regulations shall be at the expense of the Contractor, even if they have initially been borne by Altrimex.

Helmond, January 2001