General Terms and Conditions Governing Sales and Deliveries by PVT, the Association of Plastic Processors

Applicability of the General Terms and Conditions

Article 1:

These terms and conditions apply to all offers, quotations, accepted orders, instructions, schemes and/or other agreements, as well as to all negotiations conducted by members of PVT with third parties, whether directly or through an authorized representative, excluding any other general terms and conditions, unless we explicitly declare in writing that such other terms apply. The contractor's own terms will not be applicable. Deviations from these general terms and conditions can only be agreed upon in writing. Once other parties have made a purchase under the applicability of these terms, they are deemed to have tacitly accepted them, regardless of whether the order has been confirmed in writing.

II Offers

Article 2:

Offers, in any form, are always non-binding until the resulting order becomes binding as described in Article 7.

Article 3:

We are not liable for any direct or indirect damage caused by inaccuracies in our advice or in product data, unless in cases of gross negligence or intent.

Article 4:

All drawings, sketches, diagrams, samples, models, etc. created by us as part of the order remain our property even after full execution of the agreement. They may not be reproduced in whole or in part or shared with third parties without our written consent. The client is liable for any damage resulting from third-party access. They must be returned immediately upon our first request.

Article 5:

We are not liable for inaccuracies in data, drawings, etc., or advice provided by or on behalf of the client. We are not obligated to verify such documents and rely on their accuracy. The client shall indemnify us against any claims arising from such inaccuracies.

Article 6:

All prices are ex-warehouse/factory, including packaging but excluding VAT, unless otherwise agreed. Once the goods leave the factory, transport is at the client's risk and expense, and the client must insure the goods properly. We may choose suitable packaging and transport. Reusable packaging materials remain our property and must be kept available; the buyer is liable for loss or damage. If, after accepting an order, circumstances arise that impact costs (freight, duties, storage, exchange rates, etc.), these will be charged to the client unless otherwise agreed. We reserve the right, without prior notice, to apply the prices valid at the time of delivery for call-off orders or stock deliveries.

III Orders / Instructions and Other Agreements

Article 7:

An agreement is only concluded once we accept or confirm the order in writing without reservation. Our confirmation reflects the agreement unless the client notifies us in writing within 5 working days of receipt. This also applies to new agreements or changes.

Article 8:

If, after accepting an order, cost-affecting changes occur (raw materials, wages, duties, etc.), we may pass them on to the client with proper notice.

Article 9:

After accepting the order, we will only implement requested changes that we have confirmed in writing. If we decide not to implement them, the client cannot cancel the agreement and remains liable for payment, or for incurred costs, loss of profit, and downtime. Cancellation is only possible with our written consent, and the client must compensate all costs and losses. If we suspect financial issues, we may require advance payment or security. Until received, we may suspend work. If not provided within 10 working days, the agreement may be dissolved without court intervention, and the client is liable for all damages.

Article 10:

We may subcontract third parties to execute the order.

IV Product Provisions

Article 11:

Our delivery obligation in quantity is met if we deliver up to 10% more or less than the ordered amount.

Article 12:

Components supplied by the client must be delivered with an additional 10%, free of charge, on time, and in good condition. The client is responsible for their function. We assume they are integrable unless otherwise agreed in writing. If delivered late or unusable, the client bears the damage for downtime.

Article 13:

Production will only commence once the client approves initial samples in writing or we confirm their approval.

V Warranties

Article 14:

We guarantee the strength and quality of the product according to specifications. For third-party products, we only guarantee compliance with agreements. We will repair defects in molds or products within 4 months of shipment if due to design, manufacturing, or material errors. Other damages are not compensated. Invoice claims must be submitted in writing within 10 working days. For molds used at our plant, the warranty is 2 years or for the agreed number of pieces. It does not cover faults due to the client's materials, misuse, normal wear, overload, corrosive chemicals, or third-party modifications.

VI Molds

Article 15:

Mold production begins only after receiving payment for the costs. This also applies to changes or repairs, whether after prior agreement or prepayment.

Article 16:

Molds become the client's property once in service after payment. We will store them and they may not be retrieved until 2 years after the last order. They must be collected within 3 years; otherwise, we will set a new deadline after which we may destroy them and charge for costs.

Article 17:

If the client supplies the mold, it will only be returned once all our claims are satisfied.

Article 18:

We are not liable for loss or damage to molds except in cases of intent or gross negligence, even by subcontractors. If we are liable, compensation is limited to repair or replacement.

Article 19:

If a mold is specified for a number of cycles or pieces, it is deemed unfit once that number is reached. If unspecified, we will notify the client. As long as it is fit and under our care, we cover maintenance costs for 2 years if orders continue. Unfit molds may be destroyed without compensation.

VII Delivery

Article 20:

Delivery times are approximate and not binding. We are not liable for delays or damages. Dissolution by the client is governed by Article 9. We may deliver in parts, invoice them separately, and demand payment. If one part is unpaid, we may suspend further deliveries, dissolve the agreement, and claim compensation.

VIII Retention of Title and Risk

Article 21:

Ownership transfers to the client only after full payment. Until then, goods must be kept separate, unencumbered, and insured. The client must inform us if third parties claim rights. In cases of non-payment, moratorium, bankruptcy, seizure, or risk thereof, we may suspend deliveries, dissolve agreements, and claim compensation, including reclaiming goods. The client agrees and grants us access to retrieve goods. Debts become due upon such events.

IX Force Majeure

Article 22:

In cases of force majeure—such as disruptions, shortages, or unforeseen events—we may suspend deliveries or dissolve the agreement without compensation. If an order is partially executed, the client will pay proportionally. We are not liable for direct or indirect damages.

X Intellectual Property Rights

Article 23:

If we manufacture items based on drawings, samples, models, or instructions from the client (or third parties via the client), the client guarantees no infringement on IP rights. The client indemnifies us against any claims or costs. If infringement is alleged, we may halt production, claim damages, and are not required to compensate the client. We must be informed of any objections immediately. IP rights to our designs remain ours, even after delivery. The client is liable for misuse and must notify us immediately of any infringement.

XI Claims and Complaints

Article 24:

The client must check quantity upon receipt and file claims within 5 working days; otherwise, it is deemed accepted. Defect complaints must be filed within 8 days of delivery, and defects per Article 14 must be reported by registered letter within 48 hours. After these deadlines, goods are deemed accepted. Valid claims entitle repair or replacement at no cost. For third-party products, we will redo or remove them and compensate accordingly. We are not liable for additional or indirect losses. Our liability is limited to delivering per specifications. We do not guarantee performance for other uses. Claims are void if obligations are unmet. The client indemnifies us against third-party claims arising from the agreement.

XII Payment

Article 25:

Payment must be made within 30 days of the invoice date (or earlier if specified). Late payment triggers default automatically. We may suspend work until paid; if unpaid after a new term, we may cancel the order and claim compensation. Late invoices incur 1.5% monthly interest or part thereof. Payments must go to our bank account. The buyer defaults upon due date or in case of suspension or bankruptcy. Recovery costs (judicial or extrajudicial) are borne by the client — extrajudicial costs are set at 15%. We may apply payments to interest and costs first. We may demand additional security. If not provided within 10 days, the agreement is considered dissolved, and the client is liable for costs and damages. We may demand assignment of the client’s receivables as security.

XIII Applicable Law

Article 26:

All agreements are governed exclusively by Dutch law, including negotiations, offers, orders, instructions, etc. Any disputes are subject to the exclusive jurisdiction of the competent court in the seller’s district, without prejudice to our right to also bring action before other courts designated by law or treaty.

XIV Registration and Entry into Force

Article 27:

These terms and conditions were filed in Dutch with the Chamber of Commerce in The Hague, under number 27177181, and took effect on November 1, 2011. We may amend them, and such changes will take effect immediately and retroactively as long as they do not harm the client. If any clause is invalid or void, the rest remains unaffected. This translation is for the convenience of our foreign clients; in case of discrepancies, the original Dutch version prevails.