BRC Packaging
BRCGS is a standard for food safety. The standard describes the hygiene and food safety requirements for food processing companies that supply directly to the retail sector. You can also think of packaging materials for foodstuffs.
DIJKSTRA PLASTICS B.V. GENERAL TERMS AND CONDITIONS
The following definitions apply to these general terms and conditions:
Seller: the private company with limited liability Dijkstra Plastics B.V., with its registered office in Haaksbergen (the Netherlands), user of these terms and conditions.
Customer: any legal entity or natural person who enters into an agreement with the Seller or receives an offer from the Seller.
Products: all goods produced for the Customer and/or delivered to the Customer.
2.1 These general terms and conditions apply to any and all offers, quotes, agreements and other legal relationships between the Seller and Customer.
2.2 The Seller expressly excludes the applicability of purchase or other terms and conditions of the Customer.
2.3 These general terms and conditions can only be deviated from if this has been agreed in writing.
2.4 If the court has found that one or more provisions of these general terms and conditions are unreasonably onerous, the provision in question must be interpreted in light of the remaining provisions of the general terms and conditions. The fact that the court has found that one or more provisions of these general terms and conditions are unreasonably onerous shall not affect the validity of the remaining provisions.
3.1 All quotes and offers by the Seller are without obligation, unless specifically stated otherwise in the quote or offer.
3.2 Offers made by the Seller are valid for 30 days, unless indicated otherwise.
3.3 If the Seller has incurred costs to make an offer, the Seller may charge all costs incurred to make the offer to the Customer.
4.1 The agreement is concluded when the Customer accepts in writing the offer made by the Seller.
4.2 Amendments and/or additions to the agreement shall only be valid if expressly accepted in writing by the Seller.
4.3 Notwithstanding the other provisions of these general terms and conditions, and without prejudice to the Seller’s right to compensation and any other rights of the Seller, the Seller can suspend or terminate the agreement without any judicial intervention by an extrajudicial declaration:
4.4 Upon request of the Seller, the Customer shall provide security for the fulfilment of its obligations towards the Seller.
5.1 All deliveries by the Seller are DDP in accordance with the latest version of the Incoterms, unless otherwise agreed in writing between the parties.
5.2 The Customer is obliged to take possession of the Products when they are made available in accordance with the agreement or on call.
5.3 If the Customer refuses to take possession or fails to provide information or instructions essential for delivery, the Products shall be stored at the risk and expense of the Customer. In that case, the Customer shall be liable for all additional costs, including in any case the costs of storage.
5.4 An agreed delivery term does not constitute a deadline. In the event of overdue delivery the Customer must give notice of default in writing to the Seller and allow the Seller a reasonable period to fulfil its obligations.
5.5 The Seller may make partial deliveries. If the Products are delivered in parts, the Seller shall be entitled to invoice each partial delivery separately.
6.1 All technical requirements set by the Customer with regard to the Products to be delivered, which deviate from the standard requirements, must be stated explicitly by the Customer when the agreement is concluded.
6.2 If the Products to be supplied by the Seller are delivered or used outside the Netherlands, the Seller is responsible for ensuring that the Products to be delivered meet the technical requirements or standards set by laws or regulations of the country where the Products are to be delivered or used, however, only if the Customer has informed the Seller of these technical requirements and standards in good time and has included them in the agreement. Failure to (timely) fulfill the obligations as referred to in the previous sentence by the Customer will be at the expense and risk of the Customer. In that case the Seller is not liable.
7.1 The Customer is aware that the Seller may engage third parties to perform the agreement as effectively as possible.
7.2 The Seller shall endeavour to perform the agreement to the best of its ability. However, the Seller shall never be obliged to perform an agreement that infringes any right, conflicts with a legal obligation or is contrary to generally accepted standards.
7.3 The Seller reserves the right to make minor amendments to the agreement (as stated in the offer or quote) without being liable to pay compensation and/or without giving the Customer the right to cancel or terminate the agreement.
7.4 Minor deviations in print, colour, density, weight, dimensions, quality and finish of the materials provided do not constitute grounds for the Customer to refuse the Products, to terminate the agreement and/or to claim compensation from the Seller.
7.5 If the Seller offers and/or has offered a Product by means of a sample, the sample shall only be indicative for the Product to be delivered by the Seller. The Seller reserves the right to make minor changes to the Product compared to the sample, without being liable to pay compensation and/or without giving the Customer the right to cancel or terminate the agreement.
7.6 The Customer is obliged to make available all documents required by the Seller to properly perform the order and to provide all required information. The Customer guarantees the accuracy, completeness and reliability of the information and data provided to the Seller by the Customer or on its behalf. Failure to (timely) fulfill the obligations as referred to in this article by the Customer will be at the expense and risk of the Customer. In that case the Seller is not liable.
8.1 Alle agreed prices are in euro and are binding. Prices are exclusive of VAT and other costs, such as but not limited to packaging materials, unless otherwise agreed in writing.
8.2 Costs resulting from government measures, such as but not limited to safety regulations, are for the account of the Customer.
8.3 If, during the period of time between the date of (acceptance of) the offer and the date of delivery, the cost price increases as a result of for example but not limited to government measures, raw materials, increased wage costs or higher import duties, or, in the case of delivery in instalments, the cost price increases during the instalment period, the Seller shall be entitled to increase the price to be charged to the Customer accordingly.
8.4 The Seller may stipulate an advance payment to be made by the Customer prior to the delivery of the Products.
8.5 Obvious calculation errors made by the Seller may be corrected at any time.
9.1 Unless otherwise agreed in writing between the parties, payments must be made within thirty (30) days of the invoice date, without any set-off, discount or suspension by the Customer.
9.2 If the Customer fails to comply or fails to comply properly with its payment obligations towards the Seller, as set out above in paragraph 1, the Customer shall be in default without any demand or notice of default being required. In such case, the Seller shall be entitled to charge the Customer monthly statutory commercial interest on the amount due, plus 4 percentage points, to be calculated from the due date until the date of full payment. In this context part of a calendar month shall count as a full calendar month.
9.3 All judicial and extrajudicial collection costs shall be for the account of the Customer. The extrajudicial collection costs are set at 15% of the invoice amount, without prejudice to the Seller’s right to claim damages in excess of this amount from the Customer. Payments received from the defaulting Customer shall first serve to settle the extrajudicial collection costs and interest payable, and subsequently, in order of age, the outstanding invoices.
9.4 In the event of the Customer being wound up, going bankrupt or being granted a suspension of payments, the Customer’s obligations shall be due immediately.
10.1 The Seller retains title to all Products delivered or to be delivered to the Customer until the purchase price for all these Products has been paid in full. The retention of title also applies to all obligations arising from the agreement that the Seller may acquire against the Customer.
10.2 The Customer must handle the Products delivered under retention of title with due care, and must identify the Products as the property of the Seller.
10.3 If the Customer fails to meet its payment obligations towards the Seller and/or the Seller has good grounds to fear that the Customer will not fulfil its payment obligations and/or in the instances referred to in article 4.3 of these terms and conditions, the Seller shall be entitled to take back the Products delivered under retention of title without intervention of a third party, such as but not limited to a court. The Customer hereby grants the Seller permission to take possession of the Products in question as well as to enter the premises where the Products in question are located and the premises that provide access to them.
10.4 The Customer is obliged to immediately notify the Seller in writing of the fact that third parties are asserting rights to Products subject to the Seller’s retention of title.
10.5 The Customer is obliged to take out and maintain insurance against fire, explosion and water damage and theft for the Products subject to retention of title, and to make the insurance policy available for inspection to the Seller at its first request.
10.6 In the event that the Seller takes back Products pursuant to this article, it will issue a credit note. The Products will be credited at market value, calculated at the time of taking back.
10.7 In the event that the Customer sells the Products on to a third party and the purchase price for these Products has not been paid in full, the Customer shall be obliged to pledge the claim on this third party to the Seller. The Customer is not entitled to grant a pledge or create any other right on the Products subject to retention of title.
11.1 The Customer is obliged to inspect the delivered Products at the time of delivery.
11.2 Complaints due to shortages, defects, deviations from the stated specifications or externally visible damage must be described in detail by the Customer on the consignment notes signed by the Customer. The Customer is not entitled to complain if the Products delivered by the Seller show deviations that are considered acceptable in the branch of industry. Complaints with regard to visible defects or shortages must be submitted to the Seller by registered letter, within eight (8) days of delivery of the Products.
11.3 Complaints regarding hidden defects must be submitted to the Seller by registered letter, within eight (8) days of discovery thereof, however within three (3) months of the delivery date. Complaints must be described accurately by the Customer.
11.4 Complaints do not entitle the Customer to suspend payment of the amount due to the Seller.
11.5 If the Seller considers the complaint to be founded, the Seller shall, at its option and against return of the delivered Products, either repair the delivered Products, make a further delivery, or replace the delivered Products free of charge.
11.6 Complaints with regard to the invoice amount must be submitted to the Seller by registered letter, within ten (10) days of the invoice date.
11.7 The periods specified in this article are strict deadlines within the meaning of article 6:89 of the Dutch Civil Code. If complaints are not submitted within the specified periods, the right to complain shall lapse.
12.1 The Customer is aware that delivered Products, models, samples, logos, brochures, images etc., as well as derivatives thereof, may be protected by intellectual property rights of the Seller or third parties. The Customer shall respect these rights and shall not infringe on them.
12.2 The Customer is expressly prohibited from using, reproducing, publishing, providing to third parties or otherwise making available these documents, materials and/or Products, as well as promotional material, for purposes other than those set out in the agreement between the Seller and Customer, except with the express written permission of the Seller.
12.3 If the Customer becomes aware of an infringement of any intellectual or industrial property right as described above, it shall immediately notify the Seller thereof. In the event of violation of the provisions of this article the Customer shall forfeit to the Seller an immediately payable penalty, not subject to mitigation, of €100,000, without prejudice to the Seller’s right to claim damages in excess of this amount.
12.4 The Customer guarantees to the Seller that it is entitled to use the materials, models, samples, logos, images, etc., as well as derivatives thereof, it has made available to the Seller. The Customer shall indemnify the Seller against any form of liability arising from the use of the materials made available by the Customer.
13.1 The Customer must carefully check any typesetting, printing or other proofs it receives from the Seller, whether or not at its request, for any mistakes or errors and return them to the Seller, corrected or approved, with appropriate speed.
13.2 Approval of typesetting, printing or other proofs received from the Seller by Customer is deemed an acknowledgment that the Seller has properly performed the work that is approved.
13.3 The Seller shall not be liable for deviations, mistakes or errors which have gone unnoticed in the proofs corrected or approved by the Customer.
13.4 Each proof prepared at the Customer’s request will be charged in addition to the agreed price, unless it has been explicitly agreed that the costs of these proofs are included in the price.
14.1 The liability of the Seller for all direct loss or damage caused by or directly related to a shortcoming in the fulfilment of the agreement or arising from an unlawful act of the Seller, shall at all times be limited to the net invoice amount of the defective Product, with due observance of the limitations of liability as set out in these general terms and conditions.
14.2 The Seller shall never be liable for any indirect loss or damage, including loss of income or profits, consequential loss, loss due to delay in business activities and due to business interruption, loss due to loss of production capacity, loss of working hours and/or labour costs incurred in vain, and costs on the part of the Customer.
14.3 The Seller shall not be liable for any loss or damage caused by its staff or by its contracted suppliers or third parties during the delivery of the Products, which are necessary for the performance of the agreement, including transport damage and loss or damage as a consequence of exceeding the date on which the agreement must be performed or samples must be supplied.
14.4 The Seller shall not be liable for any loss or damage resulting from incorrect information being provided by the Customer.
14.5 The Seller shall not be liable for any printing or typing errors in images, brochures or labels.
14.6 The Seller shall not be liable if the Customer and/or a contracting party of the Customer fails to comply with the instructions for use of the Products, including but not limited to the safety and storage instructions.
14.7 The Customer shall indemnify or compensate the Seller with regard to any and all third-party claims for which liability of the Seller vis-à-vis the Customer is excluded in these terms and conditions, unless the loss or damage is the result of intent or gross negligence on the part of the Seller.
15.1 In these general terms and conditions, force majeure means any circumstance beyond the control of the Seller (even if it could have been foreseen when the agreement was concluded) which temporarily or permanently prevents performance of the agreement, as well as, insofar as not already covered by this definition the following situations explicitly fall under force majeure as referred to in this article: war, threat of war, civil war, strikes, lockouts, transport difficulties, raw material deficiencies, fire and other serious disruptions in the business of the Seller or its suppliers.
15.2 If the Seller is unable to fulfil or properly fulfil its obligations as a result of force majeure – as described in paragraph 1 of this article – its obligations shall be suspended until such time as the Seller is able to perform the agreement again in the agreed manner.
15.3 If the Seller has already partially fulfilled its obligations when the force majeure arises or can only partially fulfil its obligations, the Seller is entitled to invoice the already delivered or the deliverable part separately. The Customer shall be obliged to settle this invoice as if it related to a separate agreement.
15.4 If a delay occurs due to force majeure on the part of the Seller, the term of delivery shall be extended insofar as required. In that case the term of delivery shall be extended by at least three (3) months without the Seller or Customer being entitled to fully or partially terminate the agreement and without the Seller being liable to pay the Customer any compensation.
16.1 The Seller has the right to make one sided amendments to these terms and conditions. Amendments shall take effect on the date specified for them to take effect. The Seller shall provide the Customer with a copy of the amended terms and conditions.
17.1 These terms and conditions and all agreements to which these terms and conditions are fully or partially applicable, or further agreements ensuing from such agreements, shall be governed by Dutch law.
17.2 These terms and conditions are drawn up in the Dutch language. If these terms and conditions are translated in another language the Dutch version shall always prevail and terms used must be interpreted in the context of Dutch law.
17.3 Any dispute that may arise as a result of these terms and conditions, or an agreement to which these terms and conditions are fully or partially applicable, or from further agreements ensuing from such an agreement, shall be submitted to the competent court in the district of Almelo.
Version: 1 May 2021
BRCGS is a standard for food safety. The standard describes the hygiene and food safety requirements for food processing companies that supply directly to the retail sector. You can also think of packaging materials for foodstuffs.
The FSSC 22000 Standard has been created through Stichting Certificatie Voedselveiligheid (SCV). As a food-oriented version of the ISO 22000 Standard, this certification programme has been set up as a global guideline in food safety and quality within various industries. This standard is aimed at the entire production chain and as such, it is ideally suited for international harmonisation, partly thanks to the recognition by the GFSI. In addition to its connection with ISO 22000, the FSSC 22000 has many comparisons with the HACCP criteria, making it an attractive variant with the best of both worlds from these programmes. Thanks to the internationally accepted nature of the FSSC and the chain-wide approach within this certification programme, we recognise a strong food safety management system in this standard.