Terms & Conditions

General terms and conditions Nipak BV – effective since March 14, 2017

Article 1: General

  1. These general terms and conditions apply to all agreements, quotations, offers or other obligations that Nipak BV – registered with the Chamber of Commerce under number 30087366 and located at 3e Industrieweg in Lopik – (hereinafter: Nipak) enters into with a counterparty (hereinafter: Buyer), unless expressly agreed otherwise in writing.
  2. The applicability of general or purchasing conditions of the Buyer are expressly rejected by Nipak, unless Nipak has accepted these in writing and expressly.
  3. If a situation arises between Nipak and Buyer (hereinafter: "Parties") that is not (expressly) covered by these terms and conditions, or if a provision is annulled or declared null and void by a mandatory rule, this situation will be assessed in the spirit of these general terms and conditions.
  4. Buyer means: any natural or legal person and its representative(s), authorised representative(s) and legal successor(s) who places an order with Nipak or enters into an agreement with it for delivery, rental or provision of services in the broadest sense of the word.
  5. Consumer means: a Buyer who – in the opinion of Nipak – acts outside the exercise of a profession or business.

Article 2: Agreements, offers, quotations

  1. Quotations issued by Nipak are without obligation and valid for 30 days, unless otherwise stated in writing. Nipak reserves the right to revoke the offer within 2 working days after receipt of acceptance.
  2. All prices stated in quotations and offers are exclusive of VAT, unless expressly stated otherwise.
  3. An agreement is only concluded after a written order confirmation by Nipak or as soon as Nipak has actually started the execution. An invoice is considered a written order confirmation, with the understanding that a partial invoice does not constitute confirmation of the remaining part of the order.
  4. The Buyer is responsible for the accuracy of the information provided by her. Failure to receive an order confirmation (in a timely manner) does not prevent the conclusion of an agreement.
  5. Statements made by representatives or personnel of Nipak shall only be binding on Nipak if they have been expressly confirmed in writing by Nipak.
  6. Nipak is authorized to pass on price increases that occur after the issue of a quotation to the Buyer. In the event of an increase of more than 15%, the Buyer has the right to terminate the agreement, without the right to compensation.

Article 3: Delivery

  1. Unless otherwise agreed, delivery will take place at the address where the Buyer is actually established. If it has been agreed that delivery will take place according to the Incoterms, the Incoterms applicable at that time will apply. Nipak may deliver orders in parts. In that case, Nipak can invoice each part separately. The Buyer is obliged to receive the purchased items as soon as they are delivered or made available. If the Buyer refuses delivery or does not provide necessary information/instructions, the goods will be stored at the expense and risk of the Buyer. All costs resulting from this, including storage, are for the account of the Buyer.
  2. The costs for delivery and transport shall be borne by the Buyer, unless otherwise agreed in writing.
  3. Nipak is at all times entitled to demand advance payment or security before delivery (or further delivery) is made. If the Buyer fails to do so, Nipak is entitled to terminate the agreement, without prejudice to its right to compensation.
  4. The delivery times stated are indicative, unless expressly agreed otherwise. If the term is exceeded, the Buyer must give Nipak written notice of default with a reasonable recovery period of at least 14 days. Only if Nipak still does not deliver, may the Buyer terminate the agreement. Nipak is in no case liable for consequential damage or damage to third parties. The Buyer indemnifies Nipak against such claims.
  5. Nipak may engage third parties to perform its obligations, including delivery.

Article 4: Retention of title

  1. All items delivered by Nipak remain the property of Nipak until the Buyer has fully complied with all its obligations under agreements concluded with Nipak, including payment for items delivered or yet to be delivered, as well as any compensation for damages due to failure to perform.
  2. The goods delivered under retention of title may only be resold in the context of normal business operations. The buyer may not pledge the goods or encumber them in any other way.
  3. If the Buyer fails to meet its obligations or if Nipak has a well-founded fear that the Buyer will not be able to do so, Nipak is entitled to retrieve the delivered goods. The Buyer is obliged to cooperate under penalty of a fine of 10% of the outstanding amount per day, with a maximum of 150%. In the event of seizure or other claims by third parties on the goods, the Buyer must inform Nipak of this immediately.
  4. The Buyer is obliged to, at Nipak's first request:
    • to insure the goods against fire and theft damage and to submit the policy to Nipak;
    • to pledge claims on insurers to Nipak in accordance with Article 3:239 of the Dutch Civil Code;
    • to clearly mark the goods as the property of Nipak;
    • to cooperate in reasonable measures to protect Nipak's property rights, as long as these do not unreasonably hinder business operations.
    Nipak also reserves the right to suspend its obligations or terminate the agreement without judicial intervention, as well as the right to full compensation.

Article 5: Complaints, warranty and force majeure

  1. The delivered goods must be checked for visible defects immediately upon delivery. Complaints about this must be reported to Nipak in writing immediately. Other defects must be reported in writing within 8 days of delivery. After this period, all obligations of Nipak will lapse. The Buyer bears the burden of proof that the goods were defective upon delivery and that they are actually the goods delivered by Nipak. Even in the event of a timely complaint, the payment and acceptance obligation remains in force. Returns will only be accepted after written permission from Nipak.
  2. For delivered goods, only the warranty provided by the manufacturer or importer applies. The Buyer cannot claim warranty if it has not fulfilled its obligations towards Nipak.
  3. Force majeure means circumstances that prevent fulfillment of obligations and cannot be attributed to Nipak. Examples of this are strikes (also in other companies), shortages of raw materials, unforeseen stagnation at suppliers, disasters, war, terrorism and transport problems. Nipak may also invoke force majeure if this occurs after it should have fulfilled its obligations. During force majeure, Nipak's obligations are suspended.
  4. If the force majeure lasts longer than 30 days, both Nipak and the Buyer may terminate the agreement in writing without liability for damages. If Nipak has partially fulfilled its obligations, it may invoice that part separately. In that case, the Buyer is obliged to pay that invoice.
  5. Except in the case of intent or deliberate recklessness of Nipak, or if mandatory legal provisions provide otherwise, Nipak is not liable for any damage, including consequential damage, resulting from shortcomings in the performance of the agreement or unlawful act. The Buyer indemnifies Nipak against all claims for damages from third parties, including governments.
  6. If Nipak is held liable, such liability is limited to compensation for direct damage.
  7. Direct damage is understood to mean exclusively: reasonable costs for determining the cause and extent of the damage, repair costs if applicable to attributable shortcomings, and reasonable costs to prevent or limit damage. Nipak is never liable for indirect damage, including consequential damage, loss of profit, missed savings or business stagnation.
  8. Nipak's liability is limited to a maximum of the invoice amount of the relevant delivery.
  9. If it is not possible to limit the invoice amount, the maximum amount that Nipak's insurer pays out in the relevant case will apply.

Article 6: Payment and cancellation

  1. Without prejudice to the provisions of article 3.3 and unless expressly agreed otherwise in writing, payment must be made – without any right to discount or settlement – ​​within 30 days after the invoice date in the manner indicated by Nipak. After the expiry of this term, the Buyer is automatically in default, without a notice of default being required. From that moment on, the Buyer owes statutory interest on the outstanding amount. In the event of liquidation, bankruptcy or suspension of payment of the Buyer, all claims of Nipak become immediately due and payable.
  2. Payments made by the Buyer will first be allocated to the oldest outstanding invoices, regardless of which invoice is mentioned by the Buyer. In the event of payment in foreign currency, the exchange rate difference will be borne by the Buyer. Discounts will lapse if payment is not received within the set term. The Buyer is only entitled to additional discounts, bonuses, etc. if all obligations towards Nipak have been met in full and on time.
  3. If an invoice is not paid on time:
    • a. the Buyer shall owe, without further notice of default, 2% default interest per (part of a) month, calculated cumulatively on the principal sum;
    • b. if the Buyer is a Consumer, and after notice of default, extrajudicial collection costs are due in accordance with the Decree on Compensation for Extrajudicial Collection Costs, with a minimum of € 40,00;
    • c. if the Buyer acts in the exercise of a profession or business, he shall – without notice of default – owe extrajudicial collection costs of 15% of the principal sum, with a minimum of € 150,00.
  4. Without judicial intervention and without notice of default, the agreement will be terminated at the moment that the Buyer:
    • a. is declared bankrupt;
    • b. applies for (provisional) suspension of payments;
    • c. is subject to an attachment order;
    • d. is placed under guardianship or administration;
    • e. is admitted to the statutory debt settlement scheme for natural persons;
    • f. otherwise loses the power of disposal or legal capacity over (parts of) his assets.

Article 7: Right of withdrawal for consumers

  1. The provisions in this article shall only apply if the Buyer is a Consumer. In the event of any conflict, the provisions in this article shall prevail over the remainder of these General Terms and Conditions.
  2. The Consumer has the right to cancel a distance contract without giving any reason within 14 days after receiving the product.
  3. The cooling-off period commences on the day after the Consumer or a third party designated by him (not the carrier) receives the product, or:
    • a. for multiple products in one order: the day on which the last product was received;
    • b. in case of delivery in multiple shipments or parts: the day on which the last part is received;
    • c. in case of regular delivery over a certain period: the day on which the first product is received.
  4. If Nipak does not provide the legally required information about the right of withdrawal, the cooling-off period will be extended to 12 months after the end of the original cooling-off period.
  5. During the cooling-off period, the Consumer must handle the product and packaging with care. Unpacking or using may only be done to the extent necessary to assess the product as would be allowed in a physical store.
  6. The Consumer is liable for any decrease in value resulting from use that goes beyond what is permitted in paragraph 5.
  7. When exercising the right of withdrawal, the Consumer must notify Nipak of this unambiguously, preferably in writing.
  8. The Consumer shall return the product within 14 days of notification or hand it over to Nipak (or its authorized representative), unless Nipak has offered to collect the product.
  9. The product must be returned with all accessories, if possible in original condition and packaging, in accordance with Nipak's instructions.
  10. The Consumer bears the risk and burden of proof for a correct and timely return shipment.
  11. The costs of returning the product are for the account of the Consumer, unless Nipak covers this or has not reported this in advance.
  12. The right of withdrawal also automatically terminates all additional agreements.
  13. Nipak will reimburse all payments made by the Consumer, including shipping costs (in case of full return), without delay and at the latest within 14 days after the withdrawal notification. Reimbursement may wait until receipt of the returned product or until proof of shipment has been provided, whichever occurs first.
  14. Refunds will be made using the same payment method as the Consumer used for payment, unless otherwise agreed. No fees will be charged for the refund.
  15. If the Consumer has opted for a more expensive delivery method than the standard one, Nipak is not obliged to reimburse the additional costs.
  16. Exceptions to the right of withdrawal include:
    • a. products or services with price fluctuations beyond Nipak's control;
    • b. products purchased through public auctions;
    • c. fully performed services where the Consumer has previously agreed to the performance and waived his right of withdrawal;
    • d. custom-made products or products intended for one specific person;
    • e. products that spoil quickly or have a limited shelf life;
    • f. sealed products which cannot be returned for hygienic reasons if the seal is broken;
    • g. products which are irreversibly mixed with other products after delivery.

Article 8: Applicable law, choice of forum and other provisions

  1. All legal relationships in which Nipak is a party are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if a party involved in the legal relationship is domiciled there.
  2. The competent court is the court in the district where Nipak is established, unless a mandatory provision of law prescribes otherwise. Nipak reserves the right to summon the Buyer before the competent court according to the law.
  3. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
  4. Nipak may amend these terms and conditions. The amended terms and conditions will enter into force at the announced time. If no time is indicated, the amendments will enter into force as soon as the Buyer has been notified thereof.
  5. The Buyer is obliged to maintain strict confidentiality of all business information of Nipak that he learns in the context of the agreement. This confidentiality does not apply to information that is generally known.

Article 9: Complaints procedure for consumers

  1. Nipak has a clearly stated complaints procedure and handles complaints in accordance with this procedure.
  2. Complaints about the performance of the agreement must be submitted to Nipak within 7 days of discovering the defect, fully and clearly described.
  3. Complaints will be answered within 14 days of receipt. If a complaint requires more time, the consumer will receive a confirmation of receipt within this period with an indication of the time of a substantive response.
  4. If a complaint cannot be resolved by mutual agreement, a dispute arises that is subject to dispute resolution.
  5. The consumer initially turns to Nipak. In case of persistent disagreement, the consumer can turn to WebwinkelKeur (www.webwinkelkeur.nl) for free mediation. If no solution is found, the dispute can be submitted to an independent disputes committee of WebwinkelKeur. The decision is binding. The procedure may involve costs for the consumer. The complaint can also be submitted via the European ODR platform (http://ec.europa.eu/odr).
  6. A complaint does not suspend Nipak's obligations unless Nipak indicates otherwise in writing.
  7. If Nipak considers the complaint to be justified, it will replace or repair the delivered products free of charge at its own discretion.