Plano Plastics | General Terms and Conditions of Sale and Delivery

Article 1 – Applicability

These general terms and conditions apply to all offers by, agreements with, deliveries by and work performed by Plano Plastics. Deviating terms, arrangements or provisions apply only if and insofar as they have been confirmed in writing by Plano Plastics.

By entering into an agreement with Plano Plastics, the other party waives any terms and conditions it may use, however named, so that only the terms and conditions used by Plano Plastics apply to all agreements. Insofar as these terms and conditions do not deviate from them, the statutory provisions apply.

Article 2 – General

1. In these general terms and conditions, "other party" means: any legal entity or natural person who has concluded or wishes to conclude an agreement with Plano Plastics and, in addition, their representative(s), authorised agent(s) and successor(s) in title.

2. Amendments to an agreement that may have adverse consequences for Plano Plastics, and cancellation of an agreement, without the consent of Plano Plastics are not binding, unless this can be demanded by law or insofar as these terms and conditions provide for it.

3. Stipulations under which Plano Plastics undertakes a delivery obligation without the other party committing to purchase the goods concerned, or under which the quantity and/or price of the goods to be delivered or purchased are subject to a reservation, are not binding.

Article 3 – Offers and quotations

1. All offers and quotations made by Plano Plastics are entirely without obligation, unless expressly stated otherwise. Colour deviations and/or interim changes cannot be ruled out.

2. Plano Plastics has the right to refuse an order without giving reasons.

Article 4 – Formation of the agreement

1. Plano Plastics is only bound by its written offers and by orders placed with Plano Plastics by the other party once Plano Plastics has confirmed acceptance in writing, or once Plano Plastics has started carrying out the order placed by the other party. An order may be placed by the other party in writing or by telephone, in which case the other party must in any event state its name, address details and the goods required.

2. Subsequent additional arrangements, amendments and/or commitments, whether made orally or in writing on behalf of Plano Plastics by staff, representatives, sales staff or other intermediaries, are not binding unless confirmed in writing by Plano Plastics.

3. If, in the opinion of Plano Plastics, the other party proves to be insufficiently creditworthy to fulfil the agreement, Plano Plastics is entitled to suspend all its contractual obligations, without prejudice to the rights to which Plano Plastics is entitled by law or under these terms and conditions.

Article 5 – Prices and rates

1. All prices quoted by Plano Plastics are without obligation and subject to price changes, unless expressly stated otherwise.

2. The prices of Plano Plastics are based on the (cost) price determining factors applicable on the day the agreement is concluded. If any increase in those (cost) price determining factors occurs before delivery or, in the case of delivery in instalments, during delivery, Plano Plastics has the right to charge the other party a proportional increase.

3. The prices stated by Plano Plastics are exclusive of VAT, any import duties, other taxes, levies and duties, unless expressly stated otherwise. Plano Plastics is entitled to pass on any change in these rates to the other party.

Article 6 – Delivery

1. Delivery takes place ex warehouse of Plano Plastics, unless expressly agreed otherwise in writing. The costs associated with a delivery are charged to the other party.

2. Delivery is deemed to have taken place at the moment the goods to be delivered leave the warehouse of Plano Plastics. From the moment of delivery, the goods are at the expense and risk of the other party.

3. Delivery periods are approximate, unless expressly agreed otherwise in writing. Exceeding the delivery period can never, not even after notice of default, give rise to a claim for compensation or to dissolution of the agreement, the latter except in the event of gross negligence or fault, or if the parties, in view of the length of the delay, decide by mutual agreement to dissolve the agreement.

Article 7 – Force majeure

1. In the event of force majeure, whether permanent or temporary, Plano Plastics is entitled to dissolve the agreement in whole or in part or to suspend it temporarily, without the other party and/or third parties being able to claim performance and/or compensation. Force majeure includes, but is not limited to: strikes, boycotts, operational disruptions, disruptions in traffic or transport, shortages of raw materials, fire, machine breakdown and all other circumstances as a result of which full or partial performance of the agreement cannot reasonably and fairly be required of Plano Plastics.

2. In the event of a non-attributable failure by the other party to perform the agreement, Plano Plastics is entitled to dissolve the agreement in whole or in part.

3. If delivery is delayed by more than two months due to force majeure, the other party, as well as Plano Plastics, is entitled to dissolve the agreement in writing. In that case, Plano Plastics is entitled to reimbursement of the costs it has incurred.

4. If force majeure occurs while the agreement has already been partly performed, and the remaining delivery is delayed by more than two months as a result, the other party has the right either to keep the part of the goods already delivered and pay the purchase price due for it, or to consider the agreement dissolved for the part already performed as well, subject to the obligation to return everything already delivered to Plano Plastics at the expense and risk of the other party, provided that the other party can demonstrate that the part of the goods already delivered can no longer be used effectively by the other party because the remaining goods have not been delivered.

Article 8 – Liability

1. Plano Plastics is not liable for any damage incurred by the other party or by third parties as a result of services provided or products supplied by Plano Plastics, unless the applicable regulations and/or these terms and conditions expressly provide otherwise.

2. Plano Plastics is never liable for damage caused by services provided or products supplied by third parties on behalf of Plano Plastics for the benefit of the other party, in particular in the case of work carried out for third parties on behalf of Plano Plastics.

Article 9 – Complaints

1. Complaints are understood to mean all grievances of the other party regarding the delivery made.

2. The other party is obliged to inspect the delivered goods for shortages and/or damage immediately upon delivery.

3. Complaints can only be asserted if they have been submitted in writing and the letter concerned, which must contain a description of the complaints, is in the possession of Plano Plastics within six days of delivery or of the discovery of any hidden defect, without prejudice to the provisions of the previous paragraphs. The goods to which the complaint relates must be kept available for Plano Plastics by the other party. Except with the written consent of Plano Plastics, the other party is not permitted to return the goods to which the complaint relates to Plano Plastics.

4. In the event of a justified complaint, Plano Plastics is only obliged to replace or repair the goods as soon as possible, without Plano Plastics being liable for any damage suffered by the other party or third parties.

5. Submitting a complaint does not suspend the other party's payment obligation with regard to the goods in dispute.

Article 10 – Warranty

1. Plano Plastics guarantees the soundness and quality of the goods it supplies and/or the services it provides, subject to the provisions set out elsewhere in these terms and conditions.

2. Plano Plastics provides a warranty only on the materials it has supplied and processed, for a period of one year from the invoice date. A warranty on the materials and goods supplied by Plano Plastics is only given if and insofar as the manufacturer/supplier of the materials and goods provides this warranty.

3. Warranty claims only cover the replacement or repair of the materials concerned.

4. Warranty claims are not recognised if the materials are used for purposes other than normal purposes or are handled, used or maintained improperly.

5. If the repair or replacement of the materials is carried out by the other party itself, the aforementioned warranty lapses in any event.

6. If the other party fails to fulfil its obligations, Plano Plastics is consequently also released from its (warranty) obligations.

Article 11 – Payment

1. All payments must be transferred or deposited within 30 days of the invoice date into a bank or giro account designated by Plano Plastics, unless otherwise stated in specific payment terms.

2. In the case of payment by giro or bank, the date of payment is the day on which the giro or bank account of Plano Plastics is credited.

3. In the case of partial delivery, the other party is obliged to pay the related invoice as if it were a separate transaction.

4. Plano Plastics is not obliged to notify the other party in advance of the expiry of a payment term or to send it account statements and the like, unless expressly agreed otherwise.

5. Every payment by the other party is deemed to settle the oldest outstanding claim, even if this claim consists of interest due or collection costs.

6. The other party never has the right to suspend payment. After the payment term has expired, the other party is in default without any notice of default being required.

7. From the day following the day on which the payment term expired, the other party owes Plano Plastics interest of 1.5% per month on the amount due for late payment.

8. In the event of non-payment or late payment, all judicial, procedural and enforcement costs as well as extrajudicial collection costs are borne by the other party. The extrajudicial costs amount to at least 15% of the invoice amount, with a minimum of €125.

9. Plano Plastics always has the right, both before and after the agreement has been concluded, to demand security for payment, with Plano Plastics suspending performance of the agreement until the security has been provided: all of this without prejudice to the right of Plano Plastics to performance, compensation and/or full or partial cancellation of the agreement, all without any judicial intervention and without Plano Plastics being liable for any compensation as a result.

Article 12 – Retention of title

1. All delivered goods remain the property of Plano Plastics until they have been paid for in full. The other party is entitled to resell and/or process the goods in the normal way, but as long as payment has not been made in full, the other party is not entitled to pledge the goods to third parties or to use them as security for third parties in the broadest sense of the word. The other party is obliged to show the goods to Plano Plastics at its first request and, in the event of late payment and in the cases referred to in Article 14 of these terms and conditions, to return them to Plano Plastics if so requested.

2. The other party undertakes to insure the goods delivered under retention of title, and to keep them insured, against fire, explosion and water damage and against theft, and to make the policy of this insurance available to Plano Plastics for inspection; to pledge all claims of the other party against insurers with regard to the goods delivered under retention of title to Plano Plastics at its first request, as referred to in the Dutch Civil Code; and to mark the goods delivered under retention of title as the property of Plano Plastics.

Article 13 – Intellectual property rights

1. Drawings, diagrams, texts, sketches, calculations, designs, specifications and the like provided by Plano Plastics to the other party may not be reproduced, made available to third parties or sold by the other party, except with the express written consent of Plano Plastics. Plano Plastics expressly retains ownership of the items referred to in this article.

2. In the event of a breach of the provision referred to in paragraph 1 of this article, the other party forfeits an immediately payable penalty of €2,500, which is not subject to judicial mitigation, without prejudice to the right of Plano Plastics to recover the damage it has suffered and the costs it has incurred from the other party instead.

3. By placing an order for the duplication or reproduction of objects protected by the Dutch Copyright Act or any other property right, the customer declares that no infringement of the copyright of third parties is being committed and indemnifies Plano Plastics, in and out of court, against all consequences, financial and otherwise, arising from the duplication or reproduction. Also in the event that financial obligations towards the author or their successors in title arise from the duplication or reproduction, these are borne by the customer.

Article 14 – Dissolution

Without prejudice to the other rights to which Plano Plastics is entitled and to the provisions set out elsewhere in these terms and conditions, Plano Plastics may consider an agreement dissolved, without judicial intervention and without any notice of default being required, if the other party is in default or fails to fulfil its payment obligations, applies for a suspension of payments, is declared bankrupt or a bankruptcy petition is filed, loses the free disposal of all or part of its assets and/or income, if any part of its property and/or assets is attached, or if the other party sells or liquidates its business. In that case, Plano Plastics is entitled to collect (or have collected) the goods already delivered but not paid for from the other party or from third parties holding these goods on behalf of the other party. The other party is obliged to cooperate fully with this, on pain of an immediately payable penalty of 10% per day of everything it owes to Plano Plastics, without prejudice to the right of Plano Plastics to claim full compensation.

Article 15 – Disputes

1. Dutch law applies exclusively to all agreements concluded by Plano Plastics.

2. If the other party is established in Europe, any dispute concerning the formation, interpretation or performance of the agreement, as well as any other dispute related to or arising from this agreement, will be settled in the first instance by the competent court of the district of 's-Hertogenbosch.

Article 16 – Conversion

If one or more provisions of these general terms and conditions are void, a valid provision that corresponds as closely as possible to the purpose of the void provision(s) automatically takes its place. The other provisions of the general terms and conditions then remain valid as far as possible. The most recently published version of the general terms and conditions always applies.

Article 17 – Validity of the general terms and conditions

The general terms and conditions are published on the website of Plano Plastics. Plano Plastics is authorised to amend the general terms and conditions. Amended general terms and conditions apply to the other party from 30 days after it has been informed of them electronically or otherwise, unless the other party indicates in writing within that period that it objects to the amendment. In that case, the unamended general terms and conditions continue to apply between the parties until the agreement has ended.