JOKA Packaging ApS

General terms of sale and delivery for products to corporate customers

 

1.                  Application

 

1.1                     Application.  General terms of sale and delivery, hereinafter referred to as the Terms, shall apply for all agreements on JOKA Packaging ApS, CVR. no. 37258210, hereinafter referred to as the Company, sale and delivery of products and hereby related services to corporate customers.

2.                  Contractual Basis

 

2.1                     Contractual Basis. Together with the offers and order confirmations the Terms represent the complete Contractual Basis of the Company’s sale and delivery of products and related services to the customer, hereinafter referred to as the Contractual Basis. The customer’s terms and conditions of purchase, printed on orders or otherwise given to the Company, shall not form part of the Contractual Basis.

2.2                     Changes and supplements. Changes of and supplements to the Contractual Basis shall only apply if the parties have agreed thereto in writing.

3.                  Products and services

 

3.1                     Products.  Products sold and delivered to the customer by the Company are new and comply with Danish legislation upon delivery.

The Company reserves a tolerance for the film thickness of +/- 10% as to the theoretical weight and for the dimension +/- 5%. You should expect that up to 2% of the delivered bags cannot be used.

In connection with special orders the customer shall be obliged to receive the following deviations in the order size:

Below minimum = +/- 20%

Above minimum = +/- 10%

The quantity actually delivered will be charged pursuant to the unit price indicated in the offer.

The Company reserves a tolerance for the position of the print of +/- 15 mm and +/- 10% of the optical density.

The Company shall not be liable if the delivered material is used more intensively or is exposed to greater load than agreed.

The condition of the cuts is inspected visually before use. If the cuts are more than three years old, they are not considered to be suitable condition-wise or durable enough to be used. Cuts kept by the Company for more than three years are not covered by the insurance of the Company.

3.2                     Limitation of liability. Products and related services sold and delivered to the customer by the Company are meant for use in Denmark, Norway and Sweden. Irrespective of any opposing terms of the Contractual Basis, the Company shall under no circumstances by liable for any loss or damage which may be related to use for any other purpose or use outside Denmark, Norway, Sweden and Finland. The customer shall indemnify the Company for any loss in so far as the extent that the Company may incur such loss or damage.

4.                  Price and payment

 

4.1                     Price. The product prices and related services follow the current pricelist of the Company at the time when the Company confirms the order of the customer unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.

4.2                     Payment. The customer shall pay all invoices for products or related services no later than 2 weeks after receipt of the invoice unless the parties have agreed otherwise in writing.

5.                  Delayed payment

 

5.1                     Interest. In case the customer fails to pay an invoice for products or related services in time due to reasons for which the Company is not liable, the Company shall be entitled to receive an interest of 1.5% a month of the amount due from the time of maturity and untill payment is received.

5.2                     Termination. If the customer fails to pay a payable invoice for products or related services no later than 2 weeks from having received a written claim of payment from the Company, the Company shall apart from the interest pursuant to clause 5.1 be entitled to: (i) terminate the sale of the products and/or related services connected with the delay, (ii) terminate the sale of products and/or related services which have not been delivered to the customer yet or require payment in advance and/or (iii) maintain remedy for breach.

6.                  Offers, orders and order confirmations

 

6.1                     Offers. The offers of the Company shall apply for 30 days from the date of the offer unless otherwise specified in the offer. Accept of orders received by the Company after the end of the time stipulated for acceptance shall not be binding to the Company unless the customer is notified otherwise by the Company.

6.2                     Orders. The customer shall send orders for products or related services to the Company in writing. Orders must contain the following information for each ordered product or service: (i) Order number, (ii) Product code, (iii) Product description, (iv) Quantity, (v) Price, (vi) Terms of payment, (vii) Date of delivery, (viii) Delivery address, and (ix) Terms of delivery.

6.3                     Order confirmations. The Company shall strive to forward a written confirmation or rejection of an order of products or related services to the customer no later than five business days after receipt of the order. Confirmations and rejections of orders shall be in writing to be binding on the Company.

6.4                     Order changes. The customer cannot change an order placed for products or related services without the written accept of the Company.

6.5                     Inconsistent terms. If the Company’s confirmation of an order for products or related services does not correspond to the order of the customer or the Contractual Basis and the customer does not wish to accept the inconsistent terms, the customer shall inform the Company thereof no later than two working days after receipt of the order confirmation. Otherwise the customer shall be bound by the order confirmation.

7.                  Delivery

 

7.1                     Delivery terms. The Company shall deliver all products sold.

7.2                     Time of delivery. The Company shall deliver all products and related services sold at the time stated in the order confirmation of the Company. The Company shall be entitled to deliver prior to the agreed time of delivery unless otherwise agreed between the parties.

7.3                     Inspection. The customer shall inspect all products and related services upon the delivery. If the customer discovers any defects which the customer wishes to claim, the Company must immediately be notified thereof in writing. If a customer discovers or should have discovered a defect and fails to inform the Company thereof in writing immediately, the customer cannot sustain such claim at a later time.

8.                  Late delivery

 

8.1                     Information. If the Company expects late delivery of products or related services, the Company shall notify the customer thereof, state the cause of the delay and the new expected time of delivery.

8.2                     Termination. In case the Company fails to deliver products or related services no later than two weeks after the agreed time of delivery for reasons which the customer is not liable of and the delivery does not take place within a reasonable time limit of two weeks, the customer may terminate the order(s) affected by the delay without prior notice by notifying the Company in writing. The customer shall have no other rights in connection with late delivery.

9.                  Guarantee:

 

9.1                     Guarantee. The Company shall guarantee that all products and related services are free from material defects in design, material and manufacture for six months after delivery.

9.2                     Exemptions.  The guarantee of the Company shall not include defects due to: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance which are contrary to the Company’s instructions or ordinary practice, (iii) repairs or changes performed by persons other than the Company and (iv) other conditions for which the Company is not liable.

9.3                     Information. If the customer discovers any defects which the customer wishes to claim, the Company must be notified immediately in writing. If a customer discovers or should have discovered a defect and fails to inform the Company thereof in writing immediately, the customer cannot sustain such claim at a later time. The customer shall give the Company the information about a notified defect requested by the Company.

9.4                     Inspection. Within reasonable time after the Company has received information about the defect from the customer and has looked into the claim, the Company shall notify the customer whether the defect is covered by the guarantee. The customer shall upon request send defect parts to the Company. The Customer shall defray the costs and bear the risk of the parts during transportation to the Company. The Company shall defray the costs and bear the risk of the parts during transportation to the customer if the defect is covered by the guarantee.

9.5                     Remedial action. Within reasonable time after the Company has notified the customer pursuant to clause 9.4 of the fact that a defect is covered by the guarantee, the Company shall remedy such defect by: (i) replacing or repairing the defect parts or (ii) send parts to the customer with a view to the customer replacing or repairing the part.

9.6                     Termination. If the Company fails to remedy defects covered by the guarantee within reasonable time after the Company has notified the customer pursuant to clause 9.4 of causes which the customer is not liable for and the defect is not remedied within reasonable time of at least [number] days, the customer may terminate the order(s) affected by the defect in writing to the Company without notice. The customer shall have no other rights in connection with defects in products or related services other than the ones explicitly described in clause 9.

10.               Liability

 

10.1                  Liability. Each part shall be liable for their own actions and omissions pursuant to the current legislation with the limitations pertaining to the Contractual Basis.

10.2                  Product liability. The Company shall be liable for product liability as regards delivered products in so far as such responsibility is a consequence of absolute legislation. The customer shall indemnify the Company for any loss in so far as the Company may incur product liability in addition thereto.

10.3                  Limitation of liability. Irrespective of any opposing terms in the Contractual Basis, the liability of the Company to the customer exceed a total of 100% per calendar year of the sale of products and related services which the Company has invoiced the customer in the immediately preceding calendar year. Limitation of liability shall not apply if the actions of the Company are intentional or grossly negligent.

10.4                  Indirect loss. Irrespective of opposing terms in the Contractual Basis the Company shall not be liable to the customer for any indirect loss, including loss of production, sale, profit, time or goodwill, unless it is caused intentionally or grossly negligently.

10.5                  Force majeure. Irrespective of opposing terms in the Contractual Basis the Company shall not be liable to the customer for non-performance of liabilities which fall within force majeure. Exemption from liability subsists as long as force majeure subsists. Force majeure is circumstances which are considered to be out of the control of the Company and which the Company should not have predicted when the agreement was made. Examples of force majeure are unusual elements of nature, war, terror, fire, flood, vandalism and industrial disputes.

 

 

11.               Intellectual property rights

 

11.1                  Right of ownership. The full right of ownership to all intellectual property rights relating to products and related services, including patents, design, trade marks and copyright, belongs to the Company.

11.2                  Violation. If the delivered products violate the intellectual property rights of any third party, the Company shall at their own expense: (i) ensure the customer’s right to continue using the violating products or (ii) change the violating products so they no longer are violating (iii) replace the violating products with non-violating products or (iv) repurchase the violating products at the original net acquisition price less [figure]% per year since delivery. The customer shall have no other rights in contemplation of the violation of products or related services of intellectual property rights of any third party.

12.               Confidentiality

 

12.1                  Disclosure and use. The customer shall not disclose or use or enable others to use the Company’s business secrets or other information irrespective of the type of information which is not accessible to the general public.

12.2                  Protection. The customer cannot obtain information or try to obtain or get access to ??information about the Company’s confidential information as described in clause 12.1. The customer shall handle and keep the information safe to avoid that it unintendedly comes to the knowledge of other.

12.3                  Duration. Pursuant to clauses 12.1-12.2 the obligations of the customer shall apply during the business of the parties and without any time limit after the termination of the business irrespective of the reason of termination.

13.               Applicable law and venue

 

13.1                  Applicable law. The business of the parties shall in all respects be subject to Danish legislation.

 

13.2                  Venue. Any dispute which may arise in connection with the business of the parties shall be settled by a Danish court.