General delivery conditions Orange Plastics B.V.
Conditions filed with the Chamber of Commerce in Utrecht, valid as of 19 February 2020 If in doubt the Dutch version prevails
- 1.1 In these terms and conditions, Orange Plastics B.V. is abbreviated to Orange.
- 1.2 These terms and conditions refer to the ‘client’ as the natural or legal person with whom
Orange has concluded an agreement or to which Orange has submitted an offer.
- 1.3 In these terms and conditions, ‘agreement’ refers to the contract concluded between Orange and her client
contract and/or purchase agreement.
- 2.1 These terms and conditions apply to all offers and agreements made by Orange to, or concluded with, its client.
- 2.2 The applicability of the client’s terms and conditions is expressly rejected.
- 2.3 Derogations from these terms and conditions agreed by Orange and its client
must be confirmed in writing by Orange.
- 2.4 Derogations as referred to in Article 2.3 do not allow the client to derive rights for future
- 3.1 Offers made by or because of Orange are non-binding; both in terms of the prices declared and the time of delivery.
- 3.2 An agreement is first reached after written confirmation by Orange.
- 3.3 Orange reserves the right to change data in leaflets and other information material without prior
notice; such data are not binding.
- 3.4 Orange reserves the copyright of the designs, sketches, images and
drawings, provided that they have been produced or modified by or on behalf of Orange. These documents may not be copied, shown to third parties or used in any other way without Orange’s express written consent. If no agreement is reached, the client must return all these documents to Orange within eight days of the decision that no agreement is reached.
- 4.1 All prices charged by Orange are exclusive sales tax (VAT) and are based on the cost prices at the time of offer, on the information provided at the time of the application, on ex-works delivery, on execution in normal working hours, unless otherwise stated in the tender or contract.
- 4.2 If, during the period between the conclusion of the contract and regular deliveries, the cost and/or other factors on which prices are based by any circumstances change exceed or less than 5%, the prices referred to in the agreement may be increased or reduced in accordance with the agreement. The client will have to give written agreement in advance.
- 4.3 Factors that determine the cost of the cost include the cost of raw materials, assembly and transport costs, labour costs and import duties.
- 4.4 If, during the period between the conclusion of the contract and the billing for deliveries, the exchange rate on which prices are based changes exceed or less than 5%, the prices referred to in the agreement shall be increased or reduced in accordance with billing.
- 5.1 All products travel from the time of shipment ex-factory for risk from the client, unless otherwise stated in the tender or agreement.
- 5.2 The client must properly insure himself against the risk of Article 5.1.
- 5.3 The client is required to check the delivery of the delivery for (in)completeness,
transport damage, visible defects and the like, and so on, to report this directly to Orange and also to mention it on the delivery receipt.
- 6.1 Delivery times are set by Orange, possibly in consultation with the client. The delivery period shall start where, after order confirmation, all technical details have been agreed and after all the data, drawings and other documents necessary for the performance of the work have been received by Orange and the advance payment or guarantee, if agreed, has been issued or issued.
- 6.2 A delivery period is not a fatal deadline, unless expressly agreed by the parties in writing otherwise.
- 6.3 Items to be delivered shall be as soon as they are ready for ex-works shipment and have been notified to the customer as such.
- 6.4 Orange is entitled to pay up to 5% of the total order too much or too little and to invoice this, client is required to pay this invoice.
7.1 Products supplied shall never be repossessed by Orange, except in accordance with the guarantee provisions laid down in Article 11.
- 8.1 Payments, without any discount or compensation, must be credited to a bank account to be signed by Orange within 30 days of the date of invoice, unless otherwise stated in the tender or agreement.
- 8.2 If the client has not fulfilled his payment obligation within the time limit referred to in Article 8.1, Orange is entitled to charge the client interest on the amount due. This interest rate is 8%.
- 8.3 If, after written notice, the principal has not subsequently fulfilled his obligation to pay, Orange is also entitled to charge all costs relating to the recovery, both judicial and extrajudicial. Out-of-court collection costs are 8% of the amount due with a minimum of € 250,–.
- 8.4 If no payment has been made within five days of written notice as provided for in Article 8.3, Orange may suspend the implementation of its undertaking, without prejudice to all its rights.
- 8.5 Without prejudice to these payment conditions, Orange is entitled to require advance payment or guarantee in the form it desires, both before and during the performance of an agreement. If no payment has been made within five days of written notice as provided for in Article 8.3, Orange may suspend the implementation of its undertaking.
9 Reservation of ownership
- 9.1 Orange retains ownership of all products delivered and yet to be delivered. Ownership shall first be transferred to the client after he has fully fulfilled his obligations under the contract or has provided sufficient security to that end.
- 9.2 This reservation of ownership is a guarantee for the payment of all that Orange is due under the agreement.
- 9.3 If the client constitutes a new case from matters on which orange’s reservation of ownership rests, the client is obliged to establish a silent lien on behalf of Orange on the first request, or to provide otherwise appropriate security.
- 9.4 If the client sells businesses on which an orange reservation of ownership rests to third parties, the client is obliged to establish a silent lien on behalf of Orange on the first request, or to provide otherwise appropriate security.
- 10.1 Advertisements relating to defects which can be detected immediately or shortly after delivery, must be submitted by the client, under penalty of the expiry of all rights, to Orange within eight days of delivery of the products.
- 10.2 Advertisements relating to defects which cannot be discovered earlier than a period of time should be submitted to Orange, on pain of the expiry of all rights, within eight days of the deficiencies being discovered or reasonably intended to be discovered.
- 10.3 Advertisements relating to defects/errors, which amount to less than 1% of the total order quantity, are not considered.
- 10.4 The submission of the advertisements referred to in this Article shall be made in writing under an accurate and specified indication of the nature of the complaints. The client must complete a Complete Defective Product Report and return the advertised product.
- 11.1 Orange offers a one-year warranty on all products supplied by it, unless otherwise agreed in the tender or contract confirmation. The warranty period starts on the day of delivery of the products.
- 11.2 Orange guarantees during the warranty period that the products it supplies are the same as the product approved by the client (Golden Sample) with the corresponding material specifications.
- 11.3 Repair of defects during the guarantee period does not result in an extension of the warranty period.
- 11.4 The guarantee referred to in Article 11.2 shall expire:
- 11.4.1 If no approved product has been released and provided
by the client signature (Approved Golden Sample)
- 11.4.2 If the defects have not been notified to Orange in accordance with Article 10;
- 11.4.3 Where repairs to the products have been carried out or changes to the products have been
made by third parties, without Orange giving its written consent
; heeft gegeven;
- 11.5 The guarantee is limited to the free repair of the defects detected in a manner to be
determined by Orange.
- 11.6 The products which may be replaced by this Article shall be owned by Orange.
12 Force majeure
- 12.1 During force majeure, Orange’s supply and other obligations are suspended.
- 12.2 If Orange has already partially fulfilled its obligations when the force majeure is in place or has only
in part to its obligations, Orange is entitled to invoice the part already delivered or deliverable separately and the client is required to pay this invoice in the case of a separate agreement.
- 12.3 Force majeure within the meaning of this Article shall be provided if the fulfilment of the undertaking is prevented due to circumstances not attributable to Orange. These include strikes, staff sickness, business failures, transport disruptions, government measures that make the fulfilment of the commitment more difficult, delayed or impossible, and any other failures and delays of any kind to Orange, whether those circumstances occur with Orange itself or with Orange suppliers.
- 12.4 Orange also has the right to invoke force majeure if the circumstance preventing the fulfilment of its undertaking occurs after Orange had already had to fulfil its obligations.
13.1 Orange has, in the following cases and to the extent that the following granted, the right to terminate the contract in whole or in part, with immediate effect:
- 13.1.1 If the client fails not to fulfil, in full or in good time, an obligation arising from the contract
and is not fulfilled within eight days of written notice
; alsnog nagekomen wordt;
- 13.1.2 If the client has been granted provisional or definitive suspension of payment,
or if the client has been declared bankrupt;
- 13.1.3 If the client transfers all or part of his activities to a
third party or ceases his activities.
- 13.1.1 If the client fails not to fulfil, in full or in good time, an obligation arising from the contract
13.2 In the cases described below and to the extent that the right has been granted, the principal has
to terminate all or part of the agreement with immediate effect: 13.2.1 If Orange invoke force majeure and the force majeure period lasts more than one month, or as soon as it is established that the force majeure period will last longer than two months;
- 13.3 The contract is dissolved by registered letter by the rescinding party to the other
- 13.4 Dissolution of the contract shall be without prejudice to the right of the rescinding party to claim damages.
- 13.5 If the contract concerns exclusively the provision of services by Orange to the client, the
client has the right at all times to terminate the contract, provided that the client reimburses a proportionate part of the work already performed to Orange.
- 14.1 Orange accepts liability only for damages suffered by the principal, which is the result of an attributable failure in the fulfilment of Orange’s undertaking or of tort, if and inso long as that liability is covered by its insurance, up to the amount of the benefit made by the insurance.
- 14.2 If orange’s insurer does not make a payment for any reason, or if the damage is not covered by the insurance, Orange’s liability is limited to the net invoice amount, up to a maximum of € 25,000,–
- 14.3 Orange accepts no liability for damages resulting from exceeding delivery times, unless expressly agreed by the parties otherwise in writing.
- 14.4 Orange is not liable for damages if the defect as mentioned in 14.1 is the result of a situation of force majeure.
- 15.1 All products, prototypes, specifications, data, knowledge, processes, models, sketches, photos, videos, inventions or ideas designed and developed by Orange remain the property of Orange. With regard to intellectual property rights, such as patent, copyright and design rights, in respect of matters developed and supplied by Orange, Orange will remain exclusive and fully entitled unless otherwise agreed in writing.
- 15.2 With regard to products, prototypes, specifications, data, knowledge, processes and intellectual property rights, such as patent, copyright and design rights, relating to matters developed and supplied by Client, Client remains exclusive and fully entitled unless otherwise agreed in writing.
- 16.1 All agreements to which these terms and conditions apply are governed by Dutch law.
- 16.2 Only the District Court in Amsterdam has jurisdiction to hear disputes relating to all agreements to which these terms and conditions apply.