GENERAL TERMS AND CONDITIONS OF SALE
RVC Industriële Verpakkingen BV, Spoelerstraat 28, NL-7461 TW Rijssen
Our offers, deliveries and other services are solely based on the following conditions are accepted on
placing the order or acceptance of delivery. They will also apply to all future business relations, even if
they have not been expressly agreed upon again.
Our terms and conditions of business apply exclusively; contrary or different conditions derived from
the customer do not apply, unless we explicitly agreed upon their validity in written form.
2. Formation of Contract
Offers are subject of alteration. Drawings, illustrations, weights, quantities and other measures attached
to the offer or included in the offer, are only estimates.
Contracts between the buyer and us as seller are only brought about through our written confirmation
of order. Written confirmation from us of the order is definitive for the content of the contract.
Changes and additions to the contract require our written confirmation to be valid.
All tender documents (including the calculation and cost estimates) entrusted to the buyer remain our
property. They shall not be copied or passed on or made accessible to third parties without our consent.
The given delivery dates shall always be regarded as approximate. An agreed upon delivery date stars
with the receipt of the confirmation of the order at the buyer, but not before the permissions, approvals,
information as well as the receipt of the agreed upon deposit to be obtained, have been produced by
the buyer as per agreement to execute the order.
The delivery date is considered in effect when the buyer is notified of the readiness to forward, or delivery
takes place by the end of the agreed upon delivery date.
Delays in delivery due to force majeure, strike, non foreseeable breakdown, delays in supplies due to
in-suppliers transport bottlenecks, shortage of raw material, official measures and other circumstances
which are not our responsibility, justify reasonable changes of the delivery dates and delivery times. In
the case of any delay in delivery, the buyer is entitled to refuse the acceptance of delayed deliveries ,
after the lapse of a written granted reasonable extension by the buyer of at least two weeks. Beyond
that, the buyer has no claims against us in the mentioned cases.
The approximate claims to which the buyer is entitled, in the case of delay of performance or the impossibility
of delivery, are limited in so far as only compensation for the foreseeable damage can be
demanded. The forgoing limitation on liability does not apply if the reason for the delay of the performance
and/or the impossibility of service is based on intention or gross negligence of one of our legal
representatives or of one of our vicarious agents.
4. Dispatch and Passing of Risks
All deliveries, unless explicitly agreed upon differently in the confirmation of the order, are at the risk of
The passing of risks on the goods to the buyer takes place with the handing over of the delivery in the
plant of the seller to the forwarding agent, carrier or other instructed with the execution of dispatch.
We can chose means of packaging and transport as well as the type of dispatch to the exclusion of
any liability as long as there is no stipulation from the buyer in due time before the expiry of the delivery
date. Insurances of all types, for dispatch, packaging, storage etc. are only taken out on the exclusive
wish of the buyer and at his own expense.
5. Terms of Payment
All prices shown in our offers and letters of confirmation are net prices plus the corresponding valid
legal sales tax which might apply under Dutch law. Costs for packaging, insurance, freight and other
additional costs which occur when importing or exporting goods, such as export bonus, export taxes,
customs duty and other expenses or surcharges shall be born by the buyer.
The invoiced amount shall be paid within 30 days from the date of invoice without discount, unless a
different agreement was reached in writing.
Bills of exchange are only accepted on the grounds of special agreements. The acceptance of checks
and bills of exchange is only valid after cashing of check or payment of bill, unless it has been agreed
upon differently in writing.
The customer is in default if he does not settle the invoiced amount without deduction within the time
stipulated. The crediting of the invoiced amount to our accounts is decisive. Upon default we are entitled
to charge an interest of 8% of the corresponding valid basic rate of interest. We reserve the right
to claim higher provable interest damage. Furthermore, the costs connected to the collection of demands
out of court and/or in court shall be paid by the buyer in the case of delay in payment.
In case a buyer delays in the settlement of an invoice, all our outstanding demands inclusive of possible
demands form bills of exchanges are immediately due, regardless of the stipulated date of payment.
We are furthermore entitled to refuse all outstanding services, withdraw from the contract or
demand prepayment and/or the provision of security until all outstanding bills have been settled.
The same is the case if we are aware of circumstances which are appropriate to question the creditworthiness
of the buyer as e.g., in the case of non-payment of bills of exchange and checks of other
delay in payment.
The buyer can only enforce a lien if it is based on the same contractual relationship. He is only entitled
to a set-off if the counter demand is recognized by us or if it has been established non-appealable.
6. Reservation of Title
The objects delivered by us remain our property over the buyer until the complete payment of all demands
also demands arising in future. The buyer may sell the conditional commodities in proper
course of business against instant payment or under reservation of title. He is not entitled to other
dispositions, especially regarding the transfer by way of security and to pledge.
In the case of processing, connecting, mixing or amalgamating conditional commodities with other
goods that are not ours, we are entitled to the resulting co-owner’s share of the new good from that in
relation to the value of the conditional commodity to the other processed good at the time of processing,
connection, mixing or amalgamating. The buyer already transfers his demands from the sale of
the conditional commodity (sales price plus sales tax) including the corresponding demands from bills
of exchange with all ancillary rights to us now. We hereby already accept this transfer now. Names
and addresses of buyers as well as the amount of the corresponding claims against a buyer shall be
given to us after the first request. In the event that the conditional commodity being sold for one total
price together with other objects that are not ours , the transfer shall only take place for the amount of
which the buyer was charged for the for us sold goods including sales tax.
The buyer shall always unsure the conditional commodity against the usual risks and shall prove this
upon request. The buyer hereby transfers his possible insurance claims to us, we accept this transfer.
The buyer is entitled to collect the claims transferred to us until revoked. The transfer or pledge of
these claims is only permissible with our written approval.
If a buyer delays in payment or if he does not comply with his duties under reservation of ownership,
we can set a reasonable date for performance and/or later fulfillment. We are entitled to withdraw from
the contract and taken back the delivered goods after the unsuccessful expiry of this lime limit. To do
this, the buyer has to send a precise list of the conditional commodities in his possession, separate
these goods and return them to us. After a warning with a reasonable time limit, the goods can be
privately sold for the best possible price with crediting of the price invoiced to the buyer. In this vase he
furthermore has to notify the debtors of the transferred demands of the transfer to us in writing if so
requested by us, give us the necessary information for the enforcement of our rights, present documents
and send them to us, as well as hand over bills of exchange.
The buyer has to inform us immediately of the access of third parties to conditional commodities or
demands transferred to us e.g., through seizures of property and to avert them by suitable means.
We commit ourselves to release our due securities on request of the customer in so far as the realizable
value of our securities exceed the demands to be secured by more than 20%; the selection of the
securities to be released is incumbent on us.
7. Notice of Defects and Warranty
After receipt the buyer shall check the good thoroughly on completeness and faultless condition, all
noticeable defects detected as part of this inspection including delivery of wrong goods or reduced
quantities shall be instantly reported in writing, but at the latest within 7 days after the arrival of the
goods. Defects which cannot be detected instantly shall be immediately reported in writing, but at the
latest 3 days after their discovery.
We owe later fulfillment for faulty deliveries and we will decide whether the later fulfillment will be satisfied
by repair of defects or new delivery. The buyer is obliged to accept the later fulfillment. If the later
fulfillment failed or is not tolerable, the buyer is entitled to withdraw from the contract or to ask for a
reasonable reduction of the sales price, depending on his choice. The later fulfillment is considered a
failure after the second unsuccessful try for later fulfillment. The later fulfillment is unreasonable for us
especially if it is only possible with excessive costs.
Warranty claims are excluded if the buyer has sold the goods or processed them after he has detected
the defect or if he should have detected it, unless the sale or processing was necessary to prevent
The seller has the right to carry out access or short deliveries in amount up to 10%, without it presenting
a defect as defined in the present delivery terms. The seller reserves deviation in accordance with
the stipulation regarding testing and valuation set by the General Association of Plastic Processing
All contractual claims against us become statue-barred one year after the delivery of the good, as long
as no other arrangement were entered. The limitation period of one year does not apply to damages
which are based on injury of life, body or health due to neglect or gross breach of duty by a legal representative
or a vicarious agent. In the case of a merely negligent failure of duty through us or one of
our organs and vicarious agents, our warranty is limited to the foreseeable, typically occurring damage.
Identification and description of our goods is carried out as customary in the trade. Processing documents,
advice and recommendations are given with our best knowledge and belief. However, we do
not assume liability for the appropriateness of the good for the buyer’s intended purpose, since the
different nature of processing and the stresses of use can not be assessed by us in detail.
All costs for drawings and printing plates are the expense of the buyer. The seller is only liable for
infringements of patents, patterns, descriptions and similar rights which results from buyer’s order in
as far as he is responsible for it.
Proofs shall be checked by the buyer for printer’s errors and other mistakes and given back to us declared
as ready for printing. Changes given by telephone require written confirmation.
Manuscripts, originals, thrust pieces, plate cylinders, printed matters etc, which are the possessions of
somebody else, will be kept at the risk of the buyer. It is the responsibility of the buyer to take out a
The compliance with and execution of the relevant regulations concerning foreign trade and other laws
of the country to which should be delivered, is part of the responsibility of the customer. The customer
shall inform us of unusual features, which result from these regulations. The customer is liable for any
damage which arises to us because of disregard of the legal regulations. Irrespective of this regulation,
the customers shall obtain the required import and export permits on his own, if necessary.
10. Place of Performance, Place of Jurisdiction and Applicable Law
Place of performance for both contract parties for delivery and payment is Rijssen. Place of jurisdiction
vis-à-vis companies for any legal disputes that may arise from the contractual relationship as well as
its existence and its effect, including actions on bills and checks shall be Rijssen. However, we are
entitled to sue the buyer also at his place of business.
The contractual relationship is subject to the Dutch law.
The application of UN Sales Convention is excluded.