Conditions d'utilisation

1. Scope of application and general provisions

1. These general terms and conditions apply to all sales by TG-PACKAGING BV (“TG-Packaging”), as well as to all related services, including, but not limited to, deliveries, installation, assembly, commissioning, and technical support, unless otherwise agreed in writing.
2. These general terms and conditions take precedence over any terms and conditions of the co-contractor that may bepresent, even if TG-Packaging has not expressly rejected the application ofsuch terms and conditions.
3. If one of the clauses of these general terms and conditions should prove to be invalid, this shall have absolutely no impact on the legal validity of the other clauses. The invalid provision shall be replaced by a valid provision that most closely approximates the original intent.
4. The co-contractor declares, prior to concluding the contract, that he has read these general terms and conditions and that he accepts them.
5. If TG-Packaging does not invoke aparticular provision of these general terms and conditions, even though the conditions for doing so are fulfilled, this does not entail any waiver of the rights that TG-Packaging can have enforced.

2. Conclusion of the contract

1. The offers issued by TG-Packaging are not binding and are valid for a maximum of 2 months, unless stated otherwise or withdrawn earlier due to market conditions.
2. A contract only comes into existence after the order that was placed by the co-contractor is expressly confirmed by TG-Packaging through the sending of an order confirmation.
3. Each contract is deemed to have been concluded, after acceptance, at the place where the registered office ofTG-Packaging is established.
4. If the order is withdrawn by the co-contractor after it had already been confirmed by TG-Packaging or if, during its performance, the contract is unilaterally cancelled by the co-contractor,the co-contractor shall in any case owe liquidated damages of 10% of the agreed total price with a minimum of 500.00 euros, without prejudice to the right of TG-Packaging to demand performance of the contract and/or claim damages for theharm it actually suffered.
5. All prices and price lists are VAT excluded. All other charges and costs shall, unless expressly stipulated otherwise, be borne by the co-contractor.

3. Delivery – Transport – Assembly

1. The delivery date and the FAT-date(together the “delivery periods”) as specified in the offer and/or order confirmation are purely indicative and under no circumstances binding. The delivery periods only start after the moment that the order confirmation is sent and - as applicable - after receipt of the agreed advance.
2. Under no circumstances do thedelivery periods constitute an essential part of the concluded contract. Expiry of the proposed delivery period does not under any circumstances, unless the delay is attributable to bad faith or gross negligence on the part of TG-Packaging, give rise to any right to refuse or cancel the order (dissolutionof the contract), nor to damages. If the planned delivery is postponed at the request of the co-contractor, the goods shall be temporarily stored for the account and at the risk of the co-contractor. The storage costs will be chargedto the co-contractor on basis of post calculation.    
3. Delivery will occur Ex Works(Verrebroek, Havinkbeekstraat 4) (Incoterms® 2020), unless expressly provided otherwise. The risks of loss or destruction of the goods sold by TG-Packaging transfer to the co-contractor at the time of the afore mentioned delivery, even if the transfer of ownership occurs at a later time.
4. The order confirmation will include the agreements regarding the transport of the goods. Unless otherwise specified in the order confirmation, the transport and storage of the goods at the co-contractor’s premises until and on the FAT-date will be at the co-contractor's expense and risk. The co-contractor must also insure the goods for the full invoice amount.
5. TG-Packaging assembles the goods at the co-contractor's premises. The co-contractor must ensure that the area where the goods are to be assembled complies with all statutory and regulatory requirements, including those related to work safety.
6. All waiting hours, which are notcaused by TG-Packaging, will be charged to the co-contractor together with all(in)direct related costs (such as, but not limited to travel hours/travel andsubsistence expenses and day/night allowances).

4. Transfer of ownership

1. Ownership of the goods sold byTG-Packaging shall only be transferred to the co-contractor when the fullpurchase price and all other amounts (costs, interests and any damages)deriving from the contract and these general terms and conditions have been paid.
2. If the co-contractor remains indefault of payment, TG-Packaging is entitled - both vis-à-vis the co-contractorand vis-à-vis any other third party - to have its right of ownership enforcedand to demand return of the goods, without first having to appear in court forthis purpose.

5. Price and payment

1. Unless otherwise agreed in writing,the prices are Ex Works (Verrebroek, Havinkbeekstraat 4) (Incoterms® 2020).
2. All taxes, fees and/or levies, of any kind whatsoever, that relate to the delivered goods or their transport,including new taxes, fees and levies that may be introduced after the conclusion of the contract, shall be borne in full by the co-contractor.
3. The invoices are payable in cash at the address of the registered office of TG-Packaging.
4. The invoices must be paid at the latest on the due date that is stated on the invoice. By “payment” is understood in the case of a payment by, for example, bank transfer or via a cheque or a bill of exchange, the irrevocable crediting of the bank account of TG-Packaging. Any costs associated with cheques or bills of exchange shall be borne by the co-contractor.
5. In the event of a delay in payment, interest shall be owed ipso jure and without notice of default, counting from the due date, equal to the legal interest rate for business transactions in accordance with article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions (BelgianOfficial Journal of 7 August 2002). In addition, contractual damages shall be owed, ipso jure and without notice of default, equal to 10% of the invoice amount, with a minimum of 500.00 euros.
6. The non-payment of an invoice on the due date shall entail that, without prior formal notice of default, (i) all(non)-expired invoices of the same co-contractor or the companies associated with him within the meaning of the Belgian Companies and Associations Code, shall immediately become fully exigible and (ii) all still-unperformed deliveries shall be suspended until such time as all invoices, including the non-expired ones, have been paid.
7. The co-contractor expressly waives his right to postpone, suspend or offset the payment of all amounts that he is owed under the contract and/or the general terms and conditions due to alleged breach of contract on the part of TG-Packaging, including – but not exclusively– non-conformity and/or hidden defects. The co-contractor expressly acknowledges application of the “first pay, then talk” rule.
8. Price adjustments – Marketvolatility
   
   • Due to ongoing volatility in global markets, TG-Packaging is confronted with continuous and unpredictable price developments for materials and components, including but not limited to steel, conveyor elements, electrical and electronic products, cables, motors, and control systems. Suppliers of TG-Packaging may issue revised pricing, often in combination with extended or indefinite delivery times. Accordingly, all quotations are made without obligation and are subject to change. Prices stated in any quotation or order confirmation are based on the cost levels applicableat the time of issuance.
   • TG-Packaging expressly reserves the right, even after order confirmation, to adjust the agreed prices in the event of cost increases resulting from its suppliers or other external factors beyond its reasonable control. Such adjustments shall reflect the actual cost increase incurred. In the event of a significant price increase, the co-contractor shall be informed accordingly.

6. Conformity and acceptance – warranty

1. The specifications that the goods must satisfy shall be agreed to at the latest in the contract. TG-Packaging shall proceed here on the basis of the information that is furnished by the co-contractor.
2. Commissioning of the goods by the co-contractor signifies acceptance of the goods. This acceptance must be included in a written document, signed by TG-Packaging and the co-contractor. All complaints regarding shortages in number or visible defects must be communicated to TG-Packaging by the co-contractor immediately, and at the latest within 24 hours after acceptance of the goods by registered letter, with at the same time a copy by e-mail.
3. The co-contractor undertakes to test the delivered goods (or to have them tested) within eight days afterreceipt to verify whether these goods are in conformity with the requirements established in the contract. Complaints about this must be communicated toTG-Packaging by registered letter within the same period, with at the same time a copy by e-mail.
4. TG-Packaging guarantees a proper technical functioning of the installation and of all parts that are delivered and assembled by it during the period included in the order confirmation(“Warranty Period”). During this Warranty Period, TG-Packaging assumes the costs of repair (working hours) and/or replacement of (a part of) the purchased goods. In case of replacement of a part, a warranty will be given that is equal to the remaining duration of the Warranty Period. Any kilometre allowance/travel expense compensation that should be owed to TG-Packaging, and parts that were not installed or replaced by TG-Packaging, do not fall underthis warranty.

7. Liability

1. If TG-Packaging is liable for loss or damage – other than death or personal injury – that derives from or is connected with the contract, it shall have the choice either to pay damages or to replace the defective goods.
2. TG-Packaging is not liable for:
   
   • errors or defects of parts that were not delivered and/or assembled by TG-Packaging;
   • errors or defects arising in whole or part from the normal wear and tear of whatever part or from the damage or an accident caused by the co-contractor or a third party;
   • any divergent or unusual use of the goods or any use whatsoever that is not in accordance with the indicated purpose of the goods, common practice or the instructions and recommendations of TG-Packaging.
3. In any event – and in so far as the contract does not provide for more limited liability –
   
   1. the liability of TG-Packaging in all circumstances is limited to the price of the goods as specified in the contract, i.e. without assembly, and
   2. TG-Packaging can never be held liable for any other damages that the cost of the spare-parts and the labour cost and, if any, the travel costs for the repair. TG Packaging can not be held liable for among others consequential damages, including – but not limited hereto – loss of use, loss of products, loss of revenue or profits, loss of goodwill, the costs to prevent or mitigate damages or any other kind of damages having the same or similar nature as the damages listed in this clause.
4. The limitations of liability do not apply in case of fraud or wilful misconduct of TG-Packaging or its directors.
5. The counterparty acknowledges and accepts that TG-Packaging may rely on employees, directors, agents, subcontractors, and other auxiliary persons (hereinafter collectively the “Performance Agents”) for the execution of the agreement. The counterparty acknowledges and accepts that, to the extent permitted by law, it shall not bring any extra-contractual claims against TG-Packaging's Performance Agents in connection with the execution of the agreement, other than within the limits and under the conditions as set out in this agreement and these general terms and conditions. This provision is intended to create a third-party stipulation (Dutch: derdenbeding) for the benefit of the Performance Agents.
6. If a Performance Agent is held liable by the counterparty in connection with the execution of the agreement, it is expressly agreed that:
   
   • the Performance Agent may invoke all defenses, liability limitations, and exclusions of liability provided for in these general terms and conditions and/or the agreement in favor of TG-Packaging;
   • the total cumulative liability of TG-Packaging and its Performance Agents together shall in no event exceed the maximum liability of TG-Packaging as determined in article 7.3;
   • these limitations shall not apply in the event of fraud or intentional fault on the part of the relevant Performance Agent.

8. Non-performance by the co-contractor

1. Without prejudice to other rights and available legal remedies, TG-Packaging is entitled to terminate the contract without advance notice or formal notice of default and without judicial review apriori with regard to the seriousness of the reasons for termination, or to immediately suspend any or all further deliveries if:
   
   • any sumas a result of any contract between the parties is owed and payable and remains unpaid after the indicated payment period; or
   • the co-contractor remains in default to receive any goods whatsoever in accordance with any contract between the parties; or
   • the co-contractor becomes insolvent, finds itself in a state of liquidation, a provisional administrator has been appointed for the co-contractor, the co-contractor suspends the payment of his debts in whole or part, enters into a settlement with creditors, is the objectof a declaration of bankruptcy or any other similar procedure, or in the event that a similar procedure takes place in accordance with the law that applies to the co-contractor.
2. In any of the cases mentioned in article 8.1, TG-Packaging has the right to demand advance payment and to demand the security that it deems necessary in order to resume the delivery under this or any other contract with the co-contractor.

9. Force majeure / Unforeseeability

1. TG-Packaging shall not be liable for any delay whatsoever in the performance of its obligations or for the non-performance thereof, if this delay in performance or non-performance is wholly or partially the result of:
   
   • shortages or interruptions of the supply of materials or of natural resources;
   • shortage of means of transport;
   • non-performance on the part of TG-Packaging’s supplier of its obligations, assumed vis-à-vis TG-Packaging as a result of TG-Packaging’s contract with the co-contractor, if TG-Packaging proves that it does not itself have the goods to be supplied instock;
   • floods, fire, act of God, war, rebellion, civil revolution, strikes, lock-outs,industrial unrest, stormy weather, actions of civil or military governments,pandemics;
   • circumstances beyond the reasonable control of TG-Packaging.
2. Fulfilment of any contract by TG-Packaging remains subject to the proviso that no obstacles arise due to applicable national and/or international export control laws and regulations. TG-Packaging shall not be liable for any delay or non-performance resulting from such restrictions.

10. Intellectual Property Rights

1. All intellectual property rights and all technical, commercial, and organizational know-how relating to the goods, software, documentation, designs, diagrams, and configurations supplied by TG-Packaging shall at all times remain the exclusive property of TG-Packaging. The contracting party acquires only a limited right of use necessary for the normal use of the supplied goods.
2. The contracting party is prohibited from copying, reproducing, disassembling, analyzing, or reverse engineering the goods, parts, software, or documentation supplied by TG-Packaging, in whole or in part, nor from disclosing this information to third parties without the prior written consent of TG-Packaging.

11. Applicable law and competent court

1. The contract, including these general terms and conditions, is governed by Belgian law.
2. The commercial court of Ghent, division Dendermonde, has exclusive jurisdiction to settle all disputesrelating to the contract, including these general terms and conditions. Nevertheless, TG-Packaging reserves the right to bring disputes before any other competent court.