1.1. These general terms and conditions apply to all sales of TG-PACKAGING BV (“TG-Packaging”), unless otherwise agreed in writing.
1.2. These general terms and conditions take precedence over any terms and conditions of the co-contractor that may be present, even if TG-Packaging has not expressly rejected the application of such terms and conditions.
1.3. 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.
1.4. The co-contractor declares, prior to concluding the contract, that he has read these general terms and conditions and that he accepts them.
1.5. If TG-Packaging does not invoke a particular 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.
2.1. The offers issued by TG-Packaging are not binding and are valid for a maximum of 2 months, unless stated otherwise.
2.2. 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.
2.3. Each contract is deemed to have been concluded, after acceptance, at the place where the registered office of TG-Packaging is established.
2.4. If the order is withdrawn by the co-contractor after it had already been confirmed by TG-Packaging or if, during its performance, the contract is unilaterally cancelled by the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 ofTG-Packaging to demand performance of the contract and/or claim damages for the harm it actually suffered.
2.5. All prices and price lists are VAT excluded. All other charges and costs shall, unless expressly stipulated otherwise, be borne by the co-contractor.
3.1. 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.
3.2. Under no circumstances do the delivery 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 ofTG-Packaging, give rise to any right to refuse or cancel the order (dissolution of 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 charged to the co-contractor on basis of post calculation.
3.3. 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 aforementioned delivery, even if the transfer of ownership occurs at a later time.
3.4. The order confirmation shall contain the agreements regarding the transport of the goods. Unless expressly provided otherwise in the order confirmation, the transport and the storage of the good sat the co-contractor’s premises until and on the FAT-date will take place for the account and at the risk of the co-contractor. The latter shall also insure the goods for the full invoice amount.
3.5. TG-Packaging assembles the goods at the co-contractor´s premises. The co-contractor shall thus assure that the area in which the goods must be assembled meets all statutory and regulatory requirements, including those on work safety.
3.6. All waiting hours, which are not caused 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 and subsistence expenses and day/night allowances).
4.1. Ownership of the goods sold byTG-Packaging shall only be transferred to the co-contractor when the full purchase price and all other amounts (costs, interests and any damages) deriving from the contract and these general terms and conditions have been paid.
4.2. If the co-contractor remains in default of payment, TG-Packaging is entitled - both vis-à-vis the co-contractor and vis-à-vis any other third party - to have its right of ownership enforced and to demand return of the goods, without first having to appear in court forth is purpose.
5.1. Unless otherwise agreed in writing, the prices are Ex Works (Verrebroek, Havinkbeekstraat 4) (Incoterms® 2020).
5.2. 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.
5.3. The invoices are payable in cash at the address of the registered office of TG-Packaging.
5.4. 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 ofTG-Packaging. Any costs associated with cheques or bills of exchange shall be borne by the co-contractor.
5.5. 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 (Belgian Official 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.
5.6. 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.
5.7. 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.
6.1. 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.
6.2. 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 or by fax.
6.3. The co-contractor undertakes to test the delivered goods (or to have them tested) within eight days after receipt to verify whether these goods are in conformity with the requirements established in the contract. Complaints about this must be communicated to TG-Packaging by registered letter within the same period, with at the same time a copy bye-mail or by fax.
6.4. 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 under this warranty.
7.1. 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.
7.2. TG-Packaging is not liable for:
7.3. In any event – and in so far as the contract does not provide for more limited liability –
7.4. The limitations of liability do not apply in case of fraud or wilful misconduct of TG Packaging or its directors.
8.1. 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 a priori with regard to the seriousness of the reasons for termination, or to immediately suspend any or all further deliveries if:
8.2. 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.
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:
10.1. The contract, including these general terms and conditions, is governed by Belgian law.
The commercial court of Ghent, division Dendermonde, has exclusive jurisdiction to settle all disputes relating to the contract, including these general terms and conditions. Nevertheless, TG-Packaging reserves the right to bring disputes before any other competent court.
