TERMS AND CONDITIONS OF SALE AND DELIVERY
These Terms and Conditions of sale and delivery (“Terms and Conditions”) apply between a customer (“Buyer”) and Pack Tech A/S to the extent that they have not been specifically derogated from by written agreement between the parties. Thus, the price and terms in an offer from Pack Tech A/S, c.f. below, is based on the specific condition that the Terms and Conditions apply. Consequently, these Terms and Conditions shall prevail regardless of time of receipt of any other provisions or conditions, and the parties agree that in case of “battle of forms”, no “last shot rule” is valid.
If any provision or part thereof is found by a court or authority of proper jurisdiction to be inconsistent with or void under any applicable law, the validity of the remaining part of the provision and other provisions shall not be affected. In such case, the parties shall interpret and/or replace the ineffective provision or part thereof with a legally binding provision and/or interpretation of fundamentally the same content and effect.
Offer and Conclusion of Order
Upon initial correspondence between the parties, a type sample along with technical specifications is sent to the Buyer for testing. Without delay, the Buyer is ob- ligated to test and ensure that the type sample is as requested in terms of compatibility with the Buyer’s products, etc. Upon affirmative reply from the Buyer, an order confirmation based on the type sample is sent by Pack Tech A/S which is to be considered an offer to be accepted by signature from the Buyer. If such ac- ceptance has not been received by Pack Tech A/S with- in 7 days, Pack Tech A/S is entitled to deem the offer null and void. When signature/acceptance has been re- ceived by Pack Tech A/S, the type sample as well as the offer are to be considered approved by the Buyer and the parties have hereby entered into a legally binding agreement (“the Order”). In situations where no type sample has been sent to the Buyer and the order con- firmation is based on correspondence without a type sample, the same process, i.e. (i) order confirmation, (ii) offer, (iii) acceptance and (iv) Order, applies.
If the order confirmation differs from what the parties have agreed by any addition, reduction or qualification and the Buyer is not inclined to accept such changes, the Buyer shall immediately upon receiving the order confirmation inform Pack Tech A/S of such non- ac- ceptance. Otherwise, only Pack Tech A/S’s order confirmation is legally binding.
The Buyer cannot assign the rights and obligations of the Order to a third party without the prior written consent of Pack Tech A/S.
Price and Payment
All prices are exclusive of the VAT rate applicable from time to time. The payment terms are net cash 14 days from the date of invoice. Interest will accrue as of the due date at Pack Tech A/S’s rate at any time, currently 2% per month or fraction of a month. With regards to successive deliveries, Pack Tech A/S is entitled to in- voice each instalment.
The Buyer is not entitled to set-off or withhold any pay- ments due to Pack Tech A/S.
At the request of Pack Tech, A/S, the Buyer shall at any time provide an adequate bank guarantee as security for payment.
The prices quoted by Pack Tech A/S are based on the current costs of goods and materials as per the date of the offer. Thus, Pack Tech A/S is entitled to adjust prices quoted in offers made and in confirmed non-delivered orders in the event of price increases from sub-sup- pliers, freight and/or materials in the period between offer and delivery of more than 5 %. Furthermore, in the same period, Pack Tech A/S is entitled to adjust the prices percentagewise and proportionally in the event of any change in the exchange rates and customs tariff rates for imported goods and materials in Pack Tech A/S’s disfavor as per the date of the offer.
Delivery
Delivery is ex warehouse Pack Tech A/S unless other- wise agreed.
Delivery is effective at the time agreed with the Buyer. If no delivery time has been fixed, delivery is effective as soon as possible. Delay of less than 15 days does not constitute a breach of contract. The delivery times indicated are subject to the timely receipt of materials from Pack Tech A/S’s sub-suppliers. Delay due to such delay in materials from sub-suppliers does not consti- tute a breach of contract.
In the event that timely delivery is prevented by fac- tors beyond Pack Tech A/S’s control (Force Majeure), including, but not limited to, sub-suppliers, delays in transportation, strike, lockout, fire, explosion, epidemic, war, terrorism, seizure, or exchange control regulation as a result of one or more of the above factors, Pack Tech A/S may, without incurring any liability, cancel the Order by informing the Buyer of such cancellation in writing without undue delay.
If Pack Tech A/S decides not to cancel the Order on the grounds of Force Majeure, Pack Tech A/S is with- out undue delay obligated to inform the Buyer of the resulting extension of the delivery time. If the delivery time is extended by more than one month due to Force Majeure, the Buyer may, without incurring any liability, terminate the Order with immediate effect by informing Pack Tech A/S of such termination in writing without undue delay.
The Buyer cannot – regardless of the circumstances – return any goods after delivery without prior written acceptance from Pack Tech A/S.
Quantity Variation and Non-conformity
Prices quoted are based on the full quantity specified in the offer. Pack Tech A/S may supply up to 10% more or less than the exact quantity ordered, and the Buyer shall accept and pay at the quoted rate for the actual quantity delivered.
Upon delivery of the goods, the Buyer must carry out an inspection and testing. The Buyer is deemed to have accepted the goods (quantity and conformity) unless written notice of rejection specifying reasonable rea- sons for rejection is given to Pack Tech A/S within 7 days after delivery.
In case of documented non-conformity in accordance with the above, Pack Tech A/S is at the sole discretion of Pack Tech A/S entitled to either (i) delivery of substi- tute goods, (ii) remedy if possible or (iii) refund against the return of the goods.
Intellectual property rights
If Buyer receives material and/or information in the form of products, drawings, specifications, etc. this is solely the property – including intellectual property – of Pack Tech A/S. Furthermore, such material shall be considered confidential information. If Pack Tech A/S agrees to manufacture tools and/or moulds for the Buy- er based on the Buyer’s instructions, all intellec- tual rights thereto shall remain with Pack Tech A/S. Also, if the parties agree that title to tools and moulds are transferred to the Buyer, the tools and moulds shall remain in Pack Tech A/S’s possession for a period of seven years from the date of the Order. If Buyer here- after chooses to move the tooling from Pack Tech A/S, Buyer shall pay all of Pack Tech A/S’s document- ed costs involved with this.
Pack Tech A/S is proud to be able to offer two specific and unique solutions as a consequence of our strategic sustainability work:
ReSea Collect (a concept):
• Packaging made in (conventional) PCR- or virgin plastic
• Removal of plastic from the ocean and rivers 1:1 in comparison to the percentage (measured by weight) of ReSea Collect purchased for the order. Example: If the packaging weighs 100 grams, and a customer has purchased 50 % ReSea Collect for the item/component, 50 grams of plastic will be removed from the oceans and/or rivers)
• Recycling of as much as possible of the collected plastic for other industries
We underline that there is no plastic from the ocean and rivers in products where customers have purchased ReSea Collect concept.
Ocean Waste Plastic (OWP):
• OWP is a raw material made of plastic waste collected in oceans and rivers used in different quantities in our packaging “Made with OWP”
• The raw material converted from the collect- ed plastic is thus included in the packaging in a quantity agreed with Customer (from 1-100% of the collected plastic) Example: if a packaging/component weighs 20 grams and is made with 20% OWP, 4 grams of plastic is collected from oceans and/or rivers and the equivalent amount of plastic collected from oceans and/or rivers is used as an ingredient in the packaging
• OWP must be used in conjunction with a specifica- tion of the percentage of OWP raw material in the packaging
The Buyer is responsible for securing sufficient com- patibility between packaging/parts made in OWP as well as regulatory demands when used in/with the Buy- er’s own product(s) and Pack Tech A/S assumes no li- ability in this respect unless accredited stability tests have been performed by third party and confirmed by Pack Tech A/S. As each batch with OWP is different from one to another, the smell as well as the visual look of the packaging material (and therefore the packaging itself) may vary. Black spots in the material, a “rougher” surface, a smell of “burned plastic” and color variation are not unusual in OWP packaging.
The amount of packaging ordered by the Buyer within both the ReSea Collect concept and OWP is collected by ReSea Project ApS (the company responsible for the collection). ReSea Project ApS collects plastic on a dai- ly ongoing basis and not only upon specific OWP and ReSea Collect orders. Therefore, the plastic will be – or has been – collected within a time period of 6 months before or after Pack Tech A/S ships and invoices an order of packaging within OWP or ReSea Collect. The Buyer can request a certificate documenting both the collection itself and the amount of plastic collected on Buyer’s behalf. This certificate is issued by ReSea Pro- ject ApS and is linked to the Buyer with a Pack Tech A/S reference (e.g., Buyer name, the invoice number, etc.). When buying OWP and ReSea Collect, the Buyer shall hereafter make sure that the plastic waste collected by ReSea Project ApS is not falsely used for market- ing purposes (green washing, etc.) by the Buyer’s own customers, e.g., by ensuring that the collected plastic waste cannot be claimed to have been collected more than once.
Liability
In the event of any delay or non-conformity of the goods delivered, Pack Tech A/S is not liable for any in- direct loss, i.e., business interruption, loss of profits or any other indirect loss on the part of the Buyer, includ- ing loss as a result of the Buyer’s legal relations with any third party.
If a third party makes any product liability claim for damages directly against Pack Tech A/S in relation to the goods sold, Pack Tech A/S has full and unlimited recourse against the Buyer, and the Buyer shall indem- nify, defend and hold Pack Tech A/S harm- less from any and all losses and costs related to such claim. Pack Tech A/S is not liable for any damage to any properties or chattels caused by the goods sold if such damage occurs while the goods are in the Buyer’s possession. Nor shall Pack Tech A/S be liable for any damage to any of the Buyer’s products, of which the goods form a part.
Pack Tech A/S is only liable for any personal damage caused by the goods sold if it is documented that the damage is a consequence of any negligence shown by Pack Tech A/S or anyone else that Pack Tech A/S is liable for.
In the event that a third party commences proceedings for damages against either Pack Tech or the Customer concerning product liability, the relevant party shall im- mediately inform the other party.
Notwithstanding any other provisions in the Terms and Conditions, Pack Tech A/S’s maximum liability un- der the agreement with the Buyer shall in no event ex- ceed the purchase price of the goods.
The Buyer must indemnify Pack Tech A/S, including for any legal costs, to the extent that any liability is imposed on Pack Tech A/S in relation to a third party for any damage or loss for which Pack Tech A/S is not, according to the provisions above, liable in relation to the Buyer.
The limitations of liability in the Terms and Conditions do not apply where a party has been guilty of fraud or willful acts or omissions.
Disputes, Governing Law, Venue and Miscellaneous
Any dispute arising between the parties, including – but not limited to – any dispute as to the validity or interpretation of these Terms and Conditions and/or the Order and/or the agreement between the parties, is governed by Danish law, disregarding the choice of law rules and the UN Convention on the International Sale of Goods (CISG), and must be submitted before the Copenhagen City Court.
In connection with the cooperation and the purchase of goods and services, Pack Tech A/S will process your personal data. You can read more about our processing of personal data on our website. If a data processing agreement is required in connection with our coop- eration, you will receive a separate data pro- cessing agreement for signature.
Pack Tech A/S
Tuborg Havnevej 15
2900 Hellerup
Denmark
www.packtech1946.com
CVR-nr.: 37144118
