Bunzl Outsourcing Services BV. (“Bunzl”), established in Almere, registered with the Chamber of Commerce in Lelystad under number 33054904. These General Terms and Conditions have been filed with the Chamber of Commerce in Lelystad.

Article 1: Applicable conditions

1.1. These General Terms and Conditions (“conditions”) apply to all agreements concluded by Bunzl with the other party (s) (“buyer”), the formation thereof and all offers made by Bunzl.
1.2. Deviations from these conditions are only valid if agreed by Bunzl and the customer in writing.
1.3. The applicability of general terms and conditions of the customer is explicitly rejected.

Article 2: Offer / Agreement

2.1. All offers made by Bunzl are without obligation.
2.2. A Bunzl binding agreement is only concluded after Bunzl’s acceptance of an order, or if Bunzl has made known that the execution of the order has commenced.
2.3. The information provided in Prospectus, price lists and other printed matter from Bunzl such as illustrations, colors, sizes, weights and the like are considered to be an approximation unless Bunzl has explicitly stated that these are to be regarded as an exact specification.

Article 3: Prices / Payment

3.1. All prices used by Bunzl are exclusive of VAT, unless stated otherwise.
3.2. The prices used by Bunzl are based on cost price factors as applicable on the date of the offer.
3.3. If one of the cost-determining factors (such as for example, but not exclusively, purchase prices, labor costs, tax rates, import and export duties or exchange rate changes of foreign currency) of an article changes in the period between the date of the offer and the date of delivery, Bunzl the right to adjust the agreed price accordingly.
3.4. Unless expressly agreed otherwise, payment must be made within thirty calendar days of the invoice date.
3.5. Unless otherwise agreed, payment shall be deemed to have been made when the bank or giro account of Bunzl has been credited or upon payment to Bunzl by cash on the date of the receipt.
3.6. Once the in 3.4. said period is exceeded, the customer is in default, without any notice of default or demand being required.
3.7. In case of default, the customer owes 2.0% interest per month or part of a month over the full invoice amount, commencing on the due date of the invoice. Customer is also the extrajudicial collection costs due in accordance with the rate of the Dutch Bar Association with a minimum of € 113, =. In addition, the customer owes Bunzl all legal costs and related costs of legal assistance, including amounts not awarded by the court, which Bunzl has had to make in connection with the performance of the agreement with the customer, unless Bunzl, as the losing party, is fully charged by the court. the costs are condemned.
3.8. If Bunzl gives notice of default or sums up the customer, the customer will already be breached by exceeding the value in 3.4. mentioned period in default.
3.9. Payments from the customer first serve to settle all costs owed, then the interest owed and then the due and payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
3.10. Settlement of the invoice amount with debts on Bunzl can only take place insofar as the claims are due and payable and have been irrevocably established in court or have been explicitly acknowledged by Bunzl.

Article 4: Delivery

4.1. The delivery term of the goods (“articles”) commences on the day of the conclusion of the agreement or, insofar as the following occurs later on the day on which an agreed deposit has been paid in full and for the execution of the agreement relevant by the customer.

4.2. The delivery terms stated by Bunzl can never be regarded as deadlines, unless explicitly agreed otherwise in writing. If these terms are exceeded, the customer does not have the right to dissolve the agreement.
4.3 In the event of late delivery, Bunzl must be given notice of default in writing and Bunzl must be granted a period of at least fourteen days to still fulfill its delivery obligation, unless the reasonableness and fairness warrant a longer period under the given circumstances.
4.4 The risk of the articles passes to the customer at the time of arrival of the articles at the agreed place of delivery, unless expressly agreed otherwise.
4.5 Bunzl is authorized to make partial deliveries. Each partial delivery is considered a separate delivery and treated with all the associated legal consequences.
4.6 The customer makes a contribution to be determined by Bunzl in the freight costs if the transaction between the customer and Bunzl concerns an invoice amount of less than € 227 excluding VAT. Bunzl reserves the right to charge freight costs to the customer if delivery of the articles takes place outside the usual delivery days (“route days”) of Bunzl; the forwarding costs to be incurred by Bunzl in that case will be passed on by Bunzl to the customer.
4.7 If the customer so desires, Bunzl can keep articles in stock for the customer on demand. For articles that are kept in stock for the customer for whatever reason, Bunzl sends a creation confirmation from time to time for the purpose of creating a new stock, containing a description of the article, the quantity, the purchase price and the purchase term. If the customer has not protested in writing against the production confirmation within five working days after sending the confirmation, the customer is irrevocably and unconditionally obliged to purchase it within the period stated in the confirmation of production.
4.8 All designs, clichés, etc., whether or not made at the request of the customer by or on behalf of Bunzl, even if these have been or will be charged in whole or in part to the customer, remain the property of Bunzl. The costs of designs, plates, etc., made for an offer requested by the customer can be charged by Bunzl to the customer.

Article 5: Retention of title

5.1 The articles delivered by Bunzl to the customer remain the property of Bunzl as long as the customer has not paid the price, interest and costs due for all articles delivered. Costs also include the claims that Bunzl has on the customer due to shortcomings in the performance of other agreements concluded with the customer with regard to delivered items. The customer must store the articles delivered by Bunzl, as long as they are the property of Bunzl, separately and clearly recognizable.
5.2 The Customer is authorized to dispose of and dispose of the goods delivered by Bunzl within the framework of normal business operations. At the request of Bunzl, the customer is obliged to establish an undisclosed pledge on behalf of Bunzl in the event of such a disposition or disposal on the claims it obtains on third parties.
5.3 If the customer fails to fulfill its obligations under the agreement (s) concluded with Bunzl or if Bunzl has good reason to fear that the customer will fail in this respect, Bunzl is entitled to take back the items delivered to the customer. This right exists in particular – but not exclusively – if the customer is seized, if the customer has been granted a moratorium or if the customer has filed for or declared bankruptcy.
5.4 The customer is liable towards Bunzl for all damage that occurs to the articles before the transfer of ownership referred to in 5.1.

Article 6: Complaints

6.1 The customer must inspect the articles delivered to him. Complaints with regard to the articles delivered must be reported to Bunzl in writing no later than within 5 working days after receipt of the articles. If the customer has not protested in writing against the delivered items within the aforementioned term, Bunzl has properly complied with the agreement towards the customer
6.2 After the complaints have reached Bunzl in accordance with 6.1, Bunzl will conduct an investigation into the validity of the complaint as soon as possible. The customer must allow representatives of Bunzl to examine the articles concerned. Based on this investigation, Bunzl will decide whether the complaint is well-founded. If the complaint is well-founded, Bunzl has the choice to replace the articles or to credit the customer for an amount equal to the price owed by the customer for the articles concerned. If Bunzl and the customer do not reach agreement on the validity of the complaint, the decision on this will be left to an expert to be appointed by the parties in joint consultation. In the event of complaints regarding articles delivered per packaging, Bunzl cannot be obliged to credit the price owed by the customer for the articles delivered per packaging if all or part of the articles delivered per packaging have been used by the customer for use. The expert’s decision is final. The costs of this expert investigation will be borne by the party that is put in the wrong by the expert. Bunzl will notify the customer in writing that it wishes to make use of this expert investigation. The customer then has the right, for a period of one month, to nevertheless apply to the competent court according to these terms and conditions regarding this dispute.
6.3 Return shipments of the delivered items are only permitted if explicit permission has been obtained from an authorized employee of Bunzl.

Article 7: Tolerances

7.1 With regard to the articles delivered by Bunzl with regard to the agreed specifications, the deviations mentioned below, both upwards and downwards, are permissible. For assessment, the average of the total quantity supplied in a type, quality, color and design will be the yardstick. For specifications other than those mentioned below, the deviations allowed for earlier deliveries and, in the absence thereof, the usual deviations are permissible.

7.2 Without prejudice to the provisions of this article paragraph, with regard to any deviations in the color, Bunzl has performed properly, if these deviations are minor. Bunzl accepts no liability for the customer specifying incorrect color numbers, if it concerns an order in which a color must be created that does not occur in the PMS color system or another color recognition system, the customer must specify the color he wishes as accurately as possible. to describe. In such a case Bunzl will approach the color desired by the customer as closely as possible. Colors supplied on paper or plastic may, if applied to another material, give a different color image which may give the impression that the color applied to the other material is the same as the sample handed over to Bunzl by the customer, or the color number made known by the customer.

7.3 With regard to the quantity, Bunzl will have performed properly if deviations in quantities do not exceed 20% above or below the agreed quantity. Invoicing takes place on the basis of the quantity actually delivered.

7.4 With regard to gram weights, thicknesses, formats etc., Bunzl has performed properly if deviations in the above specifications do not exceed 10%, 20% and 5% respectively, from the agreed specification.

Article 8: Warranty

8.1 Bunzl only provides a warranty for articles or parts of articles that Bunzl does not manufacture itself. If and insofar as Bunzl’s supplier has provided Bunzl with a guarantee. At the request of the customer, Bunzl can inform the customer of the warranty provisions of Bunzl’s suppliers.
8.2 Bunzl’s liability under the warranty is limited to replacing the defective articles or reimbursing the amount invoiced for these defective articles, all this always at the discretion of Bunzl.
8.3 The warranty does not cover in any case those defects that are wholly or partly the result of:
a. Non-observance of operating and maintenance instructions, or other than foreseen normal use.
b. normal wear and tear;
c. application of any government regulation with regard to the nature of the quality of the materials used;
d. materials or items provided by the customer to Bunzl for processing;
e. materials, goods, working methods and constructions insofar as applied at the express instruction of the customer;
f. articles obtained by Bunzl from third parties, insofar as the third parties have not provided a guarantee to Bunzl;
g. improper use or use for any other purpose that is usual.
8.4 If the customer fails to fulfill its obligations under the agreements concluded with Bunzl, Bunzl is not bound by any guarantee with regard to this agreement.
8.5 The alleged non-compliance by Bunzl with its warranty obligations does not release the customer from its obligations arising from its agreement with Bunzl.

Article 9: Liability

9.1 The liability of Bunzl is limited to compliance with the guarantee obligations described in Article 8, except in the case of intent or gross negligence on the part of Bunzl.
9.2 Bunzl is under no circumstances liable for more than compensation for the invoice value of the articles, as a result of which the customer has suffered damage.
9.3 In the event of damage caused by a defect in the delivered article, Bunzl will, at the request of the customer, inform the customer within a reasonable period of the identity of the producer of the article or of the person who delivered the article.
9.4 Bunzl is not liable if articles prove unsuitable for the purpose for which the customer purchased them. The customer must therefore inform himself in advance of the suitability of articles for the purpose he intends to do with them.
9.5 The customer indemnifies Bunzl against claims from third parties for compensation of damage to the customer on the basis of liability for whatever reason.

Article 10: Suspension / Dissolution

10.1 Bunzl has the right, if the customer fails or if Bunzl can reasonably expect that the customer will fail in the performance of any agreement concluded between Bunzl and the customer:
a. to demand payment in advance, or immediate payment upon delivery, or proper security for payment from the customer for all current and yet to be concluded agreements;
b. to suspend its obligations under agreements with the customer (also being the production and / or processing of the articles intended for delivery);
c. to dissolve the relevant purchase agreement with immediate effect without judicial intervention.
10.2 If the customer fails to comply with the agreement, Bunzl can claim compensation, including lost profit.

Article 11: Force majeure

11.1 In these terms and conditions, force majeure is understood to mean any circumstance, whether or not foreseeable, which is independent of Bunzl’s will and which permanently or temporarily prevents compliance with the agreement, as well as, insofar as this does not already include war, danger of war, civil war, riots , strike, occupation, boycott, blockade, sabotage, fire, lightning strike, extreme weather conditions, measures by the national or foreign government, transport difficulties and other serious disruptions in Bunzl’s company, as well as the impossibility of compliance with the agreement as a result of shortcomings of the persons and / or goods engaged by Bunzl for the implementation of the agreement.
11.2 In the event that the performance of the agreement is prevented as a result of force majeure, Bunzl is entitled, without judicial intervention, to either suspend the performance of the agreement for a maximum of six months, or to dissolve the agreement in whole or in part, without any compensation will be held.

Article 12: Miscellaneous

12.1 Bunzl reserves all rights, including those of intellectual and industrial property, with regard to delivered articles and data, drawings, images, product compositions, etc., as well as all other information provided to the customer in the context of the agreement.
12.2 Except with prior express and written permission from Bunzl, the customer is prohibited from reproducing the articles and documents referred to in 12.1, allowing them to inspect or make available to third parties.
12.3 If the customer cancels an agreement and it concerns articles from the standard range of Bunzl, the customer will owe 15% of the net invoice amount associated with the agreement.
12.4 Cancellation of agreements pertaining to the delivery of articles not belonging to the standard range of Bunzl (including the name printed articles) is only possible against payment of the full invoice amount to Bunzl.
12.5 Unless proof to the contrary by the customer, communications from Bunzl sent by fax to the customer are deemed to have arrived at the customer at such a time as appears from the fax dispatch confirmations produced by a fax machine of Bunzl.
12.6 Subject to proof to the contrary by the customer, file copies of written communications from Bunzl to the customer serve as proof that these communications were sent by Bunzl to the customer.

Article 13: Applicable law / Disputes

13.1 These General Conditions of Sale and all agreements to which these conditions apply are subject to Dutch law.
13.2 All disputes arising from agreements between the customer and Bunzl will be exclusively submitted to the competent court in the District of Amsterdam.