General terms and conditions

General terms and conditions of Mondial Pack B.V. 
Article 1 - Definitions 
Client: any natural person or legal entity with whom Mondial Pack B.V. has concluded a contract;
Contractor: Mondial Pack B.V;
Offer: an offer made by Mondial Pack B.V. in writing;
Contract: every contract concluded between Mondial Pack B.V. and its Client regarding the sale and delivery of products and/or services.


Mondial Pack B.V. is a contract manufacturer specialising in packaging and manufacturing food supplements.


Article 2 - Applicability 
2.1 The provisions of these general terms and conditions (hereinafter referred to as ‘Conditions’) apply to every Offer and every agreement, unless deviated from in writing by the Client and the Contractor.
2.2 If the agreement concluded between the parties contains provisions that deviate from these Conditions, what is included in the Agreement shall prevail.
2.3 The applicability of general terms and conditions of the Client is expressly excluded by the Contractor.
2.4 These Conditions were originally drawn up in the Dutch language. In case of ambiguity and difference in interpretation and/or explanation of these Conditions, the Dutch text shall at all times prevail.

Article 3 - Offer and conclusion of agreement 
3.1 All quotations are subject to these Terms and Conditions, both the Quotation and its acceptance and the agreement thus concluded.
3.2 All quotations are without obligation unless otherwise stated in the Quotation. All quotations are valid for one month unless otherwise stated in the Quotation.
3.3 The agreement is concluded as soon as the acceptance of the offer by the Principal has reached the Contractor and this acceptance must show that the Principal agrees to the declaration of applicability of these Terms and Conditions
3.4 If reservations or changes compared to the Offer are made in the acceptance, in deviation from the provisions of the previous paragraph, the agreement will only be concluded if the Contractor notifies the Client that it agrees to this deviation in the Offer.

Article 4 - Amendments 
Amendments to the agreement and deviations from these Conditions will only be effective if agreed in writing between the parties.

Article 5 - Instructions 
Client shall give clear instructions to Contractor. An error in the execution of the order due to unclear or ambiguous instructions remains at the risk of the Principal and releases the Contractor from the obligation to repair or pay damages.

Article 6 - Transport risk 
Delivery shall be “ex works”. Contractor can arrange transport at the request of and for the account of Principal whereby the invoice will always be sent directly to Principal. Damage during transport, including during unloading, loading and temporary storage by transporter, shall be at Client's risk.

Article 7 - Liability 
7.1 Contractor shall exercise reasonable care with regard to the goods made available by Client.
7.2 Contractor is not liable for damage to or loss of goods made available to it by Client, unless such damage is the result of intent or gross negligence on the part of Contractor. In the event of incorrect execution of the Assignment, the Client's rights are limited to the right to rectification, insofar as rectification is reasonably possible, by Contractor, any right to compensation including consequential loss being excluded.
7.3 If, according to standards of reasonableness and fairness, the aforementioned limitation of liability is unacceptable, the Contractor's liability shall be limited to a maximum of the invoice value of the order given to it in respect of the processing of the damaged item or order executed incorrectly.
7.4 Under no circumstances shall the Contractor be liable for the Client's business losses.
7.5 The Contractor shall never be liable for any error or shortcoming of the auxiliary persons engaged by the Contractor.
7.6 The Client is expected to check its products, produced or packed by the Contractor, upon arrival of the goods so that any recalls or claims can be prevented.
7.7 Client remains at all times responsible for the final product, produced or packaged by Contractor.
7.8 One sample of each order processed will be kept for 12 months.
7.9 The Client is aware that when performing the production and/or packaging work he has been instructed to carry out, losses may occur to products to be produced and/or packaged. Contractor will take customary measures to limit a possible loss (within a margin of 10%) as much as possible, but can never be held liable for a possible loss during the production and/or packaging process. 7.10 The Client is aware that when performing the production of a capsule, tablet and/or softgel as instructed, the relevant administration form is subject to a weight tolerance of up to ±10% outside the target weight. The Contractor takes customary measures in order to minimise a possible weight variation, but can never be held liable for these weight variations.

Article 8 - Price changes 
8 Contractor reserves the right to increase its prices for delivery of products and services if increases in costs or other circumstances give cause to do so. In that case, Contractor will notify Principal in good time of the price increase to be calculated.

Article 9 - Delivery times 
9 The delivery times specified by Octrooibureau Novopatent are indicative and shall never constitute a deadline. Exceeding the delivery time will never entitle Principal to any compensation or the right to suspend his (payment) obligations. The foregoing expressly applies in the event of force majeure, as described in Article 10 of these Terms and Conditions.

Article 10 - Force majeure 
10 There shall be force majeure on the part of the Contractor if, after the Agreement has been concluded, the Contractor is prevented from fulfilling his obligations as a result of fire, water damage, lightning strike or flooding, machine defects, disruptions in the supply of energy, all this both at the premises of the Contractor and at third parties from whom the Contractor has to obtain the required materials wholly or partly, and furthermore due to all circumstances and causes beyond the Contractor's control.

Article 11 - Complaints 
11.1 Complaints about the incorrect execution of the order in the opinion of the Client must be made immediately upon delivery by the Client. To this end, Principal must carefully check the products for defects upon receipt. The moment the products leave Octrooibureau Novopatent's premises shall be deemed to constitute taking delivery.
11.2 Complaints about imperfections or inaccuracies alleged by the Customer, which are such that they could not reasonably have been discovered during the inspection of the products at the time of receipt, may still be made in writing within a period of 5 days after receipt of the products.

Article 12 - Payment 
12.1 Unless otherwise agreed in writing, invoices shall be paid within 14 days of the invoice date.
12.2 Payment shall be made by bank transfer to a bank account number specified by the Contractor on the invoice.
12.3 If payment is not made on time, without further notice of default or legal intervention, Client shall be deemed to be in default and shall be charged statutory commercial interest on the amount due.
12.4 The invoiced amount is immediately due and payable without prior required notice of default in case of; non-payment within an agreed payment term or a set date, Client is declared bankrupt, suspension of payments is applied for by Client, conservatory or executory attachment is levied on Client's property, or if Client dies or is placed under guardianship or receivership if Client is a natural person, or if Client's company is liquidated or dissolved. .
12.5 The Contractor shall be entitled, if payment is not made on time, to suspend further deliveries or to regard the agreement as dissolved without legal intervention, at its discretion. Client remains responsible for all damages resulting from this.
12.6 If the Client is in default, it shall be obliged to reimburse all extrajudicial and judicial costs in full.

Article 13 - Cancellation 
Cancellation of an Order by the Client will only be accepted if the costs associated with the work already performed are paid, even if they are only of a preparatory nature. These costs also include the purchase of products already ordered for the Order. Orders for non-standard or specially tailored products can never be cancelled.

Article 14 - Right of retention 
If Principal fails to duly fulfil any of its obligations towards Contractor, Contractor shall be entitled to suspend delivery of the items in its possession until Principal duly performs as yet. Such a right of retention shall also accrue to Octrooibureau Novopatent if Principal fails to pay for assignments Octrooibureau Novopatent has performed for Principal in the past.

Article 15 - Expiry period 
Any claim of Principal against Contractor shall lapse if this claim has not been instituted within 1 month after delivery of the goods to Principal, i.e. brought before the competent court.

Article 16 - Applicable law and competent court

All contracts concluded by Mondial Pack and all contracts resulting therefrom are governed by Dutch law.
Parties will submit any disputes arising exclusively to the competent court of the District Court of Overijssel, location Almelo.
Thus recorded at Enschede 20 June 2019.