General Purchasing Conditions Koen Pack USA

Article 1: Definitions

For the purpose of these Conditions, the following definitions will apply:
a. Principal: Koen Pack B.V., a private limited company incorporated under Dutch law, and/or one or more of the legal entities directly or indirectly connected to Koen Pack (hereinafter to be called: "Koen Pack ").
b. supplier: a natural person or legal entity who provides goods and/or services to Koen Pack or with whom Koen Pack is considering entering into an agreement to that end.
c. Conditions of Purchase: these General Purchasing Conditions, as formulated by Koen Pack.
d. parties: Koen Pack and the supplier jointly.

Article 2: General

2.1. Unless otherwise agreed in writing, these General Purchasing Conditions will apply to all enquiries from and all orders placed by Koen Pack and to all quotations made by the supplier to Koen Pack, and also to all agreements entered into between the parties.
2.2 These Purchasing Conditions will be handed to the supplier during an initial personal meeting. If that is not possible, the supplier will be informed where the Purchasing Conditions can be perused, or he will be offered the opportunity to receive a copy free of charge.
2.3 The supplier's General Conditions of Sale - if such exist - will not be applicable to the legal relationship between Koen Pack and any supplier. Insofar as necessary, Koen Pack hereby expressly rejects the supplier's General Conditions of Sale. The supplier hereby accepts these Purchasing Conditions unreservedly.
2.4 Deviations from these Purchasing Conditions are only possible if so agreed in writing between the parties.
2.5 Koen Pack reserves the right to amend these Purchasing Conditions at any time. The amended Purchasing Conditions will then replace the Purchasing Conditions previously in force, and will be applicable to any existing agreements as soon as the supplier has been given reasonable opportunity to take cognizance of the amended conditions.
2.6 The fact that any provision of these Purchasing Conditions is void or could be annulled will not affect the validity of the remaining provisions, and the relevant provision will be replaced by a provision which approximates the spirit of the original provision as closely as possible.

Article 3: Quotation and price

3.1 Quotations are deemed to represent an irrevocable offer on the part of the supplier.
3.2 The supplier is always obliged to inform Koen Pack of any imminent or proposed price reductions, even before an agreement has been effected between the parties.
3.3 All costs connected with the quotation and possible samples are for the account of the supplier, unless otherwise agreed in writing between the parties.
3.4 Any documentation and samples received in the context of a quotation need not be returned by Koen Pack unless otherwise agreed in writing between the parties.
3.5 The price stated in the quotation is fixed and expressed in Euros, and is deemed to cover all costs necessary to deliver the goods and/or services ordered by Koen Pack to the place/location designated by Koen Pack; the price excludes the VAT payable. These costs include, inter alia, the charges, taxes, duties and levies connected with the production, transport, insurance, import and/or export, etc., of the goods and/or services unless Koen Pack and supplier agreed another currency and/ or trade terms on base of Incoterms 2000.

Article 4: Delivery

4.1 The delivery time, or the date of delivery, agreed between Koen Pack and the supplier is deemed to be a firm deadline.
4.2 The period of delivery begins on the date on which Koen Pack sends a written order to the supplier, or accepts the supplier's quotation and/or approved the printer's proofs required for the product.
4.3 The goods are deemed to have been delivered at the moment they are delivered by the supplier to the place/location designated by Koen Pack, and Koen Pack has free disposal of said goods. In the case of the provision of services, these services will be deemed to have been provided as and when performance of the service has been completed.
4.4 Except with the written consent of Koen Pack, partial deliveries are not permitted.
4.5 If the supplier can reasonably foresee that it will be unable to fulfil its obligations vis-à-vis Koen Pack in good time, the supplier is under obligation to inform Koen Pack of this immediately, stating the reason(s) for the delay, and to subsequently send a written confirmation to this effect. The notification from the supplier does not release the supplier from its obligations with regard to the deadline mentioned above. 4.6 The supplier will make all information, documentation, instructions and suchlike, which Koen Pack might reasonably need in order to be able to make optimum use of the goods and/or services supplied, available to Koen Pack in written or in electronic form.

Article 5: Acceptance

5.1 The mere delivery of the goods and/or services as described in Article 4 does not imply acceptance by Koen Pack.
5.2 Within a period of five (5) working days, Koen Pack will inspect the goods and/or services as to their nature, state, quality and quantity, and also in order to ascertain whether the goods and/or services so supplied are in accordance with the agreement entered into between the parties.
5.3 This inspection may include the testing and/or sampling of the goods.
5.4 Koen Pack will inform the supplier in writing within the period specified in Article 5.2 whether or not the goods and/or services have been accepted. In the event that Koen Pack fails to inform the supplier in writing about acceptance within this period, Koen Pack will be deemed to have accepted the goods and/or services in question.
5.5 If the goods and/or services are to be kept in stock by Koen Pack, or the goods and/or services are not used immediately making inspection impractical, the period specified in Article 5.2 will commence at the moment that Koen Pack actually starts to use the goods.
5.6 In the event that Koen Pack rejects the goods and/or services, Koen Pack will inform the supplier of that decision as quickly as possible. In doing so, Koen Pack will make its complaints sufficiently clear. In such a case, Koen Pack will be entitled to return the delivered goods and/or services, including the goods and/or services which have been tested or from which samples have been taken, to the supplier. The costs and the risks involved in returning the goods and/or services are for the account of the supplier. If return is not reasonably possible, Koen Pack will retain the goods and/or services for the supplier, or remove and/or destroy same, all for the account and the risk of the supplier.
5.7 Koen Pack is entitled to inspect its orders, or have them inspected, at all times during production, processing and storage and also after delivery. The supplier is obliged to cooperate in such inspections.

Article 6: Risk

6.1 The risk attached to goods delivered or to be delivered remains with the supplier until the moment at which such goods have been accepted on behalf of Koen Pack by an appropriately authorized person.
6.2 It is incumbent upon the supplier to ensure that the person receiving the goods has the appropriate authority to do so.
6.3 Notwithstanding the foregoing, the risk attached to any goods which Koen Pack makes available to the supplier, for processing for example, is for the account of the supplier.
6.4 In view of the foregoing, the supplier is obliged to arrange suitable insurance cover and take all other measures necessary to prevent or limit the destruction or the loss of the goods.

Article 7: Drawings/designs/preparatory materials

7.1 Ownership or title to the goods passes from the supplier to Koen Pack at the moment of delivery, unless otherwise agreed in writing between parties.
7.2 In the event that the goods ordered consist of a work of literature, science or art created at the commission of Koen Pack, any right to copyright will also pass to Koen Pack at the moment of delivery. Furthermore, all intellectual property, including copyright, trademark, design and patent rights that arise during the execution of the agreement by the supplier at the commission of Koen Pack , will be transferred to Koen Pack. The supplier will cooperate to the fullest extent in the matter of transferring intellectual rights at the first request from Koen Pack.
7.3 All claims on behalf of the supplier for retention of title in respect of the goods and/or services are inapplicable. Koen Pack hereby expressly rejects any such retention of title. The supplier hereby expressly accepts such rejection.
7.4 The materials such as films, printer's plates, polymers, pressure plates, matrices and so on, produced by the supplier preparatory to Koen Pack's commission, together with any preparatory printer's materials made available for the purpose of the order by Koen Pack in digital or any other form, will always remain the property of Koen Pack and may only be used by the supplier for the benefit of a third party with the prior written consent of Koen Pack.

Article 8: Payment

8.1 Koen Pack will settle the supplier's invoices - following receipt thereof - within the period agreed between the parties beforehand. If the supplier's invoice is received before the goods and/or services are received in full, Koen Pack will pay this invoice - following completion of delivery - within the period agreed between the parties beforehand.
8.2 The supplier's invoice must be sent to the address indicated by Koen Pack and for the attention of the person designated by Koen Pack as its contact. The invoice must further include Koen Pack 's order number and a detailed specification of the goods and services together with unit prices and suchlike. Invoices which do not fulfil this requirement will not be processed and will be returned.
8.3 Payment should not be deemed to confirm acceptance pursuant to Article 5 of these Purchasing Conditions, and will not prejudice Koen Pack's right to demand performance of the agreement.
8.4 The provisions of this Article will not affect Koen Pack 's right to suspend or dissolve the agreement, to exercise its right of retention, or possibly claim setoff.
8.5 In the event that Koen Pack fails to fulfil its payment obligation in good time, it will not be obliged to do more than pay interest at the statutory rate, which interest will only become payable after the supplier has granted Koen Pack a reasonable period within which to fulfil its obligations.

Article 9: Warranty

9.1 The supplier guarantees that the goods and/or services supplied under the agreement are of good quality, new (unless otherwise agreed in writing), free of defect and suitable for the purpose for which they are destined and further have been produced from sound material and fulfil all requirements of relevant Dutch and European laws and regulations, and also satisfy standards common in the sector in terms of safety and quality, and conform to prevailing environmental standards. In this context, Koen Pack refers to Appendix 1, which contains the KP "ETI Social and environmental Base Code"; Koen Pack respects and adheres to this Code, as does the supplier. The supplier and its employees, and also any third parties brought in by the supplier, are obliged to comply with all prevailing rules relating to safety, hygiene, health and the environment and in the case of materials which come into contact with foodstuffs, to comply with international standards such as HACCP and BRC. At Koen Pack's request, the supplier must indicate in what way its company satisfies and complies with these requirements.
9.3 The supplier must package and label all hazardous substances in accordance with statutory requirements, and provide the necessary documentation.
9.4 Once accepted in accordance with the provisions of Article 5, the supplier guarantees that the goods delivered are free of manufacturing, construction, design and material defects.
9.5 The supplier further guarantees that the goods and/or services it supplies in no way infringe the rights of any third party; such rights include, but are not limited to, intellectual property such as copyrights, trademark, design, patent and brand name rights. The supplier will indemnify Koen Pack against any claims from third parties in this respect.

Article 10: Liability

10.1 If the supplier fails to fulfil any obligation arising from the agreement and/or these Purchasing Conditions, the supplier will be liable to compensate Koen Pack for all resulting current and future damage, cases of force majeure excepted. In that case, the supplier will be deemed in default by operation of law.
10.2 Force majeure will not include the failure of third parties to fulfil their obligations vis-à-vis the supplier, unless that failure is itself the result of force majeure.
10.3 If the force majeure has lasted for two months, or if on its commencement it can be foreseen that the situation will last for more than two months, Koen Pack is entitled to dissolve the agreement in part or in whole without recourse to law by issuing a written notification to that effect; in such a case, Koen Pack cannot be required to make any compensatory payment.
10.4 The supplier indemnifies Koen Pack against all claims by third parties for compensation of current or future damage arising from the performance of the agreement between the parties. Third parties will be taken to include the employees of Koen Pack and those persons who are working under the orders of Koen Pack.

Article 11: Insurance

11.1 The supplier will insure itself against liability arising on the grounds of the law and/or the agreement between the parties. The supplier will further insure all those risks in its business operations which can be insured under standard insurance conditions.
11.2 The supplier will also insure all goods given into its keeping by Koen Pack in the context of the agreement between the parties against all damage, including damage caused to the goods as a result of incorrect or inadequate processing during the time that the supplier has possession of the goods.
11.3 The supplier undertakes to provide evidence of such insurance at the first request from Koen Pack, together with evidence to show that the insurance premiums have been or will be paid on time.

Article 12: Non-disclosure

12.1 Both parties are obliged to maintain secrecy concerning all confidential information which they have obtained from each other, directly or indirectly, in the context of their mutual agreement. This information is to be regarded as confidential if designated as such by the other party or if that status can be derived from the nature of the information.
12.2 The parties may not use, copy or store this confidential information for any purpose other than that for which it was provided to them.
12.3 A Party may not disclose such confidential information in any way to third parties, unless it has received the express permission of the other Party to do so.
12.4 Moreover, the parties undertake to ensure that only those employees who are directly involved in the possible preparation, conclusion or execution of the agreement will be given access to confidential information. Employees who are not so involved will be deemed equal to third parties in the sense of section 3 of this Article.
12.5 If one of the parties acts in contravention of any provision of these Purchase Conditions, that party will incur a penalty, which penalty is immediately payable and may not be offset, of €50,000 for each infringement and € 5,000 for each day that the infringement continues, without prejudice to any opportunity for the other Party to recover any current and future loss. Any act in contravention of this agreement perpetrated by an employee of or a third party subcontracted to either Party will be deemed to be an act perpetrated by the Party itself.
12.6 This obligation not to disclose any confidential information will cease five 5)years after the formation of the agreement between parties. In cases where no agreement is ultimately formed between the parties, the obligation not to disclose confidential information will cease two (2) years after the date on which parties abandon such agreement.

Article 13: Suspension / right of retention / setoff

The supplier is not entitled to suspend performance of its obligations vis-à-vis Koen Pack, or to exercise any right of retention on goods which are the property of Koen Pack or to which Koen Pack can lay claim in any way. Equally, the supplier is not entitled to apply any setoff.

Article 14: Continuing performance agreements

14.1 Unless otherwise agreed in writing, Koen Pack may terminate a continuing performance agreement with the supplier at any time by giving one (1) month's written notice; no reason need be given.
14.2 Price changes may only be implemented if these have been notified to Koen Pack in good time and have been approved by Koen Pack.

Article 15: Termination

Without prejudice to other rights, without recourse to law and without incurring any liability for damages, Koen Pack is entitled to terminate the agreement in whole or in part and with immediate effect at any time, following a written notification to this end to the supplier, if:
a. the supplier is wound up or applies for voluntary liquidation, applies for a moratorium on payments or loses the free control of the whole or any part of its assets in any way, for example by attachment;
b. the supplier fails to comply, in whole or in part, with any obligation ensuing from the law or the agreement between parties, or acts in contravention of the agreement and/or the Purchase Conditions;
c. the supplier discontinues its business activities or a substantial part thereof, which shall include the winding up of the business or the inclusion of the business into a new or an existing company.

Article 16: Transfer

The supplier may not transfer the agreement, in whole or in part, without the prior consent of Koen Pack; such consent will not be withheld on unreasonable grounds.

Article 17: Disputes

All disputes which might arise between Koen Pack and the supplier ensuing from an agreement between Koen Pack and the supplier, including disputes that are only regarded as such by one party, will be brought before the Civil Court in Amsterdam in which jurisdiction Koen Pack is located.

Article 18: Applicable law

The law of the Netherlands shall apply exclusively to all agreements entered into and/or acts carried out by Koen Pack.

Enclosure 1: Koen Pack Social and environmental standards

We, The Koen Pack Group, are expecting our suppliers and their subcontractors to establish and implement the following 10 social and environmental standards. In case of conflicting standards between the national law, The Koen Pack Group Code of Conduct, and any other agreements, the highest standard will always apply.

1) Employment is freely chosen

1. There is no forced, bonded or involuntary prison labour.
2. Workers are not required to lodge 'deposits' or their identity papers with their employer and are free to leave their employer after reasonable notice.

2) Freedom of association and the right to collective bargaining are respected

1. Workers without distinction have the right to join or form trade unions of their own choosing and to bargain collectively.
2. The employer adopts an open attitude towards the activities of trade unions and their organization activities.
3. Workers representatives are not discriminated against and have access to carry out their representative functions in the workplace.
4. Where the right to freedom of association and collective bargaining is restricted under law, the employer facilitates and does not hinder the development of parallel means for independent and free association and bargaining.

3) Working conditions are safe and hygienic

1. A safe and hygienic working environment shall be provided, bearing in mind the prevailing knowledge of the industry and of any specific hazards. Adequate steps shall be taken to prevent accidents and injury to health arising out of associated with, or occurring in the course of work, by minimizing so far as is reasonably practicable, the causes of hazards inherent in the working environment.
2. Workers shall receive regular and recorded health and safety training and such training shall be repeated for new or reassigned workers.
3. Access to clean toilet facilities and to potable water, and if appropriate sanitary facilities for food storage shall be provided.
4. Accommodation, where provided shall be clean, safe and meet the basic needs of the workers.
5. The company observing the code shall assign responsibility for health and safety to a senior management representative.

4) Child labour shall not be used

1. There shall be no new recruitment of child labour
2. Children and young persons under 18 shall not be employed at night or in hazardous conditions.

5) Living wages are paid

1.Wages and benefits paid for a standard working week meet at a minimum national legal standards or industry benchmark standards, whichever is higher. In any event wages should always be enough to meet basic needs and to provide some discretionary income.
2. All workers shall be provided with written and understandable information about their employment conditions in respect to wages before the pay period concerned each time that they are paid.
3. Deductions from wages as a disciplinary measure shall not be permitted nor shall any deductions from wages not provided for by national law be permitted without the expressed permission of the worker concerned. All disciplinary measures should be recorded.

6) Working hours are not excessive

1. Working hours comply with national laws and benchmark industry standards, whichever affords greater protection.
2. In any event workers shall not on a regular basis be required to work in excess of 48 hours per week and shall be provided with at least one day off for every 7 day period on average. Overtime shall be voluntary and shall not exceed 12 hours per week and shall not be demand on a regular basis and always be compensated at a premium rate.

7) No discrimination is practiced

There is no discrimination in hiring, compensation access to training, promotion, termination or retirement based on race, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation.

8) Regular employment is provided

1. To every extent possible work performed must be on the basis of recognized employment relationship established through national law and practice.
2. Obligations to employees under labour or social security laws and regulations arising from the regular employment relationship shall not be avoided through the use of labour. Contracting, sub-contracting or home working arrangements or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment, nor shall any such obligations be avoided through the excessive use of fixed term contracts of employment.

9) No harsh or inhumane treatment is allowed

Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation shall be prohibited.

10) Management systems

The employer shall implement the requirements of these standards, periodically review the operation of these requirements, and regularly communicate the content of the standard to all personnel. The employer shall make sure that the requirements of these standard are also implemented with its subcontractors.