of D.J. Hoogstraten Verpakkingsmaterialen BV established in Gorinchem.
a. The present general terms and conditions shall apply to all offers, agreements and all other
engagements resulting therefrom, of or with D.J. Hoogstraten Verpakkingsmaterialen B.V, hereinafter
also to be referred to as Hoogstraten.
b. The present general terms and conditions can only be deviated from following consent to that effect,
only the Hoogstraten management shall be authorised to give. Such a clause shall only be valid for the
agreement in respect of which it was negotioated.
c. The notion ‘client’ shall hereinafter be understood to be the opposite party of Hoogstraten in offers,
agreements and the engagements resulting therefrom.
d. Unless explicitly agreed upon otherwise in writing, the terms and conditions following hereinafter shall
apply exclusively to all offers made by Hoogstraten and all engagements between Hoogstraten and the
d. The applicability of the general terms and conditions of the opposite party shall hereby be explicitly
e. Hoogstraten shall reserve the right to change its general terms and conditions at all times without
affecting in any way the agreements already concluded as well as all engagements resulting therefrom.
The opposite party shall be informed in this respect at least 1 month prior to said change taking effect.
g. Potential invalidity, partial invalidity or voidness of one or several stipulations of the present agreement,
shall be without prejudice to the validity and the applicability of the remaining stipulations.
2. OFFERS, ORDERS
a. All offers made by Hoogstraten and the prices given therein, shall be valid for a period of thirty days or
as much longer or shorter as stated therein and shall at all times be free of engagement. They
can be revoked by Hoogstraten within three working days following receipt of agreement to them.
b. Even when it has made an offer, Hoogstraten shall only be bound when it has accepted an order in
writing, by e-mail, sms or another similar means of communication, or if it has actually proceeded to the
a. Prices quoted or agreed upon shall be valid for delivery ex Hoogstraten works and shall include
packaging costs and shall be exclusive of VAT.
b. Price shall be based on the factors applying at the time of the quotation or the conclusion of the
agreement, including wages, social security contributions and taxes, levies, insurace premiums, raw
materials and material prices, import duties and freight charges and exchange rates of or in respect of
the EURO. Should said price determining factors change in any way following the quotation or the
conclusion of the agreement in such a way that they lead to an increase in the Hoogstraten cost price,
Hoogstraten shall have the right to increase the price agreed upon accordingly and to invoice said price
increase to client, even if said cost price increase was foreseeable the moment the agreement was
4. DELIVERY AND RISK
a. Unless explicitly agreed upon otherwise, the periods of delivery given by Hoogstraten can never be
considered terms to be observed on penalty of forfeiture of rights. In the event the periods of delivery are
exceeded, Hoostraten shall only be in default following registered postal item in writing. If Hoogstraten
needs data or auxiliary materials for the execution of the agreement which have to be supplied by or on
behalf of client, the periods of delivery shall commence on the day all data or auxiliary materials required
are in the possession of Hoogstraten.
b. The goods shall be for client’s risk as from the moment of delivery and from then on all direct and
indirect damage to the goods and/or damage which client and/or third parties might sustain because of
the goods shall be for client’s account. In the sense of the present stipulation, the moment of delivery
shall also have to be understood as the day of delivery in article 5 under b.
5. OBLIGATION TO PURCHASE
a. Client shall be under the obligation to lend the co-operation necessary to allow Hoogstraten to perform
as agreed upon, including explicitly the obligation to purchase goods bought.
b. Purchase shall be deemed to have been refused if goods ordered have been offered to client for
delivery, but delivery proved to be impossible. The day purchase is refused shall serve as the day of
c. In the event of refusal to purchase, client shall owe Hoogstraten damages equalling the amount of the
purchase price of the goods the purchase of which was refused, to be increased by the statutory interest
on said amount as from the day of delivery and the costs incurred by Hoogstraten due to the refusal to
purchase. Said costs shall explicitly be understood to include a reasonable compensation for storage,
relating to the usual rates applying locally. All this shall be without prejudice to all other rights of
Hoogstraten in respect of a shortcoming on the part of client.
d. Orders can only be cancelled with the consent of Hoogstraten to which Hoogstraten can attach
With respect to the specifications agreed upon, the following deviations, both upwards and downwards,
shall be allowed. The average of a total quantity of one (1) type, quality, colour and model delivered shall
serve as criterion to assess the tolerances.
a. With respect to the colour, the rule shall apply that minor deviations in the full-colour printing do not
constitute a ground for rejection.
b. With respect to the quantity, the rule shall apply that Hoogstraten shall be deemed to have performed
properly if the deviations in quantity are not in excess of:
20% more or less than the quantity stated in respect of orders up to 250 kg;
10% more or less than the quantity stated in respect of orders of 250 kg through 5,000 kg;
5% more or less than the quantity stated in respect of orders in excess of 5,000 kg.
For each order one (1) order in one (1) format and in one (1) quality shall be meant. Invoicing shall be
effected on the basis of the quantity actually delivered.
c. With respect to thicknesses, the rule shall apply that the admissible deviation from a single
measurement can be 10% more or less.
d. With respect to dimensions, the rule shall apply that the admissible deviation can be 5% both
lengthwise and widthwise.
a. The check of the quantity and the exterior condition of the goods delivered shall be client’s
responsibility. If the latter does not file a complaint in writing as soon as possible and in any case within
48 hours following receipt of the goods delivered, the delivery shall be deemed to be correct in terms of
quantity and exterior condition.
b. Other complaints shall have to be filed with us by client in writing not later than within eight days
following delivery of the goods.
c. If the goods have been wholly or partially processed and/or resold, they shall be deemed to have been
approved and our liability in respect of them shall cease to exist.
d. Complaints concerning invoices shall have to be filed in writing within eight days following the date of
forwarding the invoices.
8. PRINTING MATTER
a. Hoogstraten shall submit a proof for approval in the event of new or changed printing, except when
material ready for use is supplied by or on behalf of client himself. If client does not respond to said proof
within one (1) week from the date, the proof forwarded shall be deemed to have been approved of.
Hoogstraten can never be held liable for potential errors or defects in printed material and/or workshop
drawings and/or films supplied by or on behalf of client himself. All prices quoted shall at all times be
exclusive of print preparations.
b. All plastic bags and/or packaging cylinders, foils and tapes shall be printed according to the
flexography process. Minor register errors shall therefore not lead to any liability on the part of
Hoogstraten. Our clients shall have to indemnify us against all consequences of infringements of rights of
third parties with respect to designs, drawings, patterns, etc. supplied by our clients. The stipulations of
the present article shall equally apply to the printing of corrugated board, cardboard boxes as well as all
other material to be printed.
9. TOOLS COSTS
If punch tools costs have to be incurred to manufacture the packaging material, said costs shall be
invoiced separately. Said costs shall never be included in our prices unless explicitly stated otherwise.
a. When goods are delivered in parts, each and every part can be invoiced separately by Hoogstraten.
b. Payment shall have to be made to the Hoogstraten office upon delivery of the goods or within thirty
days from the date of invoice, or by transfer into a bank or postal account to be indicated by Hoogstraten.
c. In the event of payment within eight days, the credit restriction calculated may be deducted. Such shall
not be allowed in the event of payment after eight days.
d. Client shall not be allowed to invoke set-off.
e. If client fails to pay within the term of payment, Hoogstraten shall have the right to charge an interest
for overdue payment as from the day of maturity of 1.5% per month, whereby part of a month shall be
considered a full month, without prejudice to the other rights invested in Hoogstraten in the matter.
f. All extrajudicial collection costs incurred by Hoogstraten to ensure the fulfilment by client of the latter’s
obligations, shall be for client’s account. Said costs shall be calculated according to the collection rate
advised by the ‘Nederlandse Orde van Advocaten” (the Netherlands Bar) with a minimum of € 150,00 per
invoice not paid, all this without prejudice to the right of Hoogstraten to claim higher collection costs
g. If Hoogstraten concludes an agreement with two or more clients, natural or legal persons, each of
them shall be jointly and severally liable for the complete fulfilment of the obligations resulting for them
from said agreement.
h. Hoogstraten shall at all times be entitled to demand advance payment from client or delivery C.O.D. or
to demand satisfactory security for the correct and timely fulfilment by client of his obligations to pay, all
this without stating reasons.
i. Payments made by client shall first of all serve to cover the costs and interest owed, subsequently to
pay the longest outstanding invoice even if the payment states otherwise.
j. Complaints shall not suspend client’s obligations to pay.
k. All claims of Hoogstraten on opposite party shall only be precluded by the lapse of 20 years.
11. BANKRUPTCY ETC.
If client does not, does not properly or fails to fulfil in due time any of his obligations resulting for him from
the agreement concluded with Hoogstraten, as well as in the case his company is declared bankrupt,
granted suspension of payments, is placed under quardianship, closed down or wound up, or if client
transfers his company to third parties, tries to come to a settlement with his creditors, if his bank credit is
cancelled, the bank suspends the execution of his payment orders or if some of his goods are attached,
client shall be deemed to be in default by operation of law and Hoogstraten shall be entitled without any
obligation to pay damages and without prejudice to the rights vested in Hoogstraten, as well as without
notice of default or judicial intervention being required, to, at its discretion, either dissolve the agreement
wholly or partially and/or to have it declared dissolved, or to suspend the execution of the agreement. In
that case, all claims of Hoogstraten on client shall become forthwith due and payable and Hoogstraten
shall be entitled to claim instant payment of all amounts owed to it.
12. RETENTION OF TITLE
a. All goods delivered by Hoogstraten shall remain its property up to the moment of payment in full of all
of its claims – including the interest and costs potentially owed in their respect – by virtue of agreements
to deliver goods and the execution of the corresponding activities. Up to the moment of paymant in full
and/or set-off, client shall not be authorised to pledge the goods to third parties, nor to transfer the
ownership thereof to third parties. Within the framework of his normal business operations client shall,
however, be entitled to use the goods for their intended pruposes. As long as no payment in full has been
made and client is in default and/or if Hoogstraten has proper grounds to fear that client will fail to make
payment, Hoogstraten can forthwith reclaim the goods delivered without prior notice of default being
required. Client shall authorise Hoogstraten to this effect to access his premises and buildings. The
agreement can then still be dissolved by Hoogstraten without judicial intervention, in spite of its right to
compensation of costs, damage and interest.
b. In the event the goods delivered are treated, processed or mixed by or on behalf of or at client’s,
Hoogstraten shall acquire the co-ownership of the goods newly originating and/or of the goods
composed, among others, with the goods delivered, and this for the invoice value of the goods delivered
originally. In so fas as said co-ownershipp still requires a delivery, said delivery shall be made at the time
the corresponding agreement is concluded.
c. The risk of the goods subject to a retention of title pursuant to paragraph a of the present article, shall
be for client following their delivery. The latter shall be under the obligation to properly insure said goods,
at any rate against the risks of theft, damage and loss. Client shall not be allowed to pledge his potential
claims on his insurer pursuant to the insurance as meant in the present paragraph, to third parties or to
have them serve as security in the broadest sense for third parties. Payments under the insurance in
respect of damage to and loss of the goods referred to in the present article shall replace the goods
d. Client shall be held to forthwith inform in writing, with a copy thereof to Hoogstraten, each and every
party attaching the goods delivered by Hoogstraten or, within the framework of administration or
bankruptcy of client, to the very trustee in bankruptcy or administrator, that Hoogstraten has remained the
owner of the goods delivered, and this on penalty of being liable to forfeit an immediately payable penalty
to the amount of € 5,000.00 or to the amount equalling that of the origianal invoice for the goods if the
latter is higher. The penalty shall apply in addition to a potential obligation to pay damages.
a. Hoogstraten shall accept liability for damage sustained by client resulting from an attributable
shortcoming in the fulfilment of its obligations by Hoogstraten, if and in so far as said shortcoming is
covered by its insurace, up tot the amount of the payment made by the insurance company.
b. If the insurer refuses to proceed to make any payment for any reason whatsoever, the liability shall be
limited to the invoice amount exclusive of VAT.
c. Contrary to paragraphs a and b of the present chapter, Hoogstraten shall not accept any liability for
indirect damage, including loss of profits and consequential damage, damage due to exceeding of the
periods of delivery as a result of changed circumstances and damage being the result of faulty cooperation,
information or materials on the part of client.
d. Each and every of client’s rights to damages to be paid by Hoogstraten, shall lapse if improper use is
made of the goods delivered or if client has had a third party do work to the goods delivered.
e. In the event of an unlawful act on the part of its supplier or the latter’s subordinates, Hoogstraten shall
only be liable to pay for damages for death or bodily harm. In the latter cases the liability shall be limited
to € 450,000.00.
f. Hoogstraten shall not be liable for infringement of patent rights, licences or other rights of third parties
due to the use of data which we have been provided with by or on behalf of opposite party to execute the
g. Hoogstraten shall not be liable if the shortcoming is a result of force majeure. The limitations included
in the present article shall not apply if the damage is the result of wilful intent or gross negligence on the
part of Hoogstraten.
h. Hoogstraten shall not accept any liability for the improper receipt of any message. Message shall be
understood to be each and every message sent by Hoogstraten, but in particular messages sent by email,
sms or any similar means of communication.
Hoogstraten shall furthemore never be liable vis à vis third parties for damage resulting from the
execution of the agreement to which the present general terms and conditions apply for an amount in
excess of the one it would be liable for in respect of client. Client shall indemnify Hoogstraten against
further liability and shall wherever possible in his agreements with third parties negotiate a corresponding
exoneration clause in favour of Hoogstraten.
15. FORCE MAJEURE
a. Hoogstraten’s obligations to deliver and pay shall be suspended throughout the existence of
circumstances of force majeure. If the period throughout which it is impossible for Hoogstraten to fulfil its
obligations, last longer than 3 months, both parties shall be authorised to dissolve the agreement without
judicial intervention being required, without such giving rise to an obligation to pay damages.
b. If Hoogstraten has already partially fulfilled its obligations when the circunmstances of force majeure
commence or can only fulfil them partially, it shall be entitled to invoice the work already done and/or the
goods already delivered, separately and client shall be held to pay said invoice as if it were a separate
c. Force majeure in the sense used in the present article shall be understood to mean any circumstance
preventing the fulfilment of the obligations under the agreement which cannot be attributed to seller.
Among others, the following shall be included in said circumstance of force majeure: at Hoogstraten’s or
at third parties’ called in by Hoogstraten or at its suppliers’: fire, strike or lock-out, excessive absenteeism
due to illness of staff, transport difficulties, serious disturbance of business operations; flooding, war,
disturbance or riots, mobilisation; overdue or improper execution of orders by suppliers; government
measures hindering or prohibiting the execution of assignments, radical changes in the exchange rates,
energy crisis, abnormal price increases of raw materials and energy, all this regardless whether or not the
possibility that said circumstances would arise was already foreseeable the moment the agreement was
16. APPLICABLE LAW
Dutch law exclusively shall apply to agreements and/or engagements between Hoogstraten and opposite
party. The verbatim text shall be decisive text in respect of the interpretation of the present general terms
and conditions. In the event of differences in interpretation of the text of the present general terms and
conditions, said interpretation shall be governed by the interpretation of the verbatim text generally
accepted to be the correct one in The Netherlands.
17. COMPETENT COURT
Disputes resulting from the present general terms and conditions and/or the rights and obligations of the
parties involved in agreements to which the present general terms and conditions apply, shall exclusively
be arbitrated by the Court in Dordrecht and in urgent cases by the President of said Court.