Art.1 Applicability

1. These general terms and conditions apply to all offers of, agreements with, deliveries of and work carried out by Plano Plastics. Deviating conditions, agreements or regulations only apply if and insofar as they have been confirmed in writing by Plano Plastics.
2. By entering into an agreement with Plano Plastics, the other party waives any terms and conditions used by him, however named, so that all agreements are exclusively governed by the terms and conditions used by Plano Plastics.
3. Insofar as these conditions do not deviate from them, the statutory regulations apply.

Art.2 General

1. In these general terms and conditions, "other party" is understood to mean: every legal entity or natural person, who has concluded or wishes to conclude an agreement with Plano Plastics, and apart from this party, its representative(s), authorised representative(s) and assignee(s).
2. Amendments to an agreement, which may have adverse consequences for Plano Plastics, and cancellation of an agreement, without the consent of Plano Plastics are not binding, except if this may be required by law or to the extent provided for by the terms and conditions.
3. Provisions on the basis of which Plano Plastics assumes an obligation to deliver without the other party committing to purchase the goods in question, or on the basis of which the quantity and/or price of goods to be delivered or purchased are subject to a reservation, are not binding.

Art.3 Offers and tenders

1. All offers and quotations made by Plano Plastics, where the opposite has not been explicitly stated, are entirely valid. Colour deviations and/or interim changes cannot be excluded.
2. Plano Plastics has the right to refuse an order without giving reasons.

Art.4 Conclusion of the agreement

1. Plano Plastics is only bound to its written offers and to orders placed by the other party with Plano Plastics, when Plano Plastics has confirmed the acceptance in writing, or when Plano Plastics has commenced the execution of the order placed by the other party. An order may be given by the other party in writing or by telephone, whereby the other party must in any case state name, address details and the goods required.
2. Subsequent additional agreements, amendments and/or promises made either verbally or in writing on behalf of Plano Plastics by personnel, representatives, salespeople or other intermediaries are not binding unless confirmed in writing by Plano Plastics.
3. In the event that, in Plano Plastics' opinion, the other party proves insufficiently creditworthy for the fulfilment of the agreement, Plano Plastics shall be entitled to suspend all its contractual obligations, without prejudice to the rights accruing to Plano Plastics by virtue of the law or these terms and conditions.

Art.5 Prices and rates

1. All price quotations made by Plano Plastics are non-binding and subject to price changes, unless explicitly stipulated otherwise
2. Prices of Plano Plastics are based on (cost) price determining factors, applicable on the day of the conclusion of the agreement. If before or, if delivery is made in instalments, during the delivery, any increase of those (cost) price determining factors occurs, Plano Plastics is entitled to charge a proportionate increase to the other party.
3. The prices quoted by Plano Plastics are still exclusive of VAT, possible import duties, other taxes, levies and duties, unless explicitly stated otherwise. Plano Plastics is entitled to pass on any change in these rates to the other party.

Art.6 Delivery

1. Delivery takes place ex Plano Plastics' warehouse, unless expressly agreed otherwise in writing. The costs related to a delivery will be charged to the other party.
2. Delivery is deemed to have taken place at the moment the goods to be delivered leave Plano Plastics' warehouse. From the moment of delivery, the goods are for the account and risk of the other party.
3. Delivery times are approximate, unless expressly agreed otherwise in writing. Exceeding the delivery term can never, not even after notice of default, give a right to compensation or dissolution of the agreement, the latter except in case of gross fault or negligence, or if the parties, in view of the duration of the exceeding, mutually decide to dissolve the agreement.

Art 7 Force majeure

1. In the event of force majeure, whether of a permanent or temporary nature, Plano Plastics is entitled to dissolve or temporarily suspend all or part of the agreement without the other party and/or third parties being able to claim fulfilment and/or compensation. Force majeure includes, but is not limited to: strikes, boycotts, operational failure, disruptions in traffic or transport, scarcity of raw materials, fire, machine failure and, for that matter, all circumstances as a result of which full or partial fulfilment of the agreement cannot, in all reasonableness and fairness, be required of Plano Plastics.
2. If delivery is delayed by more than two months due to force majeure, not only Plano Plastics but also the other party is entitled to dissolve the agreement in writing. In that case, Plano Plastics is entitled to compensation for the costs it has incurred.
3. If the force majeure commences while the agreement has already been partially executed, the other party shall, if the remaining delivery is delayed by more than two months due to force majeure, be authorised either to keep the part of the goods already delivered and pay the purchase price due , or to consider the agreement dissolved, also for the part already executed, under the obligation to return all goods already delivered to Plano Plastics at the other party's expense and risk, if the other party can demonstrate that the part of the goods already delivered can no longer be used effectively by the other party as a result of the non-delivery of the remaining goods.

Art. 8 Liability

1. Plano Plastics is not liable for any damage that may arise for the other party or third parties as a result of services rendered or products supplied by Plano Plastics, unless the applicable regulations and/or these terms and conditions explicitly stipulate otherwise.
2. Plano Plastics is never liable for damage caused by services rendered or products supplied by third parties commissioned by Plano Plastics for the other party, in particular in the event of work commissioned by Plano Plastics for third parties.

Art. 9 Complaints

1. Complaints are to be understood as all grievances of the other party concerning the delivered delivery.
2. The other party shall be obliged to check the goods delivered for shortages and/or damage immediately on delivery.
3. Complaints can only be enforced if they are submitted in writing and the said letter, which must contain a description of the complaints, is in Plano Plastics' possession within six days of the delivery, or after the discovery of any hidden defect, without prejudice to the provisions of the previous paragraphs. The goods to which the complaint relates must be kept at Plano Plastics' disposal by the other party. Subject to Plano Plastics' written consent, the other party is not permitted to return the goods to which the complaint relates to Plano Plastics.
4. In the event of a justified complaint, Plano Plastics is only obliged to replace or repair as soon as possible, without Plano Plastics being held liable for any damage suffered by the other party or third parties.
5. Filing a complaint shall not suspend the other party's payment obligation in respect of the goods in dispute.

Art. 10 Warranty

1. Plano Plastics vouches for the soundness as well as the quality of the goods it supplies and/or services it provides, all this with due observance of what has been stipulated elsewhere in these terms and conditions.
2. Plano Plastics only provides a guarantee on the materials and goods it supplies and processes for one year from the invoice date. Guarantee for the materials and goods supplied by Plano Plastics is only given if and insofar as the manufacturer/supplier of the materials and goods reinforces this guarantee.
3. Warranty claims shall only include the replacement or repair of the materials concerned, respectively.
4. Warranty claims will not be recognised if the materials are used for other than normal purposes or handled, used or maintained improperly.
5. If the repair or replacement of the materials is done by the other party itself, the aforementioned guarantee shall in any case lapse.
6. If the other party fails to fulfil its obligations, Plano Plastics will also be relieved of its (guarantee) obligations as a result.

Art.11 Payment

1. All payments must be transferred or deposited into a Bank or Giro account designated by Plano Plastics within 30 days of the invoice date, unless otherwise stated in specific payment terms.
2. In the event of payment by giro or bank, the date of payment will be the date on which the giro or bank account of Plano Plastics is credited.
3. In case of partial delivery, the other party shall be obliged to pay the related invoice as if it were a separate transaction.
4. Plano Plastics is not obliged to give the other party advance notice of the expiry of a payment term or to send him statements of account and the like, unless expressly agreed otherwise.
5. Each payment by the other party shall be deemed to be in settlement of the oldest outstanding claim, even if this claim consists of interest or collection costs due.
6. The other party shall never be entitled to suspend payment. After expiry of the payment term, the other party shall be in default without notice of default being necessary.
7. From the day following that on which the payment term has expired, the other party shall owe Plano Plastics an interest of 1.5% per month for late payment on the amount due.
8. In the event of non-payment or late payment, all judicial process and enforcement costs as well as extrajudicial collection costs shall be borne by the other party. The extrajudicial amounts shall be at least 15% of the invoice amount with a minimum of €125.
9. Plano Plastics always has the right, both before and after the conclusion of the agreement, to demand a security for payment, subject to suspension of the execution of the agreement by Plano Plastics until such time as the security has been provided: all this without prejudice to Plano Plastics' right to fulfilment, compensation and/or full or partial cancellation of the agreement, all this without any legal intervention and without Plano Plastics being obliged to pay any compensation.

Art.12 Right of ownership

All goods delivered remain the property of Plano Plastics until they have been paid for in full. The other party is entitled to resell and/or process the goods in the normal way, payment of which has not yet been made in full, the other party is not entitled to pledge the goods to third parties or to have them serve as security in the broadest sense of the word to third parties. The other party is obliged to show the goods to Plano Plastics upon its first request and, in the event of payment default and in the cases referred to in article 14 of these terms and conditions, to return these goods to Plano Plastics upon request.

Art. 13 Intellectual property rights

1. Drawings, diagrams, texts, sketches, calculations, designs, specifications and the like provided by Plano Plastics to the other party may not be reproduced or made available or sold by the other party to third parties, except with Plano Plastics' express written consent. Plano Plastics reserves the express ownership of the productions mentioned in this article.
2. Upon violation of the provision mentioned in paragraph 1 of this article, the other party forfeits an immediately due and payable penalty of €250, which is not subject to judicial moderation, without prejudice to Plano Plastics' right to recover from the other party the damage suffered and costs incurred by it.

Art. 14 Dissolution

Without prejudice to the other rights accruing to Plano Plastics and the provisions elsewhere in these terms and conditions, Plano Plastics may consider an agreement to have been dissolved, without judicial intervention and without any notice of default being required, in the event that the other party fails to meet its payment obligations or remains in default, the other party applies for a suspension of payment, his bankruptcy is applied for, the other party loses the free disposal of all or part of his assets and/or income or if any part of his assets and/or property is seized, or in the event the other party sells or liquidates his company.

Art. 15 Disputes

1. Dutch law applies exclusively to all agreements concluded by Plano Plastics.
2. If the other party is established in Europe, any dispute regarding the conclusion, interpretation or implementation of the agreement, as well as any other dispute related to or arising from this agreement, shall in the first instance be settled by the competent court of the district of 's-Hertogenbosch.

Art. 16 Conversion

If one or more provisions of these general terms and conditions are invalid, a valid provision that corresponds as closely as possible to the scope of the invalid provision(s) shall automatically take its place. The other provisions in the general terms and conditions will then remain valid as far as possible.