GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF
HQ PACK, version 2022
These general terms and conditions have been translated from Dutch. In case of any dispute on the interpretation of the articles
below, the meaning of the Dutch wording prevails.
Article 1: Applicability
1.1 These general terms and conditions of sale and delivery apply to all offers and contracts, either or both, from HQ Pack
Group B.V. (hereinafter “HQ Pack”), a private limited liability company, having its registered office at Hurksestraat 15
in (5652 AH) Eindhoven and registered with the Chamber of Commerce under number 66343615, or one of its
subsidiaries, depending on which legal entity enters into the commitment with the Purchaser, regarding the sale of
goods and/or provision of services.
1.2 HQ Pack expressly rejects the general terms and conditions or general terms and conditions of purchase of HQ
Pack's potential or actual contracting party (hereinafter “the Purchaser”) in all cases, even if the Purchaser refers to
such terms and conditions in a request to submit an offer directed at HQ Pack.
1.3 If any provision of these general terms and conditions is invalid or declared null and void, the other provisions of these
general terms and conditions will remain in full force, and HQ Pack and the Purchaser will consult in order to agree on
new provisions to replace the invalid or annulled provisions, in which respect the purpose and purport of the invalid or
annulled provision will be taken into account in so far as possible.
1.4 Amendments of these general terms and conditions will not take effect until they are agreed between the Parties in
Article 2: Offer and acceptance
2.1 HQ Pack's offers are free of obligation, may be revoked at any time and must be considered as a whole. HQ Pack is
at all times entitled to correct errors and omissions in offers made or to adjust changed and price-determining factors
before the contract is concluded.
2.2 The Purchaser is required to provide to HQ Pack all information that is necessary to perform the contract. In particular,
the Purchaser is required to inform HQ Pack before the conclusion of the contract about the nature and properties of
the goods which HQ Pack will package and/or for which HQ Pack will manufacture packaging.
2.3 The contract will only be concluded after the offer has been accepted and HQ Pack has confirmed the engagement in
writing or as soon as HQ Pack has commenced with the performance.
2.4 All contracts concluded by HQ Pack are concluded subject to the condition subsequent that the Purchaser proves to
be sufficiently creditworthy for the financial performance of the contract, such at HQ Pack's sole discretion. The
Purchaser is required to reimburse all costs which HQ Pack is reasonably required to incur as a consequence of the
occurrence of the condition subsequent.
2.5 Changes to the deliverable made after the conclusion of the contract and necessary extra work as a consequence of
incorrect or incomplete information or insufficient cooperation on the part of the Purchaser will be deemed additional
work and as such the additional costs are to be borne by the Purchaser.
2.6 The Purchaser is required to treat all offers and the related data, of any kind whatsoever, as strictly confidential. The
Purchaser is required to return or destroy the offer and the related data at HQ Pack's request.
2.7 HQ Pack is entitled to engage third parties for the performance of the contract. HQ Pack is also entitled to assign the
rights and obligations ensuing from the contract to third parties.
Article 3: Prices, costs and payment
3.1 All prices mentioned by HQ Pack, including those referred to below in this article, are exclusive of turnover tax and/or
other levies and are denominated in Euro.
3.2 The prices for the goods to be delivered are exclusive of any services to be performed and are based on delivery in
accordance with the Incoterm “Ex Works” as applicable at the time of the offer. HQ Pack charges transport costs and
other related costs separately.
3.3 If it is agreed that designs and/or packaging is to be tested by an independent external party, the Purchaser will bear
all costs ensuing therefrom. If these ensuing costs are invoiced to HQ Pack, these costs will be charged to the
3.4 Payment of the net cash value must be transferred to an account to be designated by HQ Pack in Euro within thirty
(30) calendar days after the invoice date. If the payment term is exceeded, the Purchaser will be in default with
immediate effect and without further notice of default being required, and HQ Pack will charge the statutory
3.5 At HQ Pack's request, the Purchaser will be required to provide security or additional security for the performance of
its financial obligations if HQ Pack has reasonable grounds to assume that the Purchaser will not be able to perform
its payment obligations in respect of HQ Pack, or perform them on time. If the Purchaser refuses to provide security,
HQ Pack may suspend performance of its obligations.
Article 4: Delivery and storage
4.1 All terms referred to in the contract are only indicative.
4.2 HQ Pack cannot commence with the performance of the contract until it has received all information required for the
performance of the contract from the Purchaser.
4.3 Goods are delivered in accordance with the Incoterms “Ex Works” as applicable at the time of the offer made by HQ
Pack. If the Purchaser requests HQ Pack to deliver the goods to a different location, then HQ Pack will transport the
goods in question at the Purchaser's risk and expense.
4.4 The Purchaser is required to take receipt of the goods at the scheduled time of delivery. If the Purchaser fails to take
receipt of the goods, the goods will remain available to the Purchaser and HQ Pack will store them at the Purchaser's
risk and expense.
4.5 If delivery on a call-off basis is agreed, HQ Pack will store the goods in question at the Purchaser's risk and expense.
HQ Pack invoices the storage costs on a monthly basis at the storage prices applicable at that time. As soon as the
term of the delivery on a call-off basis has ended, HQ Pack will inform the Purchaser of that fact and the Purchaser
will be afforded a period of no more than three (3) calendar months to take receipt of the items. If the Purchaser fails
to take receipt of the goods within the specified period, HQ Pack will be free to sell the goods or continue to charge
storage costs to the Purchaser, such at HQ Pack’s discretion.
4.6 HQ Pack is entitled to have the goods stored by a third party.
Article 5: Retention of title
5.1 The title to the delivered goods does not transfer to the Purchaser until the Purchaser has paid all debts to HQ Pack in
full which the Purchaser has by virtue of the contract.
5.2 The Purchaser and/or its agents will observe due care and will take all measures necessary to separate and keep
separate the goods referred to in the previous paragraph from the other goods in its possession. To this end, the
Purchaser will in any event store and/or mark the items referred to in the first paragraph separately, such that third
parties can clearly recognise them as HQ Pack's property. The Purchaser is required to give HQ Pack or its
authorised representative free access to the spaces where the goods delivered by HQ Pack are located at all times.
5.3 As long as the title to the delivered goods has not transferred to the Purchaser, the Purchaser will not be permitted to
process, surrender the actual control over, alienate, pledge or otherwise encumber the goods.
5.4 The Purchaser is required to inform third parties who wish to recover from the goods delivered by HQ Pack about HQ
Pack's title to the goods and inform HQ Pack about this without delay.
5.5 If HQ Pack invokes its retention of title, the Purchaser will be required to surrender the actual control over the
delivered goods to HQ Pack free of charge immediately upon being requested to do so.
Article 6: Obligation to complain
6.1 The Purchaser is required to check the delivered goods for visible defects and report these without delay.
6.2 When a number of goods are delivered, the number of goods as stated on the packing slips or similar documents will
be deemed to have been approved if no complaint about the number of goods delivered is made immediately after
6.3 The Purchaser may not invoke a defect in a delivered good if the goods in question have been tampered with or
processed in whole or in part.
6.4 Minor and/or industry-standard deviations and differences in quality, colour, size, etc. are not considered a defect.
6.5 The Purchaser must report hidden defects to HQ Pack in writing within fourteen (14) calendar days after the date on
which the defects were or reasonably could have been discovered.
6.6 If the Purchaser has not complained in accordance with paragraphs 1, 2 and 5, it will be deemed to have approved
the delivered goods and to have waived all rights and powers available to it under the law and/or this contract.
6.7 HQ Pack does not accept return shipments that have not been reported by the Purchaser first in the manner
prescribed by HQ Pack. At the Purchaser's request, HQ Pack will provide the return policy applicable at that time.
Article 7: Intellectual property
7.1 All information, of any kind whatsoever, which HQ Pack provides to the Purchaser and all existing intellectual property
rights and intellectual property rights that arise in the performance of the contract will remain HQ Pack's property and
must be returned to HQ Pack immediately at its request.
7.2 The Purchaser acquires only the user rights and powers expressly granted to it by these terms and conditions or
7.3 If a competent court irrevocably establishes in legal proceedings against HQ Pack that a performance provided by HQ
Pack infringes an intellectual property right of a third party, HQ Pack will, at its discretion, replace the good in question
with a good that does not infringe the right in question, obtain a user right in that respect, or refund the price paid for
the good to the Purchaser, less a reasonable depreciation.
7.4 If a good is to be replaced or refunded, HQ Pack will have the right to take back the originally delivered good.
7.5 With respect to any infringement of third-party rights, HQ Pack bears no obligation other than the obligation to replace,
acquire user rights or to refund as referred to in the third paragraph.
7.6 If an order is carried out based on designs, drawings, specifications or instructions issued by or on behalf of the
Purchaser, the Purchaser will indemnify HQ Pack against all claims and the consequences thereof related to alleged
infringements of the intellectual property rights of third parties.
Clause 8: Warranties
8.1 HQ Pack warrants that the goods delivered are in conformity with the contract. This means exclusively that the goods
delivered are manufactured using sound materials and in accordance with the standards of good workmanship. This
warranty does not apply if the goods were manufactured using materials, designs or methods prescribed by the
8.2 The warranty includes only the performance of repair work by or on behalf of HQ Pack free of charge with respect to
the delivered good, the provision of the necessary parts or the replacement of the good in question, such at HQ
Pack's discretion. If the options referred to above are no longer possible, the Purchaser will be entitled to reasonable
compensation up to the amount of the purchase price of the defect good or the defect part thereof in lieu thereof.
8.3 If the designs or packaging are or will be tested by an independent external party and pass this test, HQ Pack and the
Purchaser may agree to expand the warranty as referred to in this article, in the sense that the warranty provided in
that case will also include reimbursement by HQ Pack of the cost price of the good that was packaged in the
packaging and/or on the basis of the design provided by HQ Pack, but only if and to the extent that the damage to the
good in question has arisen solely as a result of an attributable failure to perform on the part of HQ Pack with respect
to the good delivered by HQ Pack and payment is made under the insurance contract taken out by HQ Pack.
8.4 The warranty referred to above lapses if, in HQ Pack's opinion:
- the Purchaser has stored, installed or used the goods carelessly, has used the goods other than as specified, or if
the goods are subject to normal wear and tear, have been treated inexpertly, maintained by third parties and/or
- the Purchaser has not complained on time in accordance with Article 6;
- the good to be delivered and/or the service to be provided changes;
- the Purchaser has not afforded HQ Pack the opportunity to remedy the defect within one month after receiving the
8.5 Goods which are replaced in accordance with the provisions of this article become the property of HQ Pack without
any further juridical act being required. The same applies to parts which become available during replacement; these
remain/become the property of HQ Pack.
8.6 HQ Pack may require, as a condition for the fulfilment of its warranty commitments, that the Purchaser send the good
which qualifies for the warranty to an address to be specified by it carriage paid.
8.7 The warranty commitment included in this article will never apply for longer than a period of twelve (12) months after
delivery of the good in question.
Article 9: Liability
9.1 The liability for an attributable failure on the part of HQ Pack in relation to the contract is limited to direct damage or
loss and to an amount of EUR 5,000 per calendar year and EUR 25,000 in total. To the extent that HQ Pack's liability
relates to the storage of goods, the liability is limited to direct damage or loss and to an amount of EUR 50,000 per
calendar year. These amounts will be reduced by the costs that HQ Pack incurs in performing the warranty obligations
of Article 8. Direct damage or loss is exclusively understood to mean: the costs relating to the determination of the
damage or loss and/or repair costs, damage to goods of the Purchaser caused by HQ Pack during the performance
under this contract, and damage to goods of the Purchaser in transport caused by the use of the goods delivered by
HQ Pack. In the case of the aforementioned transport damage, HQ Pack's liability lapses if i) the Purchaser has
packed the damaged goods itself, ii) the Purchaser cannot demonstrably exclude that the damage was also caused in
another way or iii) the damage has not been reported in writing to HQ Pack within fourteen (14) calendar days after
the Purchaser discovered or reasonably should have discovered the damage.
9.2 With the exception of the damage mentioned in paragraph 1, HQ Pack's liability for other damage, explicitly including:
lost profit, loss of production, discounts or penalties, damage caused by delay, pure economic damage, etc., is
9.3 HQ Pack is not liable for damage resulting from incorrect or incomplete information provided by the Purchaser.
9.4 The Purchaser indemnifies HQ Pack against all third-party claims relating to the contract or due to product liability as
a result of a defect in a product or system delivered by the Purchaser to a third party that consisted in part of goods
delivered by HQ Pack, except if and in so far as the Purchaser proves that the damage was caused by the goods
delivered by HQ Pack.
9.5 Any liability of HQ Pack expires one year after the performance is rendered.
Article 10: Confidentiality
10.1 Each of the parties warrants that all information of a confidential nature received from the other party before and after
entering into the contract will remain confidential. Information will in any event be considered confidential if it is
designated as such by either party or if a party can reasonably expect that the information concerned may be
confidential. Any data, specifications or other information made available to the Purchaser in the context of the
performance of this contract will be considered confidential. Each party is obliged, at the request of the other party, to
immediately return or destroy confidential information received from the other party as well as any copies thereof, to
the extent reasonably possible.
10.2 Without HQ Pack's prior written approval, the Purchaser is not permitted to disclose its relationship with HQ in
publications, advertisements or otherwise in written or oral form, or to use any HQ Pack figurative mark.
Article 11: Force majeure
11.1 Any obligation of HQ Pack to perform the contract will be suspended for as long as performance is not or not
11.2 There is force majeure in the event of a circumstance beyond a party's control, including, but not limited to, fire,
flooding, strikes, epidemics, war, government measures, sabotage, terrorism, natural disasters, release of hazardous
gases or substances, non-availability or late availability of licences, trade embargoes, labour disturbances, electricity
failures, operational failures, attributable failure to perform or delay on the part of HQ Pack's supplier(s) and auxiliary
persons and non-availability or late or insufficient availability of materials, transport, fuel, energy and labour. The party
in default is obliged to inform the other party of such a circumstance within a reasonable term.
11.3 If performance is permanently impossible due to force majeure or if performance is suspended for more than sixty (60)
calendar days, or as much earlier as desired, the parties will enter into consultations in order to find a solution. If the
force majeure lasts longer than seventy-five (75) calendar days, either party may fully or partly dissolve the contract in
Article 12: Termination
12.1 In addition to the statutory grounds for termination (“opzeggen””) and dissolution (“ontbinden”), each party has the
right to fully or partly terminate the contract in writing with immediate effect if the other party applies for suspension of
payments, has been declared bankrupt or ceases its activities.
12.2 To the extent that it concerns a contract for services, the Purchaser has the right to terminate the contract, with due
observance of one month's notice.
12.3 To the extent that it concerns a continuing performance contract, each of the parties has the right to terminate the
contract, with due observance of three month' notice.
12.4 In the event of termination or dissolution of the contract, or a part thereof, HQ Pack will cease the performance of the
contract, or the relevant part thereof, as soon as the notice of termination or dissolution has been sent or received by
HQ Pack. In that case, HQ Pack will make every effort to minimise all costs in relation to the contract. After consulting
with the Purchaser, HQ Pack will decide whether goods can be delivered in parts for the benefit of the Purchaser.
Goods delivered by HQ Pack under the contract that have not yet been paid for by the Purchaser are HQ Pack's
property in accordance with Article 5 and must be paid for in full by the Purchaser immediately and without reservation
after termination or dissolution, or returned if the Purchaser is unable to pay.
12.5 Once the termination or dissolution has taken effect, HQ Pack is entitled to charge the full price of the contract, less
the costs saved and the value of the returned goods. If no total price has been agreed, HQ Pack is entitled to charge
the value of the performance, to be increased by the costs resulting from the termination or dissolution. In the event of
dissolution, this provision does not affect the parties' right to claim damages from the other party.
Article 13: Applicable law
13.1 The offers of HQ Pack and the contract between the parties are governed exclusively by Dutch law. The U.N.
Convention on Contracts for the International Sale of Goods (also known as the CISG) does not apply in this regard.
13.2 All disputes – including those regarded as such by only one of the parties – arising from an offer to the Purchaser or
the contract will in the first instance be settled exclusively by the competent court in Eindhoven, the Netherlands