General Sales Terms and Conditions – BioBag International AS

General acceptance

These General Sales Terms and Conditions (“GSTC“) set out the rights and obligations in the relationship between the customer, as a purchaser of any products from BioBag International AS (“BBIAS“), and BBIAS.

Unless otherwise agreed in writing or specified in BBIAS’ order confirmation, the GSTC applies to any and all purchases of BBIAS’ products, and supersedes all other documents concerning the products, including the Buyer’s purchase conditions (if any).

By submitting purchase orders to BBIAS, the customer accepts to be bound by the GSTC currently in force at the date of the purchase order. The GSTC in force at all times, will be published on BBIAS’ website.

Purchase process

The customer may order products from BBIAS by submitting purchase orders. Purchase orders become binding for the customer upon the issuance by BBIAS of a written order confirmation, or, if no order confirmation is issued, upon delivery of the products.

Any changes in BBIAS’ offers and the customer’s purchase orders after the order has become binding must be agreed in writing.

Printing blocks

BBIAS will provide the customer with printing blocks (clichés) with suggested artworks to be printed on the products. In order for BBIAS to be able to order such printing blocks in time for the production, BBIAS must receive the customer’s approval no later than 2 weeks before production start-up. If the customer’s approval is received by BBIAS later than 2 weeks before production start up, this may cause several weeks of delay in delivery, for which BBIAS shall not be liable.

Samples

For new products, BBIAS may, in its own discretion, offer the customer a limited number of free test samples. Should the customer want further products of the same type, such products will be invoiced by BBIAS according to BBIAS’ price list.

The test samples are primarily shipped together with standard stock products where the customer pays for the freight. If no standard stock products are to be shipped within reasonable time, BBIAS may ask the customer if the customer wants to receive free test samples, in which case the customer will be invoiced for freight costs.

The customer may order a maximum of 5 cartons of test samples free of charge for exhibition and tender purposes. The customer shall cover the freight costs.

Full cartons: When ordering full cartons, test samples will be sent from Vandenbroeck in Belgium.

Less than full cartons: test samples will be repacked and sent from the head office in Askim.

The customer acknowledges that any samples of BBIAS’ products that are provided to the customer shall be used for test purposes only and at the customer’s own risk. BBIAS disclaims any and all liability in respect of the customer’s use of test samples.

The applicable tolerances must be observed.

Price

All prices quoted are ex-works, and exclusive of any VAT, customs import duties and other public charges and taxes, unless otherwise expressly agreed. Transport packing is included in the quoted prices.

BBIAS’ product prices are subject to changes until the customer’s purchase order has become binding. Such changes in product prices will take effect from the date on which the new product prices have been communicated to the customer.

BBIAS may, after the purchase order has become binding, only change the prices as a consequence of increases in production costs, material prices, applicable public charges or changes in foreign exchange rates.

Delivery

The products shall be delivered within a time period to be agreed upon between the parties, or, if no such agreement has been made, within reasonable time from BBIAS’ issuance of the order confirmation.

The delivery time does not start to run before all necessary documents and, (if applicable) any part- or pre-payment has been received by BBIAS. If the parties have agreed that BBIAS shall ship the products to a specific location, then BBIAS shall, in its sole discretion, decide the packaging, mode of transport and transport route for the shipment.

All delivery terms mentioned in this GSTC are according to “Incoterms 2010”.

Tolerances and quantity requirements

Quantity. Deviations in quantity of +/- 10% compared to the ordered quantity of products shall be considered compliant with the order, and therefore not constitute a breach of contract.

Dimensions: The following tolerances apply to dimensions for bags, sacks/liners and carrier bags:

WidthLengthWeight
+/- 10 mm+/- 10 mm+/- 10 %

The parties may agree on other tolerance and quantity levels.

BBIAS’ liability in the event that the delivery of products represents a breach of contract is comprehensively set out in the section “Limitation of liability” below.

The customer’s inspection. Claim procedure

The customer shall promptly inspect the products upon delivery.

In case of delivery of defect or incorrect products, or deviations in dimensions or quantity in excess of what falls within the accepted limits in section “Tolerances and quantity requirements” above, the customer shall provide written notice to BBIAS by telefax within 2 (two) working days after receipt of the products. The written notice shall include a copy of the bill of loading, signed by the transporter at the place of discharge, and describe the actual default.

A claim must be received by BBIAS, in writing, within 15 days after the delivery of the products. Samples are to be collected and sent to BBIAS for evaluation. BBIAS shall, after having received the claim, evaluate and handle the claim within 15 days. BBIAS’ liability in the event of defects in products or other breaches of contract are comprehensively regulated in section “Limitation of liability” below.

Delayed delivery

BBIAS shall immediately notify the customer, by fax or email, if BBIAS expects late delivery of the products. The notice shall state the reason for delay and indicate a new date of delivery.

If the delay has lasted, or BBIAS notifies the customer that it can be expected to last, for more than two months from the agreed delivery date, the customer may terminate the purchase order to which the delay relates and receive a pay back of any pre-paid amounts.

In the event of a termination under this section, the customer shall be entitled to compensation for direct and documented loss caused by the delay in a maximum amount corresponding to the purchase amount for the products to which the delay relates.

If the delay is caused by Force Majeure, the provisions in section “Force Majeure” below shall apply.

Payment

Title to the delivered products shall remain with BBIAS until all invoices has been paid in full.

Should the customer fail to make the payment in accordance with the payment terms agreed between the parties, BBIAS shall be entitled to suspend work and/or delivery of any products that the customer has ordered from BBIAS. Such suspension of work and/or delivery shall not prejudice any other remedies that BBIAS may have.

BBIAS’ invoice is irrevocably assigned to DNB Bank ASA, P.O.Box 6579 Etterstad, NO-0607 Oslo, Norway (“DNB”), to which payment shall be made in the currency of the invoice. DNB is authorized to give valid discharge for payment of the amount due.

Cancellation

The customer is not entitled to cancel, suspend or vary any order that has become binding. BBIAS may, in its sole discretion, accept such cancellation, suspension or variation, and is free to set conditions for such acceptance, hereunder (without limitation) that the customer compensates BBIAS for any documented costs.

Limitation of liability

If the products are incorrect, defect due to a production error, or in the event of deviations in dimensions or quantity in excess of what falls within the accepted limits in section “Tolerances and quantity requirements” above, BBIAS may in its sole discretion choose to either

a) remedy the defect or deficiency by providing replacement products, or
b) issue a credit note for the particular products to which the defect or insufficient quantity/dimensions relate.

In a claim situation any retrievable products are to be returned to BBIAS at BBIAS’ expense. These are the only remedies available to the customer in respect of defective products or insufficient quantity or dimensions.

BBIAS disclaims any and all liability for damages under this GSTC, except as otherwise expressly set out in these GSTC.
The limitation of liability does not apply if the breach of contract was caused by wilful negligence.

Trade marks

The trade marks under which our products are sold remain our exclusive property. Any unauthorized use or abuse of these trade marks or other protected material constitutes a violation of BBIAS’ trade mark rights or other intellectual property and industrial rights.

Force Majure

In the event that an unexpected situation occurs that prevents a party from performing its contractual obligations, such as labour disputes or other disruptions of a party’s business, then the obligations of the affected party shall be suspended for as long and insofar as the situation lasts, provided that the extraordinary situation lies outside the party’s control and could not reasonably have been foreseen or overcome by the affected party (“Force Majeure”). The other party’s obligations shall also be suspended in the same period. The affected party shall immediately notify the other party about the situation and the consequences it will have for the other party. Any delay in delivery from BBIAS’ suppliers shall be considered a Force Majeure event, regardless of the cause of delay.

Validity

Should any provision of these GSTC be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law. The validity, legality and enforceability of the remaining provisions shall not be affected.

Choice of law and legal venue

These GSTC shall be governed by and construed in accordance with Norwegian law.

Any dispute arising out of or in connection with these GSTC shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act. The parties agree that the arbitration proceedings shall take place in Oslo, Norway.