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GENERAL TERMS AND CONDITIONS uCan-Packaging

Article 1. Definitions

1.1. In the absence of an explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows.
User: uCan-Packaging, the user of these general terms and conditions.
Buyer: The user's other party to the contract, acting in the course of his profession or business, who which the user sells and delivers, and for whom the user renders services should the need arise, etc.
Contract: The contract between the user and the buyer.

Article 2: Scope of Application

2.1. These conditions are applicable to all legal relationships between the user and the buyer, including all offers, quotations, and agreements between the user and the buyer to which the user has declared these terms and conditions ap-plicable, insofar as these conditions have not been expressly departed from in writing by the parties.
2.2. These terms and conditions are further applicable to all contracts with the user that are executed with the assistance of third-parties.
2.3. Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
2.4. The applicability of any purchasing or other conditions of the buyer is express-ly rejected.
2.5. If one or more of the provisions of these general terms and conditions are in-valid or set aside, the remaining provisions of these general terms and condi-tions shall remain applicable in full. The user and the buyer will, in that case, enter into consultation with a view to making an agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.

Article 3. Offers and formation of the contract

3.1. All offers made by the user are subject to contract unless an acceptance peri-od has been expressly stated in or in relation to the quotation.
3.2. In the absence of agreement to the contrary, the prices stated in the afore-mentioned offers/quotations are exclusive of VAT and other governmental lev-ies as well as the costs incurred in relation to shipping and the contract, includ-ing forwarding and administration expenses.
3.3. The offer is based exclusively on the information provided for that purpose by the buyer, and the user can rely on the accuracy and completeness of that in-formation. The buyer guarantees the accuracy and completeness of that in-formation.
3.4. The contract is formed between the user and the buyer by means of an e-mail confirmation sent out by uCan-Packaging. The user has the right to reject any orders prior to the agreement without needing to state a reason.

Article 4: Execution of the contract

4.1. The user will execute the contract with the due care that can reasonably be expected of a good contractor. The user does not, however, guarantee that a certain result will be achieved.
4.2. All deadlines indicated by the user are indicative and are not to be regarded as firm deadlines. Exceeding these deadlines shall not oblige the user to pay any compensation for damages or give the buyer the right to dissolve the contract other than in cases of intentional act or omission or causes on par with gross negligence on the part of the user.
4.3. In cases of late delivery, the user must be held in default by the buyer before being considered to be in default.
4.4. If and in so far as required for the correct execution of the contract, the user reserves the right to have the work carried out by third-parties.
4.5. The buyer shall ensure that the user is provided in good time with all infor-mation that the user indicates is necessary and which the buyer could reason-ably be expected to realise is necessary to the execution of the contract. If the information required for the execution of the contract is not issued to the user on time, the user reserves the right to suspend execution of the contract and/or to charge the buyer with extra costs incurred as a result of the delay at the current market rates.

Article 5: Delivery & Return

5.1. We offer delivery based on EXW, FOB, and DDP terms.
5.2. Orders of common (in-stock) goods will be shipped out within 5 working days unless informed differently in writing. For custom-made and out-of-stock items, additional production times apply.
5.3. The buyer is obliged to accept the goods at the time at which the user delivers them or has them delivered to him or when they are made available to him in accordance with the contract.
5.4. If the buyer refuses to take delivery or fails to provide information or instructions necessary to the delivery, the user shall be entitled to store the goods at the buyer's expense and risk.
5.5. All prices stated on the user’s website are excluding shipping costs. The transport costs depend on the shipping method chosen and are payable by the buyer. Delivery times range from 5 to 40 working days depending on the shipping method.
5.6. In case the user is not able to meet the previously agreed shipping times, he is obligated to inform the buyer. In this situation, the buyer has the right to cancel the contract within 3 working days when the seller is at fault.
5.7. The risk of the goods shall transfer to the buyer at the time at which they are legally and/or actually delivered to the buyer and are thus placed at the buyer's disposal or a third-party nominated by the buyer for that purpose.
5.8. Regular in-stock items can be returned within 21 days as long as they have not been used or damaged by the buyer. The shipping costs of returning the items will be paid for by the buyer. Orders that have been specifically produced (non-stock items) or designed (custom made items) for the buyer cannot be returned without well-grounded reasons. Please note that the shipping costs of your parcel from China to your home country that have been charged upon checkout are not refundable. Parcels returned due to a wrong delivery address or failure to accept or pick up a parcel is not covered by refunds either. For more details on refunds and complaints, please see article 10.

Article 6: Price and costs

6.1. The price stated on the user’s website is exclusive of shipping costs, VAT and all other costs incurred in the context of the contract.
6.2. The user reserves the right to increase that price, in cases where amendments or additions are made to the contract, for example.
6.3. The user is further authorized to pass on price increases to the client if cost-determining factors such as salaries or other costs are increased between the time of the quotation and delivery.

Article 7: Payment and cancellation

7.1. Invoices are payable within 14 days of the invoice date in a manner indicated by the user and in the currency stated on the invoice, without deduction, dis-count or set-off being permitted. Objections to the level of the bills do not sus-pend the payment obligation.
7.2. Orders will be manufactured and/or shipped out once the payment has been received by the users. For all orders, the buyer is expected to pay up-front un-less agreed upon differently in writing between both parties.
7.3. If the buyer fails to remit payment within the 14-day period, the buyer shall be held in default by operation of law. The buyer shall in that case be liable for the payment of a 1.5% monthly interest rate. The interest over the payable amount shall be calculated from the time at which the buyer was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month.
7.4. In the event of the buyer being liquidated, declared bankrupt or granted sus-pension of payment, the claims of the user on the buyer shall become imme-diately due and payable.
7.5. The user reserves the right to have payments made by the buyer extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. The user can refuse a payment offer, without that being in default, if the buyer indicates a different order of allocation. The user can refuse full payment of the principal amount if the due and current in-terest and costs are not remitted at the same time.
7.6. If any payment periods are exceeded, the user has the right to discontinue further deliveries to the buyer until the full outstanding amount under all con-tracts entered into with the user has been paid. The user is in that case further entitled to send subsequent deliveries exclusively on a cash on delivery basis.
7.7. The user is not responsible for any accidental typing mistakes that lead to the communication of wrong sales prices. In case the user has accidentally com-municated the wrong price, he has the right to adjust these accordingly.
7.8. All orders of regular in-stock products can be cancelled before they have been shipped out. In case an order includes custom made items of items manufac-tured on demand for the buyer, the user has the right to charge a cancellation fee of up to 20% of the total order value with a minimum of 20 US Dollars. These costs should be paid by the buyer within 5 working days after which the order will be fully canceled.

Article 8: Retention of title

8.1. All goods delivered by the user remain the property of the user until the buyer has met in full all of the obligations under the contract entered into with the us-er; this to be decided at the user's discretion.
8.2. The buyer is not authorized to pledge or encumber in any other way the goods covered by retention of title.
8.3. In the event of third-parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the buyer is obliged to notify the user of that as soon as may reasonably be expected.
8.4. The buyer is obliged to insurance goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on demand.
8.5. Goods delivered by the user and which are covered by retention of title as provided for under paragraph 1 of this article may only be sold on in the con-text of normal business operations and may not under any circumstances be used as a means of payment. If the goods are resold, the buyer further under-takes to transfer them under retention of title.
8.6. In the event of the user wishing to exercise his property rights as provided for in this article, the buyer hereby gives unconditional and irrevocable permission, now for then, for the user or third-parties engaged by the user to enter the places where the property of the user is located and to repossess that property.

Article 9: Collection costs

9.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the buyer in connection with the consumer's non-compliance or late compliance with his payment obligations shall be for the buyer's account.
9.2. The buyer is liable for payment of statutory interest over the debt collection costs.

Article 10: Inspection, complaints, returns, and safety information

10.1. The buyer must notify the user in writing of complaints within 21 days of receiving the goods. The letter of complaint should contain a description of the failure to perform in as much detail as possible so that the seller is able to put forward an adequate response. Any in-stock product can be returned within 21 days in ‘’as new’’ condition. We only accept a return of unused and complete cases. Return shipping costs will be for account of the buyer. For custom-made items, complains should be well-grounded. Please contact us through email within 21 days after goods received for more details in case you have any complaints.
10.2. For custom-made items, it is highly recommended to order custom-made samples first to understand the capabilities of the customization method used. The buyer has the right to assume that the goods delivered with a wholesale order are of the same or higher quality than the samples. If no custom-made samples were purchased before placing a wholesale order, no refund will be given for any faults caused due to printing limitations of a certain customization method.
10.3. Custom-made items are to be inspected within the same 21-day time period. If anything is not up to standard compared to previously received custom-made samples, the seller must be informed immediately to discuss a suitable compensation.
10.4. Buyers who make use of a third-party filling facility should inform the filler of the above points. It is the buyer’s responsibility to receive feedback on the delivered goods within the 21-day time period. If the filler fails to give timely feedback, it will be at the responsibility of the buyer.
10.5. If a complaint is well-founded, the buyer will be refunded by means of a money back policy, free replacement goods, or a discount on a future order. For custom-made items that cannot be easily replaced, the latter option applies. Refunds and compensations are only given based on the product value, not on shipping fares, custom fees, and any other third party costs.
10.6. If the buyer fails to lodge a claim within the period provided for in article 10.1, all of his rights and claims of any nature regarding the subject of the complaint made or which could have been made during that period shall be null and void.
10.7. All products sold through our web pages accurately reflect the current standard and specifications of the goods. It has to be kept in mind, however, that not every item may necessarily be suitable for every kind of use. Therefore, unless otherwise stated in writing on our website, uCan-Packaging makes no guarantee that the products sold on our website are fit for any particular purpose and it is the buyers responsibility to ensure that the bought packaging materials are suitable for their needed purpose. If one is not sure, it is highly recommended to place a sample order to test your product with a specific container or closure prior to use. The above applies to both the material quality as well as the packaging capabilities (I.e. leakage, air-tightness, product reaction to material, Etc.) of our containers and closures.

Article 11: Suspension and dissolution

11.1. If the buyer fails to meet any obligation to the user or to meet it in full or on time, if the buyer is declared bankrupt or a request for his bankruptcy is filed at the court, if the buyer has applied for or been granted suspension of payment, if the buyer's company is discontinued or liquidated, if goods of the buyer are subjected to an attachment, or if the buyer is placed under administration or guardianship, the user has the right to suspend compliance with his obliga-tions to the buyer or to dissolve the contract with the buyer in full or in part, without any notice of default or legal intervention being required and without being obliged to pay any compensation for damages, without prejudice to the remaining rights of the user, including the right to claim compensation for damages.

Article 12: Liability

12.1. In the event of the user being held liable, that liability shall be limited to the provisions of this clause.
12.2. The user's liability for losses suffered by the buyer caused by the late, incom-plete or incorrect implementation of the contract shall be limited to a maximum of the invoice amount charged by the user to the buyer for the delivered goods and or the performance of services in which the cause of the loss has oc-curred. The compensation payable by the user to the client cannot however under any circumstances exceed the amount for which the user's liability is in-sured, or a maximum amount of 5,000 US Dollar if no cover is provided by that insurance, insofar as that insurance does not provide cover in the case in question. The above is subject to exception in cases of intentional act or omis-sion on par with gross negligence on the part of the user. For the purpose of this and subsequent clauses of this article the user is also defined as the us-er's employees and third-parties he has engaged in the implementation of the order.
12.3. The user cannot be held liable for losses caused by the buyer's failure to meet his obligation to provide information as provided for in article 3.3 unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of the user.
12.4. Neither can the user be held liable for losses caused by acts or omissions of third-parties engaged by the buyer during the implementation of the order, un-less those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of the user.
12.5. The user is further authorized at all times to maximally limit or reverse the buyer's loss, for which the buyer is obliged to cooperate in full.
12.6. The buyer is obliged to limit or, where possible, to reverse his or her loss and that of his or her members.
12.7. The user cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of the user.

Article 13: Indemnification

13.1. The buyer indemnifies the user against claims of third-parties regarding intel-lectual property rights on materials or information issued to the buyer and which are used during implementation of the contract.
13.2. The buyer indemnifies the user against claims of third-parties regarding losses related to or arising from the contract implemented by the user if and insofar as the user is not liable to the buyer in that respect by virtue of the provisions of article 13.

Article 14. Force majeure – Acts of god

14.1. The parties are not required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
14.2. In these general conditions, force majeure and acts of god are defined - in ad-dition to that which is deemed as such by law and legal precedent - as all cir-cumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes both natural disasters as well as human-initiated actions such as strikes at the us-er's business.
14.3. No claims for any compensation can be made by the buyer in the event of an act of god or force majeure.
14.4. If a case of an act of god or force majeure leads to an agreed date or term be-ing exceeded, the buyer has the right to dissolve the relevant contract by means of written notification to that effect. That dissolution shall not extend to goods that have already been delivered; those goods must be paid for by the user with due observance of article 7 of these general conditions.

Article 15: Applicable law and disputes

15.1. In the absence of mandatory rules of law to the contrary, the court in the user's place of establishment has exclusive competent jurisdiction.
15.2. All legal relationships between the user and the buyer to which these general conditions apply shall be governed by the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.