General Sales Terms and Conditions - BioBag International AS and BioBag Subsidiaries

1.    General – acceptance
These General Sales Terms and Conditions (“GSTC”) sets out the rights and obligations in the relationship between the customer (Customer), as a consumer, purchaser, wholesaler, distributor and reseller of any products (Products) from BioBag International AS and BioBag Subsidiaries (collectively “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 Customers’ 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.

2.    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.

3.    Printing plates (clichés)
If needed or requested by the Customer, as the case may be, BBIAS will provide the Customer with printing plates (clichés) with suggested artworks to be printed on the Products. In order for BBIAS to be able to order such printing plates in time for 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 significant delays in delivery, for which BBIAS shall not be liable.

4.    Samples
For standard Products, BBIAS may, in its own discretion, offer the Customer a limited number of free samples. Should the Customer want further Products of the same type, such Products will be invoiced by BBIAS according to BBIAS’ quoted price.

The samples are primarily shipped together with standard stock Products from the BBIAS’s warehouse identified for each transaction, where the Customer covers the freight cost.

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.

5.    Price
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.

Customer must review and approve pricing terms and conditions laid out in Annex A below before receipt of first and ongoing orders.

6.    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.

7.    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:

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.

8.    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 E-mail 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, supported by pictures of damaged Products or packaging. 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.

9.    Delayed delivery
BBIAS shall immediately notify the Customer, by E-mail, 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.

10.    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.

11.    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.

12.    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

•    remedy the defect or deficiency by providing replacement Products, or
•    issue a credit note for the 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 willful negligence.

13.    Trademarks
The trademarks under which our Products are sold remain our exclusive property. Any unauthorized use or abuse of these trademarks or other protected material constitutes a violation of BBIAS’ trademark rights or other intellectual property and industrial rights.

14.    Customer’s re-sale obligations
Customers purchasing BBIAS’ Products for resale or other distribution agree to comply with this clause. 

Unless otherwise agreed with BBIAS’ in writing, Customer may only purchase Products for resale to consumers and end user customers and may not resell Products to distributors or for further distribution in any manner and within the designated territory, if any.

In addition to any geographic or other restrictions on Customer’s ability to resell the Products, Customer may not advertise or sell the Products on any online marketplace, without a specific written letter from BBIAS’. Customer, whether selling to Products on the market to consumers and end user customers or through any online marketplace, where authorized, agrees to use current images, brand, trademarks and a compliant product communication in relation to the description of Products and in line with the BBIAS’ product communication guidelines.

Customer agrees to handle and store the Products in compliance with generally standards applied to the Products. Customer, whether selling to consumers and end user customers or through any online marketplace, where authorized, shall abide to the shelf-life date indicated on packaging.

Customer shall agree to preserve package of Products in the original shape and set-up, without possibility of separation, repackaging or bundling. Customer shall also preserve any labels, tags, serial numbers, lot numbers or other labels affixed by BBIAS to the Product (or within Product packaging) in the form affixed by BBIAS and to ensure that the same are not removed, modified, altered or obscured in any way. 

If Customer has information, or reasonably suspects, that any person is purchasing and reselling or distributing Products in a manner not authorized by BBIAS’s Customer must promptly notify BBIAS.

Upon request Customer must provide BBIAS with any supplemental information, documents and reports in order to validate Customers ’s compliance with this clause.

Except as otherwise expressly provided herein, Customer shall indemnify, defend, save and hold harmless BBIAS from and against any and all claims, and any other losses, liabilities, actions damages and demands whatsoever that may arise from, or are incurred in connection with any breach of present clause by Customer Such indemnification shall include BBIAS’s legal fees and costs, if any, incurred in connection with a claim or any other enforcement of this clause.

BBIAS reserves the right to update, amend or modify this clause at any time. Unless otherwise provided, such amendments will take effect immediately, and a Customer’s continued use, advertising, offering for sale, or sale of the products will be deemed Customer’s acceptance of the amendments. 

If BBIAS determines that a Customer is in violation of this clause, BBIAS may take any and all appropriate legal action, including, but not limited to, prohibiting Customer from advertising or selling the Products as well as refusing to accept orders from the Customer.

Any communication and questions regarding this clause must be emailed to: compliance@biobagusa.com.

15.    Force Majeure
In the event that an unexpected situation occurs that prevents a party from performing its contractual obligations, such as labor 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.

16.    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.

17.    Choice of law and legal venue
These GSTC shall be governed by and construed in accordance with the Laws of Florida USA.

Any dispute arising out of or in connection with these GSTC shall be finally settled by the court which has jurisdiction according to the applicable Laws. 

Annex A

Pricing
•    For best product quality, please purchase what can be sold in 6 months or less
•    You may mix/match products to achieve volume price discounts
•    Allow 10- 15 business days for in stock orders
•    Pick up allowance of 5%
•    Additional services/accessorial items the carrier provides outside of standard shipping and receiving will be invoiced separately (includes but not limited to: lift gate, residential, inside delivery, limited access, redirection/redelivery, storage)

Damages and Returns
•    Damages/missing items must be reported with driver at time of delivery in order to receive credit for losses
•    All returns are subject to preapproval
•    Returns will not be accepted after 60 days
•    Shipping costs for returns shall be paid by customer
•    Returned items will be subject to a 5% restocking fee (minimum $30, maximum $2500 per return occurrence)