1. General

1.1 These general terms and conditions of sale (“General Terms and Conditions”) apply to any sale of products or services, or to any offer, quotation, etc., by Indupack BV, with its registered office at Simon Stevinstraat 11, 3920 Lommel, and with company number 0866.504.958 (RLE Antwerp, Division Hasselt) (hereinafter: “Indupack”), to its customers (hereinafter: “Customer”).

1.2 By placing an order with Indupack, the Customer accepts the application of these general terms and conditions and waives the application of its own general (purchase) terms and conditions. The parties exclude the application of Article 5.23, paragraphs 3 and 4, of the Belgian Civil Code and agree that the “knock-out rule” contained therein does not apply to their contractual relationship.

1.3 Indupack reserves the right to amend and/or supplement these General Terms and Conditions at any time, subject to prior notice and acceptance by the Customer. For orders already placed and the resulting agreements, the General Terms and Conditions that are or were applicable at the time of the order shall continue to apply.

2. Quotation – Order – Agreement – Cancellation

2.1 Indupack’s quotations are non-binding and valid for 30 days from the date of the quotation, unless otherwise indicated. Only the characteristics of the goods specifically indicated in the quotation shall be considered valid. All other information provided in catalogues, samples, photographs, sketches, plans, and other documentation (whether online or offline) is provided solely for informational and illustrative purposes. Indupack reserves the right at all times to make changes to the products offered. The Customer is responsible for assessing whether the goods are suitable for their intended use.

2.2 Orders are valid and binding only if they are confirmed in writing. Orders can be accepted only subject to availability from Indupack’s suppliers.

2.3 The order will be fulfilled based on the information provided by the Customer. Indupack is not responsible for errors in this information.

2.4 An order is irrevocable and binding on the Customer, unless otherwise agreed in writing. In the event of a unilateral cancellation of an order prior to delivery, the Customer is obligated to pay a lump-sum compensation equal to 15% of the total value of the order, without prejudice to Indupack’s right to claim compensation for any greater damages.

3. Delivery

3.1 Indupack’s delivery times are always indicative. A delay in delivery or performance does not entitle the Customer to cancel an order or claim damages, unless such delay exceeds 60 days and has not been remedied within 30 days after a prior notice of default sent by certified mail.

3.2 For deliveries to the Corporate-Customer, delivery shall be made, unless otherwise agreed, “ex works” (INCOTERMS 2020). The goods will be made available at the agreed location and time. From that moment on, all costs and risks, including loading, transport, and unloading, shall be borne entirely by the Customer. The Customer is obligated to take delivery of the goods in a timely manner and is solely responsible for loading and collecting the goods. Failure to do so entitles Indupack to charge the Customer storage fees or, after issuing a notice of default, to terminate the agreement with a lump-sum compensation equal to 50% of the ordered goods, without prejudice to Indupack’s right to claim higher damages.

4. Price

4.1 The agreement is concluded at the prices stated on the order form/quote and in accordance with the payment method specified therein, except in the case of mutually agreed-upon deviations that have been confirmed by Indupack. Indupack may increase the price if, between the time the agreement is concluded and/or the order is placed, on the one hand, and the date of delivery of services and/or goods, on the other hand, there is an increase in the prices of raw materials or other components affecting the price (including energy costs, fuel costs, tax rates, etc.). In that case, Indupack will inform the Customer of this in a timely manner and in advance.

4.2 The price increase will be calculated according to the following formula: p = P x ((a x s/S) + (b x i/I) + (c x t/T) + d)), where p = new price, P = agreed-upon price, a = 40% (estimated share of s/S in the price), s/S = the change in total raw material costs within Indupack between the date on which the price was agreed upon and the date on which the price increase takes effect, b = 30% (estimated share of i/I in the price), i/I = the level of increase in total labor costs within Indupack between the date the price was agreed upon and the date the price increase is applied, c = 10% (estimated share of t/T in the price), t/T = the increase in total energy and fuel costs within Indupack between the date the price was agreed upon and the date the price increase takes effect, d = 20%).

4.3 All prices are exclusive of VAT and other costs unless explicitly stated otherwise.

5. Invoicing – Payment

5.1 Deliveries are paid in advance, based on a pro forma invoice. After delivery, the invoice is sent via the Peppol network.

5.2 VAT is reverse-charged in accordance with applicable VAT legislation. The Customer declares that it is a VAT-registered entity required to file periodic VAT returns. In the absence of a written objection within one month of receiving the invoice, the Customer is deemed to have confirmed this status. If it subsequently appears that the Customer does not meet the conditions for the application of the reverse charge mechanism, the Customer shall indemnify Indupack against all resulting consequences, including, but not limited to, the VAT due, late-payment interest, and administrative fines.

5.3 The Customer acknowledges that, as of January 1, 2026, with respect to invoicing with Indupack, it has all necessary and compatible software applications, systems, infrastructure, and organizational measures, including fraud detection systems, that comply with the requirements of Art. 53, §2bis of the Belgian VAT Code, and the applicable legislation regarding electronic invoicing via the Peppol network (the “Peppol network”). This obligation applies in particular to the receipt, transmission, and issuance of structured electronic invoices. Mandatory e-invoicing via the Peppol network does not affect the application of these general terms and conditions.

5.4 The Customer remains fully responsible at all times for verifying and authenticating the invoicing data and for the careful use of the Peppol network. In this regard, the Customer shall take all reasonable measures to prevent fraud, manipulation, or unauthorized use of the Peppol network. Any failure by the Customer to comply with the provisions regarding e-invoicing via the Peppol network, including, but not limited to, late, incorrect, or non-use of the Peppol network, shall result in the Customer’s full and exclusive liability. This includes, among other things, situations involving non-receipt, delayed, or invalid invoices. In such cases, Indupack reserves the right to immediately suspend the delivery of products and/or services or to terminate the agreement (without prior notice of default), as well as the right to claim damages.

5.5 Any invoice for which the amount has not been paid, in whole or in part, by the due date shall, by operation of law, be subject to a fixed compensation equal to 10% of the amount due, with a minimum of EUR 50.00, without the need for a notice of default. In addition, default interest is automatically due at the statutory interest rate in accordance with the Belgian Act of August 2, 2002, on Combating Late Payment in Commercial Transactions, without the need for prior notice of default. Any month that has begun is hereby considered a full month. Partial payments will first be applied to cover costs, interest, and damages, and then deducted from the principal amount.

5.6 In the event of non-compliance with the agreed payment terms, all outstanding invoices and/or debts shall become immediately due and payable, and Indupack shall have the right, without any notice of default or judicial intervention, to suspend further deliveries and/or services or to terminate the agreement, without prejudice to its claim for full compensation. Indupack also expressly reserves the right to charge extrajudicial collection costs.

5.7 Indupack reserves the right at all times to require security for payment, both before and after the conclusion of the agreement, in which case Indupack will suspend performance of the agreement until such security has been provided and/or the advance payment has been received by Indupack. If the Customer refuses to make the advance payment, Indupack is entitled to terminate the agreement without prior notice of default, and the Customer is liable for any resulting damages.

6. Defects – Complaints

6.1 The Customer agrees to accept the purchased goods immediately upon delivery and to verify whether the quality and/or quantity of the delivered goods corresponds to what was agreed upon. The goods are deemed to have been accepted at the time of delivery.

6.2 Any visible defects in the delivered goods must be reported to Indupack in writing immediately and no later than 48 hours after delivery, under penalty of forfeiture. Regardless of any reservations expressed by the Customer upon receipt, the portion of the order that was delivered in good condition and in accordance with the order must be paid for at the agreed-upon price and in accordance with the payment terms agreed upon at the time of the order.

6.3 Complaints regarding visible defects are valid and will be investigated only on the condition that the goods sold have not yet been put into use or resold.

6.4 Hidden defects must be reported within three (3) business days of their discovery, failing which the right to claim will lapse.

6.5 Minor deviations (approximately 2%) in models, colors, sizes, or finish cannot serve as grounds for full or partial termination of the agreement, nor can they be considered grounds for a complaint or compensation.

6.6 In the event that defects occur and are reported in a timely manner, Indupack reserves the right, at its sole discretion, to repair the defects, replace the product, or refund the price in full or in part.

7. Liability

7.1 Except in cases of fraud, willful misconduct, or gross negligence, Indupack cannot be held liable for any indirect or consequential damages, including but not limited to loss of profits, financial loss, personnel costs, loss of income, damage to third parties, or other economic losses.

7.2 Indupack is not liable for damages resulting from inaccuracies in advice, information, or data provided by it, unless such inaccuracies are the result of willful misconduct or gross negligence.

7.3 If Indupack were to be held liable for any reason whatsoever, its liability shall be limited to the lesser of (i) the amount of the price paid by the Customer for the goods or services in question and (ii) the amount actually paid out under Indupack’s applicable liability insurance.

8. Retention of Title

Ownership of the ordered goods will not be transferred until full payment of the price has been made, plus any applicable costs, interest, and damages. The Customer shall keep the goods on behalf of Indupack and shall keep them in safe custody. The goods shall be identified as the property of Indupack. If the goods are nevertheless resold, the Customer’s claim against its own customer shall also be assigned to Indupack, without prejudice to the Customer’s own liability toward Indupack. Nevertheless, no tools, equipment, molds, or technical data, even if invoiced, shall be transferred to the Customer. Indupack retains ownership thereof and is responsible for their maintenance.

9. Termination

9.1 Indupack has the right to terminate the agreement with the Customer at any time, with immediate effect, without judicial intervention, without prior notice of default, and without payment of any compensation, in the following cases:

9.1.1 If the Customer, despite a written notice of default allowing a period of at least seven (7) calendar days, fails to (timely and properly) fulfil one or more obligations arising from the agreement;

9.1.2 In the event of suspension of payments, failure to pay by the specified due date, dissolution, liquidation, judicial reorganization, insolvency, or (the filing of) a bankruptcy petition by the Customer;

9.1.3 In the event of the Customer’s liquidation or cessation of business;

9.1.4 If the legal status or control over the Customer changes;

9.1.5 If (part of) the Customer’s assets are seized;

9.1.6 If the Customer refuses to make an advance payment or to provide other security requested by Indupack.

9.2 The termination applies to all undelivered shipments or a portion thereof, as well as to any subsequent shipments, and further results in the immediate suspension of any new shipment, as well as the immediate and automatic enforceability of any other shipment or not-yet-due invoice, without the need for a separate notice of default. Any advance payment made by the Customer shall be applied first and foremost to the settlement of the unpaid portion of the debt.

10. Force Majeure

In the event of a breach of the agreement that is not attributable to either party, the party affected by such breach must notify the other party within 5 business days of the occurrence in question, specifying whether the breach is permanent or temporary. The following are considered non-attributable: any event over which a party has no reasonable control, such as (but not limited to) strikes, lockouts, pandemics, sabotage, supply problems and/or shortages, delays or interruptions in transportation, fire, acts of war or terrorism, regulations, recommendations, or guidelines issued by any government or administrative body, weather conditions, technical failures, etc.

10.1 In the event of permanent non-performance, the agreement shall be terminated with immediate effect, and no claim for damages may be made. However, all services rendered up to the time of notification of the force majeure event shall become immediately due and payable. In the case of severable obligations, the agreement shall be terminated only with respect to the portion to which the force majeure event relates.

10.2 In the event of temporary non-performance, the party unable to perform must notify the other party of how long the non-performance is reasonably expected to last and for how long the agreement will be suspended. If this suspension lasts longer than 3 months, either party may terminate the agreement without being liable for any damages. In the case of severable obligations, the agreement shall be suspended only with respect to the part to which the non-attributable non-performance relates.

11. Intellectual Property Rights

In connection with the sale of printed materials and documents for commercial purposes, Indupack retains all rights to the concept, idea, electronic imagery, execution, printing films, images, drawings, creations, as well as all other copyright-protected works and related information. This also applies if costs were charged for them or if improvements were made at a later date. All intellectual property rights belong to Indupack, and the Customer may not remove any reference to them from the products. The Customer may not copy or use the items mentioned in the previous paragraph without Indupack’s written consent.

12. Processing of Personal Data

Indupack may process the Customer’s personal data in connection with the performance of the agreement. This includes, in particular, personal information (name, address, phone number, etc.), contact information (contact details, email address), and financial information (account number, payment method, etc.). Indupack will process this personal data only to the extent and to the degree necessary for the performance of the agreement and to comply with any legal obligation, after which Indupack will delete this personal data. Indupack will process this personal data for the duration of the agreement and for a period of 1 year following the end of the agreement, without prejudice to relevant and applicable regulatory retention obligations. Indupack provides adequate safeguards regarding the implementation of appropriate technical and organizational measures to ensure that the processing of personal data complies with the requirements of the General Data Protection Regulation. Indupack guarantees the security and confidentiality of this personal data. Indupack will not transfer this personal data to third parties, a third country, or an international organization, unless required to do so by law. To the extent that Indupack engages a processor to process the personal data, such processor shall be bound by the same obligations as set forth in this provision. With regard to the personal data, the Customer has the right of access, rectification, erasure, restriction of processing, data portability, objection, or opposition under the conditions and procedures set forth in the General Data Protection Regulation.

13. Miscellaneous Provisions

13.1 The fact that Indupack does not invoke any of the provisions of these General Terms and Conditions at any given time shall not be construed as a waiver of the right to invoke them later.

13.2 The agreement and the rights and obligations arising therefrom may not be transferred by the Customer without Indupack’s prior written consent.

13.3 The nullity or invalidity of any provision of these General Terms and Conditions, or of any part of any provision, shall not entail the nullity or invalidity of the entire General Terms and Conditions.

13.4 Deviations and amendments to the agreement are valid and binding only if they have been accepted in writing by all parties.

13.5 If these General Terms and Conditions are also drawn up in a language other than Dutch, the Dutch text shall prevail in the event of any discrepancies.

14. Governing Law – Competent Court

14.1 These General Terms and Conditions and any agreement between Indupack and the Customer are governed exclusively by Belgian law. The application of the Vienna Sales Convention and the rules of private international law is expressly excluded.

14.2 Any dispute concerning the formation, performance, validity, interpretation, or termination of the agreement falls under the exclusive jurisdiction of the Enterprise Court of Antwerp, Hasselt Division.