Terms of Sale
1.1 In these Terms of Sale (“Terms of Sale”) “Company” means Leaf Packaging ApS or its affiliate, subsidiary or agent. “Customer” means the purchasing legal entity as specified in the “Bill To” section of the Quote and/or Invoice. “Products” means the items supplied or to be supplied by the Company to the Customer.
1.2 If any provision of these Terms of Sale shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
1.3 The failure of the Company to enforce any clause or provision, or exercise any right of these Terms of Sale, or delay in such enforcement, in any instance, will not be deemed to be a waiver of any right related to this or any other sale of Product to the Customer.
1.4 Acceptance of a quotation or pro-forma invoice such as by returning a signed quotation, confirming by email, issuance of a purchase order in respect of all or part of the goods described in the quotation, and/or by making a partial or full payment of any pro-forma or commercial invoice shall constitute acceptance of these Terms of Sale in their entirety by the Customer. Any other terms or conditions described in a purchase order or other communication issued by the Customer to the Company shall not be incorporated into the agreement(s) entered into as a result of such acceptance.
1.5. These Terms of Sale, as may be updated from time to time by the Company, shall represent the sole agreement between the Company and the Customer and shall replace and supersede any previous quotations, emails and/or other agreements, whether oral or in writing.
2.1 The Company will make reasonable efforts to complete production of the Product for the Customer on or before the indicated date of delivery provided by the Company upon confirmation of receipt of order and, if applicable, paid deposit for that Product.
2.3 The delivery terms of Products made by the Company are IncoTerms: Ex-Works from our facility in Kirke Værløse DK 3500, Denmark. Product can be collected during weekdays between 8:30am and 4pm.
2.4 The Company shall not be held liable for damages, costs, penalties or any other losses resulting from the delayed delivery of any shipment, whether for any reason.
2.5 The Customer is solely responsible for any costs and/or duties and taxes that may be incurred in the shipment and delivery of the Product to the Customer.
2.6 Upon taking receipt of the Product, it is the responsibility of the Customer to inspect the Product for any shortages, loss or damage, and if any variance is found, this must be reported to the Company within two (2) businesses days of receipt of the Product.
2.7 The Company will store reasonable quantities of finished Product for the Customer for not more than fifteen (15) business days at no cost to the Customer. After this point, the Company may bill the Customer for reasonable storage costs on a per pallet per day basis. If the Customer should fail to settle storage costs, the Company may dispose of the finished Product. Any costs to dispose of unclaimed Product will be billed to the Customer.
3.1 Payment terms shall be Net Ten (10) days from date of invoice.
3.2 Failure by the Customer to pay by the required due date will result in penalty charges and interest being assessed to the full extent legally permissible in the jurisdiction governing the purchase, which shall be deemed to be the Company’s address listed on the top of each invoice.
3.3 A deposit or initial payment made by the Customer to secure an order for a Product will be non-cancellable and non-refundable.
4.1 The Company will make reasonable, regular and consistent efforts to ensure that Product made by the Company will meet the specifications agreed with the Customer.
4.2 Products made by the Company consist primarily of natural wood fibers which react to the environment they are in and as such, the weight and dimensions of the product can vary based on the humidity and temperature they are exposed to. As a result, the Customer accepts there can and will be variability in the Product and agrees that such variance does not constitute a defect or failure of the Product.
4.3 In the event that a defect is discovered, where a defect constitutes a structural failure of the Product to be able to fulfil its original intended purpose, the Customer may contact the Company with the details of the issue including the Batch Number from which the Product(s) was taken, as well as photos and/or other documentation related to the defect. The Customer will, at its expense, provide for the return of the defective Product(s) to the Company. The Company will, at its sole discretion, determine whether to refund or replace a Product found to have a defect.
4.4 The Company’s Products offers a minimum shelf life of one (1) year from the date of production, provided the Products are stored under normal indoor conditions and temperature, out of direct sunlight or exposure to excessive moisture (relative humidity between 30-60%).
4.5 Product failures that have resulted from improper or unreasonable use, incorrect storage, transport, accidents, excess moisture, fire, theft or Force Majeure are not guaranteed by the Company.
4.6 THE MAXIMUM LIABILITY OF LEAF PACKAGING APS SHALL BE FOR DAMAGES NOT EXCEEDING THE ACTUAL PURCHASE PRICE PAID BY THE CUSTOMER FOR A SPECIFIC ORDER OR ORDER(S) OF PRODUCTS. IN NO EVENT SHALL LEAF PACKAGING APS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES. Some jurisdictions do not allow limitations on the exclusion or limitation of relief, special, incidental, consequential or indirect damages, or the limitation of liability to specified amounts, so the above limitations or exclusions may not apply.
4.7 Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control. The Parties hereby acknowledge that while current events related to the Covid-19 pandemic are known, future impacts of the outbreak are unforeseeable and shall be considered a Force Majeure event to the extent that they prevent the performance of a Party’s obligations under this Agreement.
5.1 Each Production run of a Product will be given a Batch number by the Company, which shall be indicated on the final invoice and/or pallet & packaging labels related to the sale of the Product.
5.2 If the Customer sells or passes on the Products supplied by the Company to a third party entity (excluding direct individual consumers), the Customer must secure the traceability of the Products through appropriate internal systems. In the event that a product recall or product warning become necessary, the Customer must insure that the supplied Products can be found and appropriate measures can be communicated.
5.3 If the Customer does not pass on the Products to third parties, the Customer will insure that in the event of a necessary measure, the Products that remain in stock can be identified according to their originally provided Batch Number.
6.1 The Product(s) are for use and sale in the European Union. Each country in Europe, and even particular jurisdictions and territories within a country, have their own guidance and rules regarding the appropriate disposal of fiber-based waste for recycling. These rules can change from time to time, and the Company will not be liable for any changes in such guidance or rules. Regardless of any guidance or information provided by the Company in regard to a particular market, it is the Customer’s ultimate responsibility to independently verify the appropriate waste fraction for the Product and purchase and use of the Product(s) constitute that this verification has been or will be undertaken by the Customer.
6.2 The Company makes no claims of suitability for use in any markets outside of the European Union and sale to or use in such markets is at the Customer’s sole risk.
7.1 The equipment used to manufacture the Product(s) by the Company for the Customer, as well as the fiber formulae and related know-how are the sole property of the Company, EXCEPT for such custom production assets (“Production Moulds and/or Trimming Tools”) unique to the Product which have been specifically itemized, quoted to, ordered for, invoiced to AND paid for by the Customer.
7.2 If not paid for in full by the Customer, ownership of any Production Moulds and/or Trimming Tools will remain with the Company until such assets are paid up in full, and should the Customer, for whatever reason, not fully pay for said assets, they will remain the property of the Company. Once paid in full, the Customer may choose to collect, at its own expense, the Production Moulds and/or Trimming Tools from the Company by giving at least ten (10) days written notice of such intention.
7.3 The Company will maintain the Production Moulds and/or Trimming Tools in good order for the use in the manufacture of the Product(s). General ongoing day-to-day maintenance, such as cleaning during production, will be undertaken by the Company at its cost and expense.
7.4 Updates, upgrades and/or replacement parts such as, but not limited to, production mould meshes and trimming tool blades that have an expected finite life, will be billed to the Customer by the Company. In no event will the Company undertake any such investment in a Production Mould and/or Trimming Tool without providing a quotation to the Customer and receiving written approval for such investment from the Customer. The Customer acknowledges that such investments may need to be made from time to time to maintain quality output, and that failing to do so, may negatively impact the Company’s ability to continue to produce Product(s) that meet the quoted pricing by the Company and/or required specifications of the Customer.
7.5 Product Moulds and Trimming Tools will be stored by the Company at no expense between production orders, provided, however, that not more than nine (9) months have passed since the last production order from the Customer. After a nine-month period of non-use, the Company may require the Customer to pay regular storage fees. If the Company receives no production orders and the Customer refuses to pay storage fees, the Company may dispose of the moulds and tools without any compensation to the Client after ten (10) business days of having provided a written warning to the Client of its intention to do so.
8.1 The trademarks of the Company and the Customer are their sole and exclusive property, and nothing in these terms will constitute a right to use the other party’s trademark. Consent of a non-exclusive right for trademark use must be granted in writing by a party if their trademark is to be used by the other party.
8.2 Use of the “FSC” trademark by the Customer can only be taken into effect with an agreement with the Forest Stewardship Council and the Customer. No use of the FSC trademark may be made without such an agreement. Nothing in these terms or any sale/purchase agreement between the Company and the Customer will constitute a right to use any FSC trademark without the prior approval of the Forest Stewardship Council.
9.1 These Terms of Sale and any details related to the sale of the Product(s) to the Client are Confidential and may not be publicly disclosed by either party to any third party without written consent from the other party.