GENERAL PURCHASE TERMS AND CONDITIONS OF BUVA rationele bouwprodukten B.V. Article 1
These general purchase terms and conditions are applicable to all our requests, orders and the agreement deriving from the same. Provisions and general terms and conditions of the supplier shall only have binding effect on us if and to the extent that they were accepted by us in writing. Through acceptance of our order the supplier waives its own general terms and conditions. Changes in the agreement shall only be valid if they were stipulated in writing between us and the supplier. Article 2
A proposal of the supplier is binding for the period that is specified in the offer. If a period is not mentioned then the proposal is valid for 6 months.
The agreement is deemed to have been concluded when the order confirmation duly signed by the supplier or a copy of our order duly signed by the supplier has been received by us. In conformity with the provisions of the order the supplier must send us a confirmation or copy of the order within 7 days after the date, failing which the supplier is deemed to have accepted the order. If the supplier does not send a written acceptance, however immediately sends the goods within the acceptance period of 7 days, then the supplier is deemed to accept the order as it reads. Nonetheless we are entitled to suspend our payment obligations until the confirmation or copy of the order is in our possession. Article 3
Drawings, models, calculations, specifications, instructions and the like that we supplied to the supplier, or that the supplier created or purchased for and on our instruction and at our expense, remain or become our property in the course of which we are qualified as their maker or designer. The said tools are clearly marked by the supplier as our property. They cannot be reproduced, copied or made available to third parties or otherwise be used by the supplier other than exclusively for the present order. Goods and methods that the supplier developed in association with us or under our authority are exclusively vested in us and cannot, other than with our written consent, be made available to third parties. Knowledge acquired by the supplier during the said development is exclusively at our disposal and is not disclosed by the supplier to third parties or used by the supplier for the benefit of third parties, other than with written consent. If the supplier does not send (return) the tools to us at the time of the last delivery or not completely or damaged then we are entitled to suspend the payment. Article 4
The supplier shall insure any and all tools and goods that the supplier received / shall receive from us sufficiently against any and all damages, which may be inflicted on the same as long as they are in the possession of the same. Article 5
The supplier shall be liable for any and all adverse consequences if the supplier discovers errors and/or inaccuracies in descriptions, drawings and the like supplied by us, which the supplier should reasonably have discovered earlier in case of an accurate reading and failed to immediately inform us accordingly in writing. Article 6
The supplier indemnifies us against any and all claims of third parties (including our client) on account of non-compliance by the supplier with its contractual and statutory obligations. The supplier shall be liable for any and all damages, including trading losses and operating costs, that we and/or third parties (including our client) may incur as a result of its breach of contract or unlawful act. Damages are also understood to include consequential damages. The supplier is held to insure the financial consequences of its liability as intended in this article for a sufficient amount. Article 7
The supplier indemnifies us against damages due to an infringement of copyrights and/or patent rights. Article 8
The supplier guarantees, without prejudice to the provisions set forth in section 17 of Book 7 of the Dutch Civil Code, that the goods to be delivered:
- are of good quality, were manufactured of solid materials and are free from design and manufacturing errors;
- are in conformity with the description, model or sample and in accordance with the agreement in terms of quantity, dimensions and weight;
- comply with the statutory requirements and other official provisions that are applicable at the time of the delivery.
If a warranty period has been stipulated between the parties then it can never be interpreted in such manner that our existing rights, on the basis of Dutch law, can thus be restricted after expiry of the warranty period. Article 9
The transport of goods shall be at the risk and expense of the supplier. The supplier shall be liable for damage to or loss of goods caused during the loading, during the transport and/or during the unloading as also for damage arising due to insufficient packaging. The supplier must take out sufficient insurance against risks during the transport. Loading and unloading outside our normal working hours can only take place after our prior consent. The supplier must inform its carrier accordingly. Any and all usual packaging becomes our property upon delivery. Returnable packaging must be marked clearly as such by the supplier. Article 10
The supplier must deliver the goods at the location(s) and in the manner as determined in the order or as stipulated afterwards. The delivery period specified in the agreement has binding effect on the supplier. We reserve the right to further determine the time of delivery on call. If the call is later than the delivery period specified in the agreement then this shall not entitle to a price change or other compensations. If a delivery period was stipulated then it takes effect on the date that Buva supplied the order to the supplier. The delivery takes place upon release of the goods at the address specified by us. If, for any reason whatsoever, we are not able to take receipt of the goods at the stipulated time and they are ready for shipment then the supplier shall store the goods, secure them and take all reasonable measures in order to prevent the deterioration in the quality until they have been delivered; the latter for a reasonable fee. As soon as the supplier knows or expects that the goods shall not be delivered in time, the supplier must immediately inform our purchasing department accordingly, stating the relevant reasons. Failing this kind of notification, later reliance on force majeure shall no longer be honoured. In case a penalty clause was stipulated for overstepping of the delivery period, the penalty shall not take the place of compensation for costs, damages and interest. Article 11
Potential certificates, attestations, packing lists, instruction booklets, spare parts lists and maintenance rules and the like pertain to the delivery and must be delivered simultaneously or earlier with it. Failing the same we can suspend the payment until they are in our possession. Article 12
The delivery is deemed to have been accepted by us when the delivery was approved. Approval shall not release the supplier from any liability. Approval and acceptance are only applicable to the quantity and the external appearance of the delivered goods. Up to one month after the date of delivery we are entitled to reject the delivered goods. If the delivery is rejected then we immediately inform the supplier accordingly. In case of rejection the supplier must forthwith, however at most within one week after notification, and in consultation with us remedy the shortcomings in its product(s). The relevant costs are at the expense of the supplier.
Payments for rejected deliveries are suspended by us. If remedy is not possible, or is not responsible in consideration of the time and costs to be spent on the same, then we are entitled to return the goods at the risk and expense of the supplier and to again claim delivery with a new delivery period, without prejudice to our right to compensation. If agreement cannot be reached about the new delivery then we are authorised to rescind the agreement in conformity with article 17 of these terms and conditions. Following the return delivery the title of the goods again transfers to the supplier. Amounts that may already have been paid in advance with regard to returned and rejected goods must immediately be repaid. Article 13
The title of the goods shall transfer to us at the moment that they were delivered and approved in conformity with the agreement. If the supplier postpones the shipment at our request then the title of the goods shall transfer to us on the date that is stipulated further to this end and effective from the said date the supplier is held to store the goods as our recognisable property. The goods shall then remain at the risk of the supplier as the custodian of the goods until the goods were delivered at the stipulated location(s). The supplier must take out sufficient insurance for this. Article 14
The price specified in the agreement is fixed. Changes in prices, wages, costs, taxes and other cost-increasing factors cannot be settled. Any and all prices are applicable to carriage paid delivery of the goods at the stipulated location(s) and are inclusive of any and all costs of packaging, loading, transport, unloading of the goods and costs of insurance. Prices are exclusive of VAT. Article 15
The invoices to be sent to us by the supplier must comply with the requirements imposed by the Dutch Turnover Tax Act 1968. The supplier must clearly and transparently indicate at least the following information on the order confirmation, packing list and invoice:
- the number of our order
- our product number
- a description of the product in accordance with our order
The order confirmation and the invoice must also contain the prices. We are entitled to suspend payment if the packing lists are incomplete.
Invoices that do not comply with the requirements imposed in this article are returned without being processed. Article 16
Payment takes place in conformity with the stipulated payment terms. Payment shall not release the supplier from any warranty and/or liability, deriving from the agreement or by law. Payment shall not affect the authority as intended in article 12 to reject the delivered goods. We are entitled to settle our claims vis-à-vis the supplier, on any account whatsoever, with anything that we are liable to pay to the supplier. The supplier cannot rely on debt settlement. Article 17
In the following instances we are entitled to rescind the agreement either in whole or in part, without a further notice of default or judicial intervention being required, through a mere written notification, without prejudice to our right to compensation:
1. if the supplier is declared insolvent, applies for (provisional) suspension of payment or is pursuant to a statutory provision placed under administration, receivership or guardianship or if an attachment is imposed on its assets;
2. if the supplier transfers, liquidates or discontinues (parts of) its business, either in whole or in part;
3. if the supplier does not comply with one or more of its obligations with regard to the agreement or not in a timely fashion or not properly (this also includes reliance on force majeure by the supplier).
In case of partial rescission we can, without prejudice to our right to compensation for damages and costs, at our sole discretion:
1. return the already delivered goods that cannot be used (anymore) at the risk and expense of the supplier and claim back payments that have already been made for the said goods;
2. complete the agreement after written notification or have third parties complete it.
Any and all claims that we may have or acquire vis-à-vis the supplier in the said instances, including potential claims for compensation for damages and costs, immediately fall due in full. Article 18
Dutch law is exclusively applicable to the agreement concluded by and between us and the supplier and to the disputes deriving from the same, with the exclusion of the Sales Conventions. Article 19
Any and all disputes that arise as a result of or in connection with an agreement shall in the first instance be settled by the competent court in Rotterdam. We are free to, at our discretion, institute proceedings before a different court competent in the Netherlands.
Filed with the Registry of the District Court in Rotterdam, The Netherlands on 20 October 2008.