Terms of Purchase & delivery

GENERAL PURCHASING CONDITIONS OF ATTEMA B.V. GEVESTIGD TE GORINCHEM

1.	PARTIES
	In these general purchasing conditions principal shall be taken to mean B. V. Kunststoffenindustrie Attema in Gorinchem, and supplier shall be taken to mean the person from whom B. V. Kunststoffenindustrie Attema has requested an offer or to whom it has given an order.
2.	APPLICABILITY
	These general purchasing conditions shall be applicable to all requests of the principal to submit an offer and also to all orders which are given by the principal or placed with the supplier. The orders may relate to the delivery of goods or services, the construction of works or the provision of labour, or to other work to which these general conditions have been declared applicable. General or special conditions of the supplier shall only be binding on the principal if and to the extent that they have been expressly accepted by the principal in writing.
3.	LAWS; REGULATIONS
	The supplier shall be deemed to be familiar with all statutory and other regulations in the area of safety, conditions of work and environmental matters which must be complied with in the implementation of the order, and shall be responsible for taking all measures which are prescribed or which might be necessary due to other reasons in these areas in connection with the implementation of the order. The principal shall be indemnified by the supplier, who shall be obliged to hold the principal harmless as far as is possible in this regard, in respect of all damages and costs and other disadvantageous consequences, of any nature whatsoever, which might arise for the principal as a result of the fact that the supplier does not comply with regulations in the area of safety, conditions of work or environmental matters. The supplier shall be obliged to ensure itself that the permits, exemptions and similar resolutions which it needs for the implementation of the order which has been given to it are acquired in good time.
4.	OFFER; ORDER
	An offer shall be binding for the term which is stated in the quotation of the supplier. If no term is stated, then the supplier shall be deemed to maintain its offer for a duration of thirteen (13) weeks. The agreement shall be formed as a result of the issue of a written order by the principal, unless the supplier has made its objections known in writing to the principal within seven (7) days after the order. All orders are given under the condition that, if the principal does not receive the order for the work project of which the work, to which the quotation of the supplier relates constitutes a part, shall be a condition precedent leading to dissolution of the order.
5.	PRICES
	The prices stated in an order or agreement shall be fixed. No settlement shall be made for changes in costs of materials, wages, duties, taxes or other costs, unless prior written agreement to the contrary has been made.
6.	DELIVERY; TRANSPORT
	Unless another place of delivery has been agreed upon or has been designated by the principal, all deliveries shall be made carriage and insurance paid ("franco") to the warehouse of the principal. The supplier shall bear the costs of loading, packaging, transport, insurance and unloading, including customs costs, unless prior written agreement to the contrary has been made. All consignments must be accompanied by a packing list and a bill of lading, on which the number of the order is stated as well as, to the extent that it is relevant, processing, maintenance and operational instructions in Dutch. Delivery is only possible outside of normal working hours of the principal following its prior permission. Damages or losses during loading, transport or unloading, of whatever nature or as a result of whatever cause, shall be for the account and risk of the supplier, who shall replace goods which have been damaged or lost for its account or, provided this is done with permission from the principal, shall repair these for its account, unless the damage or the loss were caused as a result of the crass fault of the principal or its employees. If the principal is not able, for any reason whatsoever, to take receipt of the goods, the supplier shall keep and secure the goods, or have this done, for its own account, until the delivery of the goods can take place.
7.	TRANSFER OF TITLE; RISK
	The title to and the risk for goods shall pass over to the principal upon delivery, on the understanding that, as concerns goods which are rejected, the title and risk shall be deemed never to have passed over to the principal. In the event of payment in advance the title shall pass over as soon as the principal has made the first payment.
8.	INSPECTIONS; TESTS
	The principal shall have the right, but is not obliged, to inspect goods which have been delivered by the supplier or work which has been carried out by it, or to have this done. The supplier is obliged to make all information and facilities which are necessary for the inspection available, at its expense, to the principal. The principal shall have the right to demand that a certificate of approval is submitted, or other similar declaration that the inspection and testing of the goods have been carried out. The supplier shall repair defects, which have lead to rejection, for its own account, immediately following a notice of rejection, or, if repair is not possible or justifiable in the opinion of the principal, shall ensure that the goods are replaced, all this without prejudice to the right of the principal to cancel the order in whole or in part in accordance with article 17. Furthermore, goods which have been rejected must be removed by the supplier at its own expense upon the first demand to that end by the principal, and as long as this has not been done they shall be stored for its account and risk. The principal shall furthermore have the right to remove goods which have been rejected, or to have this done, at the expense of the supplier. In the event of approval the supplier shall not be discharged from any guarantee or liability under these general purchasing conditions or by virtue of its agreement with the principal. In the event of delivery or final delivery the supplier shall make all necessary instructions and schedules for processing and connection, and operation and maintenance instructions, available to the principal, together with all prescribed proofs of guarantee and certificates. The principal may postpone its payments to the supplier until the supplier has complied with its obligations in this respect.
9.	AUXILIARY PRODUCTS
	All drawings, designs, models, specifications, instructions, tools and other auxiliary products which are made available by the principal for the benefit of the implementation of its order to the supplier, shall at all times remain the exclusive property of the principal, while the property of auxiliary products which are purchased or manufactured by the supplier at the expense of the principal shall be deemed to have been transferred to the principal immediately after they have been completed or have been taken into receipt by the supplier. As long as such auxiliary products remain in the possession of the supplier for the implementation of the order, they shall be equipped with a mark which shows that they are the property of the principal. They may not be made available to a third party. The principal shall not be obliged to make any payment with regard to auxiliary products which the supplier has obtained from a third party, unless the supplier has proved to the satisfaction of the principal that it has paid the purchase price or the contract sum to the third party. The supplier shall inform third parties who wish to seek recourse on auxiliary products which are the property of the principal of the rights of the latter. The principal shall be immediately notified of claims of third parties. As long as it has the possession of details or auxiliary products which are the property of the principal, the supplier shall bear the risk for damages or loss, as a result of any cause whatsoever. It is obliged to insure this risk to the satisfaction of the principal but at its own expense. Unless agreement to the contrary has been made, the supplier shall not be permitted to use auxiliary products which have been made available to it by the principal, or which have been purchased or manufactured by the supplier for the benefit of the implementation of its order, for other purposes, nor shall it permit them to be used by or for the benefit of third parties. After the order has been implemented the auxiliary products must be made available immediately and in good condition to the principal. The supplier shall be obliged to immediately notify the principal of matters which are unclear, incorrect, or other defects in details or auxiliary products which have been made available to it by or on behalf of the principal.
10.	DELIVERY TIME
	The supplier shall be obliged to implement the order which it has been given within the agreed delivery time. The principal must be informed immediately of each transgression or imminent transgression. If the supplier does not implement the order, or does not do so in time, it shall be in default as a result of the sole fact of the transgression of the agreed term, and the principal shall have the right, either to set a further term for the benefit of the supplier, during which it must comply with its obligations, or to cancel the order in accordance with article 17 without being obliged to pay any compensation of damages or other form of compensation. The supplier shall be warned, under observance of a reasonable term, if it is not possible to allow the supplier to begin with its work at the agreed time. The principal shall not be liable for the consequences of such a delay or for interim changes in the time, work or construction schedule, regardless of whether the change or the delay arose as a result of actions of, or outside of the powers of, the principal.
11.	PAYMENT
	If no agreement to the contrary has been made with the supplier, payment will be made within 60 days after receipt of its invoice, provided that the goods delivered by the supplier or, as the case may be, the work which it has carried out, have been approved by the principal and the supplier has also complied with all of its other obligations. Payment in advance will only be made after the supplier has put up security to the satisfaction of the principal. The principal shall have the right to set-off amounts which it owes to the supplier against amounts which it has to claim from the supplier. Payment in instalments shall be considered as advance payments on the final settlement. The supplier shall not be entitled to charge credit restriction supplements.
12.	GUARANTEE
	The supplier shall guarantee that the goods which it is to deliver or the work which it is to carry out comply with the specifications given by the principal, and are free from design, assembly, manufacturing or material defects. To the extent that no further description has been given of the requirements which are to be laid down by for the goods or the work, they must be of good quality and must comply with normal standards of soundness, effectiveness and finishing. All defects found by the principal within the term agreed on in the agreement with the supplier must be made good by the supplier for its own account upon the first demand of the principal. If no guarantee period has been agreed upon a term of twelve (12) months shall apply after delivery of the goods, or after delivery of the work of which the activities of the supplier are a part. If defects are of such a serious nature that repair is, in the opinion of the principal, in all reason not possible, then the principal shall have the right to demand replacement instead of repair. In the event of repair or replacement the guarantee term shall not commence until after the repair or the replacement have been made. If the supplier remains in default in its obligation to repair, the principal shall be entitled, without further demand, to make the repair itself or to have it carried out by a third party at the expense of the supplier, but it shall also be entitled to demand repayment of the purchase and contract sums and compensation of damages and costs.
13.	LIABILITY
	Without prejudice to the other rights which accrue to the principal in the event of breach of contract of the supplier, the supplier shall be liable for all damages, of any nature whatsoever, which are the result of defects in the goods which it has delivered or the work which it has carried out, or which arise as a result of the fact that the supplier does not perform or does not do so timeously, or which is caused by errors, negligence or carelessness of the supplier or its personnel or of the persons whom it uses in the implementation of the order. Damages shall also be taken to mean consequential damages. The principal shall be indemnified by the supplier against all claims of third parties in this regard. The supplier is obliged to insure its liability by virtue of this article for its own account.
14.	INDUSTRIAL AND INTELLECTUAL PROPERTY
	The supplier guarantees that as a result of the use of the goods which it has delivered no infringement is made of an industrial or an intellectual property right of a third party. It shall indemnify the principal against all claims of third parties which might arise from such an infringement.
15.	SECRECY
	The supplier shall observe strict secrecy with regard to all information and know-how relating to the order or the business of the principal, which it comes to know for the benefit of the order which has been given to it.
16.	PROHIBITION OF TRANSFER
	The supplier shall be prohibited from pledging claims on the principal, or disposing of them, under whatever title, without its prior written permission.
17.	DISSOLUTION
	If the supplier fails to comply properly and in time with its obligations the principal shall be entitled to dissolve the agreement without notice in default and without court intervention by means alone of a written declaration addressed to the supplier. In the event of dissolution the principal shall not be obliged to pay compensation for any damages or loss of profits of the supplier; on the other hand, the supplier shall be liable for all damages, of any nature whatsoever, which the principal might suffer as a result of the dissolution. These damages shall also include the extra price which the principal must pay to have the deliveries and/or work of the supplier carried out or completed, as the case may be, by a third party. All payment obligations of the principal shall be postponed until the amount which it has to claim in this respect from the supplier has been determined. In the event of cancellation the agreement with the supplier shall also be dissolved with regard to goods which have already been delivered, which the principal can no longer use for the purpose for which they were intended. The goods which have already been delivered will be returned for the account and risk of the supplier after the payments which it has received for these goods from the principal have been paid back. The provisions given in this article shall be applicable mutatis mutandis if the supplier is declared bankrupt, applies for a moratorium of payments or closes down or liquidates its business or transfers it to a third party.
18.	MATERIALS AND TOOLS
	Unless the contrary has been determined in the agreement with the supplier, the supplier shall provide all the necessary materials and tools for the implementation of its work. Horizontal and vertical transport shall be carried out by the supplier for its own account and risk. The materials and tools of the supplier must comply with the applicable safety requirements. The principal may forbid the use of materials and tools which do not comply with the requirements. In such a case the supplier shall be obliged to ensure they are replaced at its own expense, and it shall bear the damages and costs of the principal. The principal shall not be obliged to guard materials, tools or other properties of the supplier. The supplier shall bear the risk of damages or loss. The principal shall not be liable for the consequences of disruptions in the supply of gas, water or electricity.
19.	DANGEROUS SUBSTANCES
	When working with chemical or other dangerous substances the supplier must notify the principal of all instructions on the manner of handling and processing, including rules with regard to the means of personal protection which are to be used and other measures in the area of safety, health and hygiene, and also of the measures which are to be taken in the case of accidents, fire or other calamities. The supplier shall guarantee the principal that these kinds of substances, including the manner of packaging, comply with all statutory requirements which have been laid down in this regard. It shall be obliged to make the prescribed means of protection available to its personnel for its account.
20.	EXTRA WORK
	The supplier is only entitled to charge the principal for extra work on account of a change in the nature or scope of the order given to it or of the circumstances of the implementation, if and to the extent that clear and express written instructions have been given to it by the principal for the implementation of the extra work. The change alone of the time, work or construction schedule shall, in itself, not give any right to charge for extra work.
21.	TRANSFER OR SUB-CONTRACTING OF WORK
	The supplier is not entitled to have the order which has been given to it carried out in whole or in part by a third party, nor to make use in the implementation of the order given to it of labour which has been made available to it by a third party, unless this is done with the prior written permission of the principal. In the event of sub-contracting or hiring-in of labour, the supplier shall be obliged to comply with the administrative regulations under article 16b, eighth section and/or 16a, first section, of the Social Insurance Coordination Act ("Coördinatiewet Sociale Verzekering"). All transfers or sub-contracting shall not effect the supplier's own obligations under its agreement with the principal. The supplier shall remain fully responsible for compliance therewith.
22.	APPLICABLE LAW
	Dutch law is applicable to all requests for a quotation and all orders. If any provision of these general conditions is in conflict with obligatory statutory rules, then that provision shall be ineffective, but the remaining provisions of these general conditions shall remain fully in force.
23.	DISPUTES
	Unless a dispute is concerned which falls under the competence of the Cantonal Court, all disputes which might arise between the principal and the supplier shall be submitted to the District Court in Breda. The principal shall, however, have the right to have disputes with a supplier which is established outside of The Netherlands judged by the competent foreign court.
24.	ENTRY INTO EFFECT
	These general purchasing conditions are applicable to all requests of the principal to submit a quotation and/or to all orders from or agreements which are concluded with the supplier on or after 1 March 1992.