1.1. These General Terms and Conditions of Purchase shall form an integral part of any sales agreement for the purchase of goods or services by B-CLOSE NV (the Buyer). Except in specific cases where the Buyer gives its consent expressly and in writing, these General Terms and Conditions of purchase shall prevail over any other conflicting or limiting conditions of the seller or supplier (the Supplier), regardless of whether or not these are disputed by the Buyer. Any start of execution of an order shall be considered as acceptance by the Buyer of the following Terms and Conditions of Purchase.
1.2. No other additional terms, agreements or modifications to the current General Terms and Conditions of Purchase shall apply, unless the Buyer has agreed to such in writing.
When the Supplier makes an offer, it must strictly adhere to the request and clearly state possible deviations. All offers and quotations (including cost estimates) shall be free of charge and without obligation for the Buyer.
3.1. All orders and changes to orders must be made in writing. Verbal agreements shall not be valid unless confirmed in writing. The Buyer’s employees shall provide the Supplier with a purchase order to confirm its order. Without this purchase order, there shall be no order. The purchase order number shall be further used in all communication by the Supplier, from confirmation of the order to final delivery and invoicing.
3.2. The Supplier must confirm each order and any changes in writing and handle each order or change individually. All correspondence must state the department that placed the orders and the name of the contact person, as well as the full purchase order number of the order, date of order, project name and cost centre.
3.3. The Supplier shall not subcontract any orders, unless the Buyer has given its consent to this in writing.
4.1. If the Supplier or its subcontractor delivers or installs its goods at the Buyer or its customer, it shall compensate all damage caused by the delivery or installation to the delivered goods, or to other goods and/or persons on the site, directly to the party/parties sustaining the damage.
Any damage caused during the delivery by the Supplier or its subcontractor, or which manifests itself shortly thereafter, shall, unless proven otherwise, be deemed to have been caused by its own or its subcontractor’s delivery.
The Supplier undertakes and commits on behalf of its subcontractor to arrive at the site, except in cases of urgency, no later than 48 hours after the request to do so by the Buyer and to correct any non-conformity or any defect within the shortest time possible. The Supplier shall additionally make every reasonable effort to urge its subcontractor to promptly proceed to make repairs and, if necessary, it shall appoint another subcontractor at its own expense to guarantee the prompt repair.
4.2. In the absence of any timely repair by the Supplier or its subcontractor, the Buyer shall be entitled to a daily delay penalty of 0.5% of the contract price, without prejudice to the Buyer’s right to prove its damages.
4.3. Any delay in the repair by the Supplier or its subcontractor shall, unless proven otherwise, be deemed to have a causal link to the delay suffered by the (customer of the) Buyer.
4.4. The Supplier shall at all times guarantee the commitments of its subcontractors and shall remain jointly and severally bound by this.
5. Delivery time and execution
5.1. The agreed delivery dates or delivery periods shall be binding. An agreed delivery period for each order shall commence on the date of the order. Observance of this period shall be assessed based on the dates on which then goods were received at the Buyer’s address or the designated shipping address.
5.2. When the Supplier notices that it cannot or can only partially fulfil its contractual obligations, it must immediately notify the Buyer of this in writing, stating the reasons and the likely duration of the delay. The Supplier may not justify itself using reasons that have not been reported to the Buyer.
5.3. If the Supplier cannot perform the agreement by the agreed delivery date or within a certain delivery period, the Buyer shall have be entitled, after notice of default, to suspend all payments to the Supplier, to demand a daily delay penalty of 0.5% of the contract price and any additional compensation if the damage suffered turns out to be greater than the delay penalty (e.g. loss of production and profits, loss of contracts with customers or any other indirect damage) and/or to terminate or cancel the order.
5.4. If contractual compensation was agreed between the Supplier and the Buyer for non-performance or incorrect performance, withdrawal from the agreement for non-delivered services shall not bring with it any lapse in the contractual compensation.
6. Reporting of defects and liability
6.1. The Supplier shall guarantee that the goods are free of defects and do not have any defects of title that diminish their value or suitability for their intended purpose and that they comply with the conditions set out in the order, with their guaranteed features, with the generally accepted technical practice, with the technical data recorded by the Buyer and with all applicable statutory, administrative and other regulations, safety requirements, occupational safety regulations, accident prevention regulations and environmental regulations. All rights of the Buyer arising from the Supplier’s warranty shall remain unaffected.
6.2. The Supplier shall guarantee that any possible infringement of third party rights or third party intellectual property rights through the supply or use of goods shall be prevented. The Supplier must reimburse the Buyer for all expenses for third-party claims made against the Buyer which arise from such infringement and related expenses and the Supplier shall, at the Buyer’s request, bear its own costs of legal proceedings and assist the Buyer in proceedings between the Buyer and third parties.
6.3. The Buyer shall continue to retain the rights arising from the legal warranty for defects or defects of title. Any report of visible non-conformity on the part of the Buyer shall be considered timely if it is reported within 30 working days from the time of delivery of the goods to the Supplier. A hidden defect may also be reported to the Supplier within 2 months after its discovery by the Buyer. Hidden defects are discovered when the delivered goods have been technically checked and after the initial complaints have emerged, and notification has been given of the absence of the employee of the Buyer’s purchasing department who is responsible for managing the agreement/order.
6.4. If the parties agree to have the goods repaired and if the Supplier fails to repair the goods, the Buyer shall be entitled, at the Supplier’s expense and risk, to repair the goods itself or to have this done by a third party, without prejudice to the Supplier’s warranty. In case of urgency, the Buyer may also decide to have the goods repaired by a third party at the Supplier’s expense and risk, without prior notice of default or deadline, and regardless of the further warranty of the Supplier.
6.5. Unless an extension has been agreed, the statutory limitation period shall apply. If a defect is reported, the warranty shall be extended for a period equal to the time from the reporting of the defect to its resolution. If goods have been replaced in their entirety, the full limitation period shall be interrupted with regard to spare parts.
6.6. The Supplier’s warranty also includes all services and goods supplied by subcontracting.
6.7. Title of all parts that prove defective during the warranty period shall remain with the Supplier until they are replaced, after which such title shall pass to the Buyer.
6.8. If the goods are to be accepted by the Buyer, this acceptance shall be subject to any possible warranty claim, even if the Buyer makes no express reservation for warranty claims for defects known at the time of acceptance.
6.9. The Supplier shall indemnify the Buyer against all product liability claims under the Product Liability Act, insofar as the damage is attributable to the Supplier, its subcontractors or their products.
6.10. With regard to the Supplier’s liability in other areas, the legislation shall continue to apply.
7.1. The Supplier shall, at its own expense, insure itself against liability, which insurance shall be sufficient to cover any damage or loss arising from the performance of the services, work or supply of goods by the Supplier, its employees or appointee to the Buyer. The Supplier shall, at the first request, provide the Buyer with documented evidence of the extent of its insurance cover for each claim.
8. Transport and transfer of risk
8.1. For each shipment of goods, the Supplier shall draw up a detailed dispatch note at the time of shipment and as a separate item to Haachtsesteenweg 1459, 1130 Brussels (Haren). Each shipment shall contain a delivery note and an inventory. The Supplier must choose the mode of transport which is the least expensive and best suited to the Buyer and which complies with all international and national packaging and transport regulations. The Buyer’s specific order code and shipping address must be stated on all dispatch notes, consignment notes, bills of lading, invoices, packaging, etc.
8.2. The delivered goods shall be transported at the Supplier’s expense and risk, free to the door of the shipping address specified by the Buyer. The risk shall not be transferred to the Buyer until the goods have been unloaded and until after the transport document has been signed. This rule shall not apply if the Buyer determines whether the carrier shall transport the goods itself.
8.3. Any shipment that cannot be accepted because it does not meet the above conditions shall be stored at the Supplier’s expense and risk. The Buyer shall have the right to come and inspect the shipment and to ascertain its condition.
8.4. The Buyer may, at its discretion, return any shipment to the Supplier which does not comply with the order, as well as any excess amounts, at the Supplier’s expense and risk.
9.1. The price stated in each order shall be binding and fixed. The price shall be expressed in EUR and all services provided by the Supplier must contain, including but not limited to, all travel expenses, cash expenditures, packaging, loading and unloading, transport, insurance, customs and taxes, with the exception of Value Added Tax, which must be stated separately.
9.2. In the event that the Supplier reduces its prices or improves its conditions during the period between the order and delivery, the prices and conditions shall apply at the time of delivery.
10. Invoicing and payment
10.1. Each invoice shall correspond to the order for which it was drawn up in terms of wording, article listing and price listing. All additions or deductions from the order must be stated separately on the invoice.
10.2. The invoice shall only be valid if the Buyer’s purchase order number is correctly stated on the invoice. In the absence of this, the invoice shall be deemed to be inadmissible, without the Supplier necessarily being informed of this.
10.3. Payment shall be made, subject to prior full delivery, 60 days from the end of the month of the invoice date, provided that the invoice complies with Articles 10.1 and 10.2 of these General Terms and Conditions of Purchase.
10.4. The payment period shall commence on the agreed date, and at the earliest after receipt of the delivery and fully correct invoice. The payment period shall not start before the Supplier has fulfilled all accounting and delivery terms. In case these terms are not met, the payment period shall be extended by the duration of any additional processing.
10.5. In case of defective performance, the Buyer may refuse to pay until this performance has been delivered.
10.6. Payment shall not be considered an indication that prices or terms have been accepted. The date of payment shall not affect (i) the Supplier’s warranty or (ii) the Buyer’s right to file a complaint.
10.7. Any late payment by the Buyer shall only be subject to an interest rate of 5% per annum.
11. Assignment and set-off
11.1. The Supplier shall not, without the prior written consent of the Buyer, instruct third parties to collect any due amount from the Buyer or, to this end, transfer its claim to third parties.
11.2. The Supplier may only offset uncontested and indisputable claims. The same shall apply to any right of retention of the Supplier.
11.3. The Buyer shall be entitled to transfer all rights and obligations arising from the business relationship with the Supplier to an Affiliated Company within the meaning of Article 11 of the Belgian Companies Code.
12.1. All drawings, standards, maps, diagrams, artwork, photographs, designs, layout examples and other documents – electronic, on paper or as print material or printed board – which the Supplier has made available with the intention of manufacturing goods for the Buyer, shall remain the property of the Buyer; all documents produced by the Supplier with information supplied by the Buyer shall, at the latest after payment, become the property of the Buyer and shall not be used for another other purpose, copied or made available to third parties by the Supplier. The Supplier shall immediately transfer all of these documents, together with all copies and duplicates, to the Buyer upon first request. The Buyer reserves the right to all industrial property rights in all documents made available to the Supplier. The Supplier must provide the Buyer with all documents necessary to discuss the goods.
12.2. Any other documents of any kind whatsoever which the Buyer would need for use, installation, assembly, processing, storage, operation, maintenance, inspection or modification of the delivered goods must be made immediately available by the Supplier, without remuneration and voluntarily.
13. Right to inspection
The Buyer or its appointee may at any time investigate all relevant documentation in the Supplier’s possession with respect to the Supplier’s obligations or the payments requested by the Supplier on the basis of any order. The Supplier shall retain all relevant documentation for each order for a period of five years after completion of all deliveries, work and/or services arising from an order.
14.1. The Supplier shall consider the following as confidential and not disclose to any third party prior to and/or after fulfilment of any order: all documentation, requests, orders, related work and business and technical details regarding the order which are not generally known and were not known to the Supplier prior to the business relationship with the Buyer. The Supplier shall impose the same obligations on its subcontractors and its staff.
14.2. The Supplier shall not refer to its business relationship with the Buyer within the context of information or promotional material, unless with the prior written permission of the Buyer.
15.1. The Supplier shall be held liable for damages and shall pay all costs that the Buyer has incurred as a result of non-compliance by the Supplier of its obligations under these General Terms and Conditions of Purchase. The Supplier also undertakes to notify its subcontractors of these General Terms and Conditions of Purchase.
15.2. If any provision of these General Terms and Conditions of Purchase becomes unenforceable or invalid, the validity of all other provisions in these General Terms and Conditions of Purchase shall remain unaffected. The parties shall do their utmost to agree on a replacement provision which shall replace the invalid provision and which comes closest to the intention of the invalid or unenforceable provision.
15.3. These General Terms and Conditions of Purchase are governed exclusively by Belgian law. The United Nations Convention on Contracts for International Sale of Goods of 11 April 1991 shall be expressly excluded by the parties.
15.4. The Courts of Antwerp, Antwerp division, shall have exclusive jurisdiction to hear all disputes relating to the agreement between the parties.
16.1. The Buyer may request modifications relating to the services, work or terms of the order until the end the agreement. The Supplier shall carry out such modifications insofar as they are not unreasonable within the scope of its operational capabilities. Payment and delivery terms shall be adjusted if necessary. If the Supplier considers such modifications necessary, it shall inform the Buyer of this within 14 days. If the Buyer does not confirm this within 14 days, the modification request shall be considered cancelled.
16.2. The Supplier shall not be entitled to modify the services, work or terms of the order, unless with the written permission, or at the request, of the Buyer.
17.1. The Buyer shall be entitled at any time to terminate the agreement in part or in full, without prior written notice and without judicial authorisation, if the Supplier fails to fulfil its obligations under this agreement or, in case of bankruptcy, liquidation or reorganisation of the Supplier within the framework of the Belgian Continuity of Enterprises Act, or any situation that threatens the Supplier’s financial liquidity.
17.2. In the event of termination, the Buyer shall inform the Supplier which commenced works still have to be completed. The Supplier shall perform these works in accordance with the provisions of the agreement.
17.3. The Supplier shall, in the event of early termination, compensate for all damages suffered by the Buyer as a result of such termination. This loss may be determined by the Buyer, taking into account all circumstances.
17.4. The Buyer shall not, in the event of termination, be liable to the Supplier for any compensation whatsoever, regardless of the manner of termination.
The parties shall be completely independent of each other and all correspondence and negotiations between the Buyer and the Supplier shall be considered as necessary instruments that allow the parties to perform their duties in accordance with their commitments. Each party shall fulfil all legal, social, tax and commercial obligations that apply to independent companies.