General Conditions of Purchase Bayards Aluminium Constructies B.V., a private limited company incorporated under Dutch law, BAC_AIV_20170201.1
Agreement: The written agreement between Buyer and Supplier with respect to the supply of Goods and/or Services, as confirmed in an Order, framework agreement, agreement or any agreement other than an employment contract.
Order: The written purchase order by Buyer including all attachments and written confirmations with any changes that are explicitly approved in writing by Buyer.
Correspondence: All written communication including packing slips, invoices and order confirmations.
Third Parties: Parties other than Buyer or Supplier.
Documentation: Certificates, drawings, models, data sheets, manuals, specifications and /or other documents.
Supplier: The legal entity, natural person or the company with whom the Buyer concludes an Agreement.
Buyer: Bayards Aluminium Constructies B.V., having its registered and visiting address at Veerweg 2, 2957 CP, Nieuw-Lekkerland, the Netherlands and affiliated companies.
Price: The price or prices as specified in the Agreement.
Goods/Services: The Goods to be delivered and/or the Services to be provided as referred to in the Agreement, including associated software and specified Documentation.
These conditions are applicable to all requests for quotation and Agreements unless otherwise agreed in writing. In the event of conflict between the content of the Dutch version of these Purchase Conditions and any translations thereof, the Dutch version shall always prevail.
All Correspondence must at least mention the Buyer’s reference numbers (the Order number, the project number and the Order date).
3. Agreements/ Orders/Changes
1. Agreements, Orders, any amendments or supplements thereto, as well as other agreements are only binding if and in so far as these have been confirmed by the Buyer in writing. The Buyer is only required to accept the Goods and/or Services as mentioned in the Order.
2. Supplier cannot withdraw an offer after the Order has been placed, even if the Supplier has stated that its offer was a noncommittal offer.
3. ln case there are one or more unmistakable errors in the Order, the Supplier shall consult the Buyer before commencing the execution of that part of the Order.
The agreed Price for the Goods and Services is a fixed price inclusive of import duties, other charges, insurance, costs of packaging and packing, disposal costs and any installation and assembly costs, but exclusive of VAT and is in EURO (€) unless otherwise agreed in writing.
All risks arising during the manufacture, testing, delivery of Goods and the provision of Services are the Supplier’s responsibility. The Supplier shall ensure that all risks are adequately covered by insurance.
6. Dispatching instructions
The Supplier shall ensure that all Goods are accompanied by a complete packing list and/or transport/shipment documents. The Documentation could have a different delivery address than the delivery address of the Goods. The Buyer reserves the right to refuse Goods and Documentation if the aforementioned requirements are not complied with.
7. Packaging, Transport and Storage
1. The Supplier will ensure that all Goods are properly packaged in order to prevent any transport and/or storage damage.
2. Without infringing the provisions stipulated in article 7.1, the Supplier shall use packaging materials that have the least possible impact on the environment.
3. The packaging must comply at least with the ISPM15 standard or equivalent.
4. Supplier shall apply all identification marks, text or labels on the Goods and packaging of the Goods in accordance with applicable law, regulations and any instructions given by the Buyer. The Supplier shall ensure that all indications as mentioned in the first sentence are clearly visible in order to be able to stack the Goods for transportation purposes.
5. The Supplier is liable for damage caused by inadequate packaging as well as damage to the Goods caused by or during storage, whether or not requested by the Buyer.
1. Unless otherwise agreed in writing, deliveries are to take place exclusively on DAP basis (within the European Union) and DDP basis (outside of the European Union) at the mentioned delivery address (in accordance with the INCOTERMS which are in force on the date of Agreement) as mentioned in the Order.
2. The delivery date as agreed in writing and confirmed in the Agreement or Order will apply. Timely delivery is of the essence and shall not be delayed. The delivery date in the Agreement or Order is fixed and final.
3. Supplier shall notify Buyer immediately with regard to any (threatened) delay of delivery, stating the cause of the delay.
4.If Supplier partially delivers Goods and/or Services or delivers earlier than on the agreed delivery date without Buyer’s express permission in writing, then Buyer is entitled to reject the Goods and/or Services at the expense and risk of the Supplier.
5. If the Supplier fails to deliver, does not deliver on time, in full or in accordance with the Agreement or Order, the Buyer has the right to:
a) cancel the Agreement or Order entirely or partially without notice of default or judicial intervention being required, or
b) grant the Supplier a grace period during which the Supplier will be given the opportunity to fulfil its obligations;
6. Notwithstanding the above the Buyer shall always have the right to claim any agreed liquidated damages of which the amount and date of commencement has been confirmed in the Agreement, the aforementioned without prejudice to the Buyer’s right to recover all damages and costs from the Supplier.
1. Supplier guarantees that Services shall be carried out by suitably trained, qualified, certificated and authorized personnel in compliance with requirements for health, safety and environment.
2. If after confirmation of an Agreement, or after placing an Order, the Buyer submits additional requests or imposes requirements which demonstrably increase or expand the Supplier’s obligations arising from the Contract or Order, and which the Supplier at the time of concluding the Agreement could not have anticipated, then this will be considered as additional work.
3. If the Supplier expects to incur demonstrably more costs due to ‘additional work’, the Supplier shall promptly notify the Buyer thereof.
4. Before the Supplier commences the execution of the “additional work”, the Supplier shall submit to the Buyer a quotation for this specific ‘additional work’. Supplier shall not impose different or additional terms and conditions than those previously agreed in the initial contract.
The Supplier shall only commence the execution of the “additional work” after the Buyer has approved the additional work and associated quotation in writing by means of an Order.
10. Receipt/ Acceptance/ Inspections /Rejection
1. Neither taking delivery nor payment of Goods and Services implies acceptance by the Buyer. If it appears that the Goods or the execution of Services do not correspond with the Agreement or Order, the specifications and/or drawings, or the requirements specified herein, the Buyer is entitled to partially or entirely cancel the Agreement or Order without notice of default or judicial intervention being required and without prejudice to the Buyer’s legal rights.
2. The Buyer or a Third Party authorized by the Buyer is at all times entitled to inspect or test the delivered Goods and/or Services. The Supplier shall fully cooperate and provide all needed information, facilities, tools and entry to the location where the inspection or acceptance-test shall take place. Costs for inspections and tests shall be borne by the Supplier, except costs of the Buyer or Buyer’s employees or staff.
3. In the event that delivered Goods or Services are rejected and returned, the Buyer has the right to charge the Supplier all costs incurred resulting from the rejection (freight charges, inspection costs, traveling costs and the like).
4. If within 10 working days after the Buyer’s receipt of the Goods, the Buyer sends a notice of non-acceptance to the Supplier, then ownership is deemed not to be transferred to the Buyer.
11. Intellectual property & Confidentiality
1. All drawings, calculations and other documents provided by the Buyer (both hardcopies and digital versions) and/or other items remain the (intellectual) property of the Buyer unless expressly stated otherwise in writing. These drawings, calculations and other documents and /or items may only be used for the execution of the Agreement and shall not be disclosed to Third Parties unless expressly otherwise agreed in writing.
2. Without express written consent of the Buyer, the Supplier and/or its employees, staff, subcontractors or other Third Parties who are involved in the Agreement in accordance with article 12 of these General Conditions of Purchase, shall not disclose to any Third Party the existence and content of any Agreement or relationship between Buyer and Supplier nor any information shared before, during or arising out of a tendering process or Agreement, including, but not limited to business matters, models, photographs and promotional material, irrespective whether or not confidentiality of the information is apparent and irrespective of whether the information has already been brought into the public domain by others.
3. The Supplier guarantees that the delivered Goods are free from any liens and encumbrances that the Buyer has not expressly accepted in writing. The Supplier indemnifies the Buyer against any claim in this respect.
4. Within the scope of the Agreement, the Supplier shall grant the Buyer a non-exclusive, free and transferable license to use all information, including technical information, software and Documentation, by or on behalf of the Buyer in the broadest sense of the word.
12. Outsourcing to Third Parties
The Buyer and the Supplier may not transfer any rights and obligations resulting from the Agreement to Third Parties without the written consent of the other party.
Invoices are to be sent to the Buyer via a communication method indicated by Buyer, and must comply with the provisions of Article 2: Correspondence. Failure to comply with the invoicing requirements may result in the invoice not being processed.
1. Unless otherwise agreed in writing, payment shall be made within 60 days following receipt of a correct invoice and receipt of the Goods and/or Services fully executed, accepted and approved in full.
2. Notwithstanding the provisions of paragraph 1, the Buyer shall only pay the invoices for additional work, to the extent that the Supplier has complied with article 9 sub-articles 3 and 4 of these General Conditions of Purchase.
1. The delivered Goods and/or Service performed must comply with the Agreement. They must possess the properties that can be expected under the Agreement, free from defects and suitable for their intended purpose.
2. The Supplier is obliged, upon Buyer’s first demand and discretion, to either replace delivered Goods, or to fully repair those Goods, if within a term of 18 months following the date on which the Goods are put into service, or not later than 36 months following delivery, defects in material, fabrication, workmanship and/or structural defects are detected. The aforementioned shall not be applicable in the event that these defects are the result of normal wear and tear or improper use. In case of non-compliance thereof by the Supplier, the Buyer has the right to remedy the defects, or to have them remedied by a Third Party and to charge the costs involved to the Supplier.
The Supplier is liable for all damages caused to or by the delivered Goods or the executed Services which have resulted from errors or defects of the delivered Goods or executed Services, such liability according to the above mentioned guarantee, as well as according to the rules of Dutch Civil Law. The liability also includes, but is not limited to, damage caused by exceeding the delivery time, damage to property of Third Parties, loss of profits and other indirect damage, damage incurred by the Buyer or Third Parties, wilful misconduct or gross negligence on the part of the Supplier, its subcontractor(s) or staff. The Supplier shall hereby indemnify the Buyer against liability with respect to Third Parties and shall compensate the Buyer, if required.
17. Governing Law and Competent Court
1. The Agreement and any further Orders pertaining to the execution thereof are exclusively governed by Dutch law. The application of the CISG (United Nations Convention on Contracts for the International Sale of Goods) is excluded.
2. The Court of Rotterdam at Dordrecht initially has jurisdiction to hear all disputes arising from the Agreement or Order, insofar as the dispute is beyond the jurisdiction of the sub-district court judge.