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General purchase conditions Constructiewerkhuizen De Meyer NV

Scope and acceptance general purchase conditions

1. The term "SUPPLIER" should be understood in the broadest sense, in other words any party who implements a purchase order, or any other equivalent document. In the articles which follow, the firm, which refers to these general purchase conditions of DE MEYER NV, shall hereinafter be referred to as "DE MEYER NV".
2. The general purchase conditions of DE MEYER NV are applicable to the purchase agreement.
3. Acceptance of these general terms and conditions, either tacitly or explicitly, implies that THE SUPPLIER fully waives the application of his own general conditions.
4. By the simple implementation of the order which DE MEYER NV shall provide it with, THE SUPPLIER expressly accepts that these purchase conditions are applicable. Only if, and on condition that, DE MEYER NV has expressly accepted the general conditions of THE SUPPLIER in writing, shall these conditions be applicable.
5. The term "DELIVERIES" used hereinafter should be understood in the broadest sense, in other words including but not limited to: goods, services, performances, etc.

Acceptance of Orders

6. Nothing may be delivered or produced without the receipt of a valid purchase order.
7. All orders must be immediately confirmed in writing by THE SUPPLIER, with an indication of the price and delivery term.
8. If DE MEYER NV has not received this confirmation within 14 calendar days following its order, DE MEYER NV shall deem THE SUPPLIER to have accepted, or DE MEYER NV shall be entitled to modify or cancel the order without THE SUPPLIER being entitled to claim any compensation.
9. Any modification, even partial, of the conditions of the order, in particular of the price and the delivery term, shall entitle DE MEYER NV to modify or cancel the order without THE SUPPLIER being entitled to claim any compensation.

Delivery term and fee

10. Strict compliance with the delivery and implementation terms is an essential and substantial condition for DE MEYER NV, without which no agreement would have been concluded. If, after acceptance of the order, THE SUPPLIER observes that there will be delays to the delivery, THE SUPPLIER shall immediately inform DE MEYER NV. DE MEYER NV shall then be able to partially or fully modify the order. In the event of delay, DE MEYER NV reserves the right, to the extent that it has not fully cancelled the order pursuant to the foregoing, to demand compensation without prior notification, of 1% of the value of the services to be provided and/or goods, without prejudice to the right of DE MEYER NV to prove higher damage and costs. This compensation is provisional and shall be calculated for every week of delay, whereby every commenced week counts as a full week, and is payable from the moment that THE SUPPLIER's shortcomings are identified, without DE MEYER NV being obliged to prove the existence of any damage. THE SUPPLIER is always bound to pay the full compensation, and reparation of the damage incurred by DE MEYER NV. DE MEYER NV shall withhold the amount of this compensation from the amount to be paid when settling its invoices.

Prices, costs, packaging and insurance

11. The prices are fixed and are not liable for revision or amendment, unless otherwise agreed to in writing between DE MEYER NV and THE SUPPLIER. The delivery is free of all expenses and therefore includes all transport, packaging and insurance costs, and shall take place at the delivery and/or implementation site indicated by DE MEYER NV. The delivery shall take place at the risks of THE SUPPLIER. All damage as a result of insufficient packaging following delivery by THE SUPPLIER shall be at THE SUPPLIER's expense.
12. Returning consigned packaging shall not incur any costs for DE MEYER NV.

Acceptance of the Delivery

13. The acceptance of the deliveries shall only take place after the acceptance of the total projects, in other words following reception of the delivery, verification of the delivery by DE MEYER NV, installation and testing of the unit at the premises of its end customer. Weight, quantity, quality and conformity with the order shall be inspected by DE MEYER NV, and the result of this inspection must be accepted by THE SUPPLIER. If the delivery is refused as a result of this inspection, then DE MEYER NV may dissolve this agreement partly or in full, and THE SUPPLIER therefore cannot claim any compensation. THE SUPPLIER is entitled to be present during the inspection, or to be represented.
14. The deliveries shall be guaranteed against all faults for at least two years from the date of acceptance by the end user. The guarantee shall also include, but is not limited to, all costs of wages, salaries, transport and possible accommodation. The duration of the guarantee shall automatically be extended by the period of time which is necessary for the repair and recommissioning of all defective components.
15. Delivery slips or production notes must be signed by a representative of DE MEYER NV for receipt or implementation, who must indicate his name and identification number on the documents of THE SUPPLIER. THE SUPPLIER bears the risk at least until the moment of signing of these slips or notes by the representative of DE MEYER NV.

Invoicing

16. The invoices and delivery slips must be drawn up in the name of DE MEYER NV, with an indication of references including purchase order number and contact person. In the absence of such, DE MEYER NV reserves the right to deduct  50.00 EUR from the amount to be paid, as an administrative cost.
17. For all dispatches and all orders, separate invoices must be drawn up. Administrative or other costs cannot be charged by THE SUPPLIER, unless otherwise agreed to in writing.
18. In the event of non-compliance with these rules, the invoice shall be deemed null and void until THE SUPPLIER carries out the necessary rectifications, and DE MEYER NV reserves the right to charge the compensation under article 16.

Payments

19. Invoicing may only take place following delivery to the delivery or implementation site indicated by DE MEYER NV. Payment shall be made at the earliest, and unless otherwise agreed to in writing, 30 days from the end of the month, following an inspection to verify conformity and acceptance of the deliveries, as specified in article 13. Any payment which is made earlier shall always be subject to the verification to be carried out, for which DE MEYER NV reserves the right to demand reimbursement of the payment in the event of non-conformity. Any payment which is made before the end of the agreed term entitles DE MEYER NV to a reduction of 1% for every month that this payment was made in advance. In the event of acceptance of a bill of exchange, the discounting costs shall be at THE SUPPLIER's expense.

Non-compliant delivery

20. DE MEYER NV's guidelines in connection with dimensions, quality, method of implementation, etc., as well as the legal provisions, must be strictly adhered to. This strict compliance constitutes a substantial and essential condition, without which no agreement would have been entered into with THE SUPPLIER.
21. In the event that samples, deliveries and services are not in accordance with the legal provisions, the guidelines of DE MEYER NV, or what was agreed between the parties, DE MEYER NV shall - even when the inspection is limited to samples - be entitled to either cancel the purchase in whole or in part, without prejudice to damage compensation, or demand a reduction in price, or have the finishing and repair costs carried out at the costs of THE SUPPLIER, or demand a new delivery or finishing work from the latter. The same applies if defects come to light after delivery, even after the guarantee period, which shall last at least two years.

Retention of title

22. The materials which DE MEYER NV makes available to THE SUPPLIER, shall remain its property (even during the machining or processing thereof) and must therefore be stored, labelled and managed appropriately. These materials may only be used for the implementation of the orders of DE MEYER NV. THE SUPPLIER undertakes to replace damaged or lost components.

Intellectual Property Rights

23. If there are intellectual property rights pertaining to the delivery or accessories, DE MEYER NV shall acquire rights of use and reproduction thereof free of charge, by means of a non-exclusive, worldwide, permanent licence. THE SUPPLIER guarantees that the delivery does not constitute a breach of the intellectual rights of third parties, and safeguards DE MEYER NV against claims from third parties due to (alleged) breaches, and shall compensate DE MEYER NV for all resulting damage.

Governing Law and Jurisdiction

24. Any dispute between the parties in connection with the interpretation or implementation of their agreements shall belong to the exclusive territorial competence of the judicial district and the subsection of the location of the registered office of DE MEYER NV. However, the latter retains the possibility to submit the case, as the claimant party, to any other district court of its choice.
25. Belgian law shall apply. The Vienna Convention is not applicable.
26. 
The Dutch version takes precedence over all other versions.

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