General Conditions of Purchase
article 1: applicability.
These General Conditions of Purchase shall apply exclusively to all our orders for the supply of goods and/or services and requests for prices and shall take precedence over any terms and conditions of the supplier to the contrary, unless and to the extent otherwise confirmed in writing by our purchasing department. If any provision of these General Conditions of Purchase is declared invalid or unenforceable in whole or in part, the remaining provisions of these General Conditions of Purchase shall remain in full force and effect.
Article 2: Orders and confirmation of orders
Only written orders and agreements are binding on us; verbal or telephone orders are only effective after they have been confirmed by us in writing. Written also includes fax messages and the electronic exchange of PDF files, e-mail and similar means of communication. Mailbox-rule does not apply. HTB bvba reserves the right to withdraw a placed order if the supplier fails to confirm it in writing within ten working days. If the order confirmation does not correspond to the order that was placed, HTB bvba shall only be bound after HTB bvba has expressly stated in writing that it agrees with this change.
Article 3: execution, quality and state of delivery
It is guaranteed by the supplier that the delivery :a) is produced, performed and/or delivered by the supplier itself, its subsidiaries or affiliates and not by a third party subcontractor, except with the prior written consent of HTB bvba; b) suitable for the purpose for which it is intended, if the destination has been communicated to him, is apparent from the order or arises from the nature of the delivery; c)is in full accordance with and equal to the requirements described in the specification and/or order, as well as the standards specified therein; d) is of good quality and free of construction, manufacturing, assembly and material defects ; e)in case of services provided, they are performed by trained personnel and that new materials are used; f) complies with the requirements set forth in the laws or other government regulations in force in Belgium, as well as the standards mentioned therein, in particular the European directives on CE marking and the EU Declaration of Conformity for machinery/safety components and the “Manufacturer’s Declaration”. The declaration of CE conformity shall be provided by the supplier.If the contract refers to technical, safety, quality or other provisions, the supplier shall be deemed to have knowledge thereof. If the supplier is not aware of this, he must immediately inform HTB bvba in writing. The Supplier shall bear the costs of obtaining any consents, permits or licenses required for the performance of the agreement in a timely manner. If the supplier stops production of supplies, it shall provide an adequate repair service and supply of spare parts.
Article 4: intellectual property rights; licenses
If intellectual property rights apply to the delivery or provision of additional documentation, HTB bvba shall be entitled to the free use thereof under a non-exclusive, worldwide and perpetual license. All intellectual property rights arising from the execution of the delivery by the supplier, its employees or any third parties engaged by the supplier for the execution of the agreement shall belong to HTB bvba. The supplier shall be obliged, at HTB bvba’s first request, to do everything necessary to obtain or establish the above rights. The supplier guarantees that the delivery does not infringe on any intellectual property rights of third parties. The supplier shall indemnify HTB bvba against any claims made by third parties in this regard and compensate HTB bvba for all damage suffered by HTB bvba as a result.
Article 5: packaging and shipping
The goods must be packed in such a way as to prevent breakage or other damage or theft of the goods. The supplier will ensure that the delivery arrives at its destination in good order. The destination is the one mentioned in the agreement. Packaging materials must comply with the laws and standards in force in Belgium. Under EU Directive 2000/29/EC, supplies coming from the United States, Canada, China and Japan in which wood is used as packaging material (pallets, crates, etc.) must be decontaminated prior to entering the EU. Deliveries of hazardous materials must comply with the laws and standards in force in Belgium and must be provided with all applicable documentation. The packages should also have all necessary warning labels. The carrier must be in possession of all applicable shipping documents. Special packaging to be returned to the supplier must be marked as such and will be returned at the supplier’s expense. The supplier must indicate on the shipment HTB’s order reference number, the number of packages and the correct delivery address. A packing list should be attached to the outside of each package, detailing the contents of the shipment and any attestations, declarations and certificates. HTB bvba is entitled to refuse deliveries that do not meet these requirements.
Article 6: delivery
Delivery shall be ex-factory, unless otherwise specified in the order. The agreed delivery date(s) or delivery periods are binding deadlines and apply to the entire delivery, including any applicable drawings or other associated documents. As soon as the deadline for agreed delivery date(s) or delivery periods threatens to be exceeded, the supplier must immediately inform HTB bvba. If delivery does not take place at the agreed time or otherwise deviates from what was agreed, HTB bvba will be entitled to claim either fulfillment or dissolution, with or without compensation, by simple letter without warning or notice of default. In that case, HTB bvba will not be obliged to return goods already delivered in accordance with the agreement or, in the event of delivery in parts, to deduct from the total quantity the quantity not delivered on time or otherwise in deviation from the agreement. If the delivery date(s) or delivery period is exceeded, HTB bvba is entitled to deduct from the invoice an amount equal to 5% of the total purchase price for each week or part thereof that the delay lasts, up to a maximum of 20%. The indebtedness of this amount shall not affect HTB’ bvba’s right to execution or termination of the agreement and HTB’ bvba’s right to compensation. In the event of premature delivery, HTB bvba shall be entitled to make payment on the requested delivery date with the stipulated payment terms unless otherwise agreed. If at the final destination, as a result of an inspection, it appears that the delivery does not meet the requirements described in the specification and/or order, HTB bvba may, at its discretion and without prejudice to the provisions of Article 7: a) improvement or redelivery by the supplier within a period to be specified by HTB bvba without any claim to compensation on his part; b) the order be cancelled in whole or in part without further notice or judicial intervention, all without prejudice to our rights to compensation for all costs and damages resulting from the incorrect or improper execution of the delivery. In the event of delivery on site, the supplier shall comply with the laws and standards applicable in Belgium, in particular the ARAB regulations.
article 7: defects – warranty
The supplier undertakes to eliminate, at its own expense, all defects occurring after delivery and during a period specified in the order as from the commissioning of the object to which or for which the delivery was made, by repair or replacement within the reasonable period set by HTB bvba when notice was given, unless it appears that the defects are the result of normal wear and tear or injudicious use. In the absence of proper fulfillment and/or fulfillment within the specified period and in cases of urgency, HTB bvba was entitled to carry out the necessary work at the supplier’s expense and risk or to have it carried out by third parties, provided the supplier was informed of this. HTB bvba was entitled to offset the costs of depannage and/or repair against any claims of the supplier against HTB bvba on account of delivery of goods and/or services. The aforementioned period determined in the order shall be extended by the number of days that the object, to which or for which the delivery was made, was not used due to the elimination of the defects in the delivery. The Supplier remains liable for hidden defects, which only become apparent after the aforementioned period.
Article 8: Inspection
The supplier provides HTB bvba , even before the delivery itself (including during production), with all test or inspection certificates requested by HTB bvba and all inspection reports of the deliveries. Any such test or inspection, at HTB bvba’s discretion, conducted in the presence of inspectors appointed by HTB bvba, shall not relieve the supplier of any liability, nor shall such test or inspection imply acceptance of the deliveries. HTB bvba shall be entitled to inspect the delivery at the agreed delivery location before accepting it. If delivery is refused, HTB bvba must inform the supplier. HTB bvba shall then be entitled, at its option, to replacement or repair or to breach or dissolution of the agreement. All this shall not affect HTB’ bvba’s right to compensation. All costs related to inspections, re-inspections and returns will be borne by the supplier, with the exception of the costs for inspectors appointed by HTB bvba.
Article 9: transfer of ownership and risk
Ownership and risk for the goods and/or services delivered will pass to HTB bvba upon delivery at the agreed place of delivery. Ownership and risk of a rejected delivery rests with the supplier from the date of protest. Any trade terms used in the order, such as FOB, CIF etc. are used in accordance with the definitions given in the INCO-terms 2000, however, exclusively as cost-determining terms without any legal meaning with regard to delivery, risk or transfer of ownership. Materials, shapes, models, stamps, dies, templates, jigs, drawings or other specific tools made available to the supplier by HTB bvba or manufactured by the supplier on HTB bvba’s instructions will remain or become the property of HTB bvba, with the supplier being obliged to clearly mark these items as belonging to HTB bvba. These items may not be copied or reproduced in any form or by any means whatsoever without the prior written permission of HTB bvba, nor may they be made available or made available to third parties for inspection or disposal. They rest with the supplier at his risk and must be returned to HTB bvba in good condition after use, unless the order states otherwise. The goods made available by HTB bvba for the purposes of the order will remain the property of HTB bvba. In case of treatment or processing, association or mixing with goods owned by others, HTB bvba will become the owner of the goods thus created. The supplier shall hold such goods clearly marked and bear all risks until the time of passing of risk as stipulated above.
Article 10: price, billing and payment.
No payment will be due except upon timely delivery of the goods and upon determination that delivery has been made in accordance with our order. The price is agreed in EURO excluding VAT, unless another currency was expressly stipulated. The agreed price is considered fixed and cannot be increased in the interim. Invoices contain complete information on reference numbers for orders placed, specified by item plus indication of quantities. HTB bvba is entitled to suspend payment of invoices as long as this information is not delivered. Copy invoices should be identified as such. HTB bvba shall pay the approved invoice within 60 days after the end of the month of the invoice date, unless otherwise agreed or in case of set-off. Payment in no way implies that HTB bvba waives its right to execution of the agreement. HTB bvba was entitled to offset claims of the supplier against claims of HTB bvba or other companies belonging to the HTB bvba group against the supplier. HTB bvba is entitled, in the event of partial or full payment in advance, to require a bank guarantee at the supplier’s expense.
Article 11: Contract modifications; increasing or decreasing the scope of delivery.
HTB bvba is entitled to change the scope of delivery. If the supplier is of the opinion that the change affects the agreed price or delivery period, HTB bvba shall be informed of this immediately in writing. In the case of additional work, a written quotation will be issued for the price and period involved, plus a statement of how this additional work will affect the other work to be done by the supplier. The supplier shall not perform additional work until HTB bvba has given written instructions to do so. Work that the Supplier should or could have foreseen with respect to the provision of services and functions, as set forth in this Agreement, or work that is deemed to be the result of a failure attributable to the Supplier, shall not be considered additional work.
Article 12: liability and insurance
The supplier shall be liable for all damage suffered by HTB bvba as a result of an error or shortcoming in the delivery, an error in the equipment or materials used in the execution of the order, or as a result of any act or omission by the supplier itself or its employees or subcontractors involved in the delivery. In the delivery of services and assembly work, the supplier guarantees the good quality of the work and is liable for any damage, direct or indirect, that may arise from mistakes made and/or faulty work. The supplier indemnifies HTB bvba against any liability and damage claimed by third parties. The supplier shall indemnify HTB bvba against any claim relating to the deliveries based on product liability legislation applicable in Belgium.
Article 13: Termination
HTB is entitled, without further notice of default and without judicial intervention, to terminate the agreement in whole or in part by registered letter, without being liable to pay any compensation and without prejudice to all of its rights, if:
– the Supplier fails to perform one or more of the obligations set forth in this Agreement;
– delivery is rejected after an inspection or re-inspection;
– in case of bankruptcy or judicial composition or shutdown or liquidation of the supplier’s business.
In the event of termination, the goods placed in storage by HTB bvba with the supplier must be returned immediately to HTB bvba at the supplier’s expense and the supplier must immediately refund to HTB bvba all payments made by HTB bvba in the context of the terminated agreement. Without prejudice to its further rights, HTB bvba was entitled, in the event of termination of the agreement, to have the order completed itself or by third parties after written notification, possibly using materials provided by the supplier for a fee to be agreed. All claims HTB bvba may have or acquire against the supplier in these cases will be immediately due and payable in full.
Article 14: Confidentiality and information obligations
The supplier shall provide HTB bvba with all information related to the delivery, insofar as it may be of interest to HTB bvba. The supplier shall not disclose any confidential information to its employees who are not involved in the delivery, nor to third parties, unless HTB bvba has given prior written consent. Without HTB bvba’s prior written consent, the supplier shall not be entitled to use HTB’ bvba name and/or logo in advertising and/or other commercial publications.
Article 18: Transfer of rights and obligations; subcontracting
The supplier was not entitled to outsource the delivery or any part thereof to third parties, nor to transfer the rights and obligations arising from this agreement in whole or in part to third parties, without HTB bvba’s prior written consent.
Article 19: statute of limitations
All legal claims of the supplier against HTB bvba shall be barred by a period of six months after the right of action arose.
Article 20: Applicable law; disputes
All agreements are governed exclusively by Belgian law. The applicability of the United Nations Convention of 11.04.1980 concluded in Vienna (CISG) is excluded. Disputes arising from the agreement may, at HTB bvba’s discretion, be brought before the courts with jurisdiction over one of HTB bvba’s branches. In the event that the dispute falls within the jurisdiction of the justice of the peace, the justice of the peace of Brasschaat will be deemed to have exclusive jurisdiction.In the event of a dispute, all costs incurred by HTB bvba, such as court costs, expert fees and lawyer’s fees, will be borne by the supplier.