version # V20120423
1. General Conditions
1.1. These Purchase Conditions shall exclusively be applied to and govern all purchases of products and services by Norkring België N.V. from any entity of Seller.
1.2. These Purchase Conditions may relate to (i) deliveries of products, (ii) deliveries involving installation & commissioning or (iii) deliveries of services. “Commissioning” is understood to be the design, installation, testing and maintenance of systems and components in accordance with Buyer’s requirements.
Below, the term “product(s)” may refer to either three of these categories.
1.3. These Purchase Conditions shall supersede and exclude the general, standard and any other terms and conditions, which may be written on or referred to in any quotation, confirmation, delivery order, invoice or any other document in any technical form used by Supplier in selling products or services to Buyer. Supplier shall be deemed to have fully accepted these Purchase Conditions. No modification or amendment to these Purchase Conditions shall be valid unless accepted in writing by Buyer. These Purchase Conditions are also applicable to transactions with Supplier involving third parties.
1.4. A valid contract or written purchase agreement for the products or services between Buyer and Supplier shall nevertheless prevail over these Purchase Conditions as of the date such agreement has become effective.
2. Timely delivery and transfer of title and risk
2.1. For deliveries of products not involving installation or commissioning, the title to products and transfer of risk shall be upon receipt by Buyer at the designated place of receipt. For deliveries involving installation, commissioning or services, the title to products and transfer of risk occurs on acceptance by Buyer.
2.2. Unless otherwise agreed, the terms of delivery are DDP (“Delivered Duty Paid” – Incoterms 2010) for international shipments.
2.3. Each delivery shall include a packing or delivery note with details of the contents delivered as well as a complete reference to the order.
2.4. For the purposes of establishing the timeliness of delivery or re-performance, the relevant point in time for deliveries of products is the date of receipt at the place of receipt designated by Buyer. For deliveries involving installation, commissioning or services, the relevant point in time shall be the date of acceptance by Buyer.
2.5. Where any delay in delivery or performance can be anticipated, i.e. in any case when the agreed delivery date as per purchase contract or purchase order will not be met, Supplier shall notify Buyer immediately. This duty does not limit any of Supplier’s liabilities resulting from late delivery. In order to avoid any delay, Supplier shall use its best efforts at Supplier’s sole risk and expense, to minimize any possible delay.
2.6. In the event of delay in delivery (without installation & commissioning) or performance, Buyer may charge a penalty in respect of each commenced working day of delay amounting to 0,5% per day relative to the total value of the products in question. This penalty may not exceed a total of 10% of the total value of the contract at hand
In the event of delay in delivery of Products involving installation & commissioning, Buyer may charge a penalty in respect of each commenced working day of delay amounting to 0,5% per day relative to the total value of the Products in question. This penalty may not exceed a total of 10% of the total value of the contract at hand
More stringent conditions may be agreed at contract or purchase agreement level.
2.7. Supplier will not be responsible for delay or deficiencies in delivery of Products in circumstances qualifying as Force Majeure (see Article 17. Below for definition Force Majeur).
3. Inspection of products delivered
3.1. Buyer may inspect products upon delivery to ensure that the products meet all specifications and other requirements specified by Buyer. In case of on-site installation & commissioning or performance, Buyer is entitled to execute site acceptance tests to ascertain that the equipment installed functions according to specifications.
3.2. Any acceptance of products by Buyer, with or without inspection, shall not to any extent release Supplier from any of its obligations to deliver products that meet the specifications and fulfill the requirements of Buyer nor limit Buyer’s right to make claims relating to the products or to the deliveries, if any product is later found not to meet the specifications or the requirements of Buyer.
3.3. Should Buyer discover any deficiency in the course of these inspections or at any later point in time, it shall inform Supplier of such deficiency.
4. Invoicing
4.1. Supplier will send invoices for delivered products or services to Norkring België N.V.’s official company address. Invoices shall at least state addressee’s identification, VAT number (BE 0808.922.491), invoice date, adequate description of products or services delivered, delivery date and purchase order reference.
4.2. Supplier shall apply correct V.A.T. on its invoices.
4.3. Invoices for advance payments are subject to specific authorization rules to be agreed on order or contract level.
5. Taxes
Supplier shall comply with all applicable tax legislation.
6. Payment
6.1. Unless otherwise agreed, the payment term is “sixty (60) days month end” after delivery of products or services is completed and a correct invoice is received by Buyer. Buyer is entitled to withhold payments if Supplier has not delivered the ordered products or services in full quantities and/or if any products or services do not strictly confirm to the specifications and other requirements.
6.2. Payment does not constitute an acknowledgement that the corresponding delivery of products or services was provided in accordance with these Purchase Conditions.
6.3. Buyer shall be entitled to withhold from payments any amount as required on the grounds of any applicable legislation relevant to Supplier’s and Buyer’s business.
7. Warranty
7.1. Supplier warrants that all products or services delivered conform to the applicable specifications and other requirements set forth in these Purchase Conditions and shall for a period of at least thirty six (36) months from the date of acceptance (whether written or implied), be free from deficiencies and errors and shall not constitute a risk for health, life or property of a person. Furthermore, product(s) and any part thereof shall be fit for the purpose they were intended to according to specifications or specified by Supplier. If such deficiencies or errors are identified, Supplier must at its own expense and at the discretion of Buyer either remedy the deficiency, defects or errors or provide substitute of performance.
7.2. If Supplier provides substitute performance or repairs, the warranty periods set out in section 7.1. shall begin to run once again.
7.3. Should Supplier fail to rectify any deficiency within a reasonable time period set by Buyer, Buyer may (i) cancel the contract in whole or in part without being subject to any liability for damages, or (ii) demand a reduction in price, or (iii) undertake itself any rectification at the expense of Supplier, or (iv) substitute performance or arrange for such to be done and claim damages in lieu of performance.
7.4. Supplier shall bear the costs and risk related to the return of deficient products.
7.5. Specific warranty conditions may be contracted in separate agreements or at order level. Specific warranty conditions shall always prevail.
8. Damages
Supplier is obliged to compensate Buyer for any costs or loss as a result of Supplier’s breach of any obligation under the purchase agreement. The obligation to compensate includes Buyer’s indirect and/or consequential losses unless explicitly excluded. Assessment of level of compensation shall be based on regular Belgian judicial practice regarding compensation.
9. Intellectual Property Indemnity
9.1. Supplier warrants that the product(s) do not infringe any intellectual property right(s) of any third party. Supplier will indemnify, defend and hold harmless Buyer, its affiliates, subcontractors, contract manufacturers and customers against any claims, actions, suits, demands, and other such proceedings, damages, costs, expenses and liabilities (including but not limited to attorneys’ fees and costs) alleging that the product(s) or the use of product(s) in or in connection with any Buyer products infringe upon any patents, trade-marks, copyrights, trade secrets or designs or other industrial and/or intellectual property rights of any third party.
9.2. In addition, at Buyer’s sole discretion, and without limiting any indemnification rights, Supplier shall at its sole risk and expense either (i) modify the product(s) to avoid infringement, while at the same time maintaining compliance of the product(s) with the specifications and other requirements referred to in these Purchase Conditions, or (ii) obtain for Buyer at Supplier’s sole risk and expense a license to continue using and exploiting the product(s) in accordance with these Purchase Conditions free of any liability or restriction and without time limitation
10. Subcontracting to Third Parties
10.1. Subcontracting to Third Parties shall not take place without the prior written consent of Buyer and entitles Buyer to cancel the contract in whole or in part and claim damages.
10.2. Even when Buyer agrees with Supplier’s subcontracting to Third Parties, Supplier is solely responsible for the performance under these agreements as for Supplier’s own performance hereunder. Supplier has full economic responsibility towards the subcontractors.
11. Provided material
11.1. Any material, tools, samples, drawings, specifications provided by Buyer as well as any material derived there from remains the property of Buyer and shall not be made available to any Third Party nor used for any other purpose than those contractually agreed except with the prior written consent of Buyer. Such material is to be stored, labeled and administered separately and shall be protected against unauthorized access or use.
12. Confidentiality
12.1. Buyer and Supplier shall keep confidential (i) any information about the other party, his business, systems, programs and data, products, dispositions, plans, customers or other of relevance for his business or (ii) any information that can be exploited by anyone doing business and/or that could harm Buyer or Supplier if such information were disclosed.
12.2. The duty of confidentiality also applies to employees of Buyer and Supplier and other that act on behalf of Buyer and Supplier. This duty will continue also after these persons have ended their services with Buyer or Supplier.
12.3. Buyer and Supplier undertake to take the precautions necessary to ensure that information as intended under 12.1. above is not disclosed to others in violation of this clause.
12.4. Any signed and valid non-disclosure agreement between Buyer and Supplier covering any product(s) shall be applied as intended.
13. Indemnification
13.1. Supplier shall indemnify Buyer and its officers, directors, employees, agents, subcontractors, contract manufacturers and customers and hold all of them harmless from and against all actions, claims, demands, suits, and other such proceedings, damages, costs, expenses and liabilities, including without limitation attorneys’ fees and costs, arising out of injury or death to persons and/or loss or damage to property to the extent caused by the product(s) or any acts or omissions of Supplier.
14. Assignment
14.1. Supplier shall not have a right to assign any of its rights or obligations in relation to any products or these Purchase Conditions without a prior written consent from Buyer.
15. Supplier Conduct Principles
15.1. Relationship with National Law
In addition to complying with the provisions of these Supplier Conduct Principles (hereinafter “the Principles”) the Supplier shall comply with applicable local laws. Where the provisions of applicable local laws and the Principles address the same subject, and are not in conflict, the highest standard shall be applied. Should any of the requirements in the Principles conflict with applicable local laws in the sense that it would represent a breach of applicable local laws if the Principles were applied, the highest standards consistent with applicable local laws shall be applied.
15.2. Human rights
The Supplier shall respect internationally proclaimed human rights, and shall avoid being complicit in human rights abuses of any kind. The Supplier shall respect the personal dignity, privacy and rights of each individual.
15.3. Labour standards
15.3.1. Freedom of Association and the Right to Collective Bargaining
The Supplier shall ensure and recognize the right of free association and, where a significant proportion of the workforce agree, collective bargaining of employees and/or workers (employees and/or workers hereinafter to be collectively referred to as “Worker/Workers”). The Supplier shall not discriminate against Worker’s representatives or members of trade unions, which shall also have access to carry out their representative functions in the workplace. Where the right to freedom of association and collective bargaining are restricted under national law, the Supplier shall allow Workers to freely elect their own representatives.
15.3.2. Forced Labour
The Supplier shall not use forced or compulsory labour, including, but not limited to, debt bonded labour. The Supplier shall ensure that the work relationship between the Worker and the Supplier is freely chosen and free from threats. The Supplier shall ensure that all Workers shall be free to leave their employment/work after giving reasonable notice. Workers shall not be required to lodge deposits of money, identity papers or similar in order to get or keep their employment/work.
15.3.3. Child Labour
The Supplier shall not employ or use child labour. In these Principles “child” means anyone under 15 years of age, unless national or local law stipulates a higher mandatory school leaving or minimum working age, in which case the higher age shall apply. “Child labour” means any work by child or young person unless it is considered acceptable under the ILO Minimum Age Convention 1973 (C 138).
If any child is found working at the premises of the Supplier, it shall immediately take steps to redress the situation in accordance with the best interests of the child.
The Supplier shall secure that persons under the age of 18 do not perform any hazardous work. In these Principles ‘hazardous work’ means work which exposes children to physical, psychological or sexual abuse; work underground, under water, at dangerous heights, in confined spaces; work with dangerous machinery, equipment and tools, or which involves the handling or transport of heavy loads; exposure to hazardous substances, agents or processes, temperatures, noise levels or vibrations; particularly difficult conditions such as work for long hours or at night or where the child is unreasonably confined to the premises of the Supplier.
15.3.4. Non Discrimination
The Supplier shall prohibit direct or indirect negative discrimination based on race, colour, sex, sexual orientation, language, religion, political or other opinion, national or social origin, property, birth or other status, and shall promote equality of opportunity or treatment in employment and occupation.
The Supplier shall prohibit and refuse to tolerate, and not confer upon its Workers, any unacceptable or degrading treatment, including mental cruelty, sexual harassment or discrimination gestures, language or physical contact, that is sexual, coercive, threatening, abusive or exploitative.
15.3.5. Employment Conditions
The Supplier shall provide remuneration that meets any national legal standard on minimum wage. The basis on which Workers are being paid is to be clearly conveyed to them in a timely manner.
The Supplier shall secure that working hours are not excessive and as a minimum comply with applicable local laws.
The Supplier shall respect the individual Worker’s need for recovery and secure that all Workers have the right to adequate leave from work with pay.
The Supplier shall secure that all Workers are provided with written agreements of employment setting out employment conditions in a language understandable to the Worker.
15.4. Health and Safety
The Supplier shall secure that the Workers are provided with a healthy and safe working environment in accordance with internationally recognized standards.
The Supplier shall do its utmost to control hazards and take necessary precautionary measures against accidents and occupational diseases. Whenever necessary Workers are to be provided with, and instructed to use, appropriate personal protective equipment.
The Supplier shall provide adequate and regular training to ensure that Workers are adequately educated on health and safety issues.
The Supplier shall secure that, where it provides accommodation, it shall be clean, safe and meet the basic needs of the Workers, and, where appropriate, for their families.
15.5. Environment
The Supplier shall take a precautionary approach towards environmental challenges, undertake initiatives to promote greater environmental responsibility, and encourage the development and diffusion of environmentally friendly technologies.
The Supplier shall act in accordance with relevant local and internationally recognized environmental standards.
The Supplier shall minimize its environmental impact and continuously improve its environmental performance.
15.6. Prohibited Business Practices
15.6.1. Corruption and other Prohibited Business Practices
The Supplier shall comply with applicable laws and regulations concerning bribery, corruption, fraud and any other prohibited business practices. The Supplier shall not offer, promise or give any undue advantage, favour or incentive to any public official, international organization or any other third party. This applies regardless of whether the undue advantage is offered directly or through an intermediary.
15.6.2. Gifts, Hospitality and Expenses (Business Courtesies)
The Supplier shall not, directly or indirectly, offer gifts to [employees or representatives or anyone closely related to these, unless the gift is of modest value. Hospitality, such as social events, meals or entertainments may be offered if there is a business purpose involved, and the cost is kept within reasonable limits. Travel expenses for the individual representing Norkring shall be paid by Norkring. Hospitality, expenses or gifts shall not be offered or received in situations of contract negotiation, bidding or award.
15.6.3. Money Laundering
The Supplier shall be firmly opposed to all forms of money laundering and shall take steps to prevent its financial transactions from being used by others to launder money.
15.6.4. Competition
The Supplier shall under no circumstances cause or be part of any breach of general or special competition regulations, such as illegal cooperation on pricing, illegal market sharing or any other behavior that is in breach of relevant competition laws.
16. Force majeure
16.1. Force Majeure is defined as circumstances outside the Parties’ control which make it impossible or unreasonably burdensome for the Parties to fulfill their obligations under an agreement and which Parties neither foresaw nor should have taken into account when entering into said agreement.
16.2. In these extraordinary situations that are qualified as Force Majeure, the obligations of the Parties shall be suspended for the period during which the Force Majeur situation exists.
16.3. The Party intending to plead Force Majeure shall notify immediately and in writting the other Party of all the circumstances under which Force Majeure exists and of all relevant dates. If this is not done, the right to demand suspension of obligations is forfeited.
16.4. If one of the Parties is affected by Force Majeure as described above, the other Party shall have the right to cancel the agreement with immediate effect if the situation lasts or is expected to last for more than 50 days.
16.5. Both Parties shall make all reasonable efforts to mitigate the effects of any delay caused by an event of Force Majeure.
17. Insurance
17.1. Supplier will be adequately insured at any given time vis-à-vis the Buyer to cover (i) civil liability (tangible and intangible damages or losses) for a minimum of EUR 2.500.000 per case and (ii) professional liability for a minimum of EUR 2.500.000 per case..
17.2. This insurance requirement is also applicable to subcontractors of the Supplier who will remain liable at all times in his capacity of main contractor.
18. Applicable law and jurisdiction
18.1. These Purchase Conditions shall be governed by and construed in accordance with the laws of Belgium. Any disputes relating to or arising in connection with any products and/or these Purchase Conditions shall be finally settled in arbitration conducted in the Dutch language and before the court of Antwerp, Belgium.
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