Article 1. Definitions
The terms and expressions used below in these purchase conditions are defined as follows:
- Principal: Essentra Extrusion B.V., user of these purchase conditions;
- Supplier: the principal’s counterpart;
- Contract: the written agreements made between the principal and the supplier relating to the delivery of goods;
- Delivery: the placing of one or more goods in the possession or at the disposal of the principal and the installation/assembly of those goods if applicable;
- Parties: the principal and the supplier.
Article 2. Scope of application
- These purchase conditions are applicable to all applications, quotations and orders relating to the delivery of goods by the
supplier to the principal, subject to the understanding that the general conditions of the supplier are explicitly rejected.
- In the event of conflicts arising, specially agreed conditions take precedence over these purchase conditions.
Article 3. Contracts
- Contracts shall not be deemed to have been entered into until they have been confirmed in writing by the principal.
- The contracts will be evaluated by the principal following their implementation according to the following points:
- compliance with the agreed time of delivery;
- delivery of the ordered quantity;
- delivery in accordance with the agreed specifications;
- correct packaging of the goods;
- labelling of the goods
- the documentation accompanying the delivery. The supplier will receive a written report on the evaluation once a year.
- The principal shall be entitled to invoke force majeure if the implementation is curtailed or hindered, in full or in part, temporarily or permanently, by circumstances beyond his control, such as governmental measures, fire, accidents, company or labour disruption or strikes, and can terminate the contract on this basis without being obliged to pay any compensation for damages.
Article 4. Amendments
- Amendments will be agreed in writing.
- If, in the judgment of the supplier, an amendment has implications for the agreed fixed price and/or the time of delivery, he is obliged to inform the principal as such in writing as soon as possible, but within 8 working days of notification of the desired amendment, before proceeding with the amendment.
If, in the judgment of the principal, these implications for the price and/or the time of delivery are unreasonable, the parties will enter into consultation in that regard.
Article 5. Price and price review
- The prices do not include VAT and comprise all costs related to the supplier’s compliance with his obligations. The goods must be delivered carriage paid to the delivery address.
- The prices are fixed unless the contract states the circumstances under which the price can be adjusted and stipulates the way in which the adjustment can be made.
Article 6. Invoicing and payment
- Payment of the invoice, including VAT, shall, unless otherwise agreed, be remitted within 14 days with a 2% discount or within 60 days of receipt of the invoice and approval of the goods and their installation/assembly (if applicable) from the principal.
- The principal shall be entitled to suspend payment if he establishes defects in the goods and their installation/assembly (if applicable).
- The principal shall be entitled to reduce the amount of the invoice by amounts that he is owed by the supplier.
- Payment by the principal does not in any manner whatsoever imply relinquishment of rights.
- Invoices must be submitted in duplicate, one original and one copy, and must state the order or authorisation number of Essentra Extrusion B.V..
Article 7: Time of delivery
- The agreed time of delivery is of overriding importance.
- In the event of there being a possibility of late delivery, the supplier must notify the principal as such without delay. This does not affect the possible implications of that late delivery pursuant to the contract or statutory provisions.
Article 8. Delivery
- Delivery shall be made at the agreed place and the agreed time in accordance with the applicable Incoterm DDP (Delivered Duty Paid).
- The principal is entitled to postpone the delivery. In the event of the principal exercising that right, the supplier must correctly pack the goods, separate and store them in such a manner that they can be identified, preserve them, secure them and insure them.
- The Delivery Instructions of Essentra Extrusion B.V. are applicable to the delivery.
Article 9. Breach of contract
- In the event of the supplier failing to deliver the goods to the principal at the agreed time, the supplier will be held in default without notice of default being required.
- In the event of late delivery, the supplier shall be liable for the consequential losses that could be incurred by Essentra Extrusion B.V. in respect of the buyer if Essentra Extrusion B.V. delivers the goods late as a result of the supplier’s late delivery.
- Notwithstanding the right to compensation for damages and other statutory rights arising from a breach of contract, the principal shall be entitled to collect an immediately payable fine of 10% per day on which the breach of contract continues, up to a maximum of 100% of the amount payable by the principal in connection with the delivery.
- The statutory interest over amounts that the principal has paid in advance will be set off against the payable invoices over the period of default.
- In the event of the supplier claiming that one or more of his breaches cannot be attributed to him and the principal accepting that claim, the principal shall be entitled to dissolve the contract. In a situation such as that outlined above, the parties will not claim any losses from each other.
Article 10. Guarantee
- The supplier guarantees that the goods and the installation/assembly (if applicable) meet the agreed specifications.
- The supplier guarantees that the goods are entirely complete and ready for use. The supplier will ensure that all parts, auxiliary materials, accessories, tools, spare parts, directions for use and instruction books (among other things) that are necessary to achieve the principal’s objective as laid down in writing are supplied with the delivery, even if they have not been mentioned by name.
- The supplier guarantees that the delivered goods meet all relevant statutory requirements relating to aspects such as quality, environment, safety and health.
Article 11. Intellectual and industrial property rights
- The supplier guarantees the principal’s free and unencumbered use of the delivered goods. The supplier indemnifies the principal against the financial consequences of claims of third parties in respect of breach of their intellectual and industrial property rights.
- The supplier is entitled to use the information provided by the principal, but exclusively in connection with the contract. This information is and remains the property of the principal.
Article 12. Documentation
- The supplier is obliged to make accompanying documentation available to the principal in advance of or together with the delivery.
- The principal is free to use this documentation, and also to reproduce it for his own use.
Article 13. Liability
- The supplier is liable for all losses that can arise in connection with implementing the obligations arising from the contract.
- The supplier indemnifies the principal against all financial consequences of claims of third parties that are related in any way to the implementation of his obligations arising from the contract.
- The principal is entitled to require the supplier to take out insurance to cover the risks. The supplier shall be obliged to submit the relevant policy to the principal for inspection on the first request of the principal.
Article 14. Risk and transfer of ownership
- The ownership of the goods shall transfer to the principal once they have been delivered and, if necessary, assembled or installed.
- If the principal issues the supplier with materials, such as raw materials, additives, tools, drawings, specifications and software in order to enable him to meet his obligations, those items shall remain the property of the principal. The supplier will store these items separately from objects that belong to him or third parties. The supplier shall mark them as property of the principal.
- As soon as the materials such as raw materials, additives and software belonging to the principal have been processed into the goods of the supplier, the goods will be deemed to be new goods which belong to the principal. This is applicable notwithstanding article 14d.
- The risk of the goods shall be transferred to the principal as soon as the delivery and the approval of the goods in accordance with article 16 of these purchase conditions have taken place.
Article 15. Confidentiality and disclosure prohibition
- The supplier shall observe confidentiality regarding the existence, the nature and the content of the contract or other company information and shall not disclose anything in that regard without the written permission of the principal.
- In the event of the provisions of the previous paragraph being violated, the supplier shall forfeit to the principal an immediately payable fine of 50,000 euros for each violation, without prejudice to the principal’s right to claim the actual damages from the supplier.
Article 16. Inspection
- The Principal shall at all times be entitled to inspect the goods or cause them to be inspected during their production, treating and storage and after delivery.
- Upon the first request, the supplier will grant access to the principal or his representative to the place of production, treating or storage.
The supplier will cooperate with the inspection free of charge.
- If it is not possible for an inspection as provided for in this article to take place at the intended time for causes that can be attributed to the supplier, or if it becomes necessary to repeat an inspection, the costs incurred by the principal in that regard will be for the supplier’s account.
- In the event of the delivered goods being rejected, the supplier will ensure that the delivered goods are repaired or replaced within 5 working days. If the supplier fails to meet this obligation within the period set forth in this article, the principal shall be entitled to purchase the required goods from a third party at the expense and risk of the supplier.
- If the supplier fails to collect the rejected goods within 14 days, the principal shall be entitled to return the goods to the supplier at the supplier’s expense.
Article 17. Packaging
- The principal shall be entitled at all times to return the (transport) packaging materials to the supplier at the supplier’s expense.
- The processing and/or destruction of the (transport) packages is the supplier’s responsibility. If the packaging materials are processed or destroyed on the supplier’s request, that shall be done at the supplier’s risk and expense.
- A label displaying the following information must be placed on the packaging of the goods:
- Brand name/manufacturer
- Article description / charge and/or batch number.
- If the material is classified as a ‘hazardous substance’, the WMS symbol must be present on the label or the packaging.
Article 18. Dissolution
- In the event of the supplier failing to meet his obligations arising from the contract or from other contracts arising from this contract, and in the event of the bankruptcy, suspension of payment and in the event of discontinuation, withdrawal of any permits, seizure on (part of) the company property or goods designated for the implementation of the contract, liquidation or takeover or any other comparable situation facing the company of the supplier, the principal shall be entitled to dissolve the contract or to terminate the contract without being obliged to remit further payment or compensation for damages.
- Without prejudice to all of his other rights, the principal can dissolve the contract in full or in part if the supplier or one of his subordinates or representatives is offered or offers or gives any advantage to a person who is a member of the principal’s company or to one of his subordinates or representatives without informing the board of management of Essentra Extrusion B.V. of that offer in advance.
- The contract will be dissolved by means of a registered letter or bailiff’s writ sent to the supplier.
Article 19. Order, safety and environment
The supplier and his employees and third parties that he has engaged are obliged to observe statutory safety, health and environment regulations.
Any company rules and regulations in the area of safety, health and the environment of the principal must also be complied with. A copy of these rules and regulations has been attached to this contract.
Article 20. Disputes
- Disputes between the parties, including those which are only regarded as such by one of the parties, shall be resolved to as great an extent as possible by means of close consultation.
- If the parties are unable to resolve the dispute, the disputes will be referred to the competent court in Leeuwarden.
Article 21. Applicable law
The contract, of which these purchase conditions form an integral part, shall be governed exclusively by Dutch law. Foreign laws and conventions such as the Vienna Sales Convention are excluded to the extent that they are not applicable for compelling legal reasons.
Additional conditions regarding orders and the acceptance of work for the principal.
Article 22. Supplementary definitions
The terms and expressions used below in these supplementary purchase conditions are defined as follows:
Materials: goods as provided for in article 14b, which are processed into the physical objects being created, or which are used for the implementation of the work, with the exception of the equipment being used;
Equipment: all vehicles, items of equipment, cranes, scaffolding and parts thereof, usage articles and so on, that the supplier uses for the implementation of the contract, but not including the goods that are processed in the creation of the physical objects.
Article 23. Scope of application
- These supplementary conditions are applicable to all applications, quotations and contracts relating to the implementation of orders and/or the acceptance of work by the supplier.
- In addition to these supplementary conditions, the purchase conditions of Essentra Extrusion B.V. are also applicable to the aforementioned applications, quotations and contracts, unless they are deviated from in the supplementary conditions or explicitly otherwise or owing to the nature of the articles.
- For the purpose of these conditions, the personnel of the supplier are also deemed to be third parties who are engaged by the supplier for the implementation of the contract or contracts.
Article 24. Personnel, equipment and materials
- Personnel engaged by the supplier for the implementation of the contract shall meet the special requirements set by the principal and the general requirements of professional competence and expertise.
- If, in the judgment of the principle, the supplier has engaged insufficiently qualified personnel, the principal shall be entitled to order the withdrawal of those persons and the supplier will be obliged to arrange their immediate replacement with due observance of the provisions of paragraph a of this article.
- The principal is authorised to inspect and approve all materials and equipment used for the implementation of the contract and to identify personnel engaged by the supplier for the implementation of the contract.
Article 25. Site and buildings of the principal
- Before commencing the implementation of the contract, the supplier shall inform himself of the conditions on the site and in the buildings of the principal where the work is to be carried out.
- The costs of delays in the implementation of the contract caused by circumstances as provided for above shall be at the expense and risk of the supplier.
Article 26. Work on the site/in the buildings of the principal
- The supplier shall ensure that his presence and the presence of his personnel on the site and in the buildings of the principal do not cause any hindrance to the undisrupted progress of the work of the principal and third parties.
- Before commencing implementation of the contract, the supplier and his personnel shall inform themselves of the content of the instructions and regulations of the principal operated at the site and in the buildings of the principal, such as those relating to safety, health and the environment, and shall act accordingly.
- The principal will issue a copy of the aforementioned rules and regulations to the supplier on his request.
Article 27. Payment
- The principal will not remit payment until the work has been completed by the supplier to the satisfaction of the principal and/or the supplier has implemented the order to the satisfaction of the principal or until the supplier, on the principal’s first request, has demonstrated that he has paid to the personnel and employees that he has engaged for the work all that is due to them.
- The principal shall be entitled at all times to pay to the supplier, in respect of the work performed, all payable social security premiums, VAT and income tax, including national insurance premiums for which the principal could be jointly and severally liable as an independent company pursuant to the Wages and Salaries Tax and Social Security Contributions (Liability of Subcontractors) Acts by depositing those amounts in his blocked account as prescribed by the Wages and Salaries Tax and Social Security Contributions (Liability of Subcontractors) Act.
- Notwithstanding the provisions of the previous paragraph, the principal shall at all times be entitled to deduct the social security premiums, VAT and income tax, including national insurance premiums from the contract amount and to pay it on behalf of the supplier directly to the relevant industrial insurance board or the recipient of the taxes.
- In the cases provided for in paragraphs b and c of this article, the principal shall be discharged in respect of the supplier by payment to the extent that it relates to these amounts.
Article 28: Supplier’s obligations
- The supplier is responsible for correctly completing the work independently and under his own responsibility, with due observance of the prevailing regulations concerning matters such as safety and the environment.
- The work and/or the order must be correctly and properly implemented in accordance with the provisions of the contract.
- The supplier must be in possession of a valid registration certificate for the industrial insurance board with which he is registered and to be in possession of a permit to establish a business if required. The supplier must present the documents referred to above upon the principal’s first request.
- On the first request of the principal, the supplier must submit a statement containing the name, forenames, address, place of residence, date and place of birth and national insurance (SOFI) number and employment conditions of all personnel employed by the supplier.
- On the first request of the principal, the supplier must issue to the principal for inspection the pay slips or the time sheets of all personnel employed by the supplier, in accordance with a model drawn up by the principal.
- The supplier must strictly comply with all of his obligations to the personnel he employs.
- The supply must comply at times with the instructions of the personnel of Essentra Extrusion B.V. and to observe the safety rules of Essentra Extrusion B.V..
- On the first request of the principal, the supplier must submit to the principal a copy of the declarations relating to his tax payment behaviour at the industrial insurance board and the recipient of taxes.
- The supplier shall indemnify the principal against all liability to third parties in respect of the supplier’s non-compliance with his obligations arising from the contract or by virtue of the law.
- The supplier will independently implement the contract in keeping with the latest standards of technology and is also responsible for this.
- The supplier must take away waste and packaging materials once he has met his obligations.
- The supplier is liable for defects and errors in the implementation of the work.
- The supplier must submit an insurance certificate for the implementation of the work.