Revised. 1996

1.    The present general conditions of purchase are part of all agreements concluded by us, under which we act as purchaser of goods and/or services or contract out work and moreover apply to all our orders and all offers and all deliveries made by the supplier, seller, contractor or whatever the name of the other party may be (hereinafter to be referred as to “supplier”) to us. We herewith expressly reject the applicability of possible general conditions used by the supplier.

2.    Orders and agreement relating thereto, modifications thereof and additions thereto will be binding upon us only if they have been placed or confirmed as the case may be in writing by our purchasing department.

3.    Unless otherwise agreed in writing, the delivery condition Delivered Duty Unpaid (D.D.U.) shall apply. If a condition is applied, of which the English translation is also included in the latest Incoterms, the latter shall apply. We shall cover for our account the risk of transport from warehouse to warehouse except in the event of CIF-condition has been agreed.

4.    All offers and/or tenders made by or by order of the supplier, in whatever way, especially regarding prices, quality specifications, delivery time and quantity shall be binding upon the supplier.


5.    The supplier shall inform us whether any of the goods and/or services covered hereunder are subject to United States Export Control Regulations and other applicable export control legislation. Under US Export Control Regulations you might be obligated to inform us whether re-export of such US controlled item requires US governmental approval. Unless otherwise informed we shall consider the goods and/or services not to be subject to US Export Control or other export control legislation.

6.    The prices mentioned by the supplier shall be fixed prices. The supplier shall not be authorized to change the prices in the meantime unless agreed otherwise in writing.


7.    The supplier shall execute the order at the time or times agreed upon. In the event of early execution of all or part of the order, which is permitted only with our prior written approval, payment will nevertheless be effected as if the initially agreed time(s) had been adhered to.

8.    The supplier guarantees that all the delivered goods are fit for the purpose for which they are destined, provided that either he has been informed of such purpose or the same was otherwise reasonably known to him, and that the goods are in conformity with the agreed specifications and approved samples. The supplier furthermore guarantees that the goods are of sound workmanship, of good quality and are free from faults in construction, manufacture and material, and that the goods and their performance shall satisfy mandatory regulations relating to inter alia health, safety, the environment and electro-magnetic interference, valid in the country for which the goods are destined if this destination was communicated to him or was otherwise reasonably known to him. Where the order provides for installation, assembly, commissioning, or any other work to be carried out by the supplier, the same shall be executed with good workmanship. The supplier shall execute the work with an adequate or the agreed qualification or quality as the case may be. The supplier guarantees that the work shall be executed in accordance with the agreed requirements and that the results intended to be achieved according to the order shall be met.

9.    Inspection of the food in the factory of the supplier implies neither delivery nor acceptance. The goods remain for the account and at the risk of the supplier until the risk has passed to us in accordance with the agreed terms of delivery.

10.    We shall be entitled to inspect the goods upon their arrival at the ultimate place of destination and to inspect the installation, assembly, commissioning or any other work carried out pursuant to the order within a reasonable period after the supplier has informed us of its completion, in order to ascertain whether the agreed requirements, particularly those specified in point 8, are complied with. In the event of rejection or non-acceptance we will inform the supplier immediately in writing. At the risk and expense of the supplier we are entitled either at any time to return the rejected goods or to retain the same until the supplier has given us instructions as to their disposal. From the date of dispatch of our written notice the property of the goods shall pass to the supplier.

11.    Unless otherwise agreed in writing, payment shall be effected after the order has been duly executed and after receipt of the relevant invoice in accordance with the agreed payment terms, unless we have objected to the way in which the order has been executed before payment is due. Payment shall be without prejudice to any of our rights.

12.    We shall be entitled to offset amounts due by us to the supplier, with amounts due by the suppliers (and/or other companies being part of the same group) to us (and/or to other companies being part of the same group). Where, in the event of offset, amounts are quoted in different currencies, we shall decide in which of these currencies the offset shall be effected. Conversions shall be effected at the rate of exchange valid at the due payment date of the relevant invoice(s).

13.    By means of a written statement, the supplier shall transfer to us the property of all items such as models, dies, moulds, jigs, gauges, tools and drawings specifically acquired or manufactured by the supplier for the execution of our order, immediately upon the same having been supplied to him or the manufacture by him having been completed. Where the supplier acquires such items from third parties, we shall pay the supplier if this has been agreed, but only after the supplier has produced evidence that he has fully paid therefore. The supplier shall retain such items on loan from us. All such items including materials and components which we put at the suppliers disposal for the execution of our order will remain our property under all circumstances. We reserve at all times and under all circumstances the right to take them back, whether or not the same have been processed and/or used by the supplier, against reimbursement of processing costs, if due by us. The supplier shall store such materials and components separately and he shall clearly mark all such items as our property. He shall inform any third parties who might seek recourse thereon of our proprietary right; he shall immediately inform us of such a possibility. The supplier shall not use such items, nor will he allow them to be used by or on behalf of third parties for or in connection with any purpose other than the execution of our order.

14.    Where the order provides for installation, assembly, commissioning or any work to be carried out by the supplier, the same shall be at his expense and risk whether carried out by himself or by third parties on his behalf for which, however, we may withhold our consent. The supplier shall take all precautions necessary to ensure that the work is carried out in accordance with mandatory and other regulations applicable where the same is carried out and he shall be liable for injuries and damages to persons and properties inflicted as a result of the said work. The supplier shall effect at his own expense all insurances necessary to indemnify us against all damages, costs and claims resulting from any negligence or act or omission on the part of the supplier, the above mentioned third parties and persons used by the supplier and such third parties and shall provide satisfactory evidence thereof on demand.

15.    The supplier shall indemnify us against all fines, losses, damages, costs and expenses arising from any actual or alleged utilization of any patent, patent application of other industrial or intellectual proprietary rights as a result of the use, processing, sale, storage or lease of the goods, except to the extent that the same is the result of adaptations made by the supplier to comply with our specific design requirements.

16.    If by virtue of our order goods are to be provided with one or more trademarks owned by us or with trademark(s) which we are entitled to apply or to have applied the suppliers shall not in any way by implications or otherwise claim any title to such trademark(s) or similar or related trademark(s). Only goods so ordered by us shall have such trademark(s) applied to them. The supplier shall adhere to our instructions with respect to dimensions, positions, positioning and other aspects related to said trademark(s).

17.    When offering for export or transportation dangerous goods, the supplier shall strictly adhere to statutory provisions and provisions of international treaties, conventions and agreements relating to transport of dangerous goods applicable in the countries (to be communicated by us unless reasonably known to the supplier), where the goods will be transported. On our demand, the supplier shall provide us with such written information regarding the composition of dangerous goods, so that transport, warehousing and processing thereof may be effected in compliance with the relevant provisions of laws, international treaties, conventions and agreements applicable in the countries referred to in the foregoing paragraph. The supplier shall not be released from his obligations under this point 17 by relying on information provided by us regarding the above mentioned provisions.

18.    All data and information obtained from us, whether verbally or in writing, shall be applied by the supplier for the execution of our order(s) only. All such data and information shall remain our property and if in written form shall be returned to us immediately upon our first request, together with all copies thereof. All data and information shall be kept in strictest confidence by the supplier and he shall not refer thereto, nor to the fact that he supplies or has supplied us, in any publications, advertisements or other verbal or written form, save with our prior written approval.

19.    Failure by the supplier to perform within the agreed time or times, to adhere to the agreed quantities, or to fulfill the requirements pursuant to point 8 hereof or otherwise to perform any of the obligations pursuant to this order and agreement(s) relating thereto shall entitle us at our option:   
a) to give the supplier the opportunity to remedy his failure within a period of time to be fixed by us, or
b) to cancel the order at our option wholly or partially without notice of default or recourse to the court; we shall also be entitled to cancel in such manner in the event that the supplier shall not have remedied his failure within the period of time fixed by us in accordance with (a) above, provided always that we shall be entitled to be indemnified by the supplier for all losses, damages, costs and expenses including fines which we may incur directly or indirectly as a result of such failure.

20.    The fact that we do not notify the supplier of non-fulfillment if any, of any of his obligations, shall not be construed as a waiver of our right to require strict fulfillment of such obligations.

21.    This order and agreements relating thereto shall be governed and constructed in accordance with Dutch law.

22.    All disputes arising from this order and agreements relating thereto shall be settled exclusively by the competent court at the district of The Hague, The Netherlands.

Registered at Chamber of Commerce Delft under no. 01108

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