TC Procurement of Products and Services Netherlands - Flipbook - Page 1
GENERAL TERMS AND CONDITIONS FOR THE PROCUREMENT OF PRODUCTS AND SERVICES
1. Definitions
1.1. For the purposes of these General Terms and Conditions, the
following words shall have the meanings assigned to them below:
Contract: any agreement concluded with the Supplier and any
alteration, addition or any more detailed arrangements such as the
Specifications for the procurement of Products or Services thereto;
Defect: any deviation from the Specifications or any kind of improper
functioning of the Products;
General Terms and Conditions: these general terms and conditions
for the procurement of Products and Services;
Items: all items, documentation, images or materials otherwise, such
as models, stamps, drawings, tools or other aids, which Riwal makes
available to the Supplier in connection with the Contract;
Products: all equipment, machines, goods, materials, merchandise
and any other products (including computer software), data, as
stipulated in the Purchase Order or the Contract, which are supplied,
delivered or otherwise made available or to be supplied, delivered or
made available, to Riwal and Supplier in the performance of a
Contract;
Purchase Order: the written confirmation by Riwal of a quotation,
proposal or offer from Supplier to Riwal, sent to Supplier by regular
post, e-mail, or digitally in any other way;
Riwal: Riwal Holding Group B.V. and/or any of its affiliates that
belong to the Riwal group of companies;
Services: all services as stipulated in the Purchase Order or the
Contract, which are offered, provided or to be provided to Riwal;
Specifications: the detailed specifications or description of the
Products or Services as agreed to by Riwal and Supplier, including, if
applicable, the specifications or descriptions detailed in requests for
quotations, requests for proposals, offers and other communications
between Riwal and Supplier. Should no such detailed specification or
description be provided, the specification shall be that which is usual
between parties or, should no such specification/description exist, that
which generally applies within the sector;
Supplier: any (potential) supplier of Riwal.
2. Scope
2.1. These General Terms and Conditions shall apply to all request
for quotations, proposals and offers, all orders, agreements and other
legal relationships (including Purchase Orders, Contracts and
non-contractual or pre- contractual relationships) between Riwal and
the Supplier in respect of the ordering, procuring, receiving, providing,
purchasing, supplying or otherwise making available of Products or
Services, except and to the extent that Riwal has deviated from these
General Terms and Conditions in writing.
2.2. Riwal expressly rejects the applicability of any general terms and
conditions of the Supplier.
2.3. When Riwal and Supplier enter into any order, agreement or
other legal relationship to which these General Terms and Conditions
apply, Supplier shall be considered to have agreed to the applicability
of these General Terms and Conditions for future orders, agreements
and legal relationships regarding the procurement of Products or
Services.
3. Conclusion and term of the Contract
3.1. If Riwal asks the Supplier for a quotation, proposal or offer, the
quotation, proposal or offer submitted by Supplier, as well as any
subsequent quotations, proposals or offers submitted following
negotiations with Riwal, if any, will be deemed irrevocable. Any
requests by Riwal to Supplier for the submission of a quotation,
proposal or offer are not binding upon Riwal. Riwal is entitled to
request amendments to the quotation, proposal or offer of the Supplier
as well as to the Specifications without being bound by such request
for change or amendment.
3.2. Contracts are concluded only after Riwal has accepted the (final)
quotation, proposal, or offer made by the Supplier by issuing a
Purchase Order. If the Supplier starts to perform the provisions of the
quotation, proposal or offer without first having received the relevant
Purchase Order, Supplier will do so entirely at its own expense and
risk. Riwal is not obliged to award a Purchase Order or Contract to any
quotation, proposal or offer nor to reimburse the costs of any such
quotation, proposal or offer.
3.3. In case of, and within the existence of, a framework agreement, a
Contract is concluded each time after Riwal issues a written Purchase
Order for the provision of a (part of a) Product or Service.
3.4. The Supplier is obliged to inform Riwal with immediate effect of any
errors and/or ambiguities in request and/or documents
3.5. Contract shall be effective for the term as detailed in the
Specifications and/or the Purchase Order, unless sooner terminated in
accordance with these General Terms and Conditions.
4. Prices and payment
4.1. All prices quoted by Supplier shall be fixed, on a time and
material basis or as otherwise detailed or agreed to in the
Specifications and/or the Purchase Order, expressed in euros (unless
stated otherwise), without prejudice and subject to these General
Terms and Conditions, exclusive of VAT but inclusive of any other
taxes, incidental costs and expenses.
4.2. All prices include the standard packaging and carriage paid to
place of delivery and shall be free of import duties. Prices shall include
the provision of all materials and all preparatory and other work
necessary to comply with the requirements and descriptions set out in
the Contract and/or the Specifications. All prices include the costs for
transportation of equipment and personnel, insurance, and customs,
unless explicitly agreed otherwise in writing.
4.3. With the exception of the provisions laid down in Section 6, prices
are not subject to change, unless explicitly agreed by Riwal in writing.
4.4. The payment of an invoice shall be made in euros within sixt
(60) days of the date of invoice, unless agreed otherwise, by
transferring the amount due to the bank account stipulated by
Supplier. Invoices for Products will not be sent until Supplier has fully
and correctly performed the Contract in accordance with the
Specifications. Invoices for Services will be submitted on a monthly
basis to Riwal covering Services rendered during the preceding month,
unless explicitly agreed otherwise. Payment of an invoice by Riwal
does not imply Riwal’s acceptance of the performance of the Contract
by Supplier in accordance with the Specifications.
4.5. The invoice must contain, as a minimum, either (i) a summary
description of the Services that were performed during the preceding
month and the period during which they were provided or (ii) the
description of the Products and the quantities supplied, as well as the
respective Purchase Order number and should be addressed to the
correct Riwal legal entity. Riwal reserves the right to return invoices
which do not contain the data mentioned in this Section 4.5.
4.6. Riwal may require the Supplier to provide sufficient security if, at
whichever moment, doubts arise with regard to the Supplier’s
creditworthiness. If the Supplier fails to provide the required security,
Riwal may terminate the Purchase Order and Contract with immediate
effect without any liability for Riwal arising thereof.
4.7. Riwal is entitled, without judicial intervention, and without
prejudice to any other rights that Riwal may have under the Contract
or applicable law, to offset and/or suspend payment of any amount it,
or a company affiliated to it, has or will have a claim, which may or may
not be enforceable, against the Supplier or a company affiliated to the
Supplier.
5. Delivery and Time for performance
5.1. Delivery of Products shall be deemed to have taken place once the
Products are stored on the premises designated by Riwal (Delivery
Duty Paid, in accordance with Incoterms 2010), unless otherwise
agreed. Delivery of Products takes place during normal working hours.
5.2. The Supplier acknowledges that the agreed time, time for
performance of the Contract, and/or any further deadlines or timelines
specified, are of essential importance to Riwal.
5.3. The Supplier shall be deemed to be in default by exceeding the
deadlines or timelines for performance agreed with Riwal. Any penalty
agreed on for such default event shall be without prejudice to Riwal’s
other rights including its right to demand compliance and its right to
the full payment of damages by the Supplier; the said penalty shall not
be deducted from any such damages.
5.4. Riwal shall be entitled at any time and for whatever reason, by
providing a written statement to the Supplier, to defer the
performance of the Contract that it has ordered for a period to be
specified. In such event, Supplier shall store the Products in a suitable
location, separate from any other goods or products, on behalf of
Riwal, insuring them and taking appropriate measures to prevent any
loss of quality. Riwal shall make reasonable payment to the Supplier for
the cost of such storage, measures, and insurance. Riwal reserves
the right to issue further instructions upon commencement of the
Contract concerning work hours and time schedules, as well as to the
precise location on the site where the Services should be performed.
