TC Procurement of Products and Services Netherlands - Flipbook - Page 2
5.5. If, in the performance of the Contract in question, there is a risk of
a delay occurring in relation to the agreed delivery date or timelines
for provision of the Services, for any reason whatsoever, the Supplier
will take adequate measures on its own initiative and with immediate
effect, such as for example, employ extra staff in order to make up for
any (potential) delays, and/or to prevent these from arising. The
Supplier will promptly report the (potential) delay and the measures to
be taken to Riwal in writing. Without prejudice to the above, the
Supplier will be in default without any further notice of default being
required, if any of the agreed delivery date, timelines or
implementation periods relating to the performance of (part of) the
Contract are exceeded and Riwal shall be entitled to terminate the
Contract with immediate effect, notwithstanding any of Riwal’s other
rights hereunder.
5.6. Performance of (part of) the Contract prior to the delivery date or
agreed time for performance may only take place with prior written
permission from Riwal and will not lead to any change in the agreed
period of payment.
5.7. Products must be suitably packaged taking into account the
nature of the Products and also taking into account the means of
transport. Supplier is liable for damage resulting from or related to
undue packaging of the Products.
5.8. Products delivered which are not in accordance with the Contract
and/or the Specifications may be returned at the Supplier’s expense and
risk.
5.9. The Supplier is responsible for the removal or processing of
packaging, dirt, waste and surplus material, at its own expense.
5.10. Performance of a Contract includes the delivery of all
accompanied tools and documents such as, but not limited to,
(guarantee-) certificates, drawings, quality reports, manuals,
maintenance- and instruction guidelines.
5.11. Supplier is not entitled to perform a Contract in part(s),
unless explicitly agreed otherwise in which case these General Terms
and Conditions apply to such a partial delivery.
6. Performance of the Contract
6.1. The Supplier shall perform the Contract strictly in accordance
with the Specifications and other relevant contractual arrangements in
good workmanlike manner.
6.2. The Contract shall be performed on a non-exclusive basis. Parties
agree that Supplier and Supplier personnel render the Services as
independent parties and are not authorized to act as the agent or
representative of Riwal or to represent that it or they are entitled so to
act. Parties agree that no employment relationship shall exist between
Riwal and Supplier, Supplier’s personnel or Supplier’s subcontractors by
virtue of Supplier’s or Supplier’s subcontractor’s personnel providing
the Services under the Contract.
6.3. The Supplier undertakes that it, it’s staff, and any third parties
which it engages shall conduct themselves on Riwal’s site and it’s
premises in accordance with the regulations and rules of conduct
applying there, for example in respect of security, safety, and health,
and that they will follow any instructions or guidelines with which they
are issued in that regard and sign the necessary statements (or cause
such to be signed) including the Riwal Business Partner Code of
Conduct. Riwal is entitled to immediately stop the provision of the
Services in case the aforementioned regulations and rules are not
complied with.
6.4. Supplier shall use its best efforts to minimize any adverse impact
on the scheduled time and projected cost of the project that may be
caused by the removal or replacement of any of its personnel or
materials from a project or site.
6.5. Riwal may request the Supplier to submit regular reports setting
out the progress of the Services.
6.6. Riwal shall be entitled to change or supplement the Specifications
during performance of the Contract or to request the supply of
additional Products or Services after the Contract has been performed.
6.7. If, in the Supplier’s opinion, a change or addition to the Contract
or the Specifications has consequences for the agreed price and/or
delivery date or time for performance, the Supplier will inform Riwal of
this in writing by return post, though in no event any later than within
one calendar week before implementing the change. If the Supplier
fails to timely inform Riwal of the price change and/or change in
delivery date or time for performance, the Supplier shall be obliged to
implement the change without any entitlement to additional payment.
6.8. In the event that, in the Supplier’s opinion, a change to the
Contract or the Specifications requested by Riwal will lead to a new
price and/or delivery date or time for performance that is not
acceptable to Riwal, Riwal reserves the right to determine that the
Contract shall be performed without the changes proposed or performed
in a different way that is acceptable to Riwal. If the Supplier
and Riwal fail to reach agreement on the new price, new delivery date
or new time for performance, Riwal reserves the right to terminate the
Contract with immediate effect.
7. Testing and Inspection
7.1. Riwal at all times reserves the right to assess, test or inspect the
way in which the Contract is being performed (or to have others to do
this), but is not obliged to do so, and to take all possible measures to
this end that it considers reasonable, which includes inspecting (or
have others inspect) the places where the Contract is being performed
either in full or in part and conducting (or have others conduct) an
audit of the Supplier’s books. The (non)- performance of an inspection
by Riwal does not discharge the Supplier from any of its obligations or
liability.
7.2. Riwal shall inspect the Products that have been ordered within a
reasonable period after they have been delivered. Should Riwal reject
the Products or should it later appear, in the reasonable assessment of
Riwal, that the Products do not comply with the requirements set for
them pursuant to the Contract, Riwal, without prejudice to any of its
other rights, may give the Supplier the opportunity to rectify and/or
repair the Defects, at the Supplier’s expense and risk and at the first
request of Riwal. Any additional costs for dismantling, transport,
reproducing or reassembly shall be also at the expense of the Supplier
7.3. Acceptance of the provision of (part of) the Services shall have
no further significance than that, in the provisional judgement of
Riwal, the provision of (that part of) the Services is in accordance with
the Contract. In particular, such acceptance shall not preclude Riwal
invoking the Supplier’s non-compliance with its warranty obligations
referred to in Section 9 or any other obligation vis-à-vis Riwal.
7.4. Should Riwal reasonably find that the Services are not provided in
conformity with the requirements set for them pursuant to the
Contract or should it later appear, in the reasonable assessment of
Riwal, that the Services have not so been provided, Riwal, without
prejudice to any of its other rights, may give the Supplier the
opportunity to provide the Services again in accordance with the
Contract, at the Supplier’s expense and risk and at the first request of
Riwal. Any additional costs related thereto shall be also at the expense
of the Supplier.
7.5. If, in the reasonable assessment of Riwal, (timely) replacement or
repair of the Products or re-rendering of the Services is impossible or if
the Supplier fails to comply, within the period set by Riwal, with the
request referred to in Section 7.2 or 7.4 respectively, the Supplier
shall be required to repay to Riwal the amounts it has received from
Riwal in relation to the Products and Services concerned.
7.6. Riwal shall inform Supplier immediately in writing in
case (a part of) the performance of the Contract is being rejected by
Riwal, which notification shall be deemed to be the notification of
default. In case parties agreed a fixed time for the performance of the
Contract, Supplier will be in default with immediate effect without any
further notice of default being required.
8. Ownership and risk
8.1. All goods and deliverables developed and/or manufactured by the
Supplier in the performance of the Services, including but not limited
to drawings, sketches, moulds, templates, prototypes, computer
programs in source code, object code and/or hard copy, the
corresponding documentation and any other resources, shall become
property of Riwal upon their manufacture.
8.2. Riwal shall acquire ownership of the Products at the moment they
are delivered in accordance with Section 5 or otherwise become
available to Riwal or as much earlier as legal execution of delivery
takes place in some other manner.
8.3. The Supplier is liable for all losses or damages arising out of or
resulting from the Products, good or deliverables and/or for any losses
of and damages to such Products, goods or deliverables until the
moment they are delivered to Riwal, without prejudice to any other
stipulations laid down in these General Terms and Conditions.
8.4. Should it be agreed, in deviation from the provisions of Section
4.4, that full or partial payment shall be made for partial performance
of the Contract at an earlier point than there referred to, Riwal shall,
by making an advance payment and without any more specific act of
delivery being required, acquire ownership of all Products, materials,
raw materials, or semi-manufactures used by the Supplier to perform
the Contract or intended for that purpose. The Supplier shall be
obliged to acquire the said Products, materials, raw materials, or
semi-manufactures, entirely free of charges and third-party rights, and
to store them separately on behalf of Riwal. Supplier shall remain
liable in accordance with Section 8.3 after the transfer of ownership
pursuant to this Section 8.4.
8.5. The Supplier shall have no right of retention or right to postpone
obligations in respect of ordered Products or Services.
