1. Acceptance of the purchase order
1.1. The Supplier agreeing to supply the materials or services ordered herein, or the supply of said materials or services, in whole or in part, shall constitute acceptance of this purchase order by the Supplier, subject to these terms and conditions. Any term or condition proposed by the Supplier that is incompatible with, or in addition to, these terms and conditions of purchase shall be deemed null and void, unless it has been specifically approved by JDC. Amendments or additions to the present document must be in writing and signed by JDC in order to take effect. These terms and conditions, as well as the amendments accepted by JDC in writing, constitute the full agreement between the Parties.
1.2. The Supplier must return a signed copy or an email or any other written means to acknowledge receipt and acceptance of the order within five (5) days. Failure to acknowledge receipt implies acceptance of the purchase order and all of these general terms and conditions of purchase, or authorises JDC to cancel the order without any further compensation.
2. Shipping instructions
2.1. The delivery is carried out in accordance with the Incoterms 2010, which were published by the International Chamber of Commerce, as mentioned in the purchase order, and must comply with the written shipping instructions provided by JDC at all times.
2.2. The Supplier is responsible for the correct packaging of the relevant materials.
2.3. When supplying or transporting hazardous goods, the Supplier must rigorously comply with legal provisions and the provisions of any international treaties, agreements and conventions concerning the transport of goods that are applicable in the relevant countries. These shall be communicated by JDC, or reasonably known by the Supplier.
2.4. At the request of JDC, the Supplier must provide written information about the composition of hazardous goods, in order to ensure that they are transported, stored and processed in accordance with the relevant provisions of any international laws, treaties, agreements or conventions that are applicable in the countries to which the previous paragraph pertains.
2.5. The Supplier shall not be relieved of their obligations with respect to Article 2 based on the information we provide concerning the aforementioned provisions.
3. Delivery – notice of delay
3.1. The timeframe is binding and an essential element of this purchase order and no action by the Buyer, including, but not limited to, changing this purchase order or accepting late deliveries, shall constitute a waiver of this provision. The Buyer also reserves the right to reject, or return at their own risk and expense, shipments made in addition to their orders or shipments carried out before the scheduled delivery date, or to defer payment for early deliveries until the scheduled date.
3.2. The Supplier shall inform the Buyer in writing of any delay or possibility of an actual or potential delay that is likely to hold up the execution of the order within the allotted time as soon as possible.
3.3. In the event of a late delivery or execution, the Buyer has the right to apply a penalty for each week’s delay automatically and without any formal notice. This amounts to 1% of the total amount of the order, up to a maximum amount of 10% of the total amount of the order (excluding VAT). These penalties shall be deducted from future payments and do not release the Supplier from their obligations arising from this purchase order.
3.4. Failure by the Supplier to comply with the agreed-upon deadlines or the expected quantities, to satisfy the requirements of Point 5 of this document or to execute any obligation established in this purchase order entitles us to do one of the following:
- i) give the supplier the opportunity to remedy their breach within a period of time established by us; or ii) cancel the order, in whole or in part, without formal notice or legal recourse. We shall also be entitled to cancel the order in this way if the Supplier has not remedied their breach within the aforementioned period of time.
In this case, we are also entitled to be compensated by the Supplier for any losses, damages, costs and expenses, including fines, which we may suffer, either directly or indirectly, as a result of this non-compliance.
4. Price – payment
Unless otherwise agreed in writing, prices are fixed and non-negotiable for all of the deliveries in this order. The supplier’s invoices are paid, at our discretion, either sixty days from the end of the month, or on the date on which the invoice is received, or on the date on which the goods are accepted and approved. If we wish, the Supplier’s invoices may be paid in cash with a 3% discount. In the event of a partial delivery, we reserve the right to await the delivery of the balance before making the payment in accordance with the aforementioned terms and conditions.
5.1. The Supplier guarantees that the materials delivered, or the services provided, as part of this purchase order are free from manufacturing defects, material faults or design flaws and that they comply with the specifications, drawings and/or samples from JDC in every way. They also guarantee that the goods are well made, of a good quality and that their performance satisfies the mandatory regulations concerning health, safety, environmental protection and electromagnetic interference in effect in the country the goods are intended for, if they have been informed of this destination or it was otherwise reasonably known to them. These guarantees shall last beyond final acceptance and payment.
5.2. Where the purchase order provides for the installation, assembly and commissioning of any other work by the Supplier, these tasks must be performed correctly. The Supplier must perform the work with an appropriate or agreed-upon number of people and amount of materials, components, equipment and tools that have been appropriately qualified or that satisfy an agreed-upon level of quality, where applicable. The Supplier guarantees that the works shall be carried out in accordance with the agreed-upon requirements and that the results outlined in the purchase order shall be achieved.
5.3. These guarantees cover JDC and its clients.
5.4. Unless there is an agreement in writing to the contrary, the minimum warranty period is twelve (12) months from the date on which the goods/services were accepted on a provisional basis and eighteen (18) months from the delivery date at the latest.
5.5. The Supplier shall be deemed liable, and indemnify JDC against any loss, damages or costs that JDC may incur, in the event of a breach of any of these guarantees, including the replacement (if JDC so chooses) of non-compliant goods.
6.1. Any materials and workmanship is subject to an inspection by JDC or their client before and during production and after delivery. JDC may require the Supplier to repair or replace the rejected material, or the Buyer may accept any material and, if they discover any non-compliance, reject or retain and revise any non-compliant materials. Repair, revision, replacement, inspection, transport, repackaging and/or new inspection costs shall be borne by the Seller.
6.2. If the inspection and testing are carried out on the Supplier’s premises, or on the premises of its subordinate subcontractors, the Supplier must provide any reasonable facilities and assistance, at no additional cost, so that the inspection and testing can be carried out completely safely by the inspectors carrying out their duties. The aforementioned provisions of this article are complementary to, and do not replace, the provisions of Point a) above.
6.3. The inspection of the goods in the Supplier’s plant does not imply delivery or acceptance. The goods remain the property of the Supplier, who bears all risks for them, until the risk is assumed by us in accordance with the agreed-upon terms of delivery.
6.4. Failure by JDC to carry out an inspection does not release the Supplier from any execution obligations under any circumstances, based on the terms of the purchase order.
JDC is authorised to inspect the goods when they arrive at their final destination, and to inspect the installation, assembly, commissioning or any other work carried out in accordance with the purchase order, within a reasonable period of time after the Supplier has informed us of its completion, in order to determine whether the agreed-upon requirements, in particular those outlined in Point 5, have been met. In the event the goods or works are rejected or not accepted, we shall immediately inform the Supplier in writing. We have the right to return the rejected goods at any time, or to store them until such time as the Supplier has provided instructions as to how to dispose of them. This is done at the Supplier’s expense and they are liable for any risks. Starting from the date on which our written notice has been sent, ownership of the goods reverts to the Supplier.
JDC has the right, by written order, to suspend the work, or to make changes to the delivery date or the services to be rendered or the materials to be supplied by the Supplier from time to time. If this suspension or modification results in an increase or decrease in the cost of executing this purchase order, or the time required to execute this purchase order, a fair adjustment must be negotiated quickly and the purchase order must be amended in writing as a result. Any claim made by the Supplier for an adjustment based on this clause must be made in writing within 20 days of the Supplier receiving notification of the change or suspension and must be followed up with details of the amount being claimed and supporting documentation of the costs as soon as possible. However, none of this prohibits the Supplier from proceeding to execute this purchase order while they wait for their claim to be resolved.
9. Order of priorities
In the event of any conflict between the specifications, drawings, samples, designated type, part number or catalogue descriptions, the specifications shall take precedence over the drawings, the drawings over the samples, regardless of whether or not they have been approved by JDC, and the samples over the designated types, the part numbers and the catalogue descriptions. In the event that the specifications, drawings or other requirements in this purchase order are ambiguous, the Supplier must consult JDC before execution. JDC’s interpretation shall be final.
The Supplier may not subcontract any portion of this purchase order without written consent from JDC. In any event, the Supplier retains exclusive liability towards JDC for the execution of the purchase order.
11. Property of the Buyer
11.1. The Supplier transfers ownership of any items, such as models, matrices, moulds, jigs, gauges, tools and drawings that have been specifically acquired or produced by the Supplier for the purposes of executing our order to JDC by means of a written statement once these elements have been provided to them or as soon as the elements they have manufactured are complete. Where the Supplier acquires these items from third parties, JDC pays the Supplier if an agreement exists to this effect, but only after the Supplier has proven that it has paid in full. The Supplier retains these items on loan from JDC.
11.2. All of these items, including materials and components that JDC provides to the Supplier for the purposes of executing our order, remain the property of JDC in all circumstances. JDC reserves the right to retrieve them at any time, and under any circumstances, regardless of whether or not they have been processed and/or used by the Supplier, in exchange for a refund of the processing costs, if these are owed by JDC. Storage, maintenance and repair of these tools, materials or components shall be carried out by the Supplier, at their own risk and at their own expense.
11.3. The Supplier stores these materials and components separately and dutifully labels these items as belonging to us. It shall inform any third party seeking reparations of JDC’s property rights and must immediately notify JDC if this occurs. The Supplier must not use these items, or allow them to be used by, or on behalf of, third parties, for any purpose other than executing an order for JDC.
12. Legal compliance
Where the order provides for the delivery and/or installation, assembly, commissioning or any other work by the Supplier, this is all carried out at their expense, cost and risk, regardless of whether the tasks are performed by the Supplier themselves or third parties on their behalf, in which case, we may not consent. The Supplier must take all the necessary precautions to ensure that the work is carried out in accordance with the mandatory regulations and any other regulations that apply to the supply and/or works and services to be carried out. They shall also present all the necessary supporting documents. It shall observe, or shall have observed, any legal provisions concerning:
- tax and social regulations
- health and safety regulations
- general working conditions • use of foreign labour
They shall be liable for any injuries or damages caused to individuals and goods as a result of said work and/or delivery of the goods. The Supplier must contract all of the necessary insurances to protect us against any damages, costs and claims resulting from any negligence, action or omission on their part, on behalf of the aforementioned third parties and on behalf of individuals employed by the Supplier and third parties, at its own expense, and must provide satisfactory proof of this upon request.
13. Indemnity against claims
13.1. The Supplier shall indemnify the Buyer against any loss arising from personal injury (including death) or material damages that may result from any action or omission on the part of the Seller or their agents, employees or subcontractors. The Supplier must also maintain civil liability, property damage, employer’s liability and indemnity and civil liability insurance resulting from the circulation of vehicles (personal injury and material damages) to protect itself (or its subcontractors) and the Buyer against these risks and any claim based on applicable laws concerning compensation, occupational illness and health and safety in the workplace.
13.2. The Supplier shall indemnify and protect the Buyer against any claim against the property outlined below, for an indefinite period of time, including, but not limited to, building liens or claims based on laws concerning workplace accidents and occupational illnesses and from any claim for personal injury or material damages resulting from, or linked to, this property, unless this is caused exclusively and directly by negligence on the part of the Buyer.
13.3. The Supplier must indemnify us against any fines, losses, damages, costs and expenses resulting from the actual or alleged use of any patent, patent request or any other industrial or intellectual property rights arising from the use, processing, sale, storage or rental of goods, except where this use results from adaptations made by the Supplier in order to comply with our specific design requirements.
The Supplier guarantees that the sale, use or incorporation into the manufactured products of any machine, part, component, service, device, material and right that has been provided or licensed that was not designed, composed or manufactured by the Buyer must not violate any valid patent, copyright, trademark or other proprietary rights. The Seller shall indemnify the Buyer and their clients from any liability, costs and losses of any kind that result from claims, lawsuits or actions alleging a breach, claim, lawsuit or action that the Supplier is committed to defending. The Supplier may replace or modify the goods that are in breach with comparable goods that are substantially the same in form, fit and function, in order to eliminate the cause of the violation.
15. Export control
Before the order enters into effect, and regardless of whether the supplies or part thereof, including technical documentation, are subject to laws and regulations pertaining to export control, the Supplier must ensure that the manufacturer of the supplies fills in the ‘Classification of product exports’ 1</350 form before returning it to the Buyer. The Supplier guarantees that the information provided to the Buyer is accurate and correct and shall inform the Buyer in writing as soon as they become aware of any change to the information that may affect the export control rules that apply to the supply.
Where the export and/or re-export of the supplies is subject to a licence from public authorities, the order is subject to said licence being issued. The Supplier must provide the Buyer with a copy of any licences upon receiving them. If the Supplier causes the licence to be withdrawn, not renewed or invalidated, the Buyer has the right to terminate the order in accordance with Article 19.
The Supplier shall indemnify and release Les Ateliers Jean Del’Cour and its clients from any liability, and against any damages, resulting from non-compliance with the obligations outlined in this article.
When the goods must be provided with one or more trademarks owned by us, or one or more trademarks that we have the right to apply for, in accordance with our order, the Supplier must not, under any circumstances, either by implication or otherwise, claim any ownership over these trademarks or similar or related trademarks. Only the goods we have ordered shall bear this trademark. The Supplier must comply with our instructions concerning dimensions, positioning and other aspects concerning said trademark(s).
Any data and information obtained from us, either verbally or in writing, shall be used by the Supplier for the sole purpose of executing our order(s). Any data and information of this nature shall remain our property and, if in writing, must be returned to us immediately after our first request, as well as any copies thereof. Any data and information must be kept in the strictest confidentiality and not be referred to in advertisements or in any verbal or written form without our prior written consent.
At the Buyer’s request, the Supplier shall assist them in any way possible to induce the competent authority in the Buyer’s company to authenticate the eligibility and value of this purchase order as a compensatory credit, in favour of the Buyer’s company and/or other subsidiaries belonging to the same group as the company.
19. Default termination
19.1. The Buyer may order the Supplier to terminate this purchase order or stop any work that results from this order via a written notice, either in whole or in part, at any time, in the event of a violation of one or more of the conditions therein. Furthermore, the insolvency or bankruptcy of the Supplier, or the filing of a voluntary or involuntary request for bankruptcy by the Supply resulting in a transfer in favour of the Seller’s creditors, also represents a breach of this provision.
19.2. In the event of a default on the part of the Supplier, the Buyer may exercise any right it has in terms of legal or equity options.
19.3. The obligations of the Supplier with respect to the provisions concerning the guarantee, patents and confidentiality in this purchase order shall outlast this termination.
20.1. The rights of both parties are complementary to their rights and remedies legally and in terms of equity. Failure by the Buyer to exercise their rights does not constitute a waiver of these rights or any other right.
20.2. The Seller shall, under no circumstances, be entitled to any advance benefits or any special (including multiple or punitive damages), incidental or consequential damages.
21.1. Any dispute or claim arising from, or related to, this purchase order, or in violation thereof, shall be resolved by means of binding arbitration with a single arbitrator in the city where this order is issued, in accordance with the rules for commercial arbitration. The arbitration’s decision may be appealed to any competent court.
21.2. This purchase order is governed and interpreted in accordance with Belgian law.
21.3. The Seller shall dutifully proceed with the execution of its duties in accordance with the Buyer’s instructions pending resolution or settlement of any dispute arising from this purchase order. The fact that we do not insist that the Supplier comply with all of its obligations should not be interpreted as a waiver or deprivation of our right to require strict compliance with these obligations at any time, or to claim any damages and interests. (d) Any dispute arising from this order and related agreements shall be exclusively dealt with by the competent court in the district of Liège in Belgium.
22. Combating counterfeiting
The Supplier guarantees that the Products provided do not infringe upon any intellectual property rights. The Supplier guarantees that the products that are delivered do not include components provided by third parties as replacements for original product components in any way whatsoever. The Supplier also undertakes to defend JDC, at no expense to the latter, in the event of a dispute and, in particular, in the event of a case for counterfeiting brought against JDC as a result of marketing products. Furthermore, in the event that the products are seized by customs or held for any other administrative reason, the Supplier undertakes to provide JDC with any necessary assistance, in particular by providing any necessary information concerning the origin of the products, in order to allow JDC to lift the measures that have been taken against it. The Supplier commits to fully refund the price paid by JDC for products that were purchased when these have been seized or held, for any reason whatsoever related to their nature as counterfeits, for more than 30 days, or which JDC would not be able to market within 30 days. The Supplier indemnifies JDC against the direct or indirect consequences of any counterfeiting case that results from using or marketing the products. As a result, at JDC’s request, the Supplier shall bear any costs relating to the disputes, as well as any damages and interest that may be claimed from JDC. The Supplier shall also replace the counterfeit products with non-counterfeit products the first time they are asked to do so.