Wegter Grootverbruik B.V. and its affiliated entities
Article 1 - Definitions.
1.1 In these General Conditions of Purchase, the following terms are defined in the manner set forth in Article 1.3 and the words used in these General Conditions of Purchase and/or in the Contract shall have the meaning given to them in Article. All definitions may be used in both singular and plural.
1.2 If any term is not defined in these General Purchase Conditions, it shall be given the meaning ascribed to the term in question in the Contract. If any term is not defined in these General Procurement Terms and Conditions nor in the Contract, it shall be assigned the meaning ascribed to it in technical jargon and, in the absence thereof, the meaning in ordinary language.
1.3 In these General Conditions of Purchase, the following terms are defined in the following manner:
- General Conditions of Purchase: These General Conditions of Purchase;
- Service(s): All activities to be performed by the Supplier pursuant to the Agreement for the benefit of a need of the User described in or arising from the Agreement, not being the supply of a Product;
- User: the private company RP Group B.V. or Landal GreenParks B.V., and/or companies affiliated to RP Group B.V. or Landal GreenParks B.V., as well as the bungalow parks and other companies under the management and/or ownership thereof. Affiliated companies are in any case understood to mean all (current and future) parent, subsidiary and sister companies of RP Group B.V. or Landal GreenParks B.V.;
- Supplier: The natural or legal person who, whether or not at the request of the User, makes or has made an offer to the User, as well as any natural or legal person who concludes or has concluded an Agreement with the User with regard to a Product or Service to be supplied to the User or to a third party designated by the User.
- Agreement: The written agreements between the User and the other party. Agreement: The agreements laid down in writing between the User and Supplier, the General Terms and Conditions of Purchase
and all documents explicitly stated in the Agreement to form part of that
agreement.
- Parties: User and Supplier
- Product(s): all items and other products delivered or to be delivered or to be delivered to the User in performance of the Agreement.
Article 2 - Applicability.
2.1 These General Conditions of Purchase apply to all legal relationships (including Contracts and extra- and pre-contractual relationships) concluded with the User.
2.2 These General Conditions of Purchase may be deviated from only if expressly agreed in writing.
2.3 General Terms and Conditions of the Supplier do not apply to any offer or the Agreement(s) and are expressly rejected.
2.4 Suppliers once contracted with on the basis of these General Terms and Conditions of Purchase are deemed to have tacitly agreed to the applicability of these General Terms and Conditions of Purchase to subsequent legal relations with the User.
2.5 Should any provision in these General Purchase Conditions be void or otherwise unenforceable, this shall not affect the validity of the remaining provisions in these General Purchase Conditions and the Agreement. The provisions that are not legally valid or cannot legally be applied will be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.
Article 3 - Establishment of the agreement
3.1 Supplier shall be obliged to make any offer made by it irrevocably and maintain it unchanged for ninety (90) days from the day the User received the offer. If the Supplier sets a period for acceptance of the offer that is shorter than ninety days, this period shall be deemed to have been extended to the aforementioned ninety days from receipt of the offer by User.
3.2 Agreements are entered into by the User exclusively in writing. The Supplier shall return the Agreement sent to it unamended and signed to the User within fourteen (14) days after the date of dispatch of the Agreement. If the Supplier does not return the Agreement within the aforementioned period, does not object to its contents within that period, and has commenced performance of the Agreement, the Agreement shall be deemed to have been accepted on the conditions as stated in the Agreement and subject to the applicability of these General Terms and Conditions of Purchase. However, the User reserves the right to revoke the Agreement sent by it if the Supplier has not confirmed it in writing within fourteen (14) days from the date of dispatch. If the (order) confirmation deviates from the original Agreement, the User shall only be bound after it has agreed to the deviation(s) in writing. The acceptance by the User of deliveries or performances as well as payments made by it in this regard do not imply acknowledgement of these deviations.
3.3 The User shall at all times be entitled to terminate negotiations with the Supplier without giving reasons. Under no circumstances can Supplier claim compensation for costs incurred and/or compensation for damages, including negative and positive contract interest.
Article 4 - Content of the agreement
4.1 The Agreement contains all agreements agreed upon between User and Supplier and enters into City all previous written and oral agreements made by User and Supplier in this regard.
4.2 The User shall at all times be entitled to change or supplement the scope, quantity and/or quality of the products and/or services to be supplied, in consultation with the Supplier. If a change/addition has, in the opinion of the Supplier, consequences for the agreed fixed price and/or the time of delivery, he shall be obliged, before acting on the change, to inform the User in writing as soon as possible, but not later than eight (8) days after notification of the desired change.
4.3 If the Supplier believes that it is entitled to compensation for additional work, it shall not begin to carry it out until it has submitted an offer and been accepted in writing by the User. Additional work shall not include additional work which the Supplier could and should have foreseen when he entered into the Agreement.
4.4 User reserves the right to price test and/or purchase the products and services elsewhere. User expressly does not grant Supplier any exclusivity, purchase guarantee or turnover guarantee.
Article 5 - Duration of Agreement.
5.1 The Agreement shall commence on the date specified in the Agreement and, failing that, on the date of signing the Agreement.
5.2 The Agreement shall have the term as stated in the Agreement and in the absence thereof, one (1) year.
5.3 The Agreement that has been terminated is deemed to have continued under the same conditions for the duration of up to one year from the end date of the Agreement, if the Supplier has continued the Agreement and the User does not protest against it within one month.
Article 6 - Time and City of fulfillment
6.1 Supplier shall perform its obligations at the agreed location. If no location is agreed upon, Supplier shall perform the Agreement at any location to be specified by User, without Supplier being entitled to increase the price.
6.2 The Supplier shall immediately notify the User in writing if the Supplier is unable, or expects to be unable, to perform one or more of its obligations under the Agreement at the agreed location, time or within the agreed period.
6.3 Agreed dates or deadlines are deadlines, so that if the Supplier fails to fulfill one or more obligations under the Agreement on the agreed date or within the agreed period, it shall be in default by operation of law.
Article 7 - Packaging and packaging
7.1 The method of transport, shipment, packaging and the like shall, if no other agreement has been concluded between the Parties in this respect, be determined by the Supplier as a good Supplier, with due observance of the applicable statutory and/or market customary rules for this purpose.
7.2 The Supplier will pick up materials in which a Product is packaged and/or waste generated by the delivery of a Product, at the User's request, free of charge at the City of delivery.
7.3 User is entitled to deduct any amount charged for packaging from the amounts to be paid by User to Supplier.
Article 8 - Deployment of personnel and third parties
8.1 Supplier shall use only reliable and competent personnel for the purpose of performing Services. If in the opinion of the User there is cause to do so, the User may order the removal of such personnel and the Supplier shall be obliged to replace the removed personnel without delay with due observance of the provisions of this article.
8.2 The Supplier is obliged to ensure that the Supplier and the Supplier's employees whom the Supplier actually commissions to perform work in performance of the Agreement fully comply with all the requirements and conditions set by or on behalf of the law and/or in the Agreement, including but not limited to having obtained work permits for these employees, complying with the provisions of or on behalf of the Law on the Allocation of Labour Force by Intermediaries and the Law on Foreign Nationals.
Article 9 - Execution of work on site user
9.1 Before commencing performance of the Agreement, the Supplier must inform itself of the circumstances at the User's location where the Agreement is to be performed. Costs of delay in the performance of the Agreement caused by circumstances at the User's location shall be at the Supplier's expense and risk.
9.2 Prior to the execution of the Agreement, the Supplier must inform the User in writing which employees of the Supplier will perform the actual work to fulfill the Agreement.
9.3 The Supplier shall ensure that its presence and the presence of its personnel, whereby the working hours of the Supplier and its personnel must correspond with the times generally applicable at the User's premises, at the User's location do not hinder the User's and third parties' work from progressing undisturbed and any nuisance and/or hindrance is kept to a minimum.
9.4 Supplier shall ensure that Supplier's employees report to the site reception desk or the person or City agreed upon prior to performing the work, and will not be at the site longer than necessary to perform the work.
9.5 The Supplier shall ensure that employees of the Supplier comply with the house rules, park regulations and other rules issued by the User that apply at the location where the employees are present for the performance of the Agreement. The User may reasonably and stating reasons refuse employees of the Supplier access to the location and/or remove them from the location, without the User thereby being in default towards the Supplier.
Article 10 - Conformity and warranties
10.1 The Supplier declares to be fully aware of the purpose for which and the reason why the User will use the Product and/or the Service, to have made all possible investigations in this regard and to have received sufficient communications from the User in this regard.
10.2 Supplier guarantees the soundness of the Products delivered and/or Services performed by it. This guarantee comprises at least that:
a. the Products and/or Services are suitable for the purpose for which the Agreement has been entered into;
b. the Products and/or Services have been delivered/manufactured according to the latest state of the art;
c. the Products and/or Services are, with respect to content, quantity, description, quality, safety, performance and
results, entirely in accordance with the Agreement;
d. the applicable (inter)national laws, standards and regulations - such as, but not limited to, the environment, gezondheid, quality
etc. - with respect to the Products and/or Services have been strictly observed; e. the Products and/or Services comply with the requirements of the Agreement, also with respect to other requirements of the law, the regulations and the quality standards. - with respect to the Products and/or Services have been strictly observed;
e. the Products and/or Services otherwise meet the requirements that can reasonably be made of them;
f. the Products are new, of good quality and free from faults as regards design, processing, manufacturing, construction
and customization, as well as free from defects in the materials used and provide the safety (as referred to in Article
6:168 of the Dutch Civil Code) that may be expected of them;
g.
The Supplier also guarantees that the Products and/or Services supplied by him do not infringe any third-party rights;
h. are provided with an indication of the producer and, if this is another person, also of the person who brings the goods into the
trade;
i. are provided and accompanied by all documentation requested by the User;
j. have not been produced and/or transported using child or slave labor.
10.3 The warranty implies, without limiting the right to compensation for costs, damage and interest, that defects arising within three (3) years after completion or delivery will be immediately and fully repaired free of charge at the User's first request. After rectification, a new warranty period shall commence.
10.4 If Supplier fails to comply with its warranty obligations under this article within a reasonable period set by User, User shall be entitled to carry out the repair, replacement or substitute service itself or have it carried out at Supplier's expense.
10.5 If this is necessary for the safety of persons and/or the progress of the work, the User is entitled to (immediately) make preliminary repairs/engage alternative service providers at the Supplier's expense.
10.6 Unless otherwise agreed in writing or arising from the nature of the Products and/or Services, a warranty period of five (5) years shall apply from the day on which the Products are delivered to the User or the day on which the agreed Service is fully performed.
Article 11 - Transfer of risk and ownership
11.1 Ownership and risk of a Product first pass upon delivery to the User, assembled or installed if necessary. The Supplier shall unload, assemble or install the Products and/or Services at its own expense and risk and in accordance with the User's instructions. The Supplier shall bear the risk of damage or loss of ordered Products until acceptance in accordance with these General Terms and Conditions of Purchase.
11.2 In case the User makes products available to the Supplier to assemble them, to supervise the assembly or to test or put into operation the already assembled products, the Supplier bears the risk for this from the time they are made available until acceptance of the delivery by the User.
Article 12 - Inspection prior to (final) delivery
12.1 The User shall at all times be entitled to inspect, assess or test ordered Products and results of Services before delivery or completion. The Supplier shall enable the User or an expert to be appointed by the User to do so without any restriction and shall provide the necessary facilities and assistance for that purpose.
12.2 The User shall timely notify the Supplier of tests to be performed by the User. Supplier shall be entitled to attend these tests or have them attended by an expert to be appointed by it.
12.3 Regardless of whether or not the User has exercised its rights pursuant to the provisions of this article, regardless of the outcome of the viewings and tests referred to there and regardless of what the User may or may not communicate to the Supplier in this regard, the Supplier itself remains fully responsible for the proper performance of the Agreement.
Article 13 - Inspection and repair
13.1 Acceptance has no further-reaching meaning than that, in the preliminary opinion of the User, the external condition of the Products/visible performance of the Services is in accordance with the Agreement. In particular, acceptance does not preclude a later appeal by the User to non-compliance by the Supplier with its warranty obligation or any other obligation to the User.
13.2 In the event that the User rejects the Products/Services or if in the reasonable opinion of the User it should subsequently appear that they do not meet the requirements to be imposed on them pursuant to this Agreement, the User may, without prejudice to its other rights, give the Supplier the opportunity at first request to remedy and/or repair the apparent shortcomings and/or defects at the expense and risk of the Supplier. Additional costs such as for examination, disassembly, transport, reassembly shall also be at Supplier's expense. After consultation, User shall reasonably determine in what manner and within what period of time the defects and/or shortcomings must be remedied.
13.3 If replacement or improvement of Products/Services as referred to in the preceding paragraph is not possible in the reasonable opinion of the User, or the Supplier does not comply with the request within the term set by the User, the Supplier shall be obliged to repay to the User any of the amounts received from the User, without the Supplier being entitled to offset these amounts against any claims it may have against the User. User shall then be entitled to do or cause to be done the necessary and to charge Supplier for the related costs, including the additional expenses reasonably incurred by User to obtain replacement Products and/or Services.
13.4 The Supplier warrants that it is willing and able to maintain a Product supplied by it at the agreed and, in the absence thereof, market-based prices for a period of at least ten (10) years from the date of delivery.
13.5 The Supplier is obliged to keep in stock (spare) parts, components, special tools and/or measuring equipment of the same quality for the relevant Products and/or Services for a period of at least five (5) years and, if requested, to supply them to the User within a reasonable period of time, including the associated services, at a reasonable and market-based fee.
13.6 If Supplier intends to terminate the manufacture of spare or replacement parts, Supplier shall notify User at least twelve (12) months prior to termination. Supplier shall after said notification provide User with the specifications and other information free of charge upon first request to enable it to manufacture spare or replacement parts itself or have them manufactured.
Article 14 - Prices and compensation and payment
14.1 The prices stated in the Agreement are fixed during the term of the Agreement (including any extensions thereof) and expressed in Euros and exclusive of sales tax. The conversion rate for foreign currencies will be the official rate of the day of payment.
14.2 The parties are mutually obliged to provide each other with their VAT registration number, as well as to notify each other immediately of any change thereof. The Supplier indemnifies the User against all costs and damages which may arise for the User from the fact:
- that the Supplier is not properly registered for sales tax in a relevant EC Member State; and/or
- that the Supplier provides incorrect or untimely information to the User and/or sales tax authorities in a relevant EC Member State.
14.3. Unless otherwise agreed, the Supplier shall not be permitted to pass on in the agreed price any increase in energy raw material and material costs, salaries, insurance premiums and costs of transportation, as they apply on the day the Agreement was entered into.
14.4. Price reductions that occur after the conclusion of the Agreement come into City for the agreed price. Delivery at a lower price, within a certain part of the User's organization, is deemed to apply to the entire organization.
14.5. Invoices shall be paid by User sixty (60) days after receipt, but not before proper and complete performance of the Agreement.
14.6. User is entitled to suspend payment if it detects a shortcoming in the Products or performance of Services or the Agreement, as the case may be.
14.7. Payment by the User in no way implies waiver of any right of the User.
Article 15 - Costs and settlement
15.1 The Supplier shall bear its own costs related to entering into and performing the Agreement.
15.2 Unless otherwise agreed in writing in advance, costs of or in connection with calculations and/or quotations (including, for example, tests and trial models), cannot be charged to the User.
15.3 The User shall be entitled to set off all that it has to claim from the Supplier, whether or not due and payable or subject to conditions
(including but not limited to damages, (dis)costs and fines), against any claims of the Supplier against it, whether due and payable or not
.
Article 16 - Defaults and dissolution
16.1 The Supplier shall immediately notify the User in writing if the Supplier suspects that it will fail to fulfill one or more of its obligations under the Agreement.
16.2. Any shortcoming in the Supplier's fulfillment of any obligation incumbent on the Supplier under the Agreement shall oblige the Supplier to compensate all damage suffered by the User as a result, unless the shortcoming cannot be attributed to the Supplier.
16.3. Any failure to perform by the Supplier, this at the sole discretion of the User, gives the User the right to rescind the Agreement, even in the event that the Supplier is not in default.
16.4. User further has the right to dissolve the Agreement in whole or in part without further notice of default or judicial intervention or to suspend the performance of the Agreement in whole or in part if one or more of the following occurs:
- Supplier is declared bankrupt or has applied for suspension of payments;
- Supplier dissolves, terminates or discontinues its business;
- Supplier has lost control or power of disposal over its assets or parts thereof and has not regained control over them within four (4) weeks;
- There is (alleged) involvement of Supplier in criminally culpable acts or omissions, if this can reasonably result in possible damage to the name and/or image on the part of the User;
- The issued share capital of the Supplier is disposed of and/or there is a change in the statutory directorship of the Supplier;
- Suspension or revocation of permits of the Supplier which are necessary for the performance of the Agreement;
- Seizure of a significant part of the Supplier's business assets;
- Third-party seizure of User at Supplier's expense;
- Supplier does not accept amendments/additions to these General Conditions of Purchase, as referred to in Article 26 of these General Conditions;
- Change of decisive control over and within Supplier.
16.4 Irrespective of whether the User exercises its right to terminate the Agreement, the Supplier shall compensate the User for the damage and costs arising from the provisions of this article, including any additional and other costs, if the User decides to enter into the Agreement elsewhere in order to meet its need for the Products and/or Services ordered under this Agreement. User is furthermore entitled (without notice of default) to suspend all possible obligations towards Supplier under other agreements or for other reasons.
16.5 Partial, more or less deliveries without the User's prior consent may be refused, without the User being obliged to pay any compensation or damages.
Article 17 - Force majeure
17.1 If the Supplier is permanently unable to fulfill its obligations due to force majeure, the User shall only be obliged to pay for the performance delivered. If the Supplier believes that a failure due to force majeure cannot be attributed to it, the Supplier must notify the User immediately.
17.2 Force majeure means exclusively external calamities such as natural disasters, mobilization and/or (civil) war.
17.3 Force majeure shall in any case not include lack of personnel, strikes, illness of personnel, late delivery or unsuitability of raw materials, or default of third parties engaged by the relevant Party and liquidity problems.
17.4 If the force majeure situation lasts longer than fourteen (14) days, the User shall be entitled to rescind the Agreement by written notice with immediate effect and without judicial intervention, without this giving rise to any right to compensation for the Supplier, including compensation by virtue of the undoing obligation.
Article 18 - Liability and indemnity.
18.1 Supplier performs the Agreement entirely at its own risk. The Supplier is liable for all damage suffered by the User and/or subsequent buyers or users, including the - ultimate - consumer of the delivered Products (whether in a processed state or not) as a result of a shortcoming in the fulfilment of the Supplier's obligations and/or as a result of the actions or omissions of the Supplier, or its personnel, auxiliary persons and/or goods engaged by it. The Supplier's liability extends to both direct and indirect damages.
18.2 The Supplier indemnifies the User against all claims by third parties for compensation for any damage suffered by them caused by or in connection with (defects in) the delivery, or (in) the delivered Products/Services, by the actions of the Supplier's personnel or (defects in) the material which the Supplier makes use of in executing the Agreement. The Supplier also indemnifies the User for all reasonably incurred (legal) costs.
18.3 The User is in no way liable for damage suffered on the part of the Supplier, barring intent or conscious recklessness.
18.4 If and insofar as the User does have any liability to the Supplier, for whatever reason,
this liability shall be limited to the amount paid out by the User's insurance.
Article 19 - Insurance
19.1 During the term of the Agreement the Supplier shall arrange for adequate insurance against loss or damage which may be suffered by the User and third parties as a result of acts or omissions on the part of the Supplier or employees of the Supplier, or the use of resources which are involved in any way in the performance of the Agreement, as well as loss or damage due to other liability (including corporate liability). The Supplier shall have it noted on its insurance policies that any payments made by the insurance company may be made directly to the person who actually suffered the damage. The Supplier shall allow the User to inspect the relevant policies upon first request.
19.2 The Supplier shall take out adequate insurance against the damage referred to in this article on the understanding that the sum insured shall be at least EUR 4,500,000 per event. The excess as well as a so-called "supervision clause" shall be excluded in the insurance to be taken out.
Article 20 - Industrial and intellectual property
20.1 Supplier shall not in any way use User's trademarks, trade names, logos or other intellectual property rights without User's prior written consent.
20.2 All know-how made available to Supplier by User in connection with the performance of the Agreement shall be used by Supplier exclusively for the performance of that Agreement. In the event of termination/dissolution of the Agreement, Supplier shall immediately return the movable property referred to in this article to User.
20.3 Supplier guarantees that the use (including resale) of the Products delivered or Services performed by it to User shall not infringe any intellectual property or other (proprietary) rights of User or third parties.
20.4 The Supplier shall indemnify the User against claims by third parties arising from any infringement of the rights referred to in this article and resulting damage for the User.
20.5 Any rights that may have arisen at Supplier in the context of the execution of the Agreement(s) between User and Supplier shall be transferred to User by signing the Agreement, which transfer is hereby accepted by User. If this proves to be necessary for formal reasons, at the first request of the User, the Supplier shall cooperate with the signing of a deed without imposing any further conditions and shall perform all such acts as may prove to be necessary to ensure that all intellectual and industrial property rights that have arisen within the framework of the execution of the Agreement between the User and the Supplier shall be vested in the User.
20.6 The Supplier is obliged to ensure that copyrights and all other intellectual property rights which arise as a result of the Supplier providing a Service and whose entitled party is an employee of the Supplier or a third party, are transferred by this employee of the Supplier or by these third parties to the User free of charge. Supplier is obliged to include a clause to this effect in the agreements it concludes with employees of Supplier and with third parties for the benefit of User.
20.7 If copyrights and all other intellectual property rights that arise as a result of the delivery of a Product and/or the performance of a Service by the Supplier have not transferred ownership to the User for any reason whatsoever, nor can ownership be transferred to the User, the Supplier is obliged to ensure that a perpetual exclusive and irrevocable right of use to these rights is granted to the User free of charge.
20.8 In the event of violation of the obligations arising from this article, the Supplier forfeits to the User an immediately payable fine of 25,000.= (in words: twenty-five thousand euros), as well as an immediately payable fine of 1,000.= (in words: one thousand euros) for each day or part of a day that the violation continues, without prejudice to any other claims to which the User is entitled, including the right to full compensation.
Article 21 - Sustainability, ESG and compliance.
21.1 The Parties recognize the importance of sustainability, people and the environment and agree to support each other in achieving the jointly formulated or to be formulated objective(s), more specifically also in optimizing their positive impact thereon and minimizing their negative impact. The parties will discuss progress on a regular basis.
21.2 Supplier confirms to have taken note of the sustainability ambitions and respective Key Performance Indicators and has familiarized itself with User's sustainability objectives. Supplier will respect this and support User in achieving those objectives.
21.3 The Supplier, its employees and any third parties engaged are obliged to observe the statutory safety, health and environmental requirements and regulations, as well as general (inter)national and/or industry standards and regulations.
21.4 The Supplier and any third parties engaged are obliged to provide the User on first request with all required information that the User is required to report pursuant to any ESG reporting obligation under national or international law within a reasonable time, in a format to be determined by the User and with a usable level of detail. User shall not use such information for any other purpose.
21.5 The Parties recognize that laws and regulations may require them to carry out controls in relation to the Agreement and/or take appropriate measures to identify and mitigate actual and potential adverse human rights impacts and/or adverse environmental impacts.
21.6 The parties also recognize that laws and regulations in the field of ESG, among others, are subject to change and agree to consult in the event of changes in that regard at all times.
21.7 If Supplier fails to comply with its obligations under this Article within a reasonable period of time, Supplier shall be liable for all losses suffered by User as a result of non-compliance, including any indirect loss or damage resulting from User's inability to comply with its (reporting) obligations under laws and regulations.
21.8 The User may oblige the Supplier to withdraw from the market any goods which the Supplier has put into circulation and which are defective or likely to be defective within a reasonable period to be determined by the User (recall action). All related costs and damages shall be borne by the Supplier and the Supplier shall indemnify the User against any claims in this respect. The Supplier shall immediately inform the User if there is a (possible) defect or suspicion thereof.
21.9 In the event of (a suspected) environmental incident, the Supplier must immediately alert the User's on-site contact person.
Article 22 - Non-appointment of employees of user
22.1 During the term of the Agreement and for a period of twelve months after the termination of the Agreement, the Supplier is obliged not to approach, either directly or indirectly, one or more employees of the User with an offer to become employed by or in any way perform work for or on behalf of the Supplier and/or invite them to apply for a position within the Supplier.
22.2 In the event of violation of the obligations arising from this article, the Supplier forfeits to the User an immediately payable fine of 25,000.= (in words: twenty-five thousand euros), as well as an immediately payable fine of 1,000.= (in words: one thousand euros) for each day or part of a day that the violation continues, without prejudice to any other claims to which the User is entitled, including the right to full compensation.
Article 23 - Secrecy
23.1 Within the framework of the execution of the Agreement, the Supplier guarantees confidentiality by the Supplier, its employees and its subcontractors towards third parties of all (business) information and data originating from the User which has come or been brought to its knowledge in any way. The Supplier shall take all possible precautions within the framework of the Agreement to protect the interests of the User.
23.2 The Supplier is not permitted, without the prior written consent of the User, to give any form of publicity to the execution of the Agreement, as well as to maintain direct or indirect contact with customers of the User in connection therewith.
23.3 All written information handed to Supplier by User must be returned to User after delivery or completion of the Agreement.
23.4 In the event of violation of the obligations arising from this article, the Supplier forfeits to the User an immediately payable fine of 25,000.= (in words: twenty-five thousand euros), as well as an immediately payable fine of 1,000.= (in words: one thousand euros) for each day or part of a day that the violation continues, without prejudice to any other claims to which the User is entitled, including the right to full compensation.
Article 24 - Notifications
24.1 Any notice and other communication in connection with the Agreement shall be given by the Supplier in writing and addressed to both procurement@landal.com and to the employee of the User named in the Agreement in this regard using the contact information provided in the Agreement.
Article 25 - Partial invalidity and continuous operation
25.1 Supplier shall agree to any modification of the Agreement which is necessary in the reasonable opinion of User in connection with (a change in) applicable mandatory law.
25.2 If any provision of the Agreement is contrary to the law or otherwise established regulations, is otherwise invalid and/or impossible to comply with, this shall not affect the other provisions of that Agreement. The parties shall agree on a new provision with the same purpose, provided that the spirit and purport of the Agreement is affected as little as possible thereby.
25.3 All provisions of the Agreement which, for whatever reason, by their nature extend beyond the time of termination of the Agreement, including provisions relating to confidentiality, governing law and disputes, warranty, indemnification, intellectual property rights, liability, inspection and audits by a regulator, shall remain in effect until fulfilled, this notwithstanding any obligations to undo as a result of termination.
Article 26 - Right to modify and/or supplement general purchase conditions
26.1 The User is entitled to amend and/or supplement these General Terms and Conditions of Purchase. The amendments and/or supplements shall take effect from the date fixed by the User for Contract(s) concluded after that date. The amendments and/or supplements shall take effect from the date determined by the User with regard to existing Agreements concluded with the Supplier, but not before the User has provided the Supplier with the amended and/or supplemented General Purchase Conditions in writing.
26.2 If the Supplier subsequently notifies the User in writing, by registered letter, within fourteen days after the above-mentioned handover, that the Supplier does not accept the amendments and/or additions, the User shall, at its discretion, either have the right to terminate the Agreement prematurely for that reason or to allow this Agreement to continue unchanged on the old Terms and Conditions. If the Supplier does not notify the User within the aforementioned period of fourteen days that the Supplier does not accept the amendments and/or additions, the Supplier shall be deemed to have accepted them, so that they form part of the Agreement then in force between the Parties.
Article 27 - Applicable law and choice of forum
27.1 The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
27.2 Nothing in these General Conditions of Purchase and/or the Agreement concluded between User and Supplier affects any legal rights of the User.
27.3 The United Nations Convention on the International Sale of Goods (Vienna Sales Convention) shall not apply.
27.4 With respect to the interpretation of international trade terms, the "Incoterms 2000" as compiled by the International Chamber of Commerce in Paris (I.C.C.) shall apply. If the I.C.C. replaces the Incoterms 2000, the replacement rules shall apply to the interpretation of international trade terms.
27.5 Disputes between the Parties that are not settled amicably shall be submitted exclusively to the District Court of The Hague, unless the law declares another forum to have mandatory and exclusive jurisdiction.
