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General Conditions of Purchase of the Hyva Group

 

1.     Orders and Delivery

1.1.   Supplier shall supply goods in accordance with the specifications provided by Hyva and the terms of the order. Matters not covered explicitly in such orders shall be governed by these General Conditions of Purchase. Any reference to the general conditions of Supplier is hereby expressly rejected by Hyva.

1.2.   Orders will be binding upon Hyva if they have been confirmed in writing by Hyva.

1.3.   Hyva may reschedule the delivery date or the quantities of goods at any time without liability to Supplier by giving not less than 7 days prior notice. Supplier shall accommodate a request to expedite the delivery date, if reasonably able to do so.

1.4.   Hyva may cancel the scheduled delivery date without liability to Supplier upon written notice to Supplier by giving not less than 7 days prior notice.

1.5.   Unless otherwise agreed in writing the delivery condition shall be FCA (lncoterms 2010).

1.6.   Timely is of the essence, so Supplier shall execute the order at the agreed time. Early execution is permitted only with Hyva´s prior written approval or request. Payment shall nevertheless be effected as if the initially agreed time(s) had been adhered to.

1.7.   Supplier shall not make any modification to any good, process or service of any kind without Hyva´s prior written agreement.  Any good, process or service modification requested by Hyva, and agreed by Supplier, must be carried out within a mutually agreed period and must involve Hyva's relevant departments.

1.8.   If Supplier is unable to meet Hyva’s need for goods, Supplier shall find alternative supplies for Hyva in consultation with Hyva. Actual procurement from the alternative supplier is subject to Hyva’s final written approval.

 

2.     Warranties

2.1.   Supplier warrants that, during a period of 24 months from the date of delivery the goods: (i) are fit for the purpose for which they are designed, provided that either it has been informed of such purpose or the same was otherwise reasonably known to it; (ii) are in conformity with the agreed specifications and approved samples; (iii) are of sound workmanship, of good quality and free from faults in design, required tolerances, construction, manufacturing and material; (iv) and their performance shall satisfy the mandatory regulations relating to inter alia health, safety, environmental legislation (including EU RoHS and REACH) and electromagnetic interference, valid in the EU or other countries for which the goods are destined if this destination was communicated or was otherwise reasonably known to Supplier; (v) do not include any restricted materials or conflict minerals as defined by the USA, EU or Chinese legislation; (vi) do not infringe any third party’s IPR in the EU or other countries for which the goods are destined if this destination was communicated or was otherwise reasonably known to Supplier.

2.2.   Where the order provides for installation, assembly, commissioning or any other work to be carried out by Supplier the same shall be executed with good workmanship. Supplier shall execute the work with an adequate or the agreed number of persons and quantities of materials, component parts, equipment and tools of adequate or the agreed qualifications or quality as the case may be. 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 will be met.

2.3.   If Supplier is not the original manufacturer or licensor of the goods, it shall pay to Hyva the benefit of any warranties in respect of any materials, parts or components from such original manufacturer or licensor, which are more favourable than the warranties provided in these purchase terms or the order.

2.4.   If any goods do not comply with any of the warranties in point 2.1, Hyva shall have a right to: (i) require Supplier to repair or replace the non-compliant goods at Supplier's risk and expense; (ii) have non-compliant goods repaired by Hyva´s customer service and require reimbursement of the involved labour, material and other costs or for Supplier to provide the material or parts needed free of charge; (iii) obtain substitute goods from a third party supplier or have the non-compliant goods repaired by a third party, and Supplier shall reimburse Hyva for the reasonable costs it incurs in doing so; (iv) require Supplier to pay for all delivery or redelivery costs and issue the invoice to Supplier for any duly documented and objective other costs and expenses resulting from Supplier's delivery of that non/compliant goods.

 

3.     Payment

3.1.   Payment by Hyva shall be effected after the order has been duly executed and after receipt of the relevant invoice in accordance with the agreed payment term unless Hyva have objected to the way in which the order has been executed.

3.2.   The payment term shall be 120 days from the date of receipt of the invoice. Payment shall be net and without prejudice to any of Hyva's rights.

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

 

4.     Hyva's property

4.1.   All materials and components which Hyva put at Supplier's disposal for the execution of Hyva's order will remain Hyva's property under all circumstances. Supplier shall retain such materials and components on loan from Hyva.

4.2.   Hyva reserves at all times and under all circumstances the right to take back Hyva´s property, whether or not the same have been processed and/or used by Supplier against reimbursement of processing costs, if due by Hyva. Supplier shall store Hyva's property separately and Supplier shall clearly mark all Hyva´s materials and components as Hyva's property. Supplier shall inform any third parties who might seek recourse thereon of Hyva's proprietary right; Supplier shall immediately inform Hyva of such an eventuality.

4.3.   Supplier shall not use Hyva's materials and components nor will Supplier allow them to be used by or on behalf of third parties for or in connection with any purpose other than the execution of Hyva's order.

 

5.     Intellectual Property

5.1.   If Hyva compensates Supplier for development or design work or contributes in other material respect to such development or design work for goods, all intellectual property rights arising from such work shall belong to Hyva.

5.2    The Parties may also agree in a separate development agreement on terms for intellectual property rights resulting from design and/or development work performed by Supplier.

5.3.   Supplier shall indemnify Hyva against all fines, losses, damages, costs and expenses arising from any actual or alleged utilization of any patent, designs, patent or design application or other industrial or intellectual or other 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 Supplier to comply with Hyva´s specific design requirements.

5.4.   Where pursuant to Hyva's order goods are to be provided with one or more trademarks owned by Hyva or with trademark(s), which Hyva is entitled to apply or to have applied, Supplier shall not in any way by implication or otherwise claim any title to such trademark(s) or similar or related trademark(s). Only goods so ordered by Hyva shall have such trademark(s) applied to them by Supplier. Supplier shall adhere to Hyva's instructions with respect to dimensions, colouring positioning and other aspects related to said trademark(s).

 

6.     Confidentiality and Publicity

6.1.   Supplier shall not use Hyva's name, logo, trademark, or any reference either direct or indirect in publicity releases, advertising, case studies, sales literature nor disclose, advertise or publish the existence or the terms and conditions of the order and these purchase terms, financial or otherwise, without Hyva's prior written consent. Supplier understands that Hyva does not contemplate providing any such consent and that any decision to give such consent shall be exclusively with Hyva at Hyva's sole discretion.

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

 

7.     Use of third parties

Where the order provides for installation, assembly, commissioning or any other work to be carried out by Supplier, the same shall be carried out at Supplier´s cost, expense and risk, either by himself or by any third parties on Supplier's behalf, the latter however being subject to Hyva's consent. In case Supplier intends to use any third parties for the execution of the order Supplier will inform Hyva thereof without delay. 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, to the extent Hyva is not co-responsible therefore, Supplier shall be liable for injuries and damages to persons and property inflicted as a result of the said work. Supplier shall secure, at Supplier´s own expense, all insurances necessary to indemnify Hyva for all damages, costs and claims resulting from any negligence or act or omission on the part of Supplier, the abovementioned third parties and persons used by Supplier and such third parties and shall produce satisfactory evidence thereof on demand.

 

8.     Dangerous Goods

When offering for transport or transporting dangerous goods Supplier shall strictly adhere to statutory provisions and provisions of international treaties, conventions and agreements relating to transport of goods applicable in the countries (to be communicated by Hyva or otherwise reasonably known to Supplier) where the goods will be transported. Supplier shall provide Hyva 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. Supplier will not be released from Supplier´s obligations under this point by relying on information provided by Hyva regarding the abovementioned provisions.

 

9.     Supplier's declarations

9.1.   Supplier shall be obliged to deliver to Hyva the following declarations: (i) export control; (ii) country of origin; (iii) EU RoHS and EU REACH compliance; and (iv) conflict minerals compliance, in the format requested by Hyva.

9.2.   Upon Hyva's request, Supplier undertakes to make available, at Supplier's expense, any further supporting documents, assistance, information or certificates needed by Hyva for custom clearance or to demonstrate compliance for any goods.

9.3.   Supplier shall not alter the composition and origin of goods without Hyva's prior written consent.

9.4.   Supplier shall comply with the Hyva Code of Conduct published on www.hyva.com as well as all anti-bribery and anti-corruption laws and all Hyva's policies relating to the conduct of business notified to Supplier from time to time. Hyva have the right to terminate any and all orders and agreements if Supplier does not so comply.

 

10. Product liability and insurance

10.1. Supplier shall defend, indemnify and hold Hyva harmless from and against any and all loss, liability, cost and expense (including reasonable attorney's  and expert's fees) arising out of a claim that a defect in the design or manufacture of goods, including defects in material and/or manufacturing processes or techniques, caused personal injury or loss of, destruction or damage to property. This obligation of indemnification includes Supplier's responsibility for all judgements or settlement amounts which may otherwise be or become the responsibility of Hyva but for the obligation of indemnification set forth in this point.

10.2. If there is a risk of a good causing personal injury or property damage due to a good being defective, such that Hyva decides to perform a field action, Supplier shall compensate Hyva for its costs in conjunction with such field action, including but not limited to costs (including reasonable attorney’s and expert’s fees) for labour, replacement, assembly and disassembly, detection and analysis, scrapping and transportation to Hyva and/or its end-users.

10.3. Supplier shall enter into and maintain an adequate product liability insurance policy covering all orders during the period of engagement with Hyva.

 

11.    Supplier's default

11.1. Failure by Supplier to perform within the agreed time or times, to adhere to the agreed quantities, to fulfill the requirements pursuant to point 2.1 and point 2.2 hereof or otherwise to perform any of the obligations pursuant to an order shall entitle Hyva at Hyva´s option: (i) to give  Supplier the opportunity to remedy Supplier´s failure within a period of time to be fixed by Hyva; or (ii) to cancel the order at Hyva´s option wholly or partially without notice of default by means of a written notice.

11.2. Supplier shall indemnify Hyva against all losses, damages, costs and expenses including fines which Hyva may incur directly or indirectly as a result of Supplier´s default.

11.3. If a breach by Supplier of any term of an order or there General Terms and Conditions results in Hyva making any claim under an insurance policy, and such claim is subject to a deductible, Supplier shall meet the cost of that deductible.

11.4. Hyva's failure to insist on Supplier's compliance with any of Supplier's obligations shall not be construed as a waiver or relinquishment of Hyva's right at any time to invoke strict compliance with such obligations.

 

12.    Applicable law and jurisdiction

12.1. The orders shall be governed and construed in accordance with the laws of the Netherlands, excluding its conflict of law principles. The UN Convention on International Sale of Goods shall not apply.

12.2. All disputes arising out of the order shall be exclusively submitted to the courts in Amsterdam, the Netherlands.

 

 

Changes to the General Purchase Conditions

We may update our General Purchase Conditions at any time by publishing an updated version. The new modified or amended General Purchase Conditions will apply to orders placed by us after that revision date. Therefore, we encourage you to review our General Purchase Conditions periodically to be informed about our terms and conditions.

These General Purchase Conditions were last modified 6 November 2019.