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General Conditions of Purchase of the Hyva Group

1. Orders, agreements relating thereto, modifications thereof and additions thereto will be binding upon us if they have been placed or confirmed as the case may be in writing by us. Execution of said orders and agreements shall take place solely on the basis of these General Conditions of Purchase. Any reference to the general conditions of the supplier is hereby expressly rejected by us.

2. Unless otherwise agreed in writing the delivery condition FCA (Free Carrier) according to lncoterms 2010 shall apply.

3. Timely execution of the order is of the essence, so the supplier shall execute the order at the time or times agreed upon. In the event of early execution of all or part of the order, which is permitted only with our prior written approval, payment will nevertheless be effected as if the initially agreed time(s) had been adhered to.

4. We may reschedule, in whole or in part, the original scheduled delivery date or the quantities of goods scheduled for a particular delivery time for a particular order at any time without liability to the supplier, provided however that we have notified the supplier thereof ultimately 7 days prior to the original scheduled delivery date. The supplier shall accommodate a request to expedite the delivery date, if reasonably able to do so.

5. We may cancel, in whole or in part, the scheduled delivery date pursuant to an order without liability to the Supplier upon written notice to the supplier, provided however that we have notified the supplier thereof ultimately 14 days prior to the scheduled delivery date.

6. Without prejudice to the supplier’s obligations hereunder, in the event the supplier is no longer able to or envisages that it shall not be able to supply the goods to us due to shortage of components and/or spare parts, it shall, at its expense, propose a change to the goods and, upon approval by us of such proposed change, implement such change in order to ensure continued availability of the goods.  Otherwise, the supplier shall not make any modification to any good, process or service of any kind without our prior written agreement.  Any good, process or service modification requested by us, and agreed by the supplier, must be carried out within a mutually agreed period and must involve our relevant departments.

7. The supplier guarantees that, during a period of 24 months from the date of delivery: (i) all the goods delivered are fit for the purpose for which they are designed, provided that either he has been informed of such purpose or the same was otherwise reasonably known to him; (ii) the goods are in conformity with the agreed specifications and approved samples; (iii) the goods are of sound workmanship, of good quality and free from faults in design, construction, manufacturing and material; (iv) the goods and their performance shall satisfy mandatory regulations relating to inter alia health, safety, the environment and electromagnetic interference, valid in the country for which the goods are destined if this destination was communicated to him or was otherwise reasonably known to him; and (v) the goods do not include any restricted materials as defined by the USA, EU and Chinese legislation.

8. Where the order provides for installation, assembly, commissioning or any other work to be carried out by the supplier the same shall be executed with good workmanship. The 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. The 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.

9. If the supplier is not the original manufacturer or licensor of the goods, it shall pay to us 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.

10. We shall be entitled to inspect the goods intended for delivery to us in the factory of the supplier. Such inspection does not imply delivery, taking-over or acceptance of those goods. The goods remain for the account and at the risk of the supplier until the risk has passed to us in accordance with the agreed terms of delivery.

11. We shall be entitled to inspect the goods upon their arrival at the ultimate place of destination and upon completion of any installation, assembling, erecting, commissioning or other work to be carried out pursuant to the order within a reasonable period after receipt of the supplier's notice of their completion in order to ascertain whether the agreed requirements, particularly those specified in point 7 and point 8, are complied with. In case of shortcomings which we could not reasonably discover or which could not have been discovered during a thorough inspection, we shall still be entitled to reject the goods even after expiration of the said reasonable period taking into account the provisions as set forth herein below.

In the event of rejection, we shall inform the supplier as soon as possible in writing thereof, giving the reason which has led to the rejection.

At our discretion, rejected goods will be returned by us to the supplier or retained by us until the supplier has given us further instructions as to their disposal. Rejected goods will be for supplier's risk as from the moment of dispatch of the notice of rejection to the supplier. From the date of dispatch of said written notice to the supplier the property in the goods shall pass to the supplier. The supplier shall repay to us on our first demand, without delay and without any deduction, all amounts prepaid by us relating to the goods, or works or services rejected.

12. Unless otherwise agreed in writing, payment 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 we have objected to the way in which the order has been executed. Unless expressly agreed upon otherwise, 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 our rights.

13. We shall be entitled to offset amounts due by us to the supplier, with amounts due by the supplier (and/or other companies being part of the same group) to us (and/or to other companies being part of the same group). Where, in the event of offset, amounts are quoted in different currencies we 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).

14. All intellectual property rights arising out of or resulting from any work performed by or on behalf of the supplier under an order, with the exception of the rights that belong to or are licensed to the supplier prior to the date of the relevant order or outside the scope of the order and any subsequent modifications to same, shall exclusively vest in us, and the supplier hereby irrevocably and unconditionally agrees to assign any and all such rights to us or have these assigned to us. If necessary, and upon our request, the supplier will render full assistance and cooperation to us for the purpose of obtaining and enjoying such rights.

15. All materials and components which we put at the supplier's disposal for the execution of our order will remain our property under all circumstances. The supplier shall retain such materials and components on loan from us.

16. We reserve at all times and under all circumstances the right to take back our property.  Whether or not the same have been processed and/or used by the supplier against reimbursement of processing costs, if due by us. The supplier shall store our property separately and he shall clearly mark all our materials and components as our property. He shall inform any third parties who might seek recourse thereon of our proprietary right; he shall immediately inform us of such an eventuality.

17. The supplier shall not use our materials and components nor will he allow them to be used by or on behalf of third parties for or in connection with any purpose other than the execution of our order.

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

19. The supplier shall indemnify us against all fines, losses, damages, costs and expenses arising from any actual or alleged utilization of any patent, patent 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 the supplier to comply with our specific design requirements.

20. Where pursuant to our order goods are to be provided with one or more trademarks owned by us or with trademark(s), which we are entitled to apply or to have applied the 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 us shall have such trademark(s) applied to them. The supplier shall adhere to our instructions with respect to dimensions, positioning and other aspects related to said trademark(s).

21. When offering for transport or transporting dangerous goods the 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 us or otherwise reasonably known to the supplier) where the goods will be transported. The supplier shall provide us 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.  The supplier will not be released from his obligations under this point 21 by relying on information provided by us regarding the abovementioned provisions.

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

23. Failure by the supplier to perform within the agreed time or times, to adhere to the agreed quantities, to fulfill the requirements pursuant to point 7 and point 8 hereof or otherwise to perform any of the obligations pursuant to this order and agreement(s) relating thereto shall entitle us at our option: a. to give the supplier the opportunity to remedy his failure within a period of time to be fixed by us, or b. to cancel the order at our option wholly or partially without notice of default by means of a written notice; we shall also be entitled to cancel the order in the same manner in the event that the supplier shall not have remedied his failure within the period of time fixed by us in accordance with point 23a, above, provided always that we shall be entitled to be indemnified by the supplier for all losses, damages, costs and expenses including fines which we may incur directly or indirectly as a result of such failure.

24. Our failure to insist on the supplier‘s compliance with any of his obligations shall not be construed as a waiver or relinquishment of our right at any time to invoke strict compliance with such obligations.

25. The supplier shall not assign or transfer any of its rights and obligations under an order to any third party without our prior written consent. The supplier may only subcontract all or a portion of the order upon our prior written approval.

26. The supplier shall not use our 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 our prior written consent. The supplier understands that we do not contemplate providing any such consent and that any decision to give such consent shall be exclusively with us at our sole discretion.

27. This order and agreements relating thereto shall be governed and construed in accordance with the laws of the Netherlands, excluding its conflict of law principles.

28. The UN Convention on international Sale of Goods shall not apply.

29. All disputes arising out of this order and agreements relating thereto shall be exclusively submitted to the courts in Amsterdam, the Netherlands.

30. The supplier shall comply with all anti-bribery and anti-corruption laws and all our policies relating to the conduct of business notified to the supplier from time to time.  We have the right to terminate any and all orders and agreements relating thereto if the supplier does not so comply.

31. If a breach by the supplier of any term of an order or any agreement relating thereto results in us making any claim under an insurance policy, and such claim is subject to a deductible, the supplier shall meet the cost of that deductible.

Changes to the purchase conditions

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

 

These Purchase Conditions were last modified 22 October 2018.