General Conditions of Purchase
Clause 1 – definitions
- For the sake of these conditions, purchaser is any company as mentioned below: Direct Current BV, DC Systems BV, Femtogrid Energy Solutions BV, Hellas Rectifiers BV, Dutch Rectifiers BV
- For the sake of these conditions, vendor is taken to mean any natural or legal entity who supplies goods and/or services to purchaser.
Clause 2 - applicability
These General Conditions of Purchase are applicable to all contracts concerning the purchase of goods and/or services which are agreed between purchaser and vendor. By his acceptance of purchaser’s order, vendor acknowledges the applicability of these General Conditions of Purchase with the exception of any conflicting and/or deviant conditions.
Clause 3 – the provision of information by vendor
- Vendor shall provide purchaser with precise and clear product information (including time necessary for assembly + weight of goods/parcel). In the case of a particular group of products for which a product information system is in existence, vendor shall provide product information in accordance with this system.
- Vendor shall place at the disposal of purchaser maintenance information about the product.
- The confirmation of an order shall contain the necessary information concerning amount, price per unit, conditions of payment, terms of delivery and address of delivery of the ordered goods, as well as a specification of the product and its quality and, if applicable, assembly instructions (including time necessary for assembly + weight of goods/parcel).
Clause 4 – alterations to price
- The agreed prices, as stated on the order confirmation, have a validity of one year from the date of the first delivery. Prices can be reviewed in consultation between parties, in the event of due cause.
- Any alterations to price shall be announced at least three months in advance. The announcement is accompanied by a price list, which states the alterations and the commencing date.
Clause 5 – quality and capacity of the delivery
1. a. that the delivery is complete
1. b. that the delivery is accompanied by a bill of delivery, which states all information of the order or order confirmation with the exception of the price. In addition, vendor guarantees that the delivery is accompanied by a delivery document which states at least the references and the number of containers the delivery contains. The packing of each article states at least the order number and a description of the article. The text is drawn up in the language of purchaser. This clause is also applicable to service orders;
1. c. that the delivery is entirely in accordance with the requirements set out in the order as placed by purchaser, specifications, drawings and/or other documentation provided by or on behalf of purchaser;
1. d. that the delivery at least conforms to the legal requirements and government regulations applicable in the country of purchaser;
1. e. that the delivery is of good quality and free of faults and errors as regards design, construction, workmanship and/or materials;
2. If, either on receipt of within two months , the delivery fails to satisfy the requirements of section 1 of this clause, purchaser reserves the right to return the delivery to vendor for the account and risk of vendor, without prejudice to the provisions of clause 10.
Clause 6 – interim inspection and examination
- Purchaser retains the right to inspect or examine the goods or pertinent matters and/or work at any time, respectively to have such inspection of examination carried out on his behalf. Vendor shall, within reasonable bounds, provide any help necessary in this matter.
- In the event of non-approval, vendor shall be informed of such immediately and also of the grounds. Vendor shall then be compelled to replace or to improve the offending item/work, within a period laid down by purchaser, at no extra charge.
- Interim inspection or examination or the lack of the same does not indicate approval.
- In the event of non-approval, purchaser’s obligation to pay is deferred.
Clause 7 – final inspection
In the event that the delivery is subject to final inspection, the provisions of article 6 remain accordingly applicable.
Clause 8 - packing and dispatch
- Unless otherwise agreed in writing, all deliveries are free domicile.
- Delivery is inclusive of unloading. The carrier shall be accordingly informed by vendor.
- The delivery takes place at the address, that has been given by purchaser as the address of delivery.
- Vendor shall pack all deliveries in such a way, that they will arrive undamaged at their destination. Vendor is deemed to be responsible for any damage of goods in transit.
- Vendor shall comply with any possible special requirements with regard to packing as indicated by purchaser, provided that these are made known in good time. Vendor shall also take into account any legal requirements and government regulations with regard to packing and the disposal of the same.
- Deliveries which fail to comply with the provisions of the previous sections of this clause, need not be accepted by purchaser.
- A partial delivery will not be accepted, unless with explicit authorisation by purchaser. The name of the person who gave this explicit authorisation, shall be stated on the document of delivery.
- Damage occurred in transit and/or any other damage to the delivered goods, shall be reported to vendor by purchaser within fourteen days after its discovery.
Clause 9 – delivery period
- Vendor acknowledges that timely compliance with the agreement is an essential obligation on his part.
- The delivery dates stated on the order confirmation are binding, unless vendor informs purchaser of other delivery date(s) in writing within two weeks of placing the order. This new date, which shall never exceed four weeks after the original date of delivery, then constitutes the statutory delivery period. If, within two weeks of placing the order, purchaser has not received an order confirmation from vendor, the delivery date specified by purchaser is deemed to represent the statutory delivery period.
- The exact date of delivery shall be announced at least one week in advance.
- If the delivery dates, as specified under section 2 of this clause are exceeded, purchaser is entitled to deduct at least 10% of the invoice amount with a minimum of € 50 or the actual amount of the damage suffered for each week which passes from the agreed date of delivery. This provision forms no impediment to the cancellation of the entire order or that part of the same which has not been delivered on time, without further notification of default and without the intervention of any court. Orders with a specific delivery period or date shall only be delivered within another period or on another date with the explicit authorisation of purchaser. In the event of a general rise in prices, an exception shall be made to this section. In that event, vendor will contact purchaser and ask if purchaser wants to maintain the agreement.
- If purchaser is compelled to recompense his clients as a result of the late delivery, then such compensation shall be reimbursed by vendor. In that event, purchaser is entitled to offset such compensation against vendor’s invoices.
Clause 10 - guarantee to remedy faults
- Vendor guarantees that the goods possess those characteristics, that purchaser may expect on the grounds of the agreement in the case of normal use. This also applies in the case of exceptional use as far as this has been foreseen by both parties at the conclusion of the agreement. If these expectations are not met, then purchaser reserves the right to repair or replacement, purchaser’s option.
- Furthermore, vendor guarantees all occurring faults, on the basis of the following system: within two years after delivery to end user: the full costs of repair or replacement, including the costs of carriage and transport, shall be borne by vendor; within three years after delivery to end user: half of the costs of repair or replacement, including the costs of carriage and transport, shall be borne by vendor; Furthermore, vendor contracts to remedy faulty deliveries, by means of repair or replacement, as quickly as possible and in any event within the time limit specified by purchaser in the fault notification.
- Vendor liable for all costs involved in remedying the faults for which he is responsible under the provisions of section 1 of this clause.
- If vendor fails to comply adequately with his remedial obligations and/or fails to do so within the requisite period, and also in cases of urgency, purchaser reserves the right to remedy the fault himself or have it remedied by a third party for the account and risk of vendor, provided that vendor is informed of such action as soon as possible.
- Vendor indemnifies purchaser against claims from third parties as a result of faulty goods, respectively actions or omissions on the part of vendor, his employees or others involved in the execution of the delivery or work.
- Purchaser is entitled to offset all costs of all damage mentioned in this clause against vendor’s invoices, provided they are adequately specified and proved.
Clause 11 - bankruptcy of vendor or (provisional) moratorium for vendors enterprise
- In the event of bankruptcy or (provisional) moratorium and/or liquidation of vendor’s enterprise, purchaser reserves the right to cancel the agreement in full or in part without further notification of default and without the intervention of any court. Purchaser is not liable to any claim for compensation and such action in no way prejudices his further right as purchaser.
- All claims which purchaser may have or acquire on vendor in the above event shall be immediately and fully due.
Clause 12 – third party rights
Vendor indemnifies purchaser against any form of infringement of third party rights which may result from purchaser’s marketing the goods bought from vendor, and shall reimburse purchaser for all damages and costs which purchaser may suffer as a result.
Clause 13 - liability
Vendor indemnifies purchaser against all claims made against him, as a consequence of any article supplied by vendor proving to include a fault which results in damage to a third party.
Clause 14 - payment
- Purchaser shall fulfil all financial obligations arising from the agreement in the agreed manner. However, purchaser reserves the right to offset any claims against vendor, for whatever reason such claim may arise, against the sums due to vendor.
- In the case of delivery in parts, payment will be made after the last partial delivery has been received, unless the delivery in parts occurs on explicit request of purchaser or if purchaser has given explicit authorisation to delivery in parts.
- Invoicing takes place after all goods stated on the order have been delivered.
Clause 15 - omissions
Vendor is deemed to be in default and liable to fully recompense purchaser for any damages, costs and interests in the event that he acts contrary to the provisions of the agreement and these General Conditions of Purchase.
Clause 16 – arbitration service for home furnishings
In the event of a dispute between purchaser and a consumer, vendor agrees to be bound by the decision of the national arbitration service, insofar as this decision results in a liability for purchaser solely as a result of any fault or defect in the product supplied by vendor and/or any component thereof, or as a result of any hidden fault, provided that vendor has had the opportunity to assess the complaint and has disallowed it. Vendor shall reimburse purchaser that which purchaser has been obligated to pay on the basis of the binding advice, including the amount of the compensation, handling costs and any remaining costs to which purchaser has been condemned.
Clause 17 – durable business relationship
When a durable business relationship can be said to exist between purchaser and vendor, vendor can only end such relationship on one year’s notice of termination.
Clause 18 - currency
The purchase and sale price are to be expressed in Euros. In the event of another currency being agreed upon, this shall first be converted to Euros against the current quotation of the day, such being the mean rate for inter-bank transfers on the European foreign exchange market. Payment shall be effected in Euros converted to the agreed currency at the day rate as above which applies at the time of concluding the order. The above provision does not apply in cases where, at the request of purchaser, payment is effected in a foreign currency.
Clause 19 – applicable jurisdiction
- The agreement between purchaser and vendor is subject solely to national law of purchaser.
- Disputes between purchaser and vendor shall be exclusively settled by the competent authorities of the Netherlands.
- All these rules are in addition to the national laws of the Netherlands.
Clause 20 - Dutch text prevails
These general purchase conditions were originally drawn up in the Dutch language. The Dutch text will prevail in the event of any uncertainties as a result of the translation.
February 3, 2020