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General purchase conditions Constructiewerkhuizen De Meyer NV

Scope and acceptance of the general purchase conditions

1. The term "SUPPLIER" should be understood in the broadest sense, i.e. any party who implements a purchase order, or any other equivalent document. In the articles that follow, the firm, which refers to these general purchase conditions of DE MEYER NV, is hereinafter referred to as "DE MEYER NV".
2. The general purchase conditions of DE MEYER NV are applicable to the purchase agreement.
3. Acceptance of these general terms and conditions, either tacitly or explicitly, implies that THE SUPPLIER fully waives the application of their own general conditions.
4. By the simple implementation of the order which DE MEYER NV shall provide them with, THE SUPPLIER expressly accepts that these purchase conditions apply. Only if, and on condition that, DE MEYER NV has expressly accepted the general conditions of THE SUPPLIER in writing, shall these conditions be applicable.
5. The term "DELIVERIES" used hereinafter should be understood in the broadest sense, i.e. including but not limited to: goods, services, performances, etc. Each Delivery to be made is an obligation of result.

Acceptance of Orders

6. Nothing may be delivered or produced without receipt of a valid purchase order.
7. All orders must be immediately confirmed in writing by THE SUPPLIER, with an indication of the price and delivery term.
8. If DE MEYER NV has not received this confirmation within fourteen calendar days following its order, DE MEYER NV shall deem THE SUPPLIER to have accepted, or DE MEYER NV shall be entitled to modify or cancel the order without THE SUPPLIER being entitled to claim any compensation.

Delivery term and fee

9. Strict compliance with the delivery and implementation terms is an essential and substantial condition for DE MEYER NV, without which no agreement would have been concluded. If, after acceptance of the order, THE SUPPLIER notices that delivery will be delayed, THE SUPPLIER shall immediately inform DE MEYER NV. DE MEYER NV shall then be able to the order either partially or in full. In the event of delay, DE MEYER NV reserves the right, to the extent that it has not fully cancelled the order pursuant to the foregoing, to demand compensation without prior notification, of 1% of the value of the services to be provided and/or goods, without prejudice to the right of DE MEYER NV to prove higher damage and costs. This compensation is provisional and shall be calculated for every week of delay, whereby every commenced week counts as a full week, and is payable from the moment that THE SUPPLIER's shortcomings are identified, without DE MEYER NV being obliged to prove the existence of any damage. THE SUPPLIER is always bound to pay the full compensation, and reparation of the damage incurred by DE MEYER NV. DE MEYER NV shall withhold the amount of this compensation from the amount to be paid when settling its invoices.

Prices, costs, packaging and insurance

10. Prices are fixed and are not liable for revision or amendment, unless otherwise agreed to in writing between DE MEYER NV and THE SUPPLIER. Delivery is free of all expenses and, therefore, all transport, packaging, insurance and other costs shall be deemed to be included in the price, and shall take place at the delivery and/or implementation site indicated by DE MEYER NV. Delivery shall take place at the THE SUPPLIER's risk. Any damage, including that resulting from inadequate packaging, established after delivery by THE SUPPLIER or a SUPPLIER's representative shall be at the expense of THE SUPPLIER.
11. Returning consigned packaging shall not incur any costs for DE MEYER NV.

Acceptance of Delivery

12. Deliveries shall only be accepted upon completion of the entire project for which the goods and services supplied are intended, i.e. upon receipt of delivery, inspection of the deliveries by DE MEYER NV, installation, testing of the entire project and acceptance by the end customer. Weight, quantity, quality and conformity with the order shall be inspected by DE MEYER NV. If, as a result of this inspection, deliveries are refused, DE MEYER NV shall be entitled to dissolve this agreement in whole or in part, without THE SUPPLIER being able to claim any compensation. THE SUPPLIER is entitled to be present, or to be represented, during inspection. If necessary, the SUPPLIER shall be required to compensate DE MEYER NV for all damages, including those resulting from delays caused by defective delivery.
13. Deliveries shall be guaranteed against all faults, defects and their consequences for at least two years from the date of acceptance by the end user. The guarantee shall also include, but is not limited to, all costs of salaries, wages, travel and any accommodation required to rectify faults or defects and DE MEYER NV's own costs. The duration of the guarantee shall automatically be extended by the period of time which is necessary for the repair and recommissioning of all defective components.
14. The delivery slips or execution notes shall, upon receipt or completion, be signed by a representative of DE MEYER NV, who shall state their name and identification number on THE SUPPLIER's documents. THE SUPPLIER bears the risk at least until the moment the representative of DE MEYER NV signs these slips or notes.

Invoicing

15. The invoices and delivery slips must be drawn up in the name of DE MEYER NV, with an indication of references including purchase order number and contact person. In the absence of such, DE MEYER NV reserves the right to deduct EUR 50.00 from the amount to be paid, as an administrative cost.
16. For all dispatches and all orders, separate invoices must be drawn up. Administrative or other costs cannot be charged by THE SUPPLIER, unless otherwise agreed to in writing.

Payments

17. Invoicing may only take place upon delivery to the location of delivery or implementation indicated by DE MEYER NV. Payment shall be made at the earliest, and unless otherwise agreed to in writing, 30 days from the end of the month, following an inspection to verify conformity and acceptance of the deliveries, as specified in Article 13. Any payment which is made earlier shall always be subject to the verification to be carried out, for which DE MEYER NV reserves the right to demand reimbursement of the payment in the event of non-conformity or defects. Any payment which is made before the end of the agreed term entitles DE MEYER NV to a reduction of 1% for every month that this payment was made in advance.

Non-compliant delivery

18. DE MEYER NV's guidelines in connection with dimensions, quality, method of implementation, etc., as well as the legal provisions, must be strictly adhered to. This strict compliance constitutes a substantial and essential condition, without which no agreement would have been entered into with THE SUPPLIER.
19. If samples, deliveries and services are not in accordance with the legal provisions, DE MEYER NV's guidelines or with what was agreed between the parties, DE MEYER NV shall be entitled - even if the inspection is limited to samples - to either terminate the purchase in full or in part, and, without prejudice to the right to compensation, to demand a price reduction, or to have the finishing and repair work carried out itself at THE SUPPLIER's expense, or to demand a new delivery or finishing work from the latter.  The same applies if defects are established after delivery, even after the guarantee period, which shall last at least two years.

Retention of title

20. Any materials which DE MEYER NV makes available to THE SUPPLIER for the execution of the delivery, shall remain its property (even during the machining or processing thereof) and must therefore be stored, labelled and managed appropriately. These materials may only be used for the implementation of the orders of DE MEYER NV. THE SUPPLIER undertakes to replace damaged or lost components. Resale of the materials is prohibited at all times.

Intellectual Property Rights

21. If the delivery or its accessories are subject to intellectual property rights, DE MEYER NV shall acquire the right of use and unrestricted reproduction thereof by means of a non-exclusive, worldwide, perpetual licence, the fee for which is included in the price. THE SUPPLIER guarantees that the delivery does not constitute a breach of the intellectual rights of third parties, and safeguards DE MEYER NV against claims from third parties due to (alleged) breaches, and shall compensate DE MEYER NV for all resulting damage.

To the extent that DEMEYER NV is attacked by third parties, it shall be entitled either to cease the alleged infringement or to ignore the claims. In any case, THE SUPPLIER shall indemnify DEMEYER against all consequences, regardless of the choice made by DEMEYER, even if the claims of third parties prove to be unjustified afterwards.

Force majeure

22. The following cases and circumstances shall be considered force majeure and shall entitle DEMEYER NV to cancel the order wholly or in part or to terminate or suspend the execution without any right to compensation on the part of THE SUPPLIER: governmental intervention that seriously hampers the execution of the agreement with the end customer for whom the delivery is intended - e.g. but not limited to causing a delay,  or making it impossible , e.g. due to changes in the law or restricting freedom of movement or other cases as a result of infectious disease, epidemics or pandemics or other, natural phenomena and disasters, attacks and riots, strikes at DEMEYER and/or third parties, hacking at DEMEYER NV or third parties involved in the delivery.

Applicable law and jurisdiction

23. Any dispute between the parties in connection with the interpretation or implementation of their agreements shall belong to the exclusive territorial competence of the judicial district and the subsection of the location of the registered office of DE MEYER NV. Belgian law shall apply. The Vienna Convention is not applicable.
24. The Dutch version takes precedence over all other versions.

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