General Purchasing Terms And Conditions Of Loon Group B.V.
Article 1. Definitions
The following definitions are used in these general terms and conditions of purchase, both in the singular and in the plural:
client: Van Loon Group B.V., the private limited liability company, with its registered office at Ekkersrijt 8825, 5692 JW Son, the Netherlands, and registered with the Chamber of Commerce under number 17093692, and its group companies as listed on the website www.vanloongroup.com;
supplier: the other party to the client, the (legal) person with whom the client has concluded the agreement or the (legal) person performing a (legal) act on behalf of the client or the (legal) person to whom requests for quotations, orders and agreements concerning the delivery of (intangible) goods and/or services to and the performance of additional work on behalf of the client are addressed;
parties: the client and the supplier;
goods: all services and/or (tangible) objects (goods) that are the subject of any negotiation, offer, quotation, agreement or other (legal) act in the relationship between the parties;
agreement: any commitment between the client and the supplier concerning the delivery of goods by the supplier to the client;
delivery: placing one or more items in the possession or control of the client, including the performance and completion of services;
services: all work and other activities to be provided by the supplier that are the subject of any negotiation, offer, quotation, agreement or other (legal) act in the relationship between the parties;
tooling: all vehicles, equipment, machines, scaffolding and parts thereof, consumables and the like, which the supplier uses in the performance of the agreement, with the exception of the goods that are to be processed into the material objects to be created;
materials: items that are processed into the material objects to be created, or are used in the performance of the work, with the exception of the tooling to be used.
Article 2. Applicability
2.1. These general terms and conditions apply to all – including future legal relationships between the client and the supplier under any title whatsoever, including those where the client purchases items from the supplier or the supplier delivers items to the client, as well as on statements to be made in that context, such as negotiations, offers, requests, assignments, orders, quotations, order confirmations and other (legal) acts in the relationship between the client and the supplier.
2.2. These general terms and conditions of purchase form an integral and inseparable part of every order placed by the client for the delivery of goods and/or services.
2.3. The client expressly rejects the applicability of the supplier's general terms and conditions.
2.4. Unless expressly stated otherwise in the agreement, the client's rights under these general terms and conditions are without prejudice to all other rights under the agreement and under the law.
2.5. In the event of mutual inconsistency and/or ambiguity, the order of precedence shall be as follows: (i) the agreement, (ii) the order and (iii) these general terms and conditions.
Article 3. General
3.1. Orders and agreements, as well as any changes or additions thereto, must be made in writing. Any deviations from these general terms and conditions and from the agreements concluded between the parties are only valid if they have been expressly confirmed in writing by the client.
3.2. Verbal agreements, including any resulting amendments and additions to these purchasing conditions, only have legal effect if they have been confirmed in writing by the client.
3.3. The written form requirement shall also be deemed to have been met if communications are sent electronically.
Article 4. Orders and order confirmations
4.1. All offers and quotations from the supplier are irrevocable and valid for at least 90 days, unless otherwise agreed in writing.
4.2. An agreement is concluded when the supplier accepts an order from the client. Without prejudice to the provisions of these terms and conditions, acceptance is effected by confirming the order in writing or electronically. If the supplier has not responded within 5 days, or if the supplier has started to execute the order before that time, it is deemed to have accepted the order and the agreement is concluded. An agreement may also be concluded by the client sending an order confirmation to the supplier.
4.3. Cost estimates are binding and will not be compensated additionally, unless expressly agreed otherwise.
4.4. The client is entitled to cancel the order free of charge as long as the supplier has not accepted the order in writing.
4.5. The supplier will not be compensated for visits or for drawing up quotations, projects, concepts and trial deliveries.
Article 5 . Delivery
5.1. The agreed delivery time is a strict deadline and if this deadline is exceeded, the supplier will be in default without further notice of default being required. The supplier must immediately notify the client in writing of any imminent delay in delivery. The supplier is liable for this delay in accordance with the agreement and statutory provisions. If there is a delay in delivery by the supplier, the client is entitled to claim a contractual penalty from the supplier of 0.2% of the net order amount per calendar day of delay, up to a maximum of 5% of the net order amount. The client reserves the right to claim further damages from the supplier in respect of the delayed delivery.
5.2. Goods and services must be delivered and transported in the manner specified in the order or otherwise by or on behalf of the client in writing or by electronic means, or, in the event that a forwarding agent or carrier is engaged by or on behalf of the client for the delivery of goods, in the manner specified by the forwarding agent or carrier concerned. If instructions from a forwarding agent or carrier engaged by or on behalf of the client deviate from instructions otherwise given by or on behalf of the client, the supplier shall consult with the client in advance to determine which instructions are to be followed. Any additional costs resulting from deviation from the agreed method of transport shall be borne by the supplier. Deliveries that deviate from the agreements and orders are only permitted if the client has approved them in writing in advance.
5.3. Agreed terms and dates are binding. The date on which the client receives the goods or the services are completed in accordance with the agreement is decisive for the timely fulfilment of the delivery terms and dates.
5.4. If the supplier anticipates difficulties with regard to production, delivery, compliance with the delivery period or similar circumstances that could impede the supplier's ability to deliver on time or in the agreed quality, the supplier must immediately notify the client of this in writing.
5.5. The unconditional acceptance of a delayed delivery or service does not imply that the client has waived any claims to which it is entitled as a result of that delayed delivery or service. The client has the right to postpone the delivery. In this case, the supplier shall store, preserve, secure and insure the goods in a proper manner, separately and recognisably.
5.6. Unless expressly agreed, partial deliveries are not permitted. In the event of return shipments, the supplier shall bear the costs thereof and the risk of the goods shall be deemed to have remained with the supplier at all times.
5.7. The values determined by the client during the inspection of the incoming goods shall be decisive for the quantities, weights and dimensions.
5.8. Any reference to trade terms (such as DAT, DAP or DDP) shall be deemed to be made to the relevant term of the latest version of the Incoterms published by the International Chamber of Commerce, as applicable on the date of commencement of the agreement.
5.9. The supplier guarantees to the client that every delivery:
a. Is complete and comprehensive and takes place in accordance with the agreed conditions;
b. Complies with all applicable laws and regulations;
c. Is packaged as economically, safely and carefully as possible and in such a way that the delivery is manageable during transport and unloading;
d. Is provided with all the imprints and markings specified and desired by the client;
e. Is suitable for reuse or recycling in terms of packaging;
f. With regard to packaging, transport, storage and processing, complies in all respects with the applicable laws and regulations, including those relating to safety, the environment, food safety and working conditions.
5.10. With regard to services, the following applies in addition to Article 5.9:
a. The provision of services by the supplier shall take place at the agreed location and within the agreed period.
b. When providing the services, the supplier must strictly follow the client's instructions.
c. If the client and the supplier have agreed that a specific person or persons will perform the services, the supplier is not permitted to replace this person or these persons with others without the prior written consent of the client.
d. If the client requests the supplier to replace one or more persons appointed by the supplier to perform the services – for reasons of progress, the level of service or otherwise – the supplier shall make a proposal for replacement within 14 days of receiving the request.
e. If a (maximum) amount or maximum number of hours has been agreed for the provision of the services, any excess shall be at the expense and risk of the supplier and the client shall not be obliged to pay the excess.
f. Unless explicitly agreed otherwise in writing, the supplier's obligations are obligations to achieve a result and not merely an obligation to make an effort.
g. If the supplier believes that a change to the order by the client will affect the agreed price or delivery time, the supplier will immediately inform the client of this in writing and, in the event of additional work, issue a written quotation with regard to the price and the term associated with this, as well as the consequences for the other work to be performed by the supplier.
Additional work will not be carried out by the supplier until the client has given written instructions to do so. In any case, additional work does not include additional work that the supplier could or should have foreseen at the time of concluding the agreement in order to be able to deliver the agreed performance(s) and functionality(ies) or that is the result of a shortcoming on the part of the supplier.
5.11. In the event of earlier delivery than agreed, the client reserves the right to return the goods at the supplier's expense and risk. If no return takes place in the event of early delivery, the goods may be stored at the client's premises or at an external warehouse engaged by the client at the supplier's expense and risk until the agreed delivery date.
5.12. When delivering foodstuffs, substances used in food production, packaging materials for foodstuffs and other materials that come into contact with foodstuffs during the production or packaging process, the product and transport packaging and the means of transport used must be in a perfectly hygienic condition. In particular, the supplier guarantees that the product packaging is free of any foreign components, that the migration limits specified in the Consumer Affairs Regulation are not exceeded and that the packaging components comply with the specifications of the agreement. All shipments must be labelled in accordance with the relevant specifications of the agreement and applicable legislation.
Article 6. Packaging, transport and packing
6.1. The client has the right at all times to return the (transport) packaging materials to the supplier at the supplier's expense.
6.2. The processing or destruction of (transport) packaging materials is the responsibility of the supplier. If, at the supplier's request, packaging materials are processed or destroyed, this will be at the supplier's risk and expense.
6.3. The supplier shall keep accurate daily records of the packaging delivered and collected by the client. At the client's first request, the supplier shall submit the packaging records (updated with a maximum delay of one week from the last delivery). Packaging shall be invoiced between the parties.
6.4. The supplier shall package the goods to be delivered as economically, safely and carefully as possible and in such a way that the shipment is manageable during transport and unloading. The supplier shall provide the goods to be delivered with the imprint desired by the client.
6.5. If safety data sheets, instructions, manuals or other documentation exist, are customary or are required by law or regulations for a delivery or the packaging, the supplier shall always deliver these immediately (along with the goods).
6.6. The supplier shall mark the shipment with the order reference number specified by the client and the number of packages, as well as with the correct name and address details of the delivery address. The outside of the packages shall be provided with a packing list stating the contents of the shipment. A delivery that does not meet these requirements may be refused by the client.
Article 7. Price and Invoicing/Payment
7.1. All prices are exclusive of VAT and include all other government levies and also include all costs in accordance with the latest version of the applicable Incoterms and all costs related to the fulfilment of the supplier's obligations under the agreement.
7.2. The prices for goods are in principle based on “Delivery Duty Paid” (“DDP”) at the location specified by the client in accordance with the most recent version of the “Incoterms”, including all packaging costs, unless otherwise agreed in writing.
7.3. Changes in wages, the cost price of raw materials or other materials and/or changes in exchange rates related to the agreed performance will not be passed on. The prices are fixed as previously agreed and the client shall pay for the goods and services delivered the price stated in the agreement, or a lower price that the supplier has determined after placing the order and before delivery for comparable goods, unless the agreement specifies the circumstances that may lead to a price adjustment, as well as the manner in which the adjustment takes place.
7.4. Invoices must be sent to the agreed billing address of the client, stating the full order reference and taking into account the client's instructions. Incorrectly submitted invoices or incorrect invoices will only be deemed to have been received by the client from the moment they have been corrected and correctly submitted. With the exception of invoices disputed by the client, payment of the invoice, including VAT, will take place after verification of the invoice within the agreed period after receipt of a correct invoice and approval of the items therein by the client. If payment is made within 14 days, the client will receive a 3% discount on the invoice amount. Payment will be made in the agreed currency.
7.5. The payment term commences at the time of delivery to the agreed location of the client, or another location to be designated by the client, or, in the case of partial deliveries and/or acceptance, after the day on which the last goods or services have been received and accepted, or on the date of receipt of the invoice, if this is after the (last) delivery and acceptance as referred to above. The payment date is the date on which the client issues its payment order to the bank.
7.6. The client is entitled to suspend any performance it owes to the supplier for any reason whatsoever if it finds and/or suspects a defect in the goods and any processing thereof. Insofar as the supplier is obliged to deliver documentation, instructions for use or certificates relating to material tests, the payment term for invoices shall not commence before these documents or certificates have been received in full.
7.7. The client shall be entitled to reduce the amount of the invoice by any amounts owed by the supplier to the client. The client is at all times entitled to set off amounts owed by it to the supplier against claims it has against the supplier on any grounds whatsoever. The client is also entitled to set off claims, whether due or not, that the client has against the supplier against claims that the supplier has against companies affiliated with the client.
7.8. Payment by the client does not in any way constitute a waiver of rights. Non-payment, suspension or set-off by the client does not entitle the supplier to suspend its performance.
7.9. The supplier is not authorised to set off unless explicitly agreed otherwise.
Article 8. Transfer of ownership and risk
8.1. Ownership of the goods shall pass to the client after they have been delivered, completed, paid for and, if necessary, processed and/or installed (whichever occurs first).
8.2. If the client makes materials, such as raw materials, auxiliary materials, tools, tooling, drawings, specifications, services and software available to the supplier for the purpose of fulfilling its obligations, these shall remain the property of the client. The supplier shall store these separately from items belonging to itself or to third parties. The supplier shall mark them as the property of the client.
8.3. Once materials, such as raw materials, auxiliary materials and software belonging to the client have been processed in the supplier's goods, a new item is created, the ownership of which belongs to the client, and the supplier shall keep these new items as the property of the client and, upon request, provide the client with a declaration of ownership. Insofar as necessary, these general terms and conditions of purchase shall be regarded as a deed of transfer within the meaning of the Copyright Act. This applies without prejudice to the following paragraph.
8.4. The risk of the goods shall pass to the client at the moment that the delivery and subsequent approval and acceptance of the goods have taken place in accordance with these terms and conditions of purchase.
8.5. Goods created by combination, mixing or otherwise become the property of the client at the moment of their creation. The supplier is deemed to have designed or formed the goods for the client.
Article 9. Quality
9.1. The supplier guarantees the following with regard to all goods delivered by it for a period of at least three years:
a. Upon delivery of goods, that they are of good quality and free from defects (including, but not limited to, errors in design, materials and manufacture) and, in the case of services, that these are performed in a manner that meets the level of professionalism and the latest technical standards that can be expected from a first-class service provider and are performed by skilled personnel with the highest degree of professionalism and quality and using new materials;
b. That they are fully in accordance with the provisions of the agreement, the specified and/or requested specifications and the reasonable expectations of the client with regard to the properties, quality and performance of the goods;
c. That they are suitable for the purpose for which the goods are intended by their nature or according to the order and/or suitable for the use intended by the client, of which the supplier acknowledges to be aware or in respect of which the supplier has received written information from the client in advance.
d. That they comply with the legal requirements applicable in the Netherlands and the EU and other applicable (international) government regulations, including requirements relating to food safety, health and animal welfare;
e. That they comply with the norms and standards customary in the relevant branch of trade or industry (including but not limited to: HACCP regulations);
f. With regard to design, construction, production, packaging, storage, processing and materials, they comply with all applicable laws, regulations, conditions and customary requirements;
9.2. The Supplier guarantees that it is able to fulfil its obligations under the agreements, including that it has all the licences, permits, exemptions, certifications and qualifications necessary or desirable for the performance of the services and delivery of goods and the other obligations under the agreement.
9.3. If the agreement refers to technical, safety, quality, food safety, animal welfare, health, environmental or other regulations and documents that are not attached to the agreement, the supplier is deemed to be familiar with them. The supplier will actively endeavour to ensure that its products, packaging, working methods, raw materials and auxiliary materials have as little impact on the environment as possible.
9.4. The supplier shall, at its own expense, ensure that it obtains the consents, permits or licences required for the performance of the agreement in good time and that it complies with the conditions set out therein.
9.5. The supplier guarantees that, at the client's request, it will provide test reports, certificates of origin and other relevant documents within 24 hours as proof that the goods delivered or to be delivered comply with the provisions of Articles 9.1 to 9.4. The Supplier agrees that the Client may send these documents to the competent authorities and other third parties if and insofar as this is necessary, in the reasonable opinion of the Client, to demonstrate that the goods delivered comply with the relevant requirements.
Article 10. Deficiency
10.1. Acceptance of services shall only take place after an inspection has been carried out to check for defects, in particular the accuracy and completeness of the delivery, insofar as and as soon as this is relevant in the context of normal business operations.
10.2. The client has the right to have the goods inspected or audited by officials appointed for this purpose before the time of delivery to the supplier. The supplier must provide all necessary cooperation for this. The supplier cannot derive any rights from the results of an inspection in advance. The client has the right to inspect the goods upon delivery at the agreed location prior to acceptance. If the goods are rejected, the client will notify the supplier and may, at its discretion, demand replacement or repair, or proceed to terminate or cancel the agreement. This does not affect the client's right to compensation. All costs related to inspections and re-inspections shall be borne by the supplier, except for the costs of the inspection officers appointed by the client. However, in the event of rejection, the costs of these inspection officers shall also be borne in full by the supplier. If the client does not reject a delivery, carries out an inspection or refrains from inspection and/or acceptance, this shall not result in the forfeiture of any rights of the client. The supplier cannot hold any inspection or the absence thereof against the client in the event of an appeal by the client to the guarantee or any other right of the client under the agreement.
10.3. The client shall report any defects found after their discovery. In this context, the supplier declares that it will not object to delayed reporting of defects: failure to report defects in a timely manner shall not result in the forfeiture of rights. Articles 7:23 and 6:89 of the Dutch Civil Code shall not apply. If rejection takes place, the client shall notify the supplier thereof and the client may, at its discretion, demand replacement or repair or proceed to terminate or cancel the agreement. This shall not affect the client's right to compensation.
10.4. The statutory provisions regarding defects in quality and defective title apply, except insofar as otherwise specified in the agreement and these terms and conditions.
10.5. If, in the opinion of the client, (part of) the goods delivered by the supplier under an agreement do not meet the requirements set by the client or what the client may reasonably expect, are not identical to the reference samples and specifications approved by the client or have not been delivered in accordance with the provisions of the agreement, or does not meet the requirements referred to in Articles 5 or 9, the client will notify the supplier thereof and the client will be entitled to return the defective delivery at the supplier's expense, to demand repair or re-performance, or the supplier will take it back at its own expense upon the client's first written request.
If the client has already paid for the defective goods, the supplier shall refund the relevant amount to the client upon the client's first request. The client also has the right to terminate the agreement with immediate effect by registered letter and without further notice of default, without prejudice to all other rights of the client in this regard, including the right to compensation.
10.6. In the event that the supplier does not commence repair of the defect immediately after being requested to do so, the client shall, in urgent cases, in particular to avert acute danger or to prevent further damage, have the right to repair the defect itself or have it repaired at the supplier's expense.
10.7. In the event of a defective title, the supplier shall also indemnify the client against any claims from third parties.
10.8. The limitation period for claims arising from defects is three years, except in the case of fraudulent misrepresentation. The limitation period commences at the time of delivery of the item (transfer of risk).
10.9. If the supplier fulfils its obligation to provide additional performance by delivering a replacement item, the limitation period for the replacement items delivered shall recommence after delivery of that replacement item.
10.10. If the client incurs costs as a result of the defective delivery of the item, in particular costs of transport, freight, labour, installation and removal, materials or inspection of incoming items that exceed the normal degree of inspection, those costs shall be borne by the supplier.
Article 11. Epidemic defects and recall
11.1. If 5% or more than 10 items of a delivery or batch and/or of the same origin or type of product and/or service delivered by the supplier during a period of 6 months show identical or equivalent defects, all such products and services delivered during the period in question will be considered defective and non-compliant with the agreed guarantees and conditions. In addition to the consequences described in Articles 9 and 10, among others, the client shall be entitled to have all comparable products and services in the relevant period repaired and/or reimbursed at the supplier's expense and risk. The foregoing shall only be excluded if and insofar as the supplier can demonstrate to the reasonable satisfaction of the client that the defect or non-conformity in question conformity only occurs in specific traceable and clearly identifiable services and products, in which case the foregoing shall apply with regard to those products and services and the supplier shall be obliged to compensate for them in accordance with the agreed guarantees and provisions of this agreement. The scope of this article includes a recall action to be invoked by the government, authority, customer of the client or other interested party with regard to an item delivered by the supplier, whether or not as a result of an epidemic defect, in which case the supplier indemnifies the client against any damage suffered by both the client and any third party involved.
11.2. Prior to any recall action that is wholly or partly the result of a defect in an item delivered by the supplier, the client shall notify the supplier thereof and discuss the efficient implementation of a recall action with the supplier, unless notification to or cooperation by the supplier is not possible due to the urgency of the specific case. All costs of the recall shall be borne by the supplier insofar as that recall is the result of or related to a defect in an item delivered by the supplier.
Article 12.
Intellectual and industrial property rights and documentation
12.1. The supplier is not permitted to disclose to third parties any business and technical information made available by the client (including functions that may be derived from objects, documents or software provided and any other knowledge or experience) as long as and insofar as it has not been proven that such information is generally known. The information may only be made available to those persons under the control of the supplier who, in connection with the delivery to the client, must be involved in its use on a necessary basis and who are also bound by a duty of confidentiality. The information remains the exclusive property of the client. Without the client's prior written consent, that information may not be duplicated or commercially exploited, except for the purpose of deliveries to the client.
12.2. At the client's request, all information originating from the client (including any copies or documents made, if applicable) and borrowed items and tooling must be returned to the client in full and without undue delay or destroyed. The client reserves all rights to that information (including copyright and the right to apply for industrial property rights such as patent rights, utility models, etc.). If that information is provided to the client by third parties, the reservation of rights also applies to those third parties.
12.3. Items manufactured on the basis of documentation drawn up by the client, such as drawings, models and the like, items based on that confidential information and items manufactured with the client's tooling or with tooling modelled on the client's tooling may not be used by the supplier itself or offered or supplied to third parties. This provision applies mutatis mutandis to orders.
12.4. Materials, parts, holders and special packaging provided by the client remain the property of the client. The aforementioned materials may only be used in the manner specified. The materials will be processed for the client and parts will be assembled for the client. The supplier is obliged to insure the items made available by the client at its own expense at replacement value against fire, water and theft. The supplier is obliged to provide the client with proof of insurance upon request. The supplier hereby transfers all claims for compensation under this insurance to the client.
12.5. Items manufactured with the client's materials and parts are the property of the client. If tooling and/or materials are made or purchased by the supplier entirely at the client's expense, they become the property of the client. The supplier shall do everything possible to prevent third parties from appropriating the client's property.
12.6. If intellectual property rights rest on the items or accompanying documentation, the client shall obtain the right of use free of charge by means of an exclusive, perpetual, royalty-free and irrevocable licence for the applicable region. All intellectual property rights arising as a result of joint development by the client and the supplier, regardless of the quality or direct or indirect extent of the contribution to this development, shall vest exclusively in the client. The supplier guarantees that it is entitled to transfer these rights and that it has obtained any necessary consent and rights from third parties and that no rights remain with third parties after the transfer. At the client's first request, the supplier shall do everything necessary to effect this transfer.
12.7. The supplier guarantees that the delivery and goods do not infringe any intellectual property rights or other rights of third parties. The supplier indemnifies the client against all claims from third parties, damage, claims and costs due to (alleged) infringements in this regard and will compensate the client for all damage, costs and losses suffered as a result, including all legal costs and costs of legal assistance. The supplier will reimburse all costs incurred by the client in connection with these claims, including the costs of legal assistance, accountant's fees and the costs of transport, storage and destruction of the goods, as well as all damage suffered by the client, including any compensation paid by the client to the third party in the context of an amicable settlement, regardless of whether it is established that the goods in question infringe the rights of the third party concerned. The supplier shall also, upon first request, refund the purchase price of the goods delivered by him to the client if and insofar as the sale thereof is impeded because the third party has seized them or because the third party opposes further trading of these goods, and the supplier shall not be able to make it a condition for refund that the goods be sent or made available to him or a third party.
Article 13. Liability
13.1. The supplier is liable for all damage, costs and loss suffered by the client directly or indirectly as a result of the supplier's failure to perform, late performance or improper performance of the agreement or breach of any other contractual or non-contractual obligation. The supplier indemnifies the client against claims from third parties, including regulators and (consumer) organisations, relating to the allegation that an item does not meet one or more of the requirements set out in these terms and conditions, and claims for compensation for damage suffered and to be suffered as a result. The supplier shall fully reimburse all costs incurred by the client in connection with this, including the costs of legal assistance and the costs of investigation, transport, storage and destruction of the items and damage suffered, including the purchase price of the items concerned and damage suffered by third parties.
13.2. The supplier shall take out and maintain adequate insurance against its liability towards the client under the law and/or the agreement and shall also insure and maintain insurance against all risks in its business operations that are insurable under normal conditions. At the client's request, the supplier shall immediately provide (a certified copy of) the policies and proof of premium payment. The supplier hereby assigns to the client in advance all claims for payment of insurance proceeds, insofar as they relate to damage for which the supplier is liable to the client.
13.3. Unless otherwise agreed in writing, the client's liability towards the supplier is excluded and in all cases limited to direct damage and to a maximum of the purchase price of the delivery in question. Except in the case of intent or deliberate recklessness on the part of the client or its managerial staff, the client is not liable for indirect damage (including loss of opportunity, loss of profit and stagnation) and any other damage suffered by the supplier, its personnel or other persons involved by the supplier in the performance of the agreement and/or made available by the supplier (including, but not limited to) destruction or loss of property and personal injury. The provisions of the previous sentence also apply as a limitation of liability with regard to aggrieved personnel of the supplier and other aggrieved persons who are involved in the performance of the agreement by the supplier and/or made available by the supplier. The supplier shall indemnify the client against all claims made by these personnel members and other aggrieved persons who are involved in the performance of the agreement by the supplier.
13.4. If a claim is brought against the client on the grounds of product liability, the supplier is obliged to indemnify the client against such claims if and insofar as the damage is caused by a defect in the goods delivered by the supplier. The supplier undertakes to maintain product liability insurance with sufficient cover – at least €2.5 million per personal injury/property damage – to insure all risks arising from product liability, including the risk of recall. The supplier shall provide proof of insurance upon request. This shall not affect the supplier's further liability.
Article 14. Dissolution and termination
14.1. In the event that the Supplier fails to fulfil its obligations under the agreement or order, as well as in the event of bankruptcy or suspension of payments, or in the event that the Supplier loses free disposal of its assets, in the event of liquidation, strike or relocation of the supplier's business, or transfer of control of the supplier within the meaning of the SER Merger Code 2015, regardless of whether these apply, or in the event that a licence required for the agreement or order is withdrawn from the supplier, the client shall be entitled to suspend performance of its obligations under the agreement or order in whole or in part, or to terminate the agreement or order in whole or in part with immediate effect, without further notice of default being required, without being liable for any compensation and without prejudice to the client's other statutory and contractual rights.
14.2. Unless the client decides otherwise, upon receipt of the termination, the supplier must:
a. Immediately cease all work under the agreement or order;
b. transfer the ownership rights of the finished goods to the client and deliver those finished goods, the work in progress and the parts and materials that the supplier has reasonably produced or acquired to the client in the quantities ordered by the client, making them available to the client upon first request;
c. To return to the client all drawings, specifications, models, tools, construction overviews, technical instructions, samples, patterns, moulds and similar objects and data in its possession that were supplied by the client or developed for the performance of the agreement or order; and
d. At the client's request, to cooperate with the client in transferring the production of the goods to another supplier.
14.3. After termination by the client pursuant to Article 14.2, the client is obliged, with due observance of the provisions of these general purchasing conditions, to pay only the following, without duplication:
a. The order price for all finished goods in the quantities ordered by the client, actually received by the client and which are in accordance with the agreement or the order and for which the supplier has not yet received payment;
b. The reasonable actual costs of marketable and usable work in progress by the supplier and of parts and materials transferred to the client pursuant to Article 14.2b.
14.4. The client has no obligations towards the supplier and is not obliged to pay the supplier, either directly or on the basis of claims by subcontractors of suppliers, for lost anticipated profits or general administrative costs of termination or expiry of the agreement or order, unless otherwise agreed in a separate order provided by the client.
14.5. In the event that any agreement, regardless of whether it is for a definite or indefinite period, or relationship between the supplier and the client, is deemed to be an agreement for an indefinite period, and no notice period has been agreed, the client may terminate it at any time by means of a written notice and with due observance of a notice period of no more than three months. In the event of such termination, the client shall in no case be liable for any compensation or damages.
Article 15. Force majeure
15.1. Natural disasters, labour disputes, operational disruptions beyond the client's control, unrest, government measures and other unavoidable events release the client from its obligation to take delivery on time for as long as the event continues. During such events and for a period of two weeks thereafter, the client shall be entitled, without prejudice to its other rights, to withdraw from the agreement in whole or in part, provided that those events are of a longer duration and the requirements on the client are considerably reduced as a result of the goods having to be obtained elsewhere. Force majeure on the part of the supplier shall in any case not include a lack of persons to be deployed or made available for the performance of the agreement, strikes or illness on the part of the supplier and/or persons involved in or made available for the performance of the agreement, delays in distribution, shortages of raw materials or packaging, failure to perform on the part of the supplier, third parties engaged by the supplier and/or persons made available by the supplier, and/or liquidity problems on the part of the supplier.
Article 16. Other
16.1. The supplier may not transfer any obligation under the agreement to a third party. This clause has the effect referred to in Article 3:83(2) of the Dutch Civil Code.
16.2. The supplier shall not outsource the performance of the agreement or parts thereof to third parties without the prior written consent of the client.
16.3. If any provision of these terms and conditions and of additional agreements that have been concluded is or becomes invalid, this shall not affect the validity of the other provisions of the terms and conditions. The parties to these purchasing terms and conditions are obliged to agree on a provision to replace the invalid provision that approximates the economic purpose of that invalid provision as closely as possible.
Article 17. Disputes
17.1. Disputes between the parties, including those considered as such by only one of the parties, shall be resolved as far as possible through proper consultation.
17.2. If the parties are unable to reach a solution, the disputes shall be settled exclusively by the competent court in the district of East Brabant.
Article 18. Applicable law
18.1. The agreement, of which these terms and conditions of purchase form part, is governed exclusively by Dutch law. Foreign legislation and treaties such as the Vienna Sales Convention are excluded.