General Purchase Conditions of Chemgas Shipping B.V. and/or Chemgas Barging S.a.r.l.
|Buyer||Chemgas Shipping B.V. or Chemgas Barging S.A.R.L.|
|Seller||The company identified in the contract/purchase order as the Seller of the goods and/or services|
|Terms and Conditions||The applicable General Purchase Conditions of the “Buyer”|
|Materials||Materials and/or equipment, including all applicable documents, data sheets and certificates|
|Services||Work and service including all related documentation|
|Contract||The contract, the agreement or the order confirmation|
|Delivery||Delivery of materials and/or services.|
|Party||Selling or buying party|
|Parties||Selling and buying party|
|Third Parties||Any entity other than the buying or selling party|
Article 1 Applicability
1.1 These Terms and Conditions apply to all requests, quotation requests, quotations and purchase orders, as well as to agreements concluded between Parties.
1.2 The applicability of the General Terms and Conditions used by the Seller is hereby explicitly rejected.
1.3 Any deviations from these General Purchase Conditions only apply if they have been confirmed in writing by the Buyer to the Seller.
1.4 In the event of a conflict between the content of a Contract between the Parties and these General Terms and Conditions, the clauses in the Contract will prevail.
Article 2 Prices
2.1 Unless otherwise agreed, the Contract or Purchase Order include all estimated and fixed costs. Additional costs that are not covered by the Contract or Purchase Order are not eligible for payment.
2.2 Price increases are and remain at the expense of the Seller, even after the conclusion of the Agreement.
Article 3 Payment
3.1 Unless otherwise agreed, the Seller will not invoice the amount due for the materials or services purchased by the Buyer until the date of delivery. Payment for the materials and/or services is made 30 days after the invoice date.
3.2 If the Seller fails to deliver or fails to perform services in accordance with the specifications of the Contract or Purchase Order, the Buyer has the right to suspend full payment until the Seller fulfils its obligations.
3.3 If the invoice or the details of the claimed amount are disputed, the Buyer will pay the undisputed amount. The Buyer can, without prejudice to its other rights, withhold payments, without payment of interest, to the extent necessary to protect the Buyer against loss or damage as a result of: (a) Non-compliance by the Seller of amounts due to subcontractors, (b) failure or infringement by the Seller on one of the provisions of the Contract or Purchase Order or (c) refused or not replaced materials or services that have not been repaired.
3.4 The Buyer does not accept and will not pay any invoices that are received later than 3 months after delivery of the materials or services. Invoices that lack a clear reference will be refused and returned.
3.5 The Buyer is at all times entitled to set off what the Parties have to claim from each other.
Article 4 Delivery time and delivery
4.1 Delivery will take place on the agreed date and at the agreed location. Delivery must be Delivery Duty Paid, as indicated in the most recent version of the INCOTERMS.
4.2 The Seller is liable for all damage suffered by the Buyer as a result of exceeding the delivery time.
Article 5 Inspection during and after delivery
5.1 If the goods delivered by the Seller or the work delivered do not meet the order and/or the specification, the Buyer has the right to reject them.
5.2. If a (part of the) shipment or material has been rejected, the Seller will, at its expense, within 3 working days after the notification of rejection has been received, in accordance with the request of the Buyer:
- Deliver the missing part, or
- If requested, pick up the rejected part, repair or replace it and redeliver it after repair or replacement
The ownership and risk are transferred to the Seller at the time of collection or return.
5.3 Costs for additional inspection by the Buyer caused by reasons for which the Seller is responsible are borne by the Seller. These costs include, but are not limited to, the costs for salaries during working and travel hours and the costs for boarding and accommodation.
Article 6 Liability
6.1 The Seller is liable for all direct and indirect damage caused by a shortcoming or unlawful act of the Seller, its subordinates or its assistants. This also includes all damage caused by the presence and/or use of items that the Seller has involved in the performance of the agreement.
6.2 The Seller indemnifies the Buyer against all claims from Third Parties for compensation for damage as referred to in the first paragraph.
6.3 The Seller will insure itself against liability as referred to in this Article and, if desired, grant the Buyer insight into the policy.
6.4 The Buyer is not liable for any direct, consequential or indirect damage suffered on the part of the Seller, its staff and/or Third Parties engaged by it in connection with the execution of the agreement, unless the damage is the result of intent or deliberate recklessness of the Buyer’s managerial staff.
Article 7 General requirements for services
7.1 The Seller guarantees that it will perform the services with the degree of care, expertise and professionalism that is customary within the sector of the supplier and that the results will meet the agreed specifications and/or service descriptions.
7.2 The Seller will only engage qualified persons for the agreed services.
7.3 Materials must be suitably packaged and protected and, if the Seller arranges the transport, be transported in such a way that the arrival is assured in good condition and safe unloading. The Seller is responsible for compliance with national, international and supranational regulations regarding the packaging.
7.4 All wood supplied (packaging material) must comply with the approved international standard ISPM # 15 for wood packaging material (WPM), approved by the International Plant Protection Convention (IPPC) on 15 March 2002. The packaging material must be made of 100% non-asbestos-containing material.
7.5 The buyer requires that all supplies and services observe prevailing legislation, including environmental legislation.
The buyer’s goal is that the suppliers shall meet the following requirements:
- The suppliers have a certified environmental management system (EMS) in accordance with ISO 14001 or an EMS that, as minimum, includes the following elements:
- A written environmental policy.
- Follow-up on observance of prevailing environmental legislation.
- Identification and ongoing monitoring of the company’s most significant environmental impacts.
- Actions to improve the company’s environmental impacts.
- Internal audit.
- To the extent that a supplier has its products produced by a sub-contractor, the supplier is responsible for checking that its sub-contractors meet the buyer’s environmental requirements.
The suppliers are screened and assessed by the buyer on a yearly basis. The screening result is part of the yearly evaluation of the supplier together with service, quality, price and other relevant factors.
Article 8 Warranty, non-compliance, obligations and compensation
8.1 The Seller guarantees a warranty period of 12 months after delivery or, if applicable, after commissioning.
8.2 Unless otherwise agreed, the Seller undertakes to replace or repair the materials within a period agreed between the Buyer and the Seller. The replaced parts are supplied with a warranty period of 12 months after delivery, or if applicable after commissioning.
8.3 If the Seller does not replace the materialsor does not repair the services within the specified period,
or if for reasons of safety or continuity of the business process it is not possible to have the Seller replace it, as well as in the case of persistent delays, the Buyer has the right to replace the materials or to repair the services at the expense and risk of the Seller, including the costs of detection of the defect, inspection, removal, transport, repair, replacement, reinstallation and reinspection of the materials or services.
8.4 The Seller indemnifies the Buyer against claims from Third Parties arising from damage caused by treatment or negligence, from non-compliance with obligations (including the warranties given under Article 8) towards the Buyer and the Seller or by Third Parties engaged by the Seller for performance of the relevant Contract.
Article 9 Ownership and confidentiality
9.1 All drawings, designs and specifications that the Buyer has supplied to the Seller under the Contract and all intellectual property rights thereon remain the exclusive property of the Buyer and will be treated as confidential and will not be lent, copied or otherwise used or disclosed without the prior written permission of the Buyer.
9.2 The Seller guarantees that the materials to be delivered are free from seizure, retention of title, rights of Third Parties, etc. The Seller will indemnify the Buyer against all loss or damage resulting from the violation of this Article.
Article 10 Termination / Cancellation Contract
In the event that the Seller is in default or violates any provision of the Contract, the Buyer has the right, without prejudice to any of its other rights or legal means arising from the Contract and by law and without judicial intervention, to terminate the Contract by sending a written notice to the Seller.
Article 11 Audits
11.1 The Buyer has access at all times to the Seller’s documents relating to work under the Contract for the purpose of checking and verifying the costs of the materials or services or for any other purpose. The Buyer has the right to reproduce all the aforementioned documents. The Buyer will keep all collected information strictly confidential and will not disclose this information to any Third Parties.
11.2 The Seller stores all the above information for a period of three (3) years after delivery of the materials and/or services.
Article 12 Taxes and social security premiums
12.1 The Seller is liable for the payment of all taxes and contributions imposed on the Seller, including, but not limited to, unemployment insurance, national insurance, social security benefits, corporation tax and related fines and fines imposed on the Seller by a local or national government in the country or location where the services are provided in connection with the Contract.
12.2 The Seller shall report all relevant information regarding taxes and contributions as mentioned above to the relevant competent Tax Authorities.
12.3 The Seller agrees to indemnify, hold harmless and retain Buyer from all claims, lawsuits, costs, expenses, liabilities, fines, penalties, verdicts and requirements that may arise from or relate to tax returns, allegations or impositions on the Seller or one of its third-party contracts, agents or employees.
12.4 The Buyer has the right to dissolve the Contract and reclaim any payments from the Seller that are due and to make direct payment(s) to creditors.
12.5 The Seller shall keep adequate documentation with regard to the services and the aforementioned payments. The Buyer or an accounting firm designated by the Buyer has the right to check the Seller’s documentation regarding the services and the aforementioned payments. The Seller shall grant the Buyer unlimited access to such documentation and without delay.
Article 13 Force Majeure
13.1 If delivery is impeded or delayed due to force majeure, the date of completion of the work will be set as many days later as the directly caused impediment or delay has lasted. The Seller will immediately inform the Buyer in writing regarding any case of force majeure and its likely duration. If required, it will specify the nature of the force majeure and the resulting impediment or delay to the Buyer.
Force majeure is understood to mean all circumstances unforeseen at the time of entering into the Contract that are beyond the control of the Seller, including work strikes, collusion of workmen, actions of workmen organisations, exclusions, fire, either at the Seller or in the factories or workplaces of subcontractors and suppliers, war, occupation, mobilisation, political turmoil, riot, obstacles to transport and ice barriers, provided that the Seller has done everything that can reasonably be expected of it in order to prevent the impediment or delay.
Article 14 Applicable Law
14.1 These General Purchase Conditions and the Contract are governed exclusively by Dutch law.
14.2 The Vienna Sales Convention (CISG) does not apply.
14.3 The Rotterdam District Court will have exclusive jurisdiction to hear disputes arising from or in connection with the agreement concluded between the Parties.
Article 15 Anti-slavery, anti-child labour and anti-human trafficking
15.1 The Seller shall comply with all applicable anti-slavery, anti-child labour and anti-trafficking laws and regulations, including but not limited to the applicable EU guidelines.
15.2 The Seller shall not actively or passively engage, overlook the involvement of others or ensure that a Third Party, such as, but not limited to, subcontractors, engages in slavery, child labour and/or human trafficking in the context of performance of the Contract.
15.3 The Seller shall immediately inform the Buyer when it becomes aware of any slavery, child labour and/or human trafficking by or on behalf of a person in the context of the performance of the Contract.
15.4 The Seller guarantees towards the Buyer the fulfilment of all its obligations with regard to anti-slavery, anti-child labour and anti-trafficking laws and regulations. The Seller shall therefore fully indemnify the Buyer against all costs and damage resulting from non-compliance.
Article 16 Miscellaneous
16.1 The Seller is not permitted to transfer all or part of its obligations under an agreement and/or to outsource it to a Third Party without the prior written consent of the Buyer.