GENERAL CONDITIONS OF PURCHASE HAL ALLERGY B.V. (subsidiary of HAL Allergy Holding B.V.)
Filed at the Chamber of Commerce of The Hague, The Netherlands, under file number 34049105
The following text is a translation from the Dutch language original. Unless otherwise agreed upon between the Parties in writing, the controlling language of the agreement is Dutch and in case of disputes, the Dutch General Conditions of Purchase shall prevail.
- Notwithstanding these Conditions of Purchase, the terms of any specific and agreed written conditions shall be deemed to take precedence where such terms conflict with these Conditions of Purchase.
- These Conditions of Purchase shall apply to all requests, offers, tenders and orders relating to the delivery of goods or the provision of services to HAL Allergy. It is further expressly understood that any General Conditions of Sale as formulated by a Supplier shall be rejected.
- An Agreement shall be considered valid when the other party has indicated acceptance of the offer. Any offer, whether or not extended without obligation, may not be rescinded after acceptance by HAL Allergy. An Agreement shall only be deemed valid when signed by an officer or person authorised by the relevant party.
- When requested by HAL Allergy, Supplier shall execute all modifications concerning either the scale, or the quality, or both of the goods or services to be supplied, provided such modifications are capable of reasonable implementation.
- Where, in the opinion of Supplier, a modification may affect the agreed fixed price or the delivery term, the Supplier shall be obliged to advise HAL Allergy of such consequence prior to proceeding to execute that modification. Supplier shall provide such notice in writing as soon as possible and in any event no more than 8 working days after receipt of the modification request. Should these consequences on price or delivery term or both be, in the opinion of HAL Allergy, unreasonable, parties will mutually consult as to further steps to be taken.
4. Substitution or Transfer of Obligations
- Any obligation flowing from an Agreement may only be transferred to a third party by Supplier after having received written consent from HAL Allergy. HAL Allergy shall have the right to attach reasonable conditions to such consent.
5. Price and Price Adjustments
- Prices shall exclude value added tax and shall cover all costs Supplier may incur in order to honour Supplier’s obligations.
- Prices shall not be subject to adjustment, unless the Agreement defines the objective conditions that may lead to a modification of price, and the manner in which a price adjustment is to take place.
- HAL Allergy shall at all times be authorised to insist that Supplier provide a bank guarantee as a surety against damages arising from improper fulfilment of Supplier’s obligations. The bank guarantee shall be established by a reputable, major Dutch bank. Supplier shall bear the costs of such a bank guarantee.
- Invoices, including value added tax, shall be paid within 30 days of receipt of invoice and following confirmation and checking of the items supplied.
- HAL Allergy shall be authorised to suspend payment if it observes a defect in the items supplied or in the way these items were mounted or installed.
- HAL Allergy shall retain the right to reduce the amount of the invoice by that amount that Supplier owes HAL Allergy, without regard to the currency in which these amounts are expressed and to the enforceability of such counterclaims.
- Any payment by HAL Allergy shall not constitute any waiver of any rights pertaining to HAL Allergy.
7. Time of Delivery
- The delivery time is of great importance. If Supplier fails to deliver on time, Supplier shall be held in breach of contract, whether or not notice of default has been served.
- Supplier shall be bound to inform HAL Allergy in writing without delay any potential failure to honour a delivery term. Such notice shall not affect the consequences of any failure to honour a delivery term as set out in the Agreement or in line with any legal provisions.
- Delivery prior to the stipulated delivery term may only be effected with the prior written consent of HAL Allergy. Prior delivery shall not affect the agreed term of payment.
- Supplier shall be responsible for ensuring all of the following:
- that the delivery adheres to the description, requirements and quantities as laid down in the order or purchase agreement;
- that the delivery is fit for the use stated;
- where the delivery is of physical goods, that such goods are free of defect whether in design, construction, manufacture and, where relevant, installation;
- that such delivery complies with all legal and regulatory provisions applicable at the time of delivery.
- Unless agreed otherwise in writing, delivery shall be made upon the agreed time of delivery in accordance with the valid Incoterm DDP (Delivered Duty Paid), notwithstanding article 13 of these conditions.
- HAL Allergy retains the right to postpone delivery. In such case Supplier shall, at Supplier’s expense, keep, protect, insure and stock such goods in a properly packed and in a clearly marked fashion, separated from other goods.
- Where a defect is attributable to Supplier, the Supplier shall by definition and without notice of default be held in breach of obligation.
- HAL Allergy shall at all times retain the right to claim damages and other legal remedies flowing from a defect attributable to Supplier.
- The legal rate of interest applicable to such sums as HAL Allergy may have paid in advance and covering the period of the defect shall be deducted from the amount payable on invoices requiring payment.
- In case of a non-attributable defect the obligations of both parties shall be suspended for a period of weeks the exact number of which shall be established at a later date.
- A party may invoke a non-attributable defect in its relationship with the other party only in such case where it has advised the other party in writing as soon as possible and in any event no more than 10 working days after the non-attributable defect has taken effect and after having provided supporting evidence of the defect.
- In the event the Supplier claims that one or more defects cannot be attributed to Supplier and where HAL Allergy accepts this claim, HAL Allergy shall nevertheless be authorised to annul the Agreement. In this situation neither party shall claims damages from the other.
- Supplier guarantees that the items and where necessary their installation or mounting or the services comply with the terms of the Agreement.
- Supplier guarantees that all that it delivers shall comply with all relevant legal constraints regarding quality, environment, safety and health.
- If HAL Allergy determines that what has been delivered fails to comply, either partially or completely, with what Supplier has guaranteed under (a) and (b) above Supplier shall be held to be in breach of contract, unless Supplier can demonstrate that the defect cannot be attributed to Supplier.
11. Intellectual Property
- Supplier guarantees that HAL Allergy may make free and unfettered use of the items delivered. Supplier shall indemnify HAL Allergy against any financial consequences flowing from any claims that third parties may make in terms of a breach of their intellectual and industrial property rights.
- Supplier is authorised to use the information supplied by HAL Allergy exclusively in the context of the Agreement. The information is and shall remain the property of HAL Allergy.
- Supplier shall be responsible for any damage arising from the execution of the obligations that flow from the Agreement.
- Supplier shall indemnify HAL Allergy against all financial consequences arising from claims from third parties that may in any way be caused as a consequence of the execution of HAL Allergy’s obligations under the Agreement.
- HAL Allergy shall have the right to insist that Supplier contract insurance cover against risk. If HAL Allergy so desires, Supplier shall without delay provide an unabridged copy of the relevant insurance contract.
13. Transfer of Title and Risk
- The property rights vested in the items shall be transferred to HAL Allergy after they have been delivered and where necessary installed or mounted.
- Where HAL Allergy has provided Supplier with materials such as raw materials or subsidiary items in order to assist Supplier in the honouring of Supplier’s obligations, these shall remain the property of HAL Allergy. Supplier shall keep these clearly separated from items belonging to Supplier or to third parties. Supplier shall label these as the property of HAL Allergy.
- In such case where a third party shall assert a claim or seek to take possession of these items, Supplier shall draw Third Party’s attention to the property rights vested in HAL Allergy and shall advise HAL Allergy immediately and without delay of such assertion or attempt to take possession. HAL Allergy shall at all times retain the right to collect, or to arrange collection of, any such items that are the property of HAL Allergy, wherever their place of storage may be. Supplier grants HAL Allergy the irrecoverable right to enter, or cause to enter, such place of storage.
- At the time at which materials such as raw materials or subsidiary items that belong to HAL Allergy are processed into items owned by the Supplier, a new item is created that is held to be the property of HAL Allergy.
- The risk vested in the items shall be transferred to HAL Allergy at time of delivery.
- Supplier shall treat the existence, content and nature of the Agreement and any other corporate information as confidential and undertakes to disclose none of the same without the written consent of HAL Allergy.
- Supplier shall disclose information received only to persons within its organization who have a need to know such information in the course of the performance of their duties and who are bound to protect the confidentiality of such information.
- HAL Allergy shall at all times have the right to return to Supplier at Supplier’s expense packaging materials and items designed to protect the items during carriage.
- Suppliers shall be responsible for processing or destroying packaging materials and items designed to protect the items during carriage. Where Supplier requests that packaging materials be processed or destroyed, such processing or destruction shall take place at the risk and expense of Supplier.
- Supplier shall at all times ensure that packaging adheres to the most recent environmental requirements.
- Supplier shall ensure that the items are packaged using the minimum of material consistent with the items reaching their place of destination in proper condition.
- The Supplier shall legally be in default in the event of any shortcoming where Supplier has failed to honour Supplier’s obligations under the Agreement or flowing from any subsidiary agreement, and in the case of bankruptcy, suspension of payment, forced closure, or withdrawal of any necessary permits, where part or all of Supplier’s property or items required to execute the agreement have been foreclosed or seized, where Supplier is in liquidation, under takeover or finds itself in a leastways comparable situation.
- In any of the cases above, HAL Allergy shall, of its own volition and without prior notice of default, have the right to annul part or all of the Agreement without prejudice to any rights HAL Allergy may enjoy under the Agreement and under law.
- Annulment shall be notified to Supplier by registered letter or by service of Bailiff Notice.
17. Settlement of Disputes
- Disputes between parties, including issues that only one party terms a dispute, shall be resolved as far as possible by mutual consultation.
- Where parties are unable to come to mutual resolution, the disputes shall be submitted to the Competent Court in Amsterdam, the Netherlands.
- The Law of the Netherlands shall apply to the Agreement, such law having been incorporated into the terms of the Agreement.
Delivery instructions for all deliveries for HAL Allergy B.V. at:
HAL Allergy B.V.
J.H. Oortweg 17
NL 2333 CH LEIDEN
Deliveries are possible Monday till Thursday from 08.30 hrs. till 16.00 hrs. and on Friday from 08.30 hrs. till 15.00 hrs.
Parcels can be delivered with a maximal weight of 25 kgs each and should wear all information regarding class of risk, transport and storage.
All shipments must be packed on clean, undamaged pallets, 80 x 120 cm. All goods must be packed within the pallet size. The total height of pallet and goods should be maximal 180 cm.
All europallets should be exchanged directly with the delivery. Exchange of pallets after the delivery is not possible.
All shipping documents should mention the purchase order number and the item number(s) of HAL Allergy.
Certificates of Analyses
Certificates of analyses, if applicable, should be at HAL before delivery of the shipment:
Per e-mail: firstname.lastname@example.org
Fax: +31 (0) 88 1959 001
Of beschikbaar via internet . Or available by internet.