General purchase conditions

 

PURCHASE CONDITIONS - ORDERS - RESERVES

1. These general terms and conditions of purchase apply to all orders. An order under these general terms and conditions includes all services, deliveries, products, goods, services and works that a supplier provides to CMHT BV. The general terms and conditions of purchase apply to the exclusion of all other general terms and conditions stated on titles, invoices or other documents issued by the supplier, which are in no way enforceable against CMHT BV. The acceptance of an order by the supplier constitutes unconditional acceptance of these general terms and conditions. These general terms and conditions can only be deviated from by means of a specific written agreement in a contract and/or order form.

2. Any oral order from CMHT BV is confirmed by a written order, sent to the supplier in any way. The order is deemed to have been accepted by the supplier, unless a written objection is received within 3 (three) calendar days.

PRICE

ADDITIONAL WORK - CHANGES TO THE ASSIGNMENT

3. No change to the order, modification of the agreed work or additional work may be carried out without the prior express written consent of CMHT BV.

 

PRICE

4. The prices are fixed and cannot be revised unless otherwise agreed in writing between the parties. The prices include all services, products, supplies, goods, services and work necessary for the proper performance of the contract.

 

INVOICES - TERMS OF PAYMENT

5. Payments by CMHT BV are made by default on 60 days from the date of receipt of the goods. Any order deemed to have been expressly or tacitly accepted by a supplier shall be paid in accordance with the terms of the purchase order or contract, to the exclusion of all other terms and conditions. CMHT BV reserves the right to make the payment of an order to the supplier, if it deems it necessary, always subject to the prior receipt of a bank guarantee from the supplier, issued by a banking or financial institution whose solvency is known and which guarantees the execution of the supplier's contractual obligations.

6. The invoices must always state the references of the order (order number, delivery date, description and quantity of the delivered goods). They must  be sent  to CMHT BV together with all supporting documents. Unless expressly agreed otherwise in writing between the parties, the supplier's invoices are addressed to the registered office  of CMHT BV or to the billing address at the bottom of the order form, as stated on the order form.  In the absence of any of these data or in the event of inaccuracy or incompleteness, the invoice will be returned to the supplier.

 

 

QUALITY OF SUPPLIES AND SERVICES

7. The supplier must check the full suitability of its supplies, products, services, goods and/or services with the subject matter of the order. To this end, he must in particular check all  information and  specifications  provided by CMHT BV  and immediately inform CMHT BV of any difficulties, changes, errors or omissions. The supplier provides CMHT BV with the results of the verifications, tests, checks and measurements that it carries out in order to verify the accuracy of the information and documents for informational purposes. He assumes full responsibility for these checks and releases CMHT BV from  all possible damage and/or liability that may arise directly or indirectly from this. The approval   by CMHT BV of the  documents submitted by the supplier does not relieve the supplier of any liability towards CMHT BV.

8. The supplier undertakes at all times to comply at all times with the legal, regulatory, administrative, national, European and international provisions applicable to the orders, failing which the order will be automatically and immediately cancelled to its detriment. The supplier shall indemnify CMHT BV against all costs, damages and claims that may arise from this.

9. CMHT BV may at any time decide to check, have checked and stop delivery an order that  it considers non-compliant and to refuse any delivery of an order that does not meet the prescribed quality, without this decision in any way justifying any delay on the part of the supplier or giving rise to payment of any compensation,  In the broadest sense of the word, to the supplier. CMHT BV reserves the right to check goods and claim compensation if defects are found and this during the entire shelf life of the product.

 

SAFETY - PROTECTION OF HEALTH - RESPECT FOR THE ENVIRONMENT

10. In the case of orders delivered and/or services carried out on the premises of CMHT BV, the general safety and health conditions will be the subject of a separate document that will form an integral part of the general terms and conditions of purchase of

CMHT BV. All these terms and conditions (including the general terms and conditions of purchase) are  made available to the supplier by CMHT BV in good time and before the execution of the order. These conditions will also be available on the CMHT BV website. If  the supplier has not informed CMHT BV in writing within 3 (three) working days after placing the order that   he has not been able to take note of these terms and conditions, it is assumed that the supplier has been able to obtain and consult these conditions in time and in the correct form. Consequently, in the event of total or partial non-compliance with these safety and health conditions in the execution of the orders, the supplier will be held exclusively and  fully liable by CMHT BV for all fines, damages and/or damages (compensations) that this may entail.

11. The supplier is obliged to comply at all times with the social, fiscal and environmental regulations in force and applicable. CMHT BV can at any time ask for proof of compliance with these regulations. Likewise, the supplier must always comply with all rules and agreements in force at the place of execution of the order, including, but not limited to, those concerning safety and environmental protection. Non-compliance with these regulations may, at the discretion  of CMHT BV, lead to the cessation or suspension  of deliveries and to temporary or permanent exclusion of the supplier, as well as to the immediate termination of all pending orders to the detriment of the supplier by operation of law. All these sanctions are exclusively borne by the supplier and the latter will  indemnify CMHT BV against all costs, damage and claims that may result from this.

 

SHIPPING - TRANSPORT - PACKAGING - WASTE

12. The supplier undertakes to comply at all times with the rules applicable to its activities, including, but not limited to, the rules on transport. In particular, the supplier must ensure that the persons employed by him strictly comply at all times with the provisions of the Road Code with regard to the loading and transhipment of trucks. He is solely responsible for violations in this regard.

13. In the absence of specific provisions in the order on the conditions of transport, the supplier himself shall arrange for the transport of the orders at his own risk and expense, up to the place of delivery determined in Article 17 of these general terms and conditions of purchase.

 

Unless otherwise agreed, the packaging costs shall be borne by the supplier. The supplier shall ensure that the amount of non-recyclable packaging is kept to a minimum.

14. Unless otherwise agreed, the supplier shall take back the packaging material of the delivered orders; The supplier shall ensure their immediate disposal and processing, solely at his expense.

 

DELIVERY - WEIGHT - RECEPTION

15. Early delivery compared to the date specified in CMHT  BV's order is not permitted without the prior, express and written consent of CMHT BV. Unless otherwise agreed in writing  in the order of CMHT BV, all orders will only be delivered to the address expressly stated by CMHT BV in the order. If  CMHT BV  does not have a delivery address on the order, the supplier will deliver the order to the address of the CMHT BV branch  in Zele.

16. Each delivery is accompanied by a delivery note that is immediately handed over to the appointee of CMHT BV and  that contains the exact references of the order (order number), the delivery date, the description and the quantity of the delivered goods.

17. Deliveries can never be considered tacitly accepted. Consequently, neither the acceptance and/or partial or full payment of orders nor the absence of complaints within 30 (thirty) calendar days after receipt of a delivery can be considered as an acceptance/acceptance of an order. A manifest non-conformity can be established even after the delivery of the goods or after the provision of the services within a maximum of 30 (thirty) calendar days after receipt of the delivery, even if the relevant invoices have already been paid (see Article 22 of these general terms and conditions of purchase). The legal guarantee against hidden defects also applies.

18. CMHT BV reserves the right to definitively refuse orders that do not  fully meet its general terms and conditions and/or do not sufficiently meet the quality that CMHT BV may expect from such an order. In addition, CMHT BV has the right to return the order  to the address provided in writing by the supplier when placing the order. The supplier is fully responsible for all reasonable costs arising therefrom, including but not limited to all customs duties and taxes, and is not entitled to any compensation from CMHT BV at any time.

19. Only weights determined with measuring equipment approved by CMHT BV are valid. Suppliers  of CMHT BV  can be present at the weighing in the premises of CMHT BV. The  payments made by CMHT BV in no way prejudge the quality and/or conformity of a delivery, nor the quality and/or proper execution of an order. Each payment should be considered as an advance to be applied to the payment of the total price. This payment does not reduce the supplier's liability in any way. In addition, this does not relieve the supplier of his obligation to supplement, repair, modify or replace an order of which a defect has been identified, in order to bring the delivery fully into conformity with the order.

OWNERSHIP - RISKS

20. The transfer of ownership takes place in accordance with the common law, notwithstanding a retention of title clause, which is not enforceable against CMHT BV, unless it has been expressly accepted in writing by a  person authorised  by CMHT BV prior to the order.

21. Unless otherwise agreed in writing between the parties, the transfer of risk takes place at the place of delivery as provided for in Article 17 of these General Terms and Conditions of Purchase and after receipt and/or delivery expressly recorded in writing by a  person authorized  by CMHT BV.

22. In the event of termination of the order for whatever reason, CMHT BV is  entitled to claim the ordered goods that are still in processing and will only be obliged to pay the value of these items on the date of termination of the order, insofar as the delivery sufficiently corresponds to the quality that CMHT BV can expect from such an order.  

 

DEADLINES - PENALTY CLAUSE FOR LATE DELIVERY

23. The agreed delivery times are binding and form an essential part of the order. Acceptance of the order means that the supplier formally undertakes to execute it, under penalty of a delay clause.

24. In the event of delay in the delivery of the order and after prior notice of default due to the mere expiry of the term, the supplier may owe CMHT BV a fixed compensation of 2.5% of the amount of the order  per week of delay with a maximum of 12% of the amount of the order.  CMHT BV reserves the right to claim full compensation for all damage suffered, including but not limited to all payments it has made and will have to make as a result of the supplier's default.

25. In the event of late delivery and after the expiry of 15 (fifteen) calendar days from the day on which CMHT BV has  given notice of default  to the supplier, CMHT BV has the  right to have the supplier's order executed by a third party or by itself, entirely at the expense, cost and risk of the defaulting supplier.

 

SUBCONTRACTING

26. The supplier may only subcontract with the express prior written consent of CMHT BV and under his full responsibility. If the supplier calls on a subcontractor for the execution and/or delivery of goods and services  to CMHT BV, the supplier remains fully liable to CMHT BV for its subcontractor at all times.

 

WARRANTIES - LIABILITY

27. The supplier guarantees that the delivered orders are free from any defect, including but not limited to defects in design, material, manufacture, assembly, operation and safety of use, and all this under the conditions of use with which the supplier declares to be aware. Unless expressly agreed otherwise in writing in advance, the duration of the guarantees is at least twelve months after acceptance of the delivery by CMHT BV.

28. If a defect is found, the supplier is obliged to replace or repair all orders that prove to be defective as soon as possible and exclusively at his expense in order to bring them into line with the conditions of the order and/or to bring them sufficiently in line with the quality that CMHT BV  from such orders may expect. If the supplier does not do this on time, and after the expiry of 15 (fifteen) calendar days from the day on which  CMHT BV has given the supplier  notice of default,  CMHT BV has the right to have the supplier's  order executed by a third party or by CMHT BV, entirely at the expense and risk of the defaulting supplier. This does not affect the other rights  of CMHT BV, including, but not limited to, the right of  CMHT BV  to claim full compensation for  the damage suffered by CMHT BV, of  whatever nature, in connection with (the execution of) the order.

29. The conformity, quality and condition of the orders can be validly determined by a bailiff or a court expert who  can be appointed at the unilateral request of CMHT BV.  CMHT BV will inform the supplier by registered letter at least 5 (five) working days before this determination. In the absence of or timely written response from the supplier, these findings shall be deemed to be contradictory.

30. The supplier expressly indemnifies CMHT BV and will always indemnify CMHT BV against all possible infringements, complaints and claims of the holder(es) of intellectual property rights that are directly or indirectly related to the orders offered or delivered.

INSURANCE

31. The supplier has taken out all the insurance necessary for his activity, both for his staff and for his equipment. In particular, it is adequately covered for civil liability (business liability), product liability and liability for all types of environmental risks.

 

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32. At the first request of CMHT BV and  depending on the risks inherent  in the execution of the order on the premises of CMHT BV, the supplier will submit an insurance certificate proving that it is sufficiently insured for civil liability, product liability and business liability for the duration of the contractual relationship, and this for a minimum amount stipulated in the special conditions of the order.

 

FORCE MAJEURE

33. The parties are not liable for non-compliance with the terms and conditions of the order if this non-compliance is due to force majeure. Force majeure is understood to mean any event that is independent of the will of the party confronted with it, that could not have been foreseen at the time of the conclusion of the contract and of which the consequences cannot be foreseen. A case of force majeure means that the fulfillment of all or part of the obligations is temporarily or permanently impossible. Force majeure does not include events that only make the fulfilment of obligations more difficult or costly.

34. In particular, strikes, lock-outs or any other social, financial, technical or industrial barrier, hardware and/or software failures and/or defects, or, insofar as they relate to orders, any inconvenience detrimental to the parties, their suppliers and their subcontractors, shall not constitute force majeure.

35. The party affected by force majeure shall inform the other party thereof within 3 (three) calendar days after it has become aware of the force majeure or could reasonably have become aware of it. In that case, the case of force majeure must be described in detail and all information must be provided to the other party that enables it to estimate its precise consequences for the fulfilment of its own obligations (timely and accurately). The party invoking force majeure must inform the other party in writing within the same period mentioned above of the time when the force majeure ceases to exist.

36. In the event of non-compliance with the conditions laid down in Article 39 of these conditions, the right of the party concerned to invoke force majeure shall lapse. The obligations of the party that validly invokes force majeure are suspended as long as their fulfillment is made impossible by force majeure. Nevertheless, the same party must rectify the situation as far as possible with the necessary vigour.

37. However, the occurrence of a case of force majeure shall not release the party relying on it from its liability on the ground of fault or negligence or of the failure to remedy the situation, eliminate the cause or to limit it in a reasonable and sufficient manner, nor from the resulting damage.

38. Force majeure cannot give rise to any claim for damages. CMHT BV  is only obliged to pay for orders that the supplier has delivered before the event of force majeure and that fully comply with what CMHT BV has ordered, and that sufficiently meet the quality that can be expected from these orders. Any advance that  CMHT BV may have paid to the supplier before delivery will  be refunded  to CMHT BV immediately and in full by the supplier in the event of force majeure.

 

CONSEQUENCES OF NON-COMPLIANCE WITH OBLIGATIONS

39. CMHT BV reserves the right to  terminate the order in writing in whole or in part within 15 (fifteen) calendar days after a notice of default that has not been acted upon (within this period), without prejudice to its right to claim compensation and/or, if applicable, to claim full compensation.

40. The order will be dissolved by operation of law, without prior notice of default and without prejudice to CMHT BV's right to full compensation, if (i) the supplier is insolvent, (ii) files for  bankruptcy and/or declares itself bankrupt, (iii) is declared bankrupt, (iv) is settled voluntarily or judicially, has applied for suspension of payment or is unable to execute the order,  or if there is a case of force majeure that causes the execution of the order to be delayed by more than six weeks.

 

CONTRACTUAL COMPENSATION

41. The parties agree that their mutual debts and claims arising from the order are related and will be settled by operation of law, without prior notice of default or court decision, in particular in the event of the insolvency of one of the parties, regardless of the origin of those debts or claims and regardless of the date on which they became due, their destination or the currency in which they are denoted. The insolvency situation shall mean the bankruptcy application, bankruptcy, judicial settlement, collective debt settlement agreement or any other judial, administrative or voluntary, national or foreign collective proceedings, including the monetisation of assets and the distribution of the proceeds of such monetising among creditors.

42. The amounts, penalty clauses and damages owed by the defaulting party under these general terms and conditions of purchase will be settled immediately, by operation of law and without notice of default, against all amounts owed by the injured party to the defaulting party pursuant to the order and/or another order. Where appropriate, advances, amounts or advances already paid by the injured party shall be reimbursed to him to the same extent.

 

PRIVACY

43. All information, data, business secrets, know-how and all personal data relating to the attitude, behaviour, competitive position, economic, financial, industrial, legal, strategic or commercial position, strategy or vision of CMHT BV and  provided by the latter to the supplier - regardless of the manner or medium - are and remain confidential for a period of five years after the end of the contract between CMHT BV and the supplier. The supplier is not entitled to disclose this information in whole or in part, directly or indirectly, in any way whatsoever, to third parties without the prior written consent of CMHT BV. If the supplier violates this provision, CMHT BV expressly reserves the  right to recover any compensation in the broadest sense of the word from the supplier concerned.

 

 

 

LEGAL CONFLICT

44. In the event of a dispute, only the courts of the judicial district where our company has its registered office are competent and in all cases only Belgian law applies.

 

 

CORPORATE SOCIAL RESPONSIBILITY

45. Working conditions:

Without prejudice to Supplier's formal warranties, representations and undertakings below, Supplier represents and warrants that it will comply at all times with the SA8000 corporate social responsibility standard, namely: 1. no child labour, 2. no forced labour, 3. 4. Freedom of association and the right to collective bargaining, 5. No unjustified discrimination, 6. No corporal punishment, mental or physical coercion or verbal abuse, 7. Compliance with statutory working hours and 8. No discrimination based on racial or ethnic origin. Ensure fair pay for its employees. (This standard is available at: http:www.sa-intl.org).

In the event of non-compliance with the aforementioned standard, CMHT BV reserves the  full right to terminate the order without owing any costs, compensation and/or compensation to the supplier.