GENERAL TERMS AND CONDITIONS OF PURCHASE
1. GENERAL
1.1
These general terms and conditions of purchase govern the relations between
on the one hand
Sapa RC Profiles NV/SA and Remi Claeys Aluminium NV in Lichtervelde and
on the other hand its supplier, insofar the special terms and conditions of the
order(s) don't specify otherwise.
1.2
Acceptance of an order form implies acceptance of all terms and conditions of
the order (special terms and conditions, general terms and conditions, tender
specifications) and the waiving by the supplier of application of his terms and
conditions of sale, otherwise there is no agreement; referrals to price offers or
telephone agreements do not change this.
Within 5 days following the date of the order, the supplier needs to return the
signed order confirmation to Sapa RC Profiles for approval.
2. PRICE OFFER
2.1
Prices are fixed and not open to review, “VAT not included”, packaging,
transport and insurance included, delivery at the place of delivery specified on
the order form, DDP in accordance with Incoterms 2000.
The price comprises all payments for the use of intellectual property rights,
including those of third parties. The seller guarantees the unencumbered and
undisturbed use of the sold goods, including the software it supplies. It shall
indemnify Sapa RC Profiles or RCA against any claims from third parties in
connection with this and shall intervene and take the place of Sapa RC Profiles
or RCA, without it or any other third party having a right of recourse against
Sapa RC Profiles or RCA in any dispute that is brought before the court.
The costs of returning packaging that is the property of the supplier are payable
by him.
2.2
With the exception of the use of justified exceptions, only metric units are used.
3. SUPERVISION OF THE EXECUTION
Remi Claeys Aluminium NV or Sapa RC Profiles have free access to the supplier's
workshops to monitor the manufacture, the testing or the trading of the goods they
ordered. This supervision in no way whatsoever diminishes the supplier's full
responsibility.
4. DELIVERY
4.1
Subject to deviations agreed on the order form, the orders need to be
delivered in one shipment.
4.2
The delivered goods need to be identical to the description of the order and
the technical documentation concerning the goods which the supplier provided
to Sapa RC Profiles. If because of the packaging a different amount than
ordered needs to be delivered, Sapa RC Profiles' agreement needs to be
obtained beforehand. This also applies to any change or replacements of
goods that can no longer be supplied.
4.3
Subject to deviations specified on the order form, the goods to be supplied
need to have windproof/rainproof protection.
4.4
All the packages need to be individually marked with the delivery address and
the order number. If the packages of different orders are grouped in one
package all order numbers need to be specified again.
The costs resulting from delivery to the wrong address shall be charged to the
supplier.
4.5
The order number always needs to be specified on the waybills.
4.6
A copy of each order form needs to accompany the goods on delivery, visibly
attached or physically handed over. A delivery bill specifies the matching
order number. The signing of the delivery bill by a person appointed by Remi
Claeys Aluminium or Sapa RC Profiles is only valid as proof of receipt of the
number of packages and not as proof of acceptance of the quantities and
quality.
4.7
The goods need to be delivered to the location specified on the order form.
5
DELIVERY PERIOD – PENALTY CLAUSE IN CASE OF A DELAY
5.1
Delivery needs to be within the agreed delivery period.
5.2
Any delay in finalising the receipt of a delivery due to a missing order number
on the shipment forms or faulty identification of the delivered goods is payable
by the supplier.
5.3 In case of delays in deliveries,, a penalty clause will be applied of 1% of the
amount of the order, by operation of law and without requiring a notice of default,
for each started week of delay. This amount is limited to a maximum of 10% of the
amount of the order.
In case of a delay in excess of 4 weeks Sapa RC Profiles is entitled to declare the
order null and void without any cost being charged for this. The statutory cases of
force majeure are considered to be reasons to suspend the agreement if they
make the execution of the order impossible and in so far the supplier notified them
in writing to Sapa RC Profiles within 3 days. If the supplier repeatedly remains in
default due to late deliveries, Sapa RC Profiles, after giving notice of default to the
supplier shall not only take the necessary measures to ensure the company is able
to continue working in optimum conditions but will also be entitled to recover any
costs arising from this from the supplier.
6. INVOICING
6.1
With regard to invoicing only the amounts, weights and/or volumes accepted or
determined by Remi Claeys Aluminium or Sapa RC Profiles are valid.
6.2
The invoice needs to be drawn up in the currency of the order form.
For every invoice our object number needs to be specified on the order form.
6.3
The invoices are drawn up in 2 copies for internal suppliers, in 5 copies for the
foreign suppliers and need to be sent to Remi Claeys Aluminium or Sapa RC
Profiles, Lichtervelde branch.
7. PAYMENT
7.1
Invoices are payable 60 days end of the month + 10 days after a legally valid
delivery and receipt of the invoice by Sapa RC Profiles.
7.2
Sapa RC Profiles does not accept any shipments against payment on delivery or
other provisions against cash.
8. GUARANTEE AND DISPUTES
8.1
The supplier remains liable for any defective goods for a guarantee period of 12
months starting from the date of receipt.
8.2
Sapa RC Profiles reserves the right, until the end of the guarantee period after
giving a notice of default to the supplier, that is not responded to within 8 days, to
demand that the necessary repairs be made at the expense of the supplier and/or
to apply the agreed compensations applicable on not meeting the agreed results
and/or to refuse goods that do not meet the specified conditions. In the latter case
the supplier shall refund the value of the goods.
8.3
Any dispute that the execution of the order could give rise to is subjected to the
competent courts of the location of Sapa RC Profiles / Remi Claeys Aluminium'
registered office. These agreements and the disputes arising from them or related
to them are judged by Belgian law.
9. DRAWING AND DESCRIPTIONS
9.1
All drawings and technical records with regard to products or the production
made available by Sapa RC Profiles or RCA to the supplier before or after
reaching the agreement remain the property of Sapa RC Profiles or of RCA.
9.2
The drawings, technical records or other technical information received by the
supplier may not, without Sapa RC Profiles' consent, be used for any other
purpose than the mounting, commissioning, use or maintenance of the product.
This information may not be applied otherwise or photocopied, reproduced,
submitted or notified to a third party without Sapa RC Profiles' explicit
permission.
9.3
The supplier shall never, or of its own accord, and without Sapa RC Profiles' prior
consent make changes to the technical specifications of the products.
SAPA RC PROFILES nv/sa
REMI CLAEYS ALUMINIUM nv
D. Melkebeke
Director Administration
14/07/06