Purchase terms and conditions

PURCHASE TERMS AND CONDITIONS PGB-EUROPE

The following Terms and Conditions shall govern all purchase orders and purchasing contracts with our suppliers.

In these Terms and Conditions “PGB” shall mean: NV PGB EUROPE with registered address at 9090 Merelbeke-Melle, Gontrode Heirweg 318 and company number 0425.888.396 and any directly or indirectly owned or controlled subsidiary or affiliate company of PGB.

Article 1 : terms and conditions: general

Governing terms : PGB’s agreement to purchase the Material or Services is expressly conditioned upon Supplier’s acceptance of these Terms and Conditions and PGB hereby expressly rejects any terms and conditions set forth in Supplier’s invoice, acknowledgement, or other document which differ from these Terms and Conditions which are not expressly agreed to in writing by PGB. Supplier’s acceptance of the Terms and Conditions will be conclusively presumed by shipment of all or part of Material to PGB or commencement of performance of the Services

Definitions and Applicability:

In these general purchasing terms and conditions the terms listed below have the following meanings:

Supplier: the person or legal entity that enters into an Agreement with PGB;

Agreement: an agreement between Supplier and PGB providing for the delivery of Material or Services;

Material: the movable goods or collections of movable goods that the Supplier intends to deliver, is delivering or has delivered to PGB according to an Agreement;

Services: Services set out in the Purchase Agreement, Order or any statement of work agreed between parties

Article 2 : conclusion of an agreement and changes

An Agreement is established only if the offer from Supplier is accepted in writing by PGB. The relationship between PGB and Supplier is non-exclusive. PGB does not have any obligation to purchase Material or Services from Supplier.

PGB has the right to modify the Agreement up to thirty (30) working days before the delivery or execution of the Agreement. The Supplier should notify PGB in writing within five (5) working days of being informed of the change as to whether the change will result in a deviation from the agreed prices and rates and/or the agreed delivery periods. If a change causes a deviation in the agreed prices or rates and/or the agreed delivery periods, then the prices or rates and/or the delivery periods can only be modified with the prior written approval of PGB.

Article 3 : prices

The prices or rates stated in the Agreement are fixed, unless the Agreement stipulates otherwise, and shall be expressed in the agreed currency, exclusive of VAT,but include all (other) taxes, levies and costs.

Supplier may only increase the prices and/or rates with prior written approval of PGB.

Unless otherwise shown on the order, PGB shall pay the Supplier’s invoice within sixty (60) days from the date of receipt of the invoice.

Article 4 : delivery terms

Unless otherwise agreed in writing, the delivery of Material shall take place on a "delivery duty paid" (DDP) basis at the destination indicated by PGB according to the most recent Incoterms, in the manner and time as stipulated in the Agreement. Risk and entitlement to the Material will go from Supplier to PGB when delivered according to the applicable Incoterm.

If the parties have agreed that Supplier shall take responsibility for the assembly or installation of Material or Services, then (in deviation from that which is stipulated in the previous clause) the delivery shall initially only be deemed complete after the successful assembly or installation of the Material or Services at the destination given by PGB.

Delivery also includes the delivery of all auxiliary materials and related documentation such as, but not limited to certificates of quality, instructions, drawings, inspection and guarantees.

Partial delivery of Material of Services is only permitted where explicitly so stated in the Agreement and accepted in writing by PGB prior to the moment of the first delivery.

Supplier will be in default, without a notice from PGB being required, if an agreed term for delivery is exceeded. Supplier will immediately inform PGB in writing of any threat of late delivery. Without prejudice to the possible consequences and liability as consequence of this late delivery, PGB has the right to impose a penalty up to a maxium of 10% (10 percent) of the total value of the Agreement if Supplier does not deliver within the agreed delivery period.

If PGB wants to postpone the delivery date, Supplier shall on request of PGB secure the Material and take all reasonable measures to prevent a decline in quality until they are delivered to PGB. If payments have been made, the ownership of the Material shall pass to PGB. The Material associated risks remain with Supplier. Supplier shall store the Material separately and identifiable as the property of PGB.

Supplier is not entitled to suspend the delivery of Material of Services.

PGB becomes owner of the Material as soon as they are delivered and accepted by PGB at the agreed location.

Article 5: package

Supplier shall ensure that all Material is properly packaged in accordance with PGB’s rules and quality requirements, the Agreement and as required by law. Supplier is liable for damage caused by inadequate packaging. Supplier shall ensure that every delivery of the Material includes (i) a packing list upon which as a minimum is stated which Material and what quantity of Material are being delivered in the package, and (ii) a delivery note showing the corresponding order numbers

Supplier will take back any packaging material at PGB’s initial request. Return transportation of borrowed items of packaging shall be at Supplier’s own cost and risk and shall be to a destination as specified by Supplier.

Article 6 : payment

Supplier will invoice PGB the fees in accordance with the agreed payment schedule or, if there is no payment schedule, after completion of the relevant Services/ delivery of the relevant Material.

The payment term will be agreed between parties.

All payments by PGB to Supplier will only be made if PGB receives a valid invoice which must include the VAT registration number, PO number and account for payment.

PGB has the right to withhold payments, if and as long as Supplier fails to fulfil its obligations arising from the Agreement.

The payment of an invoice by PGB does not in any way entail a waiver of rights or an acceptance of Material of Services.

In the event of prepayment, PGB is entitled to demand security for the prepaid amount from Supplier in the form of a bank guarantee, which Supplier shall furnish at its own costs.

PGB is at all times authorized to set off claims of Supplier against PGB, with claims that PGB has against Supplier.

Article 7 : warranties, indemnities and liabilities

Supplier represents and warrants to PGB that the Material/Services will not include or give access to any unacceptable content which means that it is not in any way harmful to PGB or its systems, it contains not any open source (or similar) software and it is not offensive, blasphemous, obscene, defamatory or illegal nor breaches any applicable law.

Supplier guarantees that the Material meet the Agreement, following during the agreed warranty period, or for at least a period of 24 (twenty-four) months from the delivery date of the Material. The warranty furthermore entails at a minimum:

that the Material is suitable for the purpose for which they were ordered;
that the Material is new, of a good quality and free of faults as far as design, treatment, manufacture, construction and dimensions are concerned, as well as being free of faults in the components and/or materials used;
that the Material has been manufactured according to the most recent state of the techniques used;
that the Material is compliant with the Agreement and meet the legal requirements and other governmental regulations, inter alia, but not limited to, quality, health, safety, environment, working conditions and advertising;
that the Material shall be manufactured and delivered following procedures that comply with the ISO-standards.
that the Material is free from any third party liens and encumbrances;
that the Material is complete and ready for use and that all tools required for proper functioning are included, even if not explicitly mentioned.

Inspection, checking and testing of the Material by PGB for such purpose can take place prior to, during or within a reasonable length of time after the delivery of Products.

For the purpose of carrying out the inspection, check or test described in the previous paragraph, Supplier shall give PGB access to the place(s) where the Material is produced or is being stored. Supplier shall cooperate with the inspections, checks or tests desired by PGB and shall bear all costs associated with such inspection.

If the Material is rejected, Supplier shall as quickly as possible at his own cost and own risk, and to PGB’s discretion:

deliver the missing (parts of the) Material to PGB
replace the Material delivered to PGB

In urgent cases, or when PGB may reasonably assume that Supplier is unable to ensure that the option selected by PGB on grounds of the previous paragraph is carried out, or unable to ensure that this is done in time or in a suitable manner, PGB retains the right to carry this out by third parties and Supplier shall bear the costs.

Faulty (parts of) Material may be sent back to Supplier after he has been informed about this, at Supplier's cost and risk. Alternately PGB may remedy defects in Services performed and Supplier shall reimburse PGB for such costs.

In the case of replaced or repaired Material, a new warranty period starts at the moment start at that moment that these Material is are delivered to PGB.

Supplier cannot derive any right from the results of an inspection, check or test of Material, or the omission thereof by PGB.

An inspection, check or test of Material by PGB does not absolve Supplier of any obligation or liability under the Agreement.

Supplier shall be liable for all damages suffered by PGB and/or third parties as result of a failure on the part of Supplier to fulfil its obligations under the Agreement, a fault in or a lack of the Material or the Services delivered by Supplier, his employees or third parties engaged by Supplier.

Supplier shall compensate PGB and/or any third party fully for all damages (including legal and extrajudicial costs) that have been suffered in consequence of any such event Supplier is liable for according to the previous clause.

Other than in cases of damage caused due to intent or by gross negligence on the part of PGB's executive employees, PGB is not liable for any damage suffered by Supplier.

Without prejudice to art. 8 and 9, Supplier indemnifies PGB from all claims by third parties against PGB resulting from or related to the execution of this Agreement by Supplier, also including claims on grounds of product liability, and shall recompense PGB for all costs and damages incurred in relation to this. Supplier shall be suitably insured against the liabilities described in this article for a minimum of 2,500,000 EUR (two million five hundred thousand Euros) per event and shall provide PGB with the relevant policy documents and proofs of premium payments, if so requested by PGB.

Article 8 : intellectual property

PGB is entitled to all documents, drawings, specifications, calculations and other information carriers with respect to the performance of the activities of Supplier under the Agreement. PGB will be solely entitled to all intellectual property rights (including patents) created during the performance of the obligations under the Agreement. In case the intellectual property rights are with both Supplier and PGB, Supplier will assure and guarantee that PGB has a full license to use these without any conditions for an indefinite period of time.

Article 9 : modern slavery

Supplier agrees with PGB that it shall, and that it shall procure that its personnel and any other person who performs services and/or supplies Material within Supplier’s supply chain for Supplier in relation to this Agreement shall: (i) comply with all applicable law relating to slavery and human trafficking (hereinafter: “Anti-Slavery Requirements”) including the Modern Slavery Act 2015; (ii) not take or knowingly permit any action to be taken that would or might cause or lead PGB to be in violation of any Anti-Slavery Requirements; and (iii) at PGB’s request and cost, provide PGB with any reasonable assistance to enable it to perform any activity required by any regulatory body for the purpose of complying with Anti-Slavery Requirements.

Supplier represents, warrants and undertakes to PGB that neither it nor any other person in its supply chain uses trafficked, bonded, child or forced labour or has attempted to use trafficked, bonded, child or forced labour within its supply chain.

The Supplier agrees that in addition to PGB’s termination rights set out elsewhere in this Agreement, Buyer may (without prejudice to any other right available to it) immediately terminate this Agreement in the event of any breach of this article by Supplier in which case Supplier shall not be entitled to any compensation or to any further payments or remuneration.

PGB shall not be required to make any payment to Supplier that might otherwise be due from PGB in respect of this Agreement if Supplier has breached this article.

The Supplier shall indemnify PGB from and against any and all liabilities suffered or incurred by PGB or for which PGB may become liable arising out of or in connection with any breach of this article whether or not this Agreement has been terminated.

Article 10 : cartel infringement

The Supplier undertakes to offer only prices and conditions that are not subject to any cartel. Irrespective of this, it undertakes to comply with all provisions of cartel law. If the Supplier has agreed sales prices or other conditions with a third party with regard to products delivered to PGB or has made arrangements with the third party in this respect or agreed on territorial and customer divisions, the Supplier undertakes to pay PGB liquidated damages in the amount of 15% of the order total of the Material delivered to PGB in the period concerned, unless damages in a different amount are proven. The claim for damages shall not accrue if the Supplier’s conduct is permissible under the law of the European Union.

Article 11 : reach

Supplier is obliged to inform PGB of any deliveries containing Material which contain substances of very high concern in accordance with the current candidate list (SVHC) defined by REACH (EC 1907/2006) above a threshold of 0.1% (w/w).

Article 12 : default, force majeure

The Supplier shall notify PGB of delays immediately after the become known, statin the reasons and the expected duration of the delay. Costly special measures to meet the required dates, which are always at the Supplier’s expense, must also be notified. If the delivery time is delayed for reasons for which the Supplier is responsible, PGB shall be entitled to claim damages from the Supplier as of the occurrence of the delay.

In the event of force majeure on the part of one of the parties, the fulfillment of the Agreement shall be suspended for the duration of the force majeure period, without any of the parties being liable for compensation as regards the other party. If the situation of force majeure should last longer than 10 days, the other party shall have the right to terminate the Agreement with immediate effect and without court intervention by giving notice in writing, without any right to damages arising. Force majeure on the part of the Supplier shall in no event be understood to mean: staff shortage, strikes, non-performance by any third party engaged by the Supplier, transport problems on the part of the Supplier or any third parties engaged by the Supplier, failure of equipment, liquidity and/or solvency problems at the Supplier or government measures affecting the Supplier.

Article 13 : confidentiality

The Agreement and all data and other information obtained by Supplier from PGB in connection with this Agreement shall be held in strict confidence by Supplier and used solely for the purposes intended in connection with the Agreement. All personal data received by Supplier from PGB shall be processed in accordance with the applicable data protection laws, including the General Data Protection Regulation.

Upon termination or expiration of the Agreement, Supplier will, within a reasonable period of time thereafter, return or destroy all information received from PGB, and copies made thereof by the Supplier.

Article 14 : termination

PGB has the right to terminate, suspend, withdraw or dissolve an Agreement with immediate effect or (partially) cease fulfilling its obligations without being liable for any form of compensation by giving written notice to Supplier in each of the following cases:

if Supplier is in default or remains in default of his obligations on grounds of this Agreement for longer than 7 (seven) calendar days despite a written notice;
if Supplier becomes subject of any proceedings or appointment under any bankruptcy, insolvency, receivership, liquidation or similar law or rule;
or whoever stood warranty or offered surety for his obligations goes into liquidation, ceases trading, takes a decision to liquidate or cease trading, is declared bankrupt or has been allowed a suspension of payments;
in the event a change of control or ownership of Supplier of more than 50%.

Notwithstanding the provisions of this article, PGB shall be entitled to, partially or entirely, terminate this Agreement at any time, without cause, and without judicial intervention, by giving sixty (60) days’ notice in writing to Supplier, without any further liablity hereunder to Supplier than to pay for the Material ordered by PGB prior to the expiration of said notice period.

Article 15 : applicable law and jurisdiction

This Agreement, including the Terms and Conditions, shall be construed in accordance with the laws of Belgium, without application of its conflict of law’s provisions. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded. Any dispute or claim arising out of this Agreement shall be exclusively submitted to the competent court at Ghent, Department Ghent, Belgium