Skip to main content

1.    INTERPRETATION

1.1. In these Conditions the following words shall have the following meanings:

  • Conditions: the standard terms and Conditions of purchase set out in this document.
  • Contract: the Order, including the Conditions, and – as the case may be – the Supply Agreement.
  • Supply Agreement: any special terms and conditions explicitly agreed in writing between the Buyer and the Supplier related to the supply of Goods.
  • Goods: any goods, products, materials, works or services agreed in the Contract to be purchased by the Buyer from the Supplier (including any part or parts of the Goods).
  • Buyer: the relevant Reynaers Group Company that has issued an Order signed by its authorized representative.
  • Order: the Buyer’s written purchase order for the supply of Goods, incorporating these Conditions.
  • Supplier: the person, entity or company to whom the Order is addressed.
  • Affiliate:any other entity directly or indirectly controlled by the Buyer, under the same direct or indirect ownership or control as the Buyer or directly or indirectly controlling the Buyer. Control shall mean the direct or indirect ownership of fifty (50) percent or more of the shares or interests, which entitle to vote for the directors on an entity or equivalent, for as long as such entitlement subsists, or which mean equivalent power over the management of an entity.
  • Reynaers Group Company: Reynaers Aluminium NV or any of its Affiliates.

2. APPLICATION OF CONDITIONS

2.1.    The purchase and supply of Goods shall be exclusively governed by the terms and conditions stated in the Contract.
2.2.    These Conditions shall cancel and supersede any earlier version or edition of conditions of purchase of the Buyer.
2.3.    Any and all terms and conditions of Supplier are expressly excluded, whether referred to in Supplier’s tender or Supplier’s acceptance of the Order
2.4.    or elsewhere (such as posted on any website).
2.5.    The execution of the Contract or the commencement thereof proves Supplier’s acceptance of the application of the terms and conditions of the
2.6.    Contract without any reservation, including these Conditions.
2.7.    In case a Supply Agreement will be concluded and to the extent the content thereof deviates from the content of the Conditions, then the content of
2.8.    the Supply Agreement will prevail.
2.9.    In case of deviations between the Dutch, French and English version of the Conditions, the English version will prevail.
2.10.    No variation to the Order or these Conditions shall be binding on the Buyer unless agreed in writing and signed by a duly authorized representative of the Buyer.

3.    ORDERS AND CHANGE OF THE ORDER

3.1.    Only Orders placed by the Buyer in writing shall be binding on the Buyer.
3.2.    All Orders and modifications of Orders shall be in writing. No oral agreement shall apply unless confirmed in writing.
3.3.    Supplier’s tender shall be binding for the Supplier only. It must be definite, detailed and complete and must contain everything which is required for the full supply of the Goods. The tender is free of charge for the Buyer.
3.4.    The Order number and date shall be given by the Supplier on all delivery advices and notes, invoices, correspondence and packaging relating to the Order. The Buyer reserves the right to withhold payment where such information is not given.
3.5.    By providing Supplier a written notice no later than 5 working before the delivery, Buyer may at any time amend or change the Order or cancel the Order. If such order amendment would result in a significant change in delivery date, Supplier must notify Buyer in writing thereof without delay, calculating the new delivery date maintaining the same level of cost and profitability as the original price. The Order amendment shall take effect, if Buyer accepts in writing the new delivery date within forty eight (48) hours from Supplier’s notification. The amended Order is subject to these Conditions.

4.    PRICE, INVOICING AND PAYMENT

4.1.    The price of the Goods shall be as stated in the Order and, unless otherwise agreed in writing by the Buyer, shall be exclusive of value added tax but inclusive of all other charges.
4.2.    No variation in the price or extra charges will be accepted by the Buyer.
4.3.    The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier.
4.4.    Payment shall be made at the Buyer’s discretion within (a) 60 days at the end of month following the date set forth in section 4.5 below or (b) 14 days following the date set forth in section 4.5 below against a 3% discount.
4.5.    The payment period shall commence from the later of (a) delivery in full of the Goods in conformity with the Contract, or (b) receipt by the Buyer of an undisputed and valid invoice. The payment period shall not commence unless the Supplier has met all accounting and delivery requirements.
Failure to meet such requirements shall extend the payment period by the duration of any resultant additional processing work. In the event of defective performance, the Buyer may refuse payment until such time as due performance has been rendered.
4.6.    Unless otherwise agreed, payment shall be made to the Supplier in Euros.
4.7.    In accordance with section 3.4, the Supplier shall show on its invoice all the information necessary to identify the Order. Unless otherwise stipulated, the Supplier shall not combine several Orders on one invoice.
4.8.    The Supplier shall not effect an assignment to a person for the purposes of (or which has the effect of) factoring any or the entire Buyer’s invoices hereunder, without the prior written consent of the Buyer.
4.9.    Payment shall not be construed as indicating acceptance of any prices or conditions. The date of payment shall have no influence on the Supplier’s guarantee obligations or the Buyer’s rights or remedies relating to the conformity of the Goods as set out in these Conditions.
4.10.    Without prejudice to any other right or remedy the Buyer might have under the Contract or by law, the Buyer reserves the right to set off any amount owing from the Supplier to the Buyer or claimed from the Supplier by the Buyer against any amount payable by the Buyer to the Supplier under the Contract or otherwise.
4.11.    Delay interest because of late payment may only be charged after the Buyer has been formally notified by the Supplier. In this event, the lower of the following interest rates shall be owed: either the 3-month interbank rate (BIBOR or euro-interest-rate applying on the date of the formal notice), or the legal interest rate applying on the date of the formal notice. The same rates shall apply if judicial interests are awarded.

5.    VALUE ADDED TAX REGISTRATION

5.1.    Buyer and Supplier are obliged to communicate the correct Valued Added Tax registration number, as well to inform immediately the other party of any changes thereof.

6.    DELIVERY AND PERFORMANCE

6.1.    The terms of delivery and execution must be applied strictly. Unless otherwise agreed in writing, the Goods shall be delivered duty paid, to the place of delivery specified by the Buyer. The Supplier shall off-load the Goods as directed by the Buyer. The date for delivery of the Goods shall be specified in the Order, or if no such date is specified delivery shall take place within 21 days of the Order date. The delivery date is the date of receipt of the Goods at the Buyer’s premises or his designated delivery address.
6.2.    The Supplier acknowledges that the time for delivery of the Goods is critical and essential and that failure by the Supplier to observe the delivery time will cause substantial harm to the Buyer.
6.3.    The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows, inter alia, number of packages and contents and, in the case of partial delivery, the outstanding balance remaining to be delivered.
6.4.    Unless otherwise stipulated by the Buyer in the Order, deliveries of the Goods shall be accepted by the Buyer only during normal business hours (from 7 am to 6 pm, except on Fridays to 4.30 pm).
6.5.    Immediately when the Supplier becomes aware that he cannot fulfill all or part of his contractual obligations by the agreed date, he shall immediately notify the Buyer thereof in writing stating the reasons for and probable duration of the delay. The Supplier cannot have recourse to any hindrance of which he has not notified the Buyer.
6.6.    In each case, if the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer reserves the right to:
6.6.1.    cancel the Contract in whole or in part;
6.6.2.    refuse at no cost whatsoever for the Buyer to accept any subsequent delivery of the Goods which the Supplier attempts to make
6.6.3.    recover from the Supplier any expenditure reasonably incurred by the Buyer in obtaining the Goods in substitution from another supplier whereas the Supplier shall compensate the Buyer the difference between the price in the Contract and the price of the goods acquired from elsewhere
6.6.4.    suspend all payments to the Supplier, and/or
6.6.5.    claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to deliver the Goods on the due date. Other than due to Force Majeure referred to in section 15 or reason on part of the Buyer, the Supplier shall on demand pay to the Buyer liquidated damages in the amount of two (2) per cent of the value of the Order for each beginning week of delay. The Buyer shall be entitled to deduct the sum of liquidated damages from the Supplier’s invoice. In addition to the liquidated damages, the Buyer shall be entitledto full compensation for damages incurred due to the delay as well as other rights and/or remedies available under the applicable law. Moreover, the Supplier shall compensate the Buyer for any additional damages which can be proved by the Buyer and which are due to failure to meet the agreed delivery dates (such as: loss of production, loss of profits, loss of contracts and any other consequential damages or moral prejudice).
6.7.    The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
6.8.    Where the Buyer agrees to accept delivery of the Goods by installments the Contract will be construed as a single contract in respect of each installment. The failure by the Supplier to deliver any one installment shall entitle the Buyer at its option to treat the whole Contract as repudiated.
6.9.    If the Goods are delivered to the Buyer in excess of the quantities ordered, the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
6.10.    Subject to section 7.7 below, the Buyer shall be entitled to reject any Goods which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect the Goods following delivery or performance or, if later, within a reasonable time after any defect in the Goods has become apparent. The Buyer reserves the right to reject any non-conforming Goods and to return these Goods, at the risk and cost of the Supplier.
6.11.    The Supplier shall give the Buyer prior written notice of:
6.11.1.    any delivery of the Goods or items accompanying the Goods having toxic or other hazards to the safety or health of persons or property and the Seller shall provide full details of such hazards and of all precautions which should be taken by the Buyer in respect of the delivery, storage, handling,installation and use of the Goods or items and provide the Buyer with all information relating to the properties of the Goods or items to enable the Buyer to comply with all relevant legislation relating to the Goods or items and/or such hazards
6.11.2.    any delivery of Goods which are perishable or of limited lifespan and of any circumstances which may adversely affect the lifespan of such Goods.
6.12.    Where the Supplier performs services on the Buyer’s premises, the Supplier shall, and shall procure that its personnel comply with the Buyer’s safety and security regulations and shall not, without the prior written consent of the Buyer, use any of the Buyer’s facilities, tools, apparatus or equipment. Where such consent is given by the Buyer, the Supplier must satisfy itself as to the fitness and suitability of such facilities, tools, apparatus and equipment and shall assume all liability arising out of their use.
6.13.    The Supplier shall not subcontract any Contract, or any part thereof, without the Buyer’s prior written agreement.

7.    GUARANTEE AND INSPECTION

7.1.    The Supplier guarantees that the Goods shall be of the best available design, quality, material and workmanship and performed to the highest standards, free from all visible and hidden defects and in conformity with the Contract and specification supplied or agreed to by the Buyer, with all statutory requirements and regulations relating to the Goods and with the normal requirements of usefulness, reliability and life span.
7.2.    The Buyer’s rights under these Conditions are in addition to any right or remedy Buyer might have by law.
7.3.    The Supplier shall maintain quality, specification control, testing and inspection procedures to enable the Supplier to consistently comply with its obligations under the Contract. Buyer shall not be obliged to conduct immediate examinations upon delivery or the Buyer may reduce its incoming inspection procedures. At the request of the Buyer, the Supplier will supply the Buyer with full details of said testing and inspection procedures and in any event immediately following any change in such procedures. The Supplier agrees to maintain authenticated inspection and test results for a period of ten (10) years after the expiration of the Contract. Upon request, the Supplier shall identify in writing the country of origin of the Goods.
7.4.    At any time prior to the delivery of the Goods, the Buyer shall have the right to inspect and test the Goods and the procedures referred to in section
7.5.    Subject to Buyer’s reasonable prior request, Supplier shall permit Buyer to enter Supplier’s and its sub-suppliers’ premises to ensure compliance with the Contract.
7.6.    If the Buyer is of the opinion that the Goods do not conform or are unlikely to conform with the Contract or to any specification supplied or agreed to by the Buyer or that the procedures are insufficient or inappropriate to ensure consistent conformity with the Contract, the Buyer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure such conformity. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and procedures and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.
7.7.    Any defects which are not apparent due to the type of packaging or are not detected during random checking shall be considered hidden defects. As regards apparent defects, the notification period shall be 15 workdays after receipt of the goods at Buyer, in case of hidden defects within a period of 6 months after their detection by the Buyer.
7.8.    The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, handling and supply of the Goods, including, without limited thereto, safety requirements, occupational safety regulations, accident prevention regulations and environmental requirements.
7.9.    The Goods shall be marked in accordance with the Buyer’s instructions and properly packed and secured so as to reach their destination in an undamaged condition.
7.10.    If any of the Goods fail to comply with the provisions set out in this section 7 the Buyer shall be entitled to avail itself of any one or more of the remedies listed in sections 6 and/or 8, without prejudice to any other right or remedy the Buyer may have. In case of urgency, the Buyer is also authorized to repair the Goods at the Supplier’s cost and risk without prior notification or setting a deadline, and in spite of the Supplier’s further
guarantee.
7.11.    If the Goods are to be accepted by the Buyer, this acceptance is subject to all guarantee claims and below remedies, even if the Buyer does not expressly reserve the right to make guarantee claims due to defects known at the date of acceptance.

8.    REMEDIES

8.1.    Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied or performed in accordance with, or the Supplier fails to comply with, any of the terms of the Contract, the Buyer shall be entitled to any one or more of the following remedies at its discretion, whether or not any part of the Goods has been accepted by the Buyer:
8.1.1.    to rescind the Order;
8.1.2.    to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid immediately by the Supplier;
8.1.3.    at the Buyer’s option to allow the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
8.1.4.    to refuse to accept any further deliveries of the Goods but without any liability of the Buyer to the Supplier;
8.1.5.    to carry or have carried out at the Supplier’s expense any work necessary to make the Goods comply with the Contract;
8.1.6.    to claim such damages as may have been sustained in consequence of the Supplier’s breaches of the Contract; and
8.1.7.    to terminate the Contract, without prejudice to any other right or remedy the Buyer might have under this Contract or law.
8.2.    In case of any defective or non-conforming Goods being replaced wholly or partially in accordance with the above, sections 7, 8 and 9 shall apply in full as to replacement Goods. Such defective and non-conforming Goods shall remain the property of the Buyer until replaced, whereupon property passes to the Supplier.
8.3.    Without prejudice to any other right or remedy of the Buyer, where under the terms of any warranty or guarantee given by the Buyer on the resale of the Goods or on the sale of any goods in which the Goods are comprised, or by operation of law, the Buyer is responsible for the repair, recall or replacement of the Goods, the Supplier shall, if requested by the Buyer, repair, recall or replace the Goods (as directed by the Supplier) and/or reimburse or pay to the Buyer all direct, indirect and consequential damages, losses, costs and expenses (including transport and labor costs) incurred by the Buyer in satisfying the claim under the warranty or guarantee or any product recall obligation.

9.    INDEMNITY AND INSURANCE

9.1.    The Supplier shall indemnify the Buyer against all producer liability claims and all direct and indirect damage claims under the “Wet van 25 februari 1991 betreffende de aansprakelijkheid voor produkten met gebreken” (Product Liability Act of February 25, 1991) insofar as the damage is attributable to the Supplier or any sub-supplier or their products.
9.2.    The Supplier shall keep the Buyer indemnified against all direct, indirect and consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
9.2.1.    defective Goods including without limitation, defective workmanship, quality or materials
9.2.2.    any infringement or alleged infringement of any intellectual property rights caused by the possession, use, manufacture or supply of the Goods
9.2.3.    any claim made against the Buyer in respect of any liability, loss, damage, injury, cost or expense sustained by the Buyer’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods.
9.3.    The Supplier’s guarantee and liability cover also all subcontracted Goods.
9.4.    The Supplier shall insure its liability under the Contract with a reputable insurance company and at the request of the Buyer shall produce to the Buyer full details of such insurance and evidence of its renewal. For the avoidance of doubt, the Supplier’s liability under the Contract shall not be limited by his insurance obligation, nor by the cover provided by that insurance.

10.    RISK AND OWNERSHIP

10.1.    The Goods shall remain at the risk of the Supplier until delivery to the Buyer is complete (including off-loading and stacking) when ownership of the Goods shall pass to the Buyer.
10.2.    Any clause which postpones the transfer of ownership or entails any reservation regarding this transfer cannot be raised against the Buyer. The unilateral inclusion of a reservation of title clause in the general terms or any other document of the Supplier is not opposable to the Buyer, and may be opposed to it only after securing Buyer’s written consent.

11.    CODE OF CONDUCT (FORM 342)

11.1.    The Supplier represents and warrants that it is not engaged in and will not engage in any unfair, unsafe or unhealthy labor practices such as the employment of child, uncompensated labor, discrimination based on race, gender, nationality, religion or other similar employment conditions.
Furthermore, the Supplier represents and warrants that it will follow the highest ethical standards and integrity whilst conducting business with the Buyer and is in compliance with and will continue to comply with all applicable laws, regulations and standards, including but not limited to those related to employment, health, safety and environment.

12.    CONFIDENTIALITY

12.1.    The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which have been disclosed to the Supplier by the Buyer or its agents, or which are created by the Supplier in performing the Order and any other confidential information concerning the Buyer’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to the Buyer and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier. At the request of the Buyer, the Supplier shall immediately return all written information and any produced document or plan, including all copies.
12.2.    The Supplier shall not refer to his business relationship with the Buyer in informational or promotional material without the Buyer’s prior written consent.

13.    BUYER’S PROPERTY

13.1.    Materials, samples, equipment, tools, dies, moulds, drawings, artwork, photographs, other documents and copyright, design rights and all other intellectual property rights in drawings, specifications and data supplied by the Buyer to the Supplier shall be used by the Supplier only for the manufacture of the Goods for supply to the Buyer. Such items shall remain the exclusive property of the Buyer but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Buyer and shall not be disposed of other than in accordance with the Buyer’s written instructions, nor shall such items be used otherwise than as authorized by the Buyer in writing.
13.2.    Any copyrights, design rights or other intellectual property rights created by the Supplier in performing the Order shall belong to the Buyer absolutely and shall be used for the purpose only of performing the Order and no other purpose without the prior written consent of the Buyer. At the Buyer’s request and expense the Supplier shall sign such documents as the Buyer may require perfecting the Buyer’s title to such intellectual property rights.
13.3.    The property in any moulds, models, tooling and artwork produced by the Supplier in the execution of any order shall, regardless of their physical location, pass upon payment to the Buyer. The Supplier shall surrender such property on demand.

14.    TERMINATION OF THE CONTRACT

14.1.    The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and the Buyer shall pay to the Supplier fair and reasonable compensation for work-inprogress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
14.2.    The Buyer shall have the right at any time by giving written notice to the Supplier to terminate the Contract immediately if:
14.2.1.    the Supplier commits a breach of any of the terms or conditions of the Contract
14.2.2.    any distress, execution or other process is levied upon any of the assets of the Supplier
14.2.3.    the Supplier enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effectiveresolution is passed for its winding up or if a petition is presented to court, or if a receiver and/or manager, administrative receiver or administrator is appointed in respect of the whole or any part of the Supplier’s undertaking or assets;
14.2.4.    the Supplier ceases or threatens to cease to carry on its business; or
14.2.5.    the financial position of the Supplier deteriorates to such an extent that in the opinion of the Buyer the capability of the Supplier adequately to fulfill its obligations under the Contract has been placed in jeopardy.
14.3.    Termination of the Contract for any reason shall be without prejudice to rights of the Buyer accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

15.    FORCE MAJEURE

15.1.    The Buyer reserves the right to defer the date of delivery of the Goods or payment or to cancel the Contract or reduce the volume of the Goods (or their extent if the Goods concern services) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Buyer including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

16.    GOVERNING LAW AND DISPUTES

16.1.    The Contract shall be governed by and construed in accordance with the laws of Belgium. The United Nations Treaty on International Sale Contracts involving Movable Property (Treaty of Vienna dated 11.04.1980) does not apply to these Conditions. Any dispute shall be finally settled under the courts of the judicial district of the city where the Buyer has registered place of business.

17.    GENERAL

17.1.    The Buyer may assign the Contract or any part of it to any Affiliate.
17.2.    Failure or delay by the Buyer in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
17.3.    Any waiver by the Buyer of any breach of, or any default under, any provision of the Contract by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
17.4.    If any of the stipulations from the present Conditions appear to be null and void, the remaining stipulations of these Conditions shall remain unimpaired. Parties shall in such case consult to replace the invalid stipulation which is most closely connected to the originally intended meaning of this stipulation.
17.5.    Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.