General conditions of purchase

1. Applicability

1.1. The legal relationship between the Buyer and the Seller is governed exclusively by these General Conditions of Purchase. Any tacit deviation therefrom is expressly excluded. Deviation from these General Conditions of Purchase is only possible if and to the extent agreed in writing between the Buyer and the Seller.

1.2. The application of other terms and conditions, including general terms and conditions of sale of the Seller, is expressly excluded.

2. Definitions

In these General Conditions of Purchase, the terms used below shall have the following meanings:

Buyer: the company named in the header of the order;
Seller: the natural or legal person from whom the Buyer purchases the Goods or Services;
Agreement: any legal relationship between the Buyer and the Seller to which these General Conditions of Purchase apply;
Goods: all items, whether movable or immovable, tangible or intangible, which Buyer purchases from Seller;
Services: the services provided by the Seller to the Buyer in return for payment, whether intellectual performance or the performance of works. Included in the Services are all documents, works, creations resulting from the Services for the benefit of the Buyer.

3. Conclusion and dissolution of the agreement

3.1. Requests for quotations do not bind the Buyer and are only an invitation to the Seller to submit a quotation. The Seller will always transmit its offers to the Buyer on a written medium.

3.2. An Agreement shall only come into existence when the Buyer has accepted the Seller’s quotation in writing. If the Buyer makes written amendments to the quotation, the Agreement shall come into effect when the Seller accepts these amendments in writing, or commences performance of the Agreement without reservation.

3.3. If the Buyer and the Seller conclude a framework agreement, the resulting partial agreements come into effect each time the Buyer places an order or assignment with the Seller within the scope of the frameworkagreement.
3.4. Without prejudice to the Buyer’s right to claim damages, the Buyer has the right to unilaterally terminate the Agreement, by written notice addressed to the Seller, if:

The Seller breaches an essential obligation of the Agreement;
Performance of an obligation under the Agreement on the part of the Seller becomes permanently or for an unreasonably long period of time impossible;
The Seller files for bankruptcy, is declared bankrupt or is granted a moratorium on payments;
decides and/or proceeds to shut down, liquidate, take over or any similar condition affecting Seller;
The Seller, or one of its appointees or a third party on its behalf, has apparently offered a personal benefit to a natural person who is part of the Buyer.

3.5. In each of the cases referred to in Article 3.4, the Seller shall be in default by operation of law, all claims which the Buyer may have or acquire against the Seller shall be immediately and fully due and payable, the Buyer may suspend any payment obligation towards the Seller and the Buyer may instruct third parties to carry out all or part of the Agreement at the Seller’s expense, all without the Buyer being liable for any compensation.

3.6. If the Agreement is terminated pursuant to Clause 3.4, the Seller shall repay any payments already made to it by the Buyer, plus statutory interest on the amount paid as of the day or days on which the Buyer made the payments to the Seller, with the exception of the work and/or deliveries properly and timely performed by the Seller. The latter may, if necessary, be retained by the Buyer subject to deduction of the amounts to be spent by the Buyer in transferring the Services to a third party.

4. Prices and payment

4.1. The price agreed between the Buyer and Seller is fixed. Agreed prices and rates shall, unless otherwise agreed, be in Euro, exclusive of VAT, and shall include all costs in connection with the performance of the Seller’s obligations, such as, but not limited to, the costs of transport, clearance, insurance and packaging. The Seller shall also specify in writing the applicable rate of VAT.

4.2. The Buyer shall pay the price for the Goods or Services within a period of thirty (30) days from the day of receipt of the Seller’s invoice which shall be sent digitally to facturen@life.be, indicating the number and references of the order form and/or call-off number on the framework contract and the correct date. Failing this, the Buyer shall not be bound to pay the invoice within the time limits specified above. Subject to section 4.4.

4.3. Negligence interest and possible penalties will only take effect from receipt of a registered letter from the Seller.

4.4. Under no circumstances shall the Seller be entitled to send the invoice before the Goods or Services, including all accompanying documents and parts, have been delivered to the Buyer. The parties may always agree that the full amount shall be paid in installments. In such case, a separate invoice shall be sent for each installment, which shall be paid in accordance with Clause 4.2.

4.5. Payment by the Buyer in no way implies a waiver of rights. Payment of the invoice does not imply that the Goods or Services delivered have been approved by Buyer or any third party appointed by Buyer.

4.6. Buyer shall be entitled to set off claims, on any account, of Seller against claims, on any account, that Buyer has against Seller or Seller’s affiliates.

5. Delivery

5.1. Delivery of the Goods or performance of the Services shall be made at the time and place agreed upon between Seller and Buyer. Deviation from this may only be made with the written consent of Buyer.

5.2. Unless otherwise agreed in writing, if the delivery date is exceeded, Seller shall automatically be liable to pay a penalty of 1% of the price of the Goods or Services for each working day that the delivery date is exceeded.

5.3. The Buyer shall be entitled to postpone delivery and shall not be obliged to accept partial delivery. The Seller shall in such case (i) keep the Goods properly packed at its expense and clearly mark that the Goods are intended for the Buyer, and/or (ii) perform the Services at a later time to be agreed.

5.4. For the purposes of this Article 5, delivery shall include the delivery of all associated tools and documentation.

6. Quality and warranty

6.1. The Seller warrants that the Goods or Services provided:

Are in accordance with the description, specifications, scope and requirements of the Agreement;
Are new, unless otherwise agreed in writing;
Are of good quality suitable for the purpose for which they are supplied;
Are free from all encumbrances, restrictions and claims of third parties, including restrictions that might arise from patents, copyrights or other intellectual property rights;
Are performed with competent and, to the extent necessary, certified appointees of the Seller;
Are performed according to the rules of the art and according to accepted industry standards;
Comply with all legal and regulatory provisions relating to, among other things, health, safety and the environment.

6.2. If the Goods or Services delivered do not meet the requirements of Clause 6.1, the Seller shall, at its cost and expense, (i) in the case of purchase of Goods, repair or replace the Goods at the Buyer’s option and at the Buyer’s first request, unless the Buyer wishes to terminate the Contract, or (ii) in the case of purchase of Services, reimburse the Buyer for all expenses incurred to pay for the replacement services.

6.3. The warranty period on the Goods, including any installation and/or assembly thereof, shall be at least two (2) years from the time of actual delivery, completion or commissioning. The expiry of the warranty period shall not affect the rights that Buyer may derive from the law and the Agreement. The agreed warranty during this period shall in any case entail that the Seller shall remedy any defect reported to the Seller in writing by the Buyer within the warranty period as soon as possible at its expense.

If the Seller has changed, repaired or replaced Goods or parts thereof pursuant to this obligation, a full warranty period shall apply to such Goods or parts, counting from the time the Buyer has approved the change, repair or replacement and without prejudice to any outstanding term regarding the Goods originally delivered by the Seller.

6.4. The Seller is liable for all damages, including all consequential damages, loss of profit, loss of opportunity and costs of legal assistance, suffered by the Buyer, its employees or third parties as a result of or in connection with failure of performance or breach of contract by Seller.

6.5. The Seller shall indemnify the Buyer, its personnel and third parties engaged by the Buyer for the performance of the Agreement against all claims, of whatever nature or on whatever account, of any other party.

6.6. The Seller is obliged to take out and maintain insurance against the liability referred to in this clause 6 and shall allow the Buyer inspection and copy of the relevant policy at the Buyer’s first request.

7. Ownership and risk

7.1. Ownership of the Goods shall pass from the Seller to the Buyer when they are delivered and, if applicable, assembled or installed in accordance with the Agreement.

7.2. Risk in the Goods shall pass from the Seller to the Buyer upon acceptance of the Goods after inspection by the Buyer.

8. Defects

8.1. Buyer shall have eight (8) days from delivery to notify Seller in writing of any non-conforming delivery and/or visible defects affecting the Goods or Services. Before the expiry of this period, the Goods shall be deemed not accepted.

8.2. Buyer shall have a period of two (2) months from discovery of the defect to notify Seller in writing of any hidden defects affecting the Goods or Services.

8.3. If Buyer notifies Seller of a defect as referred to in Articles 8.1 or 8.2, Seller shall have a period of five (5) working days to repair, re-execute or replace the defective Goods or Services. If Seller fails to fulfill this obligation or, in Buyer’s opinion, fails to do so with due diligence, Buyer shall be entitled to purchase similar Goods or Services from a third party or to have a third party repair or perform (part of) the Goods or Services. The resulting costs shall be borne by the defaulting Seller.

9. Confidentiality

The Seller shall keep confidential the existence, nature and contents of the Agreement and any preceding legal acts and legal relationships as well as all other information which it obtains or shall obtain, directly or indirectly, from or about the Buyer and which it may assume, or it knows or ought to know, is confidential, and shall not disclose anything related thereto without the Buyer’s prior express written consent. The Seller shall impose these obligations on any employees and/or third parties engaged by it in the performance of the Agreement and shall ensure that they also comply with these obligations.

10. Components

The Seller shall keep spare parts in stock for a reasonable period, taking into account the nature of the delivered Goods, even if it ceases to manufacture or import such Goods. The Seller shall always inform the Buyer in writing with the utmost urgency of its intention to cease importing spare parts or of its or its supplier’s intention to cease production.

11. Transfer

The Seller shall not assign or subcontract all or any part of its rights and obligations under the Agreement to any third party without the prior written consent of the Buyer. The Buyer shall be entitled to assign its rights and obligations under the Agreement to a third party without the prior consent of the Seller.

12. Final Provisions

12.1. The non-exercise by Buyer of any right or claim it has under the Contract, or the fact that Buyer would permit Seller to fail to perform its obligations under the Contract, shall under no circumstances be deemed a waiver by Buyer of that specific right or any other right it has under the Contract.

12.2. If any part, article of these General Conditions of Purchase is found to be invalid or unenforceable for any reason, the remaining parts, articles or clauses shall not be affected thereby and shall remain valid and enforceable.

13. Governing Law, Jurisdiction and Jurisdiction

13.1. The Agreement, as well as all possible legal relations resulting from it, shall be governed exclusively by Belgian law. Application of the Vienna Sales Convention 1980 (CISG) is expressly excluded.

13.2. Any dispute relating to the Agreement shall be settled exclusively and definitively by the Courts of the judicial district of Antwerp, Antwerp Division and the competent appellate authorities.