Purchase terms & conditions
1. Order and Order Confirmation
These Conditions of Purchase shall apply to all purchases of Powerdale NV/SA of tangible and/or intangible goods and/or services. They also shall apply to other agreements in which Powerdale NV/SA is involved as the customer, i.e., in contracts of undertaking, hire contracts or contracts for assembly and services. By accepting the order, the supplier acknowledges that it has read these Conditions of Purchase and that it accepts them without reservation.
2. Rights of Use
The supplier hereby grants to Powerdale NV/SA the following non-exclusive, transferable, worldwide and perpetual rights: (i) to use the deliveries and services, to integrate them into other products and to distribute them; (ii) to use or allow others to use software and its related documentation (collectively "Software") in connection with the installation, launch, testing and operation of the Software and the deliveries and services; (iii) to sublicense the right of use under section (ii) above to affiliates, to distributors and end customers; (iv) to use the Software for integration into other products and to copy the Software, or to allow Affiliates or distributors to use and copy the Software; (v) to distribute, sell, hire out, lease, make ready for download or make publicly available the Software.
3. Rescheduling, Delay
3.1 The supplier undertakes to supply the goods and services in accordance with the required time & place as set out in the order. Timely delivery is the date of receipt at indicated delivery place or date of acceptance in case installation and/or commissioning is required.
3.2 In the event of delay, the supplier will inform Powerdale NV/SA at least ten (10) days in advance. Delay may, without previous notice, impose liquidated damages in respect of each commenced week of delay amounting to 0.5% of the total value of the contract, without prejudice to any other rights of Powerdale NV/SA, including the right to demand compensation for the actual damage incurred due to the delay.
4. Transfer of Risk
4.1 For deliveries involving installation, commissioning, software or services, the transfer of risk occurs on final acceptance. For other deliveries the transfer of risk shall take place at the time of Powerdale NV/SA confirming the receipt of the delivery by signing the dispatch note without reservation.
4.2 Unless otherwise agreed, the costs of delivery and packaging shall be borne by the supplier.
5.1 All invoices shall be addressed and sent to Powerdale NV/SA, Accounting department, Kerkstraat 4, Sint Genesius Rode via the following email: email@example.com.
5.2 Each invoice shall at least detail the relevant purchase order number, the numbers and quantities of the invoiced items and the invoice date.
6.1 Payments shall be made in Euros and are due and payable no later than sixty (60) calendar days from the end of the month (i) after receipt by Powerdale NV/SA of a correctly issued invoice or (ii) after the completion of the delivery or the performance of the services, whichever of (i) or (ii) occurs later. If payment is made within ten (10) calendar days of the respective end of the month, Powerdale NV/SA is entitled to a 2 % discount.
6.2 Payment does not constitute an acknowledgement of Powerdale NV/SA that the corresponding deliveries or services meet the specifications or are free of defects.
Powerdale NV/SA may but is not obligated to carry out any inspections upon receipt of the deliveries (including examining quantity and type of products, transportation damage or another deficiency). The execution or non-execution of inspections shall not in any way affect the liability of the supplier.
8.1 The supplier warrants that (i) the goods are newly manufactured and meet the agreed specifications, that the goods are free from defects in design, material and workmanship, are fit for purpose and conform with all applicable legal requirements, applicable industry standards, norms and safety regulations in Belgium, (ii) that it will carry out the services within the time periods agreed and with all reasonable care and skill in accordance with all applicable laws and all provisions agreed in the contract, in particular the service levels.
8.2 If Powerdale NV/SA notifies to the supplier that any goods or services fail to meet any of the warranties specified in Art. 8.1, the supplier shall at its own expense and at the discretion of Powerdale NV/SA without undue delay either (i) repair the deficiency or (ii) provide re-performance of services or replacement of deliveries. Powerdale NV/SA keeps the right to demand a reduction in price, cancel the contract in whole or in part without incurring any liability, claim damages in lieu of performance or undertake itself any repair or re-performance of service or replacement of delivery, all at the expense of the supplier.
8.3 The supplier shall indemnify Powerdale NV/SA against any and all cost (including those related to the transportation, de-installation, re-installation, and commissioning in connection with the performance of the warranty obligations), any damage of whatever nature or liability arising from supplier's non-compliance with any warranty or other obligation under this Art. 8.
8.4. The warranty period shall start to run at the moment of transfer of risk as defined in art 4 and shall be two years. With regard to hidden defects, Powerdale NV/SA shall keep its warranty rights even after the warranty period has elapsed in accordance with the Belgian statutory provisions in relation to hidden defects (articles 1641-1649 Belgian Civil Code).
8.5 Should a third-party demand compensation from Powerdale NV/SA in relation to a deficiency of goods and services provided by the supplier, the supplier undertakes to support Powerdale NV/SA in the defence of the claim.
8.6 The supplier undertakes to take out adequate insurance to cover its warranty risks and undertakes to furnish evidence thereof to Powerdale NV/SA upon request.
9. Third Party Rights
9.1 The supplier undertakes to inform Powerdale NV/SA in relation to the goods and services provided by supplier of any possible conflicting third-party rights, i.e., intellectual property rights.
9.2 The supplier shall indemnify Powerdale NV/SA against any possible cost, any damage of whatever nature or liability in direct or indirect relation to any infringement or alleged infringement of third-party rights, i.e., intellectual property rights, in relation to the goods and services provided by supplier.
9.3 In addition, the supplier undertakes at its own expense, at Powerdale NV/SA’s first request, either to replace or modify the infringing or allegedly infringing goods with equivalent, non infringing goods or to obtain a license in favour of Powerdale NV/SA for continued usage.
10. Provided Material
Material provided by Powerdale NV/SA remains the property of Powerdale NV/SA and is to be labelled as property of Powerdale NV/SA and stored and administered separately. Its use is limited to the orders of Powerdale NV/SA only. A list of all material will be kept up-to-date and shared with Powerdale NV/SA.
11.1 Any tools, patterns, samples, models, profiles, drawings, standard specification sheets, printing templates, documents, materials, and other information (collectively "Information") provided by Powerdale NV/SA shall remain the property of Powerdale NV/SA and shall, without the prior written consent of Powerdale NV/SA, not be made available to any third party nor used for any other purposes than those contractually agreed. Such Information shall be protected against unauthorized access or use. The supplier is obliged to return any Information to Powerdale NV/SA upon first request.
11.2 In the event of the supplier's non-compliance with the obligations stated in Art. 11.1, Powerdale NV/SA shall be entitled to withdraw from the contract either in full or in part and/or to demand compensation. 11.3 The provisions of this Art. 11 shall remain in place for a period of ten years after termination for whatever reason or expiration of the respective contract.
12. Subcontracting to Third Parties, Assignment of rights and obligations
12.1 The supplier shall without the prior written consent of Powerdale NV/SA, not be allowed to subcontract the contract with Powerdale NV/SA to any third party or to transfer the contract or any rights or obligations thereunder to any third party. In case of non-compliance, Powerdale NV/SA shall be entitled to terminate the contract either in full or in part and/or to demand compensation.
12.2 Powerdale NV/SA may entirely or partly transfer the contract and any rights and obligations thereunder to any of its Affiliates and to any third party.
13.1 Powerdale NV/SA may, by giving written notice to the supplier, terminate the contract, in whole or in part, without liability to the supplier and save of any other rights and claims Powerdale NV/SA may have, with effect from the date specified in the termination notice, if the supplier: 13.1.1 voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it or is liquidated; 13.1.2 fails to perform any of its contractual obligations of fails to remedy such breach in agreed timeline.
13.2 In the event of termination, Powerdale NV/SA may continue to utilize existing facilities, deliveries or services already performed by the supplier in exchange for reasonable payment.
13.3 In case of a termination pursuant to Art. 13.1.2, the supplier shall compensate Powerdale NV/SA upon first request for any damage of whatever nature with a minimum fixed penalty of 15 % of the total value of the contract.
13.4 Powerdale NV/SA may terminate the contract, in whole or in part, for its convenience at any time by giving at least twenty (20) calendar days notice to the supplier. In such case, the supplier shall be entitled to receive payment for all the services, works and deliveries performed prior to the date of termination. The supplier shall not be entitled to claim any damage whatsoever, including damage for lost profits and expenses incurred due to the termination of the contract.
14. Powerdale Code of Conduct, Security in the Supply Chain
The supplier is obliged to comply with the laws of the applicable legal system(s). In particular, the supplier will not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees. Moreover, the supplier will take responsibility for the health and safety of its employees, the supplier will act in accordance with the applicable environmental laws
15. Environmental Protection, Duties to Declare, Dangerous Goods
15.1 Should the supplier deliver legally permissible products, which are, however, subject to statutorily imposed substance restrictions and/or information requirements (e.g., REACH, RoHS), supplier shall declare such substances in the web database BOM check (www.BOMcheck.net) or in a reasonable format provided by Powerdale NV/SA no later than the date of first delivery of the products. The foregoing shall only apply with respect to laws which are applicable at the registered seat of supplier or Powerdale NV/SA or at the designated place of delivery requested by Powerdale NV/SA.
15.2 Furthermore, the supplier shall declare all substances which are set out in the so-called “Powerdale list of declarable Substances” applicable at the time of delivery in the manner described above.
15.3 Should the delivery contain goods which – according to international regulations – are classified as dangerous goods, the supplier will inform Powerdale NV/SA thereof in a form agreed upon between the supplier and Powerdale NV/SA, but in no case later than the date of Order Confirmation.
16. Export Control and Foreign Trade Data Regulations
16.1 The supplier shall comply with all applicable export control, customs, and foreign trade regulations (“Foreign Trade Regulations”).
17. CE marking
By accepting these conditions of purchase, the supplier confirms that the goods contain the obligatory CE marking by which the manufacturer indicates that the product is in conformity with the applicable requirements set out in European Community harmonisation legislation providing for its affixing. Any delivery of goods that do not contain a CE marking for any reason whatsoever is only allowed after the prior written approval of Powerdale NV/SA.
By accepting these conditions of purchase, the supplier confirms that the goods comply with the relevant national regulation(s) implementing directive 2006/42/EC on machinery, if applicable. For machinery placed on the market and/or put into service in Belgium, Powerdale NV/SA points out that, by law, any written information and warnings and any instructions (including assembly instructions, technical files, relevant technical documentation) should be accompanied by a translation in Dutch, French and German.
19. Mention as Reference Customer
Only upon prior written approval of Powerdale NV/SA, the supplier shall be allowed to mention Powerdale NV/SA as a reference customer and/or make reference to products or services which the supplier has developed during the performance of an order for Powerdale NV/SA.
20. Netting clause
Powerdale NV/SA is entitled to set off all eventual claims that it might have against the supplier’s claims.
23. Place of Jurisdiction and Applicable Law
23.1 Any dispute concerning the entering into force, the validity, interpretation, execution, suspension, termination and enforcement of these Conditions of Purchase and any contracts or underlying agreements that are regulated by these conditions, shall be exclusively resolved by the competent courts of Brussels.
23.2 Belgian substantive law shall apply to these Conditions of Purchase and any contracts or underlying agreements that are regulated by these conditions, excluding the provisions of the United Nations Convention of Vienna on the Sale of Goods of 11.4.1980.