S.A. CITRIBEL N.V. – Tienen – GENERAL PURCHASE CONDITIONS
- Definitions
In these General Terms and Conditions of Purchase , the following definitions apply:Client : S.A. Citribel N.V. – Tienen
Contractor: the person who supplies goods or services to the Client, as well as the person to whom The Client has provided an assignment of a different nature.
Agreement: all agreements, including these General Terms and Conditions of Purchase, between the Client and Contractor regarding the purchase of goods and/or the purchase of services by the Client of Contractor, as well as any other assignment that the Client gives to the Contractor, as well as all (legal) acts related to this. - Applicability
2.1 These general terms and conditions apply to all requests, quotations, offers, assignments, purchase orders, order confirmations, agreements and other legal acts relating to the Contractor to supply the Client with goods or services, carry out assignments and perform other work. These terms and conditions apply if and to the extent in the individual Agreement no other terms and conditions have been agreed. Any delivery of goods or the commencement of the provision of services by the Contractor constitutes proof that he accepts these general terms and conditions without reservation. Any general terms and conditions of the Contractor are only valid if and insofar as the Contractor has received a written approval from the Client in which he expressly confirms that he accepts the general terms and conditions of the Contractor. In particular, any references by the Client to correspondence from the Contractor containing the Contractor’s general terms and conditions or referring to the Contractor’s general terms and conditions shall not mean that the Client accepts that those general terms and conditions apply to this Agreement.
2.2 These General Terms and Conditions remain valid and prevail over all general terms and conditions of the Contractor, even if the Contractor would accept goods/services knowing that the Contractor has claimed to deliver them in accordance with its terms and conditions that deviate from or conflict with these terms and conditions. - Offered
3.1 Quotations and quotations are not reimbursed and do not create any obligation on the part of the Client.
3.2 In his quotation, the Contractor shall accept any differences between his quotation and the Contractor’s request. explicitly state. If the Contractor has an alternative solution for a particular request that is technologically or economically superior, he will also submit a quotation to the Client for that solution.
3.3 Quotations must be final, detailed and complete and must contain everything necessary for the complete delivery, in good condition, of the goods, services or works offered.
3.4 The quotation must comply with the rules of good workmanship and with all legal and administrative regulations, including those relating to technology, quality, health, safety and the environment, which currently apply in Belgium and the European Union. The Contractor shall provide the Client with all necessary information about the risks inherent in his work. Conclusion of the agreement
An agreement is only concluded between the Contractor and the Client if the Client has explicitly accepted a quotation or offer from the Contractor in writing or has sent a written confirmation in this regard.- Changes
5.1 Any changes to the goods or services to be delivered require the prior written consent of the Client.
5.2 If the Client wishes to make changes with regard to the size and/or scope of the agreed order for the delivery of goods or services and those changes (may) affect for the price and the period within which the order must be executed, the Contractor must notify the Client in writing of any changes in prices and/or deadlines within 10 working days of receipt of that notification, failing which the Contractor is obliged to apply the initially agreed price and to respect the initially agreed delivery period/execution period. - Recognitions and permits – Social and fiscal debts and wage debts
6.1 The Contractor shall be in possession of all approvals and permits required by law for the performance of the Agreement. The Contractor shall together with the quotation a copy of its legal requirement submit approvals and permits. He will immediately inform the Client of any change. If difficulties arise in this respect as a result of the Contractor’s negligence, the Client reserves the right to dissolve the Agreement by operation of law and to recover the additional costs incurred and any fines from the Contractor.
6.2 Without prejudice to the rights and obligations of the Contractor within the framework of the legislation concerning joint and several liability for social and tax debts and wage debts of a (sub)Contractor, the Client shall require the Contractor to provide him with a certificate with regard to the social and tax debts and wage debts of the Contractor and/or of his (sub)Contractors. The Client reserves the right to terminate the Agreement with immediate effect and without any costs, and to recover from the Contractor all costs and any penalties that it may have incurred as a result of the aforementioned statutory system of joint and several liability for social and tax debts or wage debts of the (sub)Contractor. - Personnel
7.1 The Contractor must carry out the works with sufficient and qualified personnel. By accepting these terms and conditions, the Contractor confirms that each staff member is at least 18 years old, is in possession of all legally required permits, authorizations and attestations and will comply with all health, safety and environmental regulations. Each staff member will have to demonstrate that he is aware of the above and it understands. Each staff member must be able to communicate in one of the following four languages: Dutch, German, English or French. If personnel of the Contractor or his (sub)Contractors do not meet these conditions, the Client has the right to (i) refuse or withdraw access to the factory site, without any costs, in which case the Client will inform the Contractor or his agent so that he can take the necessary measures, and/or (ii) terminate the Agreement with immediate effect and without any costs, and to recover from the Contractor all costs and any fines that the Client may have incurred as a result of the staff not meeting these conditions.7.2 There will be no direct employment relationship between the Contractor and/or his staff on the one hand and the Client on the other.
- Delivery date, partial delivery of goods/services
8.1 The Contractor must comply with the agreed delivery dates for goods/services. In the case of the delivery of goods requires compliance that the goods are delivered free of defects within the Client’s normal working hours and accompanied by the required transport documents to the Client at the address indicated on the order (hereinafter referred to as ‘Place of Destination’). If the Client and the Contractor have agreed on a delivery including assembly/service, the delivery of the goods free of defects will only be deemed to have taken place after the assembly/service has been properly carried out as specified in the Agreement. For early deliveries of goods/services or partial deliveries of goods/services, the prior written consent of the Client is required.
8.2 If the Contractor finds that he will not be able to fulfil his contractual obligations in whole or in part or within the stipulated period, he must immediately report this in writing to the Client. The notification shall state both the reason(s) for the delay and the predicted delay in delivery time. If the Client accepts a delayed or partial delivery of goods/services, this will in no way mean that he renounces one or more of the rights he has in the event of late or partial delivery of goods/services. The Client is free to demand that the Agreement be executed or to declare the Agreement dissolved immediately and by operation of law. In both cases, the Client is entitled to an agreed compensation of 1 percent of the total price of the Agreement for each week started by which the term has been exceeded, with a maximum of 10 percent, without prejudice to his right to claim compensation for all proven damage instead.
8.3 If the Client draws up documents to enable the Contractor to carry out the assignment, it is the Contractor’s responsibility to request these documents in a timely manner.
8.4 The Client has the right to suspend the delivery periods/execution periods.
8.5 Unless expressly agreed otherwise, the goods will be delivered according to Incoterms DDP location Client.
8.6 Delivery takes place in proper packaging. Valuable and reusable packaging is taken back by the Contractor.
8.7 The Contractor guarantees that the goods meet the specifications and requirements of the Agreement.
8.8 The Client has the right to refuse all goods that (i) do not meet the specifications (ii) do not meet the agreed time, (iii) are not delivered in the agreed volumes and/or quantities, (iv) in defective or damaged packaging or (v) with one or more defects. The Client must report the deviation to the Contractor within 5 working days. After the notification, the Contractor must collect the refused goods within 10 calendar days, without further costs for the Client. After this period, the return of the refused goods by the Client is at the risk and expense of the Contractor, without prejudice to the Client’s right to compensation for the damage and costs suffered as a result of the Contractor’s failure to fulfil its obligations. - Execution of the works
9.1 The Contractor undertakes to comply with its obligations regarding the well-being of the employees in the execution of the works specific to the Client. This also refers to welfare and environmental regulations applicable for work on the relevant site of the Client as well as, if applicable, the provisions of the specifications that apply to contracting work at the Client. The Contractor confirms that he is aware of these provisions. In addition, the Contractor must comply with all applicable legal and administrative regulations, including with regard to technology, quality, health, safety and the environment, and must be in possession of the necessary internal permits from the Client. If the Contractor does not comply with these obligations or does not comply with them properly, the Client has the right to take the necessary measures at the expense of the Contractor himself.
9.2 The Contractor is solely competent for its personnel, is the only one who can give instructions to his personnel and who can exercise control over them. The Contractor warrants that all instructions given to it are passed on to all its employees, its Contractors and their employees and those of their subcontractors.
9.3 The Contractor shall provide an experienced and expert site manager who is also responsible for the smooth running of the works on site. This site manager must be present or available full-time and must be able to submit a list of the staff present on the site at any time. He must have the necessary powers and skills in terms of organizing, directing and supervising the works and personnel and in relation to health and safety. There must be sufficient staff to supervise the works, and these staff must be able to communicate smoothly with both the workers and the Client. The site manager shall pass on all instructions received from the Client to all employees of the Contractor, his contractors and their employees and those of their subcontractors.
9.4 The Client always retains an unlimited right of access to the site and all installations installed thereon.
9.5 The Client reserves the right, when determining dangerous situations, which the Contractor cannot remedy himself at that time and which require immediate intervention, to take the necessary measures to remedy them at the expense of the Contractor.
9.6 The Contractor may only set up his machines and installations on the premises indicated by the Client place. The works may not be carried out by either the work organization or the operational installations of the Client hinder. The Contractor must take adequate measures against accidents and against damage caused by external factors, such as weather conditions, theft, vandalism or fire.
9.7 The works are usually carried out simultaneously with various other Contractors and professional services of the Client. The Contractor is obliged to cooperate in the coordination and cooperation with other Contractors of the Client. To this end, the Contractor’s site manager will participate in the coordination meetings as often as the works require. The Contractor shall carry out its work in such a way that other Contractors and the client’s professional services are not hindered by it or are not harmed by it. The Contractor shall ensure that all necessary notifications and agreements are made in a timely and sufficient manner. The Contractor indemnifies the Client against all claims from third parties against the Client for any inconvenience that may occur on the site.
9.8 The Contractor does not carry out work for third parties on the Client’s premises, unless he does so has received explicit permission from the Client - Quality
The Contractor shall carry out and maintain effective quality assurance and shall demonstrate this to the Client upon request.
- Testing and control in the course of the execution of the Agreement
11.1 The Client has the right to by the Contractor to carry out checks. For this specific purpose, the Client is entitled to give prior notice to the Contractor’s premises and the installations and facilities provided by are relevant for the execution of the Agreement during the usual working hours of the Contractor. The Client and Contractor shall each bear their own costs in connection with carrying out these checks.
11.2 These checks cannot be regarded as a waiver of contractual or legal rights of the Client. - Use of subcontractors
Third parties (in particular any subcontractors) may only be engaged or replaced by the Contractor with the prior written consent of the Client. If the Contractor intends to call on subcontractors for the execution of the Agreement from the start, he must inform the Client of this when submitting his tender. The obligations of the Contractor shall not be altered by subcontracting. This means that if the Contractor remains in default, he cannot invoke the default of his subcontractor(s), for whatever reason.
- Shipping, packaging and transfer of risk and ownership
13.1 Unless otherwise agreed, goods delivered DAP (Incoterms 2010) to the Place of Destination. Unless otherwise agreed, the delivery will be accompanied by two copies of the consignment note, the packing list, cleaning and inspection certificates according to the agreed specifications and all other necessary documents. If known, the following information must be included in all transport documents and – for packaged goods – also on the outer packaging: order number, gross and net weight, number of packages and recipient.
13.2 The Contractor shall represent the interests of the Client during delivery. Goods must be packed in such a way that damage during transport is avoided. The Contractor is liable for all damage resulting from defective packaging. At the request of the Client, the Contractor will collect and dispose of all outdoor, transport and sales packaging at the Place of Destination after delivery or have this carried out by a third party. The Contractor shall package, label and ship hazardous products in accordance with applicable national and international laws and regulations. The Contractor complies with all REACH obligations for suppliers (pursuant to Article 3 (32) Regulation (EC) No 1907/2006/EC (hereinafter the ‘REACH Regulation’)) in relation to the supply of goods. In particular, the Contractor shall provide the Client with a safety data sheet in accordance with Article 31 of the REACH Regulation in the national language of the receiving country in all cases provided for in Articles 31 (1) to (3) of the REACH Regulation.
13.3 The Contractor bears the risk of loss or damage until the actual delivery of the specified goods together with the documents referred to in clauses 13.1 and 13.2 at the Place of Destination. If the parties have agreed on a delivery including installation/assembly/service, the risk of loss or damage passes to the Client after the installation/assembly/service has been properly carried out in accordance with the Agreement and after the transfer of the goods. If the law or the Agreement requires formal acceptance, both parties will specify the acceptance period at the written request of the Contractor. The result of the acceptance check will be documented in an acceptance certificate. The risk of loss shall not pass from the Contractor to the Client before the Client accepts the has confirmed the certificate of acceptance. Acceptance may not take place in any other way, certainly not through checks, expert reports, certificates or work reports. The payment of invoice balances is not a sign of acceptance.
13.4 Ownership passes upon delivery of the material/goods. Any clause that postpones the transfer of ownership or that contains any reservation in this transfer is not enforceable against the Client. The unilateral inclusion of a retention of title clause in the general terms and conditions or any other document of the Contractor is not enforceable against the Thinker and can only be enforceable against him after written permission from the Client.
13.5 Unless otherwise agreed, orders based on unit weight shall be subject to the weight determined on the official calibrated weighbridge of the Client upon arrival of the goods. For goods delivered by ship, the quantity determined by the independent expert applies. - Condition of the goods/services supplied, rights in case of defects
14.1 It is the Contractor’s responsibility to deliver the goods and services free of defects, in particular taking into account the agreed specifications of goods and services, and in accordance with the guaranteed features and functions. In addition, the Contractor ensures that the goods and services comply with current technical standards and – if applicable – the generally recognized standards in the field of plant safety, occupational medicine and hygiene, are supplied by qualified personnel, and are in accordance with all legal regulations. If machines, appliances or installations are part of the delivery, they must comply with the special safety requirements applicable to machines, appliances and installations at the time of the performance of the Agreement and must bear a CE marking. The Client is not obliged to immediately inspect.
14.2 The Contractor is aware that the Client will use raw materials for food and pharmaceutical manufactures applications. To the extent that the Contractor provides goods or services related to these products, the Contractor guarantees that they meet the highest quality standards.
14.3 The Contractor guarantees that all materials – if relevant – have actually been pre-registered, registered (or exempt from the registration requirement) and permitted in accordance with the applicable requirements of the REACH Regulation for the uses described by the Client.
14.4 Unless otherwise agreed in writing, the Contractor grants a guarantee of 24 months after commissioning of a good. For the work carried out, the Contractor gives a guarantee of 24 months after transfer of the risk in accordance with Article 13.3. This guarantee period shall be suspended and extended by the duration of the suspension as long as the goods or services supplied are defective.
14.5 During the guarantee period, the Contractor guarantees an immediate and completely free repair of the delivered goods or services, unless he demonstrates that the defect in the goods or services is solely attributable to the Client. The Contractor bears all assembly, disassembly and transport costs. In urgent cases or in the event of delay, the Client may repair these defects himself or have them repaired and recover the costs from the Contractor, provided that he has informed the Contractor of this intention.
14.6 However, in the event of a serious defect, the Client may also choose to demand a price adjustment or may decide that the Agreement shall be dissolved by operation of law, without the need for prior notice of default.
14.7 In addition, the Client is in all cases entitled to compensation for all due to the defect caused damage and the Contractor shall indemnify the Client against any claim for compensation brought by third parties.
14.8 Pursuant to Article 1792 of the Belgian Civil Code, the Contractor is liable for 10 years for defects that have a negative effect on the construction or the suitability of the works carried out.
14.9 For parts and repairs that are replaced or carried out within the warranty period, a new warranty period of 24 months will apply.
14.10 Defective goods or parts remain at the disposal of the Client until they have been impeccably replaced. - Infringement of proprietary rights
It is the contractor’s responsibility to ensure that the delivery of the goods and/or services and their use by the Client under the Agreement do not infringe patent rights, copyrights or other proprietary rights of third parties. Notwithstanding any legal claim, the Contractor shall indemnify the Client against claims from third parties for which the Client may be held liable as a result of the infringement of one of the aforementioned property rights. Any license fees, costs and fees incurred by the Client in preventing and/or remedying any infringements of property rights shall be borne by the Contractor.
- Liability
16.1 The Contractor is obliged to compensate for all damage caused by himself, his employees, his agents or their employees as a result of or as a result of the execution of the assignment. If several Contractors work together or independently on the same work and it is not possible to determine which Contractor caused the damage, each Contractor is held in solidarity or in solidum to compensate the Client for the entire damage.
16.2 The Contractor is liable for the management, use and monitoring of the materials, tools, workshops, etc. that the Client makes available to him. He must return them in the same state in which he received them.
16.3 The Contractor must indemnify the Client against any claim by third parties. The extent of this indemnification obligation extends to all costs incurred by the Client as a result of claims from third parties, such as, but not limited to, court costs, court fees, lawyer’s fees, expertise costs, damages, fines and convictions in general. If the Contractor suffers damage as a result of acts or omissions of third parties with regard to himself, the Contractor cannot address the Client but must address these third parties directly.
16.4 The Client is not liable for loss or damage to appliances, objects or materials belonging to the Contractor or subcontractors.
16.5 Furthermore, the Client cannot be held liable for total or partial failure of the energy supplies by third parties to the Contractor. - Insurance
17.1 The Contractor shall, at its own expense, maintain liability insurance with sufficient cover for damage for which it or its subcontractors or agents, for which the Contractor is also liable, are responsible. Upon request, the Contractor shall provide proof of the extent of the insurance cover for each claim to the Client.
17.2 The Contractor’s liability is not limited by its insurance obligation, nor by the scope of coverage of that insurance.
17.3 The Contractor must use the objects that he uses with the Client and that remain his property mark and must adequately insure himself, with waiver of recourse against the Client.
17.4 The Contractor must take out occupational accident insurance with sufficient coverage for his employees conclude in accordance with the applicable legislation and with waiver of recourse against the Client. The Contractor must have this waiver of recourse included in the policy by his insurer. In addition, the Contractor undertakes to oblige its subcontractors to conclude a occupational accident insurance with sufficient coverage for their respective employees (i.e. the employees of the subcontractor) in accordance with the applicable legislation and with waiver of recourse against the Client. The Contractor warrants that its subcontractors will have this waiver of recourse included in their policy by their respective insurers. - Billing, payment
18.1 The agreed price is an all-in price and therefore includes all services, goods and services, as well as all costs related to social and tax law obligations borne by the Contractor, as well as in general all obligations imposed on him by the government and all circumstances that cause costs. Invoices must be sent for goods and services that have already been delivered. These invoices must comply with the legal obligations regarding invoicing under the national VAT legislation to which the invoiced goods/services are subject.
18.2 The Contractor must send a separate invoice for each order, unless otherwise agreed. The invoice must state the full order number of the Client and, if applicable, the number of the Contractor’s delivery note. Confirmations of completed works and all other documents must be submitted together with the invoice. The invoices must correspond to the information on the order for the goods or services described, the price, and the quantity.
18.3 The Client shall pay for the delivered goods or services within 60 days of invoice date, unless otherwise agreed in writing and provided that the delivered goods or services were checked, approved and upon receipt of all accompanying documentation including the correctly addressed and complete invoice.
18.4 The payment by the Client does not in any case imply an acceptance of conditions or prices and cannot be regarded as any indication in this regard, nor can it be seen as a renunciation by the Client with regard to delivered goods/services that differ from the agreed goods/services, the Client’s rights to inspect the goods/services, and the right to dispute an invoice for other reasons.
18.5 Only additional works (additional works) or extra services provided at the express written request of The client will be reimbursed in accordance with the price calculation principles described in the assignment. - Transfer of the Agreement, change of company name, set-off, lien
19.1 The Contractor may not transfer the rights and obligations under the Agreement with the Client to third parties without the prior written consent of the Client.
19.2 The Contractor must immediately notify the Client in writing of any transfer of the Agreement by law and of any change of its trade name.
19.3 The Contractor may only compensate for claims that are undisputed or that have been confirmed by a court decision. The Contractor has a right of retention only if the claim as a result of which the right of retention is considered valid originates in the same contractual relationship. - Termination, dissolution
20.1 The Client may unilaterally terminate the Agreement at any time, provided that he compensates the Contractor for what has already been properly delivered or executed and for the evidence proved by the Contractor Cancellation. Lost profits will not be compensated.
20.2 If the Contractor seriously fails to comply with its contractual obligations, The Client shall dissolve the Agreement and all orders in progress and/or already placed by operation of law by registered letter, without prejudice to its right to compensation. A serious shortcoming is regarded, including but not limited to, repeated non-compliance with the guarantee obligation, non-compliance with safety or environmental regulations, non-payment of social, fiscal or wage debts, non-possession of the necessary permits or approvals, the use of personnel who do not (or no longer) have the required approvals, permits or approvals, events that undermine the creditworthiness of the Contractor (e.g. bankruptcy) or that make the successful execution of the works uncertain.
20.3 If the Contractor has received documents, reports, plans or drawings from the Client in the context of or with a view to the execution of the Agreement, the Contractor must immediately return them to the Client if the Agreement is terminated by the Client. These requirements also apply if the Agreement is dissolved. Contractor’s obligation to remove upon termination of the Agreement
If the Agreement is terminated by the Client, the Contractor shall, at its own expense and Regardless of the reason for the termination, installations, tools and appliances can be dismantled and removed immediately. The Contractor must immediately, at his own expense and in the proper manner, dispose of and dispose of all waste and debris produced by his work. If the Contractor fails to fulfil its obligations in this regard, the Client may carry out the work itself or have it carried out by a third party and charge the Contractor for the costs incurred if the work is still not completed after a reasonable period of time- Documents, Confidentiality, Rights of Use
22.1 The Contractor must hand over the agreed number of plans, calculations and other documents to the Client in good time in order not to exceed the contractual execution period.
22.2 The inspection of documents by the Client shall not relieve the Contractor of its responsibilities under the Agreement.
22.3 All models, samples, drawings, data provided by the Client to the Contractor, materials and other documents (hereinafter referred to as ‘Documents of the Client’) remain the property of the Client and may be reclaimed by him at any time, in which case the Contractor shall should return immediately. The Contractor is not entitled to retain Documents of the Specifier. The Contractor must respect the Client’s property rights in and to all Documents of the Client.
22.4 The Contractor is obliged to provide all technical, scientific, commercial and other information that it obtains directly or indirectly within the framework of the Agreement, and in particular the information included in the Client’s Documents, to be kept secret (hereinafter referred to as ‘Confidential Information’). The Contractor is not permitted to use Confidential Information for commercial purposes, to make it the subject of industrial property rights, to pass on or make accessible to third parties in any way or to use it for any purposes other than the execution of the Agreement. This obligation is subject to any disclosure obligations of a legal, judicial or official nature. The aforementioned confidentiality obligation remains valid for a period of ten (10) years after termination of the Agreement. This obligation of confidentiality does not apply to information lawfully in the possession of the Contractor prior to its publication by the Client, or which has lawfully become publicly known or which has been lawfully obtained from a third party. Also excluded from this duty of confidentiality is information communicated to persons who are subject to a legal obligation of confidentiality, whereby the Contractor may not release such a person from his confidentiality obligation. The burden of proof for such an exception rests on the Contractor. The Contractor must ensure that its employees and agents are also obliged to this obligation of confidentiality in accordance with the rules described in these general terms and conditions by means of appropriate agreements. At the request of the Client, the Contractor shall demonstrate in writing that it complies with these obligations. The Contractor shall specifically take all necessary and appropriate precautions and measures to effectively protect the Confidential Information obtained at all times against loss and access by unauthorized persons. This includes, in particular, the provision and maintenance of appropriate and necessary access requirements and measures for monitoring access to premises, storage facilities, IT systems, data carriers and other data carriers, especially those containing Confidential Information. This includes informing and instructing persons who have access to Confidential Information in accordance with this clause. The Contractor must immediately inform the Client in writing in the event of loss of Confidential Information and/or if unauthorized persons have gained access to Confidential Information.
22.5 The Contractor grants the Client freely transferable rights of use, without any restriction as to territory, content or duration, for all plans, drawings related to the Agreement, images, calculations and other documents in written or other tangible form. This information may have been prepared by the Contractor himself or by third parties (hereinafter ‘Work Results’). In particular, the Client has the right to use, reproduce and distribute these Work Results in whole or in part, as well as to modify or revise them or to have the aforementioned activities carried out by third parties. The Contractor grants the Client the right to use the Work Results for the aforementioned scope including all types of use, regardless of whether the use in question was known when the Agreement was granted. When acquiring licenses and Work Results from intellectual services, in particular from studies, specifications, user requirements and functional design specifications, specific developments in and adaptation of software, the Client has the absolute and irrevocable right to use all these Work Results in its branches and in the establishments of all companies affiliated with it within the meaning of Article 11 of the Belgian Companies Code. - Document retention and support during revisions
The Client has the right to view and make copies of them or reproduce them for its own purposes during normal business hours. This right remains valid for the statutory retention period – at least three (3) years from the date of acceptance or delivery. The Contractor is obliged to assist with revisions. Insofar as these documents contain confidential information about the Contractor, such as his internal calculations, agreements or confidential information about business partners and/or employees, the Client’s rights of access are limited to this.
- Discontinuation or modification of production
If the Contractor plans to stop the production of goods delivered by him, or a change in the dimensions, characteristics or specifications of these goods, he must inform the Client in writing at least 12 months in advance. At the same time, the Contractor must inform and advise the Client about new products and replacement options for these products.
- Prohibition of publicity, nullity, applicable law, competent court
25.1 The Contractor may only refer to its business relationship with the Client or otherwise publicly disclose that relationship with the prior written consent of the Client.
25.2 The invalidity or unenforceability of any provision or part thereof in the Agreement shall not affect the validity of the entire Agreement.
25.3 The Agreement is governed by Belgian substantive law, to the exclusion of the Convention of United Nations on Contracts for the International Sale of Goods (« Vienna Sales Convention ») of 11 April 1980. All disputes between the parties will be adjudicated by the competent court in Leuven.
25.4 In the event of deviations between the Dutch text of the General Terms and Conditions of Purchase and their translation into another language, the Dutch text is binding.The Client reserves the right to change these General Terms and Conditions of Purchase at any time. The new General Terms and Conditions of Purchase enter into force immediately. They are published www.citribel.com.