General Terms of Purchase

Veltkamp BV

Applicability
Article 1
1.1. These purchasing conditions are applicable to all (commercial) transactions in which Veltkamp B.V. acts as buyer of goods and/or services of third parties including agreements for the execution of activities.
1.2. Standard conditions (of sale) of the commissionee and/or vendor and/or deviations from the purchasing conditions of Veltkamp B.V. will apply only if these conditions have been accepted and/or confirmed by Veltkamp B.V. in writing.
 
Article 2
2.1. These purchasing conditions are applicable to all offers, quotations and agreements in which Veltkamp B.V. acts as buyer.
2.2. Deviations from these conditions may take place only if agreed upon in writing.
 
Formation of the agreement
Article 3
3.1. An offer is irrevocable, unless otherwise agreed upon in writing
3.2. An offer will be valid for 30 days, unless otherwise agreed upon in writing.
3.3. If a written commission – in conformity with the offer – follows an offer of vendor, the agreement will be formed at the date that Veltkamp B.V. sends that commission to vendor.
3.4. If an oral commission – in conformity with the offer – follows the offer, the agreement will be formed at the date that the commission is granted. On such an oral agreement the execution will take place only when the written confirmation of the commission is sent by Veltkamp B.V., except when Veltkamp B.V. provided vendor with an order number upon entering into the agreement.
3.5. Veltkamp B.V. is entitled to make changes and additions to the offer. In that case the agreement will be formed at the date that Veltkamp B.V. receives the written confirmation of the commission in accordance with the altered or expanded offer, or at the time that vendor actually commences the execution of the agreement.
3.6. Vendor is obliged to confirm the commission in writing at the request of Veltkamp B.V. In that case vendor will be obliged to confirm this within 14 days, unless otherwise agreed upon in writing.
3.7. On the execution of framework agreements the agreement will be formed whenever Veltkamp B.V. sends the commission for a (partial) delivery within the framework of the framework agreement.
3.8. Documents, drawings, models, specifications, instructions, certification regulations and the like furnished or approved by Veltkamp B.V. for the execution of the agreement (also prior to entering into the agreement), regardless of their embodiment, will be part of the agreement, unless agreed upon otherwise in writing.

Rates
Article 4
4.1. The rates are fixed and are in Euros, unless agreed upon otherwise, exclusive of turnover tax. Taxes and levies due in respect of the delivery will be for the account of vendor.
4.2. Rates will include the costs of transportation, inward clearance, insurance and packing, with the exception of loan packaging, unless otherwise agreed upon.

Delivery
Article 5
5.1. Delivery in this Article will also be take to mean a delivery in parts.
5.2. The delivery must take place on the agreed location and the agreed time.
5.3. Vendor will immediately notify Veltkamp B.V. as soon as he knows or suspects that he will not be able to observe the agreement. Vendor will thereby indicate the (possible) causes of non-performance. In that case vendor and Veltkamp B.V. will consult in which manner the new situation must be dealt with, provided that the ultimate decision-making power in this matter is vested in Veltkamp B.V., subject to the rights that Veltkamp B.V. may derive from the law and the agreement.
5.4. If Veltkamp B.V. – for any reason whatever, apart from rejection, is therefore unable to collect the goods to be delivered at the agreed date, Veltkamp B.V. will not be in default. In that case the goods will remain for the risk of vendor and vendor will preserve, guard and insure the goods as identifiable property of Veltkamp B.V. for consideration to be agreed upon (such contrary to Article 7, paragraph 1) at the satisfaction of Veltkamp B.V.
5.5. During the storage vendor will take all reasonable measures for consideration to be agreed on in writing to prevent deterioration in the quality of the goods.
5.6. Vendor will add to the goods to be delivered all documents available that are intended to be able to make proper use of the goods and any inspection-, test- and guarantee certificates.
5.7. Vendor will observe the safety regulations prevailing at Veltkamp B.V. and other company rules applicable to him. Veltkamp B.V. will make these rules and regulations available for inspection at his request.
5.8. Testing and/or inspection of goods in accordance with the provisions in Article 12 will neither include delivery nor reception nor transfer of risk.

Packaging and dispatch
Article 6
6.1. The goods are to be properly packaged and marked in accordance with the instructions of Veltkamp B.V.
6.2. All packaging, except for loan packaging – marked as such by vendor, will become the property of Veltkamp B.V. upon delivery. Veltkamp B.V. may waive this right to acquisition of title and demand that the packaging be taken back.
6.3. Returning loan packaging and packaging not wanted by Veltkamp B.V. will be for the account and risk of vendor and will be effected to a destination to be specified by vendor. If vendor does not specify a destination, Veltkamp B.V. will be entitled to send the goods to the address of vendor.
6.4. Vendor is liable for damage caused by or in connection with the fact that the packaging fails to meet the provisions in paragraph 1.

Title and risk
Article 7
7.1. The title and risk of the goods to be delivered will be transferred at the date of delivery, as soon as the goods have been collected by Veltkamp B.V. at the agreed location of delivery, such subject to the provisions in Article 12, paragraph 6.
7.2. Contrary to the provisions in paragraph 1, the title of the goods to be delivered will be transferred at the date of down payment in respect of those goods or at the date that Veltkamp B.V. demands the transfer of title prior to delivery. Vendor will in that case mark the goods in question as identifiable property of Veltkamp B.V. and will indemnify Veltkamp B.V. against loss, damage and exercise of rights by third parties. The goods will be for the risk of vendor between the date of the transfer of title and the date of actual delivery. Vendor is obliged to insure the goods referred to in the previous sentence against any risks and for his own account.
7.3. Veltkamp B.V. is entitled to demand, before payment is made, in addition to or instead of the transfer of title, that vendor provides for his account an unconditional and irrevocable bank guarantee to be issued by a bank acceptable by Veltkamp B.V., in order to secure the fulfilment of the duty of vendor.

Auxiliary materials
Article 8
8.1. The materials, drawings, models, instructions, specifications, software, tools and other materials provided by Veltkamp B.V. to vendor or bought or manufactured by vendor for the account of Veltkamp B.V. that in any way have a supportive function for vendor in respect of the goods to be delivered will remain the property of Veltkamp B.V., or will become the property of Veltkamp B.V. at the date of purchase or manufacturing.
8.2. Vendor is obliged to mark the auxiliary materials mentioned in the previous sentence as identifiable property of Veltkamp B.V., to keep these materials in a good state of repair and insure said goods for the account of vendor against all risks as long as vendor acts as owner for Veltkamp B.V. in respect of those auxiliary materials.
8.3. The method of use of the auxiliary materials will be fully for the risk of vendor.
8.4. Vendor will make the auxiliary materials available to Veltkamp B.V. at the first request of Veltkamp B.V. but no later than at the date of the delivery of the goods to which the auxiliary materials pertain.
8.5. Vendor may use the auxiliary materials only for the purpose of and in the context of the delivery to Veltkamp B.V., subject to written permission of Veltkamp B.V. to the contrary.
8.6. Changes to or deviations from the auxiliary materials provided or approved by
Veltkamp B.V. is only permitted after prior written approval of Veltkamp B.V.

Changes
Article 9
9.1. Veltkamp B.V. is entitled, with due observance of reasonableness and fairness, to demand from vendor changes in the nature and quantity of the goods delivered. Changes may not be such that vendor would not in reasonableness be expected to have entered into the agreement if he had been aware of the changes in advance. Veltkamp B.V. will specify the changes demanded in writing.
9.2. Within 14 days after dispatch of the written specification as stated in the previous paragraph, vendor will notify Veltkamp B.V. which consequences the changes will have for rates and delivery time. Veltkamp B.V. is entitled to dissolve the agreement if the rate and delivery time stated by vendor are not acceptable to Veltkamp B.V. Veltkamp B.V. cannot invoke the right to dissolve the agreement on unreasonable grounds. In case of dissolution Veltkamp B.V. will reimburse to vendor all reasonable costs that vendor has incurred until then in direct connection with the dissolved agreement.

Invoicing and payment
Article 10
10.1. The invoicing will take place at the invoice address stated simultaneously with or immediately after the delivery of the goods, fully specified according to number and type, while stating the order number, and otherwise according to the instructions of Veltkamp B.V.
10.2. Payment on deducting any credit limitation will be made within 30 calendar days upon receipt of the invoice, on the condition that the goods were received by Veltkamp B.V. and no well-founded complaints were lodged by it before the lapse of the specified term against the manner in which the agreement is executed. Payment of the purchase price will in no way imply a waiver of any right.

Quality and guarantee
Article 11
11.1. Vendor will guarantee that the goods delivered are as agreed and therefore, inter alia, are new (unless agreed upon otherwise), free from defects, are suitable for the purpose for which they were intended, meet the relevant statutory requirements and government regulations, as well as the requirements of the safety and quality standards used within the line of business.
11.2. Vendor will use a guarantee period on the goods of at least one year. The expiry of the guarantee period will not prejudice the rights derived by Veltkamp B.V. from the law and the agreement. The agreed guarantee in this period will at any rate imply that vendor will remedy any defect reported by Veltkamp B.V. to vendor in writing within the guarantee period as soon as possible, for the account of vendor including any additional cost. If vendor changed, repaired or replaced any goods or parts pursuant to any obligation, the full guarantee period will again take effect in respect of these goods or parts.

Testing and inspection
Article 12
12.1. Testing and/or inspection by or by reason of Veltkamp B.V. may take place both prior to delivery and during or after delivery. Vendor will grant access to the locations where the goods are manufactured or have been stored and give its cooperation to the tests and/pr inspections desired by Veltkamp B.V. This cooperation also implies the provision for his account of the required documentation and information.
12.2. Vendor will duly inform Veltkamp B.V. at its request on the date for tests and/or inspections to take place, without Veltkamp B.V. being obliged to have them actually take place at those dates.
12.3. Vendor is authorized to be present at the tests and/or inspections.
12.4. Unless agreed upon otherwise in writing, the costs of tests and/or inspections will be for the account of vendor. This also applies to retesting and reinspections.
12.5. If during tests and/or inspections the goods are disapproved in full or in part during or after delivery, Veltkamp B.V. will notify this to vendor in writing. This notice will be a notice of default. To this end Veltkamp B.V. will enable vendor to still deliver the goods within a reasonable term in accordance with the commission. If vendor does not take this opportunity or fails to properly deliver the goods, Veltkamp B.V. is entitled to dissolve the commission without further notice of default. Veltkamp B.V. will also have this right if the delivery according to its nature or intended use is not possible or serves no purpose.
12.6. In case that the goods are disapproved during or after delivery the transfer and risk will be deemed to have remained with vendor and therefore to have never been transferred to Veltkamp B.V.
12.7. If the goods, regardless of the results of any test and/or inspection fail to meet the provisions in Article 11, Veltkamp B.V. will reserve all rights connected to this default by the law and the agreement.
12.8. Veltkamp B.V. is entitled to ensure the remedy or replacement of the goods for the account of vendor, if it can be reasonably assumed after consultation with vendor that vendor cannot or will not ensure the remedy or replacement in a timely or proper manner. Veltkamp B.V. may waive consultation if urgent circumstances demand this from Veltkamp B.V.
12.9. If tests and/or inspections are carried out by an independent agency, the outcome thereof will bind vendor and Veltkamp B.V. This will apply accordingly to retesting and/or reinspections.

Confidentiality
Article 13
13.1. Vendor will observe confidentiality in respect of all information he received, either or not directly, from or about Veltkamp B.V. and of which it has been established that it is confidential or in respect of which he should in reasonableness acknowledge its confidentiality.
13.2. Vendor is obliged to bind third parties deployed for the execution of the agreement to the same confidentiality in writing or to have said third parties sign the confidentiality clause submitted by Veltkamp B.V.
13.3. Vendor is not permitted to multiply documents, such as drawings, schedules and the like pertaining to the agreement or allow third parties to inspect such documents unless with the written permission of Veltkamp B.V.
13.4. Vendor is not permitted to use goods and/or services established through the joint developments of Veltkamp B.V. and vendor for the purpose of third parties without the written permission of Veltkamp B.V.

Intellectual property rights and other rights of third parties
Article 14
14.1. Vendor guarantees that the use by Veltkamp B.V., including reselling, of the goods supplied by vendor or the auxiliary materials purchased or manufactured by him for the purpose of Veltkamp B.V. will not infringe any intellectual property right or other right of third parties. Insofar as the goods or auxiliary materials to be supplied infringe an (intellectual property) right of third parties, vendor will ensure that Veltkamp B.V. obtains the right of use without Veltkamp B.V. incurring any additional costs apart from the agreed purchase price.
Veltkamp B.V. is entitled at the expense of vendor to agree on the right of use directly with the third party or parties concerned.
14.2. If it turns out that the use by Veltkamp B.V. as stated in paragraph 1 infringes or threatens to infringe any (intellectual property) right of third parties, vendor is obliged to:
* either replace the relevant goods or auxiliary materials by equivalent goods that do not infringe the rights of third parties;
* or obtain a right of use in respect of the relevant goods or auxiliary materials;
* or change the relevant goods or auxiliary materials in such a way that the infringement is lifted;
such a) in consultation with Veltkamp B.V. and b) without any additional costs incurred by Veltkamp B.V. apart from the agreed purchase price and c) without the possibilities of use being more limited than those of the goods and/or auxiliary materials to be originally supplied.
14.3. Vendor indemnifies Veltkamp B.V. against any claims to compensation or penalties arising from an infringement on (intellectual property) rights of third parties and he will compensate Veltkamp B.V. for any damage arising from infringements.

Spare parts
Article 15
Vendor is obliged during an – according to common opinion - reasonable term for the good in question to keep spare parts in stock, also if the production of that good has meanwhile been discontinued. Veltkamp B.V. will be able to demand from vendor that it be notified on the date of termination of the production.

Transfer
Article 16
16.1. Vendor is not permitted to transfer in full or in part the rights and obligations arising from the agreement for vendor to third parties without prior written permission of Veltkamp B.V.
16.2. Vendor is not permitted to outsource in full or in part the execution of his obligations under the agreement to third parties without prior written permission of Veltkamp B.V. Veltkamp B.V. is entitled to attach conditions to the permission.
16.3. In urgent cases and if it can be reasonably assumed after consultation with vendor that vendor will not or cannot fulfil his obligations under the agreement, vendor is obliged at the request of Veltkamp B.V. to outsource the execution of the agreement in full or in part for the account and risk of vendor to third parties, without the vendor being released from his obligations under the agreement. Veltkamp B.V. is entitled to agree on the execution of the agreement at the expense of vendor directly with third parties chosen by Veltkamp B.V.

Liability
Article 17
17.1. Vendor is obliged to compensate all damage suffered by Veltkamp B.V. as a result of or in connection with the execution of the agreement by vendor. The obligation to pay compensation of vendor does not include loss of sales and loss of production, unless vendor is insured against the latter loss.
17.2. Vendor indemnifies Veltkamp B.V. against any claims of third parties on compensation for damage implied by paragraph 1. In this paragraph third parties are also taken to mean personnel of Veltkamp B.V. and those who are contracted by Veltkamp B.V.
17.3. Vendor is obliged to sufficiently insure himself against his liability and risks as described in the previous paragraphs.

Insurance
Article 18
18.1. At the request of Veltkamp B.V. vendor will make available for inspection the insurance policies to be taken out by vendor pursuant to the provisions stated above.
18.2. If vendor in connection with his possible liability towards Veltkamp B.V. can invoke payment for claims pursuant to an insurance agreement, vendor will ensure that these
payments are directly made to Veltkamp B.V.; for this purpose Veltkamp B.V. may demand that:
* vendor takes out the insurance agreement for the purpose of Veltkamp B.V., or that
* vendor will transfer any insurance claim to Veltkamp B.V., such at the option of Veltkamp B.V. Vendor will give to Veltkamp B.V. an irrevocable power of attorney to receive payment of claims.
18.3. Insurance by vendor will not result in a limitation of his liability nor in joint liability of Veltkamp B.V.

Termination
Article 19
19.1. Veltkamp B.V. is authorized to terminate the agreement prematurely by means of a written notice to vendor, provided that this is effected while stating sufficient serious grounds. Immediately upon receipt of the written notice vendor will discontinue the execution of the agreement. Veltkamp B.V. and vendor will in that case enter into consultation about the consequences of such termination, on the premise that vendor is entitled to reasonable compensation, not consisting of compensation of loss of production and lost profit. The provisions in this paragraph will not apply to the cases mentioned in paragraphs 2 and 3.
19.2. If vendor fails to observe the agreement and in case of his bankruptcy or suspension of payments and in case of discontinuation, liquidation or takeover or any comparable situation of the company of vendor, vendor will be in default by operation of law and Veltkamp B.V. will be entitled a) to unilaterally terminate the agreement in full or in part by giving notice to vendor in writing; b) suspend payment obligations; c) commission the execution of the agreement in full or in part for the account and risk of vendor to third parties, such without Veltkamp B.V. being held to pay any compensation and without prejudicing any additional rights accruing to Veltkamp B.V., including the right of Veltkamp B.V. to full compensation.
19.3. All claims that Veltkamp B.V. might have or acquire in respect of vendor by reason of this Article will be fully due and payable with immediate effect.
19.4. If vendor invokes non-attributability of the default, paragraphs 2 and 3 will apply accordingly.

Applicable law and disputes
Article 20
20.1. The agreement and all agreements arising therefrom are exclusively subject to the law of the Netherlands.
20.2. Any disputes (including disputes only regarded as such by one of the parties) arising from this agreement or any agreements between parties arising therefrom, insofar as the law does not mandatorily provide otherwise, will be settled by the competent court in the district of Alkmaar, The Netherlands.
20.3. Contrary to the provisions in paragraph 2, Veltkamp B.V. is entitled to stipulate that the dispute be settled through arbitration. In that case arbitration will take place in accordance with the Regulations of the Netherlands Arbitration Institute (N.A.I.) in Rotterdam, The Netherlands.
20.4. The clauses of the Vienna Sales Convention are not applicable, nor are any future international regulations regarding the purchase/sale of movable property the effect of which can be excluded by parties.