General ordering and purchasing conditions for Etabl. J. Soubry N.V., Foodpack N.V., Nop-o-lac N.V. and Soubry Nederland B.V.

1. An order or purchase of goods or services to be delivered is only final after signature of the purchase order by a person authorised thereto from Etabl. J. Soubry N.V. or Foodpack N.V. or Nop-o-lac N.V. or Soubry Nederland B.V. (called the buyer hereinafter).
2. Exclusively the following general purchasing terms apply to all purchases, orders and activities related to those, unless we explicitly allow deviations hereof, in writing. The goods and their delivery have to comply with the specifications and terms of delivery of the present order, which are to be interpreted strictly. By confirming or delivering our order the seller agrees with our general terms of purchase. Should the seller confirm our order with different general terms, still it will be our general purchasing terms which will apply, even though we did not explicitly object to this deviation.  Our general terms of purchase also apply to future purchases and orders, even in the case we should not explicitly refer to them.
3. All prices are fixed and applicable for delivery in appropriate packaging, DDP to Etabl. J. Soubry N.V. Roeselare, at the correct delivery address and with transport adapted to the product. Any price increase must be accepted in writing by the buyer. These new prices shall only apply three months after the buyer is notified thereof by registered post.
4. If the seller delivers to a different delivery address than that stated on the purchase order, then the buyer shall claim the transport costs and handling costs from the seller.
5. Delivery must be realised on Euro pallet (provided with an Epal label), Chep or IPP pallets, in good condition.
6. The delivery by the seller must be sent in a single shipment, in appropriate packaging to Etabl. J. Soubry N.V. Roeselare, together with the detailed dispatch note including reference to the purchase order number from the buyer, the number of packages, description, amount and weight of that delivered, to the correct delivery address on working days between 7:30–12:00 and 12:30–15:30. Deliveries in the collective leave of the buyer are not possible (usually during the week of 21 July and between Christmas and New Year). Delivery at deviating times is only possible after explicit authorisation from the buyer. The deliveries must be realised in accordance with the applicable BRC and IFS standards. These standards are also applicable to drivers and escorts.
7. The signature by the buyer of the dispatch or delivery note from the seller is only valid for receipt of the number of packages and does not imply any agreement regarding content, number and visible defects for which we shall have a minimum of twelve working days to formulate any remarks.
8. The delivery time agreed is essential to the buyer. Early deliveries may be refused or returned at the cost and risk of the seller or payment for these may be suspended until after the agreed time. If late deliveries cause machine stoppage or a late delivery to the buyer’s customers, then the buyer reserves the right to charge any direct or indirect costs to the seller as well as any additional damages.
9. The invoices and letters from the seller are only valid if sent in duplicate to the buyer, with reference to the buyer’s purchase order number and the seller’s references on the dispatch note signed by the buyer. Electronic invoices are valid after our explicit agreement.
10. These invoices are payable 60 days from the end of the month + 5 days from receipt thereof by the buyer.
11. Each delivery of goods and corresponding packaging must comply with the specifications agreed, the legislation and regulations in force (Belgian legislation, European legislation, Swiss legislation, Codex Alimentarius). Generally valid, even unwritten, rules and standards regarding public health, safety, good workmanship, ergonomics and environment are also applicable. If applicable, goods or services must also comply with the BRC and IFS standards in force.

• Furthermore the following specific points are applicable to food products and primary packaging materials:
  1. food products (wheat, ingredients, auxiliary raw materials): complying with the specifications as agreed between the parties and with the legislation and regulations in force on hygiene and food safety, regarding additives, aromas and technological auxiliary materials, on residues and contaminants concerning chemical products in foods, on water quality, on Genetically modified organisms (GMO) and if applicable, on pasta, flour and bread, special foods, organic foods, mousse/pudding/custard, Novel Food and animal feed;
  2. all raw materials, ingredients or auxiliary materials are from the EU, Swiss or Norwegian origin, barring explicit and written approval by the buyer;
  3. primary packaging materials: the most recent legislation, regulations and pending regulations, guidelines within the EU and Switzerland on primary packaging, including but not restricted to contaminants;
  4. the legislation and regulations on labelling and advertising;
  5. legislation and regulations on radioactivity;
  6. legislation and regulations on transport.

• The following conditions are applicable for machines:
  1. all costs covering (parts, transport, travelling costs, hourly fees, etc.) warranty period of 2 years;
  2. loss of use to be calculated on proven extra direct or indirect costs;
  3. conforming completely to CE legislation (EU and Belgian legislation);
  4. provided with the necessary Dutch documentation (instructions for use, maintenance prescriptions, etc.);
  5. delivery warranty for all parts for 10 years.

• The following special conditions are applicable to services:
  1. carried out by personnel working according to Belgian legislation;
  2. working according to the guidelines for subcontractors determined by the buyer.

• The following special conditions are applicable to dangerous goods, substances or preparations :

In case of an order for the delivery, packaging and / or transport of dangerous goods, substances or preparations, the supplier expressly guarantees that the products as well as their packaging and transport are at all times in accordance with the at that time applicable statutory, government and safety regulations and recommendations. The supplier will protect Etabl. J. Soubry N.V. against any liability and / or damages that relate to them. A Material Safety Data Sheet or MSDS, most recent version, is to be delivered free of charge prior to delivery. For substances and mixtures not classified as dangerous the supplier must provide prior to delivery following information: the proper use, storage, evacuation and preventive measures to be observed by the user.

• The following stipulation is applicable for work of construction :
  • You will comply with all formalities, registrations and subscriptions to perform the services lawfully and validly and you are solely responsible for fulfilling all legal, contractual or regulatory obligations on general working conditions, social security and / or taxation with respect to your employees, and this without any indemnification from Soubry. You guarantee particular respect of your commitment to your employees to pay in time the wages to which they are entitled in accordance with the applicable regulations. These obligations are also to be observed by subcontractors or third parties you work with.
  • You are obliged to compensate Soubry for all possible costs and losses due to non-compliance with social and fiscal obligations by yourself or your subcontractors, at whatever level. This includes any fines and / or amounts imposed to Soubry in application of Article 30bis and following of the Law of June 27, 1969 (NSSO Act), and Article 402 and 403 of the Code of Income Tax (CIR) in 1992 and Articles 17 till 34 of the Law of February 11, 2013 laying down the sanctions and measures against employers of illegally staying third-country nationals, and / or Article 35/2 of the Law of April 12, 1965 on the protection of the wages of employees.
  • You must demonstrate that you have no tax or social security debts, both at the outset of a mission belonging to the scope of that legislation and the due date of the invoices submitted by you. If not, Soubry can be obliged, according to Article 30bis of the NSSO Act and following, and Article 402 and 403 of the Code of Income Tax, to withhold maximum 50% of the invoice amount and to pay respectively 35% and / or 15% to the NSSO and the Administration of Finance. Moreover, in case of tax and / or social security debts, Soubry will withhold the maximum amount that may be imposed as a penalty by the NSSO or the Administration of Finance for late payment. This means the double of the amounts to be paid.  This withholding by Soubry can only be released if unequivocally demonstrated that the NSSO or the Administration of Finance no further claim any penalty.
  • In no case you should appeal to a subcontractor or a third party having tax and / or social debts (statement in the database of the social security and the tax authorities) at the time the agreement is made or at the time a part of the invoice is to be paid, or failing to meet its obligations to pay its employees on time the remuneration to which they are entitled.
  • There is no direct contractual link between Soubry and your subcontractor(s). You are and remain always completely and unlimitedly liable for all deliveries and work carried out by yourself or by your suppliers or subcontractors, and also as regards the fulfillment of the social law and / or fiscal and other legal obligations by subcontractors.

12. If one of the parties becomes aware of a fault in the goods or services delivered (including the packaging), then they must immediately notify the other party thereof. The buyer and seller shall subsequently take all necessary measures in the circumstances by mutual consultation. These may entail that deliveries are ceased, that the production of products is stopped, that the stocks of products (whether or not with the Buyer’s customers) are blocked and/or that a recall takes place. The buyer is solely entitled to decide which of these measures is necessary and how it shall be executed. The seller must provide all reasonable cooperation in the execution of these measures and, if the cause thereto is attributable to the seller, shall bear the costs thereof. The seller is obliged to keep all information in connection with the actual or any measures to be taken confidential.
13. Any cooperation of the buyer to or approval of the seller’s proposals, plans or tests only relates to obviously visible faults and does not imply any discharge of the seller’s liability.
14. The whole or partial transfer by the seller of the order to third parties is not permitted without prior written approval from the buyer. If the buyer gives this permission, this implies the permission on the part of the seller for the buyer to have direct contact with the subcontractor or supplier and to give instructions.
15. If the buyer makes materials such as raw materials, auxiliary materials, tools, etc. available to the seller, these shall remain the property of the buyer. The seller shall keep these separate from objects belonging to themselves or third parties. The seller shall mark the goods as the property of the buyer.
16. The seller acknowledges at the execution of the order that they may become aware of confidential information of the buyer. This information shall remain the exclusive property of the buyer and may not be made public, disclosed to a third party or used for any purpose other than for the execution of the order without prior written agreement from the buyer. The seller shall not make any information known to third parties concerning its relationship with the buyer without explicit written agreement from the buyer. The seller is responsible for imposing the same confidentiality clause on its staff or third parties involved in the execution of the order.
17. Any breach by the seller of their contractual obligations shall entitle the buyer to choose, without any prior formal warning and/or intervention from the court being required, and without the buyer owing any compensation, and without the choice of one option invalidating the others:

• the immediate replacement free of charge by the goods or service delivered by the seller with a new object;
• the compensation of all damages arising from the seller’s fault, at least equal to 1% of the purchase price per day of delay, or 25% of the purchase price in the case of dissolution; which the buyer may deduct from the amounts that the buyer may still owe the seller;
• to refuse the delivery or return it to the seller, for which the costs and risks are payable by the seller;
• to dissolve the agreement by registered letter.

18. Any dispute relating to these conditions and the order shall fall under the competence of the courts of Kortrijk. Only the buyer may deviate from this rule. The relationships between the contracting parties shall be governed by Belgian law. The Vienna Convention is not applicable.

 

Algemene voorwaarden : Op simpel verzoek, zal een Nederlandse vertaling van onze algemene bestellings- of aankoopvoorwaarden kosteloos verstuurd worden. Het feit dat deze vertaling niet voorkomt in dit document, kan niet ingeroepen als argument dat deze condities ongekend of niet geaccepteerd werden.

Conditions générales : Sur simple demande une traduction française de nos conditions générales d’achat sera envoyée gratuitement.  Le fait que cette traduction ne figure pas sur le présent document ne peut être invoqué pour alléguer que lesdites conditions étaient non connues et non acceptées.

Allgemeine Bedingungen : Eine deutsche Übersetzung unserer allgemeinen Einkaufs-bedingungen werden auf einfache Anfrage kostenlos zugeschickt. Der Umstand, dass diese Übersetzung nicht auf diesem Dokument wiedergegeben ist, kann nicht geltend gemacht werden, um zu behaupten, diese Bedingungen seien unbekannt und nicht angenommen worden.