General purchasing conditions

These are the general purchasing conditions (hereinafter: the “General Conditions”) of Paletten Roels BV (hereinafter: “Paletten Roels bv”), having its registered office at 9160 Lokeren, Dijkstraat 12, registered in the KBO under number 0848.299.543 (email: verkoop@palettenroels.be / telephone: +32 477 88 63 39).  

Article 1: Scope and Purpose

1.1. These General Conditions apply to all purchase orders and all purchases by Paletten Roels of goods and/or services, to the exclusion of any provisions or conditions of the supplier included in quotations, correspondence, price lists, order confirmations, invoices, delivery notes and/or any other documentation relating to the goods and/or services, including any sales conditions of the supplier. The supplier hereby waives all statutory rights to invoke, where applicable, such provisions and conditions, unless the supplier and Paletten Roels have explicitly agreed otherwise in writing.

1.2. Subject to the conditions and modalities set out below, Paletten Roels bv places an order for the purchase of goods and/or services.

Article 2: Conditions of the Order

2.1. Individual orders must be agreed in a separate Purchase Order in which the specific modalities and arrangements relating to the order are determined.

2.2. Each order is governed both by the conditions set out in the Purchase Order and by these General Conditions. The Purchase Order and these General Conditions form one single whole.

2.3. In the event of any conflict between the conditions stated in the Purchase Order and these General Conditions, the Purchase Order (and any annexes thereto) must prevail over these General Conditions.

Article 3: Formation of the Order

3.1. Every order and any modification thereof must be drawn up in writing and duly signed by an authorised representative of Paletten Roels. Paletten Roels does not recognise verbal orders.

3.2. When an order is placed by means of a Purchase Order issued by Paletten Roels, Paletten Roels is only bound once it has received the acknowledgement of receipt of the unconditionally accepted Purchase Order signed by the supplier. This acknowledgement applies equally to any annexes mentioned in or attached to the Purchase Order. A late return of the acknowledgement of receipt has no effect on delivery deadlines, unless the supplier notifies Paletten Roels thereof in writing within two (2) days, after which Paletten Roels must have two (2) days to notify the supplier in writing that it renounces the order.

3.3. If the order is performed in whole or in part before Paletten Roels has received the acknowledgement of receipt—for example through invoicing or performance— the supplier must be deemed to have accepted all provisions of the order in their entirety, irrevocably and implicitly.

Article 4: Warranties

4.1 The Supplier warrants that: 

the goods comply with the specifications stated in the Purchase Order, are ready for immediate use, are of sound commercial quality, free from visible or hidden defects, not encumbered by privileges, security rights or charges, not subject to seizure, comply with all applicable requirements regarding reliability and service life (including uninterrupted functionality), comply with all applicable regulatory requirements (including technical, safety and health standards) in force at the place and time of delivery, and are suitable for the purpose and use intended by Paletten Roels, insofar as this purpose or use has been specified, or—if not specified—are suitable for the purpose or use customarily associated with such goods.

4.2. The goods (including replacement parts and labour) are covered by a warranty against all material defects, design and manufacturing faults, operational deficiencies, and other defects for a period of one (1) year from their acceptance. All related costs (including travel and accommodation expenses) must be borne by the supplier.

4.3. Each time the supplier accepts an order for goods from Paletten Roels, this implies the supplier guarantees the supply of the necessary replacement parts in the event the goods show defects.

4.4. The supplier must indemnify and hold harmless Paletten Roels and its affiliated companies from and against all liabilities, judgments, damages, losses, and expenses arising from breaches of the above warranties or negligence by the supplier in performing the Purchase Order.

4.5. The supplier must ensure strict compliance with all applicable laws and regulations relating to data protection.

4.6. The supplier warrants that its personnel possess the necessary skills and expertise to manufacture and deliver the goods. All personnel of the supplier entering the premises or production facilities of Paletten Roels in connection with the delivery of goods or services must comply with all applicable laws, including environmental regulations and safety and health rules, as well as all applicable guidelines and company regulations of Paletten Roels. Paletten Roels reserves the right to deny access to any personnel of the supplier not complying with the above. For clarity, the supplier must ensure (for subcontractors approved by Paletten Roels) that their subcontractors and their personnel comply with this Article 4.7.

4.7. The personnel involved must at all times remain solely under the responsibility, direction, authority, and supervision of the supplier.

Article 5: Confidentiality

5.1. All information provided by or on behalf of Paletten Roels to the supplier (including Purchase Orders, designs, drawings, images, and know-how), of any nature and in any form whatsoever, is confidential. The supplier may not use this information for any purpose other than performing the agreement.

5.2. The information referred to in paragraph 1 may not be disclosed, reproduced, or communicated to third parties by the supplier.

5.3. If the supplier breaches any of the obligations in paragraphs 1 or 2, the supplier must owe, by operation of law and per infringement, a lump-sum indemnity of EUR 1,000.00. The supplier acknowledges that this lump-sum indemnity corresponds to the damage suffered by Paletten Roels in the event of such breach. This is without prejudice to the right of Paletten Roels to claim higher compensation if it proves greater actual damage.

5.4. To the extent that the supplier provides information expressly designated in writing as confidential and constituting a trade secret, the same obligations apply for the benefit of the supplier.

Article 6: Delivery Period

6.1. No delivery is accepted unless it has been confirmed in writing by means of a Purchase Order issued and signed by an authorised signatory of Paletten Roels.

6.2. The delivery period stated in the Purchase Order for goods and/or services must be strictly observed. If the supplier fails to deliver in full or in part within the agreed period, Paletten Roels is automatically entitled to a lump-sum indemnity equal to 1% of the value of the Purchase Order per commenced week of delay, up to a maximum of 10 weeks, without prejudice to its right to claim higher damages.

6.3. If the delay jeopardises the performance periods of other obligations of Paletten Roels and Paletten Roels is required by its client to pay penalties or other charges, the supplier must additionally indemnify Paletten Roels—upon simple notification—for all penalties, fines, and damages determined by the client of Paletten Roels.

6.4. Without prejudice to the above, in the event of delay, Paletten Roels is entitled to terminate the Purchase Order, in whole or in part, by registered letter without any compensation and without court intervention, and/or to complete the order through another supplier at the expense and risk of the supplier, and/or to take all measures provided in the specifications of the Purchase Order.

6.5. Partial delivery of goods and/or services is not permitted unless expressly approved in writing by Paletten Roels. If full or partial non-delivery exceeds two (2) full weeks, Paletten Roels reserves the right to transfer the order, in whole or in part, to another supplier at the expense and risk of the defaulting supplier, upon simple notification.

6.6. The supplier may deliver goods and/or services earlier than the date stated in the Purchase Order only with the express written approval of Paletten Roels. Absent such approval, early delivery is not permitted and must take place entirely at the supplier’s risk. Under no circumstances must payment for such early delivery be made prior to the originally foreseen payment date in the Purchase Order.

Article 7: Shipping

7.1. The supplier must strictly comply with the shipping instructions stated in the Purchase Order. In the absence of specific instructions, shipping must occur via the least expensive suitable means of transport and costs must be limited to the strict minimum. Shipments are made at the supplier’s risk. The supplier bears all costs for any loss of or damage to the goods, or caused by the goods, due to inadequate packaging, protection, or security.

7.2. Paletten Roels must be notified of any planned shipment at least two (2) working days before the delivery date by written notification indicating (i) the full name and address of the supplier, (ii) the shipping date, (iii) the order number, (iv) the reference markings on the packaging, (v) the weight, and (vi) all other indications useful for receipt and inspection of the goods. If this notification is missing, Paletten Roels may refuse acceptance and return the shipment immediately at the supplier’s expense and risk. Upon delivery, a second original copy of the shipping notice must accompany the goods.

7.3. Any costs arising from non-compliance with Paletten Roels’ instructions must be charged to the supplier.

Article 8: Receipt and Inspection

8.1. Unless otherwise agreed in the Purchase Order, the order must be delivered and unloaded at the premises of Paletten Roels.

8.2. The order comprises the goods, services, and all items belonging thereto, directly or indirectly, so that the delivery is ready for use with all necessary and useful accessories for their intended and optimal use.

8.3. If the goods and/or services are non-conforming, Paletten Roels has the right, at its sole discretion, to either (a) accept the delivery subject to conditions, or (b) reject the goods and/or services at the supplier’s expense, without prejudice to its right to claim damages and its right to request (at no cost to Paletten Roels) replacement of the goods or services, or reimbursement of amounts already paid.

8.4. Goods must be stored solely at the supplier’s cost, risk, and responsibility, and such storage can never be invoked as evidence of acceptance of a delivery.

8.5. Neither the use of all or part of the delivered goods and/or services, nor the signing of any document confirming receipt, implies acceptance of non-conforming goods and/or services. Paletten Roels has the right to reject all non-conforming goods and/or services within fifteen (15) days of receipt (for visible defects) or after detection of the defect (for hidden defects) by Paletten Roels or its authorised representative.

Article 9: Transfer of Risk and Ownership of Goods

Ownership and risk in the goods must transfer to Paletten Roels upon (i) their delivery or, where applicable, installation or assembly, and (ii) their acceptance by Paletten Roels. If the goods are rejected by Paletten Roels after delivery, risk and ownership remain with the supplier.

Article 10: Price

The purchase price stated in the Purchase Order is fixed and not subject to revision or indexation. This price is all-inclusive, covering all additional costs such as transport, insurance, administration costs, packaging, installation and connection, and the cost of necessary accessories. If the Purchase Order does not specify an exact purchase price, the ordered goods and/or services may not be invoiced at a price higher than that paid for the previous Purchase Order without the prior written consent of Paletten Roels.

Article 11: Payment

11.1. Unless expressly agreed otherwise in writing, the delivered goods and provided services may only be invoiced after acceptance of the delivery, and invoices must be due and payable 30 days after receipt of the undisputed invoice. The supplier must issue a separate invoice for each individual order of goods and/or services, stating the order number mentioned in the Purchase Order and any other references required by the Purchase Order. The original invoice must be sent to the e-mail address stated in the Purchase Order.

11.2. In the event of late payment, and only after fourteen (14) days following a formal notice sent by registered letter, interest must be charged at a maximum rate of 6% per year. The supplier has no right to, and hereby waives, any other collection costs or additional damages, including legal costs.

11.3. Paletten Roels may suspend payment of invoices relating to non-conforming goods and/or services, or otherwise goods and/or services not provided in accordance with the Purchase Order.

11.4. The supplier must state the relevant purchase order number on all delivery documents, invoices, and correspondence. If this number is missing, Paletten Roels may postpone payment until the number is communicated, and the supplier may not charge any interest or additional costs.

11.5. Paletten Roels is entitled to set off any amount due under the Purchase Order against any outstanding contractual or non-contractual claim against the supplier.

Article 12: Force Majeure and Hardship

12.1. The supplier is not liable for delays or failure to perform its obligations due to events beyond its normal control that wholly or partially prevent fulfilment. The following do not constitute force majeure for the supplier, its agents, or subcontractors: non-delivery or late delivery by suppliers or third parties, import or export restrictions or other government rules, price increases of goods and/or services by subcontractors, etc.

12.2. The supplier is not liable for late or early delivery or other shortcomings caused by force majeure, provided the supplier notifies Paletten Roels immediately of the occurrence and end of the force majeure situation that prevents timely performance.

Article 13: Liability

13.1. The supplier bears full responsibility and must indemnify and hold harmless Paletten Roels, without limitation, against all direct and indirect damage, costs (including transport, disassembly, reassembly, and recommissioning), losses, and defence costs resulting from a breach by the supplier of these General Conditions or the Purchase Order, or resulting from any defect or non-conformity in the goods.

13.2. The supplier must indemnify and defend Paletten Roels against all claims from the client, third parties, and any claim based on product liability.

Article 14: Assignment and Subcontracting

The supplier may not assign or subcontract the performance of the Purchase Order, in whole or in part, without the prior written consent of Paletten Roels. If the supplier subcontracts the order in whole or in part, it remains fully and exclusively responsible and liable for the correct performance of the Purchase Order. The subcontractor may also be addressed directly by Paletten Roels, and the supplier may not allow the subcontractor to exclude its liability towards Paletten Roels in the agreement between the supplier and its subcontractor.

Article 15: Termination

Paletten Roels may terminate the Purchase Order at any time, with immediate effect, without prior judicial authorisation and without payment of compensation, in the following cases: (i) if the supplier fails to perform one or more obligations under the Purchase Order in a timely and proper manner after having been put in default. 
(ii) if confidence in the supplier’s creditworthiness is impaired due to acts of enforcement, cessation of payment, or initiation of insolvency proceedings;
(iii) liquidation or cessation of the supplier’s activities;
(iv) full or partial non-delivery within the period stated in the Purchase Order, provided the delays are at least two full weeks;
(v) any breach by the supplier that is not fully remedied within fourteen (14) calendar days after written notice by Paletten Roels (or immediately if the breach cannot be remedied within that period).

Article 16: Intellectual Property Rights

16.1. Drawings, images, calculations, work methods, and procedures provided by Paletten Roels remain its property and may not be reproduced, copied, disclosed, or otherwise used by the supplier except for the performance of the Purchase Order. Upon request, the supplier must return these documents at its own expense after delivery.

16.2. Items and methods developed by Paletten Roels in cooperation with or on behalf of the supplier become the property of Paletten Roels and may be made available to third parties only with its written consent. Knowledge acquired by Paletten Roels in this regard is exclusively available to Paletten Roels and may not be disclosed or used by the supplier for itself or third parties, unless Paletten Roels has given prior written consent. The supplier hereby assigns, unconditionally and free of charge, any intellectual property rights thereto to Paletten Roels, which Paletten Roels accepts. If formal acts are required for registration, the supplier hereby irrevocably authorises Paletten Roels to undertake these acts.

16.3. As far as intellectual property rights apply to goods or services delivered by the supplier and the supplier can prove such rights existed prior to the Purchase Order or were developed independently, those rights remain with the supplier. The supplier grants Paletten Roels a non-exclusive, perpetual, irrevocable, worldwide, transferable right to use such rights for any purpose associated with Paletten Roels’ business. This includes the right to grant such usage rights to customers or third parties connected to its operations.

16.4. The supplier warrants that performance of the Purchase Order does not infringe any intellectual property rights (including copyrights, patents, designs, trademarks) of Paletten Roels or third parties. The supplier indemnifies Paletten Roels against all third-party claims and resulting damages.

16.5. The supplier may not use the trade name or logo of Paletten Roels without prior written consent.

Article 17: Safety and Health

17.1. The supplier must at all times ensure compliance with all safety and health laws and regulations applicable at the place and time of delivery and must provide a written statement confirming such compliance at the simple request of Paletten Roels, including all requirements set out in the Purchase Order.

17.2. The supplier must strictly comply with the admission, access, and safety procedures in force at Paletten Roels and must inform its personnel thereof. Any delivery on Paletten Roels’ premises by supplier personnel is entirely the supplier’s responsibility. The supplier is also responsible for any breach of safety and workplace protection regulations.

Article 18: Processing of Personal Data

18.1. To the extent that Paletten Roels receives personal data from the supplier, it acts as controller within the meaning of the General Data Protection Regulation. Paletten Roels takes data protection seriously and refers to its privacy statement (link on website).

18.2. Paletten Roels and the supplier undertake to conduct their activities in accordance with their respective Codes of Conduct.

Article 19: Confidentiality

All confidential information disclosed by Paletten Roels remains its property, may be used only for the execution of the Purchase Order, and may not be disclosed to third parties without written consent. The supplier may not take photos or (video) recordings of installations or machines at Paletten Roels’ premises, including goods delivered or installed by the supplier.

Article 20: Nullity and Entire Agreement

20.1. These General Conditions constitute the entire agreement between the supplier and Paletten Roels regarding the subject matter, excluding any sales conditions of the supplier. Amendment of one or more clauses does not affect the continued applicability of the remaining clauses.

20.2. If any provision is declared excessively broad, it must nonetheless be enforceable to the maximum extent permitted by law. If any provision is declared wholly invalid, the supplier and Paletten Roels must replace it in good faith with a provision that approximates its economic effect as closely as possible. The invalidity of any clause does not affect the validity of the remaining provisions.

Article 21: Applicable Law and Competent Court

21.1. Belgian law applies.

21.2. The Vienna Sales Convention of 11 April 1980 does not apply, nor any other international regulation that may be excluded.

21.3. In case of disputes, only the courts of the judicial district and division of the registered office of Paletten Roels are competent.

ANNEX 1: PURCHASE ORDER 

BETWEEN: 

IT IS HEREBY AGREED AS FOLLOWS:

Article 1 – General Purchasing Conditions

This Purchase Order is signed within the framework of the General Purchasing Conditions of Paletten Roels, which apply in full to the orders as described in this Purchase Order, to the exclusion of any sales conditions of the Supplier.

Article 2 – Description of the Assignment

The Supplier undertakes to carry out the following order for the Client (description):

………………………………………………………………………………………………………………………………. 

………………………………………………………………………………………………………………………………. 

………………………………………………………………………………………………………………………………. 

Place of delivery of the order: …………………………..

Date of delivery of the order: …..…………………….. 

number or name (to be mentioned on the invoice): ……………………………..

Article 3 – The Compensation

The Parties agree on the following compensation (tick as appropriate):

☐ a lump sum compensation in the amount of [amount] EUR; or 

☐ a compensation calculated at a unit price of [amount] EUR.

Article 4– Order Specific Arrangements

For the aforementioned order, the Parties agree on the following (optional) additional arrangements which, where applicable, derogate from the General Purchasing Conditions and are specific to this order:

………………………………………………………………………………………………………………………………. 

………………………………………………………………………………………………………………………………. 

………………………………………………………………………………………………………………………………. 

Executed in …………………………. on … / … / … in two original copies, of which the Parties jointly declare that they have each received one signed copy.

Attachments (to be initialed):

1. [name];