Proviron

General Conditions of Purchase for Technical Goods

1 General

1. These general conditions apply to all deliveries of technical goods to Proviron, and prevail over the conditions of Sale of the Supplier. Supplier and Proviron should agree upon departure from our purchasing conditions in writing. Proviron does not accept the Conditions of Sale of the Supplier.
2. In case of contestation, the following conditions are applicable in order of precedence:
• The specific purchasing conditions of the purchase order
• These general conditions of Purchase Proviron for technical goods
• Request for the quotation
• The quotation itself

2 Quotations

1. Only the Supplier is bound by the quotations
2. The quotations must include all that is necessary to deliver goods that are complete and ready to work.
3. The Supplier will inform Proviron explicitly of all conditions and circumstances that apply to the proper use of the goods.
4. Delivery items shall comply with the material specifications stipulated by Proviron in the request for quotation; the goods will meet the technical equipment rules, are practicable and meet the safety requirements. They will comply with any current legislation. If the Supplier has technical propositions regarding the goods mentioned in the request for quotation, he will make them know to Proviron before he hands over a quotation. In that case the Supplier and Proviron mutually agree to make an alternative quotation

3 Orders

1. Only written orders by Proviron are valid.
2. The Supplier must confirm in writing the delivery time within one week after receipt of the order.

4 Delivery time

1. The agreed dates of delivery are binding.
2. Proviron has the right to interrupt the delivery for valid reasons. However, the delivery time will be extended accordingly, if the Supplier is not liable for the cause of the interruption.
3. Supplier must notify Proviron immediately of any obstacles in the delivery time, both orally and in writing. Supplier will communicate the expected delay of delivery. The delivery time will be extended after consultation with Proviron. If, however, the Supplier omits to inform Proviron in due time, Proviron has the right to a fixed compensation of 1% of the total order price per commenced week of delivery delay, without prejudice to its right of compensation for all proven damages deriving from such a delay.

5 Delivery

1. Goods are delivered DDP on Proviron’s Site in Oostende or Hemiksem as mentioned in the order.
2. Proviron will control the quality and quantity of the goods within two weeks of their delivery and on this basis accept the delivered goods (acceptance). If Proviron do not perform such a control within two weeks after delivery, the Supplier may grant them an adequate term for control and acceptance of the order.
3. Proviron can ask to accept goods in the manufacturing facilities of the Supplier (acceptance in plant).
4. Proviron can ask that goods, after being assembled and ready to work, be inspected by both representatives of the Supplier and of Proviron to exclude defects and to guarantee that the goods answer to the required specifications, a mutual report of which will be produced.
5. Supplier shall bear all risks of loss and damage to the goods until delivery and acceptance.
6. Proviron do not have to accept partial deliveries. If, however, Proviron accepts a partial delivery, this will not incur additional costs. The supplier will produce all certificates and technical documentation at the latest upon delivery.

6 Warranty

1. The supplier warrants that the delivered goods have no flaws that could reduce their value or practicability, that they meet the agreed specifications and that there is no lack in conformity with the agreed specifications.
2. The warranty covers a period of twelve months.
3. Replacements or repairs will be covered by the same warranty from the time of such delivery or repair and for a period of twelve months.
4. The delivered goods must comply with any legislation, o.a. the safety regulations.
5. Seller shall promptly make good at its expense any defect in the goods that Proviron discover under proper usage during the first of twelve months of actual use. Proviron shall be entitled to claim repair of the deficiency on Site in Oostende or free-of-charge delivery and assembly of replacement goods.
6. The supplier will remedy the deficiencies within the shortest possible term. In cases of emergency or of a not immediate fulfilment of the supplier’s guarantee obligations, Proviron is entitled to replace or repair defective parts and to remedy any damage and are at the supplier’s expense.
7. Goods that are rejected remain at the disposal of Proviron until replacement. They will be passed to Supplier’s ownership in the event of a flawless replacement.
8. The supplier must warrant spare parts and repairs for the same period as the term of guarantee of the goods itself.
9. The objection of delayed notice of defects by Proviron is excluded.

7 Patent infringement

1. The supplier warrants that its delivery is not subject to the rights of any third party and that the deliveries of the items according to the contract do not infringe patents or other protective rights of third parties.

8 Invoicing and payments

1. Invoices are sent to Proviron by post after delivery, for the attention of the accounts department at the address stated in the Proviron shipment instructions. The invoices may under no circumstances accompany the delivered goods.
2. Payment term is 60 days after end of the month date of invoice.
3. Proviron only pays the invoice after acceptance of a complete and flawless delivery, including all necessary documents.

9 Secrecy

1. Any information deriving from Proviron’s property or otherwise communicated to Supplier in connection with the order, any technical or commercial detail in the context of the delivery, shall be kept secret and confidential.
2. The supplier will enjoin this same secrecy to its staff. 9.3 Upon demand of Proviron, Supplier will surrender any such material immediately. Any of the copies.

10 Shipment

1. Shipment is done according to the ‘General shipment instructions for delivery to Proviron’ or according to eventual additional shipment instructions mentioned in the order.
2. For shipments with fixed prices per unit of weight, the weight recorded on the weighbridge of Proviron counts.
3. A deviation of only 5% (in plus or minus) to the weight of the order/quotation is allowed, except different conditions. Additional weight will not be paid.

11 Alterations

1. Supplier will timely inform Proviron off all alterations that could have an impact on the quality and/or specifications of the goods to be delivered. .
2. If the supplier does not inform Proviron of an alteration as mentioned above, Proviron will have the right to refuse the goods and/or ask for a reimbursement of the damages Proviron suffered due to non-conformity of the delivery goods.

12 Liability

1. Supplier shall indemnify Proviron against any loss, actions, costs and liabilities which they may occur in respect of personal injury to its staff or in respect of damage to the delivered goods which shall have occurred in connection with any work executed by Supplier or its subcontractors.
2. Proviron may claim indemnification for all damages caused by late delivery of the goods or by any defects to the delivered goods.
3. Proviron is not liable for loss or damage to equipment, tools, lifting devices or other objects belonging to Supplier, its employees or its subcontractors.

13 Insurance

1. Supplier shall hold satisfactory insurance cover to fulfil its insurance obligations for the duration of the order.
2. Satisfactory evidence of such insurance and payment of current premiums shall be shown to Proviron upon request.
3. The liability of the Supplier is not restricted to the amount of the insurance cover.

14 Cancellation

1. Proviron has the right to cancel the Purchase Order at any time by sending a registered letter.
2. If the cancellation is the result of non-conformance with the requirements of the order, then the Supplier has no right to any payment of any costs to that date. Supplier will repay any moneys already to Proviron, ao advance payments, without any retention or offset whatsoever.
3. If, however Proviron cancel the order and Supplier is not liable for the cancellation, Proviron will pay to Supplier the cost of any commitments, liabilities or expenditure which are consequence of the order at the time of termination.
4. The loss of profit will not be compensated.

15 Publicity

1. Supplier shall not without prior consent of Proviron advertise or publicly announce that he is undertaking this order.

16 Law

1. The order shall be subject to Belgian Law. Disputes regarding these conditions and agreements shall be governed by the exclusive jurisdiction of the registered office of Proviron.