GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF PRODUCTS AND SERVICES OF PRODUCT SOURCING

1. Definitions

The following definitions shall be assigned the following meanings in these General Terms and Conditions for the purchase of Products and Services and in the Agreements to which they apply: 

Agreement(s): the agreement(s) between Product Sourcing and the Supplier, any amendment or supplement thereto, and the General Terms and Conditions applicable to Agreements;

General Terms and Conditions: these General Terms and Conditions for the purchase of Products and Services; 

Product(s): the (parts of) goods to be delivered or supplied by Supplier to Product Sourcing, including product documentation, instructions for use and packaging;

Quotation(s): the written (or electronic) description of the Products and/or Services to be supplied by Supplier to Product Sourcing, to which the General Terms and Conditions apply;

Product Sourcing: Product Sourcing, established in (1431 GG) Aalsmeer, Lakenblekerstraat  24, registered with the Chamber of Commerce under number 83835555;  

Service(s): the activities described in the Quotation and to be performed by Supplier for Product Sourcing;

Supplier: the counterparty to the Agreement, who supplies Products to Product Sourcing. 

2. General

2.1 – The following General Terms and Conditions shall apply to all transactions including future transactions with regard to the purchase of Products and Services by Supplier to Product Sourcing, and are also applicable to all other transactions, legal or otherwise, between Parties, whether preparatory or executory in nature. If the Supplier accepts and executes an order by Product Sourcing, he shall be deemed to have unconditionally acknowledge these General Terms and Conditions. 

2.2 – The applicability of other General Terms and Conditions (including those of the Supplier) is expressly excluded.

2.3 – Deviations from the General Terms and Conditions are only valid if explicitly confirmed in writing by Product Sourcing. Deviations from the General Terms and Conditions with regard to a particular Agreement, shall only be applicable on such specific Agreement. 

2.4 – If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, the other stipulations in these General Terms and Conditions or the Agreement nonetheless remain in effect.

2.5 – If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, Parties must negotiate the terms of a new stipulation which mirrors as closely as possible the substance and the intent of the original stipulation.

2.6 – In the event of uncertainty as to the interpretation of one or more stipulations in these General Terms and Conditions, they must be interpreted in the spirit of the stipulation or stipulations concerned.

2.7 – In situations not regulated by these General Terms and Conditions, Parties must assess the situation in the spirit of these General Terms and Conditions.

2.8 – Failure by Product Sourcing to require strict compliance with these General Terms and Conditions at all times does not imply that the provisions of these General Terms and Conditions do not apply at all, or that Product Sourcing has given up its right to require strict compliance with these General Terms and Conditions in other cases.

2.9 – The term “in writing” with regard to communications between Product Sourcing and the Supplier also refers to electronic communications. Product Sourcing’ electronic system is the sole source of proof of the content and time of receipt and transmission of the electronic communications in question. 

2.10 – In interpreting the meaning of these General Terms and Conditions, the Dutch version supersedes all other versions.

2.11 – In the event of any inconsistency between an Agreement, these General Terms and Conditions and the Quotation, precedence is given, in descending order, to the Agreement, these General Terms and Conditions and, finally, to the Quotation.

3. Formation of the Agreement

3.1 – Supplier’s Quotation and consulting services are always free of charge and not binding for Product Sourcing. Supplier is required to independently obtain all necessary information concerning all details which could possibly affect and/or be of importance for the execution of supplies and/or Services or the subject-matter of a Agreement or the preparation of Quotations. 

3.2 – Whenever orders are placed verbally by phone or in writing (via e-mail) by Product Sourcing, Supplier is responsible for the consequences of any erroneous orders caused by hearing mistakes or misunderstandings.

3.3 – By acceptance of an order by Supplier, Supplier declares to be reliable and able to supply the requested Products and/or Services. As a result, Product Sourcing reserves the right to cancel an order if after closing Product Sourcing comes aware of circumstances which may seriously question Supplier’s ability to supply or affect his reliability.

3.4 – Supplier shall be bound to documents and information issued by Supplier, including but not limited to representations, descriptions, drawings and trademark notices. Any details, technical advisory services and other information provided by Supplier shall be binding and will give rise to Supplier’s liability. 

4. Modifications to the Agreement

4.1 – Product Sourcing may request at any time changes in the composition, process, execution, specifications and/or target dates relating to the any Agreement with Supplier, unless explicitly agreed otherwise. 

4.2 – Supplier shall implement the required modifications as requested by Product Sourcing.

4.3 – Supplier is not allowed to change the characteristic, composition or the (way of) fabrication of purchased Product, unless Product Sourcing is requesting such change or with the written consent of Product Sourcing. 

4.4 – Whenever Supplier becomes aware of or notices technical innovations, perfections and improvements during performance of a contractual Product, Supplier shall notify Product Sourcing without delay and shall deliver to Product Sourcing free of charge any technical documentation which allows Product Sourcing to best possibly decide on whether to implement or not to implement these innovations, perfections and/or improvements in the existing Products.

5. Prices and payment

5.1 – The Supplier warrants for the correctness of pricing. Unless expressly agreed otherwise in writing, the agreed prices shall be fixed prices. 

5.2 – Unless expressly agreed otherwise in writing, the agreed prices always include costs of shipment, transport, insurance and packaging, if any, customs duties, customs clearance, road toll and taxes. Supplier shall also pay customs duties and freight costs, if any. 

5.3 – Unless otherwise agreed, payments shall be made within thirty (30) days net after complete, flawless delivery and receipt of the invoice, provided that verifiable invoices are received in due time. Original invoices shall be sent to Product Sourcing and must be issued according to the requirements of Product Sourcing. Whenever Product Sourcing accepts early deliveries, payments are due according to the agreed delivery date. 

5.4 – In the event of an Agreement that is performed incrementally, Product Sourcing is entitled to pay per partial delivery.

5.5 – Payments are made by transfer to the bank account which Supplier has indicated in writing. Payment transaction fees, if any, are payable by Supplier. Payments shall be deemed made once bank transfer was arranged. 

5.6 – Product Sourcing may withhold payments for flawed and/or incomplete deliveries until the Agreement was properly fulfilled. If agreed technical documentation and/or test or acceptance certificates are not available at the agreed date, Supplier shall not be deemed to have properly executed the supply or Service, and payment will be made only after the complete documentation is available. 

5.7 – Product Sourcing may set-off Supplier’s claims against Product Sourcing counterclaims, if any.  

6. Delivery | Transfer of risk 

6.1 – he delivery and performance dates indicated in orders shall be fixed dates. The delivery period starts once the order was placed by Product Sourcing. Deliveries shall be deemed on time if they are timely made to the place agreed in writing.

6.2 – Unless expressly agreed otherwise in writing, the agreed terms shall be DAP (delivered at place) Hoofddorp (the Netherlands). The term DAP will be accorded the meaning specified in the most recent version of the Incoterms published by the International Chamber of Commerce in Paris, France, at the time of entering into an Agreement.

6.3 – Supplier ensures to maintain an adequate back-up strategy for its production sites and facilities to guarantee timely supplies to Product Sourcing at any time. Supplier shall promptly notify any expected delay in delivery by written notice to info@royalhomebrands.com; such notice must include the respective order number.

6.4 – Acceptance of a delayed delivery or Service does not exclude or limit the right of Product Sourcing to compensation claims, if any. This includes also cover purchases and damage from any interruption or loss of production.

6.5 – Product Sourcing may return deliveries that have arrived prior to the agreed delivery date or exceed the agreed volumes at the Supplier’s cost and risk or may charge the Supplier for costs incurred for the storage of these Products.

6.6 – As a matter of general principle, the risk will transfer to Product Sourcing only with the delivery of the Products to Product Sourcing at the place agreed in writing, yet not prior to the agreed delivery date.

7. Packaging | Proof of origin

7.1 – Unless otherwise agreed in writing, the Supplier shall independently select the form of packaging in consideration of the specific requirements of the Products to be delivered. Any packaging shall ensure that the deliverables are protected from damage and corrosion during transport and during a storage period of at least one year at Product Sourcing’ customary storage conditions.

7.2 – Supplier guarantees to fully and independently check prior to delivery, the marking, packaging, labelling, identification, the type of Products, as well as the quantity and quality and dispatch of the ordered deliverables. Delivery note and invoice must contain at least Product Sourcing order number and item number. The delivery note shall also contain the delivered volume by packaging unit (stating arrears in case of partial deliveries), the name of the deliverable, the delivery date, batch, the country of origin as well as the delivery address/unloading point. Prior to delivering the contractual item, the Supplier will fully and independently check the type of Products, their quantity and quality, and will record that information on the delivery note. 

7.3 – Packaging must allow both manual reloading as well as reloading using cranes, electric carts, lifting gear, and other transport facilities. 

7.4 – The customs origin of the deliverables or any change in origin shall automatically and immediately be notified to Product Sourcing. The Supplier shall be liable for any disadvantage Product Sourcing suffers due to an improper or delayed Supplier’s declaration. If necessary, the Supplier shall submit an information certificate confirmed by a customs office to prove the information regarding the Products’ true origin. Any extra costs arising due to any change of origin shall be borne by the Supplier.

8. Quality and safety requirements 

8.1 – Supplier shall develop, produce and supply the contractual item according to accepted rules and the state-of-the-art and the specific requirements and regulations of Product Sourcing and is obliged to observe and to comply with all legal provisions applicable to the contractual item.   

8.2 – Supplier must ensure, at its own expense, that it has obtained in a timely manner all permits, authorisations, certificates and registrations required pursuant to the applicable (national or European law or other) regulations for the commercial resale, purchase and use of the Products (if applicable in combination with other equipment) and/or that it has the legal capacity that entitles it to do so. 

8.3 – Products to be marked pursuant to applicable EU Directives shall feature the corresponding CE mark, required documentation and the declaration of conformity. If requested by Product Sourcing, the Supplier shall – at no cost for Product Sourcing – fully cooperate with the Dutch supervision authorities in case of an examination of Product Sourcing products including Products as delivered by the respective Supplier. 

9. Notice of defects

9.1 – As soon as flaws were discovered in the proper course of business, Product Sourcing shall notify the Supplier about these flaws in writing within a reasonable time limit, whereas three months after discovery by Product Sourcing is deemed timely. 

9.2 – Furthermore, Product Sourcing will inspect incoming Products only as a form of supplementary, nonmandatory measure of quality assurance. Supplier has and keeps sole and full responsibility for the flawless and document-conforming quality of its Products and expressly waives any objection of absence or improper notification of defects. 

9.3 – Any long-lasting use or processing of a supply or Services shall not be construed as approval of such supply or Service or a waiver of any claim of Product Sourcing. 

10. Warranties 

10.1 – Supplier guarantees for proper, state-of-the-art Product, consistent with the application purpose, quality of execution, function and performance, use of flawless material, completeness of and compliance with specific requirements and regulations of Product Sourcing and compliance with all other warranted properties over a period of twelve (12) months after delivery of the respective Products. 

10.2 – Supplier shall deliver the entire contractual item and timely provide the related Services, whether or not the specifications describe in detail all supplies and Services which are necessary for flawless production. Furthermore, Supplier guarantees that it will also supply all individual and supplementary parts etc., which are required and/or necessary to complete the contractual item to be delivered by Supplier and to achieve and comply with the warranted properties and safety. 

10.3 – Whenever the Supplier delivers flawed contractual items, Supplier must first be allowed to improve these or deliver replacements, unless this would be unreasonable for Product Sourcing, whereas any (expected) delay in production by Product Sourcing is deemed to be unreasonable. If Supplier is unable to do so or does not immediately take these measures within the time limit set by Product Sourcing, Product Sourcing may withdraw from the Agreement and return the contractual item to the Supplier at the Supplier’s cost and risk. In urgent cases, Product Sourcing may make improvements either itself or through a third party without having set a grace period. The resulting costs shall be borne by Supplier.

10.4 – Travel and accommodation costs of Product Sourcing with regard to (extra) Services and/or (parts of) Products under this article are at the expense and risk of the Supplier unless agreed otherwise in writing. 

10.5 – If a flaw is discovered only after commissioning (e.g. due to a hidden flaw) of the delivered Product and/or the final Product, the above guarantee period will start to run with the discovery of that flaw, and Product Sourcing may continue to assert the guarantee defined above.

10.6 – In all other respects, the statutory warranty provisions under Dutch law shall apply.

11. Liability

11.1 – Supplier shall compensate any damage Product Sourcing incurs directly or indirectly as a result of any flawed or delayed delivery, any breach of official safety regulations or for any other reasons attributable to Supplier.

11.2 – Whenever claims are asserted against Product Sourcing by virtue of strict liability according to mandatory Dutch law (e.g. Product Liability Act) or foreign law, Supplier will be internally liable towards Product Sourcing as if Supplier would be directly liable towards the respective third party asserting such claims against Product Sourcing. 

11.3 – Supplier shall be liable for any costs Product Sourcing incurs to avert damage (e.g. recall campaigns etc.).

11.4 – Supplier shall be required to purchase adequate insurance against the above risks and to prove such insurance cover at Product Sourcing request.

12. Force Majeure

12.1 – In case of force majeure, such as any form of war, natural disasters, pandemic and other unpredictable and inevitable serious events, the contracting parties shall be released from their obligation to perform under a Agreement throughout the duration and within the scope of such event. The parties shall immediately provide one another with the necessary and reasonable information in writing and shall adjust in good faith their obligations to the changed circumstances.

12.2 – Labor interruptions such as strikes and lockouts, manufacturer’s errors, transport failures, rejects, shortage of supply and delay of sub-suppliers shall not be events of force majeure. 

12.3 – Whenever an event of force majeure lasts more than two (2) weeks, Supplier and Product Sourcing will conduct negotiations to regulate the operational effects. If a force majeure lasts more than one (1) months, the other party has the right to terminate the Agreement with immediate effect and without any obligation to compensate the other party in any respect. A party relying upon an event of force majeure shall be required to prove it to the respective other party.

13. Attributable breach | termination of the Agreement

13.1 – If:

a. the Supplier has filed for its own bankruptcy, is declared bankrupt or applies for a payment     moratorium; or

b. a decision to liquidate the Supplier or to terminate the Supplier’s businessactivities or to sell the Supplier’s business activities or to change the nature of the Supplier’s business activities substantially in Product Sourcing’ opinion is taken and/or implemented; or

c. the Supplier fails to fulfil or fully fulfil any of its obligations vis-à-vis Product Sourcing by virtue of the law or pursuant to contractual conditions; or

d. all or part of the Supplier’s assets are seized; or 

e. a situation comparable to those described under letters a through e occurs under the laws of the country in which the Supplier has its registered offices;

the Supplier is deemed to be in default by operation of law and the (remaining) debt of the Supplier vis-à-vis Product Sourcing is immediately due and payable. Product Sourcing will then be entitled to dissolve (in Dutch: ‘ontbinden’) the Agreement in whole or in part immediately without notice of default or judicial intervention or to suspend its obligations, all without prejudice to Product Sourcing’ other rights, such as its rights with regard to already expired fines, interest, and compensation. Product Sourcing will not be obliged to pay any compensation to the Supplier in the event of termination or dissolvement of the Agreement in accordance with the provisions of this article.

13.2 – The Supplier is obliged to inform Product Sourcing immediately in the event that one of the circumstances referred to in this article occurs, or in the event of force majeure on the basis of which it cannot fulfil its obligations vis-à-vis Product Sourcing or when circumstances arise on the basis of which Supplier cannot reasonably be expected to fulfil its obligations towards Product Sourcing (any further) or in a timely manner.

13.3 – Upon dissolvement/termination of the Agreement, those provisions which by their nature are intended to remain in force will remain in force.

14. (Intellectual) Property Rights

14.1 – Supplier guarantees towards Product Sourcing to hold all (intellectual) property rights and licenses necessary for the production and supply of the contractual item and grants Product Sourcing all rights related to the proper use of the contractual item, such rights being free of charge and unlimited in terms of time. Furthermore, Supplier guarantees towards Product Sourcing  that the intended use of the contractual item will not infringe upon rights of natural or legal third parties.

14.2 – Supplier shall be liable for claims arising in connection with the contractual use of the contractual item due to an infringement of property rights and applications for property rights, even if Supplier is not at fault. Supplier will fully hold harmless and indemnify Product Sourcing for and against any infringement of property rights.

14.3 – The parties undertake to immediately inform one another of any risks of infringements and purported infringements and allow the other party to defend corresponding claims. 

14.4 – Whenever the subject-matter of an Agreement includes or necessitates the provision of development services (such as components, compositions, products or processes) by Supplier, the respective results, samples, models, inventions and any related know-how (the “Results”) shall be transferred to Product Sourcing’ property once these are created. If Results are capable of protection, Product Sourcing shall have the sole right to apply for and to register property rights for those Results. Supplier shall not do anything which could jeopardize the registration of property rights by Product Sourcing and shall immediately inform Product Sourcing of the creation of those Results. If necessary, for the use of Results, Product Sourcing will be granted a world-wide, unrestricted, transferable and free of charge license for the right to use the Supplier’s existing property rights. 

14.5 – Supplier shall ensure that any inventor attributable to Supplier receives its compensation. 

14.6 – Supplier will inform Product Sourcing of the use of published and unpublished own and licensed property rights and applications for property rights relating to the contractual item.

15. Confidentiality

15.1 – The Supplier agrees that any Confidential Information provided by Product Sourcing or on behalf of Product Sourcing shall be retained in the strictest confidence and shall not be disclosed to any third party without the prior written consent of Product Sourcing. ‘Confidential Information’ means any non-public commercial, technical and legal information and documents which Supplier becomes aware of through the business relationship with Product Sourcing, including but not limited to drawings and models, templates, samples and similar items.

15.2 – Supplier shall impose corresponding obligations to its sub-suppliers. 

16. Applicable law and dispute settlement

16.1 – These General Terms and Conditions, and all agreements ensuing or disputes arising therefrom or related thereto, are governed by the law of the Netherlands. 

16.2 – The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980, Trb. 1981, 184 and 1986, 61) is excluded. 

16.3 – All disputes between Product Sourcing and the Supplier established within the European Union which may arise as a result of this Agreement or further agreements and other acts in connection with the present Agreement, such as, but not limited to, unlawful acts, undue payments and unjust enrichment, shall be settled exclusively by the competent court in the jurisdiction in which Product Sourcing has its registered offices.

16.4 – All disputes between the Product Sourcing and the Supplier established outside the European Union, which may arise as a result of this Agreement or further agreements and other acts in connection with the present Agreement, such as, but not limited to, unlawful acts, undue payments and unjust enrichment, shall be settled in accordance with the Arbitration Rule of the Netherlands Arbitration Institute. 

16.5 – The arbitral tribunal shall be composed of one arbitrator or three arbitrators, to be determined by Product Sourcing. 

16.6 – The arbitral tribunal shall be appointed according to the list procedure. 

16.7 – The place of arbitration shall be Hoofddorp (the Netherlands). 

16.8 – The proceedings shall be conducted in the English language.

17. Modifications to the General Terms and Conditions

17.1 – Product Sourcing reserves the right to make amendments to the General Terms and Conditions. Product Sourcing will inform Supplier of these amendments. Barring receipt by Product Sourcing of a written objection within 14 (fourteen) working days of notification of the amendments, Supplier is deemed to have accepted the changes.

 

Published, 01/04/2022