These Conditions of Purchase are dated December 2022
- PBNA: principal.
- Supplier: the other party to PBNA.
- Parties: PBNA and Supplier.
- Agreement: the arrangements between PBNA and Supplier to which these terms and conditions of purchase apply.
- Products: goods and/or services provided by Supplier to PBNA.
1. These purchase terms and conditions shall apply to all present and future agreements with PBNA relating to Products to be supplied to PBNA. Terms and conditions of Supplier (however named) shall not apply.
2. In case of conflict, particularly agreed commitments from agreements between the Parties shall prevail over these purchase conditions.
3. Deviations from and amendments to the Agreement (including these Terms and Conditions of Purchase) shall be valid only if accepted in writing by PBNA.
4. The Agreement between PBNA and Supplier shall be governed by PBNA's Code of Conduct for Suppliers. Supplier is obliged to act in line with that Code of Conduct at all times.
1. In addition to the provisions of the Agreement, the Supplier shall, inter alia:
- ensure that the Products comply with statutory requirements and other government regulations and are suitable for the purpose for which they are intended. Supplier shall
take care of any required permits and necessary safety materials;
- Accompany Products with any documentation and/or resources required or requested by PBNA;
- Properly package Products and return packaging and waste at PBNA's first request.
2. PBNA shall at all times be entitled to conduct an investigation into the quality, price and/or other properties of the Products. Supplier shall cooperate in this without charge.
3. Partial deliveries shall not be permitted. Services shall be performed without interruption.
4. Until delivery, the Products are at Supplier's risk. After delivery, the Products are the property and at the risk of PBNA. Delivery of items is complete when PBNA has confirmed receipt in writing. Delivery of services is complete when PBNA has confirmed in writing that the services have been completed. PBNA's confirmation does not constitute approval of the Products.
5. PBNA is not liable to pay for additional work if it has not approved both the additional work and the compensation for it in writing.
6. Supplier waives its right of retention and right of claim.
1. All prices quoted by Supplier are all inclusive (including, inter alia: VAT, transport costs, insurance and other costs and fees).
2. The agreed prices are fixed, unless the Agreement specifies the circumstances that may lead to
adjustment, as well as the manner in which the adjustment takes place.
3. PBNA shall at all times be entitled to have a survey conducted to test the market conformity of the Products. Supplier shall cooperate in this without charge. If the test shows that the quality/price ratio is not in line with the market, PBNA shall be entitled (i) to terminate the Contract (in full or in part) with immediate effect without PBNA being liable for compensation, or (ii) to amend the Contract in line with the results of the test, in which case Supplier shall be obliged to cooperate.
4. If billing is based on hours worked, the hours worked shall be signed off by PBNA. Only when a signed statement of man-hours is submitted shall PBNA be bound to pay.
5. The Supplier shall submit invoices in the manner prescribed by PBNA.
6. If PBNA disagrees with the contents of (part of) an invoice, PBNA shall be entitled to suspend payment of the disputed part of the invoice. In such a
situation, the Supplier shall not be entitled to suspend its obligations and the Parties shall meet within a reasonable time to discuss the invoice in question.
7. PBNA shall pay within 30 days after acceptance of the Products (if agreed) and after proper invoicing.
8. Payment shall not constitute a waiver in any respect.
1. If Supplier fails to perform at the agreed time or within the agreed time limits, Supplier shall be in default. All agreed time points and deadlines are fatal.
2. Supplier is obliged to immediately notify PBNA if it is aware that it cannot deliver Products at/within the agreed times and deadlines, stating the cause and estimated duration. In any event, Supplier shall not be entitled to invoke force majeure
if the provisions of the previous sentence have not been complied with.
3. Force majeure shall in any case not include: lack of personnel, strikes, illness, shortage of raw materials, transport problems, failure of parties engaged by Supplier
parties engaged by the Supplier and liquidity and solvency problems on the part of the Supplier.
4. Supplier shall not be entitled to invoke any right of suspension or any right of set-off against PBNA.
1. All possible intellectual property rights that arise as a result of the performance of the Agreement are vested in and belong exclusively to PBNA. The rights concerned
are hereby assigned to PBNA, which assignment is accepted by PBNA. At first request, the Supplier shall do everything necessary to acquire and secure these rights and/or waive any personality rights.
2. If the Products or associated documentation are subject to Supplier's intellectual property rights, PBNA shall acquire the right to use them free of charge by means of a non-exclusive, worldwide, perpetual license.
3. Supplier guarantees that the Products do not infringe any intellectual property rights of third parties and indemnifies PBNA against any claims in that regard.
4. All that PBNA has provided to Supplier for the performance of the Agreement - including drawings, images, calculations - shall remain the property of PBNA and may only be used for the performance of the Agreement.
1. Supplier shall maintain strict confidentiality with respect to all information that has come to its knowledge in the performance of its work in connection with the Agreement and of which it knows or can reasonably suspect the confidential nature (including the existence of the Agreement), except if PBNA has authorized disclosure
permitted or the law or a court compels him to disclose.
2. The Supplier warrants that all persons engaged by it directly or indirectly shall comply with the obligations set forth in this Article and shall, upon first request, cause a confidentiality agreement to be determined by PBNA to be signed.
3. For each violation of the provisions of this article, the Supplier shall forfeit an immediately payable fine of €20,000, without prejudice to all further rights of PBNA including those to full compensation for damages.
1. If PBNA has entered into the Agreement with several parties, these parties shall be jointly and severally liable to PBNA for the performance of their obligations under the Agreement.
2. The Supplier shall be liable for all damage suffered by PBNA or by third parties as a result of an attributable shortcoming, wrongful act or violation of any obligation under the Agreement or the law, or otherwise, regardless of whether it was caused by the Supplier itself, its personnel or other persons or things involved in the performance of the Agreement by it. The Supplier shall indemnify PBNA against all claims by third parties for compensation for
damages related to breach of any obligation described in this article.
3. PBNA's administration shall serve as full proof of its damages, subject to evidence to the contrary by the Supplier.
4. Supplier shall be obliged to have liability insurance with, unless the Parties
agree otherwise in writing, at least cover of €2,500,000 per event or series of events.
5. Supplier shall on first request ofPBNA allow inspection of the relevant policy as well as proof of premium payments (including last premium payment).
6. Towards Supplier, PBNA shall not be liable for any damage, direct or indirect and of any nature whatsoever, regardless of the manner in which it arose and the persons by whom the damage was caused, except in the case of intent or conscious recklessness of PBNA's executives.
1. Without prejudice to PBNA's other rights (including the right to compensation), PBNA shall be entitled (without this giving rise to any right to compensation on the part of the Supplier) to terminate the Agreement in whole or in part by means of a written statement, without further notice of default being required.
partly or in full by means of a written statement if
- Supplier or any of its subordinates or representatives offers, provides, has offered, or has provided any advantage that may affect decision-making to any employee or representative of PBNA;
- Supplier is declared bankrupt, has applied for a suspension of payments, has shut down or liquidated its business, a significant part of its assets are seized, or otherwise must be deemed unable to fulfill its obligations under the Agreement;
- Major changes occur in Supplier's ownership or control, including mergers and acquisitions;
- There is an unacceptable risk of damage to PBNA's image as a result of the cooperation with Supplier, at PBNA's discretion.
- There is a situation of force majeure for a period of more than 30 days.
2. All claims which PBNA may have or acquire against the Supplier in the cases referred to in the first paragraph shall be immediately due and payable in full. The Supplier shall immediately refund any amounts already paid by PBNA in respect of the terminated Agreement.
3. In the case of continuing contracts with a term of at least one year, PBNA shall at all times be entitled to terminate the Agreement prematurely, without giving reasons, provided that a reasonable notice period of at least three months is observed. PBNA shall be
As a result of such termination, PBNA shall not be liable to pay damages to Supplier.
4. Upon termination of the Agreement, Supplier shall provide all cooperation necessary to ensure that PBNA is able to perform its work without interruption and at its usual level.
The Supplier must have PBNA's prior written consent before engaging third parties. PBNA shall not unnecessarily withhold such consent. The Supplier shall at all times remain jointly and severally liable for the performance of its obligations under the Agreement.
1. Contracts between PBNA and Supplier shall be governed exclusively by Dutch law, to the exclusion of the Vienna Sales Convention (CISG).
2. All disputes between PBNA and Supplier shall be settled exclusively by the Central Netherlands District Court.