1. – General Provisions

These general terms of purchase apply to all our purchases, unless otherwise stipulated between the parties in writing. By accepting our order, the Seller expressly waives any stipulation in his own general or special conditions of sale which should be contradictory to the present terms of purchase, even in case the conditions of sale should stipulate that they are the only applicable conditions.

2. – Purchase orders

We are only committed by purchase orders and modifications of orders in writing, by fax or electronic mail. Every purchase order is deemed to be acknowledged in its entirety by the seller, unless the seller rejects the order in writing within 8 days from the date of our purchase order. Any changes the supplier wishes to make to goods to be supplied must be submitted beforehand in writing for approval. All damages and costs resulting from non-compliance with the abovementioned clause will be settled by the supplier. Our orders must not be used for advertising without our authorization.

3. – Reception of goods - Claims

Unless otherwise agreed the goods are to be delivered free of all charges in our works at Marke. The goods are provisionally accepted, subject to final acceptation after inspection and/or tests regarding conformity and numbers. In case our inspection department should reject any goods for reasons of nonconformity or insufficient quality of material or workmanship, the seller agrees to correct or replace all the rejected items immediately, free of any charge. In case the seller does not correct or replace the items within the imperative time limits, we have the right to correct or replace such rejected items by our own means or by third parties. All costs caused by such corrections shall be invoiced to the seller. In case of reject the goods shall be returned to the seller at his costs and risk. In case of repeated rejection of goods for reasons of conformity or quality, we reserve the right to cancel all pending purchase and/or call orders. The seller shall have no right to claim any compensation for orders cancelled for this reason. We reserve however the right to claim compensation for losses and costs caused to us through repeated rejects and the consecutive cancellation. Moreover, we are entitled to cancel the order and to return the goods carriage forward within a reasonable time, without any previous summons nor judicial intervention if the goods do not meet the requirements described in the order or if hidden defects are discovered, all other rights being reserved, even the right to claim substitutes or damages.

Should the agreed deadline for the delivery not be met, we are entitled to cancel the order, or, as the case may be, the balance of the order without any previous summons nor judicial intervention, all other rights being reserved and without being obliged to pay any damages whatsoever. The supplier who realizes he will not possibly be able to execute the order or to meet the agreed times of delivery that were asked for and confirmed, is obliged to inform us immediately.

4. – Payments and invoices

Payments shall be made according to the term specified in our purchase order. In case of reject of goods or other complaints, we reserve the right to delay payments until complete execution of the order. The seller shall not assign or transfer any rights by virtue of his deliveries to any third party without our prior consent in writing.

5. – Guarantees Patent rights

The seller guarantees the quality of his goods for a period of 12 months from the date of commissioning our looms or hitting the goods as spare parts to the looms in the weaving mill. The guarantee period expires however latest 18 months from the date of receipt at our ware house. In case of complaints within the guarantee period, the seller shall replace defective parts free of charge, including dismantling, reassembling, transport costs and import duty as well as claims by the end user, if any. The seller commits himself to indemnify Vandewiele in case the goods and parts supplied by him should lead to compensation claims by third parties because of defects with these products. Furthermore the seller guarantees that the goods supplied by him satisfy all applicable European guide lines and the legislation and standards derived therefrom. The seller declares that the goods to be supplied under this order shall not infringe on patent rights held by third parties. The seller shall hold us harmless in case of any claims in this respect, if any amicably settlement is impossible. Goods which are the property of Vandewiele, and which, for operations of subcontracting are given to the subcontractor, remain in all cases exclusive property of Vandewiele, even when the operations of subcontracting are terminated.

6. – Confidentiality

The seller is committed to keep secret all information received from the buyer and to use it exclusively for the adequate execution of the work entrusted to him. The seller may make the information only available to those employees and/or third parties who need it for carrying out the works concerned. These persons are also bound by the confidentiality commitment.

7. – Models, moulding plates, matrices and tools (hereafter called models)

Models put by the buyer at the disposal of the seller remain under all circumstances the property of the buyer. Models made by the seller for the needs of and reimbursed by the buyer are also the property of the buyer The seller may under no circumstances use the models for his own purposes or for the benefit of third parties without the previous consent by the buyer in writing.

8. – Termination

Vandewiele has the right to terminate any agreement any time, without any cancellation period, in case the seller does not fulfil his obligations properly nor on time, as well as in case of take-over, merge, scission, . . . of the seller.

9. – Applicable law and jurisdiction

This purchase or call-order is subject to the Laws of Belgium. The Supplier shall at all times comply with all EU-legislation registration, evaluation authorization and restriction of chemicals (REACH) EC 1907/2006. The supplier shall at all times comply with all Belgian legislation, the Royal Decree of 27 May 2014 on the registration of nanomaterials placed on the Belgian market. For any claims which cannot be settled amicably, the courts of Kortrijk shall be competent. In case we are the plaintiff, we reserve however the right to submit the case to any other court competent for the common law.

Units of measure

01 : for ten

02 : for hundred

03 : for thousand