Download General purchasing terms and conditions PVO International

1. Definitions
Affiliate: any person which controls, or is controlled by, or is under common control with any Party.
A person is deemed to “control” another person if (i) it owns (directly or indirectly) at least 50% of
the shares or the voting interest in such other person or (ii) it has the right to appoint or dismiss the
majority of the directors or equivalent administration, management or supervisory body of such
other person.
Agreement: any agreement, including these General Purchasing Terms and Conditions (“GPTC”),
between PVO and the Supplier concerning the purchase by PVO of goods and/or services from the
Supplier, or any other assignment given by PVO to the Supplier.
PVO: Greening Components BV, trading under the tradename “PVO-International”.
Supplier: the party with whom PVO enters – or intends to enter – into a contract.

2. Applicability
2.1 These GPTC are applicable to all Agreements and to all requests, quotations, purchase orders, order
confirmations, and other legal acts relating to an Agreement.
2.2 The Supplier’s (general) terms and conditions are herewith expressly turned down/rejected and are
not applicable, unless the parties have mutually agreed otherwise in writing. If in the latter case a
conflict occurs between the GPTC and the (general) terms and conditions applied by the Supplier,
the GPTC shall prevail.
2.3 If the contents of a written Agreement differ from the contents of these GPTC, the contents of the
written Agreement shall prevail.
2.4 If any provision of these GPTC a n d/ or a n A g re em en t is (or is declared) null and void, the other
provisions shall remain fully effective. In such situations, the parties shall consult with each other to
agree on a new provision to replace the provision that is (or has been declared) null and void. In
doing so, the purpose and meaning of the provision that is (or has been declared) null and void shall
be taken into account as much as possible.
2.5 The Supplier shall be notified in writing of any revision of these GPTC. From the date of such written
notification onwards, the revised GPTC shall apply.

3. Quotations and orders
3.1 Any quotation et cetera made by the Supplier is irrevocable, unless it becomes unequivocally clear
from the quotation et cetera that it is without obligation until PVO accepts the quotation in writing
or sends a written confirmation.
3.2 No Agreement between the Supplier and PVO is concluded until PVO has sent a written confirmation
to the Supplier. If, before receipt of the written confirmation, the Supplier performs any work or
makes preparations thereto, this shall be at the Supplier’s own expense and risk.
3.3 All costs incurred with respect to the drafting of quotations shall be borne by the Supplier.

4. Prices, invoicing and payment term
4.1 All prices shall be in euro and the prices are fixed and include, inter alia, the availability of computers,
auxiliary devices, the costs of packaging suitably adapted to the method of transport, stowage
material, drawings, computations, royalties, and all accompanying documents and directions for use
and any other costs incurred by the Supplier with respect to the fulfilment of its obligations, unless
it has been otherwise agreed in writing.
4.2 Unless otherwise agreed in writing, PVO shall pay for the goods delivered or services provided within
60 days after receipt of the invoice and subject to the condition that the goods delivered or services
provided have been approved and all corresponding documentation has been received.
4.3 The Supplier must send all invoices electronically to the following e-mail address: invoices@pvoint.
com
4.4 The invoice of the Supplier must meet the requirements imposed by Dutch legislation. In addition,
the invoice must specify the purchase-order and work-order number, if applicable, and be addressed
to PVO’s employee whose name is specified by PVO.
4.5 Failure to meet the requirements set out in the Agreement or otherwise agreed, and failure to submit
a complete and correct invoice in accordance with article 4.4 shall give PVO the right to suspend
payment.
4.6 Payment by PVO shall in no event constitute a waiver of rights in whatever way.
4.7 Overstepping of a payment deadline by PVO or non-payment of an invoice on grounds of presumed
inaccuracy of the contents thereof, or in the event of inferior quality of the invoiced goods and/or
services, shall not entitle the Supplier to suspend or terminate its work.

5. VAT registration number
5.1 The parties undertake to provide each other with their correct VAT registration numbers, and to
immediately notify each other of any change therein.
5.2 If the Supplier fails to fulfil the obligations set out under 5.1, the Supplier shall pay VAT and other
amounts to PVO insofar as such amounts are payable by PVO due to the Supplier’s noncompliance.

6. Delivery of goods
6.1 All deliveries are made Delivered Duty Paid (DDP) in accordance with the ICC Incoterms (latest
version), in the manner and at the exact place and time stated in the Agreement.
6.2 The Supplier is obliged to notify PVO, immediately and in writing, of any delay or foreseeable delay
in the implementation of the Agreement, stating the grounds and expected duration of the delay, as
well as the measures proposed by the Supplier to prevent or limit the delay as much as possible.
Nevertheless, the mere fact of overstepping a deadline shall constitute a default on the part of the
Supplier, without requiring any further notice of default.
6.3 Unless otherwise agreed in writing, the Supplier is not entitled to make partial deliveries. If the
execution of partial deliveries has been agreed, delivery is, for the purposes of these GPTC, also
deemed to include a partial delivery.
6.4 If the Supplier fails to fulfil its delivery obligations vis-à-vis PVO, or fails to fulfil these obligations in
time, PVO shall be entitled to have the goods delivered by a third party. In that case, PVO shall first
allow the Supplier a reasonable period of time to fulfil its obligations after all. In urgent cases, PVO
shall be entitled, even before expiry of the allowed period of time, to take all measures as PVO deems
necessary, all this without prejudiced to the right of PVO to claim damages.
6.5 The Supplier is responsible for the timely availability of dispatch notices, complete packing lists or
packing slips, delivery notes, customs forms, et cetera.
6.6 If goods have not been delivered within the agreed-upon term at the agreed-upon place, the Supplier
shall owe PVO, without requiring any notice or other prior notification, an immediately payable
penalty amounting to 2% of the purchase price (exclusive of VAT), increased by a penalty of 0.5% of
the purchase price for each calendar day that the Supplier is in default, subject to a maximum of 20%
of the purchase price (exclusive of VAT). If the delivery has become definitively impossible, the
penalty of 20% of the purchase price shall be immediately payable in full.
6.7 The penalty shall accrue to PVO regardless of any other rights or claims, including but not limited to:
(a) PVO’s claim to demand performance of the obligation to deliver goods in compliance with
the Agreement;
(b) PVO’s right to dissolve the Agreement in whole or in part;
(c) PVO’s right to damages.
6.8 PVO has the right to offset the penalty against the payments payable by PVO, regardless of whether
the claim for payment has passed to a third party.
6.9 PVO is at all times entitled to inspect the goods delivered and, in the event of evidence of deviations
from the Agreement or purchase order, to refuse delivery of the goods (“rejection”). The Supplier
is obliged to forthwith render its full cooperation to the inspection. The Supplier cannot derive any
rights from the results of an inspection, or from non-occurrence of an inspection.
6.10 In the event of rejection, PVO shall notify the Supplier of the rejection. PVO shall store the rejected
goods, or have the rejected goods stored, at the Supplier’s expense and risk. If the Supplier has
not taken back the goods within a period of 14 days after PVO has informed the Supplier in writing
that the goods delivered have been rejected, PVO shall be entitled to send the goods back to the
Supplier at the Supplier’s expense and risk, without requiring the Supplier’s approval. If the Supplier
refuses to accept the goods, PVO shall be entitled to store, sell, or destroy the goods at the Supplier’s
expense and risk. Any reasonable costs incurred by PVO under this clause 6.10, will be forthwith
reimbursed by Supplier.

7. Provision of services
7.1 The provision of services must be effected in the manner and at the time as set out in the Agreement.
7.2 The Supplier is obliged to notify PVO immediately of any delay or foreseeable delay in the
implementation of the Agreement, stating the grounds and expected duration of the delay, as well
as the measures proposed by the Supplier to prevent or limit the delay as much as possible.
Nevertheless, the mere fact of overstepping a deadline constitutes a breach of contract on the part
of the Supplier, without requiring any further notice of default.
7.3 The provision of services shall be deemed completed when PVO has confirmed in writing that the
services provided have been approved. The Supplier cannot derive any rights from such confirmation,
and the confirmation therefore does not prevent PVO from exercising (for instance) its rights on
grounds of a default on the part of the Supplier.
7.4 If the Supplier fails to fulfil its obligations vis-à-vis PVO, or fails to fulfil these obligations in time, PVO
shall be entitled to provide the services itself or to have the services provided by a third party. Any
costs incurred in so doing shall be for the account of the Supplier. In that case, PVO shall first allow
the Supplier a reasonable period of time to fulfil its obligations after all. In urgent cases, PVO shall be
entitled, even before expiry of the determined deadline, to take all and any measures as PVO deems
necessary, this without prejudiced to PVO’s right to claim damages.
7.5 Articles 6.6 up to and including 6.10 shall apply mutatis mutandis to the provision of services.
7.6 The Supplier is accountable for itself and for its subcontractors, if any, and warrants compliance with
the applicable (tax) legislation, including but not limited to the Dutch Collection of State Taxes Act
1990, VAT, social- security legislation, collective agreements.
7.7 The Supplier indemnifies PVO and shall compensate PVO upon its first written request for all and any
claims by third parties in connection with improper compliance with applicable legislation, whether
this refers to staff, independent contractors, or public authorities, and regardless of whether this
refers to a salary claim or a claim for compensation, damage, taxes, additional tax assessment, or a
penalty, including but not limited to all and any expenses to be incurred by PVO in connection with
such a claim.

8. Ownership and risk
8.1 The Supplier warrants that the unencumbered ownership of the goods shall pass to PVO upon
delivery.
8.2 The risk of the goods shall pass to PVO upon delivery, in conformity with the Agreement, unless the
goods are rejected by PVO upon or after delivery (pursuant to article 6).
8.3 The Supplier is obliged to timely take out insurance against transit damage, at its own expense and risk.

9. Guarantee
9.1 The Supplier warrants that the deliverable goods or services are in conformity with the Agreement.
This warrant includes but is not limited to the following:
(a) the goods delivered and/or services provided are complete and suitable for the intended
purpose in the foreseen circumstances and at the foreseen place, are of good quality, free of
any flaws in terms of design, manufacturing and/or materials, and free of any viruses;
(b) the goods delivered and/or services provided are state-of-the-art and comply fully with all
applicable legal standards and requirements, such as but not limited to, EU product liability
rules (CE-mark);
(c) use shall only be made of expressly agreed-upon materials, services and working methods,
which are in conformity with the specifications submitted by or on behalf of PVO (only
applicable if PVO has issued specifications);
(d) all drawings, computations, operating and maintenance instructions and other information
required for the operation, repair or maintenance of the goods and/or services shall be
provided and are fully correct, and these as well as all parts shall be available during the
economic lifetime of the delivered goods;
(e) the goods delivered and/or services provided meet the PVO’s reasonable
requirements;
(f) the Supplier is in possession of all required permits/licenses;
9.2 If it turns out that – irrespective of the results of any preceding inspections – any goods delivered are
not in compliance with the provisions of article 9.1, the Supplier shall repair or replace the goods or
supply what is missing, at its own expense and at the discretion of PVO and at PVO’s first request,
unless PVO prefers to dissolve the Agreement in whole or in part in conformity with the provisions
of article 12 and without prejudice to any other rights of PVO arising from any failure to perform
(including the right to damages). Any costs related to this (including cost of repair and disassembly)
shall be borne by the Supplier.
9.3 In urgent cases and in cases where it has to be assumed in all reasonableness, after consultation with
the Supplier, that the Supplier shall fail to meet its guarantee obligations, PVO shall be entitled to
proceed to repair or replacement itself or have a third party carry out such repair or replacement at
the expense of the Supplier, without releasing the Supplier from its obligations under the Agreement.
9.4 Unless otherwise agreed in writing, a guarantee period of at least three years shall be applicable as
of the date of delivery of the goods or the provision of the services.
9.5 Any agreed guarantee period shall resume upon acceptance of the performed repair, the
replacement or completion governed by the guarantee provisions.

10. Liability
10.1 Unless otherwise stated in the Agreement, the Supplier is liable for all and any damage suffered by
PVO if the Supplier has failed to fulfil its commitments under the Agreement, and/or as a result of
the acts or omissions on the part of the Supplier, its staff, or any third parties engaged by the Supplier.
The provisions in Part 6.1.10 of the Dutch Civil Code shall remain in full force.
10.2 The Supplier indemnifies PVO for and against any claims by third parties in connection with the
Agreement. This indemnification also refers to all and any damage suffered and expenses incurred
by PVO within that scope.
10.3 The Supplier is obliged to take out insurance against any liability that may arise from the Agreement.
Upon PVO’s first request, the Supplier shall submit an insurance certificate to PVO stating details of
the insurance concerned, as well as proof that the insurance premium payable has been paid.
10.4 PVO shall be exclusively liable for any loss suffered by the Supplier if caused by gross negligence or
intent on the part of PVO’s management.
10.5 Where necessary, the Supplier shall take final measures so that PVO cannot be held liable for any
obligation imposed by the authorities to pay taxes and/or social security contributions in connection
with payments to employees or third parties, which obligation would not be for the account of PVO
under normal circumstances, and shall indemnify PVO against any claims in this regard.

11. Force majeure
11.1 In the event of force majeure on the part of one of the parties, the fulfilment of the Agreement shall
be suspended for the duration of the force majeure period, without any of the parties being liable to
pay compensation to the other party. If the situation of force majeure persists for more than 90 days,
the other party shall have the right to dissolve the Agreement in whole or in part with immediate
effect by giving written notice, without any judicial intervention, and without this resulting in any
entitlement to damages. Force majeure on the part of the Supplier shall in no event be understood
to mean: staff shortage, strikes, pandemic, breach of contract by any third parties engaged by the
Supplier, transport problems on the part of the Supplier or any third parties engaged by the Supplier,
(mechanical) failure of equipment, cash-flow problems and/or solvency problems on the part of the
Supplier, or government measures affecting the Supplier.

12. Termination
12.1 PVO shall be entitled to suspend the performance of any of its obligations under the Agreement in
whole or in part or to dissolve the Agreement in whole or in part with immediate effect by giving
written notice and without any liability on the part of PVO to pay any damages in the event of:
(i) non-fulfilment on the part of the Supplier of one or more of its obligations under the
Agreement or of agreements relating thereto;
(ii) (an application for) administrative receivership on the part of the Supplier or the Supplier
being declared bankrupt;
(iii) placement under legal restraint or appointment of an administrator on the part of the Supplier;
(iv) sale or non-continuation of the business of the Supplier;
(v) withdrawal of any licenses of the Supplier required for the implementation of the
Agreement;
(vi) attachment of a substantial part of the Supplier’s assets;
(vii) failure on the part of the Supplier or of staff engaged on the part of the Supplier to comply
with the safety regulations and/or safety procedures within the meaning of article 13 of these
general terms and conditions;
(viii) substantial change in economic circumstances.

13. Safety
13.1 If the Supplier provides services during the full term of the Agreement, the Supplier must be in
possession of a valid VCA Safety Certificate or equivalent certificate (ISO). If the Supplier cannot
reasonably obtain such a certificate, it must submit a written request for dispensation to PVO’s
QHSSE department (Quality, Health, Safety, Security, and the Environment).
13.2 All persons to be employed by the Supplier at PVO’s site must, for the entire duration of
the employment:
(a) be in possession of a valid VCA Basic Safety (Basisveiligheid) certificate or equivalent certificate;
(b) be familiar with the traffic and safety regulations applicable at PVO’s site, including the most
recent version of the QHSSE regulations for (sub)contractors, and to strictly comply with such
regulations.
13.3 The Supplier shall submit a recent Risk Identification & Assessment (“RI&E”) – or, if the Agreement
refers to a project, a health & safety plan (“V&G plan”); the documents shall be submitted for
approval to the QHSSE department of PVO at the latest two weeks before commencement of the
work.
13.4 The Supplier must submit the application for an PVO work permit at the latest Wednesday at noon
in the week prior to the scheduled work. In the event of an unsafe situation, the Supplier must
immediately bring the work to a halt.
13.5 The Supplier must immediately report each unsafe situation – or incident caused by an unsafe
situation or act during the implementation of the Agreement – by phone to telephone number 0031
(0)857 82 00 55, as well as in writing to its contact person at PVO’s and the representative of the
QHSSE department. This applies in particular if personal injury and/or damage is inflicted on staff
and/or goods of PVO or of third parties. The Supplier must render all cooperation to any future
investigation into the incident and a possible report to the authorities.
13.6 If the Supplier comes from outside the Netherlands, the workers of the Supplier must have verbal
command of the English language, and Suppliers coming from outside Europe must produce valid
work permits before commencement of the work.
13.7 The Supplier shall adhere to the currently applicable environmental requirements and shall keep the
work site clean and tidy.
13.8 The Supplier warrants that it is fully familiar with Regulation (EC) No 1907/2006 of the European
Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation,
Authorization and Restriction of Chemicals (“REACH”) which are imported, distributed, or used
within the European Union. The Supplier warrants that, if and insofar as applicable, the goods or
substances concerned are in full compliance with the REACH requirements. The Supplier shall pass
the (pre-)registration number(s) to PVO. If and insofar as the goods or substances are governed by
other (inter-)national legislation limiting the use of chemicals, the Supplier warrants that the goods
or substances are in full compliance with the said legislation.
13.9 The Supplier must specify beforehand what hazardous substances shall be used. If the substance
and/or mixture to be delivered by the Supplier meets the criteria of article 31 REACH, the Supplier
must submit a material safety data sheet (“MSDS”) in Dutch to PVO upon first delivery thereof at the
latest. If any changes occur in substances and/or mixtures within 12 months after PVO’s purchase
from the Supplier, the Supplier must send a revised material safety data sheet to PVO in accordance
with article 31 REACH.

14. Non-Disclosure / Confidentiality / Non-Compete
14.1 The Supplier acknowledges that, within the context of (the implementation of) the Agreement, it
may obtain possession of confidential information of PVO. Such confidential information (including
information regarding goods, results of business activities, et cetera) shall remain the exclusive
property of PVO and, without the prior written consent, may not be disclosed to any third party or
be used in any other way for any purpose other than the implementation of the Agreement.
14.2 Also, the Supplier shall not disclose any information about its relationship with PVO to any third
party without the express prior written consent from PVO.
14.3 The Supplier is obliged to impose the same obligation as referred to in this article upon its employees
or any third parties that the Supplier engages in the implementation of the Agreement. The Supplier
warrants that such employees/third parties shall not act in breach of the non- disclosure obligation.
14.4 The Supplier nor its Affiliates shall, during a period of 6 months after the Supplier sold its goods to
PVO compete, directly or indirectly, with PVO on the business-to-business market within the Benelux,
Germany, Poland, Nordics and the Baltics.

15. Subcontracting and transfer of rights and obligations
15.1 Without the prior written consent of PVO, the Supplier may not transfer or outsource, in whole or in
part, any of its rights and/or obligations under the Agreement to third parties.
15.2 If PVO grants its consent, this shall not release the Supplier from any obligation or liability under the
Agreement. The Supplier shall fully indemnify PVO against all and any claims by any third parties
whose services the Supplier has engaged and shall reimburse all payments made by PVO to a third
party or to third parties.
15.3 If in the performance of an assignment the Supplier engages the services of third parties as subcontractor,
sub-supplier or otherwise, the Supplier shall ensure that such third parties are equally
bound by these GPTC by excluding any terms and conditions of such third parties.
15.4 PVO shall be entitled to transfer, in whole or in part, the rights and obligations under the Agreement
to an Affiliate. The Supplier shall forthwith render its full cooperation to such transfer upon first
request.

16. Virus protection
The Supplier shall take all necessary steps (including a screening with the help of the latest
commercially available anti-virus software) to prevent any virus infections from affecting the systems
of PVO caused by the use of goods delivered or services provided or during the work carried out by
the Supplier at PVO’s. For the purposes of this article and article 9.1, the term “viruses” includes but
is not limited to ‘logic bombs’, ‘worms’, or other unidentified elements in the operational
environment, which terms are commonly used in the computer and software industries.

17. Personal Data Protection
17.1 For the purpose of the Supplier’s implementation of the Agreement, the Supplier is allowed for the
benefit of PVO to perform acts as the responsible party/processor such as using, gathering, disclosing
and disseminating data of private individuals within the meaning of the General Data Protection
Regulation (“GDPR”; Algemene Verordening Gegegevensbescherming (AVG)) respectively the GDPR
Implementation Act, however strictly within the scope of the implementation of the Agreement. The
Supplier is explicitly prohibited from using any personal data obtained by virtue of the Agreement
for other purposes than the purpose for which they were obtained.
17.2 The Supplier warrants that it shall comply with technical and organizational protective measures,
giving due observance to the nature and scale of the personal data, the risks, the state of technology,
and the measures which are common practice within the business sector, which are adequate seen
within the context of article 24 GDPR.
17.3 If PVO is held liable by a third party, including but not limited to a stakeholder within the meaning of
the GDPR, the Dutch Data Protection Authority, or any other party, as a result of any default on the
part of the Supplier, the Supplier shall indemnify and compensate PVO upon first request for all and
any damage, penalties, administrative enforcement measures, and the legal and technical costs
involved.
17.4 In the event of a data security breach (‘data leak’), PVO shall be authorized to dissolve the Agreement,
regardless of whether the data security breach constitutes non-fulfilment of the Agreement.

18. Set-off
PVO is entitled to offset any amount that PVO and/or any of its Affiliates can claim from the Supplier,
and/or any of the Supplier’s Affiliates, against any amount payable to the Supplier by PVO and/or any
of its Affiliates.

19. Intellectual property rights
19.1 If and insofar as possible, the Supplier grants PVO a non-exclusive, perpetual, irrevocable, global and
transferable right to use intellectual property rights concerning goods delivered and/or services
provided by the Supplier. This right of use contains the right to grant a similar right of use to third
parties.
19.2 The Supplier warrants that the use of goods delivered or services provided by the Supplier shall not
infringe any intellectual property right or other third-party rights.
19.3 The Supplier indemnifies PVO against all and any claims by third parties arising from infringement of
the rights set out in article 19.2 and the Supplier shall compensate PVO for any ensuing damage.
19.4 For the purpose of this article, “Intellectual Property of PVO” refers to goods, information, concepts,
drafts, drawings, software or anything else whatsoever which is/are the object of an intellectual
property right of PVO. The Supplier shall in no event acquire any rights concerning the Intellectual
Property of PVO which are made available by PVO during the implementation of the Agreement. The
Supplier shall manage all Intellectual Property of PVO at its own expense and risk and keep it in a
good state of repair if applicable. The Supplier shall not use any Intellectual Property of PVO or have
it used by third parties unless the Supplier has been authorized in writing by PVO to do so.
19.5 Any information with regard to Intellectual Property of PVO is confidential information within the
meaning of article 14 (Non-Disclosure).
19.6 If, within the scope of the Agreement, the Supplier develops goods for PVO, any intellectual property
rights to be invoked shall fall exclusively to PVO. Any fee for this shall be deemed to be included in
the agreed price of the goods. Insofar as necessary the Supplier shall render its full cooperation to
the establishment of such rights or to a transfer of such rights to PVO.

20. Anti-bribery, anti-corruption and PVO’s Supplier Code of Conduct
20.1 The Supplier represents and warrants that it is aware of, and complies with, all applicable laws,
articles of association, regulations and PVO’s policy on anti-bribery and anti-corruption (included in
PVO’s Supplier Code of Conduct) (hereafter jointly referred to as: the anti-bribery laws and
regulations) including but not limited to the UK Bribery Act 2010, USA FCPA and that it shall not
engage in any activity, practice, or conduct which would constitute a criminal offence under any of
the anti-bribery laws and regulations.
20.2 The Supplier represents and warrants that it is aware of, and complies with PVO’s Suppliers Code of
Conduct.
20.3 During the term of the Agreement, the Supplier agrees to notify PVO immediately in writing if it
becomes aware of violation of any of the anti-bribery laws and regulations as well as any noncompliance
of PVO’s Supplier Code of Conduct.
20.4 The Supplier shall ensure that any natural person or legal entity associated with it that is performing
services or delivering goods in connection with the Agreement does so exclusively based on a written
contract which imposes terms on such natural person or legal entity which are equivalent to the
terms set out in this article.
20.5 The Supplier shall ensure that any natural person that is performing services or delivering goods in
connection with the Agreement shall at all time adhere to any reasonable instructions given by PVO,
either in writing or verbally.

21. Applicable law and dispute resolution
21.1 The legal relationship between PVO and the Supplier and any agreements concerning such legal
relationship shall be exclusively governed by the laws of the Netherlands. The applicability of the
provisions of the United Nations Convention on Contracts for the International Sale of Goods (the
1980 Vienna Sales Convention) is explicitly precluded.
21.2 All and any disputes between parties shall in the first instance be settled by the competent court in
‘s-Hertogenbosch, the Netherlands.