General Procurement Terms and Conditions

1. Definitions

In these General Procurement Terms and Conditions following definitions are used:
1.1 Buyer: DISA International Holding BVBA or DISA Belgie BVBA or DISA Nederland Holding BV or DISA Nederland BV or DISA Singapore Pte Ltd or DISA USA Holding, Inc. or DISA USA Wreck Removal, Inc. as indicated in the Purchase Order.
1.2 Authorized Person: the person authorized to act for and on behalf of the Buyer as stated in the Purchase Order and/or Agreement.
1.3 Supplier: Each person or legal entity from which the Buyer purchases Products and/or Services and/or with which the Buyer negotiates regarding the Purchase Order for Products and/or Services.
1.4 Purchase Order: The Buyer’s formal request by an Authorized Person which is issued to the Supplier to supply Products and/or perform Services in the format described in Appendix 1 to these General Purchasing Terms and Conditions.
1.5 Products: All goods delivered, or to be delivered, to the Buyer in the context of performing the Purchase Order, regardless of whether the Purchase Order exclusively involves the supply of those goods or whether it also involves the supply of Services.
1.6 Services: The performance that the Supplier renders to the Buyer pursuant to the Purchase Order, to the extent this does not consist of supplying Products.
1.7 Specification: Detailed description of the Products and/or Services to be supplied by the Supplier as stated in the Purchase Order.
1.8 Approval: A prior expressed written approval by an Authorized Person
1.9 Agreement: Agreement between the Buyer and the Supplier regarding the delivery of Goods and/or performance of Services in the form of a Purchase Order.
1.10 Records: The information recorded by the Supplier in accordance with their internal quality system and in such a manner that the Buyer has a clear overview of the information contained in those records with respect to the Agreement, Goods and/or Services, including the underlying documents and data.

2. Applicability of these Terms and Conditions

2.1 These Terms and Conditions are – to the express exclusion of the Supplier’s terms and conditions – applicable to all Purchase Orders between the Buyer and the Supplier, as well as to any ensuing or related agreements or further agreements. The Supplier shall be considered to make his/her/its offer based on these Terms and Conditions.
2.2 The Terms & Conditions shall apply to all requests for quotations and any enquiries made by the Buyer to the Supplier as well as to all Agreements. Any quotation issued by a Supplier to the Buyer shall be valid for 90 calendar days.
2.3 Regardless of their form, deviations from or supplements to these Terms and Conditions shall only apply if the Buyer has consented to same in writing.
2.4 The Buyer shall not be obliged to remunerate the costs related to making and submitting a quotation.
2.5 If there is a conflict or lack of clarity between documents, or within a document, constituting the Agreement, the Supplier shall notify the Buyer immediately. The Buyer shall then determine which document will prevail. The Supplier shall not be entitled to receive an extra reimbursement or to postpone his/her/its supply.

3. Applicable law

3.1 These Terms and Conditions, all Purchase Orders placed by the Buyer and all Agreements concluded between the parties are governed by the laws of the country where Buyer is having its registered seat.

4. Purchase Order

4.1 The Buyer shall only be bound by Purchase Orders that are confirmed by the Supplier’s returning, within 7 working days of receiving the Purchase Order, of a signed copy of the Purchase Order provided by the Buyer, unless the Purchase Order specifies another term. As long as the Supplier has not confirmed the Purchase Order as described above, the Buyer shall be entitled to cancel the Purchase Order by providing written notice to the Supplier of same, without the Buyer being liable for any payment of damages or other compensation to the Supplier.
4.2 Offers, delivery deadlines, warranties, specifications and price lists provided by the Supplier, as well as other provisions agreed in writing, may not be unilaterally changed after their issue.
4.3 The Agreement shall be concluded by the timely confirmation of the Purchase Order in accordance with Article 4.1. The content of the Agreement shall be determined exclusively by the Purchase Order and these Terms and Conditions.

5. Prices

5.1 The prices stated in the Purchase Order are fixed. The parties must jointly agree to any changes to those prices in writing.5.2 The prices of the Products include the standard packaging and duty-paid delivery (“DDP”) to the destination specified by the Buyer (Incoterms 2015), in accordance with Article 13. Moreover, the prices for all Products and Services also include all preparatory and other work necessary to satisfy the requirements imposed by the Buyer, the descriptions and the Specification.5.3 If a fixed price cannot be agreed upon due to the complexity and nature of the Services rendered, an indicative price will be stated in the Purchase Order. The Supplier will also provide a detailed project plan including a time and cost breakdown. The Supplier will also be required to track and report the progress of the performed services against the milestones of the Agreement to the Buyer on a regular basis. In absence of such regular reporting by the Supplier to the Buyer article 5.1 will apply.