General Procurement Terms and Conditions


Article 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.








Article 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.


Article 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.










Article 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.


Article 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.


B. PERFORMANCE OF THE AGREEMENT









Article 6. 

Outsourcing

6.1 The Supplier shall perform the Purchase Order himself/herself/itself, unless the Buyer has expressly provided a prior written consent or written Purchase Order to, the Supplier to sub-contract or source any products or services from third parties. The Supplier shall be fully responsible for the performance of third parties engaged in performing the Purchase Order as if it were his/her/its own performance.
6.2  The Supplier shall indemnify the Buyer against all claims made by third parties involved in performing the Purchase Order.


Article 7.

Timely performance

7.1  The Supplier must perform the Purchase Order within the term for performance stated in the Purchase Order. The term for performance commences on the Purchase Order date, unless the parties agree otherwise in writing.
7.2  Should the Supplier fail to meet all or part of the requirements laid down in Article 7.1, the Supplier will immediately be in default without any notice of default being required. In such case, the Buyer shall be entitled, without judicial intervention and without prejudice to its other rights, to terminate the entire Purchase Order or to terminate that part of the Purchase Order that has not been performed; and to have a third party perform same at the Supplier’s expense.
7.3  As soon as circumstances arise or may be foreseen which prevent the Supplier from satisfying the obligations laid down in Article 7.1, the Supplier shall immediately notify the Buyer of this fact in writing, stating the nature and the circumstances, the measures the Supplier has taken and the expected duration of the delay, in default of which the Supplier will be precluded from citing these circumstances at a later time. A claim of force majeure shall not release the Supplier from his/her/its obligations if he/she/it has not complied with the provisions of this Article.
7.4 In the event of any delay in the progress of the Services and/or delivery of the Goods, as far as the delay is attributable to the Supplier and/or its employee, the Supplier shall take all additional measures required to remedy the delay. Any and all additional expenses and costs regarding these measures shall be for the risk and the account of the Supplier.


Article 8.

Postponement of delivery

8.1  The Buyer shall be entitled to postpone the delivery of the Products for a reasonable period of time by providing the Supplier with a written statement to that effect which indicates the period of time for which the delivery term will be extended.
8.2  If the Buyer avails itself of the right referred to in Article 8.1, the Supplier shall store the Products in a suitable place in such a manner that they are identifiable as being destined for the Buyer and shall take suitable measures to prevent a loss of quality in the Products. The Buyer shall pay the Supplier a reasonable amount of direct costs incurred in relation to said storage.


















Article 9.

Performance according to the Specification

9.1  The Supplier shall be obliged to perform the Purchase Order in strict accordance with the Specification and with due observance of the usual requirements of proper and good workmanship.
9.2  The Buyer shall be entitled to amend the Specification. Should this amendment result in a substantial change in the costs or the time necessary for the performance of the Purchase Order, then the price or date of delivery or supply of the Purchase Order may be adjusted accordingly.
9.3  The Supplier shall inform the Buyer within  5 working days after receiving written notification of the amendment, stating substantial changes in costs and/or time needed for the performance of the Purchase Order, in default of which the Supplier shall forfeit his/her/its right to adjust the Purchase Order. In anticipation of an Agreement between the parties concerning the possible amendment of the Purchase Order, the Supplier shall perform the Purchase Order in accordance with the amendment proposed by the Buyer.
9.4  The Supplier is not permitted to execute additional Services or provide additional Products, not being described in the Purchase Order. Only after submitting the full technical and financial consequences as well as lead times related to the performance of  the additional Services and/or Products and obtaining prior written approval of the Authorized Person, the additional Services and/or Products may be provided.


Article 10.

Quality & warranties

10.1  The Supplier shall warrant the proper quality of the Products delivered and/or Services performed. In particular, the Supplier shall in any case warrant that:

a. The Products and/or Services are suitable for the purpose for which they are intended;

b. The Products are new, of good quality and free of defects in design, processing, fabrication, construction and measurement, as well as free of defects in the parts and/or materials used;

c. The Products and/or Services have been manufactured and/or performed in accordance with the most recent state of the art;

d. The Products and/or Services conform completely with the Specification and the other provisions of the Agreement;

e. The Products and/or Services are fully in compliance with all of the applicable laws, regulations, etc.;

f. The products are quality certified in accordance with the law and the requirements for which it will be used as well as accompanied by the necessary certificates, maintenance records, manuals and other relevant documentation.
10.2  The Products and/or Services shall in any case be considered unsuitable if, within 1 year of delivery, defects become apparent, unless same are attributable to  intentional misuse by the Buyer.
10.3 Any occurrence of a breach of any warranty stated in Art. 10.1, shall be reported in writing  no later than 5 working days after becoming aware of this breach by the Supplier to the Buyer. The Supplier shall be liable for all losses or damages resulting from such a breach by the Supplier incurred by the buyer as the result of a breach by the Supplier and/or its employees and/or its subcontractors.


Article 11.

Delivery

11.1  The Supplier shall pack and/or safeguard the Products in such a way as to ensure that they will reach their destination in good condition when shipped by normal means of transport, and that they may safely be unloaded once they reach their destination. The Supplier shall duly observe and use all due care in meeting any special packaging and/or safety requirements imposed by the Buyer, provided that the Buyer has notified the Supplier of same in good time. The packaging must always comply with the relevant statutory requirements.
11.2  The Supplier shall strictly conform with the Buyer’s instructions regarding preservation, certification, labelling, shipment, transport documents to accompany delivery, etc.
11.3  The Buyer shall be entitled to reject shipments which do not conform with the provisions of Article 12.1 and/or 12.2.
11.4  The Buyer reserves the right to return packaging materials to the Supplier at the Supplier’s risk and expense, and to receive a credit for the amount that the Supplier has charged the Buyer for this packaging. The Supplier shall use all due care and shall suitably insure packaging or transport materials that the Buyer lends to the Supplier.
11.5 The Products must be delivered “DDP” (Incoterms 2015) at the location designated by the Buyer. The Supplier is obliged to ensure proper standard packaging and suitable transport. Partial deliveries of Products are permitted only if such are expressly stipulated in the Purchase Order. Delivery shall take place entirely at the Supplier’s risk and expense, even if the Supplier uses the services of the Buyer’s staff in performing any aspect of the delivery.


Article 12.

Inspection after delivery

12.1  Unless agreed otherwise in the Purchase Order, the Buyer shall inspect the Products or assess the Services within 15 days after being delivered or performed, respectively. If that inspection indicates that the Products or Services are inconsistent with the Purchase Order, then the Buyer shall return the Products or reject the Services or shall accept the Products and/or Services at a lower price.
12.2  The inspection shall under no circumstances  preclude the Buyer from claiming the Supplier’s non-performance of his/her/its warranty obligations stipulated in Article 10 or of any other obligations the Supplier may have to the Buyer.










Article 13.

Transfer of ownership and risk

13.1  The Buyer shall acquire ownership of the Products after these have been delivered or paid for, whichever is earlier. The Supplier shall bear the risk of harm to or loss of the Products until the time at which the Products are delivered to, and accepted by, the Buyer.
13.2  Contrary to the provisions of Article 14.1, the Buyer shall acquire ownership of the Products, as referred to in Article 8, when these are put into storage for the Buyer.
13.3  If incomplete Products have been paid for in advance, the Buyer shall - by virtue of the advance payment(s) it has made - acquire ownership of all materials, raw materials and semi-manufactured materials with effect from the date of the advance payment, without any further act of delivery being required. The Supplier shall keep these Products separate, free from encumbrances and duties, on behalf of the Buyer.
13.4  Even if ownership has been transferred pursuant to Article 14.2 or 14.3, the Supplier shall bear the risk of harm to or loss of the Products until the date on which the Products are delivered to, and accepted by, the Buyer.
13.5  The Supplier warrants that the Products to be delivered will be free of attachment, retention of title, third-party rights, etc., and that the Buyer shall have unrestricted access to the Products and/or Services. The Supplier shall indemnify the Buyer for all harm or loss ensuing from breaching this Article.


Article 14.

Payment, assignment and offset

14.1  The Buyer shall not owe payment until the Purchase Order has been performed in full. The Supplier shall be entitled to issue an invoice once performance is complete in accordance with the Purchase Order. The payment term is 45 days after the Buyer’s receipt of the relevant invoice.
14.2  The Supplier shall never be entitled to transfer his/her/its claims against the Buyer to any third party, unless the Buyer has furnished its written consent to same.
14.3  The Buyer shall be entitled to offset all debts it owes to the Supplier against any claims that the Buyer has against the Supplier or against a group company affiliated with the Supplier. If the claim offset by the Buyer has not yet become due, a discount shall apply in an amount equal to the statutory interest owed for the period between the offset date and the due date.
14.4  Without prejudice to its statutory rights to postpone performance, the Buyer shall be entitled to suspend payment to the Supplier as long as the Supplier, or a group company affiliated with the Supplier, continues to default on his/her/its obligations pursuant to other agreements between the parties.
14.5  If Products are stored in accordance with Article 8, the payment shall be owed within the term referred to in Article 15.1 after the storage of the Products begins.
14.6  The Buyer shall be entitled to assign the Agreement to a third party without the Supplier’s consent.


Article 15. 

Goods made available by the Buyer

15.1  The Buyer shall remain the owner of all goods made available to the Supplier in connection with the Purchase Order. The Supplier shall at all times refrain from using these goods in such a way that third parties acquire ownership of same through alteration, accession, confusion or any other cause. If the aforementioned goods become part of a Product, the Buyer shall, contrary to the provisions of Article 14, acquire ownership of that Product by operation of law without any further act of delivery being required. This provision shall not prejudice the provisions regarding risk contained in Article 14, which shall remain in full force and effect.
15.2  The Supplier shall, at his/her/its own expense and on behalf of the Buyer, ensure that all of the goods that he/she/it receives from the Buyer are insured, under the usual terms and conditions, against all harm or loss that could result from the full or partial loss of, or harm to, those goods, regardless of the cause of same.
15.3  Immediately after the Purchase Order is performed and unless the Buyer instructs the Supplier otherwise in writing, the Supplier shall return, in good condition, all models, stamps, drawings or other tools that the Buyer has provided to the Supplier. The Supplier shall use these tools entirely at his/her/its own risk; the Buyer shall never be liable for any negative consequences, including but not limited to damages, losses etc. ensuing from the use of these tools by the Supplier or any third parties. The Supplier shall not use these tools for any purpose, or authorize or allow the tools to be used by a third party for purposes, other than in connection with the proper performance of the Purchase Order.


Article 16.                                   Liability and indemnity







16.1  The Supplier shall perform the Purchase Order entirely at his/her/its own risk. The Supplier shall compensate all harm or loss resulting from or connected with the performance of the Purchase Order that is incurred by the Buyer or by third parties, regardless of whether that harm or loss is caused by the Supplier, his/her/its personnel or parties whom the Supplier has involved in the performance of the Purchase Order.
16.2  The Supplier shall be fully liable for any harm or loss that the Buyer or third parties may incur as a result of any defects in the Products supplied and/or the Services rendered, even if the Supplier is not     responsible for the creation or existence of those defects.
16.3  The provisions of Articles 17.1 and 17.2 shall also inure to the benefit of any aggrieved third parties referred to therein. The Supplier shall indemnify the Buyer against all claims which such third parties may assert against the Buyer.
16.4  The Supplier is obliged to obtain adequate insurances from a reputable insurer to cover his/her/its obligations and liabilities pursuant to an Agreement or the applicable law.
16.5  The Buyer shall be entitled to examine the insurance policy or policies referred to in Articles 16.2 and 17.4. These insurance policies must list the Buyer as a co-insured party, and, if so requested by the Buyer, the Supplier must furnish proof that the premiums for such insurance policy or policies have been paid.


Article 17.                                   Breach by or insolvency of the Supplier






17.1  If the Supplier fails to perform any of his/her/its obligations pursuant to the Agreement or other agreements ensuing therefrom, or fails to do same properly or in a timely fashion, and, in any case, if:

- the Supplier is declared bankrupt, put into receivership or placed under administration;

- the Supplier receives or requests a suspension of payment;

- the Supplier participates in a debt-restructuring scheme, whether or not voluntarily;

- the Supplier ceases to operate all or a substantial part of his/her/its business, transfers it to a third party or liquidates it in another manner;

- an attachment is levied in such a manner that there are reasonable grounds for doubting whether the Supplier will be able to continue all or part of his/her/its business activities or those relevant to the Buyer,

then the Buyer shall be entitled, without any further notice of default and/or judicial intervention being required, to dissolve all or part of the Agreement, without prejudice to the Buyer’s right to claim compensation for all loss or harm, expenses - including related judicial and extrajudicial expenses -  and interest expenses it incurs.
17.2  Any claims which the Buyer may have or may acquire against the Supplier  as per Article 18.1 shall immediately be due and payable in full.
17.3  Notwithstanding a dissolution of the Agreement as referred to in Article 18.1, the Buyer shall retain all of its rights and the Supplier shall retain all of his/her/its obligations as stipulated in these Terms and Conditions or pursuant to the applicable law.




Article 18.  

Termination

18.1 The Buyer shall at all times be entitled to terminate all or part of the Agreement by  written     notice. In such case, the Buyer shall reimburse the Supplier only the direct expenses incurred prior to the termination, plus  any reasonable  direct costs relating to the termination of the Agreement.
18.2 If at any time it appears that the Goods and/or Services are not in accordance with the Agreement, the Buyer reserves the right to terminate without any liability for direct costs and expenses as mentioned in Article 19.1. 


C. ADDITIONAL PROVISIONS APPLICABLE TO SERVICES.








Article 19.

Suspension

19.1  The Buyer shall be entitled to postpone or suspend performance of the Services for a reasonable period of time, free of charge, by providing the Supplier with a written statement to that effect. The Buyer’s written statement shall indicate the amount of time for which the term for performance is being extended or when the Service may be resumed.


Article 20.                              Performance and supply







20.1  The Supplier shall perform the Services in accordance with the Agreement and with the expertise that may be expected from an experienced Supplier and shall comply with all standing rules, codes of conduct and safety regulations, etc., imposed by the Buyer.
20.2  The Supplier shall notify the Buyer in writing when the Supplier believes that the Services have been fully and correctly performed. The Buyer shall notify the Supplier within a reasonable period of time whether or not the Services are approved. The Services shall only be considered to have been accepted by the Buyer after the Buyer provides the Supplier with written notification that the Services have been rendered to the Buyer’s satisfaction.


D. OTHER PROVISIONS




Article 21.                               Auditing & Intermittent Work Inspection






21.1 Without prejudice to the provisions set down in articles 22.2 and 22.3, and without prejudice to the obligation of the Supplier to carry out the necessary inspections himself, the Buyer and his Client(s) or third parties as instructed in writing by the Authorized Person, are entitled to audit the Supplier and inspect the Services executed at any time and free of charge.
21.2 Whether the Buyer has exercised the right referred to in article 22.1 or not, the Supplier shall retain full liability for the correct execution of the Agreement.
21.3 If during an audit or an inspection by the Buyer, Client or third party, it appears that the Supplier does not fully, or only partially complies with the Agreement, the Authorized Person shall send the Supplier a notice of default. The Supplier will have  5  working days to rectify the non-compliance after being notified by the Authorized Person of the Buyer.
21.4 Unless expressly agreed otherwise, the Supplier shall, during the execution of this Agreement submit the necessary drawings, calculations, records and specifications for Approval before commencing the service. Approval from the Authorized Person does not constitute acceptance and does not affect the responsibility of the Supplier to fulfill its obligations.
21.5 Upon the first written request of the Authorized Person, the Supplier is obliged to carry out all the tests agreed upon or otherwise required, at his her own expense and to submit the results and records  soonest to the Authorized Person.
21.6 Any acceptance of the Goods and/or Services or part thereof by the Buyers’ local entity, which is coupled with a confirmation at the location of delivery of the Services or a part thereof will be deemed a temporary acceptance or test and does not affect the rights of the Buyer which arise from this Article.


Article 22.                               Intellectual property 







22.1  The Supplier grants the Buyer a non-exclusive, irrevocable license, subject to any intellectual property and other exclusive rights regarding the Products supplied. Pursuant to this license, the Buyer shall have the right to use and apply, in the course of the Buyer’s own business, the inventions and know-how incorporated into the Products to the extent these are protected by the rights referred to, including to repair the Products and/or to cause them to be repaired, and the Buyer shall also be authorized to supply the Products to third parties, whether or not the Products are supplied to the third parties as a component of other goods. The fee for this license is included in the price. 
22.2  The Supplier warrants that the Products do not infringe the intellectual property rights of any third parties and shall indemnify the Buyer, companies affiliated with the Buyer and the Buyer’s clients and customers for all costs, loss or harm that may arise as the result of any infringement or alleged infringement of such rights. 


Article 23.                               Confidentiality 







23.1  The Supplier is required to observe strict confidentiality with regard to all of the information he/she/it may obtain in connection with the Agreement or the performance thereof, including the nature of, the reason for and the result of the Purchase Order the Supplier performs. 
23.2 The Supplier shall not use any drawings, specifications, technical data and other information provided by the Buyer and/or its’ employees and/or its’ subcontractors for any reason other than to fulfill the Agreement.


Article 24. 

Disputes

24.1  All disputes (including issues that may be considered disputes by only one of the parties) that may arise in relation to the Agreement or any additional Agreements ensuing therefrom, shall be submitted     to the exclusive jurisdiction of the competent courts in the district where the Buyer is having its registered seat.


Article 25.                              General Code of Conduct for Suppliers 






25.1  By entering into the Agreement, the Supplier certifies that he/she/it is familiar with, and shall fully comply with, the Buyer’s General Code of Conduct for Suppliers and agrees that any violation thereof could result in an immediate termination of the Agreement as described in Article 19. 


Article 26.                              Safety, Health, Environment and Quality (SHEQ) 






26.1  The Buyer, as part of the DISA group, is bound by and subject to the SHEQ policy. 
26.2  The Supplier shall be subject to the SHEQ policy throughout his/her/its performance of the Purchase Order. The Supplier shall ensure that his/her/its personnel are aware of the SHEQ policy guidelines and that they fully comply with same. 








Article 27. 

Data Privacy







27.1  Buyer shall:

(a) comply with all applicable Data Privacy Laws;

(b) only collect, access, use, or share Supplier Personal Information, or transfer Supplier Personal Information internally (to enable all administrative actions required to fulfil the Agreement) or to authorized third parties, in performance of its obligations under the Agreement, in conformance with Suppliers’ instructions, or to comply with legal obligations. Buyer will not make any secondary or other use (e.g., for the purpose of data mining) of Supplier Personal Information except (i) as expressly authorized in writing by Supplier in connection with Supplier’s use of the Services, or (ii) as required by law.

(c) not share, transfer, disclose or provide access to Supplier Personal Information for any third party except to provide services under the Agreement or as required by law.

 Buyer refers to its Privacy Policy for any other Privacy related matter / info. This policy can be found here (https://www.disa-international.eu/en/disa-privacy-policy)


Article 28.                               NL - WagwEU compliance







28.1 Supplier shall comply with the following Dutch regulation if/when applicable::

(a) As of March 1, 2020, there is a duty to notify for employers abroad and relevant self-employed persons from countries within the European Economic Area (EEA) and Switzerland who have a temporary posting in the Netherlands. They must indicate to the Dutch online notification portal what work they will be performing, the period in which it will take place and whether they are bringing employees with them. The arrival of all posted workers must also be notified. Countries within the EEA are all EU member states, Norway, Liechtenstein and Iceland.

(b) Details can be found at: https://english.postedworkers.nl/online-notification-portal

(c) The Dutch online notification portal can be found at: https://meldloket.postedworkers.nl/runtime/?lang=en

 (d) It is the responsibility of Supplier to ensure that the above - if/when relevant - has been performed correctly.