GENERAL PURCHASE CONDITIONS VAN DER PLAS GROUP – NOVEMBER 2020

1. GENERAL
   These conditions apply to all legal relationships in which VDP Group acts as purchaser of goods or services. They include all offers, quotations, orders, assignments, arrangements, agreements, and negotiations.
   Other terms and conditions are excluded unless VDP Group explicitly agrees in writing.
   If no response is given after receiving these conditions, acceptance is assumed. Any supplier who has delivered once under these terms is deemed to accept them for all future orders.
   

2. OFFERS
   Offers and quotations are fixed, irrevocable and valid for 1 month.
   They must be complete and include all required specifications and documentation.
   All related costs, including samples, are borne by the supplier.
   

3. FORMATION OF CONTRACT AND AMENDMENTS
   A contract is formed only after written acceptance by VDP Group.
   The order confirmation is considered correct unless the supplier objects in writing within 1 working day.
   Amendments are only binding if confirmed in writing by VDP Group.
   If a change affects price or delivery time, the supplier must inform VDP Group. If VDP Group considers these effects unreasonable, parties will consult. VDP Group may terminate the agreement immediately if no agreement is reached.
   

4. PRICES
   All prices are in euros and excluding VAT unless stated otherwise.
   

5. DELIVERIES
   Delivery takes place Delivery Duty Paid (DDP) according to Incoterms 2020.
   Risk remains with the supplier until unloading and receipt by VDP Group.
   Unless agreed otherwise, the supplier must insure the goods until delivery.
   Partial deliveries require written approval.
   

6. PRODUCT DOCUMENTATION
   Delivery is only complete when all products and required documentation are received.
   Suppliers must comply with FSI standards unless agreed otherwise and must be 100% Fair Trade or equivalent certified in developing countries. Products must be guaranteed free from child labour.
   On request, the supplier must provide information on production conditions.
   If goods cannot be checked at delivery, this will be noted on the transport document.
   Late delivery must be reported immediately. This does not release the supplier from obligations.
   In case of delay, the supplier is automatically in default. VDP Group may charge a penalty of 1% per day of the total order value.
   

7. PACKAGING
   Products must be properly packaged according to legal and environmental requirements.
   Supplier is liable for damage due to insufficient packaging.
   Non-compliant shipments may be refused or returned at supplier's expense.
   Defects discovered within 2 days must be reported immediately.
   Supplier must replace faulty goods without delay and bear all related costs.
   If replacement is not done in reasonable time, VDP Group may arrange replacement by third parties at supplier's cost.
   

8. WARRANTIES
   Supplier guarantees that products meet specifications or are suitable for the intended purpose stated by VDP Group.
   Products must comply with Dutch laws and regulations.
   

9. PAYMENT
   Invoices are paid within 45 days unless agreed otherwise.
   VDP Group may offset claims.
   

10. CONFIDENTIALITY AND PUBLICITY
    Parties share relevant information unless this causes legal or financial damage.
    Confidential information may not be disclosed unless legally required.
    Breaches lead to a penalty of EUR 10,000 per violation and EUR 2,500 per day.
    Supplier may not sell directly to VDP Group customers without permission.
    

11. FORCE MAJEURE
    Situations beyond VDP Group’s control, including international epidemics, constitute force majeure.
    VDP Group is not liable for resulting damage and may suspend or terminate the agreement.
    

12. APPLICABILITY
    These conditions apply unless explicitly deviated from by written agreement.
    

13. DISPUTES
    Dutch law applies.
    Disputes will first be handled mutually; otherwise the District Court of The Hague is competent.