1.1 In these General Conditions of Purchase the following terms have the following meaning:
(i) General Conditions of Purchase: these conditions used by Interface.
(ii) Services: all the activities to be carried out by the Supplier, the delivery of products which cannot be defined as Goods, including software licences, advice, etc.
(iii) Interface: Interface European Manufacturing B.V. and/or any affiliated company.
(iv) Supplier: the contracting party with Interface in every agreement con-cluded and/or to be concluded between Interface and the other party, cer-tainly including any agreement related to carrying out Services (or having them carried out), or the delivery of Goods by order of Interface.
(v) Offer: an offer specified by the Supplier at Interface’s request, regarding the purchase of Goods by Interface and/or carrying out Services (or having them carried out) at the request of Interface.
(vi) Agreement: an agreement with regard to the purchase of Goods by Inter-face and/or carrying out Services (or having them carried out) on Inter-face’s instructions.
(vii) Damage: all damage (including but not limited to damage stemming from liability, actions, claims, cost rulings and losses), whether direct or indi-rect, including consequential loss (including but not limited to loss of profit) and reasonable costs for experts, accountants and legal and tax ad-visors.
(viii) Goods: material objects which are subject to human control.
2.1 The General Conditions of Purchase apply to all Agreements which Interface concludes with its suppliers, and to all the Offers made by the Suppliers to Inter-face, to the exclusion of the conditions used by the Supplier.
2.2 Deviating clauses from the General Conditions of Purchase between Interface and the Supplier are only binding on Interface if and in so far as these clauses have been agreed between the parties in writing.
2.3 Interface is authorized to amend the General Conditions of Purchase and to de-clare that these amended conditions apply to Agreements concluded with the Sup-plier. If Interface declares that the amended conditions apply to existing Agree-ments, it shall inform the Supplier in writing 30 days before the entry into effect of the amendment. The Supplier then has the right to terminate the Agreement with Interface within 14 days, without either of the parties owing compensation for damages to the other party.
2.4 The provisions of the Vienna Sales Convention are excluded.
3. Concluding an Agreement
3.1 An Agreement is concluded by:
(i) The written acceptance of the Offer by Interface.
(ii) The acceptance by Vendor, in writing, in good time and in full, of the or-der or assignment given by Interface.
4. Content of the Agreement
4.1 The content of the Agreement is what is set out by Interface either upon the re-quest to the Supplier to issue an Offer or upon acceptance of the Offer in accor-dance with Article 3.1, sub (i), or with the specifications which Interface submit-ted to the Supplier with either the order or the commission, as referred to in Arti-cle 3.1, sub (ii).
4.2 The price owed to the Supplier by Interface for the performance of the Agreement excludes V.A.T.; all other taxes and other costs owed to third parties are included in the price. The condition “postage including taxes” Scherpenzeel applies as the condition of delivery (DDP as described in Incoterms 2000), unless the General Conditions of Purchase or the Agreement contains deviating provisions. Under no circumstances is Interface obliged to pay the Supplier any additional costs, includ-ing costs such as order, administration and postage costs.
4.3 If the Supplier or a third person contracted by the Supplier has to carry out work when the Goods are delivered to enable the delivered Goods to be used, the costs associated with such work are included in the price unless expressly determined otherwise when the Agreement is concluded.
5.1 With regard to the Goods to be delivered to Interface by the Supplier, the Supplier guarantees that they are delivered:
(i) At the place agreed in the Agreement;
(ii) Within the period of delivery agreed in the Agreement;
(iii) In accordance with the specifications agreed in the Agreement and in ac-cordance with the general customary quality requirements which apply for the Goods concerned;
(iv) In accordance with the procedures agreed in the Agreement, also including any work which has to be carried out at the business premises of Interface; (v) In accordance with all applicable legal regulations which apply in this re-spect.
5.2 With regard to the delivery, the Supplier is obliged to present Interface with the agreed-upon and/or legally required related documents, which must comply with what is required in accordance with the Agreement or the law. The Supplier is obliged to draw up and complete these documents in the customary and/or agreed upon and/or prescribed way.
5.3 The Goods to be delivered to Interface by the Supplier must be suitably packaged but at the same time in such a way that Interface can easily check whether at first sight they comply with the specifications agreed in the Agreement. Unless agreed otherwise, the Supplier must take responsibility for taking and removing the pack-aging materials used by him.
5.4 At Interface’s first request, the Supplier is obliged:
(i) To enable Interface to be informed about the manufacturing process (and any preparations for the manufacture) of the Goods to be delivered to In-terface by the Supplier.
(ii) To enable Interface to check the Goods or samples to be delivered by the Supplier during or immediately after the manufacturing process with re-gard to the agreed specifications. 5.5 At Interface’s first request, the Supplier is obliged to cooperate with the inspec-tion of Goods to be delivered by him to Interface, or of delivered Goods with re-gard to the specifications determined in the Agreement. Interface designates the testing institute. If the inspection takes place after the Goods have been delivered, Interface’s request for an inspection must be made within 30 days after the deliv-ery of the Goods by the Supplier. If the delivery takes place in instalments, each part that is delivered can be inspected separately. The Supplier does not have the right to charge Interface for the costs incurred by his cooperation with the inspec-tion.
5.6 Interface has the right, but is not obliged, to make a request to the Supplier, as indicated in Article 5.4 and 5.5 Whether or not a check and/or an inspection is carried out in no way affects Interface’s right to claim the fine referred to in Arti-cle 5.9 or its right to claim full compensation for damages from the Supplier, in the case of the Supplier’s failure to observe the Agreement.
5.7 If either the check and/or inspection referred to in Article 5.4 and 5.5 shows that the Goods delivered or to be delivered by the Supplier do not comply with the specifications agreed in the Agreement, or it is demonstrated at any other time that the Goods delivered or to be delivered do not comply with what was agreed in the Agreement, the Supplier is obliged:
(i) To replace, improve or repair the goods delivered or to be delivered by him (at Interface’s choice) within a reasonable period determined by Inter-face. If the Supplier does not comply with this within the period that was determined, Interface has the right to replace, improve or repair the Goods (or have them replaced, improved or repaired) at the Supplier’s expense and risk;
(ii) To pay the costs incurred by the inspection at Interface’s first request.
5.8 Whether or not this failure can be attributed to the Supplier, the failure to observe the provisions of Article 5 leads directly to the Supplier being in default without Interface having to send the Supplier notification of default. In that case, the Sup-plier is obliged to pay Interface a fine of 50% of the agreed-upon price, which can be claimed immediately, at Interface’s first request. In addition, Interface has the right to claim complete compensation from the Supplier for the Damages it has suffered.
5.9 At Interface’s first request, the Supplier is obliged to cooperate with the estab-lishment of an undisclosed pledge with Interface as beneficiary on the Goods to be delivered to Interface by the Supplier, as security for everything that Interface may claim from the Supplier, based on any Agreement between the Supplier and Interface. The size of Interface’s claim is shown in Interface’s administration.
6.1 If and in so far as the Agreement relates to carrying out Services, the provisions of Article 5 apply correspondingly mutatis mutandis.
7.1 The Supplier is responsible for taking out and maintaining all those insurances such as CAR insurances, which are necessary in connection with claims for possi-ble damages suffered by Interface or third parties as a result of shortcomings on the part of the Supplier.
7.2 The Supplier must take out and maintain all those insurances to cover the dam-ages which could be suffered by its personnel or other persons subcontracted by it in connection with the execution of the Agreement, and for damages to and the loss of business equipment used by the Supplier for the execution of the Agree-ment.
7.3 The Supplier shall send Interface the policy conditions concerned, at its first re-quest.
8. Environmental policy, personnel policy, safety
8.1 Interface adheres to strict norms with regard to having an environmentally-friendly enterprise, responsible personnel policy and the safety of employees and other third parties concerned. The applicable protocols are sent to the Supplier by Interface on request. Interface expects that the Suppliers shall take over the policy referred to by Interface in this article as far as possible in their own policies, on the understanding that the instructions of Interface must be followed by the Sup-plier within the period determined by Interface.
9. Invoicing and payment
9.1 The Supplier only has the right to invoice Interface after the delivery of the Goods agreed in the Agreement, or after the execution of the Services agreed in the Agreement. Invoices must be sent in duplicate, marked with the reference of the Agreement to:
Interface European Manufacturing B.V.
for the attention of Financial Administration
P.O. box 16
3925 ZG Scherpenzeel
9.2 In accordance with the provisions of Article 9.1, Interface is obliged to pay the invoices sent to it within a period of a maximum of sixty days of receiving them in one of the bank or giro accounts of the Supplier known to Interface.
9.3 If it is agreed that Interface shall pay the Supplier in advance, or if it is provided in any other way that the delivery of the agreed-upon Services or Goods shall only take place after payment by Interface, the Supplier shall issue Interface with a bank guarantee at Interface’s first request, amounting to at least the sum that is paid by Interface in advance. The text of the bank guarantee is determined by In-terface and payment by Interface takes place only when the bank guarantee has been drawn up in the way required by Interface.
9.4 At all times Interface has the right to deduct or compensate for what it owes or shall owe the Supplier with what the Supplier owes or shall owe Interface.
9.5 The application of Article 6, 119a of the Dutch Civil Code is excluded.
10. Ownership and transfer of risk
10.1 The ownership (or the risk of damage and loss) of the Goods to be delivered to Interface by the Supplier transfers to Interface at the time of their delivery in ac-cordance with Article 5.
10.2 Without prejudice to the provisions of Article 5, if the Goods to be delivered must be integrated or combined with goods which are part of the assets of Interface, the ownership of the Goods to be delivered transfers to Interface, as soon as the Sup-plier has actually placed these Goods under Interface’s control, The work in-volved in integrating or combining the Goods carried out by the Supplier is com-missioned by and for Interface.
10.3 If it is agreed in the Agreement that the ownership of the Goods is transferred before the delivery in accordance with Article 5, the Supplier is obliged to issue a declaration to Interface at Interface’s first request, that the ownership of the Goods has been transferred to Interface. However, the risk of damage or loss of the Goods delivered in this way is only transferred at upon the actual delivery to Interface.
10.4 The Goods which are not delivered by the Supplier in accordance with the provi-sions of Article 5 are never deemed to have become the property of Interface; In-terface has the right to send these Goods back to the Supplier (or have them sent back) at the Supplier’s expense and risk.
11. Delivery on consignment
11.1 If the Agreement provides that the Supplier delivers the Goods “on consignment”, the following provisions apply, in deviation from and in addition to the provisions on delivery and payment provided elsewhere in the General Conditions of Pur-chase.
11.2 The ownership and the risk of loss and damage of Goods delivered by the Sup-plier on consignment are transferred to Interface after Interface starts to use the Goods concerned. During the period that the Goods are not yet used by the Sup-plier they must be insured by the Supplier.
11.3 Interface is competent to subject the Goods delivered on consignment to an in-spection as referred to in Article 5 at any time that it wishes to do so, disregarding the period referred to in Article 5 within which an inspection must take place if the Goods are not delivered on consignment.
11.4 Interface has the right to use the Goods delivered on consignment at any time it wishes to do so, and the bookkeeping of Interface determines the nature and quan-tity of Goods that have been used.
11.5 There is a question of use at the moment that Interface processes the Goods deliv-ered by the Supplier on consignment into new goods, or uses up the Goods deliv-ered on consignment.
11.6 The Supplier only has the right to send Interface an invoice for the delivery of the Goods after the Goods have been used.
11.7 Interface has the right to establish a right of pledge on the Goods delivered as a consignment with priority over rights of pledge established or to be established earlier or later, as security for everything which Interface can claim from the Sup-plier at any time according to its administration or according to shortcomings on the part of the Supplier. The Supplier shall cooperate with the establishment of a right of pledge at Interface’s first request.
12. End of the agreement
12.1 Interface has the right to dissolve the Agreement if the Supplier fails to observe any obligation arising for him from the Agreement, irrespective of whether this failure can be attributed to the Supplier. Interface is not liable for the damages which the Supplier could suffer as a result of the termination.
12.2 If Interface has concluded several Agreements with the Supplier, which may or may not be related, Interface has the right to terminate the other Agreements if it has dissolved one Agreement with the Supplier on the basis of Article 12.1, with-out the Supplier having a right to any compensation, except in those cases in which the Supplier has already started to carry out the Agreement concerned, in which case Interface shall only be obliged to pay the Supplier that part of the price from which it has benefited.
12.3 Interface has the right to terminate the Agreement if the Supplier applies for and obtains a (provisional) suspension of payment, if the Supplier is declared bank-rupt, or if the act on debts repayment for natural persons is declared to be applicable to him.
13.1 The Supplier is liable for the Damages suffered by Interface as a result of the fail-ure of the Supplier to observe his obligations. If the Supplier does not respond in writing within four weeks after being held liable, the Supplier is deemed to have accepted the liability and the size of the Damages indicated by Interface. Inter-face has the right to suspend all of its payment obligations to the Supplier until complete compensation has been paid for the Damages suffered by Interface.
13.2 The liability of Interface for Damages suffered by the Supplier as a result of the attributable failure to observe an Agreement by Interface is limited to the price de-termined in the Agreement for the Goods or Services to be delivered by the Sup-plier.
13.3 Interface is not liable for Damages suffered by people contracted in by the Sup-plier for the execution of the Agreement, or for Damages which have been in-curred by business equipment used by the Supplier.
13.4 If the Supplier has suffered Damages, Interface must be informed in writing of the Damages within four weeks after the event which caused the damages. No com-pensation is paid for damages which are only notified after this period.
13.5 If Interface is held liable by third parties on the basis of the provisions in title 3, section 3, book 3 of the Dutch Civil Code because the Goods delivered by the Supplier – which were used by Interface or processed in Goods delivered to third parties by Interface – contain a defect as referred to in Article 6:185 of the Dutch Civil Code, or caused such a defect, the Supplier is liable for the Damages suf-fered by Interface as a result.
13.6 The limits on Interface’s liability referred to in Article 13 do not apply in the case that the damage suffered by the Supplier is the result of deliberate intent or gross negligence on the part of Interface.
14.1 The Supplier indemnifies Interface for all claims by third parties with regard to damages resulting from a defect in Goods or Services delivered to Interface by him, irrespective of whether he produced the Goods himself or carried out the Services himself.
14.2 The Supplier indemnifies Interface against claims from (government) agencies related to P.A.Y.E., tax and social security premiums related to the performance of the Agreement. In such a case it can be agreed that Interface will have a blocked account for the competent agencies into which the payments due can be made.
14.3 The Supplier indemnifies Interface against claims by third parties which are based on an infringement of intellectual property rights (including licences).
15.1 The Supplier is obliged to treat all the (product) information made available to it by Interface with confidentiality. The Supplier is not permitted to pass (product) information provided by Interface to third parties without Interface’s prior consent in writing.
15.2 If an Agreement between the Supplier and Interface has been terminated, the Sup-plier is obliged to return all the written information provided by Interface, unless this information is still required for the execution of subsequent Agreements be-tween Interface and the Supplier.
15.3 If Interface considers that the Supplier has violated the provisions of this article, the Supplier owes a fine of € 50,000 which can be claimed immediately, without prejudice to Interface’s right to claim for the full damages suffered by Interface from the Supplier. The Supplier can only disprove Interface’s conclusion that the obligation of confidentiality has been violated by demonstrating that the informa-tion concerned was made public by means other than through the Supplier’s actions.
16. Applicable law
16.1 Only Dutch law applies to an Offer and to an Agreement.
16.2 Any dispute which is related to or arises from an Offer or an Agreement shall be submitted to the competent court in first instance in Utrecht.
Conditions of Purchase
GENERAL CONDITIONS OF PURCHASE