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- The private company with limited liability AFL Groep B.V, duly organized under the laws of the Netherlands with its registered seat and principal office in Venhorst legally represented hereunder by Niels van den Hoven, categorymanager hereinafter referred to as: “AFL Groep“;
- The private company with limited liability Seal Value duly organized under the laws of Estonia with its registered seat and principal office in Tallin, Estonia legally represented hereunder by …..…. , hereinafter referred to as: “Seller“;
AFL Groep and Seller are hereinafter also individually referred to as “Party” and collectively as the “Parties“.
- Seller acts as a producer and/or supplier of components that are used in Logistics areas, hereinafter referred to as “Products“;
- AFL Groep wishes to enter into an agreement with Seller with regards to the purchase of Seller’s Products;
- Parties wish to define the conditions of the purchase of Seller’s Products in this procurement agreement, hereinafter referred to as “Agreement“;
NOW, THEREFORE, the Parties have agreed as follows:
Article 1. Terms and conditions
- The GENERAL PURCHASING CONDITIONS OF AFL Groep hereinafter referred to as “Terms and Conditions“, which are attached to this Agreement as Appendix A, are to be included by reference in this Agreement as if set out fully
here in. The definitions used in article 1 of the Terms and Conditions apply to this Agreement in full.
- By signing this Agreement, Seller declares that it has received the Terms and Conditions, has taken note of them and accepts the applicability thereof.
The applicability of any other terms and conditions, such as Seller’s general terms and conditions of sale or Seller’s general terms and conditions of delivery and payment, is
Article 2. Contractual terms
- This Agreement is considered to be a framework agreement, in light of which AFL Groep will place individual Orders with Seller.
- This Agreement (including its recitals and appendices), the individual Orders constitute the entire agreement between Parties with respect to the subject matter thereof and supersede and replace all (prior) deviating and/or supplementary communications, negotiations, understandings, arrangements and agreements, whether Oral or Written, between Parties with respect to the subject matter.
- In case of any conflict of provisions in the contract documentation, the following ranking order shall apply: 1.) Order; 2.) order confirmation
Article 3. Term and termination
- T he Agreement shall commence on the date that it is signed by both Parties and is valid for the period of 96 months.
3.2 After the initial duration of the Agreement, its duration shall be automatically renewed for a period of 12 months, unless AFL Groep terminates (in Dutch: “opzeggen“) the Agreement early in accordance with article 15.4 of the Terms and Conditions or Seller terminates (in Dutch: “opzeggen“) the Agreement by Written notice against the end of the present term (initial term or automatically extended term) of validity of the Agreement, while observing a notice period of three months.
Article 4. Stock Obligations
4.1 Parties agree on a minimum stock of Products to be held by Seller. Such minimum
Stock is laid down accordingly in Appendix B.
4.2 In case of the ending of this Agreement, for whatever reason, AFL Groep is entitled – though not obliged – to purchase Seller’s stock, within a period of three months after the ending.
4.3 Seller shall never be entitled to any compensation in connection to the stock held.
Article 5. Payment conditions
The following payment conditions shall apply:
- Payment term: 45 days
- Payment discount: 2% if paid within 8 calendar days
- Credit limit: At least 20% of the annual turnover of the Seller
- Bank transfer costs: Not applicable
Article 6. Penalty clause
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Article 7. Purchase Conditions
- Forecast frequency: Quarterly
- Vendor rating: At least once a year
- Inspection requirements
and methods: Every six months a plant inspection by AFL Groep or external auditor.
Article 8. Order and Delivery Conditions
- Incoterms shipping: DDP (Delivered Duty Paid)
- Order/admin costs: No order or admin costs will be charged
- Delivery address: Kraaiendonk 46, 5428 NZ, Venhorst, Netherlands
- Order date Daily
- Delivery term: Daily
- Delivery time: Before 15:00
Article 9. Logistic Conditions
- Incorrect deliveries or
quality issues Seller collects the Product(s) at its own risk and expense from AFL Groep address.
- Packaging Seller will pack the goods properly in descripted carton boxes in Appendix C.
Article 10. Service Conditions
- RMA: Seller will credit the Product(s) to AFL Groep and takes the costs and risk for the return transport.
- Quality: Seller guarantees consistent quality according the specified specifications.
Article 11. Delivery period
11.1 Seller will send the goods immediately after receiving the order.
11.2 The delivery time must not exceed five working days
Article 12. Product requirements
12.1 All products will be delivered according the product requirements, found in Appendix C.
12.2 Any change to the product must be notified in advance and may not be implemented without written permission from the buyer.
Article 11. Disputes and applicable law
11.1 All disputes arising out of or in connection with the Agreement, Orders and/or Terms and Conditions and all other agreements that are concluded between Parties in the performance of or in connection with it shall be submitted exclusively and settled finally by arbitration.
11.2 The arbitration will take place in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitration will be conducted by a sole arbiter. The arbitration will take place in the Netherlands and the language of the arbitration will be English.
11.2 The Agreement, Orders, Terms and Conditions and all other agreements that are concluded between Parties in the performance of or in connection with it are governed by and will be interpreted in accordance with Dutch law (exclusive of its conflict of laws). The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is explicitly excluded.
IN EVIDENCE WHEREOF:
this Agreement was signed in duplicate in accordance with its provisions by:
AFL GROEP For Seal Value
By: Niels van den Hoven By: .………………
Title: Categorymanager Title:
Appendix A Terms and Conditions
Appendix B Stock obligations
Appendix C Product configuration and requirements