GENERAL PURCHASE AND CONTRACTING CONDITIONS MEYLAND NV & A.B.S. ROELAND NV
1. Definitions
1.1. “GPC“: the present general purchase and contracting conditions;
1.2. “Services“: the performance of works/services by the Contractor on behalf of MEYLAND;
1.3. “Goods“: the goods, material, raw materials, machinery, etc. that MEYLAND purchases from the Seller;
1.4. “MEYLAND“: the public limited company “Meyland” (VAT BE-0406.096.834) and the public limited company “A.B.S. Roeland” (VAT BE-0472.351.990), both with registered offices at 9991 Maldegem, Vaartkant 3, RPR Ghent, subsection Ghent;
1.5. “Resources“: the resources, including but not limited to materials, raw materials, tools, consumables, etc. made available by MEYLAND to the Seller/Contractor for the performance of the agreement;
1.6. “Privacy Legislation“: EU Regulation 2016/679 of 27 April 2016 on the
protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, and other (future) Belgian legislation implementing the aforementioned Regulation or any other legislative act amending it;
1.7. “Seller/Contractor“: any person, whether or not acting in their own name or through a legal entity, who, in their capacity as Seller and/or Contractor, sends a quote or enters into an agreement with MEYLAND for the purchase of Goods by MEYLAND and/or the provision of Services to MEYLAND;
1.8. “Website“: www.meyland.be and www.absroeland.be
2. Scope of the GPC
2.1. All commercial relationships, both current and future, between MEYLAND and the Seller/Contractor shall be
governed by: (in hierarchical descending order): (i) the written and signed agreement between MEYLAND and the Seller/Contractor, (ii) the written and/or electronic order form issued by MEYLAND, (iii) the verbal and/or written/electronic order/contract issued by MEYLAND, (iv) these GPC and (v) Belgian law.
2.2. Acceptance of the order/contract by the Seller/Contractor implies acceptance of the present GPC – which are enclosed with the order/contract and available on the Website – and implies a waiver of the Seller/Contractor’s own general terms and conditions. The GPC shall always take precedence over the general terms and conditions of the Seller/Contractor, even if these conditions specify that they alone are applicable.
2.3. The (recurrent) non-application of any right by MEYLAND shall only be considered as tolerating a specific situation, and shall not prevent MEYLAND from invoking this right at a later date.
2.4. MEYLAND reserves the right to amend or modify its GPC at any time upon prior written/electronic notification to Seller/Contractor.
2.5. The possible invalidity of one or more provisions of these GPC, or any part thereof, shall not affect the validity of the other provisions and/or the remaining part of the provision in question. In such cases, MEYLAND and the Seller/Contractor shall attempt to replace the invalid provision with an equivalent provision. Should the Parties fail to reach an agreement, the competent court shall adapt the invalid provision to what is (legally) authorised.
2.6. These GPC first cover the general provisions applicable to all purchases of Goods and orders of Services by MEYLAND (unless expressly stated otherwise), and then the specific provisions relating exclusively to (i) the purchase of Goods and (ii) orders of Services by MEYLAND.
I. GENERAL
Section I. applies to all purchases of Goods and orders of Services by MEYLAND (unless expressly stated otherwise).
3. Requests for quotes / quotes
3.1. A request for a quote by MEYLAND shall be entirely without obligation and shall only be considered as an invitation by the Seller/Contractor to submit a quote which is valid as an offer.
3.2. A verbal and/or written/electronic quote made by the Seller/Contractor shall be binding and irrevocable on the Seller/Contractor, unless MEYLAND has expressly stated otherwise. The price, description and characteristics of the Goods and/or Services as stated in the quote are therefore also binding.
4. Establishment of the agreement
4.1. If MEYLAND, on its own initiative, places an order/contract (without receipt of a quote on the part of the Seller/Contractor), the contract shall be established at the time when the order/contract is placed by a person authorised to legally bind MEYLAND: (i) transmitted by telephone or (ii) sent to Seller/Contractor in written/electronic form.
4.2. Conversely, if MEYLAND receives a quote from the Seller/Contractor, the agreement shall be established: (i) at the moment a person authorised to legally bind MEYLAND confirms the Seller/Contractor’s quote in writing/electronically, (ii) or when MEYLAND takes the necessary steps for the Seller/Contractor to commence the agreement.
4.3. MEYLAND may at any time request the Seller/Contractor to make modifications and additions to the quote. In such cases, the agreement shall be established: either (i) at the time when MEYLAND receives the written/electronic confirmation of the order/contract in accordance with the modified or supplemented quote, (ii) or if the Seller/Contractor has not provided MEYLAND with any written/electronic comments or refusal within five (5) working days after the request for modification of the quote.
5. Modifications after the establishment of the agreement
5.1. Any modifications or additions to the order/contract after the establishment of the contract shall only be valid with the
written/electronic agreement of both parties, among other things with regard to the price, the payment conditions, performance deadlines, etc. The Seller/Contractor shall always be flexible and try to accept these modifications/additions where possible.
5.2. The price of these modifications or additions shall be calculated on the basis of price-determining factors applicable at the time the modifications or additions are agreed.
5.3. The Seller/Contractor shall not be entitled to transfer the agreement or any part thereof to a third party without the express written consent of MEYLAND.
6. Cancellation
6.1. MEYLAND shall have a period of seven (7) calendar days from the establishment of the agreement to cancel an order/contract without the Seller/Contractor being entitled to any compensation.
MEYLAND reserves the right to (partially) cancel the agreement, without any form of compensation, in the event that its customer cancels the order for which MEYLAND has entered into the agreement with the Seller/Contractor, and provided that the Seller/Contractor has not yet started to perform the agreement.
6.2. In the event MEYLAND decides to cancel an agreement (i) outside the aforementioned circumstances, (ii) or outside the circumstances of force majeure/hardship and (iii) without any breach of contract on the part of the Seller/Contractor, the Seller/Contractor shall at most be entitled to compensation equal to ten (10)% of the price (excluding VAT) of the cancelled agreement, with a minimum of one hundred (100) euros, without prejudice to the Seller/Contractor’s right to compensation for higher proven damages.
6.3. In the event of (even partial) cancellation or termination of an agreement by the Seller/Contractor, (i) outside the circumstances of force majeure/hardship and (ii) without MEYLAND being in default, MEYLAND shall be entitled to fixed damages equal to ten (10)% of the price (excluding VAT) of
the cancelled agreement, with a minimum of one hundred (100) euros, without prejudice to MEYLAND’s right to compensation for higher proven damages. This provision shall also apply in the event that MEYLAND cancels or terminates the agreement at the Seller/Contractor’s expense.
6.4. In the event of cancellation or termination of an agreement in application of this clause, either by MEYLAND or by the Seller/Contractor, the Seller/Contractor shall be obliged to return all amounts already paid to MEYLAND within a period of fourteen (14) calendar days after the cancellation/ termination. In the event of late reimbursement, the amount due by the supplier shall be increased by default interest at the rate of one (1)% per month overdue, with each commenced month being considered a full month.
7. Price
7.1. The Seller/Contractor’s price is the full price and includes all costs incurred in connection with the manufacture/delivery of the Goods and performance of the Services.
7.2. Unless explicitly stated otherwise, the prices are always exclusive of VAT, but inclusive of costs in connection with the Seller/Contractor’s fulfilment of its obligations, including, but not limited to, the costs of packaging, transport and travel costs, customs clearance, insurance, duties, taxes or levies. The Seller/Contractor shall also indicate which VAT rate applies. Any return costs of packaging materials that remain the Seller/Contractor’s property shall be borne by the Seller/Contractor.
7.3. The Seller/Contractor shall not be entitled to pass on any price increase to MEYLAND between the establishment of the agreement and the delivery/performance of the Goods/Services, for any reason whatsoever (inflation, currency fluctuations, price rises with suppliers, cost increases, government-imposed costs, levies or taxes, increase in import or export duties, increase in insurance premiums, or for any other reason).
7.4. If the Seller/Contractor nonetheless unilaterally changes the agreed prices after the time of order/contract, MEYLAND shall be entitled to demand performance of the agreement at the originally agreed price.
8. Invoicing
8.1. All invoices from the Seller/Contractor must be transferred to MEYLAND in good time and no later than the 5th day of the month following the delivery/performance of the Goods/Services. In the event of delivery/performance before the planned delivery and/or performance date, invoices may only be invoiced on the 5th day of the month following the planned delivery and/or performance date.
8.2. The Seller/Contractor shall send invoices to the address of the registered office of MEYLAND, for the attention of the accounting department. MEYLAND cannot be held liable for the consequences of late payment if the invoices have not been addressed to the accounting department. Electronic invoicing is only permitted with the express agreement of MEYLAND.
8.3. Invoices from the Seller/Contractor must always contain the following information:
(i) The number of the order form (if applicable) (with a project number if applicable) and the date thereof;
(ii) The correct invoice date;
(iii) A complete and clear description of the goods/services delivered/performed to which the invoice pertains;
(iv) The invoice amount, divided into a net amount and the amount of VAT due;
(v) The term of payment may not be shorter than ninety (90) days from the date of receipt of the invoice;
(vi) Discount of 3% in case of cash payment by MEYLAND.
9. Payment
9.1. MEYLAND has the right to contest the Seller/Contractor’s invoices within a period of thirty (30) days from the day following the day on which the invoice was received. In the event that the invoices are contested, MEYLAND shall be
entitled to suspend payment of the invoice relating to the Goods and/or Services at issue for the full invoice amount until such time as the dispute between the parties has been definitively resolved.
9.2. The payment shall in no way imply the approval or consent of MEYLAND that the Goods and/or Services delivered are in accordance with the general terms and conditions of the agreement and shall in no way imply a waiver of any right by MEYLAND.
9.3. Nor does the payment release the Seller/Contractor from its liability and/or other obligations arising from the agreement and these GPC.
10. Late payment
10.1. In the event of late payment by MEYLAND of non-contested invoices, the Seller/Contractor may only increase the outstanding amount with interest that may not exceed the legal interest rate. This increase can only be applied after unsuccessful registered notice of default from the Seller/Contractor, where an additional payment period of 15 (fifteen) days is granted. The Seller/Contractor may not apply any other increase.
10.2. In the event of late payment on the part of MEYLAND, in no event shall the Seller/Contractor have the right to suspend or interrupt any delivery/performance of Goods/Services.
11. Performance of the contract by the Seller/Contractor
11.1. The Seller/Contractor shall at all times guarantee the proper performance of the agreement in the form of a result commitment.
11.2. In addition, the Seller/Contractor commits that the Goods and/or the Services that are the subject of the agreement comply with all applicable laws and regulations regarding safety, health and hygiene (currently in force), including those set out in:
(i) The General Regulations on Labour Protection (ARAB);
(ii) The Codex on Well-being at Work;
(iii) The General Regulations on Electrical Installations (AREI);
(iv) Book IX “safety of products and services” of the Code of Economic Law.
11.3. In addition, the Seller/Contractor commits that:
(i) The work equipment – such as, but not limited to, machinery, apparatus, tools, mechanised tools, installations – complies with the applicable manufacturing directives transposed into Belgian law (including, but not limited to (i) Directive 2006/42/EC of the European Parliament and of the Council of 17 May 2006 on machinery, and amending Directive 95/16/EC, (ii) Royal Decree of 1 April 2016 concerning the making available on the market of simple pressure vessels, (iii) Directive 2014/30/EU of the European Parliament and of the Council of 26 February 2014 on the harmonisation of the laws of the Member States relating to electromagnetic compatibility, and (iv) Directive 2014/35/EU of the European Parliament and of the Council of 26 February 2014 on the harmonisation of the laws of the Member States relating to the making available on the market of electrical equipment designed for use within certain voltage limits);
(ii) Machinery for installation, which is subject to Directive 2006/42/EC of the European Parliament and of the Council of 17 May 2006 on machinery and amending Directive 95/16/EC (‘Machinery Directive’), but which cannot operate independently, shall be delivered in accordance with the Directive with a declaration according to Annex IIB of the Machinery Directive. This declaration shall be supplemented by the Seller/Contractor with a declaration of conformity with all applicable requirements of the Machinery Directive, the application of which does not depend directly on the installation. The Seller/Contractor shall also provide with the machine an operating manual in accordance with the directive which, among other things, indicates the limits of use and the correct method of installation. Finally, the Seller/Contractor shall keep a technical construction file available in the same way as for a machine with a declaration in accordance with annex IIA of the Machinery Directive;
(iii) Any personal protective equipment must comply with the Royal Decree of 30 August 2017 on the accreditation of conformity assessment bodies for personal protective equipment transposing Regulation 2016/425 of the European Parliament and of the Council of 9 March 2016 on personal protective equipment and repealing Council Directive 89/686/EEC;
(iv) Substances and preparations must comply with: (i) the provisions relating to classification, packaging and labelling in accordance with Regulation No 1272/2008 of the European Parliament and of the Council of 16 December 2008 on classification, labelling and packaging of substances and mixtures, amending and repealing Directives 67/548/EEC and 1999/45/EC, and amending Regulation (EC) No 1907/2006, (ii) as well as the information obligation when supplying a substance or a preparation, in accordance with the Royal Decree of 18 February 2003, in particular all the information necessary to perform a risk assessment, all the information necessary to determine the preventive measures to be taken and the safe use of the substance or preparation and the safety data sheet.
11.4. Furthermore, the Seller/Contractor commits to:
(i) comply with all social security and tax obligations imposed on it, and must be able to provide proof of this at the request of MEYLAND;
(ii) inform MEYLAND on a regular basis of all relevant information regarding the Goods purchased and/or Services performed and/or transport thereof;
(iii) keep original spare parts for all components of these Goods in stock, during the entire technical lifetime of the delivered Goods;
(iv) allow MEYLAND and/or its representatives access to the Seller/Contractor’s premises at all times to inspect the purchased Goods, Resources and/or status/progress;
(v) enter into the necessary insurance agreements, including (purely illustrative list): employer’s insurance, professional liability insurance, product liability insurance, etc. The Seller/Contractor grants MEYLAND permission to access the policies at first request, and proof of payment
of the aforementioned insurance policies.
11.5. The Seller/Contractor shall perform the contract on an independent basis. This independent cooperation between the Seller/Contractor and MEYLAND does not entail any relationship of subordination.
12. Provision of MEYLAND Resources
12.1. MEYLAND may make Resources available to the Seller/Contractor for the performance of the agreement and for the duration of the agreement.
12.2. These Resources shall remain the property of MEYLAND and the Seller/Contractor commits to indemnify MEYLAND against any damage to or loss of these Resources. The Seller/Contractor is required to: (i) mark all Resources made available as the identifiable property of MEYLAND and (ii) store these Resources separately from its own goods, material, tools, etc. In addition, it shall inform any third party who may be entitled to these Resources (including a distraining creditor of the Seller/Contractor) of MEYLAND’s property rights. The Seller/Contractor shall take all necessary steps to refute and defend claims by third parties on these Resources.
12.3. The Seller/Contractor shall maintain the Resources in good condition for as long as they are in its care and, if required, repair them at its own expense and risk.
12.4. The Resources shall be returned to MEYLAND at the first request of MEYLAND at the expense and risk of the Seller/Contractor. Modifications to the Resources are only permitted with the prior agreement of MEYLAND, unless these modifications are the subject of the agreement. The Seller/Contractor shall not use the Resources made available by MEYLAND for any purpose other than performance of the agreement between MEYLAND and the Seller/Contractor.
13. Delivery and performance times
13.1. Unless explicitly stated otherwise, the delivery and performance terms or dates as stated in the agreement are binding and form an essential part of the agreement.
13.2. The delivery of the Goods and/or the performance of the Services must always take place on working days and during normal working hours, unless the parties deviate from this in writing.
13.3. Unless otherwise agreed in writing by the parties, MEYLAND shall at all times be entitled to postpone delivery and performance dates. In such cases, the Seller/Contractor commits to store the Goods, as well as any Resources (if any), properly, recognisably and clearly separated.
13.4. Unless otherwise stipulated in writing, MEYLAND shall be entitled to terminate the agreement in writing as soon as the delivery term or date has been exceeded by one month. In such cases, the Seller/Contractor shall be obliged to compensate MEYLAND in full, without prejudice to the application of Art. 6.
14. Guarantee & Liability
14.1. The Seller/Contractor shall fully indemnify MEYLAND, its appointees and employees, and shall make every effort to intervene in: (i) any claims and procedures resulting from its own actions, omissions, errors or negligence or by its personnel or by any third party to whom the Seller/Contractor has outsourced the agreement, in violation of the agreement
and/or these GPC and/or other laws applicable to the commercial transaction, and (ii) any claims and proceedings brought by third parties, who suffer damages in connection with the performance of the agreement.
14.2. The Seller/Contractor shall indemnify MEYLAND for all damages (including indirect damages and loss of profit), legal and other costs in connection with defending the aforementioned claims and/or proceedings.
15. Force majeure
15.1. MEYLAND and the Seller/Contractor shall not be liable for any shortcomings in the fulfilment of their obligations that are caused by force majeure.
Cases of force majeure shall entitle the affected party to temporarily suspend the performance of its obligations.
15.2. The Seller/Contractor shall inform MEYLAND of any case of force majeure affecting the timely delivery of Goods / performance of Services, in writing and no later than the day following the day on which the force majeure occurs.
15.3. Force majeure shall result in the suspension of the obligations of MEYLAND and of the Seller/Contractor for the duration of the delay caused by the force majeure event. The Seller/Contractor shall immediately inform MEYLAND of the occurrence of a force majeure event, explaining the reasons for the force majeure and confirming it in writing/electronically, no later than the day following the day on which the force majeure event occurs. Failing this, the Seller/Contractor shall lose the right to invoke force majeure. The Seller/Contractor shall make all reasonable efforts to exclude or at least mitigate the consequences of this force majeure.
15.4. Force majeure refers to any unforeseen event beyond the reasonable control of the parties, arising after the establishment of the agreement and which fully or partially prevents the performance of the obligations of the affected party. If a third party fails to perform its obligations vis-à-vis the Seller/Contractor in good time, or in an acceptable manner, this shall not be deemed to be force majeure affecting the Seller/Contractor.
16. Intellectual property
16.1. All intellectual property rights to all results (documents, drawings, information, designs, etc…) in connection with the collaboration between MEYLAND and the Seller/Contractor, including but not limited to patents, drawings and models, copyrights, rights in databases, trade secrets, rights to know-how, trademark rights, rights to (trade/product) names, etc., and applications to that end, shall belong fully and irrevocably to MEYLAND from the moment they are established, and regardless of who developed, created or conceived the results in question. To the extent necessary, the Seller/Contractor shall transfer all the aforementioned results and intellectual property rights thereto to MEYLAND, which shall only be entitled to file protection for them.
16.2. At MEYLAND’s first request, the Seller/Contractor shall also fully cooperate and sign or have signed all useful documents if MEYLAND, at its discretion, decides to file protection in respect of any result arising from the
collaboration. The Seller/Contractor commits not to apply for a filing or invoke protection in respect of any result of the collaboration.
16.3. The Seller/Contractor warrants that the delivered Goods, materials and production methods do not infringe any intellectual property rights of third parties.
16.4. The Seller/Contractor shall indemnify and compensate MEYLAND: (i) for claims by the Seller/Contractor’s personnel, independent service providers and/or subcontractors, if any, against such intellectual property rights that are allegedly developed by such personnel, independent service providers and/or subcontractor and, (ii) for any claims and damages from third parties for (alleged) infringements of intellectual property rights of such third parties.
16.5. Any infringement of this article by the Seller/Contractor shall give rise to the payment of fixed damage compensation amounting to 50% of the price of the Goods or Services, without prejudice to compensation for additional proven damage.
17. Non-poaching clause
18. From the establishment of the agreement until six (6) months after its termination, the Seller/Contractor shall refrain (both directly and indirectly) from encouraging MEYLAND personnel or independent service providers to terminate their ties with MEYLAND and/or to enter into an agreement with the Seller/Contractor.
18.1. If the Seller/Contractor infringes this article, it shall be obliged to compensate MEYLAND for the damage suffered as a result. This compensation shall be equal to the gross remuneration (direct or indirect) for the preceding six (6) months of the staff member concerned, without prejudice to MEYLAND’s right to compensation for any additional proven damage.
19. Privacy
19.1. If the information provided to the Seller/Contractor in the performance of the contract concerns personal data (in particular any data relating to an identified or identifiable natural person), the Seller/Contractor commits to process such personal data in a proper and diligent manner, as well as in accordance with the Privacy Legislation and other applicable
regulations concerning the processing of personal data.
19.2. In this context, the Seller/Contractor also commits to take appropriate, technical and organisational measures to protect personal data adequately and keep them secure against loss or any form of careless, unprofessional or unlawful use or processing, taking into account the state of the art.
19.3. The Seller/Contractor shall not be entitled to solicit a third party to process personal data or to pass the personal data on to a third party without MEYLAND’s prior written consent. In the event that MEYLAND gives its consent, the Seller/Contractor shall ensure that the third party in question assumes at least the same obligations as set out in these GPC.
20. Netting
20.1. In accordance with the Law on Financial Securities of 15 December 2004, MEYLAND and the Seller/Contractor shall automatically offset all current and future debts. This means that in the permanent relationship between MEYLAND and the Seller/Contractor, only the largest debt remains after the aforementioned automatic offsetting.
20.2. In any case, this debt offsetting shall be enforceable against the administrator and the remaining body of creditors, and no objection will be possible against this debt offsetting implemented by the parties.
21. Competent Court and applicable Law
21.1. All disputes arising from this GPC as well as from any other agreement concluded between MEYLAND and the Seller/Contractor shall fall within the exclusive jurisdiction of the courts of the district in which MEYLAND has its registered office, unless MEYLAND decides that the courts of the district in which the Seller/Contractor has its registered office have jurisdiction.
21.2. Belgian law shall apply.
22. Language
22.1. Unless explicitly agreed otherwise, the Seller/Contractor acknowledges that the language used in these GPC shall also be the working language of all commercial transactions with MEYLAND. The Dutch version of these GPC is the only authentic version. Translations or documents drawn up in another language are merely a gesture to the Seller/Contractor.
II. PURCHASE OF GOODS
Section II applies to the purchase of Goods from the Seller by MEYLAND
23. Delivery and transfer of risk
23.1. The Goods shall always be ‘Delivered Duty Paid’ (Incoterms® 2020), cleared for customs at the agreed place of delivery or, if no place of delivery is stipulated, at the registered office of MEYLAND.
23.2. Accordingly, the risk of loss or damage to the Goods shall pass from Seller/Contractor to MEYLAND at the time of full acceptance of delivery and approval by MEYLAND. Neither the signing of a delivery note or similar document, nor the payment of an invoice implies any approval of the delivery or any recognition of the condition of the Goods on the part of MEYLAND.
23.3. Without prejudice to the provisions of Art. 26, MEYLAND shall carry out an initial superficial check immediately upon delivery of the Goods. This first check shall only cover directly verifiable anomalies which can be identified without further examination and without any processing and/or movement of the Goods. MEYLAND shall also check whether the delivery note is in accordance with the agreement. In the event of any deviation, MEYLAND shall inform the Seller.
23.4. The delivery of less or more than the approved quantities as well as partial deliveries of the Goods shall only be permitted if MEYLAND agrees to this in writing after mutual consultation.
23.5. All deliveries of Goods must be properly packaged so that they are effectively protected against transport and/or stacking. All Goods delivered must be accompanied by a shipping note stating the full name and address of Seller, the number of the order form (which may be supplemented by a project number), the description of the Goods and/or the order.
24. Transfer of ownership
24.1. Ownership of the Goods shall pass to MEYLAND as soon as the agreement is established. Any clause changing the method of transfer of ownership shall be subject to the express written/electronic agreement of MEYLAND.
24.2. This provision does not affect the transfer of risk as provided for in Art. 23.
25. Implementation of the Agreement
25.1. The Seller confirms that:
(i) If the Goods comply with an EC Directive, the CE marking will also have been affixed in accordance with the regulations and that the Goods will be accompanied by a regulatory EC declaration of conformity (original and, if necessary, with a translation into one of the national languages);
(ii) The Goods comply with the conditions regarding safety, health and hygiene, not necessarily imposed by the laws and regulations in force but essential
for achieving the objective set out in the dynamic risk management system referred to in the Codex of 28 April 2017 on well-being at work;
(iii) Any additional requirements laid down in the Agreement have been met;
(iv) The Goods are supplied with the instructions for use in Dutch and that all documents relating to safe use are also in Dutch.
25.2. Without prejudice to the foregoing, the purchased Goods shall only be in accordance with the agreement if:
(i) The Goods are suitable for every use intended by MEYLAND, which MEYLAND has notified to the Seller at the establishment of the agreement and shall remain suitable for the intended lifetime of the use;
(ii) The Goods are in accordance with the Seller’s description thereof;
(iii) In the event that MEYLAND has additional requirements in addition to the foregoing, MEYLAND shall always provide these to the Seller in written/electronic form when placing an order.
26. Complaints/Liability
26.1. Complaints concerning visible defects or non-conformity shall be formulated by MEYLAND to the Seller at the latest on the due date of the invoice corresponding to the Goods delivered, without prejudice to
MEYLAND’s right to report such visible defects or non-conformity for a period of at least thirty (30) days. Once the expiry date has passed, the delivery shall be deemed to have been approved by MEYLAND.
26.2. MEYLAND reserves the right, irrespective of the commissioning, processing or resale of the Goods, to report hidden defects in writing/electronically or verbally at any time within fourteen (14) calendar days of detection thereof.
26.3. If MEYLAND detects a visible or hidden defect with regard to the delivered Goods, the Seller shall, at MEYLAND’s discretion, be responsible for: (i) either its replacement with other goods of the same type or kind, (ii) or a refund of part of the price proportionate to the defect, (iii) or the termination of the contract.
26.4. Until such time as the Seller has adequately remedied the defects found, as described above, MEYLAND shall be entitled to suspend its payments, even if the invoices are not contested, as well as to compensate the losses and costs incurred.
26.5. The parties expressly agree that this clause shall survive the nullity or termination of the agreement.
III. CONTRACTING
Section III applies to the performance of Services by the Contractor
27. Employees/appointees of the Contractor
27.1. It is expressly agreed and acknowledged between the parties that the performance of Services assigned to – and accepted by – the Contractor does not create any relationship of subordination between its employees/appointees on the one hand and MEYLAND on the other hand.
27.2. The Contractor shall organise its activities at its own discretion and dispose of its time independently, without it and/or its employees/appointees being held liable to MEYLAND for this reason.
27.3. In order to perform the Services properly and to the complete satisfaction of MEYLAND, the Contractor may only use employees/appointees with the necessary training, knowledge and experience for the concrete and technical realisation of the Services.
27.4. If the Contractor instructs one or more employees/appointees to perform the Services, their work shall be supervised and checked by a responsible person from the Contractor. Under no circumstances shall either MEYLAND or its appointees have any form or element of employer authority over the Contractor’s employees/appointees, meaning that neither MEYLAND nor its appointees can give them instructions or orders, nor exercise any control or supervision over
them, unless otherwise agreed. The Parties shall act with third parties in their own name and for their own account and cannot enter into any commitments for or in the name of the other party.
28. Outsourcing
28.1. The Contractor shall not be entitled to outsource the agreement or any part thereof to a third party without the express written consent of MEYLAND.
28.2. However, if the agreement is outsourced to a third party, with the
express and written consent of MEYLAND, the Contractor shall remain jointly and severally liable for the fulfilment of its obligations and the Contractor commits to ensure that this third party/subcontractor fully accepts and complies with the agreement, these GPC as well as any applicable statutory provisions.
29. Non-exclusivity
29.1. The Contractor acknowledges that the performance of Services assigned to it, as described in the agreement, is not exclusive. Consequently, MEYLAND shall at all times be entitled to solicit third parties for the performance of the Services in question or to perform the Services itself.
30. Obligatory verification Resources
30.1. If the Contractor has received Resources with a view to performing the agreement, the Contractor must carry out an initial verification as soon as those Resources are made available. This immediate and obligatory verification pertains, among other things, to: (merely indicative list) the quantity and weight, conformity of the delivery, visible defects, correct location(s), etc.
30.2. Deviations that are immediately verifiable must be noted by the Contractor on the delivery note and notified to MEYLAND in writing/electronically. The Contractor must thoroughly inspect the Resources within twenty-four (24) hours after delivery. The Contractor shall lose the right to invoke the non-conformity or defect of the Resources received if it does not inform MEYLAND within twenty-four (24) hours after delivery, with a precise identification of the Resources and a detailed statement of the non-conformity or defect. MEYLAND shall take the necessary measures to replace or repair non-compliant or defective Resources or have them repaired in order to comply with the delivery periods in force.
31. Acceptance
31.1. Provisional acceptance
31.1.1. If the Contractor notifies MEYLAND in writing/electronically that the agreed Services have been performed, MEYLAND shall carry out an initial superficial check. This first check shall only cover directly verifiable anomalies which can be identified without further examination and which in no event counts as provisional acceptance.
For a period of fourteen (14) calendar days, MEYLAND shall be entitled to make its remarks concerning non-conformities and/or visible defects known to the Contractor verbally or in writing/electronically.
31.1.2. If MEYLAND has not made any remarks during the aforementioned period, the performance of the Services shall be deemed to have been provisionally accepted. If, on the other hand, MEYLAND has made remarks, the performance of the Services shall in any event be deemed provisionally accepted if eight (8) calendar days have elapsed since the Seller/Contractor’s notification that it has remedied the visible defects or non-conformities. Provisional acceptance shall take place contradictorily between the Contractor and MEYLAND. Only a written and contradictory deed concluded between the parties shall serve as proof of the provisional acceptance of the performance of the Services.
31.1.3. Provisional acceptance means that the completion and approval of the works has been confirmed, with the exception of (i) the remarks and visible defects indicated in the report of provisional acceptance, (ii) any faults and defects which emerge between provisional acceptance and the date set for definitive acceptance and (iii) any hidden defects.
31.1.4. As soon as provisional acceptance has taken place, the trial period shall commence for a period of one year. MEYLAND reserves the right to extend or curtail the above-mentioned trial period, taking into account the specifications of the order/contract. During the trial period, it must be verified whether the order/contract has been carried out as agreed and whether there are any hidden defects that impede the functionality of the results of the order/contract (and/or any processed Material). The commissioning or processing of the results of the order/contract (and/or the processed Material) shall in no way imply definitive acceptance.
31.2. Definitive acceptance
31.2.1. As soon as the trial period (as referred to in Art. 31.1) has elapsed and to the extent that MEYLAND has not made any remarks to the Contractor concerning any defects during the trial period, the order/contract shall be deemed to have been definitively accepted.
31.2.2. In any case, the order/contract shall be considered to be definitively accepted when eight (8) calendar days have elapsed since the Contractor’s notification that it has remedied the shortcoming or failure of the result of the order/contract.
32. Liability
32.1. Irrespective of the commissioning or processing of the result of the order/contract (and/or processed Material), the Contractor shall at all times remain liable vis-à-vis MEYLAND for the reliability of the materials used and the Services performed. The Contractor shall be obliged to repair any defects that come to light, whatever their cause or nature may be, at its own expense and reproach.