General purchase & sales conditions
GENERAL CONDITIONS OF PURCHASE
In these General Conditions of Purchase, the following definitions are applicable:
SL Group: the Limited Company Sports & Leisure Group headquartered at 9100 Sint-Niklaas (Belgium), Industriepark-West 43, BTW BE 0456.847.333.
Supplier: the other party of SL Group, which supplies goods, renders services or has an agreement with SL Group regarding such activities, as well as those to whom SL Group would provide any directive of a different character.
Agreement: All agreements and orders, including these General Conditions of Purchase between SL Group and the Supplier with regard to the purchase of goods and/or purchase of services by SL Group from the Supplier, or any other directive the SL Group provides to the Supplier, as well as all other relating (legal) acts.
2.1. These General Conditions of Purchase (hereafter “Conditions of Purchase”) are applicable to all requests, quotes, offers, transactions, directives and agreements relating to the supply of goods or services by the Supplier to SL Group.
2.2. Applicability of the general conditions used by the supplier is herewith explicitly excluded, unless otherwise agreed in writing and with formal consent of SL Group.
2.3. Should the Supplier’s general conditions be declared applicable, the current Conditions of Purchase will have a complementary applicability at least.
2.4. By acceptance of the orders, quotations, offers, transactions, assignments and agreements by the suppliers and/or execution of the order, quotation, offer, transaction, assignment or agreement supplier automatically agrees with these General Conditions of Purchase.
3. Conclusion of the agreement
3.1. Quotations/offers from the Supplier are binding for the Supplier during the term stated in the quotation, which will not be shorter than 4 weeks after the date of the quotation, and unless SL Group has made specific price agreements for a definite period, the latter will prevail.
3.2. The quotation will at least include the price and technical specifications the Supplier thinks he/she will be able to meet, including delivery period, warrantee periods and all information that is needed to make any decisions with regard to a directive or an agreement.
3.3. An agreement between the Supplier and SL Group will only be concluded if SL Group has accepted an explicit written quotation/offer from the Supplier.
3.4. Verbal commitments and verbal agreements with employees of SL Group are not binding to SL Group.
4.1. If the Supplier can meet this requirement within reason, SL Group is authorized at all times to change the size and/or nature of the goods to be delivered in consultation with the Supplier.
5. Price, invoices and payments
5.1. Prices exclude VAT and include all costs with regard to the fulfilment of the Supplier’s obligations with regard to SL Group. These prices are based on deliveries DDP (Delivery Duty Paid) for European Suppliers and CIF for Suppliers overseas, in accordance with the current incoterms.
5.2. The quotation price is in Euro, deviations are only possible in consultation with SL Group. Adjustments to index, raw materials or currency conversion will not be accepted unless otherwise agreed in writing.
5.3. The Supplier does not reserve the right to invoice before delivery.
5.4. The terms of payment will be explicitly agreed with the Supplier. Late payments do not warrant payment of fines or unproven charges.
5.5. SL GROUP reserves the right to pay at 10 days -2%.
5.6. The payments made by SL Group do not imply approval of the delivered goods, or acceptance of the delivered goods having any defects. Payment by SL Group does not in any way comprise a waiver of rights. SL Group reserves the right to suspend payment if it finds any shortcomings in the proceedings.
5.7. Previous deliveries do not indicate an entitlement to faster payments. In case of any disputes over the number of deliveries, or in case of any defects, SL Group reserves the right to suspend payments.
5.8. SL Group reserves the right to reduce the invoice balance with amounts the Supplier owes to SL Group.
6. Outsourcing & transfer
Without the explicit written approval of SL Group, outsourcing and/or transfer of the supplier’s agreements with regard to SL Group is not permitted.
7.1. Delivery must take place in the manner, place and time as specified in the Agreement between the supplier and SL Group. If there is no agreement on the manner, place and time of delivery, deliveries need to take place at the SL Group headquarters during weekdays between 8 am and 4 pm, and never on the last working day of the month.
7.2. The Supplier will provide in writing to SL Group all information, documentation and instructions etc. that SL Group, within reason, requires to make optimum use of the specific delivery.
7.3. The Supplier is obliged to deliver an order in one consignment, unless otherwise agreed in writing with SL Group.
7.4. At any time, SL Group reserves the right to defer the delivery. In this case, the Supplier will properly pack the goods and store them separately and in a recognisable, safe and secure manner. In case of cancellation of the order by SL Group, the Supplier is not entitled to any damages or fines.
7.5. The agreed time of delivery is final. In case of untimely or incomplete delivery, the Supplier will be considered in default without further notice. The Supplier acknowledges liability with regard to the non-fulfilment of what was agreed and he/she indemnifies SL Group for the consequences, such as possible fines, claims, etc., that are an adjunct to untimely delivery.
7.6. Under the responsibility of the Supplier, each delivery must comply with the current laws and regulations, including health and safety, with regard to wellness at work, and regarding mandatory product listings. On request, the composition of these supplies must be disclosed to SL Group. If useful or necessary, the delivered goods must include clear instructions for use in the Dutch language.
7.7. Invoices must include a delivery note and specific to the raw materials, a weighing slip from a calibrated weighing bridge needs to be included.
8. The supplier’s obligations
8.1. The goods, works, or services delivered or executed by the Supplier, will, with regard to quantity, description and quality:
- Be in accordance with that which is stated in the Agreement
- Be of sound quality and will meet the required technical specifications
- Be capable of delivering the provisions as respectively described in the Agreement and/or be suitable for the purpose of the goods / works
- Be comparable in all regards to the sample(s), model(s) that were made available or that were supplied to SL Group
8.2. In case the Supplier does not fulfil his/her obligations, including bankruptcy of the Supplier, shut-down, liquidation or a partial or full transfer, the Supplier is legally in default, in which case SL Group reserves the right to one-sidedly terminate the Agreement entirely or partially, without notice and without judicial intervention.
9.1. The acceptance of deliveries can only take place in the SL Group building. Acceptance only covers visible defects.
9.2. Without being liable for any compensation or penalty, SL Group reserves the right to refuse the goods that differ from the ordered goods with regard to dimension, quality, structure, or any other properties.
9.3. An oversupply of goods will be refused, even if it has been stored in the SL Group buildings or at any other address.
9.4. The Supplier is obliged to accept the refused goods back at his/her expense.
10.1. The Supplier guarantees that the deliveries meet the agreement. SL Group and the Supplier will agree to a period of warranty. The Supplier warrants that the goods are complete and ready for use (including manuals, accessories and spare parts, …).
10.2. If, within this period, the deliveries do not appear to comply with the stipulations in article 7, or show other defects, the Supplier will replace the goods, repair them, or supply missing components at his/her expense and at the discretion and the request of SL Group. The warranty covers all expenses required to return the goods to service plus any possible additional damages SL Group would suffer as a result of the non-conformity of the deliveries (without limitations). This also applies if the characteristics of the deliveries would cause damage to any property of the SL Group of which the deliveries have become a component or with which they have been combined. In this case, the Supplier is also liable for all damage, direct or indirect, which results from the non-conformity of the delivered goods. The SL Group reserves the right to repair or replace part of the work and/or goods itself (or have the repairs done by a third party) at the expense of the Supplier, if he/she does not immediately – or within 14 days at the latest – after summons takes action to eliminate the defects, so the work/goods comply/complies with what was agreed.
11. Intellectual Property
The Supplier guarantees that the delivered goods or any components thereof do not comprise any infringement on the intellectual property rights of others. The Supplier will indemnify SL Group against all claims of third parties, which could result from the violation of the intellectual property rights.
12. Risk and transfer of ownership
12.1. The ownership of the goods is transferred to SL Group at the moment of delivery. Reservation of title made by the Supplier is not applicable.
12.2. As soon as the Supplier’s goods become part of the SL Group, respectively the Supplier’s goods become a component of the SL Group’s goods, respectively new goods are formed from one or more goods, and SL Group will become the owner of the resulting new, respectively combined goods of the aforementioned component.
12.3. In case SL Group disapproves of goods delivered by the Supplier for a reason that justifies the termination of the agreement or the right to replacement, the goods remain at the Supplier’s risk.
13. Applicable law
13.1. All legal relationships between SL Group and the Supplier to which these Conditions of Purchase apply, including the legal relationships that ensue, are governed by Belgian law, excluding International Private Law and excluding any applicable treaties such as – but not limited to – the Convention of the United Nations on the International Sale of Goods.
13.2. In case of disputes, the Belgian courts, in particular the courts of Ghent have competent jurisdiction.
GENERAL CONDITIONS OF SALE
1. These general conditions of sale apply to all offers, orders, purchase and sale agreements and deliveries from, to, with and by Sports and Leisure Group NV . The general conditions of the buyer are thus expressly excluded. The application of these general conditions of sale is accepted by the buyer by the simple fact of entering into a purchase agreement and/or of placing an order. By so doing, the buyer confirms it has knowledge of these conditions, and declares that it understands them and accepts them as an integral part of the Agreement. Unless otherwise agreed in writing, Sports and Leisure Group NV shall not be bound by any inconsistent terms or conditions or any variations to these conditions.
Sports and Leisure Group NV is at all times entitled to amend unilaterally these general conditions of sale.
2. Offers, specifications and quotations from Sports and Leisure Group NV ’s representatives and/or agents, as well as orders received by them, only bind Sports and Leisure Group NV if accepted by Sports and Leisure Group NV ’s standard confirmation of order forms.
3. The performance of a sale of goods made on credit is subject to the receipt by Sports and Leisure Group NV of references or other security satisfactory to Sports and Leisure Group NV . In the absence hereof, Sports and Leisure Group NV reserves the right to suspend its performance of the Agreement until such time as Sports and Leisure Group NV has received such satisfactory security.
If the solvency of the buyer is called into question, for example, in the event of non-payment or late payment of invoices, Sports and Leisure Group NV is also entitled to impose an advance payment for deliveries that remain to be made, or to require guarantees. If these are not forthcoming, Sports and Leisure Group NV is entitled to repudiate the Agreement legally and without formal notice.
4. If an order accepted by Sports and Leisure Group NV is cancelled by the buyer, the buyer becomes liable to Sports and Leisure Group NV for compensation equal to the damages Sports and Leisure Group NV suffers; including loss of profits, with a minimum of 25% of the value of the order, without prejudice to Sports and Leisure Group NV ’s other rights.
5. If, due to events beyond Sports and Leisure Group NV ’s reasonable control, including but not limited to war, revolution, strike, blockades, lack of raw materials, fire, floods, boycotts, extreme/exceptional weather conditions, changes in the buyer’s legal status, bankruptcy, theft, delays or errors in delivery on the part of suppliers, import or export restrictions or any other measures by any authority, Sports and Leisure Group NV cannot perform its obligations, or if it can perform its obligations but only with a significant delay and/or significant additional costs, Sports and Leisure Group NV ’s obligations shall be suspended. If the situation giving rise to such suspension persists for more than 90 days, Sports and Leisure Group NV shall be relieved from performance of such obligations without the buyer being entitled to any compensation or to termination of the Agreement.
6. Any periods stated for delivery are approximate only and do not bind Sports and Leisure Group NV . Delay in delivery, even if caused directly by Sports and Leisure Group NV , shall not entitle the buyer, to the detriment of Sports and Leisure Group NV , to any compensation for any costs, loss in time, loss in benefits, etc. and/or other damages, nor to terminate the Agreement. Sports and Leisure Group NV reserves the right to deliver goods in parts if Sports and Leisure Group NV deems this to be necessary.
7. Under no circumstances can Sports and Leisure Group NV be held responsible for shading, static electricity or any change in appearance and/or in quality and/or characteristics of the product due to improper use, handling, storage (also long-term storage) , fitting or maintenance.
8. Unless otherwise expressly agreed in writing, the buyer shall pay transport and transport costs. Unless otherwise expressly agreed in writing, the goods are always shipped at the buyer’s risk, even where Sports and Leisure Group NV is responsible for shipment.
9. The buyer shall inspect the goods immediately upon receipt. Any complaints with regards to visual damage must be made in writing on the transport document (CMR) and communicated in writing within 24 hours to Sports and Leisure Group NV. All complaints must include the relevant batch number, the quantity and name of the goods concerned and a detailed description of the claim inclusive of pictures. Without receiving the complaint in due time, Sports and Leisure Group NV is unable to handle the complaint.
All other complaints concerning deliveries must be made in writing to the seller within 8 days of receipt of the goods. All complaints must include the relevant invoice number, the quantity and name of the goods concerned and a detailed description of the claim.
Goods with apparent defects must not be cut or installed under any circumstances. Any complaints concerning such cut and/or installed goods shall be inadmissible.
In the event of a dispute concerning the complaint, the parties must try to reach an amicable settlement of the dispute. If the parties fail to reach an amicable settlement, the parties shall appoint by common agreement an independent expert to investigate the claim and draft a report on the settlement including the allocation of liabilities and the costs of the investigation. If the parties are unable to agree on an independent expert, each shall appoint an expert and the two experts shall appoint an independent expert to investigate the claim. The report of the independent expert shall bind both parties.
If Sports and Leisure Group NV responds to late or otherwise invalid complaints, it is always without prejudice to any of its rights and Sports and Leisure Group NV does not waive its right to invoke the lateness or invalidity of the complaint.
10. The liability of Sports and Leisure Group NV is always limited, at Sports and Leisure Group NV ’s own option and choice, to the repayment of the purchase price of the faulty goods and/or replacement and/or repair of the faulty goods. Sports and Leisure Group NV shall not be held liable for any other damage, costs and/or losses, including consequential losses (such as, but not limited to the loss of customers and/or contracts) and loss of profits and losses arising from any representation and/or implied warranty and/or condition and/or negligence of Sports and Leisure Group NV in connection with the sale of the goods. If the buyer does not accept the choices and/or options of Sports and Leisure Group NV , the buyer shall be deemed to have waived its claim against Sports and Leisure Group NV .
11. Any complaint concerning invoices must be made in writing within 8 working days of their receipt. All prices exclude VAT, and any other taxes and government charges are at the buyer’s expense. Unless otherwise agreed in writing, payment must be made in cash to Sports and Leisure Group NV at its registered office. Any amounts which are not paid on the due date shall automatically and without further notice accrue interest at a rate of 12%, from the due date to the date of actual payment inclusive.
12. If the buyer fails to pay an invoice, in whole or in part, by the due date, a contractual penalty of 12% – with a minimum of 50 euros shall forthwith be added to the unpaid amount of the invoice following a formal written notice of default served on the buyer. The buyer shall be liable for all recovery costs and other charges incurred by Sports and Leisure Group NV in recovering payments due in this regard. Moreover, if there are any other debts the buyer owes Sports and Leisure Group NV these shall immediately become due and payable and any orders not yet executed shall be suspended.
In the event of a sale of goods on credit, the buyer shall lose the benefit of credit if it fails to observe a payment date, and the full outstanding invoice amount plus interest and the contractual penalty shall become payable.
13. The goods shall remain the property of Sports and Leisure Group NV until the purchase price thereof has been paid in full, including interest and all other charges in respect of such goods. Until the ownership of the property is transferred, the buyer shall hold the goods as Sports and Leisure Group NV’s fiduciary agent or bailee and shall keep the goods separate from its own goods and identified as Sports and Leisure Group NV’s property, but shall be entitled to re-sell the goods in the ordinary course of business. Until the ownership of the property in the goods is transferred (provided they have not been resold or have ceased to exist), Sports and Leisure Group NV shall be entitled at any time to require the buyer to return the goods and in default thereof to enter the premises of the buyer or any third party where the goods are stored to repossess them. Notwithstanding this express reservation of title, all risks of loss or damage to the goods, costs of storage of the goods, damages caused by storage and/or location of the goods, and all other responsibilities and/or risks related to the goods, shall be the buyer’s full responsibility as from the conclusion of the Agreement.
14. The Agreement between parties is exclusively governed by Belgian Law, to the exclusion of the Vienna Sales Convention (the United Nations Convention on Contracts for the International Sale of Goods). Unless the parties have mutually agreed to any other way of settlement of their dispute(s), the competent Courts of Justice of Ghent (Gent), Belgium, shall have exclusive jurisdiction.
15. In the event that an artificial grass mat or construction is subject to an inspection/certification, the artificial grass mat or construction may not be played upon nor may the artificial grass mat or construction be used in any other manner during the period before the written notification of the results of the tests carried out by a recognised inspection body showing that the artificial grass mat or construction satisfies all the standards. Any violation of this provision results in the automatic expiry of the guarantee provided by Sports and Leisure Group NV . Departures from the above must always be agreed upon in writing.