Conditions d'achat et de livraison fournisseurs

Purchase/delivery conditions suppliers.

1. Receiving of the delivered goods or packages.

The receipt of the merchandise upon delivery or of the delivered goods service on delivery does not in any way mean its acceptance. The buyer reserves a period of twenty (20) working days (after the delivery or delivery) to do the full verification of the merchandise and the associated documents or the service provided and the conformity to check with the order form. The supplier will, in case of delivery of defective or non-compliant goods or services, at his expense, expense and risk for the return, the replacement or repair are responsible. The supplier owes indemnification to the buyer for the hidden defects of the delivered goods and services in accordance with the art. 1641 to 1648 B.W.

  1. Intellectual property

The supplier guarantees the buyer that all intellectual property rights in relation to the goods or services supplied such as trademark rights, patents or copyrights, him or the producer of the goods or services lawfully belonging, that this property right to none some manner is disputed and he indemnifies the buyer for any dispute or claims by third parties whose rights could be the object to be. The supplier is not allowed to use the brands or the company's name of the buyer as a reference or for advertising, promotional or other purposes purposes without the prior written permission to do so because of the buyer.

  1. Absolute Legal Compliance, Unlimited Liability & Clause Supremacy

The Supplier and/or Manufacturer irrevocably warrants, represents, and guarantees, on a continuous, unconditional, and retroactive basis, that all goods supplied, delivered, marketed, or otherwise made available — whether in the past, present, or future — are and shall remain in full and strict compliance with all applicable European Union legislation and Belgian laws and regulations, including but not limited to product safety regulations, market surveillance rules, customs and import/export legislation, consumer protection laws, and any legislation governing restricted, regulated, controlled, or prohibited goods.

The Supplier and/or Manufacturer shall bear sole, exclusive, unlimited, and non-transferable responsibility and liability for conducting all required legal analyses, conformity assessments, certifications, authorizations, registrations, approvals, and ongoing compliance monitoring necessary to ensure that the goods may be lawfully manufactured, marketed, sold, supplied, imported, distributed, and possessed within the European Union and Belgium.

If any goods are, or are reasonably suspected to be, non-compliant, unlawful, restricted, prohibited, reclassified, or of uncertain or disputed legal status, the Supplier and/or  Manufacturer shall, without delay and without any exception:

immediately cease all production, supply, and delivery; promptly notify the Buyer in writing;

fully bear all costs and consequences, including but not limited to withdrawal, recall, replacement, return, storage, destruction, seizure, confiscation, administrative measures, enforcement actions, and corrective actions required by any authority.

The Buyer explicitly, unequivocally, and permanently disclaims any and all responsibility, liability, duty, or obligation, whether direct or indirect, contractual or extra-contractual, civil, administrative, or criminal, in relation to the legality, compliance, certification, authorization, importation, possession, or marketability of the goods. Such responsibility and liability shall rest exclusively, entirely, and irrevocably with the Supplier and/or Manufacturer.

The Supplier and/or Manufacturer shall fully, unconditionally, and without limitation in amount or time, indemnify, defend, and hold harmless the Buyer against any and all claims, demands, damages, losses, penalties, fines, sanctions, recalls, seizures, confiscations, enforcement measures, legal proceedings, judgments, settlements, and all related costs and legal fees (including attorney and expert fees) arising from or connected to any actual or alleged non-compliance with EU or Belgian legislation — including retroactively for goods already delivered, sold, or placed on the market.

This clause shall apply retroactively, shall survive termination or expiry of any agreement between the parties, shall be unlimited in duration and liability, and shall override, prevail over, and take absolute precedence over any conflicting or inconsistent provision contained in any agreement, general terms and conditions, purchase order, delivery note, invoice, or other document exchanged between the parties.

  1. Qualified courts and applicable law

The Courts of Law of the are of jurisdiction in which the registered office of the enterprise DV Europe Ltd. is situated shall be competent, to the exclusion of all others, to hear all differences and disputes. Only Belgian law will apply.

  1. Start choice

All service in connection with the deliveries and with the application of current general purchase conditions will become legally valid means the supplier at the registered office or at the address stated on the invoice and regarding the buyer. Only the Dutch text of these general purchase conditions is authentic. In case of differences or interpretation problems, the Dutch text decisive.