Victor Buck Services General Terms and Conditions of Purchase
ARTICLE 1 – GENERAL POINTS
An order (hereinafter referred to as the « Order ») refers to all contractual documents that govern the rights and obligations of the parties, whether they take the form of a purchase order, contract and/or any other document, provided that reference is made exclusively to it. In the event of any conflict between these General Terms and Conditions of Purchase and other stipulations of the contract, the latter shall prevail.
These General Terms and Conditions of Purchase of Supplies and/or Services (hereinafter the « GTCP ») are deemed to have been accepted unreservedly and in full by the Supplier, upon acceptance of the Order in accordance with Article 2 below. Except in the case of clauses providing otherwise agreed in writing by VBS, the Order is subject to these GTCP, which form an integral part thereof.
Any other clauses, different from or contrary to those of the Order, which may appear, for example, in the Supplier’s General Terms and Conditions of Sale or in its correspondence, shall not be applicable to VBS unless expressly accepted in writing by VBS. No delivery of Supplies or provision of Services may be carried out without having beforehand formed the subject of an Order issued by VBS.
ARTICLE 2 – ACCEPTANCE AND MODIFICATION OF THE ORDER
Any Order shall be deemed to have been accepted by the Supplier:
- by the signature of a contract; or
- by the submission of a bid in accordance with a call for tenders issued by VBS;
- by the confirmation, without reservations, issued within 5 calendar days of the sending by VBS of a purchase order or any other document in lieu thereof; or
- by the start of the delivery of Supplies or the performance of the Services appearing on a purchase order or any other document in lieu thereof.
Any Order may be cancelled or changed by VBS free of charge up to its acceptance by the Supplier.
At the request of VBS, the Supplier accepts that changes may be made free of charge, in the following cases:
- in order to correct obvious and significant errors in an Order;
- in order to change the method of packaging and/or dispatch or the place/date of delivery of the Supplies or performance of the Services, up until the Supplier has begun its dispatch procedure or performance of the Service.
If any of these changes result in a significant price increase or affect the entire delivery schedule, a fair adjustment may be made with the agreement of VBS.
ARTICLE 3 – DELIVERY OF THE SUPPLIES AND PERFORMANCE OF THE SERVICES / PENALTIES
The date(s) and place(s) of delivery of the Supplies and/or performance of the Services included in the Order are binding (obligation of result). No partial or early delivery may take place without the prior written consent of VBS. The packaging of Supplies must be appropriate, and contain a delivery note and the transport documents.
Unless otherwise stated in the Order, any delay in delivery of the Supplies and/or performance of the Services in relation to the date stated in the Order shall, in the absence of any amicable agreement between the Parties, automatically and without prior notice, result in a flat-rate penalty or credit note – as VBS chooses – of 5% of the Order amount, without prejudice to compensation of the full loss sustained by VBS as a result of this delay.
In addition, in the event of failure or delay by the Supplier in execution of the Order, not rectified within 5 calendar days of formal notice, VBS, at its discretion, may opt:
- either to demand execution of the Order by accepting, where applicable, an extension of the delivery/performance period, in which case VBS shall be entitled to a reduction of 3% of the price for each week started, between the date initially agreed and the actual delivery/performance date;
- or to cancel the Order in accordance with Article 14 of the General Terms and Conditions;
- or to exercise the option of entrusting all or part of the Order to another supplier/service provider at the exclusive cost of the Supplier.
In an emergency, the aforementioned formal notice period is reduced to 2 working days.
VBS shall have no obligation to accept Supplies and/or Services that are delivered before or after the agreed delivery/performance date. In this case, the Supplies may be returned at the sole risk and expense of the Supplier.
The delivery of the Supplies and/or performance of the Services must be accompanied by any documentation, in hard copy or electronic format, in the French and/or English language, that VBS may need for optimum use of the Supplies and/or Services.
ARTICLE 4 – INVOICING AND PAYMENTS
Unless otherwise stated in the Order, the prices stipulated in the Order are in euros, exclusive of VAT, firm and not subject to revision. The price stated in the Order is the maximum price to be paid by VBS.
Invoices shall show the applicable VAT (if any), but exclude all duties and taxes payable exclusively by the Supplier, unless provided for otherwise in law. They must be sent to the invoicing address specified at the time of the Order and include all mandatory legal notices as well as the Order number and, in the case of Supplies, the references and number of the delivery note or document in lieu thereof. Any invoice that does not contain the information listed above will be returned to the Supplier.
Unless otherwise stated, VBS shall not accept invoices issued before actual delivery/performance, or more than two (2) months after delivery of the Supplies or performance of the Services.
Provided that the Supplier fulfils the obligations mentioned above, VBS shall pay each compliant invoice by bank transfer on the payment due date indicated in the Order, and unless expressly agreed otherwise by the Parties, within sixty (60) calendar days of the date of receipt of the invoice.
In the event of late payment of undisputed sums, the Supplier may impose on VBS late payment interest at the statutory interest rate fixed by the Grand Ducal Regulation as well as maximum compensation of forty (40) euros for recovery costs.
Any sum owed by the Supplier in respect of a current or an earlier Order may be deducted by VBS from any sum owed to the Supplier.
ARTICLE 5 – OBLIGATIONS AND LIABILITY OF THE SUPPLIER
The Supplier undertakes to:
- provide its services according to the best professional quality standards and in accordance with the national and international legislation in force, in compliance with the specifications specified in the Order as well as the requirements of VBS;
- ensure that each Supply/Service is free from any third party charges and claims;
- provide all reasonably expected assistance to VBS, including in particular, the provision of all relevant documents relating to the Supplies and/or Services;
- comply with any internal regulations communicated to it, in particular, the VBS Supplier Relations Charter.
The Supplier shall be fully liable for any damage that it, its employees and agents, and/or subcontractors may cause in connection with the Order.
In this respect, the Supplier undertakes to take out all necessary insurance with a company known to be solvent, in order to cover its liability. The Supplier shall be able to provide VBS with any supporting documentation in this respect upon first request.
ARTICLE 6 – GUARANTEE – ACCEPTANCE OF SUPPLIES AND SERVICES
The Supplier guarantees that all Supplies delivered or Services performed comply with the quantitative and qualitative specifications defined in the Order and are compliant with their intended use, are of good quality and are free from apparent or latent defects and flaws.
All or part of a delivery which is deemed non-compliant may be refused by VBS, and the Supplier shall, at its own expense and risk, handle the removal and replacement of the Supplies concerned within eight calendar days. Where the non-conformity of a delivery is not likely to cause major inconvenience, VBS reserves the right to accept the Supplies by reducing the price stipulated in the Order corresponding to the capital loss noted.
Unless otherwise stated in the Order, VBS has a period of 20 calendar days from delivery in order to verify, at its own convenience, the compliance of the Supplies/Services with the Order. Notwithstanding any signature of a delivery note, acceptance of the Supplies shall only take place after expiry of this period. Taking possession by VBS may not constitute any acceptance.
The warranty period, parts and labour, runs from the date of acceptance of the Supplies and covers a period specified in each particular case; this period shall not be less than 1 year.
Any modifications and any replacement parts and/or Supplies ancillary to the Services are guaranteed under the same conditions as the original Supplies.
ARTICLE 7 – CHECKING PROCEDURES
VBS is authorised to have its duly authorised representatives check and verify the quality of the Supplies both during manufacture and after its completion. In accordance with the various regulations, each inspection will be reasonably scheduled in advance, by mutual agreement with the Supplier, unless this is not possible in view of the urgency of the situation. The scope of checking procedures shall be determined unilaterally by VBS, based on its own risk analysis, but shall not in any way hinder the proper functioning of the Supplier’s business.
The Supplier may not rely on the exercise by VBS of its right to conduct checks and of verification in order to claim to be released from its responsibilities as governed by the provisions of the Order and these GTCP.
ARTICLE 8 – CONFIDENTIALITY
« Confidential Information » means all information communicated to one of the Parties in the context of the relationship, whether of a commercial, financial, technical or other nature, relating to one of the Parties and/or its business partners, and presented on any medium.
From the period of commercial negotiations and for a minimum period of 3 years, each Party is required to maintain the confidential nature of the other Party’s information and shall not use it or disclose it to third parties without the prior written consent of the Party concerned, unless such disclosure is made compulsory by applicable law or following a court decision. Furthermore, the Supplier is forbidden to quote VBS or the Order as a reference.
ARTICLE 9 – ASSIGNMENT, SUBCONTRACTING
Under no circumstances may the Supplier assign or subcontract all or part of execution of the Order without the prior written consent of VBS. In any event, in the case of subcontracting, the Supplier remains solely and fully liable vis-à-vis VBS for all obligations relating to the subcontracted Order.
The Luxembourg Law of 23 July 1991 on subcontracting does not apply in the event that subcontracting is implemented by the Supplier.
ARTICLE 10 – TRANSFER OF RISKS AND OWNERSHIP
Unless otherwise stated in the Order, the transfer of risks occurs when VBS accepts the Supplies and/or Services as defined in these GTCP. The Supplier assumes the risk of loss of the Supplies to be delivered under the Order up to delivery (DDP Incoterms 2020) or, if a specific acceptance procedure is envisaged, up to the date of notification of their acceptance by VBS.
Intellectual property rights attached to the Supplies acquired by VBS or resulting from a Service specifically ordered and developed by VBS, are transferred to VBS as and when they are delivered/performed.
The purpose of assignment is the right of reproduction, the right of communication to the public and the right to claim the paternity of the Supplies and/or Services insofar as VBS does not harm the reputation of the Supplier. In the event that all or part of the Supplies and/or the Services, or their use, infringe any third party property right, the Supplier undertakes to:
- enable VBS to continue using the Supplies and/or Services, or
- modify them so as to terminate the infringement, or
- replace, by maintaining an equivalent quality, at its own expense, the Supplies/Services concerned.
In all cases, the Supplier guarantees VBS against any action relating to infringement of an intellectual property right, and in particular undertakes to pay all damages which VBS may be ordered to pay.
ARTICLE 11 – PROTECTION OF PERSONAL DATA
In the event that the Supplier is the recipient of personal data referred to in Regulation (EU) 2016/679, it undertakes to comply with the principles relating to the protection of personal data by exclusively processing the personal data necessary for the execution of this Agreement for a period strictly limited to the duration of the Order. Data subjects have the right to access, rectify or object to the processing of information upon request to the Supplier.
ARTICLE 12 – CASES OF FORCE MAJEURE
If an unforeseeable and uncontrollable event renders execution of the Order impossible, the Supplier undertakes to implement all reasonable measures to mitigate the negative consequences for VBS of such an event. If, despite these measures, the event continues, then it will be described as a case of force majeure, releasing the Supplier from its obligations under the Order. In all cases, the Supplier undertakes to inform VBS, by any method and as promptly as possible, of the occurrence of such an event. For the purposes of these GTCP, any failure of the Supplier’s subcontractors, agents or other parties involved shall not be considered a case of force majeure. If such an event continues for a period of 30 days, VBS may cancel the Order, free of charge and immediately.
ARTICLE 13 – TERM / TERMINATION
The contractual documents used by VBS for its purchases are: the firm order (« Purchase Order”), which is concluded for a fixed period, and the open order (« Purchase Blanket Order »), which is concluded for an indefinite period.
Unless otherwise agreed in the contract, each Party has the option of terminating the purchase contract at any time without compensation by giving one month’s notice.
VBS reserves the right to automatically terminate all or part of the Order without compensation for the Supplier in the event of failure by the latter to fulfil its obligations arising from the Order or these GTCP, after formal notice has remained, in full or in part, without effect for a period of 15 days. VBS reserves the right to terminate the Order, immediately and without compensation, in the event of the commencement of bankruptcy, receivership, liquidation or legal arrangement proceedings, or in the event of breach of the Supplier Relations Charter.
In the event of termination of the Order for any reason whatsoever, the Supplier shall return to VBS within 24 hours of termination, all documents relating to the Supplies and/or Services and all other items which may have been made available to the Supplier in connection with the Order.
ARTICLE 14 – APPLICABLE LAW AND COURTS WITH JURISDICTION
The Order and the GTCP which form an integral part thereof are subject to Luxembourg law.
The Parties undertake to attempt to find an amicable solution to any dispute that may arise in relation to the Order. Therefore, before any legal action, the Parties shall request the intervention of the Centre de Médiation Civile et Commerciale du Luxembourg (www.cmcc.lu), in accordance with Article 1251-9 of the New Code of Civil Procedure.
In the absence of an amicable solution, any dispute relating to the validity, interpretation and/or execution of the Order and the GTCP shall come under the jurisdiction of the Luxembourg courts.