General terms and conditions concerning the execution of works and/or services with or without supply of capital goods and/or products necessary for the execution of works and/or services.

1. Definitions

‘Purchaser’ means either Campine NV or Campine Recycling NV.

‘Implementation’ means the Works and/or Services with or without supply of capital goods and/or products necessary for the implementation of the Works that are the subject of the present contract.

‘Supplier’ means the company charged with the implementation of Works or Services or supply of capital goods or products necessary for the execution of Works.

‘General Purchase Conditions’ means the general terms and conditions concerning the implementation of Works and/or Services with or without supply of capital goods and/or products necessary for the execution of Works and/or Services.

‘Special Conditions’ means the special terms and conditions concerning the implementation of Works and/or Services with or without supply of capital goods and/or products necessary for execution of Works and/or Services.

‘Contract’ or ‘Purchase Order’ means the agreement concerning the implementation of Works and/or Services with or without supply of capital goods and/or products necessary for execution of Works and/or Services.

2. General provisions

Only purchase orders confirmed in writing by the Purchaser shall be considered valid.

Purchase orders are exclusively governed by the present general purchase conditions, barring explicit written agreement to the contrary on the part of the Purchaser. Every acceptance of an order by the Supplier, whether explicit or tacit, commits the Supplier to the unconditional acceptance of our general and special terms and conditions.

All documents attached to the contract and/or possible amendments are likewise subject to our general purchase conditions. The documents in the following non-exhaustive list form an integral part of the present contract: drawings of electrical diagrams and cable measurements, technical drawings and resistance calculations, construction plans and resistance calculations of materials and P&IDs. All documents must be delivered in electronic form to the Purchaser and are the Purchaser’s property.

All specifications also form an integral part of the contract, including specifications in the following non-exhaustive list:

  • specifications for electrical installations
  • specifications for infrastructure works
  • specifications for standards concerning technical drawings
  • specifications for mechanical installations
  • specifications for compiling technical files

The Supplier shall submit every proposal that he considers indispensable to the achievement of the expected result of the implementation.

The Supplier is also required to provide a clear statement of the undertakings that he has entered into in the context of this contract.

In case our general terms and conditions deviate from our special terms and conditions, the latter shall always prevail.

3. Place of supply

Unless stated otherwise in these general terms and conditions, all works, services and supplies of capital goods and products necessary to the implementation of works shall be delivered at our plant in Beerse. The Supplier shall indicate the correct date and approximate anticipated time of delivery giving advance notice of minimum three business days.

Capital goods and products shall be delivered as far as possible in a closed heavy goods vehicle equipped with an independent unloading system, subject to contrary notice. Unloading of capital goods and products is for the Supplier’s account. A delivery note shall be included with every delivery stating the Purchaser’s contract number.

4. Delivery periods

Delivery periods for works and services as referred to in our general and special terms and conditions must be observed at all times. Unless agreed otherwise, any delay will result in a fine of 1% ad valorem on the amount of the works or services per calendar week of delay.

If the Supplier is aware of a variation in the delivery period, the client must be informed as soon as possible in writing.

5. Prices

The prices stated on our purchase orders are final. Prices include all delivery costs of capital goods and products. They also include all journey costs and other personnel costs of the Supplier or of his sub-suppliers.

6. Invoicing

Invoices shall be sent in triplicate to the registered office of Campine NV or Campine Recycling NV, Nijverheidsstraat 2, B-2340 Beerse, at the latest on the day following the effective delivery date.

All invoices shall mention the reference data appearing in the Purchaser's purchase order.

Any failure to comply with these stipulations may lead to postponement of payment and/or the return of the invoice to the sender.

Subject to formal written notice to the contrary, all invoices shall be paid 60 days after the end of the month after delivery.

If the Supplier has not complied with all his stipulated commitments and/or in case of complaints of the Purchaser, the Purchaser is entitled not to settle due and payable invoices or only to settle them in part. The full value of the supply will only be paid, according to the above stipulations, under the explicit condition that all elements of the supply were delivered properly to the Purchaser.

7. Transport risks

Unless stated otherwise, the Supplier assumes full responsibility for capital goods and products during carriage, on arrival at and delivery to our plant up to the moment of their reception by the Purchaser. The Supplier and the carrier shall comply with all applicable stipulations or regulations in force of any kind whatsoever as regards carriage, border crossings and/or reporting requirements to the authorities. The Supplier and the carrier shall hold the Purchaser harmless on first demand if the Purchaser’s responsibility is invoked in any such matters.

The Supplier shall insure himself against all risks relating to the carriage of capital goods and products forming the subject of this contract. Proof of such insurance is to be presented to the Purchaser on first demand.

8. Verification

The Purchaser has the right to carry out a quality audit or other inspections at the Supplier according to current standards for this type of inspection.

9. Force majeure

The Supplier shall inform the Purchaser in writing in the event that delivery of ordered goods is impossible. In case of force majeure, the agreement will be suspended. If the suspension of the contract exceeds 30 days, the Purchaser is entitled to cancel the contract without payment of compensation.

 

10. Liability

The Supplier is fully liable for the works and services he performs. This liability concerns actions of his personnel, his authorised agents and any sub-suppliers in accordance with Article 1384 paragraph 3 of the Belgian Civil Code. This liability includes serious or deliberate mistakes as well as embezzlement, theft, acts of vandalism, etc.

If the Supplier makes use of the Purchaser’s employees, these persons are deemed to be the Supplier’s authorised agents as stated above.

The Supplier is liable for all direct or indirect damage or loss resulting from accidents caused by him leading, for example, to work stoppage and/or business loss for the company.

The Supplier shall take out insurance against such risks. The Purchaser reserves the right to determine the required insurance cover. Proof of such insurance is to be presented to the Purchaser on first demand.

The Supplier is responsible for any waste that is generated when providing services. In case of demolition of existing installations, it must be stated in detail where waste is to be removed.

It is strictly prohibited to remove waste containing lead or antimony.

The Supplier shall at all times comply with the Purchaser’s instructions (sorting).

The Supplier shall remove waste he generates himself unless expressly agreed otherwise.

Subject to the Purchaser’s permission the Supplier may utilise the Purchaser’s equipment such as heavy equipment, mobile elevated work platforms, etc. The terms and conditions of use of equipment made available by the Purchaser are fixed in an accompanying document, which the Supplier declares that he has read and understood. Borrowed equipment shall always be returned in its original condition at the end of the agreed loan period.

The Supplier’s own equipment shall comply with all official regulations concerning compliance and use certificates. The Supplier shall submit proof of compliance with these official regulations to the Purchaser on first demand.

The Supplier is fully responsible for providing necessary training to his own personnel, his authorised agents and his sub-suppliers for the safe and proper use of borrowed equipment and his own equipment.

The Supplier may only make use of tools and materials, personal protection equipment, ironmongery etc. from the Purchaser’s stores in case of emergency, subject to the Purchaser’s permission. Such supplies will be charged at a price fixed by the Purchaser. The Supplier is responsible for equipment from the Purchaser’s stores as soon as this is made available to him.

If the works to be performed by the Supplier include the use of naked flames, the Supplier shall comply with the specific permit procedure. If it appears that such measures have not been taken, any harmful consequences as stated in the Purchaser’s fire insurance will be recovered from the Supplier.

The Supplier is deemed to hold all necessary certificates and permits for performing the stated operations. The Supplier’s shall submit certificates and permits at the Purchaser’s first written request.

11. Health, safety and environment regulations – in-house rules

Supplies shall comply with official regulations and in particular with health, safety and environment regulations.

The Supplier confirms that he has read and understood the Purchaser’s instructions on health, safety and environment protection set out in the document ‘General safety and environmental regulations for external employees (third parties – contractors – temporary staff) of Campine NV & Campine Recycling NV’. These are also available on the website www.campine.be under Contractor's info/Nederlands. The Supplier’s personnel and authorised agents as well as sub-suppliers shall comply with specific points in the Purchaser’s internal regulations such as – without this list being limitative – the ban on smoking, rules on break times and meals, safety rules, wearing protective clothing, etc.

The Supplier shall verify that he is in possession of the documents containing the points in the rules that concern him. The Supplier shall strictly comply with these rules.

12. Risk analysis

The Supplier undertakes, without reservation and in cooperation with the authorised manager in charge of the Purchaser’s works, to contribute to determining all risk factors relating to the implementation, the installation and its use, before works commence.

13. Conditions linked to the performance of the works

The contract is deemed to include all terms and conditions that the Supplier requires for performing the works such as – without this list being limitative – the condition of the installations and the soil where the works are to be performed, the water and energy supplies, etc. The Supplier is responsible for defining these terms and conditions in detail.

14. Responsibilities matrix in case of a contract involving several suppliers

The contract for each supplier is deemed to include all terms and conditions that must be fulfilled by other suppliers when preparing works and during their implementation. The Supplier shall verify that the above-mentioned third parties are aware of and accept these terms and conditions.

The Supplier shall monitor whether the terms and conditions he has stipulated are being fulfilled.

In the absence of such monitoring, compliance with these terms and conditions is assumed on commencement of the works that are subject to these terms and conditions.

15. Communication

The Purchaser will organise regular meetings regarding the works being implemented.

The Supplier shall be present at these meetings, subject to force majeure, or arrange to be represented there by a properly authorised and competent person.

A report of the meeting may be drawn up and provided to the parties concerned.

The points included in the report shall form an integral part of the contract, subject to objection to its disclosure by recipients of the report.

16. Training

The installations and works are only deemed to have been delivered on condition that the Purchaser’s employees have been properly trained in their use. This training shall include a section on safety instructions on the basis of the risk analyses as stipulated in Article 17 above.

The training programme shall take account of the restrictions involved in working times for shift work.

17. Maintenance

The Supplier shall pass on all maintenance plans to the Purchaser as well as all necessary instructions and procedures for proper functioning of the supply as well as for maintenance of proper functioning during the normal lifetime of the supply.

18. Commissioning

The Parties will agree to perform tests before the commissioning in order to assess certain quality aspects and the functioning of the implementation which is the subject of the contract.

Commissioning may only commence after a handover report has been drawn up in the presence of both parties.

If the Supplier is absent without proper justification on his part, the Purchaser shall at his own discretion take the conditional or unconditional decision to commission the works.

Each party may arrange to be represented by an authorised expert in this matter.

Commissioning shall only be deemed to have occurred subject to the necessary condition that all required documents, including compliance certificates, have been submitted to the Purchaser.

19. Warranty

The Supplier warrants that the implementation complies with all stipulations in the contract as regards the expected operation as well as the specifications, the application area and any general characteristics mentioned in literature disseminated by the Supplier, as well as all relevant official regulations. Reception of products and capital goods shall take place at our plant in Beerse. The relevant weights are determined on arrival of the products and capital goods and are measured by our equipment. Where a non-compliance is determined on reception of products and capital goods, the Supplier shall undertake sufficient corrective measures without delay and bear all costs arising therefrom. Such measures do not in any way free the Supplier from his obligations regarding the delivery period as referred to in Article 4 of the present general terms and conditions. Reception of the delivery and commissioning as referred to in Article 23 do not in any way free the Supplier from his liability in the event of non-compliance, non-compliant operation or hidden defects in works and services that appear during the application, commissioning or use thereof. Liability is in no case restricted to the pure contractual value of the works and services. The Supplier shall hold Campine NV / Campine Recycling NV harmless against any complaints against Campine NV / Campine Recycling NV that could be made regarding both the principal and interest, and costs.

20. Cost-plus work

The hours that are worked in the context of cost-plus work shall be recorded in accordance with the Purchaser’s instructions. Time sheets will only be accepted if they are signed off by a manager who is properly authorised to do so by the Purchaser.

Version 2 – GB 2009. This version replaces all previous versions.

Campine NV / Campine Recycling NV – IZ Kanaal West, Nijverheidsstraat 2, 2340 Beerse, België.