General purchase conditions

1. The present general purchase conditions apply to any and all request for a quotation, purchase order or purchase agreement made out or entered into by HCJ. The present general purchase conditions shall supersede any terms and conditions of the supplier, unless explicitly agreed upon otherwise in writing. In the event the terms and conditions of the supplier would apply, the present general purchase conditions shall supplement such terms and conditions as to any provision, in whole or in part, not covered in full by such terms and conditions. 

2. In the event that any part of HCJ's request for a quotation is unclear or contains errors or inconsistencies to the opinion of supplier, supplier is to consult with HCJ prior to submitting a quotation. Any quotation by supplier shall be fixed and binding upon supplier during the acceptance period indicated in the quotation. Quotations from supplier shall include any and all applicable cost, taxes, fees, levies, and/or other charges required for delivering the products to the place of delivery under the relevant Incoterm. 

3. HCJ shall only be bound by a purchase of products following a written order executed by a director with power of representation. An order by HCJ shall be deemed accepted unless rejected by supplier in writing within three (3) business days following the day of receipt of such order, indicating in detail the reason(s) for rejection. Prior to acceptation of an order by supplier, express or implied, HCJ is entitled to amend or cancel the order. Any reply from supplier in reaction to an order, containing additional or different terms, shall be deemed as a rejection of such order by supplier. In the event supplier decides to execute such order anyway, parties shall be deemed to have entered into a purchase agreement in accordance with the terms and conditions of the order of HCJ. 

4. Unless explicitly agreed otherwise in writing, all products shall be delivered by supplier DDP Genk (Incoterms 2016).  

5. Any delivery time agreed upon is of the essence and binding upon supplier. 

6. All products shall be delivered subject to HCJ prior right of inspection. HCJ shall have no less than eight (8) Business days following the date of delivery, to inspect delivered products. Advance or interim payment of the products shall not be considered as an acceptance thereof. Acceptance of delivered products by HCJ is without prejudice to any and all remedies HCJ may have as to non -visible non-conformities as to the products delivered.

7. Supplier undertakes and warrants that the products sold and delivered to HCJ shall 1) shall be free from visual and non-visual defaults and non-conformities; 2) comply in full with the terms and conditions agreed upon in writing; 3) comply in full with the product specifications agreed upon in writing; 4) comply in full with any and all relevant technical standards and the law; 5) shall be accompanied by all documents, certificates, permits, instructions or any other information required by law in order to enable resale and/or processing of the products in the most optimal conditions for HCJ, whereby supplier confirms that this information is correct, complete and up to date. Supplier also undertakes and warrants that supplier is entitled to produce and sell the products and can dispose of the products free of any third parties' rights.

8. Unless otherwise agreed upon in writing, invoices are due within 60 days following the end of the month of invoice date. 

9. The title of ownership as to the products shall pass to HCJ at the moment of delivery according to the agreed Incoterm or the moment of (advance) payment of the products, witch ever moment comes first. The risk of loss as to the products shall pass to HCJ at the moment of delivery according to the agreed incoterm.

10. In the event supplier is in breach of one or more of the terms or condi¬tions of these general conditions are any other agreement parties may have,  HCJ is entitled, at its discretion, without prior notice and with immediate effect, to suspend performance of its obligations under such agreement until such breach is remedied by supplier or to terminate such agreement, without prejudice to any other remedy HCJ may have. Supplier shall fully and effectively indemnify HCJ against all damages, losses and costs incurred and/or suffered by HCJ as a result of or in connection with such breach, including but not limited to: a) all inspection, freight, handling and/or other costs incurred by HCJ in connection with the late delivery of the products;  b) any and all fines, penalties or other sanctions imposed upon the HCJ by a third party as a result of or in connection with the late delivery of the products; c) the difference between the purchase price of the relevant products and the purchase price of an equal quantity of products. Such damages, losses and costs are calculated at a lump sum indemnification of 30% of the total purchase price of the relevant products, without prejudice to claim compensation for actual damages incurred.

11. HCJ is entitled, without prior notice and with immediate effect, set-off any payment obligation owed by supplier to HCJ under any agreement parties may have entered into, against any obligation owed by HCJ to supplier, whether or not certain, due and/or payable, regardless of the place of payment or currency of the obligation. 

12. All personal data shall be processed by HCJ in accordance with its privacy statement ([HYPERLINK TO BE COMPLETED]) and relevant and applicable regulation, including the European General Data Protection Regulation.

13. The relationship between HCJ and the supplier is governed by Belgian law, to the exclusion of the Vienna Sales Convention. Disputes shall be submitted to the exclusive jurisdiction of the Courts of Antwerp, department Hasselt.