In these purchase conditions, the following terms are used with the following meanings, unless expressly indicated otherwise.
Filtech: Filtech Nederland B.V. The user of these purchase conditions
Supplier: The other party, acting in the performance of a profession or business, which provides, sells,tenders, etc., goods or services to Filtech.
Agreement: The contract between Filtech and the supplier
2.1. All legal relationships between Filtech and the supplier, including all offers, tenders, applications and agreements betwee Filtech and the supplier are exclusively governed by these purchase conditions
2.2. Any deviations from these purchase conditions are only valid if expressly agreed in writing with Filtech.
2.3. The applicability of any (general or industry) conditions of the supplier is spexifically excluded; these are never applicable to Filtech.
2.4. If one or more provisions of these purchase conditions are void or nullified, the other provisions of these purchase conditions will remain fully applicable. Filtech and the supplier will then consult with one another in order to agree on new provisions to replace those that are void or have been nullified, taking the aim and purport of the original provision(s) into account if and in so far as possible.
3.1. The supplier is obligated to provide each shipment or delivery with a consignment note/delivery note, clearly stating Filtech’s order (or assignment) number and the number of packages or unpackaged items.
3.2. In terms of packaging, material ordered by Filtech must be delivered in perfect condition and properly packed to Filtech or a third party at a destination stipulated by Filtech.
3.3. The supplier will not charge Filtech for the cost of packaging, unless otherwise agreed in writing with Filtech in advance. Upon delivery, the packaging becomes the property of Filtech.
3.4. The goods delivered by the supplier are not accepted until they have been inspected in Filtech’s factory (for quality, weight and quantity) and approved by Filtech. Signed receipts from hauliers, railway companies and post offices do not constitute proof that goods have been accepted by Filtech.
3.5. Faulty goods or deliveries, which do not correspond with Filtech’s order, will be refused by Filtech and returned to the supplier carriage free, without Filtech being liable for any damages incurred by the supplier, unless such damages are caused by an intentional act or equivalent gross negligence on the part of Filtech.
3.6. Filtech is entitled to refuse all deliveries that take place after the delivery time stipulated in its order.
3.7. Photos, (work) drawings, printing plates, moulds, die cutting moulds, etc., remain Filtech’s property and must always be returned to Filtech.
4.1. The supplier guarantees that the goods or services provided comply in full with the terms and conditions stipulated by Filtech and contain no material and/or structural defects. If no terms and conditions are stipulated by Filtech, the supplier must supply the quality that is customary for the objective. The supplier guarantees that the agreement will be performed to the best of its knowledge and ability and in accordance with high standards, all based on the expertise that Filtech may reasonably expect from the supplier. Inspections by Filtech of the goods or services supplied does not release the supplier from its obligations, as stated in Article 4 or elsewhere in these purchase conditions.
4.2. The supplier guarantees that the design, composition and quality of the goods supplied and work performed under the agreement fully comply with all applicable requirements stipulated by law and/or other regulations prescribed by the government, as they apply at the time at which the goods or service are supplied.
4.3. As soon as any defects are identified by Filtech, the supplier will, at its own expense, supply all missing parts and/or parts to be replaced to Filtech’s factory carriage paid, without being allowed to require Filtech to pay any (extra) costs.
4.4. The periods stipulated by the supplier constitute strict deadlines. Exceedance of these periods will obligate the supplier to pay compensation and entitle Filtech to terminate the agreement.
4.5. In the event of late delivery, the supplier will be in default without Filtech being required to give the supplier notice of default.
4.6. In so far as the agreement with the supplier consists of a transport assignment by Filtech to the supplier, the supplier (carrier/haulier) will be obligated to deliver the goods to Filtech at a destination stipulated by Filtech as quickly as possible, without delay, via the shortest possible route, and with due regard for any other terms agreed in these purchase conditions. Traffic fines and damages are to be paid by the supplier.
5.1. The price (initially) stipulated by the supplier or the price stated in the agreement signed by Filtech is fixed. Price adjustments or deductions by the supplier can only be made after prior written permission has been granted by Filtech.
5.2. Payment by Filtech occurs on invoice within 8 days of receipt of said invoice with -/- 3% discount on the invoice amount (exclusive of VAT), or within 60 days of receipt of the invoice and always after all goods have been fully approved. Payment does not release the supplier from any guarantees and/or liability to which it is bound under the agreement or the law.
5.3. The supplier is obligated to send each invoice to Filtech in duplicate, with both invoices stating Filtech’s order number. VAT must be stated separately on the invoice.
6.1. If the supplier fails to meet any obligation towards Filtech, or fails to do so adequately or on time, if the supplier is declared bankrupt or files for bankruptcy with the district court, if the supplier has applied for a moratorium or if this has been granted, if the supplier’s company is closed down or wound up, if the supplier’s property is seized, or if the supplier is placed under administration or guardianship, Filtech will be entitled to suspend the performance of all its obligations towards the supplier or to terminate the agreement with the supplier in whole or in part, without giving notice of default or judicial intervention and without being liable for any compensation, all without prejudicing Filtech’s other rights, including the right to compensation.
7.1. The supplier is liable for all damages that may arise in connection with the agreement, unless there is wilful intent or equivalent gross negligence on the part of Filtech. Damages arising during and/or due to transport must be compensated to Filtech in full.
7.2. The supplier is also liable for damages caused by acts or omissions by third parties used by the supplier in the performance of the contract, unless the damage is partly caused by an intentional act or equivalent gross negligence on the part of Filtech.
7.3. Filtech is under no circumstances liable for indirect damages, including consequential loss, lost profit, missed savings and loss due to business interruption, except in the event of wilful intent or equivalent gross negligence on the part of Filtech.
7.4. The supplier will indemnify Filtech against third party liability with regard to intellectual property rights to goods and services provided by the supplier. Goods and services provided must not, therefore, infringe any intellectual property rights, including third-party patents, licences, copyrights, registered drawings or designs, trademarks or trade names. In the event of an infringement, the supplier will compensate any and all costs incurred by Filtech as a result.
7.5. The supplier will indemnify Filtech against third-party claims for damages in connection with or ensuing from the performance of this agreement by the supplier, if and in so far as Filtech is not liable towards the supplier under the provisions of this article.
8.1. The court of Breda is solely authorised to take cognisance of disputes, unless mandatory provisions dictate otherwise.
8.2. All legal relationships between Filtech and the supplier to which these purchase conditions apply are governed by Netherlands law. All legal relationships with the supplier are also governed by Filtech’s general conditions (of sale) as filed with the Brabant Chamber of Commerce and can be viewed on Filtech’s website (www.filtech.eu). In the event of a conflict between Filtech’s general conditions (of sale) and these purchase conditions, the provisions of these purchase conditions will prevail. The Vienna Sales Convention is expressly excluded.
9.1. All judicial and extrajudicial collection charges reasonably incurred by Filtech in connection with non- or late compliance with the payment terms on the part of the buyer are payable by the buyer.
9.2. The buyer will owe statutory interest on the collection charges made.
V.2. November 2023