GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODFLOW
With its corporate seat in Utrecht, the Netherlands, version May 2024, filed at the Registry of the District Court of Utrecht, location Utrecht, the Netherlands.

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Article 1 – Definitions

In these General Terms and Conditions of Purchase the following definitions apply:

Agreement means the agreement between GoodFlow and the Supplier based upon which the Supplier is obliged to make the Delivery.

DCC means the Dutch Civil Code.

Delivery means the goods, works and/or services to be supplied by the Supplier to GoodFlow under the Agreement.

GoodFlow means GoodFlow B.V. as well as all affiliated companies of GoodFlow B.V., making use of and/or referring to these Terms and Conditions.

Parties means GoodFlow and the Supplier jointly.

Party means GoodFlow or Supplier.

Price means the consideration due by GoodFlow to the Supplier for or in relation to the Delivery.

Supplier means the opposite party of GoodFlow making the Delivery.

Terms and Conditions means these general terms and conditions of purchase.

 

Article 2 – Applicability

2.1 These Terms and Conditions are applicable to all Agreements as well as all requests, quotations, offers, instructions, purchase orders, order confirmations and other juridical acts with respect to the supply of goods, the performance of services, the execution of instructions and the performance of other activities by the Supplier for and/or on behalf of GoodFlow.

2.2 Any modification of or addition to these Terms and Conditions shall be valid only if expressly agreed in writing.

2.3 Any general conditions of, used by or referred to by the Supplier, however described, are expressly excluded from applicability. The applicability of such general conditions is explicitly rejected by GoodFlow.

2.4 If any provision of the Agreement differs from or is contradictory to the substance of these Terms and Conditions, the substance of the Agreement shall prevail.

 

Article 3 – Conclusion of the Agreement

3.1 Quotations and offers from the Supplier shall be binding and irrevocable, unless the relevant quotation or offer explicitly states that it is non-binding.

3.2 No Agreement between GoodFlow and the Supplier will exist until GoodFlow has expressly accepted a quotation or offer from the Supplier in writing by means of a purchase order confirmation.

3.3 Oral orders and/or instructions shall only be binding on GoodFlow if and to the extent these have been confirmed by GoodFlow in writing.

3.4 All costs involved in preparing a quotation or offer shall be borne by the Supplier, whether or not an Agreement is concluded on the basis thereof.

3.5 Additions and/or changes to the Agreement and/or the purchase order confirmation referred to in article 3.2 are not binding on GoodFlow, unless accepted by GoodFlow in writing.

3.6 The Supplier is obliged to point out to and/or warn GoodFlow of conflicts and/or errors and/or omissions in the Agreement, including the corresponding annexes, and to do so as much as possible before starting with the execution of said Agreement. If the Supplier fails to point these out to GoodFlow or fails to warn GoodFlow of these, all consequences thereof are at the risk and expense of the Supplier.

 

Article 4 – Price

4.1 The Price agreed between GoodFlow and the Supplier is a fixed price, not subject to any increases for whatever reason.

4.2 Unless expressly otherwise agreed in writing, agreed prices are DDP (‘Delivery Duty paid’) according to the Incoterms 2020 and therefore and furthermore inclusive of all costs of for instance, but not limited to documentation, certification, testing, packaging, labelling and shipment/transport, and inclusive of all taxes and levies.

4.3 The provision of article 4.1 also applies with regard to price increases, whether or not on the basis of a price index that the Supplier wants to apply based on increased wage costs, rise in taxes and/or energy, material and/or raw material costs, even if such price increases are permitted by the authorities. Reliance by the Supplier on the provisions of article 6:258 DCC is expressly excluded in this connection. If the Supplier nevertheless exercises a power to increase the Prices on the basis of mandatory law and/or any statutory provision, GoodFlow may dissolve the Agreement without any notice of default and without being liable in damages.

 

Article 5 – Scope of the Delivery

5.1 The scope of the Delivery follows from the Agreement and furthermore includes all that is necessary to achieve the purpose intended by GoodFlow with the Delivery.

5.2 The Supplier also ensures that it makes all information, documentation and certification available to GoodFlow in full and on time that is relevant for or in connection with the Delivery and that this information, documentation and certification is correct and complete.

5.3 The Supplier furthermore warrants the correctness and completeness of the information and specifications provided in this connection by or on behalf of the Supplier.

5.4 The Supplier is expected each time to immediately check the correctness, completeness and/or clarity of the information provided to him by or on behalf of GoodFlow and to notify GoodFlow immediately in writing of any lack in this regard. If the Supplier fails to do this, all consequences thereof are at the risk and expense of the Supplier.

5.5 The delivery of goods also includes their unloading and stacking at the place indicated by GoodFlow.

 

Article 6 – Delivery periods

6.1 The Supplier is obliged to make each Delivery in time. The agreed delivery periods are considered to be strict deadlines, which means that exceeding the delivery period will result in the Supplier being in default.

6.2 The Supplier will never be entitled to suspend and/or postpone one or more of its obligations for whatever reason.

6.3 GoodFlow will inform the Supplier within a reasonable period of time before the date on which the Delivery should start or take place if the Supplier cannot start its work in connection with the Delivery at the agreed time or if the goods to be supplied cannot be delivered at the agreed time. In that case, the agreed delivery period will be extended on a pro rata basis, without the Supplier being entitled to any compensation.

6.4 The Supplier must immediately inform GoodFlow if he knows or suspects that he will not be able to make the Delivery in time, without prejudice to article 6.1.

 

Article 7 – Delivery of goods

7.1 Goods shall be delivered in the manner and at the place and time stated in the Agreement and/or purchase order confirmation.

7.2 Goods, including their labelling, packaging and transport, shall comply with all statutory and applicable laws and regulations. The information, documentation and certification in article 5.2 will demonstrate such compliance.

7.3 Partial deliveries are not allowed unless agreed in writing.

7.4 Overruns or underruns are only accepted if agreed in writing.

7.5 Delivery is completed when GoodFlow signs for receipt. This does not waive GoodFlow’s right to reject goods.

 

Article 8 – Delivery of services

8.1 Services shall be performed in the manner and at the place and time stated in the Agreement and/or purchase order confirmation mentioned in article 3.2.

8.2 The delivery of services shall have been completed at the moment when GoodFlow has confirmed in writing that the services have been performed or that it has approved the services performed. The Supplier cannot derive any right whatsoever from this confirmation or approval and the confirmation or approval will therefore not prevent GoodFlow from exercising any rights towards the Supplier in case of any default on the Supplier’s side and/or defects of the Delivery.

8.3 The Supplier shall not contract out the performance of services to third parties except with the prior written permission of GoodFlow.

8.4 The Supplier is responsible for and shall ensure the availability of the auxiliary materials, personnel and/or third parties to be used or engaged for the purposes of the services to be performed.

 

Article 9 – Inspection

9.1 GoodFlow may at all times inspect or cause the inspection, examination and/or testing of the Delivery. The Supplier shall give his full cooperation to such inspection, examination or testing, without being entitled to any consideration in this regard.

9.2 If any goods are rejected, GoodFlow shall notify the Supplier. GoodFlow shall store the rejected goods or cause them to be stored at and for the Supplier’s expense and risk. If the Supplier has not taken back the rejected goods within 14 days after GoodFlow notifies the Supplier that the delivered goods have been rejected, GoodFlow may without the Supplier’s permission return these goods to the Supplier at the latter’s expense and risk or sell or destroy them.

9.3 The Supplier cannot derive any right from an inspection, examination or testing referred to in article 9.1 or from the fact that no such inspection, examination or testing has taken place.

9.4 GoodFlow is never bound by any time-limit set by the Supplier, before which GoodFlow should inspect, examine or test the goods to be delivered or to inspect and/or reject these.

9.5 The applicability of article 7:23 DCC is explicitly excluded.

 

Article 10 – Ownership and Risk

10.1 The ownership and risk of the Delivery will pass to GoodFlow at the time of the delivery thereof.

10.2 In the event of an advance payment made by GoodFlow with regard to the Delivery of goods, the ownership of the goods to be delivered passes at the time the payment in advance is made. In that case, the risk of those goods will pass at the time of the delivery thereof.

10.3 The ownership of and risk in the goods to be delivered will pass irrevocably to GoodFlow when GoodFlow has taken delivery of the goods at the place and in the manner agreed upon, without prejudice to any right of GoodFlow to reject such delivered goods. The Supplier warrants that GoodFlow acquires the unencumbered ownership of the Delivery, i.e. the goods. The Supplier will not retain ownership to one or more of the goods to be delivered and will indemnify GoodFlow against any rights of third parties to those goods.

10.4 If – contrary to the provisions of article 10.3 – it is agreed that the Supplier will retain title to the goods that it has to deliver to GoodFlow, GoodFlow will be allowed to further process and sell the goods delivered in the ordinary course of its business. In that case, GoodFlow does not warrant that the Supplier can successfully rely on the retention of title mentioned above.

10.5 If and to the extent GoodFlow hands over one or more goods for processing to the Supplier under the Agreement, those goods will be and continue to be the sole property of GoodFlow at all times. The Supplier will store these goods as such and keep them separate from other goods stored at its premises as well as mark or designate these goods as being GoodFlow’s sole property and in such other way, as a result of which it will be clear to third parties at all times that those goods are the property of GoodFlow. The Supplier will also invoke the property rights of GoodFlow with regard to those goods against third parties that seek recovery from one or more of those goods and he will immediately inform those third parties of the property rights of GoodFlow. The Supplier shall not use said goods for or allow them to be used by third parties except with the written authorization of GoodFlow.

10.6 In the case referred to above in article 10.5, the Supplier will inform GoodFlow immediately if one or more third parties intend to seek recovery from the goods or if there are reasonable grounds to suspect that this will or could happen.

10.7 GoodFlow is entitled at all times to collect or cause to collect the goods that are its property from the Supplier and the Supplier will cooperate in this (in each case and unconditionally). In this connection, the Supplier will not invoke any right of retention and/or other right of suspension that he may have.

10.8 The Supplier hereby waives all other rights and powers it has on the strength of the right of retention or the right of recovery.

 

Article 11 – Packaging and Shipment

11.1 The Supplier shall pack and label the Delivery, i.e. the goods at its expense with due observance of the requirements imposed by the Agreement and/or the purchase order confirmation of GoodFlow as well as in accordance with applicable treaties, law and/or regulations and in a manner that is appropriate for the goods. The Supplier shall be liable for any damage caused by insufficient or inadequate packaging and/or labelling. Breakage of and damages to the goods arising during loading, transport and unloading are at the expense of the Supplier.

11.2 Each shipment shall be accompanied by a packing list.

11.3 The Supplier shall take back packing material on GoodFlow’s demand.

11.4 Packaging or loaned packaging will be taken back and/or returned at the Supplier’s expense and risk to a destination determined by the Supplier.

 

Article 12 – Payment

12.1 Payment shall be made within the agreed term of payment and if no such term of payment has been agreed upon by the Parties within 60 days after the end of the month in which these invoices are received by GoodFlow, provided that the Delivery has been approved and after receipt of all accompanying information, documentation and certification as well as the comprehensive invoice of the Supplier, correctly addressed.

12.2 The Supplier’s invoice shall always state a purchase order number issued by GoodFlow. Without such number referred to, GoodFlow will send back the Supplier’s invoice. Invoices must be sent to the mailing address of GoodFlow.

12.3 If the Supplier fails to fulfil any obligation under the Agreement, including these Terms and Conditions, GoodFlow may suspend its obligation to pay any invoice of the Supplier.

12.4 If the Supplier has not invoiced the amounts to which he is entitled under the Agreement within 6 months after the delivery has taken place, the right of the Supplier to claim payment of the amounts in question and to the corresponding Delivery will cease to exist.

12.5 Payment by GoodFlow shall in no way whatsoever imply a waiver of any right.

12.6 GoodFlow may at all times set off any claim of the Supplier on GoodFlow against claims which GoodFlow has on the Supplier on any account whatsoever.

 

Article 13 – Warranties

13.1 The Supplier warrants that the Delivery will conform to the Agreement and these Terms and Conditions in each and every way.

13.2 The Supplier in this regard also warrants that:

(i) the Delivery will have or be conform the agreed specifications, including quantity, quality, lifetime and/or shelf-time.
(ii) the Delivery is suitable for the intended purpose for which it is purchased.
(iii) goods delivered are new, free of defects and unencumbered by third-party rights.
(iv) services will be carried out competently and without interruption.
(v) the Delivery meets all applicable laws, regulations, self-regulatory rules and requirements of GoodFlow.
(vi) goods bear a designation of the manufacturer or marketer.
(vii) goods include all necessary information and instructions for correct and safe use.
(viii) goods include all required information, labelling, documentation and certification.

13.3 The Supplier also warrants compliance with:

(i) child labour legislation
(ii) non-discrimination
(iii) prohibition of forced labour
(iv) safe labour and living conditions
(v) freedom of association
(vi) all requirements in the GoodFlow Code of Conduct

13.4 The warranty period is five years after the date of Delivery unless otherwise agreed.

13.5 Any defects during the warranty period must be repaired immediately by the Supplier at its expense.

13.6 If the Supplier fails to meet its warranty obligations, GoodFlow may repair or replace the defect at the Supplier’s expense.

 

Article 14 – Breach, Termination

14.1 If the Supplier fails to comply with any obligation, the Supplier is immediately in default and GoodFlow may:

(i) suspend performance of the Agreement
(ii) terminate the Agreement wholly or partly

14.2 GoodFlow may also suspend or terminate in case of Supplier bankruptcy, suspension of payments, shutdown or dissolution.

14.3 In these situations, all GoodFlow’s claims on the Supplier become immediately due.

14.4 Termination does not entitle the Supplier to any compensation.

 

Article 15 – Improper Advantage

15.1 The Supplier declares and warrants that:

(i) no improper or unlawful advantage will be offered or accepted in connection with the Agreement
(ii) no improper offers or payments have been made before entering the Agreement

15.2 The Supplier must impose the same obligations on its employees and third parties engaged in performance of the Agreement and warrants their compliance.
 

Article 16 – Confidentiality

16.1 The Supplier shall keep absolutely secret all information originating from GoodFlow (including ideas, knowledge, trade secrets, data, procedures, substances, samples and the like) which comes to its knowledge in connection with the Agreement and its performance and which GoodFlow has designated to be confidential or which the Supplier can reasonably assume to be confidential (“Confidential Information”).
The Supplier shall restrict access to Confidential Information to the persons who need to know this information for the purposes of the Agreement and/or the execution thereof.
Except with the prior written permission of GoodFlow, the Supplier shall not disclose or make public the Confidential Information or any part thereof, nor use it for any purpose other than the Agreement.

16.2 The obligation of secrecy does not apply to information the Supplier can prove (with documentary evidence) that it:

(i) was already fully in its possession before disclosure, without an obligation of secrecy
(ii) was already public or became public other than due to the Supplier’s actions
(iii) was lawfully obtained from a third party not bound by secrecy
(iv) was independently developed without using GoodFlow information
(v) must be disclosed pursuant to law or binding decisions of courts or authorities
In such a case, the Supplier must give GoodFlow timely written notice to limit disclosure as much as possible.

16.3
The Supplier shall impose the same obligation on its employees and third parties engaged for the Agreement and warrants their compliance.

 

Article 17 – Intellectual Property

17.1 If the Delivery or parts thereof are subject to intellectual property rights already held by the Supplier before the Agreement and developed independently, these rights remain with the Supplier.
The Supplier grants GoodFlow a non-exclusive, irrevocable, perpetual, worldwide and transferable right of use for any business-related purpose. This includes the right for GoodFlow to grant the same rights to affiliates, group companies, customers or other third parties.

17.2 The Supplier warrants that the Delivery does not infringe any intellectual property rights or ownership rights of third parties.

17.3 The Supplier shall indemnify GoodFlow against all claims arising from infringements of the rights mentioned in 17.2, and compensate GoodFlow for all resulting damages.

17.4 All intellectual property rights created in connection with or as a result of any relationship between the Supplier and GoodFlow shall vest exclusively in GoodFlow from the moment they arise.
The Supplier irrevocably transfers these rights to GoodFlow free of charge.
If formal actions are required, the Supplier must fully cooperate or grants GoodFlow irrevocable power of attorney to execute them.

Article 18 – Liability

18.1 The Supplier is liable for all damages and losses suffered by GoodFlow or third parties due to or in connection with the performance of the Agreement, whether caused by acts or omissions of the Supplier or parties engaged by it.

18.2 This also applies to damages resulting directly or indirectly from breach of the Agreement.

18.3 The Supplier shall unconditionally indemnify GoodFlow against all damages and claims of third parties relating to the above.

18.4 The Supplier must take out proper and sufficient liability insurance. On request, the Supplier must provide the policies and proof of premium payment and increase coverage if GoodFlow reasonably requires it.

18.5 The Supplier shall transfer insurance payments or claims to GoodFlow on first request.

18.6 GoodFlow shall not be liable for any damage suffered by the Supplier unless caused solely by intent or willful recklessness of GoodFlow’s executive staff.

 

Article 19 – Force Majeure

19.1 In case of force majeure, performance of the Agreement is suspended for as long as the situation continues, without liability for compensation.
If force majeure lasts more than thirty days, the other Party may dissolve the Agreement by registered letter without compensation.

Force majeure does not include for the Supplier:
– lack of personnel
– strikes
– breach by suppliers
– production or equipment failure
– non-delivery by subcontractors
– liquidity or solvency problems
– government measures relating to Supplier’s risks

 

Article 20 – Assignment

20.1 The Supplier may not assign or pledge any rights or obligations under the Agreement without written permission from GoodFlow.

20.2 The Supplier may not subcontract performance of obligations without written permission from GoodFlow.

Article 21 – Miscellaneous

21.1 Invalidity of one or more provisions does not affect the validity of others. A replacement provision will apply, as close as possible to the purpose of the invalid clause.

21.2 If the Agreement is concluded with multiple persons or legal entities, each is jointly and severally liable.

21.3 If GoodFlow does not immediately enforce a provision, this does not constitute a waiver of rights.

 

Article 22 – Applicable Law and Jurisdiction

22.1 The legal relationship between GoodFlow and the Supplier is governed exclusively by Dutch law, excluding the Vienna Sales Convention, unless GoodFlow would be better protected under that Convention.

22.2 All disputes shall be submitted to the competent court of Utrecht, unless GoodFlow chooses arbitration through the Dutch Arbitration Institute (NAI), location Utrecht.

22.3 GoodFlow may also summon the Supplier before the court handling a main action in indemnity proceedings.

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