General terms and conditions of purchase

1. Applicability
With the exception of provisions to the contrary recorded in writing and signed by both parties, the following terms and conditions apply to all our orders from suppliers, regardless of whether they concern the delivery of products, services, hardware, or software. They also apply to deliveries of goods made within the framework of a contract for the hire of services. By accepting the order or commencing execution, the supplier accepts these terms and conditions. They take precedence over any general supplier terms and conditions: the acceptance by NV Almaplast of order confirmations, invoices containing general invoicing terms, and the acceptance of the delivery itself do not detract from this principle.

2. Formation of the agreement
An agreement is concluded following express acceptance by the supplier and Almaplast NV, which must be in writing or electronically.
Neither party may assign the contract without the written consent of the other party. If this does occur, the other party has the right to terminate the contract without prior notice. Agreed specifications and conditions are binding upon both parties.

3. Conditions regarding well-being and the environment
The supplier must comply with the statutory requirements regarding welfare and the environment established under current Belgian and European legislation. The supplier meets all obligations regarding safety, health, and the environment in accordance with legal provisions such as the Welfare Act of 04.08.1996 and all its implementing decrees; including the Royal Decree of 25.01.2001 concerning temporary and mobile construction sites, Belgian Official Gazette of 07.02.2001 and its amendments; and the Vlarem. The order is placed subject to the express and resolutive condition that the supplier fully complies with all statutory and agreed requirements.The determination by Almaplast NV that the goods or services do not comply with the statutory and/or agreed requirements regarding safety, health, and the environment automatically entails their non-acceptance. Such determination shall be reported to the supplier within the period provided for in the following article for the acceptance of the goods.
However, this time limit applies only if the non-conformity of the goods can be established by a normal inspection; otherwise, the regulations regarding hidden defects set out below apply. The supplier is obliged to immediately repair any damage resulting from environmental pollution caused by, through, or due to the services provided. In that case, the supplier is also obliged to fully indemnify Almaplast NV.

4. Acceptance
An order placed by Almaplast NV is only valid if Almaplast NV has sent an approved purchase order to the supplier by email. This purchase order bears the heading “purchase order” and the purchase order number and may be accompanied by a document containing additional ordering requirements regarding well-being and the environment. Acceptance by the supplier of an order from Almaplast NV is tacit; only a rejection of the order must be made in writing, sent by post or email, and with reference to the purchase order. Furthermore, such acceptance takes effect only at the moment of receipt by Almaplast NV.The receipt of the delivered goods by the personnel of Almaplast NV does not constitute acceptance of the delivery. Unless a longer period is provided for in the order form, the presence of visible defects or non-conformities regarding the requested order requirements may be communicated in writing by Almaplast NV to the supplier up to sixty days after delivery. When the goods are installed by the supplier in the premises of Almaplast NV, this period shall only commence from the date of the completion of this installation. With regard to defects in particular, Belgian law shall apply.

5. Delivery times
The Supplier shall deliver the services at the agreed time or within the (delivery) period(s) indicated in the agreement. As soon as the Supplier knows or expects that the service will not be delivered on time, he shall notify Almaplast NV thereof in writing without delay.If the supplier stipulates that the delivery times proposed by him are indicative, this is accepted by Almaplast NV, except when Almaplast NV itself has stated a period on the order form, which means that it attaches decisive importance to the delivery time for this order. If a delivery time is stated on the order form, it commences from the date of sending the order form.In such cases, NV Almaplast reserves the right to cancel the order if the period expressly stated on the order form is exceeded by more than 10 days.

6. Transfer of ownership and risk
The transfer of ownership and risk of goods takes place upon acceptance by NV Almaplast. Any clause altering this method of transfer of ownership is subject to the express written agreement of NV Almaplast.

7. Price
Unless otherwise agreed, prices and rates are fixed. Prices include full compensation for the performance, storage, packaging, import, transport, delivery, administration, relocation, shipping, connection, and all other potential additional costs. Prices are always in the agreed currency (euro). Costs of quotations, samples, trial shipments, and sample materials are for the account of the supplier, unless otherwise agreed in writing.

8. Payment, invoicing
Each purchase order must be the subject of a separate invoice, stating our order number. The supplier must invoice deliveries resulting from different purchase orders separately. Invoices and credit notes should preferably be sent in PDF format via boekhouding@almaplast.be and must be submitted in accordance with the requirement 1 invoice = 1 file. This email address is used exclusively for invoices and credit notes. Questions regarding orders, purchase orders, etc. should be directed to planning@almaplast.be Under no circumstances will NV Almaplast be obliged to pay an advance. Payment shall be made 30 days end of month following receipt of the invoice by NV Almaplast, in accordance with the Law of 14/08/2021 amending the Law of 2 August 2002 on combating late payments in commercial transactions.

9. Quality and Assurance
SERVICES: The Supplier guarantees that the services to be performed by or on its behalf will be executed in a professional manner and that the result thereof, at the time of delivery, meets the agreed requirements. The Supplier guarantees that, for the duration of the agreement, its personnel and third parties engaged by it meet and will continue to meet the agreed qualifications regarding education, expertise, and experience. If it appears that an employee of the Supplier or an engaged third party does not meet the requirements in the reasoned judgment of NV Almaplast, NV Almaplast will enter into consultation with the Supplier. At the request of NV Almaplast, the Supplier will replace the employee as soon as possible; costs associated with the induction period of the replacement will be borne by the Supplier up to a maximum of 15 working days.

EQUIPMENT & GOODS: The supplier guarantees that the delivered equipment and goods are of good quality and workmanship, are manufactured from sound material, are free from design, construction, material, and manufacturing defects, and can be used for the purpose that NV Almaplast has communicated to the supplier in writing, and comply with all applicable: European and Belgian legislation; Safety regulations and requirements, that all necessary markings and labels have been applied to the goods and all necessary documents (in Dutch) are made available digitally to the prevention service. Environmental and health regulations and requirements. He also guarantees that the entirety is complete and ready for use and that all auxiliary equipment required for proper operation is supplied, even if they are not named. The supplier guarantees that the delivered equipment and goods comply, at the time of delivery, with applicable statutory and/or other regulations regarding, among other things but not exclusively, the environment and working conditions. The supplier also declares that it possesses all necessary permits, government authorizations, and useful insurance for the production or delivery of the goods and services ordered by NV Almaplast. The supplier guarantees that, during the warranty period, it will maintain the knowledge and capacity necessary for the adequate performance of the services. Unless otherwise agreed in writing, or unless the supplier offers a longer warranty period in its brochures, documentation, or advertising, the delivered goods benefit from a full warranty of 12 months, calculated from the date of delivery or, where applicable, from the completion of the installation.

SOFTWARE: The Supplier guarantees that it will make every effort to prevent programs from containing viruses and that, prior to delivery to NV Almaplast, it will examine all software using the most current relevant tools available at the time of the examination. Upon first request, it will provide a written list of the tools used, including version numbers and version dates. Upon discovery of a potential virus, the Supplier will immediately notify NV Almaplast and will do everything possible to prevent or resolve problems. The Supplier guarantees that the software can be used for the purpose that NV Almaplast has communicated to the Supplier in writing, and that its technical and functional characteristics will comply with the agreed specifications.The supplier guarantees that the software is fully complete and ready for use and that all tools required for proper operation are included, even if they are not named.The Supplier guarantees that, for a period of 6 months following acceptance, it will rectify all errors and defects occurring during this warranty period without delay and at its own expense. NV Almaplast shall provide all possible cooperation in remedying errors and defects. If the Supplier can demonstrate that these errors and defects are attributable to NV Almaplast, it may charge the associated costs at the rates agreed upon in the relevant agreement. The Supplier guarantees that it is willing and able to maintain the delivered software for a period of at least 7 years following delivery, or, if agreed, acceptance. If the Supplier works with releases, the following shall in any case be maintained: the most recent versions and the previous version; any older versions shall be maintained for a period of at least 18 months following the introduction of a new version.

10. Liability
In all cases where NV Almaplast makes goods available to the supplier, the supplier is liable for all damage occurring thereto, including damage caused by fire and theft. The supplier must take out adequate civil and economic liability insurance as well as accident insurance for its employees, which must take effect before any agreement with NV Almaplast enters into force.

11. Force Majeure
Force majeure is understood to mean all circumstances occurring beyond the control of either party after the conclusion of the agreement, which cannot be attributed to them directly or indirectly, and which render the performance of the agreement absolutely impossible. The party invoking force majeure must immediately notify the other party in writing of its commencement as well as its cessation. Force majeure relieves both the supplier and NV Almaplast of all liability regarding the non-performance of the agreement during the term of the agreement. If the force majeure persists for longer than one month after the agreed delivery date, NV Almaplast has the right to cancel the order. This cancellation must be made in writing. The parties expressly agree that price increases for materials or mandatory wage increases do not constitute a case of force majeure.

12. Advertorial reference
The supplier shall not, without the express, prior and written consent of NV Almaplast, use or refer to the company name or corporate name as well as the logo of NV Almaplast for advertising purposes, nor shall it make public the fact that it is the supplier of NV Almaplast.

13. Confidentiality
All persons performing work must handle information they see or hear from patients, clients, residents, family, and/or visitors with the utmost discretion. They may not disclose anything they have learned regarding the patients, the treatment, or the identity of the patients, clients, or residents, not even after the completion of the work. Furthermore, it is prohibited to bring or use audiovisual recording equipment on the premises and in the buildings without permission. All data in the possession of NV Almaplast, regardless of whether it belongs to itself or to third parties, to which the supplier has access for the performance of its obligations, shall be deemed confidential. In addition to documents, programs, and data files in the possession of NV Almaplast, NV Almaplast's safety procedures are also included hereunder. The supplier undertakes never to disseminate the aforementioned data or to use it for its own benefit. It guarantees compliance with this duty of confidentiality by its employees. Additionally, we refer to the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

14. Transfer of the supplier's obligation
The supplier may only transfer its obligations arising from the order and the resulting agreement to third parties if NV Almaplast has expressly agreed to this in writing. Should a transfer of these obligations occur without the involvement of NV Almaplast and without its consent, NV Almaplast reserves the right to immediately cancel the order and the agreement without being liable for any compensation of any kind.

15. Compensation
If it is agreed that the supplier owes a penalty, the right of NV Almaplast to claim performance and/or compensation shall remain intact at all times in the event of a default on its part.

16. Applicable law and competent court
These general terms and conditions, as well as the conclusion, execution, and dissolution of the agreement to which they apply, are governed by Belgian law, and any dispute relating thereto shall be settled exclusively by the competent Court. Version 06/02/2024