Purchasing conditions

Download the Terms and Conditions of Purchase as a PDF

Version March 2023

1. DEFINITIONS

1.1 In these general terms and conditions, the following terms shall have the following meanings:

Order:
The order for delivery or the acceptance of the offer from the Supplier by Van der Valk.

Van der Valk:
The entity involved belongs to or is affiliated with the Van der Valk group.

Supplier:
The adversary of Van der Valk.

Delivery:
Fulfilling the agreement, in terms of delivering (actual possession) of the item, performing the service, completing the work.

Quotation:
The written offer to deliver the Product.

Parties:
Van der Valk and Supplier together.

Product:
Goods and/or services and/or works that are to be delivered in accordance with an Order.

Private Label Products:
Product under Private label, including the associated items, pieces, recipes, and other information carriers that are developed and/or produced exclusively for Central Warehouse.

Agreement:
Every legal relationship including agreement and obligation (also those arising from the law) between Van der Valk and a Supplier and/or involved third party, including all modifications and/or additions thereto.

In writing:
All written communication, including electronic/digital data traffic, such as email, SMS.

Terms and conditions:
These general terms and conditions of purchase.

2. APPLICABILITY

2.1 Van der Valk operates exclusively under the applicability of the Terms and Conditions. The Terms and Conditions apply to all requests, quotations, and agreements including their execution in which Van der Valk is involved.

2.2 Deviation from the Terms is only possible if expressly and in writing agreed upon between the Parties and applies only with respect to the relevant Agreement.

2.3 General terms and conditions of the Supplier, under any name, are not applicable.

3. QUOTES

3.1       Each request from Van der Valk shall only be considered as an invitation to Supplier to submit a proposal. Costs incurred for submitting a proposal shall be borne by Supplier, unless agreed otherwise in writing. The costs of quotations, samples, trial shipments, and sample materials are also the responsibility of Supplier, unless otherwise agreed upon in writing.

3.2 An Offer has the character of an irrevocable offer and is valid for at least 30 calendar days after receipt of the Offer by Van der Valk.

3.3 Supplier is at all times obliged to inform Van der Valk about (upcoming) price reductions, even before the Agreement is concluded.

4. ORDERS

4.1 A Contract is concluded with the written acceptance of a Quote by Van der Valk.

4.2 In case Van der Valk places a written Order with Supplier, Supplier ensures order confirmation including delivery date, product name, product number, quantities, and expiration date of the products to be delivered.

5. CHANGES

5.1 Changes, expansions, and/or additions to the Agreement can only be agreed upon in writing between the Parties.

5.2 Van der Valk is entitled to request changes in the scope or nature of the Order. Supplier shall inform Van der Valk in writing within three (3) working days whether the change is accepted and what the possible consequences are for the agreed price and/or delivery time. If Supplier does not respond within the aforementioned period, the change shall be deemed accepted, with a proportional decrease or increase in the unit price.

5.3 Supplier is obliged to cooperate with any reasonable proposal from Van der Valk for a change.

6. DELIVERY

6.1       Delivery takes place at the location indicated by Van der Valk, and at the agreed time and on the agreed day or within the agreed period in the agreed form, quantity, specifications, packaging, quality, and temperature.

6.2 The delivery time in accordance with the provisions of article 6.1 is a strict deadline. In case of late delivery, Supplier is in default without further notice of default.

6.3 If the Supplier knows or should know that they cannot, cannot deliver on time, or cannot deliver properly, they shall inform Van der Valk thereof in writing without delay, without prejudice to the provisions of article 6.4.

6.4 If Supplier fails to deliver in accordance with the provisions of Article 6.1, Supplier shall immediately forfeit a penalty of ten percent (10%) of the total price of the Order for each calendar day that Supplier is late in delivering, without prejudice to Van der Valk's right to compensation by the Supplier for actual direct and indirect damages and/or performance and/or termination, in which case both the penalty and the damages are due.

6.5 In addition to article 6.4, Van der Valk has the right to have the Delivery carried out by a third party, without prejudice to the right to compensation for damages and penalties incurred under article 6.4 at the time of invoking this right.

6.6 Supplier is responsible for careful packaging and transportation of the Products, in accordance with the applicable legal regulations and any additional regulations of Van der Valk, so that they reach the place of destination in good condition. If applicable, Supplier shall take measures to ensure food safety upon Delivery. Supplier is liable for damages arising from or in connection with inadequate packaging or transportation.

6.7 If Van der Valk determines that Products are damaged and/or unusable due to inadequate packaging and/or transport to the extent that they cannot be used or resold, the Products will be deemed not to have been accepted and article 8.3 shall apply.

6.8 Supplier must deliver the Product with a clearly visible packing slip, shipping advice and/or copy of the invoice stating: name and address of the Supplier, purchase order number, net weight, item/article number(s), description, quantity, invoice value, supplier's VAT number, method of transport, and delivery location.

6.9 Supplier shall collect (loaned) packaging at its own expense and risk within five (5) working days upon request by Van der Valk, failing which Supplier shall pay a penalty of EUR 500 per calendar day for each day that Supplier exceeds the aforementioned deadline, up to a maximum of EUR 5000. Pallets can be exchanged at any time during delivery and, like (loaned) packaging, shall never be charged to Van der Valk.

6.10     Partial deliveries are only permitted with prior written approval from Van der Valk.

6.11 Delivery costs are covered by the Supplier.

7. INSPECTION

7.1 Van der Valk is entitled at all times to carry out inspection, verification, and/or testing of the Product both before and after Delivery. Supplier shall, upon first request, grant access to the places where the Product is produced and shall provide free cooperation for the desired inspections, verifications, and tests, and shall proactively provide the necessary documentation and information at its own expense.

8. ACCEPTANCE

8.1 Within ten (10) working days after Delivery, Van der Valk will inspect the Product to determine whether the Product complies with what has been agreed between the Parties. Van der Valk Magazijn will inform the Supplier within five (5) working days after the end of this period whether the Product has been accepted or not, failing which the Product will be deemed to have been accepted. Signing "for receipt" solely relates to the apparent external condition and never constitutes acceptance of the Delivery.

8.2 Van der Valk acquires ownership of the Product at the time of Delivery.

8.3 The risk related to non-accepted Products remains with the Supplier. Without prejudice to the provisions of article 6, paragraph 4 and paragraph 5, and without prejudice to the right of Van der Valk to terminate/dissolve the Agreement, the Supplier shall immediately repair or replace non-accepted Products upon first request.

9. PRICES, INVOICING AND PAYMENT

9.1 Prices are exclusive of VAT and inclusive of all other taxes, duties, levies, and additional costs such as storage, packaging, import, export, transportation, administration, and shipping.

9.2 The agreed prices are fixed, unless the Agreement specifies the circumstances that may lead to price adjustments as well as the manner in which this takes place.

9.3 Invoices must be sent in PDF format by email to the specified email address, must comply with tax legislation (name, address, VAT number Supplier / invoice date & number / name, address, Van der Valk / quantity and type of goods delivered / delivery date) and must also include: net weight; with Van der Valk purchase order number and delivery location.

9.4 Van der Valk will settle undisputed invoices within 30 calendar days after acceptance of the Delivery and receipt of the relevant invoice including accompanying specifications of the Products, the aforementioned 30-day period commences upon receipt of all the aforementioned.

If a term-bound payment discount has been agreed upon, Van der Valk will pay an undisputed invoice within the agreed term. In case of disputed invoices, the right to term-bound payment discount remains valid even if the 30-day term is exceeded.

9.5 Payment does not constitute acceptance of the Delivery and does not prejudice the rights of Van der Valk regarding performance, etc.

9.6 Van der Valk is entitled to set off any damages, costs, expenses (including fines), and outstanding invoices from Van der Valk against invoices from the Supplier.

This also includes the costs arising from hours spent on disputed invoices.

9.7 If Van der Valk fails to meet its payment obligations, this will not lead to an increase in the price (under any title) higher than the ordinary legal interest rate pursuant to article 6:119 of the Dutch Civil Code. In this case, a different interest rate as referred to in article 6:119a of the Dutch Civil Code and a fixed compensation for damages will apply.

9.8 Supplier provides Van der Valk with the price lists annually, or after each price change accepted by Van der Valk.

10. THIRD

10.1 Supplier is not allowed to have the Agreement executed in whole or in part by a third party, except with the prior written consent of Van der Valk. This consent may be subject to conditions.

10.2 Supplier remains fully responsible, liable, and obligated with regard to the fulfillment of the Agreement by the third party, while the third party is also bound by the Terms and Supplier Van der Valk indemnifies Van der Valk against any claims by the third party against Van der Valk on any legal basis.

11. QUALITY AND WARRANTY

11.1 Supplier guarantees that the Product is as agreed and suitable for the purpose for which it is intended. Furthermore, Supplier ensures that the Product is at all times of the agreed quality, free from defects, and complies with the applicable European and Dutch laws and regulations, such as those concerning food and goods, safety, health, and the environment.

11.2 If the Product, in whole or in part, does not comply with the provisions of article 11.1, the Supplier is automatically in default. Van der Valk is then not obliged to accept the Product and the provisions of article 6, paragraphs 4 and 5, apply. If Van der Valk identifies a defect after accepting the Product, the Supplier must, at the first request of Van der Valk, retrieve the Product at the expense and risk of the Supplier. The Supplier is (without prejudice to the provisions of article 6, paragraphs 4 and 5) also liable for all direct and indirect damages (including refund costs and loss of profit) suffered by Van der Valk.

12. LIABILITY

12.1 The supplier is fully liable, responsible, and obligated to pay all direct and indirect taxes, levies, social security contributions, and all similar contributions and other payments, and indemnifies Van der Valk against claims from third parties for payment of the aforementioned surcharges/contributions or fines imposed by any competent authority in connection with the non-compliance with any obligation arising from the Chain Liability Act, the Foreign Nationals Employment Act, and/or other laws and regulations.

13. LIABILITY

13.1 Supplier is liable for the direct and indirect damages suffered by Van der Valk as a result of a breach of the Agreement.

13.2 Supplier indemnifies Van der Valk against claims from third parties that are directly or indirectly the result of a defect in a delivered Product and/or a failure to fulfill an Agreement and/or an infringement of a third party's intellectual property rights.

13.3     Except in cases of damage caused by intent or gross negligence on the part of Van der Valk, Van der Valk is not liable for any damage to Supplier or third parties engaged by Supplier. The aforementioned limitation applies to claims for damages based on attributable non-performance as well as damages based on legal obligations. In the event that the complete exclusion of liability as determined in the preceding sentence is not upheld for reasons other than intent/gross negligence, any liability for indirect damages remains excluded, and with respect to direct damages, it is limited to the amount paid out under Van der Valk's liability insurance and, if the damage is not covered by said insurance, to the invoice amount of the relevant transaction.

13.4 Supplier shall sufficiently insure and keep insured at its own expense and risk its liability risks under an Agreement - in the broadest sense - in accordance with what is appropriate and customary in the relevant industry. Supplier shall provide Van der Valk with the relevant insurance policy and proof of premium payment for inspection upon request.

14. EXCLUSIVITY DECLARATION

14.1 Supplier guarantees that so-called Private Label Products will be developed and/or produced exclusively for Van der Valk and will be supplied exclusively to Van der Valk.

14.2 Van der Valk is entitled to all intellectual property rights regarding the Private Label Products, including trademark rights, patent rights, design rights, and/or copyright regarding the Private Label Products. To the extent required, the Terms and Conditions shall serve as a deed to effect any transfer of the aforementioned rights. Nevertheless, Supplier shall transfer (exploitation) rights to the Private Label Products, including the recipes explicitly, to Van der Valk upon first request. Supplier shall also transfer all design products and other documents in his possession to Van der Valk without any compensation.

14.3 It is not allowed for the Supplier to infringe in any way on the (intellectual) property rights of the private label Products of Van der Valk, and the Supplier guarantees that third parties involved in the development, production, and delivery on behalf of the Supplier will also not do so.

14.4 If the Supplier of Private Label Products uses a recipe to which Van der Valk is entitled, the Supplier guarantees that the recipe will only be used for the preparation of the Products. Any rights to a variant that arises during the use will belong to Van der Valk, without any compensation being due. The Supplier further declares and guarantees that the recipe will not be disclosed to any third parties in any way.

14.5 If Supplier fails to comply with any obligation in article 14, he shall forfeit by operation of law an immediately due penalty of EUR 50,000, without prejudice to Van der Valk's right to compensation for actual damages and/or performance and/or dissolution. The penalty is therefore due in addition to the compensation.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Supplier guarantees that the Product does not infringe any intellectual property rights of third parties, including but not limited to copyrights, patent rights, trademark rights, design rights, etc., and that Supplier is authorized to deliver the Product to Van der Valk for the intended use.

15.2 Supplier indemnifies Van der Valk against claims from third parties based on infringements as referred to in the preceding paragraph.

16. TERMINATION OF AN AGREEMENT

16.1 Van der Valk is entitled to terminate an Agreement with immediate effect if:

1. Supplier has not remedied a failure to perform within five (5) days after a written notice of default.

2. Supplier is not obliged to fulfill obligations due to force majeure as per article 6:75 of the Civil Code, and if this period of force majeure lasts longer than two (2) weeks.

If Van der Valk exercises its right to dissolve, Supplier is obliged to compensate all damages suffered by Van der Valk due to the relevant breach and/or dissolution.

16.2 Without prejudice to any other rights or claims, the Parties are entitled to terminate the Agreement with immediate effect without further notice if:

1. the other Party is declared bankrupt;

2. the other Party is granted a suspension of payments;

3. The company of the other Party is being liquidated.

16.3 Termination under this article shall be done by registered letter to the other Party.

16.4 If an Agreement is to be considered as a long-term agreement, Van der Valk is entitled, without any obligation to pay damages, to terminate the Agreement with a notice period of three months.

17. MISCELLANEOUS

17.1 These General Terms and Conditions, the Agreement, and obligations arising therefrom are governed by Dutch law.

17.2 All disputes between the Parties shall be settled by the competent court in The Hague.

17.3 Parties expressly exclude the applicability of the Vienna Sales Convention.

17.4 Where in these General Terms and Conditions the singular is mentioned, the plural is also meant and vice versa. The same applies, for example, to masculine and feminine, the foregoing also applies where Definitions are concerned.

17.5 The Terms and Conditions are also stipulated for the benefit of employees of Van der Valk and third parties engaged by Van der Valk, such as freelancers.