Terms of Purchase
1. Amendment of the contract
Once the contract has been concluded, any change must be agreed in writing between the parties. If this modification is likely to result in an extension of the deadline or an increase in price, the supplier shall expressly indicate this, or else he shall not be able to invoke it subsequently.
The deadlines stipulated in the order are mandatory; they are guaranteed by the supplier.In case of delay, Halo Steelrings is entitled, either upon simple notification to cancel the order, or without formal notice, to apply a penalty of 0.5% of the total amount of the order for each week of delay. The goods ordered may not be delivered without prior agreement of the purchasing department, more than 15 days before the date of the order. Failing this, these goods travel at the supplier’s risk and may, at the choice of Halo Steelrings, either be stored or returned, all at the supplier’s expense and risk.
The goods are delivered to the place indicated in the order: they will be accompanied by a form in duplicate mentioning the shipping address, the full reference of the order as well as the identification of the items being supplied. The reference of the order will be written on the parcel which will contain a copy of the dispatch note. Failing this, the goods may be returned to the supplier at the supplier’s expense and risk. For goods of foreign origin, the seller shall also follow the special precautions which will be communicated to him.
4. Accident prevention
The installations, machinery and mechanised tools as well as the protective equipment must comply with the laws and regulations on safety and hygiene and the conditions, in this matter, essential to protect workers from the risks inherent in working with this supply. They shall be suitable for human work. Material Safety Data Sheets (MSDS) will also be provided. On delivery, a document will be attached to the packing slip reporting the execution of these documents (A.R. 12/8/1993 of the Code du Bien-être au travail), as well as the instructions necessary for the proper operation, use, inspection and maintenance of the equipment ordered. These obligations are essential elements of the order. The supplier shall be liable for any damage resulting from the non-performance of these obligations.
A. Aggregation in our factories and sites
Unless otherwise agreed, the approval is carried out in our factories or on our building sites. Payment of the invoice does not constitute approval. Halo Steelrings has a minimum of one month to proceed with the approval. Unapproved or overdelivered goods will be returned to the supplier at the supplier’s expense and risk. Goods to be replaced shall be replaced in the shortest possible time. The supplier’s obligations with regard to the time limit shall remain unaffected.
B. Approval outside our works and construction sites
When the approval is to take place elsewhere than in our factories and yards, our receiving agents – unless otherwise stipulated in the order form – have a minimum of eight working days, Saturdays excepted, to proceed with the approval. Their travel expenses shall be charged to the supplier in the following cases: goods not ready for approval on the date set by the supplier to the purchasing department, goods presented but rejected in whole or in part requiring a new approval. If the goods reach us without the above-mentioned approval, they will be rejected and returned to the supplier at the supplier’s expense and risk. In both cases, the supplier’s obligations with regard to the deadline remain unaffected.
C. Raw parts
Halo Steelrings reserves the right to scrap parts if defects in the processing of the parts render them unusable; scrap parts shall be returned to the supplier at the supplier’s risk and expense. Approval can only be granted after the parts have been finished. Parts with defects estimated by Halo Steelrings to be repairable may, in case of emergency, be repaired by Halo Steelrings at the supplier’s expense, the supplier being notified in advance.
If, during the finishing of raw parts supplied by us, machining errors render the parts unusable, they will be scrapped and all costs for the replacement of these parts will be borne by the person who carried out the machining. Finishing must be carried out within the shortest possible period of time.
Unless specifically instructed otherwise, invoices are issued in duplicate and must be sent to Halo Steelrings. Invoices must bear the order reference and correspond to the subject of the order. Invoices involving several purchase orders will not be accepted. They shall be taken into account only if they include the following:
- The complete order reference;
- The complete description of each item;
- The markings opposite each item;
- The exact quantity delivered of each item.
Unless special instructions are given, invoices may under no circumstances precede the arrival of the goods in our factories or the completion of the work. Invoicing shall be prepared in the currency specified in the order.
Net at 60 days end of month from receipt of invoices.
All our payments are made at our choice, typically by bank transfer. Payment shall be made in the currency specified in the order. Halo Steelrings does not accept any provisions on its cash registers. If the supply is not delivered on time, Halo Steelrings may limit itself to paying the equivalent value of the amount in the currency specified in the order, equivalent to the average price on the Brussels stock exchange on the due date.
8. Performance of the contract
- A. if the supplier fails to perform any of its obligations, Halo Steelrings may, after notice of default and without judicial intervention, terminate the contract and obtain damages. It may also, after formal notice, make up for the supplier’s non-performance at the supplier’s expense and risk.
- B. Halo Steelrings may terminate the contract when the economic situation of the supplier proves, after the conclusion of the contract, to be so difficult that there are reasonable grounds for fearing that the supplier will not perform an essential part of its obligations.
In the event of non-performance by the supplier of one of the obligations, Halo Steelrings is entitled to treat all its debts and any claims against the same supplier as one and the same contractual obligation. Consequently, Halo Steelrings may not only temporarily withhold payment of invoices sent to it by this supplier, but may even set off its own claims against this supplier.
10. Special tools – Models – Dies
When the construction of the objects provided for in the contract requires tools specially designed for this purpose, models or dies, these, unless expressly agreed otherwise, are considered to be the exclusive property of Halo Steelrings as of the conclusion of the contract. In the event of termination or cancellation of the contract for any reason whatsoever, the supplier shall be required to make these model tools and dies available to Halo Steelrings.
Prior to any admission or declaration of cessation of payment (bankruptcy, petition for composition), the seller must individualise these goods and Halo Steelrings may consequently take back or have taken back from the seller’s factories and warehouses the tools or dies, which shall be handed over to him immediately and without any prior formality. Halo Steelrings may repossess these goods at at any time and without justification.
11. Intellectual Property
Except when the plans and models are provided by Halo Steelrings, the supplier guarantees that the items it supplies do not infringe any patent or trademark or any law on the protection of intellectual property.
Except with the written permission of Halo Steelrings, the supplier undertakes not to manufacture for others the items manufactured according to the drawings and models provided by Halo Steelrings. He undertakes not to sell them to anyone other than Halo Steelrings and not to include them in price lists or advertisements.
Failure to do so will entitle Halo Steelrings to terminate the contract and claim compensation.
12. Work to be carried out in our factories and/or on our building sites
The contractor carrying out this work in Belgium is required to comply with the Safety – Environment – Liability – Insurance clauses of Halo Steelrings and to impose them on its possible subcontractors. The contractor undertakes to employ informed, trained and competent personnel.
a) The contractor undertakes to respect his obligations regarding the well-being of workers during the performance of their work specific to the establishment in which it comes to carry out work and to ensure that these obligations are respected by its subcontractors;
b) If the contractor does not comply or fails to comply properly with his obligations referred to in (a), the employer in whose establishment the work is carried out may itself take the necessary measures, at the contractor’s expense, in the cases stipulated in the contract;
c) Where the Contractor uses a subcontractor(s) to carry out work in an employer’s establishment, the Contractor undertakes to include in the contract(s) with the subcontractor(s) the clauses referred to in points (a) and (b), which implies in particular that, if the subcontractor does not comply or fails to comply properly with the obligations referred to in point (a), the Contractor may itself take the necessary measures, at the subcontractor’s expense, in the cases stipulated in the contract.
Unless otherwise specified in the order, the supplier guarantees its supply for a period of 12 months from the date of approval against any defect in design, material, manufacture and/or assembly; it undertakes to correct the defects by repairing or replacing the defective goods as soon as possible, all costs, including dismantling, reassembly and transport, being borne by the supplier.
This contract is governed by Belgian law. All disputes will be the exclusive jurisdiction of the courts of Liège.