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General Purchase Conditions of Stelf B.V.

Stelf BV
Chamber of Commerce Nr: 77569385
VAT (BTW) Nr: NL861049706 B01
De Nieuwe Erven 3 5431 NV, Cuijk, Netherlands
elfoffice@elfia.com

Article 1: Definitions

– Purchase Conditions: These general purchase conditions of Stelf.
– Supplier: Any natural or legal person supplying or intending to supply goods and/or services to Stelf.
– Agreement: The agreement between Stelf and Supplier concerning the sale of goods and/or services from Supplier to Stelf.
– Parties: Stelf and the Supplier collectively.
– performance: The service to be delivered by Supplier to Stelf.
– Stelf: The private limited company, with its statutory seat in Rotterdam and office at De Nieuwe Erven 3, 5431 NV Cuijk, registered with the Chamber of Commerce under number 77569385.

Article 2: Applicability of Purchase Conditions

2.1 The Purchase Conditions apply to all offers or quotations from the Supplier, as well as to all Agreements and their execution, including the termination and settlement of the Agreement.

2.2 Only the Purchase Conditions apply to the Agreement. Any general (sales) conditions of the Supplier do not apply and are expressly rejected by Stelf.

2.3 In case of discrepancies between the Purchase Conditions in Dutch and translations thereof, the Dutch version prevails.

2.4 Amendments to the Purchase Conditions will only be effective if they are accepted in writing and explicitly by Stelf.

2.5 In case of conflict between provisions of the Purchase Conditions and the Agreement, the provisions of the Purchase Conditions prevail.

2.6 If any provision(s) of the Purchase Conditions are null or voided, the remaining provisions remain fully applicable. The Parties will consult each other to agree on new provisions to replace the null or voided provision(s), reflecting the intent and spirit of the original provision(s).

Article 3: Offers and Quotations

3.1 The validity period of offers and quotations from the Supplier is at least thirty
(30) days from the date of the offer or quotation. The Supplier is not entitled to make adjustments to the offers or quotations to the detriment of Stelf within this period, including price increases.

3.2 Calculation, typographical, or printing errors in the offers and quotations bind the Supplier if it was not and reasonably could not have been apparent to Stelf that such errors existed.

3.3 Offers, quotations, and the Agreement must specify all costs in Euros that the Supplier intends to charge Stelf. Stelf is never obliged to pay costs to the Supplier that are not (clearly) described in the offers, quotations, or Agreement.

3.4 Dates or deadlines mentioned in the offers, quotations, and Agreement by the Supplier are final deadlines.

Article 4: Formation of the Agreement

4.1 An Agreement is only formed after the Supplier’s offer has been explicitly and in writing accepted by Stelf, or after Stelf has accepted the offer by executing the Agreement.

4.2 Until the Agreement is concluded, Stelf is at all times entitled to terminate the negotiations with the Supplier free of charge and to refrain from entering into an Agreement without being liable for any damages to the Supplier.

4.3 All costs or investments incurred by the Supplier in connection with the formation of an Agreement are entirely at the Supplier’s own expense and risk.

4.4 Amendments to the Agreement will only be effective if agreed upon in writing or electronically between the Parties.

4.5 The Supplier is not entitled to implement price increases, such as indexations, in the Agreement without prior written approval from Stelf. Stelf is not bound by unilaterally imposed price increases. Adjustment for exchange rate differences is excluded.

 

Article 5: Execution of the Agreement

5.1 The Supplier is obligated to achieve the intended result in the execution of the Agreement, unless the Parties have expressly and in writing deviated from this in advance.

5.2 The Supplier must strictly follow Stelf’s instructions regarding the execution of the Agreement. The Supplier is obligated to execute the Agreement in a manner that does not disrupt the activities of Stelf or third parties.

5.3 The Supplier must keep Stelf informed at all times about the progress of the execution of the Agreement and any other matters arising from the execution of the Agreement that are or could be relevant to Stelf.

5.4 If the Supplier provides or delivers digital files or software to Stelf, the Supplier guarantees that these files or software are free from viruses, Trojan horses, other malicious codes, or defects and that adequate measures have been taken to prevent this.

5.5 The Supplier is not permitted to subcontract the execution of the Agreement (in whole or in part) to third parties without prior written approval from Stelf. If the Supplier intends to engage a third party, the Supplier must provide the name and contact details of this third party to Stelf in writing. Even if Stelf grants permission for the Supplier to subcontract the execution of the Agreement (in whole or in part), the Supplier remains fully responsible and liable for the execution of the Agreement by those third parties.

5.6 The Supplier is obligated to retain sufficiently qualified and skilled personnel to ensure proper and timely execution of the Agreement.

5.7 In case of incapacity, illness, or evident unsuitability of a person involved in the execution of the Agreement, the Supplier must immediately report this to Stelf and ensure adequate replacement.

5.8 The Supplier may not replace persons involved in the execution of the Agreement without prior written consent from Stelf.

5.9 The Supplier guarantees full compliance with applicable laws and regulations, including competition law, during the execution of the Agreement. The Supplier indemnifies Stelf against all claims and demands from third parties if the Supplier fails to meet this obligation.

5.10 The Supplier is responsible and liable for fulfilling obligations arising from tax and social security legislation, including obligations related to the Employee Insurance Agency (UWV). The Supplier indemnifies Stelf against all claims in this regard. If legally required, the Supplier must work with a G-account. If Stelf is faced with additional assessments, the Supplier is obligated to pay them.

Article 6: Delivery of Rented or Purchased Goods

6.1 The Supplier guarantees that they are authorized to sell/lease and deliver the goods mentioned in the Agreement and that the goods are free from encumbrances, such as attachments, pledges, or rights of use.

6.2 The Supplier must properly package and secure the goods to ensure they reach their destination in good condition under normal transportation.

6.3 The Supplier is obligated to maintain adequate insurance against all reasonably present transportation risks at all times.

6.4 The Supplier must deliver the goods to the place(s) and in the manner(s) specified in the Agreement or as later indicated by Stelf. Delivery must occur DDP (Delivery Duty Paid) at the place(s) agreed upon or indicated by Stelf in accordance with Incoterms 2020 and in compliance with Stelf’s instructions.

6.5 Unless otherwise agreed in writing, delivery must take place on business days and during regular office hours (9:00 AM – 6:00 PM).

6.6 All documents related to the goods must be handed over to Stelf at the time of delivery or, where possible, in advance.

6.7 The Supplier must deliver the goods to Stelf no later than the date specified in the Agreement. The delivery deadlines mentioned in the Agreement are final deadlines.

6.8 The Supplier guarantees that the delivered goods conform to the Agreement and can be used for the purpose intended by Stelf.

6.9 The warranty period on goods is at least twelve (12) months after receipt of the goods by Stelf. Due to the nature of the circumstances (short duration of the festival), the Supplier will, at Stelf’s option, within two (2) working days of notice by Stelf, at their own expense and risk, repair all defects or replace (parts of) the delivered goods.

6.10 If the Supplier knows (or expects) that the goods will not be delivered (on time), they must immediately inform Stelf in writing. The Supplier is liable for all damages suffered by Stelf due to late delivery or failure to timely notify Stelf of the delay.

6.11 If the goods are not delivered (on time) by the Supplier, Stelf—due to the nature of the circumstances (short duration of the festival)—is entitled to dissolve the Agreement in whole or in part if the Supplier fails to deliver (fully) after a notice of default and within a maximum period of two (2) days. This dissolution applies not only to goods that have not yet been delivered but also to goods that were already delivered under the same Agreement if these goods can no longer be effectively used due to the failure to deliver the remaining goods. The Supplier is liable for all damages suffered by Stelf as a result of this dissolution.

6.12 Until the goods are delivered to Stelf, the risk for these goods remains with the Supplier.

6.13 Stelf is not obligated to inspect or have the delivered goods inspected upon receipt, regardless of what the Supplier has specified in an order confirmation or similar document. The Supplier is responsible for counting/inspecting the delivered and to-be-collected goods and reporting any shortages at the time of the goods’ transfer.

6.14 Costs for deliveries from the Supplier that are not explicitly covered by the Agreement (‘additional work’) can only be charged to Stelf if Stelf has expressly agreed to them in writing in advance.

6.15 To the extent that the Supplier, after prior written agreement from Stelf, delivers fewer goods than agreed upon in the Agreement (‘less work’), the costs of what has not been delivered will be fully deducted from the amount owed by Stelf to the Supplier.

6.16 The provisions of Articles 6.8 and 6.9 remain fully effective after the termination of the Agreement, regardless of how it ended.

 

Article 7: Provision of Services

7.1 The Supplier guarantees that in providing the services, they will exercise the care of a professional and competent supplier.

7.2 The Supplier will perform the agreed services at the location(s) and in the manner(s) specified in the Agreement, or as subsequently indicated by Stelf.

7.3 The Supplier must deliver the services to Stelf by the date specified in the Agreement. The deadlines mentioned in the Agreement are binding.

7.4 If the Supplier knows (or expects) that certain services will not be delivered on time, they must immediately inform Stelf in writing. The Supplier is fully liable for any damages incurred by Stelf due to the Supplier’s failure to deliver the services on time, as well as for any damages resulting from the Supplier’s failure to promptly notify Stelf of the delay.

7.5 If the agreed services are not delivered on time by the Supplier, Stelf is entitled to terminate the Agreement in whole or in part if the Supplier fails to fully deliver even after a notice of default and within a maximum period of fourteen (14) days. This termination applies not only to the services that have not yet been delivered but also to the services that were already delivered under the same Agreement, if these services can no longer be effectively used due to the failure to deliver the remaining services. The Supplier is liable for any damages Stelf suffers as a result of this termination.

7.6 The costs for any additional work by the Supplier that is not expressly covered by the Agreement (“additional work”) can only be charged to Stelf if Stelf has expressly agreed to them in writing in advance.

7.7 To the extent that the Supplier, after prior written agreement from Stelf, delivers fewer services than agreed upon in the Agreement (“less work”), the costs of the undelivered services will be fully deducted from the amount owed by Stelf to the Supplier.

Article 8: Property of Stelf

8.1 All materials provided by Stelf to the Supplier in connection with the execution of the Agreement, such as documentation, models, plates, films, drawings, photos, stamps, image, sound, and information carriers, software, or other tools, or those made or purchased by the Supplier for and at the direction and expense of Stelf, will remain or become the (intellectual) property of Stelf.

8.2 The Supplier will take care of the materials as a good custodian and adequately insure (and keep insured) them as long as they are in their custody.

8.3 The Supplier will make the materials available to Stelf upon first request and in good condition.

8.4 The Supplier is required to return the materials to Stelf immediately after the delivery of the services or goods and/or upon termination of the Agreement, or—in the case of digital materials—to delete them.

Article 9: Invoices and Payments

9.1 All invoices from the Supplier must—due to our accounting office being outside the Netherlands—be written in English and must include at least the following details:

i) An overview of the services performed or a specification of the delivered goods;

ii) The date on which the services were performed or the goods were delivered, including a specification of the number of hours worked and the rates applied;

iii) The total invoice amount including and excluding VAT;

iv) All other statutory requirements that an invoice must meet.

9.2 Invoices must be addressed to the following invoice address and sent electronically (and can also be emailed to the contact person at Stelf):
Stelf B.V.
Attn: Accounts Payable De Nieuwe Erven 3 5431 NV Cuijk elfoffice@elfia.com

9.3 If an invoice does not meet the requirements mentioned in this article, Stelf is not obligated to pay it.

9.4 The Supplier is required to observe a payment term of at least thirty (30) days. Stelf is never required to pay an invoice from the Supplier within a period of thirty (30) days.

9.5 If Stelf does not pay an invoice from the Supplier within the specified period, Stelf is not automatically in default, but the Supplier must first send a written notice of default to Stelf and grant an additional period of at least fourteen (14) days for Stelf to make the payment. Only after this last period has expired, will Stelf be in default.

9.6 The Supplier must invoice Stelf as soon as possible for delivered goods or services. If the Supplier does not invoice within a period of twenty-six (26) weeks after delivering the goods or services, the right to payment for those goods or services lapses.

9.7 The Supplier is never entitled to suspend their performance towards Stelf and is also not entitled to offset (alleged) monetary claims against Stelf with monetary claims of Stelf against the Supplier.

9.8 Stelf is entitled at all times to suspend its performance towards the Supplier and is also entitled to offset monetary claims against the Supplier with (alleged) monetary claims of the Supplier against Stelf.

9.9 The provisions of this article remain fully effective after the termination of the Agreement, regardless of how it ended.

Article 10: Confidentiality

10.1 The Supplier commits to full confidentiality regarding all information that comes to their knowledge in the preparation, conclusion, and execution of the Agreement, such as the activities, clients, and organization of Stelf and affiliated companies. Without prior written consent from Stelf, the Supplier will maintain confidentiality about the Agreement and not share its contents with third parties, including through social media channels.

10.2 The Supplier commits to imposing this confidentiality obligation on all persons (legal or natural) involved on their side in the execution of the Agreement.

10.3 If any provision of this clause is violated, the Supplier will owe Stelf a contractual penalty of €10,000 per violation, without further notice of default, without prejudice to Stelf’s right to claim compensation for damages.

10.4 The Supplier shall not mention the assignment from Stelf or use Stelf’s name as a reference in publications or advertising, including internet postings and press releases, without prior written consent from Stelf.

10.5 The provisions of this article remain fully effective after the termination of the Agreement, regardless of how it ended.

Article 11: Termination of the Agreement

11.1 Without prejudice to its other rights under the law or Agreement, Stelf is entitled to terminate the Agreement if the Supplier in any way fails to meet their obligations under the Agreement, and the Supplier, after being given written notice of default by Stelf, fails to meet their obligations within a period of fourteen
(14) days. A written notice of default may be omitted if compliance is temporarily or permanently impossible or if the Supplier indicates that they will not comply.

11.2 Without prejudice to its other rights under the law or Agreement, Stelf is entitled to dissolve the Agreement immediately if the Supplier is declared bankrupt, applies for provisional suspension of payments, or a request by the Supplier for application of the debt restructuring scheme is granted by the court, or if the Supplier loses control of their assets (or parts thereof) due to attachment, guardianship, or otherwise.

11.3 Stelf is entitled to terminate the Agreement at any time by written notice, with a notice period of up to one (1) month. In such a case, the Supplier will be entitled to payment of the agreed fee for the goods or services up to the extent that they have been executed or delivered in accordance with the Agreement. In the event of Force Majeure and/or government measures requiring the immediate cessation of the festival, Stelf is entitled to terminate the agreement with immediate effect, and the Supplier is only entitled to payment for goods and services delivered up to that point.

11.4 In the event of termination of the Agreement—regardless of the reason—the Supplier is not entitled to any (damage) compensation from Stelf.

Article 12: Liability and Insurance

12.1 The Supplier shall fully indemnify Stelf against all claims, demands, and actions from third parties—regardless of their nature—that arise from the Supplier’s execution of the Agreement.

12.2 If the Supplier is liable for damages to Stelf, they are obligated to compensate Stelf for all damages incurred, including interest and costs, which may include but are not limited to delay damages, consequential damages, loss of profits, missed savings, loss of income, reputational damage, damage due to (business) stagnation, legal costs, litigation costs, and collection and defense costs.

12.3 The Supplier’s liability to Stelf under the Agreement is limited per incident to an amount equal to one (1) time the total contract value, with a maximum of
€2,500,000 per incident. Related incidents are considered as one (1) incident.

12.4 The liability limitation mentioned in Article 12.3 will not apply:

– If third parties claim compensation from Stelf or the Supplier;

– If the damage is due to intentional or gross negligence by the Supplier or their personnel;

– If the damage is due to the Supplier’s breach of intellectual property rights as referred to in Article 14 of these Purchase Conditions.

12.5 The Supplier is required to maintain adequate insurance coverage (and to remain insured) against all risks associated with the execution of the Agreement, including liability insurance. The Supplier must provide the insurance policy to Stelf upon first request.

12.6 Any liability of Stelf towards the Supplier, regardless of the basis of the liability, is limited to the amount paid out by Stelf’s (liability) insurance under the insurance policy, or is otherwise limited to an amount equal to one (1) time the contract value of the Agreement, with a maximum of €10,000. Stelf can only be held liable for direct damages and never for indirect damages. Indirect damages include but are not limited to consequential damages, lost profits, missed savings, loss of income, missed vacations, and damage due to (business) stagnation. Stelf is never liable for damages that are predominantly caused by an attributable failure or unlawful act of the Supplier or a third party engaged by the Supplier. This liability limitation will not apply if the damage on the Supplier’s side is due to intentional or gross negligence by Stelf or its personnel.

12.7 The provisions of this article remain fully effective after the termination of the Agreement, regardless of how it ended.

Article 13: Force Majeure

13.1 The Supplier can only invoke force majeure against Stelf if the Supplier immediately notifies Stelf in writing, providing evidence of the force majeure situation.

13.2 The term “force majeure” as referred to in Article 13.1 does not include: insufficient availability of sufficient and qualified personnel, strikes, shortage of raw materials, transport problems, delayed delivery, or unsuitability of goods required for the execution of the Agreement, failure of third parties engaged by the Supplier, or liquidity or solvency problems of the Supplier or third parties engaged by the Supplier. The Supplier can never invoke force majeure concerning guarantees.

13.3 If the Supplier is affected by force majeure and fails to properly fulfill their obligations under the Agreement towards Stelf within thirty (30) days after the force majeure situation arises, Stelf has the right to terminate the Agreement immediately and in writing, without being obliged to pay any compensation to the Supplier.

Article 14: Intellectual Property Rights

14.1 All materials provided by Stelf to the Supplier, such as documentation, (computer) drawings, sketches, videos, software, and other tools, are intended solely for use by the Supplier in the execution of the Agreement and may not be reproduced, published, or made available to third parties without prior written consent from Stelf, unless the nature and content of the provided materials imply otherwise, at Stelf’s discretion.

14.2 Intellectual property rights that belonged to Stelf or the Supplier (or were licensed to them) before the date of the Agreement remain the property of the original owner.

14.3 The Supplier guarantees that the goods or services they deliver are free from any encumbrances or restrictions that could hinder Stelf’s free use of them, such as patent rights, trademark rights, design rights, or copyrights.

14.4 The Supplier shall fully indemnify Stelf against all claims, demands, and actions from third parties arising from the Supplier’s execution of the Agreement, due to alleged infringements of intellectual property rights claimed by these third parties.

14.5 If new intellectual property rights arise during the execution of the Agreement, these rights will, unless otherwise agreed in writing, belong exclusively to Stelf. The Supplier hereby irrevocably transfers these intellectual property rights, unconditionally and free of charge (“gratis”), to Stelf, and Stelf hereby accepts these rights.

14.6 To the extent necessary for the transfer of the aforementioned intellectual property rights, the Supplier hereby irrevocably authorizes Stelf to draft such a deed and sign it on behalf of the Supplier. The Supplier is obligated to cooperate in the transfer of these rights free of charge and without imposing any conditions upon Stelf’s first request.

14.7 The Supplier irrevocably waives, free of charge, any moral rights they may have concerning the aforementioned intellectual property rights to the extent legally possible. If it is not legally possible to waive these rights, the Supplier will only assert moral rights after prior consultation with Stelf.

14.8 To the extent that the Parties have expressly and in writing agreed that Stelf will obtain a license to use the aforementioned intellectual property rights, this license will be perpetual, exclusive, royalty-free, and transferable, with Stelf also having the right to grant sublicenses to third parties.

14.9 Unless otherwise agreed in writing, the Supplier retains no right of use concerning any result of the Agreement.

14.10 The provisions of this article remain fully effective after the termination of the Agreement, regardless of how it ended.

Article 15: Miscellaneous Provisions

15.1 The Supplier may not transfer or encumber its rights and obligations under the Agreement without prior written consent from Stelf.

15.2 Stelf is entitled to transfer or encumber its rights and obligations under the Agreement. The Supplier hereby provides advance and irrevocable consent to such a transfer.

15.3 The Supplier shall treat all personal data obtained in connection with the execution of the Agreement as confidential information.

15.4 If the Supplier processes personal data, they are responsible for complying with applicable privacy laws and regulations, such as the GDPR.

15.5 The Supplier shall not transfer personal data to countries outside the European Economic Area without prior written consent from Stelf.

15.6 The Supplier shall take all necessary technical and organizational measures to protect the obtained personal data against unauthorized or unlawful processing. The Supplier shall also take all necessary measures to secure the obtained personal data against loss, destruction, or damage.

15.7 The Supplier shall neither directly nor indirectly pay or offer to pay, promise to pay, or approve any payment, cash, or anything of value to a person or company with the aim of illegally obtaining or coercing a decision, securing a business transaction, or gaining any other advantage in connection with the execution of the Agreement.

15.8 The Supplier guarantees that in executing the Agreement, they will not engage in prohibited child labor, forced labor, discrimination, corporal punishment, or any form of mental, physical, sexual, or verbal abuse.

15.9 The Supplier is not authorized to represent Stelf to third parties without prior written consent. Legal acts by the Supplier do not bind Stelf.

15.10 The provisions of Articles 15.3 through 15.6 remain fully effective after the termination of the Agreement, regardless of how it ended.

 

Article 16: Dispute Resolution and Applicable Law

16.1 Before resorting to the courts, the Parties will make every effort to resolve disputes through mutual consultation, for example through mediation.

16.2 If it is not possible to resolve a dispute through mutual consultation or mediation, the dispute may be submitted to the competent court in the Rotterdam district.

16.3 These Purchase Conditions and the Agreement, as well as all legal relationships arising from them, are exclusively governed by Dutch law unless mandatory legal provisions dictate otherwise. The applicability of the Vienna Sales Convention is expressly excluded.

16.4 The provisions of this article remain fully effective after the termination of the Agreement, regardless of how it ended.

 


Stelf BV
Chamber of Commerce Nr: 77569385
VAT (BTW) Nr: NL861049706 B01
De Nieuwe Erven 3 5431 NV, Cuijk, Netherlands
elfoffice@elfia.com