General conditions of purchase

1. DEFINITIONS

In these General Conditions of Purchase, the following definitions are applicable:

SL Group: the Limited Company Sports & Leisure Group headquartered at 9100 Sint-Niklaas (Belgium), Industriepark-West 43, BTW BE 0456.847.333.

Supplier: the other party of SL Group, which supplies goods, renders services or has an agreement with SL Group regarding such activities, as well as those to whom SL Group would provide any directive of a different character.

Agreement: All agreements and orders, including these General Conditions of Purchase between SL Group and the Supplier with regard to the purchase of goods and/or purchase of services by SL Group from the Supplier, or any other directive the SL Group provides to the Supplier, as well as all other relating (legal) acts.

2. APPLICABILITY

2.1. These General Conditions of Purchase (hereafter “Conditions of Purchase”) are applicable to all requests, quotes, offers, transactions, directives and agreements relating to the supply of goods or services by the Supplier to SL Group.

2.2. Applicability of the general conditions used by the supplier is herewith explicitly excluded, unless otherwise agreed in writing and with formal consent of SL Group.

2.3. Should the Supplier’s general conditions be declared applicable, the current Conditions of Purchase will have a complementary applicability at least.

2.4. By acceptance of the orders, quotations, offers, transactions, assignments and agreements by the suppliers and/or execution of the order, quotation, offer, transaction, assignment or agreement supplier automatically agrees with these General Conditions of Purchase.

3. CONCLUSION OF THE AGREEMENT
3.1. Quotations/offers from the Supplier are binding for the Supplier during the term stated in the quotation, which will not be shorter than 4 weeks after the date of the quotation, and unless SL Group has made specific price agreements for a definite period, the latter will prevail.

3.2. The quotation will at least include the price and technical specifications the Supplier thinks he/she will be able to meet, including delivery period, warrantee periods and all information that is needed to make any decisions with regard to a directive or an agreement.
3.3. An agreement between the Supplier and SL Group will only be concluded if SL Group has accepted an explicit written quotation/offer from the Supplier.

3.4. Verbal commitments and verbal agreements with employees of SL Group are not binding to SL Group.

4. AMENDMENTS

4.1. If the Supplier can meet this requirement within reason, SL Group is authorized at all times to change the size and/or nature of the goods to be delivered in consultation with the Supplier.

5. PRICE, INVOICES AND PAYMENTS

5.1. Prices exclude VAT and include all costs with regard to the fulfilment of the Supplier’s obligations with regard to SL Group.
These prices are based on deliveries DDP (Delivery Duty Paid) for European Suppliers and CIF for Suppliers overseas, in accordance with the current incoterms.

5.2. The quotation price is in Euro, deviations are only possible in consultation with SL Group. Adjustments to index, raw materials or currency conversion will not be accepted unless otherwise agreed in writing.

5.3. The Supplier does not reserve the right to invoice before delivery.

5.4. The terms of payment will be explicitly agreed with the Supplier. Late payments do not warrant payment of fines or unproven charges.

5.5. SL GROUP reserves the right to pay at 10 days -2%.

5.5. The payments made by SL Group do not imply approval of the delivered goods, or acceptance of the delivered goods having any defects. Payment by SL Group does not in any way comprise a waiver of rights. SL Group reserves the right to suspend payment if it finds any shortcomings in the proceedings.

5.6. Previous deliveries do not indicate an entitlement to faster payments. In case of any disputes over the number of deliveries, or in case of any defects, SL Group reserves the right to suspend payments.

5.7. SL Group reserves the right to reduce the invoice balance with amounts the Supplier owes to SL Group.

6. OUTSOURCING & TRANSFER

Without the explicit written approval of SL Group, outsourcing and/or transfer of the supplier’s agreements with regard to SL Group is not permitted.

7. DELIVERY

7.1. Delivery must take place in the manner, place and time as specified in the Agreement between the supplier and SL Group. If there is no agreement on the manner, place and time of delivery, deliveries need to take place at the SL Group headquarters during weekdays between 8 am and 4 pm, and never on the last working day of the month.

7.2. The Supplier will provide in writing to SL Group all information, documentation and instructions etc. that SL Group, within reason, requires to make optimum use of the specific delivery.

7.3. The Supplier is obliged to deliver an order in one consignment, unless otherwise agreed in writing with SL Group.

7.4. At any time, SL Group reserves the right to defer the delivery. In this case, the Supplier will properly pack the goods and store them separately and in a recognisable, safe and secure manner. In case of cancellation of the order by SL Group, the Supplier is not entitled to any damages or fines.

7.5. The agreed time of delivery is final. In case of untimely or incomplete delivery, the Supplier will be considered in default without further notice. The Supplier acknowledges liability with regard to the non-fulfilment of what was agreed and he/she indemnifies SL Group for the consequences, such as possible fines, claims, etc., that are an adjunct to untimely delivery.

7.6. Under the responsibility of the Supplier, each delivery must comply with the current laws and regulations, including health and safety, with regard to wellness at work, and regarding mandatory product listings. On request, the composition of these supplies must be disclosed to SL Group. If useful or necessary, the delivered goods must include clear instructions for use in the Dutch language.

7.7. Invoices must include a delivery note and specific to the raw materials, a weighing slip from a calibrated weighing bridge needs to be included.

8. THE SUPPLIER’S OBLIGATIONS

8.1. The goods, works, or services delivered or executed by the Supplier, will, with regard to quantity, description and quality:

• Be in accordance with that which is stated in the Agreement;
• Be of sound quality and will meet the required technical specifications;
• Be capable of delivering the provisions as respectively described in the Agreement and/or be suitable for the purpose of the goods / works;
• Be comparable in all regards to the sample(s), model(s) that were made available or that were supplied to SL Group.

8.2. In case the Supplier does not fulfil his/her obligations, including bankruptcy of the Supplier, shut-down, liquidation or a partial or full transfer, the Supplier is legally in default, in which case SL Group reserves the right to one-sidedly terminate the Agreement entirely or partially, without notice and without judicial intervention.

9. ACCEPTANCE

9.1. The acceptance of deliveries can only take place in the SL Group building. Acceptance only covers visible defects.

9.2. Without being liable for any compensation or penalty, SL Group reserves the right to refuse the goods that differ from the ordered goods with regard to dimension, quality, structure, or any other properties.

9.3. An oversupply of goods will be refused, even if it has been stored in the SL Group buildings or at any other address.

9.4. The Supplier is obliged to accept the refused goods back at his/her expense.

10. GUARANTEE

10.1. The Supplier guarantees that the deliveries meet the agreement. SL Group and the Supplier will agree to a period of warranty. The Supplier warrants that the goods are complete and ready for use (including manuals, accessories and spare parts, …).

10.2. If, within this period, the deliveries do not appear to comply with the stipulations in article 7, or show other defects, the Supplier will replace the goods, repair them, or supply missing components at his/her expense and at the discretion and the request of SL Group. The warranty covers all expenses required to return the goods to service plus any possible additional damages SL Group would suffer as a result of the non-conformity of the deliveries (without limitations). This also applies if the characteristics of the deliveries would cause damage to any property of the SL Group of which the deliveries have become a component or with which they have been combined. In this case, the Supplier is also liable for all damage, direct or indirect, which results from the non-conformity of the delivered goods.
The SL Group reserves the right to repair or replace part of the work and/or goods itself (or have the repairs done by a third party) at the expense of the Supplier, if he/she does not immediately - or within 14 days at the latest - after summons takes action to eliminate the defects, so the work/goods comply/complies with what was agreed.

11. INTELLECTUAL PROPERTY

The Supplier guarantees that the delivered goods or any components thereof do not comprise any infringement on the intellectual property rights of others. The Supplier will indemnify SL Group against all claims of third parties, which could result from the violation of the intellectual property rights.

12. RISK- AND TRANSFER OF OWNERSHIP

12.1. The ownership of the goods is transferred to SL Group at the moment of delivery. Reservation of title made by the Supplier is not applicable.

12.2. As soon as the Supplier’s goods become part of the SL Group, respectively the Supplier’s goods become a component of the SL Group’s goods, respectively new goods are formed from one or more goods, and SL Group will become the owner of the resulting new, respectively combined goods of the aforementioned component.

12.3. In case SL Group disapproves of goods delivered by the Supplier for a reason that justifies the termination of the agreement or the right to replacement, the goods remain at the Supplier’s risk.

13. APPLICABLE LAW

13.1. All legal relationships between SL Group and the Supplier to which these Conditions of Purchase apply, including the legal relationships that ensue, are governed by Belgian law, excluding International Private Law and excluding any applicable treaties such as – but not limited to – the Convention of the United Nations on the International Sale of Goods.

13.2. In case of disputes, the Belgian courts, in particular the courts of Ghent have competent jurisdiction.