General Purchasing Conditions JVH gaming BV Article 1: Definitions
Unless evinced otherwise by the context, the terms and expressions written in these General Purchasing Conditions with a capital letter are defined as follows:
General Purchasing Conditions: these general conditions for the purchase of movable goods and services by JVH;
Third parties: party/parties not involved in the Agreement. Services: the activities and/or work to be conducted by Supplier pursuant to the Agreement, such to the inclusion of (partial) designs and the possible documentation on which such are based;
Purchase: purchase and delivery of movable goods, services and/or works;
JVH: JVH gaming BV and/or the daughter companies affiliated with it;
Supplier: the (potential) counterparty of JVH;
Delivery: factual delivery of Products and/or Services, also including the assembly and/or installation of the Products, to the extent applicable and flowing from the Agreement;
Agreement: the arrangements established in writing between
JVH and Supplier regarding the delivery of Products or Services;
Products: the movable goods to be delivered by Supplier pursuant to the Agreement to JVH, including assembly and/or installation thereof, such to the inclusion of (partial) designs and the possible supporting documents on which such are based;
Parties: JVH and Supplier. Article 2: Applicability
1. These General Purchasing Conditions are applicable to all requests, offers, and Agreements regarding the delivery of Products and/or Services to JVH by Supplier.
2. Derogations from these General Purchasing Conditions are only legally valid if established between Parties in writing.
3. In case of conflict between what was established in writing between Parties and the present General Purchasing Conditions, what was established in writing between Parties prevails.
4. The applicability of any possible general conditions and/or other conditions of Supplier and/or Third Parties is expressly rejected. Supplier is deemed to accept the applicability of these conditions as well with regard to later Agreements with JVH.
5. The Dutch text of these General Purchasing Conditions prevails over any possible translations thereof.
6. If any provision of these General Purchasing Conditions is void or is annulled, the other provisions of these General Purchasing Conditions remain fully effective. Article 3: Adoption Agreement
1. Between Parties an Agreement is adopted through the acceptance in writing by JVH of a verbal or written offer from Supplier, or because what was established by Parties in another manner is confirmed by Parties in writing.
2. (A) verbal commitment(s) of a collaborator of JVH lack(s) any form of legal validity and cannot lead to the arisal of an Agreement.
3. JVH has the right to terminate the Agreement at all times if Supplier has not started with the implementation of the Agreement yet. In such case, costs effectively incurred by Supplier, to the extent these are reasonable, will be refunded by JVH, following the handover to JVH of the proofs of the costs incurred by Supplier. Other compensation of damages pursuant to termination on grounds of this provision is excluded. Article 4: Prices and Rates
1. All established prices and/or rates are exclusive of sales tax and comprise all costs that are associated with compliance with the obligations of Supplier, including in any case, though not limited to, the price of the Products and/or Services to be delivered, the transport costs and all other delivery costs, travel and accommodation costs, the costs of packaging, the costs of assembly, installation, and instruction, and the costs of the disposal of waste.
2. The prices are fixed during the term of the Agreement, unless established otherwise.
3. Payment in advance of Agreements is not applicable. If a payment in advance has nevertheless been established specifically, supplier must, at own expense, have issued for the amount of the sum to be paid in advance, an unconditional and irrevocable bank guarantee, which is substantively acceptable to JVH, by a banking institution that is acceptable to JVH. Article 5: Modifications
1. JVH is authorised at all times in consultation with Supplier to modify the quantity and/or modality of the Products and/or Services to be delivered.
2. If an intended modification between Parties in the opinion of Supplier has consequences for the established price, the time of delivery, the quality, usability, permits, levies, additional costs and/or guarantees, he is obligated to inform JVH regarding as soon as possible, though in any case no later than within 8 business days after the notification of the intended modification, in writing. If in the opinion of JVH these consequences for the price and/or delivery time are unreasonable, parties will enter into consultations regarding.
3. Modifications are only adopted following written approval by JVH of the modification and the consequences intended under the previous section.
4. Supplier may not implement any changes to the Agreement without the prior written approval of JVH. Article 6: Staff and outsourcing to Third Parties
1. It is prohibited to Supplier without the express prior written consent of JVH to transfer the implementation of the Agreement entirely or partially to Third Parties or to outsource it, or otherwise to make use of workers who are made available or temporarily hired.
2. JVH has the right to subject the consent mentioned in the first section of this article to conditions.
3. In the event of the carrying out of Services that are particularly dependent on the personal and/or professional qualities of the employee or Third Party deployed by Supplier, this employee or Third Party is presented to JVH beforehand for approval.
4. In case of transfer and/or outsourcing to a Third Party of (a part of) the obligations from the Agreement by Supplier, Supplier guarantees that these third parties are compliant with the applicable legislation and regulations.
5. Supplier must present a residence permit and a work permit to JVH for staff and Third Parties deployed by him in the context of the implementation of the Agreement at JVH, and who meet the criteria established in the law on work by foreigners 'Wet Arbeid Vreemdelingen'.
6. Supplier remains fully responsible and liable with regard to all staff and Third Parties deployed or designated and safeguards JVH against any liability in that connection and especially against liability with regard to the law on chain liability 'Ketenaansprakelijkheid'. If JVH is held accountable on grounds of said 'Wet Ketenaansprakelijkheid', JVH has the right of recourse vis-a-vis Supplier.
7. If the activities conducted, the conduct or the quality of an employee of Supplier or a Third Party deployed by him in the substantiated opinion of JVH are not adequate, Supplier will upon first request of JVH take care of the diligent substitution of this employee or this/these This Party/Parties. Article 7: Packaging and transport
1. Supplier takes care of proper packaging, as well as of such security and transport of the Products that they reach the place of delivery in proper condition and that the unloading at that location can take place safely. Supplier is responsible for compliance with the (inter)national and supranational regulations regarding packaging and transportation. This also applies to the transporter(s) contracted by him.
2. Supplier must package the Products in accordance with the effective standards of environmental legislation.
3. JVH has the right, but is not obligated, to return packaging material to Supplier at the latter's expense and risk.
Article 8: Delivery
1. Client has the right to postpone delivery. Supplier will in such case store, conserve, secure, and ensure the matters properly packaged, separate and in an identifiable manner.
2. Supplier will deliver the Products and/or Services DDP (Delivered Duty Paid = delivery paid until seat), in accordance with the Incoterms 2020, or otherwise the version effective most recently issued by the International Chamber of Commerce in Paris.
3. Supplier is obligated to comply with the terms established by the Agreement and to deliver the Products and/or Services to the established location.
4. The delivery of Products by Supplier and/or Third Parties deployed by Supplier occurs at the expense and risk of Supplier at a place to be designated by JVH and on a date and at a time to be determined by JVH.
5. In case of late delivery, Supplier falls into default without any further default notice. JVH has the right in such case without any default notice or judicial intervention, and without prejudice to the further rights of JVH (such as, for example, claims for damages) to terminate or respectively rescind the Agreement completely or partially, without JVH being bound to pay any type of compensation.
6. Supplier must report the imminent overrunning of delivery times without delay to JVH in writing. This leaves unaffected the possible consequences of this overrunning of the delivery times on grounds of these General Purchasing Conditions, of the Agreement, or of legal provisions.
7. If JVH, before the delivery has taken place, demands that the Products and/or Services are delivered within the Netherlands at another place and/or time than those indicated by JVH, Supplier is obliged to comply.
8. Accessories belonging to Products, including in any case, though not limited to, certificates, attestations, manuals, spare part lists, and maintenance regulations must be provided by Supplier along with the Products. In case Supplier fails to provide these accessories along with the rest, JVH has the right to suspend payment in part.
9. Upon delivery of Products, Supplier provides a packing list which states in any event, though not solely, the product specification, the number of the associated Agreement, JVH, contact person, and the delivery address. Without this packing list, JVH has the right to refuse receipt without being bound to pay any damages.
10. On account of the agreement, JVH is authorised at all times to demand from supplier, at the expense of supplier, a guarantee (performance bond) in the form of an unconditional and irrevocable bank guarantee, which is acceptable to JVH as to its substance, issued by a banking institution that is acceptable to JVH.
Article 9: Fine
1. If Supplier does not deliver Products and/or Services within the established term at the established location, and/or if Products and/or Services do not correspond with the Agreement, JVH can claim entitlement from supplier, without warning or other prior statement, to an immediately payable fine of 1 % of the established price of the relevant Products and/or Services, increased by the sales tax, for each day or part of the day during which the shortcoming continues, up to a maximum of 20% of the established price of the relevant Products and/or Services. If Delivery has become permanently impossible, the maximum fine is owed immediately.
2. The fine intended in the previous section of this article falls to JVH without prejudice to all other rights or claims, thereby also intending, though not limited to:
a. Their claims for compliance with the obligation to deliver matters that correspond with the Agreement;
b. Their right to compensation of damages.
3. The fine intended in the first section of this article can be set off against payments owed by JVH, regardless of whether the claim for the payment thereof has been transferred to Third Parties.
4. If Supplier does not or does not completely comply with his obligations as intended in the articles 20 (Confidentiality) and 13 (Intellectual property) vis-a-vis JVH, Supplier owes an immediately payable fine of € 100,000 (one hundred thousand Euros) per event, without prejudice to all other rights or claims.
Article 10: Quality and warranty
1. Supplier guarantees that all delivered Products and/or Services do not violate Third-Party rights, also including, though not limited to, intellectual property rights, and safeguards JVH fully against claims in this connection.
2. If JVH notes that delivered Products and/or Services do not or only partially comply with the requirements that JVH may set for the delivered products and/or services, supplier falls into default without any further default notice, unless Supplier can prove that the shortcoming cannot be attributed to him.
3. To comply with his warranty obligations, Supplier will restore delivered Products and/or Services or defective parts thereof free of charges or replace or supplement them by new ones within the reasonable term granted by JVH in a warning. If such is required for reasons of urgency, JVH has the right to have the restoral or replacement carried out by Third Parties at the expense of Supplier.
Article 11: Risk and property transfer
1. The property and the risk of Products is transferred to JVH upon Delivery as soon as these Products have, if necessary, been assembled or installed respectively, and approved.
2. In case JVH provides Supplier with materials, such as tools, drawings, specifications, and software for the purpose of compliance with his obligations, such remain the property of JVH.
Article 12: Invoicing and payment
1. Supplier will invoice JVH against the established price and/or rates. Payment of the invoice will occur within 45 (forty-five) days after receipt of the invoice by JVH, if nothing else has been indicated specifically in the agreement. The records of JVH in the matter count as decisive for the date of receipt, unless Supplier can provide proof to the contrary.
2. JVH is authorised to suspend the payment of an invoice if they hold that the delivered Products and/or Services do not correspond with the Agreement and/or manifest defects and/or if Supplier fall short in complying with his obligation to properly implement the Agreement in another manner. If JVH has the intention to suspend the payment of the invoice, JVH will communicate the reason for suspension to Supplier in writing.
3. By paying an invoice, no waiver of rights and claims that JVH has occurs vis-a-vis Supplier.
4. JVH has the right to set off the amount of an invoice against sums that the Supplier owes on any account whatsoever to JVH.
5. Supplier is obligated to state on each invoice the reference of JVH and other relevant information. In case of the failure to state such, the payment obligation is suspended until the information referred to is indicated.
6. The sending of the invoice by Supplier will take place after delivery and approval of the matters, unless a payment schedule has been established separately by Parties.
7. If it has been established that payment will occur in accordance with post-calculation, Supplier will invoice in a specified form, as is to be indicated by JVH. On such an invoice, Supplier indicates in any event the number and the dates of the days or hours effectively and necessarily spent of the staff or Third Parties deployed by him, and a description is given of the activities conducted and, to the extent applicable, of possible travel- and accommodation costs.
8. Invoices must, if not specifically indicated otherwise in the agreement, be sent to: JVH gaming & entertainment BV, Finance department, Postbus 2156, 5202 CD, ’s Hertogenbosch, the Netherlands.
9. JVH has the right to have the correctness of the costs invoiced to JVH investigated by a registered accountant to be designated by JVH, for which investigation Supplier must render all assistance. In case it turns out that the invoiced amounts are incorrect, the costs of this investigation will be borne entirely by Supplier. Article 13: Intellectual property
1. Supplier declares and guarantees to JVH that implementation of the Agreement and the free and undisturbed use in the widest sense of the term of the Products and/or Services by JVH will not violate the (intellectual and industrial property) rights and the associated rights such as personality rights of Third Parties and are not unlawful otherwise vis-a-vis Third Parties.
2. Supplier safeguards JVH against all (financial) consequences of any possible claims by Third Parties on account of the violation of their (intellectual and industrial property) rights, as well as associated rights, such as personality rights and will compensate JVH for all damage that is the result of any violation.
3. Supplier exclusively has the right to use information and documentation that was provided by JVH in connection with the implementation of the Agreement. This information and documentation is and remains the property of JVH and must after use be returned forthwith to JVH.
Article 14: Insurance
1. Supplier takes out an adequate product, professional, or business liability insurance for the entire duration of the Agreement for the purpose of compliance with all his obligations under the Agreement, for a minimal amount of € 2,500,000 per insured event.
2. Supplier grants JVH upon their first request with the perusal of the policy to such effect and provides JVH, if they so desire, with a proof of the payment of the fees of the insurances intended in the first section of this article.
3. Supplier cedes beforehand to JVH all claims in the matter of disbursements of insurance funds based on the insurances intended in the first section of this article.
Article 15: Tools
1. Supplier takes care at own expense and risk of all ancillary materials, tools, working clothes, and safety gear that are reasonably required for the implementation of the Agreement.
Article 16: Order, safety, and the environment
1. Supplier declares and guarantees that the staff deployed by him and/or Third Parties deployed by him for the implementation of the Agreement observe all legal safety-, health, and environmental regulations, as well as that they will follow the regulations, instructions, and indications that are effective at the location where the work is carried out with regard to safety, the environment, and controls.
Article 17: Inspection
1. JVH has the right to (let) inspect the Products at all times, both during production, processing, and storage, as well as after delivery.
2. Upon first request, Supplier will for the purpose of the inspection intended in the first section of this article provide access to JVH or their representative to the location of production, processing, or storage. Supplier will render his assistance free of charges for the inspection.
3. If an inspection as intended in the first section of this article due to the actions of the Supplier cannot occur at the time intended, or in the event an inspection must be repeated, the consequent costs are borne by Supplier.
4. In case of rejection after delivery of the matters, Supplier will take care within 5 (five) business days of the restoral or replacement of the Products free of charges. If Supplier does not comply with these obligations within the term established in this article, JVH has the right to purchase the matters required from a This Party, or to (let) take measures required of a different kind at the expense and risk of Supplier.
5. If Supplier does not recover the rejected Products within 5 (five) business days, JVH has the right to return the Products to Supplier at the latter's expense and risk. JVH may in such case choose for replacement of the Products or for the crediting of the purchase price.
6. The inspection of the Products by JVH as intended in this article does not relieve the Supplier of any liability.
Article 18: Liability
1. Supplier who falls attributably short in complying with his obligation(s) is liable towards JVH for the compensation of all damage incurred and/or to be incurred by JVH, their staff, staff of Supplier, and all Third Parties deployed for the implementation of the Agreement, that is related to the implementation of the Agreement and/or (the purchase, delivery, and the use of) the Products and/or Services.
2. Supplier safeguards JVH against all claims by Third Parties, their staff, and staff of Supplier, which are related in any manner to the implementation of the Agreement.
3. In addition, Supplier safeguards JVH against all claims of Third Parties, their staff and staff of Supplier in connection with damage that has arisen through or in connection with the Products and/or Services.
Article 19: Force majeure
1. Supplier can only appeal to force majeure if Supplier informs JVH as soon as possible, though no later than at the moment he should have performed, while presenting the documentary proof, in writing of his appeal to force majeure.
2. If Supplier due to force majeure is definitely incapable of performing or, if the period of force majeure has lasted for more than 30 days or it can reasonably be expected that it will last for at least 30 days, JVH has the right to rescind the Agreement by way of notification sent by registered mail, with immediate effect, without judicial intervention, without owing any compensation of damages to Supplier.
3. By force majeure on the part of Supplier is not intended in any event: lack of staff, strikes, traffic jams, malperformance on the part of Third Parties deployed by Supplier, outage of ancillary materials, and liquidity and/or solvency issues on the part of Supplier.
Article 20: Confidentiality
1. Supplier (and staff and/or Third Parties deployed by him) will during the term of the Agreement or at any time after the end of this Agreement keep secret the existence, the nature, and the substance of the Agreement, as well as other business information of JVH, unless JVH has granted Supplier permission for disclosure beforehand in writing.
Article 21: Rescission
1. In the cases mentioned below, JVH has the right to completely or partially rescind the Agreement without default notice and without judicial intervention:
- bankruptcy of Supplier;
- suspension of payments of Supplier;
- immobilization of business operations of Supplier;
- the withdrawal of any possible permits;
- liquidation, takeover, or any comparable legal situation of the company of Supplier;
- permanent impossibility of Supplier to comply with the obligations from the Agreement.
2. Rescission occurs by way of registered mail or the serving of a bailiff's writ to Supplier.
3. The termination or rescission of the Agreement does not relieve parties of their ongoing obligations on account of the Agreement, including in any event, though not limited to: the obligation of confidentiality, as intended in article 20 of these General Purchasing Conditions, the liability of Supplier on grounds of the Agreement and these General Purchasing Conditions, the obligations in connection with intellectual property, as intended in article 13 of these General Purchasing Conditions, and the obligations for Supplier to hand over Products.
4. All claims that JVH may have or obtain in the cases intended in this article on Supplier are instantly and fully exigible. Article 22: Applicable law and disputes
1. All disputes between parties that may arise in connection with the Agreement or with agreements between parties flowing therefrom, also including disputes that are only considered such by one of the Parties, will be resolved as much as possible by way of proper consultations.
2. If such amicable consultations do not lead to a resolution, in derogation to the legal rules for the competence of the civil court, such dispute between JVH and Supplier will be exclusively resolved by the competent court of law in ‘s Hertogenbosch. To all legal relationships between JVH and Supplier Netherlands legislation is exclusively applicable. Article 23: Modification of the General Purchasing Conditions
1. JVH is authorised at all times to apply changes to these General Purchasing Conditions. These modifications enter into effect at the time announced by JVH.
2. JVH will forward the modified General Purchasing Conditions forthwith to Supplier.
3. If no time for entry into effect is announced to JVH, a modification vis-a-vis Supplier enters into effect as soon as the modification has been communicated to Supplier, unless Supplier within 14 (fourteen) days after said notification announces to JVH in writing not to accept the change.
4. If such an announcement has been made by Supplier, the underlying General Purchasing Conditions remain applicable unaltered to all Agreements concluded between Parties. To Agreements that are entered into after the time of notification of the change by JVH, the modified General Purchasing Conditions apply, regardless of any announcement on the part of Supplier.
Version February 2021
JVH gaming BV
Europalaan 26, 5232 BC ‘s-Hertogenbosch