General Purchase Conditions iO
Agreement: an Agreement of any nature the Parties wish to enter into or have entered into.
GPC: these general purchase conditions.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)
iO: all companies that are part of the group of enterprises under the Belgian law established holding company iO Group NV with enterprise number 0712.677.311.
IP rights: all forms of intellectual property rights.
Parties: iO and the Supplier.
Personal Data: all information that relates to an identified or identifiable individual.
PO: A purchase order signed by a rightful representative of iO ('Purchase Order') specifying the Services to be provided.
PO number: the unique number on a PO.
Services: everything the Supplier performs or provides under an Agreement, such as the provision of services, products, goods, software and hardware, (digital) data, rights, (…).
Supplier: the company that provides the Services to iO or has made an offer thereto.
Third party services: all services, products, materials, software and hardware, (digital) data and third-party rights the Supplier provides to the iO as part of the performance of the Services.
1.1. The GPC shall apply to any quotation, order or any Agreement that iO enters into with a Supplier. General or other terms and conditions of the Supplier or third parties are expressly not applicable.
1.2. The GPC apply to all companies belonging to iO. These companies may invoke these GPC directly regarding the Supplier.
2. Quotations and conclusion of Agreements
2.1. Quotations from the Supplier shall be valid for at least 3 months and cannot be revised or revoked by the Supplier within this period of time.
2.2. By submitting an offer, the Supplier declares that it is sufficiently aware of iO's wishes and requirements with regard to the Services to be provided.
2.3. Agreements shall only be binding upon the issuance of a PO to the Supplier by iO.
3. Excecution of the Agreement
3.1. The Supplier shall perform an Agreement on time, correctly and in line with industry standards. Deadlines specified in an Agreement or PO are binding on the Supplier. Deadlines may be changed by iO, upon timely notification to the Supplier.
3.2. The Supplier cannot terminate an Agreement until the Services have been provided in full.
3.3. If the Services or any part thereof have not been delivered within the time period set out in an Agreement, iO will be entitled to - subject to any other right- :
· cancel free of charge the undelivered Services and the Services that have been delivered but cannot be effectively and commercially used due to the absence of certain components;
· return to the Supplier, at the Supplier's risk and expense, all Services and recover from the Supplier all payments in connection therewith;
· obtain from the Supplier all additional expenses reasonably incurred by iO in obtaining Services from third parties to replace the Services or supplement the missing parts.
4. Quality and delivery
4.1. The Supplier shall deliver the Services in accordance with the terms of delivery and acceptance tests and procedures as agreed upon.
4.2. The Supplier warrants that the Services comply with all specifications as agreed or stipulated in an Agreement. The Supplier warrants that the Services can be used as intended by iO and comply with all relevant and applicable laws, regulations and requirements applicable to the relevant Services and comply with what can generally be expected of the relevant Services.
4.3. All Services to be provided by the Supplier to iO may be subject to an inspection and/or acceptance test. Inspection by iO does not constitute an acknowledgement that the delivered Services comply with the terms of an Agreement and does not release the Supplier from its obligation to remedy any defects as part of a maintenance and/or other warranty obligation.
4.4. If the Services involve the delivery of goods, the delivery shall take place at the location specified in the PO. Transport and delivery of goods shall be at the risk and expense of the Supplier.
4.5. All goods shall be appropriately wrapped and safely transported. All remaining packaging or any other material shall be handled and disposed of by the Supplier in an environmentally friendly manner.
4.6. The payment of invoices does not imply an acceptance of the Services provided.
4.7. iO has at least a period of 6 months after delivery (the Warranty Period) to identify and report defects in the Services. For hidden defects that could not reasonably have been discovered during inspection and/or acceptance test, this period starts on the day these defects become known to iO. If iO notifies the Supplier of a defect in the Services within the Warranty Period, the Supplier will repair or replace the Services with the utmost speed to remedy the defects at no extra cost to iO. The repaired or replaced Services shall be subject to a new Guarantee Period from the date of replacement or repair.
4.8. Where the Services involve the supply of goods, the Supplier provides at least a 24-month Guarantee from the moment iO has inspected/accepted the goods. The Supplier further guarantees that spare parts of the goods can be supplied for a period of at least five years after delivery of the goods.
5.1. Prices are always in Euro and exclusive of VAT. All other charges, duties or taxes of any kind shall be borne by the Supplier and must be included in the price.
5.2. Travel time and/or other costs shall not be reimbursed unless explicitly agreed upon in an Agreement.
5.3. Prices cannot be unilaterally changed or indexed during the term of an Agreement without iO's written consent.
5.4. If the price for the Services is determined on a times and materials basis, a monthly timesheet must be provided by the Supplier and approved by iO.
6.1. The Supplier shall invoice all Services performed on a monthly basis, unless otherwise agreed.
6.2. Invoices are only valid if they refer to a PO number of iO and contain all legal notices. iO has no payment obligation for invalid invoices.
6.4. A payment term of at least 30 calendar days after invoice date applies to all invoices.
6.5. If the Supplier provides the Services directly to iO's end-customers and the Supplier has been notified of this, iO shall only have a payment obligation when that end-customer has paid iO for it.
6.6. iO has the right to suspend or set off a payment obligation against a claim of the Supplier.
6.7. In case of illegimate late payment by iO, the Supplier shall only be entitled to legally determined interest after a written notice. Any costs incurred by the Supplier to collect these payments shall be deemed to be covered by these interests.
7. Property and IP rights
7.1. Ownership of the delivered goods shall be transferred at the time of delivery. If iO has already paid the Supplier for the delivery of the goods, the transfer of ownership takes place at the time of payment.
7.2. The risk of loss and damage to the goods shall be borne by the Supplier until the time of delivery at the location as stated on the PO.
7.3. All goods made available and/or lent to the Supplier remain the property of iO.
7.4. All IP rights remain with the party or its licensor where the IP right is prior to entering into an Agreement. If IP rights arise in the performance of an Agreement, they shall be transferred to iO for now and then to the extent legally possible.
7.5. If and to the extent that the Services provided are already subject to existing IP rights, the Supplier hereby grants to iO a license in with respect to these IP rights and with that scope that iO needs to be able to use the Services for its intended purposes.
8.1. Parties shall treat all information received from the other party as strictly confidential. Information shall only be shared with persons involved in (the performance of) an Agreement who need to know it. Parties shall take appropriate measures to safeguard the confidentiality of information received from the other party.
8.2. Parties undertake to destroy all confidential information at the first request of the other party, or at the end of an Agreement.
9. Privacy and personal data
9.1. If at any time the Supplier is to be regarded as a processor in relation to iO, and iO as a data controller within the meaning of the GDPR, a separate data processing agreement as referred to in Article 28 GDRP may be entered into at the first request of iO.
9.2. The Supplier will then in any case only process Personal Data of iO to the extent necessary to perform the Services. After termination of an Agreement or at the request of iO, the Supplier will delete the Personal Data, subject to a legal obligation to keep the Personal Data longer.
9.3. The Supplier shall, in its capacity as processor, provide the necessary assistance to iO to comply with the provisions of the GDPR.
9.4. The Supplier shall report a Personal Data breach to iO without unreasonable delay and at the latest within 24 hours.
9.5. The Supplier shall process all Personal Data in Belgium or the Netherlands, or in the European Union or countries with an adequate level of protection. Processing of Personal Data outside the European Union will only take place after written consent of iO.
9.6. The Supplier will only appoint sub-processors after written approval by iO. The Supplier shall require any sub-processor to comply with the terms of any Agreement. The Supplier remains responsible for the sub-processor.
9.7. The Supplier shall take appropriate technical and organisational measures to adequately secure the Personal Data.
9.8. iO may periodically check (or have checked) whether the Supplier complies with the GDPR. The Supplier shall cooperate fully in this respect. The Supplier will be notified in advance within a reasonable period. If the audit reveals that the Supplier has failed to fulfil any obligation under the GDPR or any Agreement between the Parties, the Supplier shall immediately remedy the shortcomings at its own expense and the costs of the audit shall be borne by the Processor, without prejudice to iO's other rights.
10. Warranty and liability
10.1. The Supplier warrants that the Services do not infringe any third party rights, including but not limited to patents, copyrights, models, trademarks, trade names, databases, or other intellectual property rights, and indemnifies iO against all third party claims in this regard.
10.2. The Supplier shall fully indemnify and hold iO harmless, including attorneys' fees, for defects in the Services provided.
10.3. The Supplier is liable towards iO and third parties for all damages and costs caused during or by the (late) performance of an Agreement and/or infringements of third-party rights.
10.4. In the event of breach of an Agreement by the Supplier, the Supplier shall be liable by operation of law to pay iO liquidated damages of 20% of the value of the Services, subject to the right to claim higher damages.
10.5. The Supplier shall maintain adequate insurance cover against civil liability and professional liability for the duration of any Contract.
10.6. The parties shall not be liable if they are prevented from performing an Agreement due to force majeure, or any circumstances beyond its control.
11.1. An Agreement does not create exclusivity.
11.2. If the Parties use an electronic signature, they attach to it the same legal consequences that a non-electronic signature has.
11.3. The Supplier has to refer to the name/logo of iO and the nature of the Services for promotional purposes, except with the written consent of iO.
11.4. The Supplier shall refrain from (in)directly recruiting, employing or offering to employ persons working for iO. The Supplier may not in any way attempt to make such persons terminate their relationship with iO during the term of an Agreement and for up to 12 months thereafter. If the Supplier fails to comply with this provision, it shall owe iO immediately payable liquidated damages of €50,000. iO shall also be entitled to claim full damages or other legal remedies.
11.5. The Supplier performs an Agreement as an independent service provider, without any form of subordination and authority of iO. The Supplier undertakes to strictly observe the provisions of an Agreement and to comply with all necessary formalities regarding social and tax obligations.
11.6. If any (part of a) provision in an Agreement or in the GPC is void or unenforceable, the remaining provisions shall remain in full force and effect. The parties already now (implicitly) replace those provisions with, or interpret the other provisions as, a provision that is not void and enforceable and that approximates the purpose and purport of that other provision as much as possible.
11.7. A provision in an Agreement takes precedence over a conflicting provision in the GPC.
11.8. iO reserves the right to amend the content of the GPC. Amendments made by iO take effect after the Supplier has been informed of the amendments.
12. Applicable law and choice of forum
12.1. Agreements and disputes that may arise in relation to an Agreement are governed by Belgian law if the Supplier is established in Belgium and are governed by Dutch law if the Supplier is established in the Netherlands. The applicability of the Vienna Convention is excluded.
12.2. Disputes that may arise in relation to an Agreement will in the first instance be submitted exclusively to the competent court where the Supplier has its registered office.