General Terms and Conditions of Purchase

General Terms and Conditions of Purchase

 

M.P. DIFFUSION SA

Rue de Waremme 126

B-4530 Villers-le-Bouillet

C.C.D. 0441.846.282 (hereinafter the “Buyer”)

 

 

Article 1 - Application and General provisions

 

1.1. These General Terms and Conditions of Purchase (hereinafter "Conditions") govern all present and future purchase orders and contractual relationships between the Buyer and any seller, supplier or contractor (hereinafter "Seller") in connection with the supply of goods, materials, commodities, or the performance of services.

 

1.2. These Conditions apply exclusively. The Seller's general or specific terms and conditions of sale or delivery diverging from these Conditions shall not apply, even if the Buyer does not expressly object to them in each individual case, unless otherwise stipulated within these conditions or otherwise agreed in the contract with the Seller. If any of the Buyer's documents refers to any document of the Seller on which the Seller's own conditions are stated, this shall be without prejudice to the exclusive application of these Conditions.Should the Buyer accept the goods not expressly objecting these Conditions, the Seller may in no case assume the Buyer’s consent with his conditions.

 

1.3. An agreement is concluded between the parties constituting of the purchase order and these Conditions upon the Seller's written confirmation of a purchase order, in particular via WeChat, WhatsApp, e-mail, etc., or upon the earliest of: (a) the Seller executing and returning this contract or a purchase order; (b) the Seller issuing payment instructions to the Buyer; (c) the expiry of three (3) business days after the Seller's receipt of the purchase order signed by the Buyer, provided no express written objection has been received from the Seller within such period; or (d) the Seller delivering any goods or accepting payment for goods covered by the order.

 

1.4. These Conditions shall also apply to all future agreements concluded between the parties, even if not expressly referred to therein. The Buyer is entitled to unilaterally amend these Conditions, with the amended terms applying to agreements concluded after the amended Conditions have been communicated to the Seller.

 

1.5. Any oral agreements made by the Buyer's employees shall only be binding upon the Buyer if and to the extent they are confirmed in writing by an authorised representative of the Buyer.

 

1.6. Any trade terms used in purchase orders or contracts shall, in cases of doubt, be interpreted in accordance with the commercial practices in Liège and the ICC Incoterms 2020, as amended or supplemented from time to time.

 

1.7. In the event of any conflict or discrepancy between the specific terms and conditions set out in the body of a purchase order or contract and these Conditions, the specific terms of the purchase order or contract shall prevail to the extent of the conflict or discrepancy.

 

1.8. Failure by the Buyer to enforce any of the provisions laid down in these Conditions shall not be construed as a waiver thereof. Any waiver of any right by the Buyer shall only be effective if made in writing and shall be valid only under the conditions for which it is granted.

 

 

Article 2 - Orders

 

2.1. Each binding purchase order is issued by the Buyer in writing (by post or e-mail) and duly signed by an authorised representative. Electronic signatures qualifying as advanced or qualified electronic signatures under applicable law, or scans of signed signature pages delivered via e-mail in PDF format, shall have the same evidential value as originals.

 

2.2.Documents used by the Seller in dealings with the Buyer shall indicate at minimum: the purchase order number, the purchase price, full article description, HS code, country of origin, quantities and units, and (for intra-EU transactions) VAT identification number.

 

2.3. If the Seller does not submit a written objection within three (3) business days after transmission of the order, the order shall be deemed accepted, and a binding agreement is concluded.

 

2.4. The Buyer is entitled to cancel any order within three (3) business days following its acceptance, without notice or compensation to the Seller. Beyond that date, cancellation is subject to a cancellation fee of two (2) percent of the purchase price. However, if the Seller is in breach or anticipated breach of its obligations, the Buyer may cancel without any cancellation fee or liability.

 

2.5. Any offers made by the Seller shall be at no charge to the Buyer and shall not be binding on the Buyer.

 

2.6. This contract, including these Conditions, supersedes all prior correspondence, orders, or confirmations of either party with respect to the matters covered herein. No modification or waiver shall be binding unless made in writing and signed by an authorised officer of the Buyer.

 

 

Article 3 - Prices and Terms of Payment

 

3.1. The price specified in the accepted purchase order is final and binding (fixed price). Unless otherwise stated, the price includes all taxes (except VAT), customs duties, levies, insurance, packaging, freight and all other costs incurred by the Seller in performing the order, including any increases or changes to applicable taxes, duties or levies arising after contract conclusion. Any such increases shall be borne exclusively by the Seller.

 

3.2. If, following a provisional payment by the Buyer, the market value of any unpriced portion of the cargo falls below the amount previously paid, the Buyer shall be entitled to mitigate or eliminate the resulting financial exposure. Upon written request, the Seller shall promptly reimburse the Buyer for the difference or provide other security satisfactory to the Buyer. The Buyer may alternatively set off such difference against subsequent payments due to the Seller. This mechanism shall remain in effect until any financial imbalance caused by market fluctuations has been fully reconciled.

 

3.3. No advance payment, down payment or deposit shall be made in respect of any order unless expressly confirmed by the Buyer in writing in the order.

 

3.4. Unless a specific payment period is agreed in the purchase order, invoices shall be settled within sixty (60) days from the date of receipt of a conforming invoice by the Buyer. Should the Seller's conditions for payment be more favourable, they shall prevail. The Buyer reserves the right to withhold payment if the Seller is in non-compliance with any term of the agreement, including pending resolution of quality disputes or non-conforming goods, without accrual of any interest, penalties, or other compensation in favour of the Seller during such withholding period.

 

3.5. Payment is in time if the payment is executed on the due date or the bank or the payment service provider is commissioned with the payment on the due date.

 

3.6. Payment shall not constitute acceptance or approval of the goods or services, nor shall it constitute a waiver of any right of the Buyer, including the right to inspect, reject, or make claims with respect to the goods or to revoke acceptance thereof.

 

3.7. The relevant date for calculating payment periods is the date on which a conforming invoice including the relevant documentation (e.g. test certificates, release documents, etc.) is received by the Buyer, but not before the receipt of the goods or the services.

 

3.8. The Buyer is entitled to withhold, set off, or deduct any amount owed by the Buyer to the Seller against any amount owed by the Seller to the Buyer or to any affiliate of the Buyer (including penalties, claims for damages, or any other amounts), whether or not such amounts are disputed by the Seller, and whether or not they arise under the same or a different agreement. Payment of the net amount shall constitute full and final payment.

 

3.9. The Buyer shall be liable for interest on overdue payments only if and to the extent it is in actual default. The interest rate applicable shall be five (5) percentage points above the applicable base rate. The Buyer reserves the right in all cases to establish that the actual damage is less than any amount claimed.

 

3.10. Invoices shall be sent to the address specified in the order and shall include: the Seller's references, goods description and references, HTS code, date, order number, mode of carriage, price, and place of delivery, origin of the material, customs clearance status.

 

 

Article 4 - Delivery, Packaging and Transfer of Risk

 

4.1.Unless otherwise agreed in writing, delivery shall be made DDP (Delivered Duty Paid - Incoterms 2020) to the Buyer's registered office or such other destination designated by the Buyer. The Seller bears all risks of accidental loss and accidental deterioration of the goods until delivery is completed at the agreed place of delivery.

 

4.2.The Seller is solely responsible for the packaging, labelling, storage and delivery of the goods in full compliance with all applicable national and international laws and regulations, including regulations on hazardous materials. Goods must be packed to prevent damage in transit. Each consignment shall be marked separately in accordance with all applicable regulations and with any instructions provided by the Buyer. Labels must display the Buyer's order number, description, quantity, producer batch number and weight of the goods, and all particulars required for receipt.

 

4.3.The Seller shall comply with all applicable international and national laws, regulations and rules relating to the offer for sale, shipment, and packaging of goods (including, where applicable, waste and hazardous materials regulations). Goods must be packaged and shipped in a manner that adequately protects against loss or leakage.

 

4.4.The Buyer shall not be obliged to accept partial deliveries unless it has given prior express consent in writing. In the event of an unauthorised partial delivery, the Buyer shall have the option of returning the partial delivery at the Seller's cost and risk, without prejudice to any other remedy or claim.

 

4.5.Ordered quantities are binding. In the event of excess delivery, the Buyer is entitled to refuse the excess at the Seller's expense and cost.

 

4.6. Supplies and services must be delivered to the addresses indicated in the purchase order. Delivery to or performance at a place of receipt other than that designated by the Buyer shall not constitute a transfer of risk to the Buyer even if said place of receipt accepts the delivery/service. The Seller shall bear all additional costs resulting from incorrect delivery.

 

4.7. If delivery is delayed due to a missing shipping document, the Seller shall bear all storage costs and associated risks until the missing document has been received.

 

4.8. Unless otherwise agreed, the goods shall not be transhipped or delivered in instalments without the prior written consent of the Buyer in each instance.

 

4.9. If weighing is necessary to determine the contract quantity, the weight determined on the Buyer's calibrated scales shall apply.

 

4.10.Unless otherwise agreed in writing by the Buyer, all goods must be in the original, unopened and undamaged packaging. Each container must be sealed with the manufacturer's original and undamaged seals.

 

 

Article 5 - Delivery Times and Late Delivery

 

5.1.All contractual delivery periods and dates are binding on the Seller and are of the essence. Unless otherwise agreed in writing, delivery periods shall be deemed met only if the goods have been handed over to the Buyer at the agreed place of delivery by the agreed date.

 

5.2.The Seller's obligation to deliver on time constitutes an obligation of result. If the Seller fails to deliver on time or delivers non-conforming or defective goods, the Seller shall incur, automatically and without prior notice of default, the penalties set forth in this Article, in addition to all other available remedies.

 

5.3.Without prejudice to the Buyer's right to claim full compensation for all damages suffered (both direct and indirect), the Seller shall pay a contractual penalty of one (1) percent of the purchase price of the goods for each business day of delay, up to a maximum of ten (10) percent of the purchase price of the affected goods. These penalties shall be automatically deducted from all amounts payable to the Seller. Once the maximum penalty of ten (10) percent is reached, the Buyer may at its own discretion terminate the agreement and/or procure replacement goods from a third party at the Seller's expense. This is without prejudice to the Buyer's right to claim additional compensation for damages exceeding the penalty amount.

 

5.4.If the Seller becomes aware that an agreed delivery date cannot be met, the Seller must immediately notify the Buyer in writing, stating the reasons and the expected duration of the delay, and simultaneously propose measures to mitigate the consequences.

 

5.5.In the event of default in delivery, the Buyer shall be entitled to all applicable statutory rights, including the right to claim damages for non-performance after the expiry of a reasonable grace period. The Buyer's right to request delivery shall be excluded only if the Seller has fully compensated the Buyer for its damages.

 

5.6.If, based on objective elements, the Buyer has a reasonable and well-founded suspicion that the Seller will not (timely) fulfil its contractual obligations, the Buyer has the right to suspend its own obligations or to terminate all or any part of the agreement, unless the Seller provides adequate guarantees for timely performance, as assessed at the Buyer's discretion.

 

5.7.The Seller may only claim relief for delay caused by the absence of documents to be provided by the Buyer if the Buyer has failed to provide such documents following a written reminder from the Seller.

 

 

Article 6 - Acceptance, Inspection and Quality Control

 

6.1.Unless expressly agreed otherwise, the Seller must, before shipment, verify the conformity of the goods with the order specifications (including quantities, qualities, weights, and dimensions) through an internationally recognised independent sampling organisation. A copy of the analysis and sampling report drawn up by such organisation shall be sent to the Buyer simultaneously with delivery. The costs of such pre-shipment sampling shall be borne by the Seller.

 

6.2.All deliveries are subject to the express acceptance of the Buyer. The Buyer is not required to check and/or test the quality of the goods immediately upon delivery. Under no circumstances shall the Seller be permitted to rely on tacit acceptance. None of the following shall constitute acceptance or approval of delivered goods or a waiver of any right of the Buyer: the taking into possession of the goods, the use thereof, the absence of complaints during a given period, the signing of a consignment note, or the payment of an invoice.

 

6.3.The goods shall be deemed accepted only if all inspections and controls provided for in the agreement have confirmed that the goods conform to all contractual requirements.

 

6.4.The Buyer shall have the right to inspect the goods, either before or after tender or delivery, to determine conformity with the contract. In the event of non-conformity, the Buyer may reject all or any part thereof and procure replacement goods in the open market at the Seller's expense, including any price differential.

 

6.5.If the Seller and the Buyer disagree on whether the goods are conforming or defective, the parties shall jointly appoint an internationally recognised sampling or inspection organisation (other than the one that drafted the initial report), whose finding shall be binding on both parties. The costs of such appointment shall be borne by the party whose position is found to be incorrect.

 

6.6.The Buyer shall have the right to conduct, or cause to be conducted, quality and environmental audits at the Seller's premises at any time upon reasonable notice. The Seller agrees to provide the Buyer and its authorised representatives with full access to Seller's facilities, records, and staff for this purpose. If necessary, such access shall also be extended to relevant regulatory or aviation authorities.

 

6.7.The Seller shall install and maintain a documented quality assurance system that is appropriate in type and scope and corresponds to the latest state of the art. The Seller shall prepare records of quality controls and make these available to the Buyer upon request.

 

6.8. A reasonable incoming inspection of the goods’ quality and quantity upon its receipt to the extent both reasonable and technically feasible for the Buyer shall not include defects that are not apparent to the naked eye and are detectable only by examination of the internal properties of the goods. Where the Buyer is obliged to give notice of defects without delay, a minimum notice period of ten (10) business days shall apply, running from the date on which the Buyer detected or ought reasonably to have detected the defect.

 

 

Article 7 - Weighing and Sampling

 

7.1. The Seller must have the goods weighed by a neutral warehouse or an independent firm of international standing agreed upon by the parties, in particular in case of EXW or FCA sales. The individual gross and net weights of each unit of packing confirmed by the holding warehouse or an independent firm of international standing agreed upon by the partiesmust be indicated in the documentation.

 

7.2.All lots of goods shall be weighed, sampled, and analysed at the Buyer's discretion by either the producer or an independent firm of international standing agreed upon by the parties. The costs of initial sampling shall be borne by the Seller.

 

7.3.The Buyer shall have the right to verify the results of initial sampling through another independent assay firm selected by it. The costs of such confirmatory assay shall be borne by the Buyer, unless such assay shows that the lot in question does not conform to the agreed specifications, in which case all costs shall be borne by the Seller.

 

7.4.In the event of discrepant results between two samplings, the Buyer and the Seller shall select a mutually agreeable umpire firm to conduct a further assay. The costs of the umpire assay shall be borne by the party whose own assay differed the most from the umpire result or shared equally if the umpire result falls exactly at the mean of the two exchanged results.

 

7.5. The fact that an analysis report indicates conformity of sample goods with the order specifications shall not in itself mean that the Buyer has accepted the goods or that the content of the report is acknowledged as accurate.

 

 

Article 8 - Warranties and Defects

 

8.1.The Seller warrants and represents that the goods delivered: (i) meet the highest applicable industry and quality standards in the EEA and all agreed specifications; (ii) are fit for purpose and free from any defects in workmanship, materials, design, and assembly; (iii) do not infringe any patents, copyrights, trademarks, trade secrets, or other intellectual property rights of third parties; (iv) are free from all liens, encumbrances, third-party claims, or other rights that could prejudice the Buyer; (v) comply with all applicable laws, regulations, technical standards, and safety requirements prevailing at the time of delivery; and (vi) are free from contaminants, deleterious elements, and hidden defects. All these warranties constitute obligations of result on the part of the Seller.

 

8.2.The Seller shall supply the Buyer with all relevant safety, security, and environmental information concerning the goods and their processing, handling, and use.

 

8.3.The Seller is solely responsible for all non-conforming goods, visible and hidden defects. Any failure to meet the above warranties constitutes a material breach of the agreement.

 

8.4.In the event of a defect or non-conformity, the Buyer may, at its option: (i) require the Seller to repair or replace the defective goods immediately at the Seller's sole expense; (ii) carry out or procure the repair or replacement itself at the Seller's expense; (iii) partially or fully terminate the agreement; or (iv) request a proportional reduction in price. Repair shall be deemed to have failed after the first unsuccessful attempt. The Seller shall fully and without limitation compensate the Buyer for all direct and indirect costs and damages arising from any warranty claim.

 

8.5. If the goods show a defect, the Buyer may exercise its statutory rights. If the Seller tries to repair the goods, such a remedy is considered to have failed after the first unsuccessful attempt. The Buyer shall have the right to withdraw from the contract also in such cases where a breach of contract is not considered to be material.

 

8.6.Where the goods were already defective at the time risk passed to the Buyer, the latter may claim from the Seller any expenditure which the Buyer is required to pay to its own customers in connection with such defect.

 

8.7. Any claims arising from defects of the goods shall be governed by the statutory limitation periods. The limitation period for defect liability claims shall commence upon full delivery/performance of the agreed scope of supply/service, or, if acceptance testing is agreed, upon acceptance.

 

8.8.The Seller shall always have adequate general liability insurance to cover any losses and damages as described above. The Seller shall include the Buyer as a co-insured in such policies and shall provide relevant certificates upon the Buyer's first request.

 

8.9. The Seller hereby assigns to the Buyer, on account of performance, the benefit of any claims the Seller may have against its own suppliers arising from the delivery of defective goods or of such goods not conforming with the guaranteed characteristics. The Seller shall provide the Buyer with all documents necessary to enforce such claims.

 

 

Article 9 - Title and Retention of Title

 

9.1. Title to the goods shall pass to the Buyer upon the first payment by the Buyer (whether provisional or final) or upon delivery of the goods in accordance with the applicable ICC Incoterms 2020, as amended or supplemented from time to time, whichever occurs first.

 

9.2. The Seller shall transfer title to the goods to the Buyer free of any third-party claims, liens, sureties, and encumbrances. Upon first payment, the Seller guarantees the Buyer full and irrevocable title and the immediate right to possess the goods.

 

9.3. If, at any time following the transfer of title, the goods remain in the possession, custody, or control of the Seller, the Seller warrants that the goods shall be: (i) stored securely, segregated, and fully insured and clearly marked as the Buyer's property; (ii) free from third-party claims or liens; (iii) released only upon the Buyer's written instructions; (iv) accessible for inspection or removal by the Buyer or its agents; and (v) stored and handled in compliance with applicable laws and industry standards.

 

9.4. The Seller's general terms and conditions covering his retention of title shall be valid subject to the condition that title to the goods shall pass to the Buyer according to Article 9.1. of these Conditions. Any extended forms of retention of title (such as current account retention or extended reservation of ownership) by the Seller shall not apply. The Seller may only claim return of goods based on a retention of title if it has first validly withdrawn from the relevant contract.

 

 

 

Article 10 - Scope of Supply and Intellectual Property

 

10.1. As part of the scope of supply or services: (i) the Seller shall transfer to the Buyer ownership of all technical documents (including those of subcontractors) and other documents necessary for the manufacture, maintenance, and operation of the delivered goods, in the agreed language; (ii) the Seller shall transfer all intellectual property rights necessary for the use of the goods or services by the Buyer or by third parties, taking into account any applicable patents, supplementary protection certificates, trademarks, and registered designs; and (iii) the Buyer shall have the unconditional right to carry out, or have carried out by third parties, repairs and modifications to the delivered goods, and to manufacture, or have manufactured, spare parts.

 

10.2. If the scope of supply or services is to differ from that agreed, the Seller shall only be entitled to additional claims or schedule changes if a corresponding supplementary agreement has been concluded in writing with the Buyer prior to performance of the order.

 

 

Article 11 - Declarations of Origin and Customs

 

11.1. The Seller shall provide the Buyer with all necessary declarations regarding the preferential and non-preferential origin of the goods. The Seller shall permit verification by customs authorities and submit all necessary information and certifications.

 

11.2. The Seller shall compensate the Buyer for all damages and losses incurred if the competent authorities fail to acknowledge the declared origin due to any deficient certification or impossibility of verification, unless the Seller proves it is not responsible for such consequences.

 

11.3. If the goods covered by the contract are purchased by the Buyer for export, the Seller shall, at its own cost and expense: (i) comply with all applicable laws and requirements governing the export of such goods from the country of origin; (ii) obtain and provide all necessary export licences, permits, and documentation required for lawful export; and (iii) pay all associated export duties, fees, and taxes.

 

11.4. The Seller shall be solely responsible for obtaining, in a timely manner, all required import/export licences, authorisations, and (if applicable) CBAM certifications from the relevant authorities for the delivery of the goods. The Seller shall bear all associated costs and expenses.

 

11.5. The Seller represents and warrants that the goods covered by this contract are not subject to any applicable anti-dumping, countervailing duty, or similar measures in the country of import or any other relevant jurisdiction, unless explicitly disclosed in writing to the Buyer prior to shipment. The Seller agrees to indemnify and hold the Buyer harmless from and against any such duties, taxes, penalties, or associated costs.

 

 

Article 12 - Force Majeure

 

12.1. Force majeure shall mean any unforeseeable event beyond the reasonable control of the affected party, or any foreseeable event the consequences of which cannot reasonably be avoided, occurring after contract conclusion and which prevents or hinders the entire or partial performance of the agreement.

 

12.2. The following shall not be regarded as force majeure: lack of personnel, strikes, sickness of personnel, unexpected price increases, the unsuitability of goods required for performance, or the bankruptcy or contractual breach of third parties engaged by the Seller.

 

12.3. Force majeure shall not apply in respect of any goods or tonnage for which an advance, pre-payment, or provisional payment has been made, or in respect of which hedging arrangements have been established, or for which transport arrangements of any kind have been booked. In no event shall force majeure operate to delay or extend the due date for any repayments of principal or interest on loans, prepayments, or advances extended to the Seller by the Buyer.

 

12.4. The party whose performance is prevented by force majeure shall give prompt written notice to the other party specifying the event, its details, and its estimated duration. The affected party shall take all reasonable steps to mitigate or limit damages to the other party and shall resume performance with the least possible delay. Should a force majeure event curtail the Seller's production or delivery, the Seller shall fairly allocate its available production and stocks among all customers such that the Buyer receives no less than a pro-rata portion.

 

12.5. In the event of force majeure affecting the Seller, the Buyer may choose to: (i) agree on an extended delivery period; (ii) rescind all or part of the agreement without further obligation or liability and demand a refund of any advance payments already made. Should the duration of force majeure exceed three (3) months, the Buyer shall be entitled, by written notice, to cancel the tonnage due during the affected period as well as all future deliveries under the agreement.

 

12.6. Economic hardship or market price fluctuations shall not constitute force majeure and may not give rise to a declaration thereof. Article 5.74 of the Belgian Civil Code (hardship/imprévision) is expressly excluded.

 

 

Article 13 - Liability and Indemnification

 

13.1. The Seller is solely responsible for all its technical choices and decisions. The Seller shall assume full responsibility and indemnify without limitation the Buyer (including its affiliated companies, employees, agents, officers, and managers) for any and all damages (direct or indirect), third-party claims, fines, penalties, expenses, and costs arising from: (i) any breach of the agreement by the Seller; (ii) any defect or non-conformity in the goods; (iii) any misrepresentation or breach of any warranty or obligation; or (iv) any negligent or wrongful act or omission of the Seller or its subcontractors.

 

13.2. Under no circumstances shall the Buyer be liable to the Seller for any indirect, incidental, special, or consequential damages, or for any loss of profit alleged to have been suffered by the Seller. Any action brought by the Seller against the Buyer must be commenced within one (1) year of the date on which the relevant right, claim, demand, or cause of action first accrued.

 

13.3. The Seller shall be responsible for all claims made by customers of the Buyer or by third parties against the Buyer with respect to the goods.

 

 

Article 14 - Compliance with Laws and Regulations

 

14.1. The Seller shall comply with all applicable laws, standards, regulations, and official government orders of any relevant jurisdiction in connection with the sale, production, and delivery of the goods, including but not limited to those governing: (i) anti-bribery and anti-corruption (including the U.S. Foreign Corrupt Practices Act); (ii) anti-money laundering and financial transparency; (iii) economic sanctions and trade restrictions imposed by the United Nations, the European Union, the United States, the United Kingdom, or any other relevant authority; (iv) export and import controls, including the obligation to provide relevant classification numbers and harmonised tariff codes; (v) environmental protection, including carbon-related obligations and carbon adjustment mechanisms (e.g. EU CBAM, including providing accurate and verified emissions data and cooperating with the Buyer for reporting purposes); (vi) labour standards, including forced labour, child labour, and human rights; (vii) responsible sourcing and conflict minerals supply chain due diligence; (viii) product safety, labelling, and certification; and (ix) data protection and cybersecurity.

 

14.2. The Seller shall not sell or deliver goods to the Buyer if doing so would entail a violation of any applicable sanctions, export control, or trade compliance law or regulation, or if the goods were acquired or produced in violation of such laws or regulations. The Seller shall indemnify and hold the Buyer harmless from and against all claims, liabilities, losses, damages, fines, penalties, and expenses incurred because of any breach of this Article.

 

14.3. The Seller warrants that it complies with the U.S. Foreign Corrupt Practices Act and that neither it nor anyone acting on its behalf will pay or offer to pay any money or anything of value, directly or indirectly, to any government official for the purpose of influencing any governmental act or decision. No government official has any legal or beneficial interest in the Seller or in the transactions covered herein. Breach of this representation shall render the agreement void at the Buyer's option, with the right to rescind and recover all amounts paid.

 

14.4. The Seller represents and warrants that the material covered by this contract is, where applicable, an RMI (Responsible Minerals Initiative) conformant product and that it will provide a duly completed Conflict Minerals Reporting Template (CMRT) in the most current version, together with any applicable recognition certificate, as a required delivery document.

 

 

Article 15 - Supplier Code of Conduct and ESG

 

15.1. The Seller agrees to comply with the Buyer's Supplier Code of Conduct, as amended from time to time (accessible under www.mpdiffsion.net), and to consider and apply these principles within its own supply chain. The Seller shall require its own suppliers, subcontractors, recruiters, and labour brokers to comply with all applicable laws and with the Buyer's Code of Conduct.

 

15.2. The Seller confirms that its sourcing and supply chain due diligence practices are aligned with internationally recognised standards, including the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the UN Guiding Principles on Business and Human Rights.

 

15.3. The Seller agrees to provide the Buyer, upon request and within any timeframe specified by the Buyer, with evidence and reports of its efforts to comply with the above obligations. In addition, the Seller agrees to permit audits conducted by the Buyer or its designee to assess the effectiveness of these efforts.

 

15.4. If any obligation under the Supplier Code of Conduct is violated by the Seller or within its supply chain, immediate written notification must be made to the Buyer. The Seller must also initiate appropriate measures to stop the violation. The Buyer shall be entitled to terminate all affected contracts immediately upon discovery of a violation, and the Seller shall be obliged to compensate the Buyer for any damages caused.

 

15.5. The Seller shall promptly notify the Buyer in writing of any actual or suspected breach of this Article or of any investigation by a governmental authority relating to the matters covered herein. The Buyer shall have the right to terminate this contract immediately upon written notice if the Seller breaches any representation or warranty under this Article. The obligations under this Article shall survive the termination or expiration of the contract.

 

 

Article 16 - Packaging / Wood Packaging Material

 

16.1. In the event that any goods are to be packaged in or on solid wood packing material (as defined by International Plant Protection Convention (IPPC) guidelines), including but not limited to pallets, crates, boxes, dunnage, packing blocks, drums, cases, and skids, the Seller shall cause such wood packaging material to be either heat treated or fumigated with methyl bromide in accordance with IPPC guidelines and legibly and permanently marked in accordance with IPPC requirements.

 

 

Article 17 - Assignment and Subcontracting

 

17.1. This contract may not be assigned or transferred by the Seller without the prior express written consent of the Buyer. Any transaction by which the controlling ownership interest in the Seller is sold, conveyed, or assigned by the Seller's equity owners shall be deemed an assignment subject to this restriction.

 

17.2. Notwithstanding the foregoing, the Buyer shall have the right, in the context of any financing or receivables sale, to assign its rights hereunder without the Seller's consent, provided that such assignment shall not relieve the Buyer from its payment or performance obligations.

 

17.3. The Seller shall impose obligations corresponding to these Conditions on any subcontractors it engages for the performance of the agreement.

 

 

Article 18 - Confidentiality

 

18.1. The Seller shall maintain strict confidentiality with respect to all operational events, facilities, plants, documents, business information, and other matters relating to the Buyer or its customers which become known to the Seller in connection with its activities for the Buyer, both during and after the term of the agreement, and also following the submission of offers or after the completion of the contract.

 

18.2. The Seller shall impose corresponding confidentiality obligations on its employees, agents, and subcontractors.

 

 

Article 19 - Data Protection

 

19.1. Each party shall comply with all applicable data protection and privacy laws and regulations in connection with the execution and performance of this contract, including where applicable the EU General Data Protection Regulation (GDPR) and any other relevant data protection legislation.

 

19.2. Each party may collect and process personal data of the other party's personnel solely for the purposes of: (i) Know Your Customer (KYC) procedures; (ii) contract negotiation, execution, and administration; (iii) compliance with legal obligations; and/or (iv) establishment, exercise, or defence of legal claims.

 

19.3. Each party shall ensure that: (i) personal data is collected and processed lawfully, fairly, and for specified, legitimate purposes; (ii) appropriate technical and organisational measures are implemented to safeguard personal data against unauthorised access, loss, or misuse; (iii) any personal data breach affecting the other party is promptly notified; and (iv) reasonable cooperation is provided in responding to requests from data subjects or competent authorities.

 

 

Article 20 - Notices

 

20.1. All notices to be given by the Buyer to the Seller shall be valid if sent by registered letter (preceded, where applicable, by an e-mail with read receipt) or by e-mail with acknowledgement of receipt, addressed to the Seller's registered office or to the contact details specified in the purchase order.

 

20.2. All notices to be given to the Buyer by the Seller shall be valid only if sent by registered letter (preceded by an e-mail with read receipt) or by e-mail with acknowledgement of receipt, followed by a written confirmation, addressed to the Buyer's registered office.

 

20.3. Notice by registered letter shall be deemed effective within three (3) business days of the date of sending (the postmark being conclusive proof). Notice by e-mail shall be deemed effective upon confirmation of receipt by the addressee.

 

20.4. Any change of address or contact details must be notified to the other party as soon as possible.

 

 

Article 21 - Governing Law, Jurisdiction, and Dispute Resolution

 

21.1. Unless otherwise agreed in a specific contract, the present Conditions,as well as the contractual relationship between the parties, and all agreements to which these Conditions apply shall be governed by and construed in accordance with the laws of Belgium, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980) and the Convention on the Limitation Period in the International Sale of Goods (1974).

 

21.2. Any dispute, controversy, or claim arising out of or in connection with the formation, execution and interpretation of these Conditions as well as relating to all agreements to which they apply, including any question regarding its existence, validity, or termination, which cannot be resolved amicably, is subject to Belgian law and to the exclusive jurisdiction of the courts of the judicial district of Liège. The parties agree to comply without delay with any judgment rendered.

 

21.3. For sellers with their registered seat outside the European Union, disputes shall be settled under the ICC Rules of Arbitration by a sole arbitrator appointed in accordance with those Rules. The seat of arbitration shall be Brussels. The arbitration shall be conducted in the English language. Each party shall bear its own legal fees.

 

21.4. The Buyer may, additionally, take legal action against the Seller at the Seller's place of jurisdiction.

 

21.5. Unless otherwise agreed, the place of performance for deliveries and services shall be the destination designated by the Buyer.

 

 

 

 

Article 22 - Language and Applicable Version

 

22.1. These General Terms and Conditions of Purchase are executed in the English language. The English version shall be the definitive and controlling version in all cases of doubt or discrepancy. Any translation into another language is provided for information purposes only and shall not affect the interpretation of the English version.

 

22.2. If any provision (or part thereof) provided for in these General Terms and Conditions of Purchase or in the contract concluded between the parties is deemed invalid or unenforceable, it shall in no way affect the validity and enforceability of the remaining provisions which shall remain fully valid and applicable. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely aligns with the purpose and intent of the original provision.