General terms and conditions of purchase

1. Definitions

1.1. Where SHI is mentioned in these general terms and conditions, it refers to SHI b.v. or any other affiliated company.
1.2. Where T&C is mentioned in these general terms and conditions, it refers to this document and thus the General terms and conditions of purchase.
1.3. Where supplier is mentioned in these T&C, it refers to the entity which offers goods or services to SHI and with whom SHI is willing to enter into contract.
1.4. Products are the goods or services which are subject of a tender, a quotation request, an offer or purchase order which are either requested by SHI or offered by the supplier.
1.5. A tender is an invitation of SHI to more than one (1) supplier, concerning one or more products where each supplier is asked for a quotation.
1.6. A quotation is a, within a certain but defined time limit, offer of a product done by the supplier.
1.7. A purchase order is a contract in writing from SHI to the supplier in which the products are described including the quantity, price, delivery schedule, etc. When PO is mentioned in these T&C, it refers to the purchase order.
1.8. Whenever a PO is mentioned, the PO must be seen as an agreement or contract where both SHI and supplier have each the full obligation to fulfil the agreement or contract.
1.9. Where supply is mentioned in these T&C, it refers to the delivery of the products mentioned in a PO to the address given by SHI.

2. Application of the T&C

2.1. Unless agreed otherwise, these T&C are applicable on all PO placed by SHI at the supplier during the complete extent of the PO. Whenever a number of PO’s are combined in a contract, these T&C are applicable on the complete contract.
2.2. Deviation of these T&C are only valid if these deviations are importunately and explicitly mutually agreed by SHI and the supplier and the deviation is laid down in writing. The mutually agreed deviation of these T&C is only valid for the extent as laid down in the written consensus of the deviation.
2.3. Any mutually agreed deviation of these T&C are only applicable on the defined deviations. All other parts of these T&C will be completely in force as laid down and intended in these T&C.

3. The conclusion of an agreement

3.1. Any offer is deemed to be irrevocable unless the supplier claims the offer to be revocable. Every offer must contain detailed information concerning the description and specification of the products offered, including the prices.
3.2. A quotation that is originated from outside the European Union, must, unless agreed otherwise, be quoted in USD (United States Dollar) and must be based on FOB (Free On Board) delivery.
3.3. By offering products the supplier also declares the products are in compliance with the at the moment of delivery actual and relevant legal obligations for the country of destination of the products. Whenever the countries of destination are not requested by SHI, the supplier guarantees the products are in compliance with the, at the moment of delivery valid and relevant legislative requirements within the European Union.
3.4. An offer from a supplier is accepted by SHI by written confirmation of the offer by an authorised representative of SHI. SHI will prepare a PO when accepting the received quote. Any PO that is forwarded to the supplier must be confirmed by the supplier by means of writing. When an PO is verbally given, the PO is only valid when this verbally acceptation is confirmed in writing by SHI.
3.5. Unless agreed otherwise, the prices mentioned in the agreement are binding and are deemed to include all duties, taxes and costs for e.g. transport and insurance and fluctuations in exchange rates or prices of raw materials.
3.6. In the case of doubt our silence regarding an offer received by us shall be deemed a refusal.
3.7. Whenever a supplier undertakes any activity to prepare the manufacturing or produce of products in the offer, before the offer is transferred to a PO, the supplier does so at its own risk and cost. This also applies when SHI terminates the negotiation in any phase of coming to a mutual agreement of the PO.
3.8. SHI can cancel any PO whenever SHI receives any information concerning the order in relation to lack of quality and or not in conformity with the applicable legal requirements. This also applies when it appears, the supplier is not able to completely fulfil the PO.

4. Delivery

4.1. All goods are packed in such way that the goods are correct labelled and protected during transport and storage. The used carton for packaging is of such quality the cartons can be stacked up to a height of two (2) meters without deterioration of the carton or the goods inside the cartons. The supplier will be charged in case of damage to the packaging materials or the stored goods, including costs for corrections to be made.
4.2. Unless agreed otherwise, the maximum pallet height for products delivered on pallets is one meter and ten centimetres (1.10m).
4.3. Delivery of goods which are directly imported from outside European Economic Area (E.E.A.), is only allowed with the approval of SHI. This approval will be given after the proof is given the products in the PO follow the product requirements and the order.
4.4. Every delivery will be accompanied with detailed information on the quantity and types of packaging materials and dimensions of the goods. The requested information will be forwarded digitally with use of the supplied template document.
4.5. Delivery of goods from inside the E.E.A. will be delivered per the agreed requirements and PO.
4.6. Any deviation of the PO like delay of the start production date or shipping date, must immediately be notified by the supplier to SHI. This notification must be accompanied with detailed information about the extent of the deviation of the PO.
4.7. In case of delay in delivery of the PO, SHI can cancel the PO.
4.8. In case the delay of a PO results in a penalty imposed by the client, SHI will hold the supplier responsible for the penalty and charge the penalty to the supplier.
4.9. In case a supplier wants to make an early delivery of a PO, this can only be done after SHI accepted the suggested delivery date. If SHI does not accept the early delivery date, the supplier will store the products in such way that they will not be damaged or polluted in any way. It is possible that SHI requires an additional container loading inspection in such a situation.
4.10. All deliveries will be accompanied by the required documentation, declarations and other shipping documents in the original state. All shipping documents are digitally forwarded to SHI before the products are shipped out. The required shipping documents are amongst others an original consignment note, a bill of lading, export certificates, declaration of fumigation – non-fumigation. When goods or a container is not accepted due to incomplete or missing papers, the supplier is held responsible for any loss, damages and consequential damages.
4.11. The goods shall pass to SHI as soon as SHI, or its representative has taken receipt of the goods at the place of delivery, provided the goods are supplied accordingly to the requirements and in good condition.
4.12. Taking the goods in receipt or signing off the delivery documents, does not mean that the quality of the delivered goods meets the requirements or the delivered quantities are in conformity with the statements made on the packing list, bill of lading or invoice.
4.13. In case SHI delivers soft- or hardware to the supplier, including packaging materials, these materials remain the property of SHI. The supplier will handle and store these materials in such way, they do not deteriorate. If the materials get damaged or lost by any other way, the supplier will immediately inform SHI about this, including the extent thereof and the possible consequences for the products already delivered and the running PO-s. The, by SHI delivered soft- or hardware, shall not be used for other applications or other clients, unless agreed otherwise in writing.
4.14. When, for any reason an PO cannot be delivered in time, SHI reserves the right to dissolve the complete PO. In case of any dissolved PO, the supplier shall refund all payments already made by SHI under the agreement in question.

5. Conformity of products

5.1. The supplier ensures the supplied products are following the purchase order and comply with the legal requirements as applicable in the Europe Union or country of destination and, if applicable, the specified requirements.
5.2. Before delivery the supplier will forward the declarations, certificates and test reports necessary to proof the conformity of the products in relation to the legal aspects and safety of the product including chemical safety in the country of intended destination.
5.3. The supplier accepts any third-party inspection or audit when requested and gives aid to the inspector upon request. In case the supplier is allowed to apply a self-inspection of the products, the supplier will use the supplied template checklist.
5.4. The supplier is liable for all damage which might be caused to SHI due to failing of the goods to the requirements as described in the PO, the product specification or otherwise agreed legal and other specified requirements. This applies for non-conformities discovered at delivery or later during use or additional verification tests.
5.5. When non-conforming products are discovered, the supplier will immediately replace or repair the involved goods for his own expenses. If the supplier is not willing to repair or replace the failing products, SHI will charge the supplier with all costs made to undo the non-conformity.
5.6. When the supplier receives information that the goods delivered to SHI are (potentially) unsafe, either mechanical or chemical, the supplier will immediately inform SHI ins writing.
5.7. When SHI discovers any (potentially) unsafe, either mechanical or chemical, product, SHI will immediately inform the supplier. In this case the supplier is hold to analyse the non-conformity and when necessary initiate additional corrective actions.
5.8. The supplier warrants SHI the delivered goods do not infringe any intellectual or industrial property or similar rights of third parties. The supplier is obliged to inform SHI in case such breach might be at hand. The supplier shall be liable for and shall indemnify SHI for all costs, claims and charges in relation to any infringement.
5.9. All non-conforming products, whether it is because of an infringement of intellectual property, or unsafe or failing to comply with legal requirements or intended function, the supplier shall either:
5.9.1. Replace the non-conforming goods at his own expenses;
5.9.2. Take back the non-conforming goods at his own expenses;
5.9.3. Allow SHI to destruct the non-conforming products and compensate SHI for all expenses including the loss of profit and the destruction of the products.
5.10. Costs related to non-conforming products, as described in 5.8 or 5.9, include, amongst others, costs made for testing of the products, claims of clients or consumers, governmental penalties and withdrawal of products from the market.
5.11. The supplier has a product liability insurance of at least ten million Euro (€ 10,000,000.=) or ten million US-dollar (USD 10,000,000.=). When the liability goes over this coverage, the supplier is liable for the exceeding value. A copy of the insurance policy will be shown by the supplier to SHI upon request.
5.12. If a supplier fails to fulfil its obligations within 10 days after a letter of formal notice by SHI, this is a breach of contract. A breach of contract by operation of law shall automatically take effect if compliance with the obligations entered into, is no longer possible or inconvenient. In case breach of contract results in claims or fines, SHI will recover the costs from the supplier
5.13. In case of a breach of contract, SHI can impose a fine in connection with missed turnover and loss of profit and, if relevant, damage caused by the loss of face.

6. Intellectual property

6.1. Without written consent, it is the supplier nor the affiliated subcontractors not allowed to use the trade name or a trademark from SHI on products or packaging other than those that are ordered. This also applies for designs, concepts, lay out of packaging, pictures, moulds, drawings, etc.
6.2. The supplier shall not use any material, including digital information, containing images, wordings or other expressions related intellectual property of SHI to third parties, other than those, necessary for production of the goods that are ordered.
6.3. When for any reason materials, including digital information are not needed or no longer needed for any production, it is the supplier not allowed to (re)use this material for other purposes in a way the materials can be used for trade or other commercial purposes.
6.4. All materials, including digital information, that are made available by SHI for use by the supplier or to be included in any ordered product, remain the property of SHI and remainders shall be returned to or destroyed upon request of SHI.
6.5. The supplier guarantees the he does not infringe intellectual property rights of thirds and indemnifies SHI for any claim of thirds because of these infringements op rights of thirds.

7. Invoice and payment

7.1. The invoice will be sent directly after the goods are delivered or there is proof of fulfilling the agreed services. The invoice shall state at least following information: PO-number of SHI, the date of invoicing, the name and address of the supplier, the date of delivery, the payment deadline, a detailed overview of the items under the delivery with reference to the item numbers of SHI, an ambiguous description per product, the number of supplied items, the price of the goods including the currency, the totals and grand totals. Beside the afore mentioned information, every invoice must contain the relevant banking data, the number under which the supplier is registered at the chambers of commerce.
7.2. The invoice will accordingly to the mutually agreed prices as these are stated on the order confirmation. Additional charges will not be included in the invoice.
7.3. The invoice will contain detailed information with regards to deposits, deductions and discounts applicable.
7.4. Unless agreed otherwise, the invoice will be paid by SHI in sixty (60) days. In any case of dispute related to the delivered goods or services, payment can be delayed by SHI without claim on interest.
7.5. SHI is allowed to deduct any outstanding amount when paying the supplier for example due to short delivery or costs made for corrections of non-conforming products. SHI is obliged to inform the supplier in advance of such deduction.

8. Corporate Social Responsibility

8.1. SHI has a general rule that our suppliers and subsequent their subcontractors must, in all their activities follow the national laws related to the corporate social responsibility, as applicable in the country in which they operate.
8.2. The supplier will implement and work accordingly to ethical standards like BSCI and or SA 8000. The supplier shall not use or take any advantage of child or forced labour or any other labour in violation of the fundamental principles of the international Labour Organisation as translated in the code of conduct of BSCI.
8.3. The supplier will at least implement and work accordingly to all applicable national laws and regulations concerning environment and will have special attention for aspects contributing both climate change and water stress.
8.4. Whenever applicable the supplier and their subcontractors will originate their wood and materials made of wood from controlled woods ad follow the standards, as for a minimum, laid down in the European Timber regulation (EUTR).
8.5. Whenever necessary the supplier will cooperate with an audit on either (parts of) the Corporate Socials Responsibility aspects.

9. Applicable law and competent court

9.1. In case of any dispute, the Dutch translation of these General terms and conditions of purchase is prevalent.
9.2. Dutch law shall be applicable to all legal relationships between SHI b.v. and the supplier. The provisions of the United Nations Convention on Contracts for the International Sale of Products (1980), shall not apply.
9.3. All disputes arising from closed agreements or agreements to be closed, will be submitted exclusively to the court in 's Hertogenbosch, without prejudice to SHI's right to submit disputes to the court of residence of the supplier.

These General terms and conditions of Purchase were adopted on 08-02-2019 and are filed with the Chambers of Commerce in the Netherlands under number 34083276.