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GENERAL PURCHASING CONDITIONS VDH SOLAR WHOLESALE B.V.

Located at Finlandlaan 1 in (2391 PV) Hazerswoude-Dorp. Registered with the Chamber of Commerce under number 63311941.

  1. General
    1. These general purchase conditions apply to the conclusion, implementation and termination of agreements between VDH Solar Groothandel B.V. or a group company within the meaning of Article 2:24b of the Dutch Civil Code ("VDH Solar") and a supplier ("Supplier"). Deviations from and/or additions to these General Purchase Conditions can only be expressly agreed in writing between VDH Solar and the Supplier. General terms and conditions, under whatever name, of the Supplier shall expressly not apply. Should the content of the Agreement deviate from the content of these General Purchase Conditions, the content of the Agreement shall prevail.
    2. An Agreement, as referred to in these General Purchase Conditions, shall be deemed to have been concluded as long as and insofar as VDH Solar has accepted an offer by placing a written order with a Supplier for the purchase of goods and/or services. Where in these General Purchase Conditions reference is made to "goods", this shall, in so far as applicable, also include the "services" provided by the Supplier.
    3. Quotes/offers originating from the Supplier are irrevocable and have a minimum period of validity of 30 days following their receipt by VDH Solar.
    4. All costs incurred by the Supplier in connection with issuing a quotation shall be payable by the Supplier.
  2. Price, payment and security for advance payment
    1. Unless otherwise agreed in writing, agreed prices are fixed and exclusive of VAT, but inclusive of all (other) taxes, levies and costs.
    2. If there are changed circumstances that (should) lead to a lower price, as a result of currency fluctuations for example, or if the Supplier reduces the prices of goods that have already been offered or delivered to the VDH Solar at a higher price, the price already agreed between the VDH Solar and the Supplier shall be reduced accordingly. This right of VDH Solar shall apply until it has delivered the goods in question to its customer.
    3. Unless otherwise agreed in writing and insofar as the Supplier fulfills its obligations, VDH Solar shall pay invoices within 60 days of receipt of a proper invoice as described below. Invoices are eligible for payment only if correctly itemized, if they contain the relevant and correct reference or purchase order number . Incorrectly specified invoices will be returned to the Supplier and may result in delayed payment.
    4. Payment by VDH Solarimplies in no way a waiver of any right pursuant to the agreement between the parties, these terms and conditions or the law. Payment cannot be interpreted as any acknowledgement by VDH Solar of the soundness of the goods delivered and/or services rendered, and does not release the Supplier from any liability in that respect.
    5. Payment releases VDH Solar from any obligation arising from the relevant agreement and cannot be regarded by the Supplier as payment of any other claim asserted by the Supplier against VDH Solar.
    6. The Supplier shall not increase the agreed prices during the term of the agreement. If a price increase is agreed to by both parties, the increase shall not take effect until 3 months after the agreement.
    7. VDH Solar is at all times entitled to set off any claims of the Supplier against VDH Solar against claims VDH Solar has against the Supplier for whatever reason.
  3. Delivery, packaging
    1. Unless otherwise agreed in writing, deliveries must be made 'Delivered Duty Paid' (in accordance with the relevant provisions of the latest version of the Incoterms) to the place indicated by the VDH Solar, accompanied by an appropriate waybill. The delivery deadline shall take effect at the time the agreement is concluded and shall be final. Exceeding the delivery deadline means that the Supplier is in default without notice of default. The Supplier is obliged to give VDH Solar timely and adequate advance notice of delivery and of any threat of the delivery deadline being exceeded.
    2. In the event of late delivery by the Supplier, VDH Solar shall be entitled, by way of compensation, to a discount of 1% on the agreed price of the late goods for each day that the delivery is late, with a maximum of 10%, without prejudice to VDH Solar's right to full damages. In the event of late delivery, VDH Solar shall also be entitled to terminate the relevant agreement with the Supplier and be entitled to claim full damages, without any liability to the Supplier.
    3. The goods and/or related materials shall be packaged and preserved in such a way as to ensure protection against external influences. In doing so, the Supplier is obliged to follow any instructions given by VDH Solar.
    4. The Supplier guarantees that at all times it has sufficient stock of the goods and/or related materials to meet VDH Solar's requirements, the starting point being that the requirements are in any event at least equal to VDH Solar's requirements over the last 3 months.
    5. Each delivery of goods will include a certificate of analysis.
  4. Transfer of risk and ownership
    1. Supplier warrants that full and unencumbered ownership of goods is delivered.
    2. Goods and/or related materials shall remain at Supplier's risk and expense until delivered in accordance with the applicable Incoterms (latest version).
    3. Ownership of the goods shall pass from Supplier to VDH Solar at the time of delivery, unless (i) otherwise agreed between the parties, or (ii) if the goods are rejected by VDH Solar in accordance with the provisions of Article 6.
  5. Inspection and quality control
    1. Without prejudice to any other rights, including the rejection of goods, VDH Solar reserves the right to inspect, control and/or test the goods delivered or to be delivered as well as the Supplier's production site, either by its own action or through an opposing party, regardless of where the goods or the production sites in question are located with reasonable notice. The Supplier shall cooperate in this regard. VDH Solar may furthermore request a product sample free of charge. The costs of inspection shall be borne by the Supplier if it appears that the inspected goods and/or materials do not meet the specifications or general requirements referred to in article 7.
    2. If (part of a shipment or a production batch of the) goods do not conform to the representations and warranties provided in Article 7 and the specifications, VDH Solar may, at its sole discretion, reject the entire shipment or production batch without VDH Solar owing any payment for any part of such shipment or production batch of the goods and without any liability to the Supplier. The Supplier shall compensate VDH Solar for all costs incurred by VDH Solar and all damages suffered and to be suffered by VDH Solar as a result of the rejection of the goods. VDH Solar shall also be entitled to store the rejected goods or have them stored at the Supplier's expense and risk.
    3. Failure to inform the Supplier, or to inform the Supplier in good time, of goods that do not or not sufficiently meet the agreed specifications shall never constitute a waiver of any claims by VDH Solar.
  6. Warranty
    1. The Supplier guarantees that the goods to be delivered and the accompanying documentation shall meet the agreed specifications, properties and requirements or, if nothing has been agreed in this respect, the specifications, properties and requirements that are customary for these goods in the trade.
    2. Supplier further warrants that the goods are suitable for the intended purpose and can be used and processed for that purpose, and that the goods are at all times of a high and durable level of quality and that they meet the conditions laid down by or pursuant to the law and/or the applicable self-regulatory provisions, inter alia with regard to quality, health, safety, environment and advertising.
  7. Services
    1. If and insofar as the work is performed at the VDH Solar's premises, it shall be performed within the working hours applicable there, unless otherwise agreed in writing. At the first request of the VDH Solar, the Supplier shall be obliged to perform the work outside these working hours. Travelling time and waiting time do not count as time worked, and can only be charged to the VDH Solar if there is an express written agreement to that effect between the VDH Solar and the Supplier.
    2. The Supplier shall, at its own expense, arrange in good time for any permits, exemptions, approvals and decisions required for the execution of the work and/or employment of employees.
  8. Intellectual and industrial property rights
    1. The Supplier grants VDH Solar a non-exclusive, irrevocable license under any intellectual property rights and other exclusive rights with respect to delivered goods. Under this license, VDH Solar shall be entitled to use and apply within its own business operations inventions and know-how incorporated in the goods to the extent protected by the said rights, including repairing the goods and/or having them repaired, and it shall furthermore be entitled to supply the goods to third parties, whether or not as a component of other goods. The fee for this license is included in the price.
    2. The Supplier guarantees that the goods do not infringe any intellectual property rights of third parties and shall indemnify VDH Solar and its customers against all costs and damage resulting from any infringement or alleged infringement of such rights.
  9. Confidentiality
    1. The Supplier is obliged to maintain strict confidentiality with regard to all information it obtains in connection with the Agreement or its implementation, including the nature, reason and result of the goods or services it supplies.
  10. On-site instructions and regulations
    1. The Supplier shall at all times comply with the rules applicable to VDH Solar's sites and buildings, such as hygiene and safety regulations.
    2. Only those persons have access to VDH Solar's premises who have been notified by the Supplier to VDH Solar and whose access has been approved by VDH Solar.
    3. Except in the case of intent or gross negligence on its own part or on the part of its managing subordinates, the VDH Solar shall not be liable for any damage, of whatever nature and in whatever manner, occurring during the implementation of the agreement, or caused to the Supplier, to third parties brought in or otherwise involved by the Supplier in the implementation of the agreement, to goods belonging to the Supplier or to such third parties, or to persons employed by the Supplier or by such third parties.
  11. Prohibition of subcontracting and assignment
    1. The Supplier is prohibited from assigning or subcontracting all or part of the Agreement or the performance thereof to third parties without the written permission of VDH Solar. VDH Solar shall at all times be entitled to assign the agreement in whole or in part to any other group company of VDH Solar without the Supplier's permission.
    2. Claims of the Supplier against VDH Solar are not transferable except with the written permission of VDH Solar.
  12. Liability and insurance
    1. Any shortcoming in the Supplier's fulfilment of its obligations entitles VDH Solar to require the Supplier to remedy the shortcoming in whole or in part and/or consequences thereof at the Supplier's risk and expense.
    2. The Supplier is liable for any damage suffered by VDH Solar as a result of or in connection with any shortcoming in the Supplier's fulfilment of its obligations under the Agreement and/or these General Purchase Conditions and/or as a result of or in connection with the acts or omissions of the Supplier or its employees or third parties engaged by it in accordance with Article 11.
    3. The Supplier shall indemnify VDH Solar against, and hold VDH Solar harmless from, any third-party claims and resulting claims resulting from or relating to any failure by the Supplier to fulfil its obligations under the Agreement and/or these General Purchase Conditions.
    4. VDH Solar is not liable for any damage suffered on the part of the Supplier, unless the damage is the result of VDH Solar's management or executive employees employed by VDH Solar.
    5. The Supplier must have valid and adequate liability insurance. This liability insurance must provide sufficient cover to fully compensate VDH Solar for damage it suffers as a result of the Supplier's contractual or extra-contractual liability.
    6. In the case of contracting work, the Supplier should also have a valid and adequate Construction All Risk (CAR). This CAR insurance must include VDH Solar as the client.
    7. At VDH Solar's first request, the Supplier shall provide VDH Solar with a copy of the policy or a certificate of the insurances referred to in this article 12.
    8. The insurances referred to in this article 12 and the policy conditions applicable thereto shall not affect the Supplier's liability for any damage suffered by VDH Solar.
  13. Termination
    1. VDH Solar is entitled to suspend the implementation of the agreement or to terminate or dissolve the agreement in whole or in part with immediate effect by means of a written declaration and without prior notice of default, notification or judicial intervention, while maintaining all the rights to compensation for costs, damage and interest;
      1. if the Supplier fails to meet one or more of its obligations arising from, or otherwise related to, the agreement, or fails to do so on time or properly, or if it has been established that performance without failure will be impossible;
      2. if Supplier is declared bankrupt or its bankruptcy or suspension of payments (provisional or otherwise) is applied for or granted, proceeds to liquidate or discontinue its business, offers a composition, has an attachment levied on (part of) its assets or otherwise appears insolvent;
      3. if major material changes occur in direct or indirect ownership or control relationships in the Supplier's business.
    2. VDH Solar reserves the right to terminate the Agreement at any time for any reason, subject to reasonable notice.
    3. In the event of termination in accordance with the provisions of the Agreement and/or these General Purchase Conditions, neither party shall be liable for any form of damage.
    4. The Supplier is not entitled to suspend its delivery obligations or the performance of services in the event VDH Solar reasonably disputes any amount owed to the Supplier. In the event of termination of the Agreement, existing purchase orders shall be executed in a (legally) satisfactory manner for both the Supplier and VDH Solar, unless otherwise agreed between the Supplier and VDH Solar. VDH Solar is further entitled to use, process or sell the goods VDH Solar has obtained from the Supplier prior to the termination or expiration of an agreement.
    5. Upon termination or expiration of the Agreement (in whole or in part) for any reason, the Supplier shall: (a) with respect to the goods, provide such reasonable transfer assistance as VDH Solar may require to minimize any disruption and ensure the continuity of VDH Solar's business operations; (b) cease use for any purpose and deliver to VDH Solar, in VDH Solar's chosen form, any work product purchased by VDH Solar (whether in final form or not); and seize the use of any intellectual property rights provided to the Supplier under the Agreement.
    6. Termination or expiration of the Agreement shall not relieve the parties from those obligations, which by their nature remain in effect, including but not limited to the provisions on confidentiality, privacy and data protection, liability, intellectual property rights, warranties, applicable law, and dispute resolution.
  14. Force Majeure
    1. Force majeure means force majeure within the meaning of Article 6:75 of the Civil Code. In the event of force majeure, the fulfillment of the obligations of the relevant party under the agreement shall be suspended in whole or in part for the duration of the force majeure situation, without either party being obligated to compensate any damage incurred by the other party as a result.
    2. If the force majeure situation of a party lasts longer than thirty (30) days, the other party has the right to dissolve the agreement with immediate effect and without judicial intervention by means of a registered letter, without such dissolution giving any right to compensation.
    3. Force majeure on the part of the Supplier shall in any case not include: lack of personnel, strikes, non-performance of third parties engaged by the Supplier, failure of auxiliary materials, liquidity or solvency problems of the Supplier and government measures against the Supplier. The foregoing enumeration is not exhaustive.
  15. Other provision, applicable law and competent court
    1. In performing the Agreement, the Supplier shall ensure strict compliance with all applicable laws and regulations and any codes (of conduct) applied by VDH Solar, including in the areas of (but not limited to) privacy/processing of personal data, quality, health, safety and the environment. The Supplier guarantees such compliance by its staff and any third parties it engages.
    2. If one or more provisions of these General Purchase Conditions and/or a contract prove to be invalid or are set aside by a court, the remaining provisions shall remain in full force and effect. The parties shall endeavor in good faith to replace any unenforceable provision of these General Purchase Conditions and/or an agreement with a provision that is enforceable and reflects as closely as possible the intention of the original provision.
    3. Dutch law applies to all obligations between VDH Solar and the Supplier. However, the applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
    4. Any disputes between the parties arising from or otherwise related to any agreement and/or these General Purchase Conditions that fall within the jurisdiction of the civil sector of a court of law shall in the first instance be settled exclusively by the (Interim Injunction Judge of the) District Court of Amsterdam.