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Purchase conditions

1. General provisions
In these general conditions of purchase, PION Cable Protection shall mean PION Kunststoffen B.V. of Amersfoort.

2. Applicability
2.1 These terms and conditions shall apply to all purchase agreements whereby PION Cable Protection buys one or more items and to all agreements of assignment whereby PION Cable Protection issues orders to perform work as well as to agreements of contracting work, irrespective of whether these agreements are concluded orally or in writing.
2.2 Deviations from these terms and conditions shall only apply insofar as they have been expressly agreed by the parties in writing. The other party cannot derive any rights from such deviations with regard to subsequently concluded agreements.

3. Offers and order confirmations
3.1 If the other party is requested by PION Cable Protection to make an offer and the other party complies with this request without expressly rejecting the applicability of these general purchase conditions in writing, the offer shall be deemed to have a validity period of at least 30 calendar days from the date on which the offer is made, regardless of any shorter period stated in the offer.
3.2 Agreements concluded orally must be confirmed in writing by PION Cable Protection. Until such time as this written confirmation is received by the other party, PION Cable Protection may, if there was an offer by PION Cable Protection, withdraw its offer and, if there was an offer by the other party, its acceptance in writing. If PION Cable Protection has not confirmed in writing a request to this effect from the other party within five calendar days of this request, PION Cable Protection's offer, or PION Cable Protection's acceptance, shall be deemed revoked and the agreement shall be deemed not to have been formed.
3.3 PION Cable Protection shall not be obliged to pay any compensation for any loss suffered by the other party in connection with revocation by PION Cable Protection as referred to in Article 3.2.

4. Prices and invoices
4.1 Unless expressly stated otherwise in writing, all prices stated or agreed upon shall be fixed, exclusive of turnover tax, but inclusive of all costs incurred by the other party in connection with performance of the agreement, such as packaging costs and, in the event of work to be performed by the other party, costs in connection with materials and parts to be used in the process. Prices of goods apply free at place of delivery
4.2 If the other party delivers more or other goods or performs more or other work than originally agreed, any additional prices related to this can only be passed on to PION Cable Protection if PION Cable Protection has expressly accepted these price increases in writing prior to delivery or performance of the work.
4.3 All prices must be denominated in Euro.
4.4 The other party must send PION Cable Protection a sufficiently specified invoice (stating the order number) for the goods delivered or to be delivered by it or the work carried out or to be carried out by it. The invoices must be accompanied by receipts/papers signed for approval by an authorised representative of PION Cable Protection.
4.5 PION Cable Protection shall only be obliged to pay after the expiry of 60 calendar days after receipt of this invoice, but in no case within 60 calendar days after ownership of the relevant goods has passed to PION Cable Protection or the relevant work has been carried out.
4.6 The invoices to be sent by the other party to PION Cable Protection must meet the requirements laid down in or pursuant to the Turnover Tax Act. If the agreement is subject to the Sequential Liability Act, these invoices must also comply with the requirements laid down in or pursuant to this Act.
4.7 Invoices that do not comply with the requirements set out in the previous paragraphs of this article will not be considered and will not be paid.

5. Delivery and risk
5.1 The goods or the work must be delivered or performed by the other party at its expense and risk at the place agreed by the parties. If no place has been agreed by the parties, the goods must be delivered or the work performed at the PION Cable Protection branch. .
5.2 Ownership of the goods that are the subject of the agreement between the parties shall pass to PION Cable Protection at the time the goods are actually made available to PION Cable Protection , or to the third party to whom the goods are to be delivered in accordance with Article 5.1. Until that time, the goods are entirely for the account and risk of the other party.
5.3 The agreed delivery time or the agreed time within which the work must be performed shall be binding and shall be regarded as a deadline. If the other party can nevertheless reasonably foresee that the agreed delivery time or the agreed time within which the work must be carried out cannot be met, it must inform PION Cable Protection of this in writing as soon as possible.
5.4 Except in the event of force majeure on the part of the other party, in the event of exceeding the deadlines referred to in Art. 5.3, without any further notice of default being required, PION Cable Protection shall be entitled to an immediately due and payable penalty of 5% per day of the agreed price of the goods to be delivered or the work to be performed over the period that the other party is in default of timely performance, notwithstanding the possibility to dissolve the agreement in whole or in part or to claim alternative or additional compensation.

6. Guarantees
6.1 On PION Cable Protection's first demand, the other party shall be obliged to repair at its own expense all faults and defects arising in respect of goods delivered by the other party within 12 months of delivery within a reasonable period set by PION Cable Protection or, if repair is not reasonably possible, to replace the goods with comparable sound goods. In the event the other party fails to meet the aforementioned repair or replacement obligation, PION Cable Protection shall be entitled to repair the faults or defects or have them repaired or to replace or have them replaced, in which case all costs shall be borne by the other party.
6.2 The other party guarantees the soundness of the activities it has performed for a period of 12 months after these activities have been completed. If it appears within this term that the other party has failed in the performance of its activities in any way, the other party must still perform its activities properly, all costs of which, including costs related to materials or parts to be used in the (replacement) activities, shall be for the account of the other party.
6.3 The warranty provisions in Articles 6.1 and 6.2 do not affect any claims to which PION Cable Protection is or would otherwise be entitled by law in connection with any shortcoming of the other party in the fulfilment of any obligation arising from the agreement.

7. Quality 
The other party guarantees that the goods delivered are:

  • of good quality, without defect in design, construction, assembly and materials;
  • assembly and materials; in accordance with the requirements in the agreement, the documents accompanying the agreement and/or documents made available, as well as the requirements arising from the standards applicable to the goods in question;
  • in accordance with the requirements set by the authorities and suitable for the purpose for which they are intended.

8. Liability and indemnity
8.1 PION Cable Protection shall not be liable for damage of any kind suffered by the other party, related to or arising from the performance of its obligations in connection with the agreement by PION or auxiliary persons engaged by PION, except and insofar as such damage is the result of the gross fault or intent of its executives.
8.2 Any liability of PION Cable Protection for damage shall be limited to an amount of 5,000.00 per event or series of events with one common cause. Nevertheless, PION Cable Protection shall in no case be liable for damage suffered by the other party to the extent that it exceeds the amount eligible for compensation under PION Cable Protection's corporate liability insurance in the relevant case.
8.3 The other party shall indemnify PION Cable Protection against all claims and (legal) entitlements of third parties, including those at whose premises the other party has performed work on behalf of PION Cable Protection or at whose premises the other party has delivered goods, in connection with damage of any nature whatsoever suffered by these third parties that is in any way connected with the agreement concluded between the parties, or with an unlawful act committed by the other party against PION Cable Protection or an attributable shortcoming by the other party against PION Cable Protection , including exceeding a term as referred to in Article 5.3 referred to. The indemnification obligation also includes the costs reasonably incurred by PION Cable Protection in connection with said claims and (legal) actions.

9. Security
9.1 If PION Cable Protection has good reason to believe that the other party will not meet its obligations punctually, the other party shall be obliged at the first request of PION Cable Protection to immediately provide sufficient security that the obligations will be met, failing which PION Cable Protection shall be entitled to dissolve the agreement with immediate effect without any notice of default being required. Additional (consequential) costs resulting from this shall be borne by the other party.

10. Full or partial dissolution
10.1 In the following cases, the contractor shall be in default by operation of law and the client shall be entitled, without any notice of default or judicial intervention being required, to declare the agreement wholly or partially dissolved, without prejudice to its right to compensation: a. if Subject to the cases regulated by law and further in these general terms and conditions, PION Cable Protection shall be entitled to dissolve the agreement if: the other party is declared bankrupt or a petition for bankruptcy is filed; the other party is granted suspension of payment or a petition for the granting of suspension of payment is filed; the other party is declared subject to the Natural Persons Debt Rescheduling Act or is placed under guardianship; the other party's business is discontinued or liquidated and if a prejudgment attachment or executory attachment is levied against the other party.
10.2 PION Cable Protection is not obliged to compensate the other party for any loss suffered by it in connection with dissolution of the agreement by PION Cable Protection as referred to in Article 9.1

11. Intellectual property
11.1 All documentation, images, drawings, models etc. provided by PION Cable Protection to the other party and all intellectual property rights relating thereto remain the property of PION Cable Protection .
11.2 The other party shall not be entitled to reproduce or disclose to third parties the documents referred to in Article 10.1 or the data contained therein or otherwise made known to it except with the express written consent of the other party.

12. Applicable law/competent court
12.1 The agreement shall be governed exclusively by Dutch law. Any applicability of the Vienna Sales Convention is expressly excluded.
12.2 All disputes under the agreement shall be exclusively adjudicated by the Dutch court within whose jurisdiction PION Cable Protection is established, unless PION Cable Protection as claimant or applicant party chooses to submit the dispute to another competent court in the Netherlands. All this insofar as another court is not competent on the basis of rules of mandatory law.

13. Conversion
13.1 If and insofar as any provision in these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, that provision shall be accorded a meaning corresponding as closely as possible to its content and scope, so that it can be invoked. These conditions have been filed at the Chamber of Commerce and Industry in Amersfoort, the Netherlands.