Download the General Conditions of Purchase 2022 here

Download here Terms and Conditions of Purchase 2022 [ENG].

1. Definitions

   In these general purchasing conditions, the following definitions apply:

   BW	Civil Code
   Ecorus	the user of these Conditions (which may be Ecorus Energy B.V. or a group company of Ecorus Energy B.V.)
   Goods	all movable items to be delivered by the Supplier to Ecorus (which includes the delivery of software)
   Installation Services	the installation or assembly of the Goods or other movable property by the Supplier
   Supplier	the party with whom Ecorus has entered into an agreement
   Completion date	the agreed date that the Work must be delivered and accepted (subject to reservation, if any) by Ecorus
   Agreement	a Written agreement concluded between Ecorus and Supplier for the supply of Goods and/or Installation Services
   Written	letter, e-mail or other electronic medium
   Terms	these general purchasing conditions
   Work	the Goods installed and/or assembled by Supplier or other movable property (being a work within the meaning of section 7:750BW)

2. Applicability

   1. Once these Conditions apply to a Contract, these Conditions also apply to all future legal relations between Ecorus and Supplier for the supply of Goods and/or Installation Services, unless the parties explicitly deviate from this in Writing. References to general conditions by the Supplier (e.g. on quotations or invoices) once these Conditions have been accepted by the Supplier have no effect unless Ecorus explicitly accepts these general conditions In Writing.
   2. Deviations from or additions to these Terms must be agreed upon in Writing.
   3. In case of conflict between provisions included in the Agreement and these Terms, the provisions of the Agreement shall always prevail.

3. Agreement

   1. Changes to the Contract can only be agreed in writing between Ecorus and the Supplier.
   2. Supplier's quotations are valid for a minimum of 30 days.
   3. If the Contract or other documents prior to the conclusion of the Contract refer to technical, safety, quality or other regulations, the Supplier must know these, unless the Supplier informs Ecorus in writing to the contrary. Ecorus will then inform the Supplier in more detail about these regulations.

4. Goods

   1. Subject to what is provided in the Agreement (and any accompanying technical specification), the Goods to be delivered shall:(a) with respect to quantity, description and quality, be in accordance with what is stated in the Agreement or, in the (partial) absence of the specifications in the Agreement, as included in documentation exchanged between the parties;
      (b) be made of sound materials and be of sound workmanship;
      (c) be similar in all respects to the samples or models, which have been made available or provided by the Supplier;
      (d) deliver the performance (capacity, efficiency, speed, finish, etc.), as specified in the Agreement (or, if not specified, as required for the use thereof).) as specified in the Contract (or, if not specified, as required for their use by Ecorus);
      e) be suitable for the purpose made known to the Supplier;
      f) be safe, comply with the legal requirements, (safety) regulations and customary norms and standards applicable in the country where the Goods are delivered, or of the country of which the Supplier is aware where they will be used by Ecorus; and
      g) if applicable, be accompanied by all necessary (safety) documentation, such as technical, safety and operating instructions.
   2. If the Supplier imports and/or exports the Goods and a permit is required for that purpose, the Supplier shall be in possession of the necessary permits. Supplier shall ensure, at its own expense, the timely acquisition of the permissions, permits or licenses required for the performance of the Agreement and compliance with the conditions set forth therein.
   3. If the Goods contain electronic components, Supplier is responsible for all obligations arising from applicable (recycling) regulations.
   4. Ecorus has the right to inspect the Goods before delivery. If Ecorus exercises this right, the Supplier will cooperate. The Supplier cannot derive any rights from the results of an inspection and does not constitute an acknowledgement that the Goods comply with the warranties provided or conform to the Contract.
   5. Signing for receipt of delivery of the Goods by Ecorus does not constitute acceptance that the Goods comply with the Agreement. Unless otherwise specified in the Agreement, Ecorus is not required to inspect the Goods prior to the actual use of the Goods.

5. Delivery of goods

   1. Unless otherwise stipulated in the Contract, the Goods will be delivered DDP (according to the version of the Incotrems in force at the time the Contract is concluded) to the address specified by Ecorus.
   2. The Supplier is only authorized to make partial deliveries of the Goods if this has been agreed with Ecorus and does not result in an increase in costs and/or longer delivery time for Ecorus.
   3. Delivery before the agreed delivery date is only permitted after prior written approval by Ecorus and does not lead to a change in the originally agreed payment or guarantee period.
   4. Ecorus has the right to postpone the delivery. In this case, the Supplier will store, preserve, secure and insure the items properly packaged, separated and identifiable. The Supplier may charge any reasonable costs associated with this to Ecorus.
   5. Unless otherwise stipulated in the Contract, the agreed delivery time is final. Ecorus shall only be entitled to rescind the Agreement if 14 days have passed after the agreed delivery time and the Supplier has failed to still deliver the Goods within these 14 days.
   6. If timely delivery of the Goods by the Supplier is or threatens to become impossible, the Supplier is obliged to immediately inform Ecorus of this in writing, stating the cause and probable duration of the delay and the measures it has taken and will take.

6. Packaging and marking Goods

   1. The Goods shall be properly packed (unless the nature of the Goods entails that they cannot be packed) and secured so that they are delivered in good condition during normal transportation.
   2. Supplier shall mark the shipment with Ecorus' order and/or reference number and the number of packages.
   3. If loaned packaging is involved, this must be clearly indicated by the Supplier. In all other cases, ownership of the packaging transfers to Ecorus at the time of delivery. Unless otherwise agreed, Ecorus may return loaned packaging at the Supplier's expense and risk.If only Goods are delivered by the Supplier, the provisions of articles 7 and 8 do not apply.

7. Installation Services

   1. If the Supplier provides Installation Services, the Supplier will:a) prior to the conclusion of the Contract or, if not reasonably possible, as soon as possible thereafter:
      - examine whether there are no circumstances that could impede the proper provision of the Installation Services (such as, for example, the unsuitability of the substrate or the unsuitability of items and materials to be installed or processed in the Work and which do not originate from the Supplier);
      - which facilities Ecorus should provide at the place of performance of the Installation Services that the Supplier does not reasonably have to provide itself.
      (b) make use of sound materials and tools when providing the Installation Services;
      (c) provide sufficient, competent and (insofar as required) certified personnel;
      (d) comply with the rules applicable on the construction site (these will be provided to the Supplier by Ecorus in good time before the start of the Installation Services).
   2. Ecorus is authorized to change instructions, specifications and the like concerning the Installation Services. Ecorus may also change the scope of the Installation Services, even if this results in additional work. Changes will be agreed in writing.
   3. If a change as referred to in the previous paragraph in the Supplier's opinion has consequences for the agreed price and/or the agreed time of Delivery, the Supplier shall, before implementing the change, inform Ecorus of this in writing as soon as possible, but not later than within 3 working days after the date of notification of the change, failing which the change shall not affect what has been agreed. If the consequences stated by the Supplier for the price and/or the time of Delivery are not in conformity with the market, Ecorus has the right to terminate the Contract without being liable for compensation.
   4. In any case, additional work shall not include additional work that the Supplier could or should have foreseen at the conclusion of the Agreement or that is the result of a shortcoming on the part of the Supplier.

8. Delivery of installation services
   

   1. As applicable, the Installation Services shall be performed in accordance with the schedule set forth in the Agreement or a schedule established by the parties at a later date.
   2. If it is or threatens to become impossible to meet the agreed Completion Date, the Supplier must inform Ecorus immediately and also confirm this in writing, stating the cause and probable duration of the delay and the measures it has taken and will take.
   3. As soon as the Work is ready to be inspected, the Supplier must inform Ecorus of this in Writing.
   4. If the Work shows defects, the Supplier must remedy these as quickly as possible, but at the latest within 5 working days after the defects have been made known to the Supplier. Ecorus does not have to give the Supplier the opportunity to repair defects if this cannot be required of it on the basis of Article 7:759 of the Civil Code.Article 9 applies only if the Supplier has concluded an agreement with Ecorus Projects B.V.

9. Timely delivery

   1. Supplier is aware that the Goods and/or Installation Services are provided for the purpose of building a solar installation. If Supplier fails to deliver the Goods and/or Installation Services on time, this may lead to additional costs for Ecorus (e.g. postponement of already planned work that can only take place after delivery of the Goods and forfeiture of penalties for late delivery of the solar installation). If Supplier exceeds the agreed delivery date of the Goods, Ecorus is authorized to impose an immediately payable penalty of 1% per day, calculated on the total price of the Goods and/or Installation Services, up to a maximum of 10%, on Supplier without prior notice of default. If Supplier provides not only Goods but also Installation Services, Supplier forfeits the foregoing penalty only if it exceeds the Completion Date.
   2. The indebtedness of this fine does not affect Ecorus' right to fulfillment, compensation and dissolution. However, the forfeited fine will be deducted from any compensation claim.

10. Warranty

    1. The Supplier guarantees, whether or not in addition to the manufacturer's guarantee (see Article 10.2), that the Goods and/or Work will not show any defects during the guarantee period stated in the Contract or, in the absence thereof, within a period of 2 years after (Completion) delivery. Ecorus is entitled to transfer this guarantee to its customers who receive the Goods or Work delivered from Ecorus. If defects occur in the Goods and/or Work during the guarantee period, the Supplier is obliged to remedy these defects as soon as possible free of charge (by repair or replacement) and to compensate Ecorus for the costs and damage suffered as a result. Goods or parts of Goods that are replaced must be new. Excluded from the guarantee are defects resulting from incorrect use or maintenance of the Goods and/or Works, unless this incorrect use or maintenance has been done by the Supplier, its subcontractors or persons who fall under the responsibility of the Supplier and/or its subcontractors The guarantee provided does not affect Ecorus' legal rights.
    2. Upon delivery, Supplier shall provide a market-based manufacturer's warranty. Ecorus is entitled to transfer this manufacturer's warranty to its customers. If Supplier is not also the manufacturer of the Goods, Supplier guarantees the transferability of the manufacturer's warranty. The foregoing does not affect the guarantee which Supplier provides to Ecorus on the basis of Article 10.1.

11. Pricing, billing and payment

    1. Agreed prices are in Euro, exclusive of sales tax and fixed (changes in cost price factors shall be borne by the Supplier). Prices shall, unless otherwise stipulated in the Agreement, include all costs for performance of the Agreement, including costs for excise duties, taxes, transport, insurance, packaging and any repossession of packaging, as well as the costs for import and export of the relevant goods and the costs due to foreign payments.
    2. Payment of the invoice takes place within 30 after delivery or completion, unless another payment term has been agreed in the Contract.11.3. Upon Delivery of a Work, Ecorus shall have the authority, in cases to be determined by it, to pay part of the price, either through an escrow account or directly to the Tax Authority concerned. This portion will be the amount for which Ecorus is jointly and severally liable in its estimation under the "Chain Liability Act" or other regulations. The Supplier shall indemnify Ecorus against any claim by the Tax Office in this respect.

12. Transfer of risk and ownership

    1. The Goods and/or Works are at Supplier's risk until delivery or completion.
    2. Unless there is advance payment (in which case the following paragraph applies), ownership of the Goods and/or Works will transfer to Ecorus at the time of delivery or completion. If the Supplier delivers the Goods and also performs Installation Work, ownership of the Goods will pass at the time of delivery (and not only on the Completion Date).
    3. In case Ecorus makes payments before delivery of the Goods, such part of the ownership of the Goods as corresponds to the value of the payment made shall pass to Ecorus at the time of payment. The Supplier must keep the Goods whose ownership already passes to Ecorus before delivery clearly marked as Ecorus' property.
    4. If Ecorus supplies or provides items to the Supplier for a Work, such as raw materials, semi-finished products, materials and parts, models, specifications, drawings, software and data carriers, these items will remain Ecorus' property. Ownership of the Works in which these Ecorus materials are incorporated already transfers to Ecorus at the moment these items are delivered to the Supplier. The Supplier must keep these items clearly marked as the property of Ecorus and will bear the risk of these items until delivery.

13. Intellectual property rights: licensing

    1. If the delivered Goods or related documentation are subject to intellectual property rights, Ecorus will acquire the right to use them free of charge by means of a non-exclusive, worldwide, perpetual license. This right of use by Ecorus includes the right to grant a right of use to its group companies and customers and, insofar as necessary for the use or maintenance of the Goods on behalf of Ecorus, its group companies or its customers, to third parties involved in this (e.g. maintenance partners).
    2. The Supplier guarantees that the Goods do not infringe any intellectual property rights of third parties. The Supplier indemnifies Ecorus against claims by third parties for (alleged) infringements in this respect and will compensate Ecorus for all damage suffered by it as a result.

14. Indemnification and insurance

    1. The Supplier shall indemnify Ecorus against claims by third parties resulting from a shortcoming by the Supplier under the Contract or resulting from defective products as referred to in Article 6:186 of the Civil Code (product liability) or unsafe Works (hereinafter collectively: Defective Products). Ecorus will inform the Supplier of such claims within a reasonable time, sending the necessary details.
    2. In case of Defective Products the Supplier also fully indemnifies Ecorus for all costs incurred for: (i) establishing that there are Defective Products, (ii) establishing the damage Ecorus and its customers suffer as a result; and (iii) taking the Defective Products out of operation at its customers. The foregoing is without prejudice to Ecorus' right to recover (other) damages it suffers from Supplier.14.3. Supplier shall take out and maintain proper insurance with respect to the risks that may reasonably result from its operations.

15. Termination

    1. Ecorus is entitled to rescind or terminate the Contract in whole or in part without further notice of default by means of a Written statement (at its discretion) if the Supplier is declared bankrupt, has applied for a moratorium, has shut down or liquidated its business, a considerable part of its assets is attached or it transfers its business to third parties. This right of Ecorus is without prejudice to the rights to which Ecorus is entitled on the basis of the law and the other provisions of these Conditions and/or the Contract.
    2. In case of termination of the Contract by Ecorus on the basis of these Conditions or the law, Ecorus owes the Supplier no other (compensation) than the fees already payable at the time of termination of the Contract.15.3. In case of bankruptcy of the Supplier, Ecorus is entitled to an immediately payable penalty. If the Supplier goes bankrupt before the delivery or completion of the Goods and/or the Installation Services, this penalty amounts to 25% of the agreed price. In the event of bankruptcy after (on) delivery of the Goods and/or the Installation Services, that penalty amounts to 10% of the agreed price. This penalty fixes the damage suffered by Ecorus.

16. Ecorus Code of Conduct

    1. Supplier undertakes to comply with the Ecorus Code of Conduct (based on the UN Global Impact) when performing the Agreement. Violation of this code entitles Ecorus to dissolve the Agreement (in whole or in part) without further notice of default by means of a Written declaration.

17. Secrecy

    1. Supplier will keep the nature and content of the Agreement as well as other non-public business information about Ecorus confidential and will not disclose anything about it without Ecorus' Written permission.

18. Applicable law and disputes

    1. The Contract, of which these Conditions are a part, and legal relations between Supplier and Ecorus resulting from it are exclusively governed by Dutch law, to the exclusion of the Vienna Sales Convention.
    2. All disputes arising out of or related to the Agreement shall be settled exclusively by the competent court in Amsterdam.