Purchasing conditions

Definition

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

1. Agreement

   1. Changes to the Agreement can only be agreed in Writing between Ecorus and the Supplier.
   2. Quotations from the Supplier are valid for a minimum of 30 days.
   3. If the Agreement or other documents prior to the conclusion of the Agreement refer to technical, safety, quality or other regulations, the Supplier must be aware of these, unless the Supplier notifies Ecorus to the contrary in Writing. Ecorus will then further inform the Supplier about these regulations.

2. Goods

   1. With due observance of what has been determined in the Agreement (and any associated technical specification), the Goods to be delivered must: a) be in accordance with what is stated in the Agreement in terms of quantity, description and quality or, ) lack of specifications in the Agreement, as included in documentation exchanged between the parties; b) be made of sound materials and be of a sound design; c) be identical in all respects to the samples or models made available or provided by the Supplier; d) deliver the performance (capacity, yield, speed, finish, etc.) as described in the Agreement (or, if not specified, which are necessary for the use thereof by Ecorus); e) be suitable for the purpose made known to Supplier; f) be safe, comply with the legal requirements, (safety) regulations and current norms and standards that apply in the country where the Goods are delivered, or of the country where the Supplier knows where they will be used by Ecorus; and g) if applicable, be accompanied by all necessary (safety) documentation, such as technical, safety and user instructions.
   2. If the Supplier imports and/or exports the Goods and a permit is required for this, the Supplier must be in possession of the necessary permits. The Supplier must, at its own expense, ensure that the permissions, permits or licenses required for the performance of the Agreement are obtained in good time and for compliance with the conditions set therein.
   3. If the Goods contain electronic components, the 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 imply any acknowledgment that the Goods comply with the guarantees provided or comply with the Agreement.
   5. Signing for receipt of the delivery of the Goods by Ecorus does not constitute acceptance that the Goods comply with the Agreement. Unless stipulated otherwise in the Agreement, Ecorus is not obliged to inspect the Goods prior to actual use of the Goods.

3. Delivery goods

   1. Unless stipulated otherwise in the Agreement, the Goods will be delivered DDP (according to the version of the Incotrems that applies at the time of the conclusion of the Agreement) to the address indicated by Ecorus.
   2. The Supplier is only authorized to make partial deliveries of the Goods if this has been agreed with Ecorus and this does not lead to an increase in costs and/or a longer delivery time for Ecorus.
   3. Delivery before the agreed delivery date is only permitted after prior written permission from Ecorus and does not lead to a change in the originally agreed payment or guarantee period.
   4. Ecorus has the right to postpone delivery. In this case, the Supplier shall store, preserve, secure and insure the goods properly packaged, separated and recognisably. The Supplier may charge any reasonable costs associated with this to Ecorus.
   5. Unless stipulated otherwise in the Agreement, the agreed delivery time is strict. Ecorus is only entitled to dissolve the Agreement if 14 days have passed after the agreed delivery time and the Supplier has failed to deliver the Goods within those 14 days.
   6. If timely delivery of the Goods by the Supplier is or threatens to become impossible, the Supplier is obliged to immediately notify Ecorus thereof In Writing, stating the cause and probable duration of the delay and the measures it has taken and still to be taken.

4. Packaging and marking Goods

   1. The Goods must be properly packed (unless the nature of the Goods dictates that they cannot be packed) and secured so that they are delivered in good condition during normal transport.
   2. The supplier must mark the shipment with Ecorus’ order and/or reference number and the number of packages.
   3. If packaging is used on loan, this must be clearly indicated by the Supplier. In all other cases, ownership of the packaging passes to Ecorus at the time of delivery. Unless agreed otherwise, Ecorus can return loaner packaging at the expense and risk of the Supplier.If the Supplier only supplies Goods, the provisions of Articles 7 and 8 do not apply.

5. Installation Services

   1. If the Supplier performs Installation Services, the Supplier shall: a) before the conclusion of the Agreement or, if not reasonably possible, as soon as possible afterwards: • investigate whether there are any circumstances that could hinder the proper provision of the Installation Services (such as, for example, the unsuitability of the substrate or the unsuitability of goods and materials that must be installed or processed in the Work and that do not originate from Supplier); • what facilities Ecorus should offer at the location of the provision of the Installation Services that the Supplier does not reasonably have to provide itself. b) use sound materials and tools when providing the Installation Services; c) ensuring sufficient, skilled and (where required) certified personnel; d) comply with the rules that apply on the construction site (these will be provided by Ecorus to the Supplier in good time before the start of the Installation Services).
   2. Ecorus is authorized to change instructions, specifications and the like regarding the Installation Services. Ecorus can also change the scope of the Installation Services, even if this results in additional work. Changes are agreed In Writing.
   3. If, in the opinion of the Supplier, a change as referred to in the previous paragraph has consequences for the agreed price and/or the agreed time of delivery, the Supplier will inform Ecorus about this as soon as possible, but no later than within 3 working days, before implementing the change. after the date of notification of the change, inform In Writing, failing which the change will have no consequences for what has been agreed. If the consequences for the price and/or the time of Delivery mentioned by the Supplier are not in line with the market, Ecorus has the right to terminate the Agreement without being obliged to pay compensation.
   4. In any case, additional work does 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.

6. Delivery of installation services

   1. Insofar as applicable, the Installation Services must be performed in accordance with the schedule included in the Agreement or a schedule determined by the parties at a later date.
   2. If it is or threatens to become impossible to meet the agreed Delivery Date, the Supplier must immediately inform Ecorus of this and also confirm this In Writing, stating the cause and the probable duration of the delay and the measures it has taken and still to come. take measures.
   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 repair these as soon as possible, but no later than 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 Section 7:759 of the Dutch Civil Code.Article 9 only applies if the Supplier has concluded an Agreement with Ecorus Projects BV

7. Timely delivery

   1. The Supplier is aware that the Goods and/or Installation Services are provided for the purpose of building a solar power installation. If the Supplier does not 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 the delivery of the Goods and forfeiture of penalties for late delivery of the solar power installation ). If the Supplier exceeds the agreed delivery date of the Goods, Ecorus is authorized to impose an immediately due and payable penalty on the Supplier of 1% per day, calculated over the total price of the Goods and/or Installation Services, up to a maximum of 10%, without prior notice of default. If Supplier supplies not only Goods but also Installation Services, Supplier will forfeit the foregoing penalty only if it exceeds the Completion Date.
   2. The indebtedness of this penalty does not affect Ecorus’ right to performance, compensation and dissolution. However, the forfeited fine will be deducted from any compensation claim.

8. Guarantee

   1. The Supplier guarantees, whether or not in addition to the manufacturer’s warranty (see Article 10.2), that the Goods and/or Works are free of defects during the warranty period stated in the Agreement or, in the absence thereof, within a period of 2 years after Delivery or Completion. will show. Ecorus is entitled to transfer this guarantee to its customers who receive the Goods or the delivered Work from Ecorus. If defects occur in the Goods and/or Works during the warranty 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 that are the result of incorrect use or maintenance of the Goods and/or Works, unless this incorrect use or maintenance has been carried out by the Supplier, its subcontractors or persons under the responsibility of the Supplier and/or its subcontractors. The warranty provided does not affect Ecorus’ legal rights.
   2. Upon delivery, the Supplier must 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 that the Supplier provides to Ecorus pursuant to Article 10.1.

9. Pricing, Billing and Payment

   1. Agreed prices are in euros, exclusive of sales tax and fixed (changes in cost price factors are for the Supplier’s account). Unless otherwise stipulated in the Agreement, the prices include all costs for the implementation of the Agreement, including costs for excise duties, levies, transport, insurance, packaging and possible return of packaging, as well as the costs for import and export of the relevant goods. business and the costs of foreign payments.
   2. Payment of the invoice shall be made within 30 days after delivery, unless a different payment term has been agreed in the Agreement.11.3. Upon Delivery of a Work, Ecorus has the authority to pay part of the price in cases to be determined by it, either via a blocked account or directly to the relevant tax authorities. This part will concern the amount for which Ecorus is jointly and severally liable in its estimation on the basis of the “Wet Ketena LIABILITY” or other regulations. The Supplier shall indemnify Ecorus against any claim from the Tax and Customs Administration in this regard.

10. Risk and ownership transfer

    1. The Goods and/or Works are at the Supplier’s risk until delivery.
    2. Unless payment is made in advance (in which case the following paragraph applies), ownership of the Goods and/or Works transfers to Ecorus at the time of delivery. If Supplier delivers the Goods and also performs Installation Work, ownership of the Goods will pass at the time of delivery (and not until the Completion Date).
    3. In the event that Ecorus makes payments prior to delivery of the Goods, title to such portion of the Goods corresponding to the value of the payment made shall pass to Ecorus at the time of payment. The Supplier must keep the Goods of which ownership is already transferred to Ecorus before delivery clearly marked as the property of Ecorus.
    4. If Ecorus makes or provides goods to the Supplier for the benefit of a Work, such as raw materials, semi-finished products, materials and parts, models, specifications, drawings, software and information carriers, these goods remain the property of Ecorus. Ownership of the Works in which these Ecorus materials have been processed will already be transferred to Ecorus at the moment that these items are delivered to the Supplier. The supplier must keep these items clearly marked as the property of Ecorus and bears the risk of these items until delivery.

11. Intellectual property rights: licenses

    1. If the delivered Goods or accompanying 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 of Ecorus also 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 therein (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 from third parties due to (alleged) infringements in this respect and will compensate Ecorus for all damage suffered as a result thereof.

12. Indemnification and Insurance

    1. The Supplier will indemnify Ecorus against third-party claims that are the result of a shortcoming of the Supplier under the Agreement or that arise from defective products as referred to in Section 6:186 of the Dutch Civil Code (product liability) or unsafe Works (hereinafter collectively: Defective Products). Ecorus will notify the Supplier of such claims within a reasonable time, sending the necessary information.
    2. In the event of Defective Products, the Supplier also fully indemnifies Ecorus against all costs incurred for: (i) establishing that there are Defective Products, (ii) determining the damage that Ecorus and its customers suffer as a result; and (iii) removing the Defective Products from operation at its customers. The foregoing does not affect Ecorus’ right to recover (other) damage it suffers from the Supplier.14.3. The Supplier shall take out proper insurance and keep it insured with regard to the risks that may reasonably arise from its business operations.

13. Termination

    1. Ecorus is entitled to dissolve or terminate the Agreement in whole or in part by means of a Written statement without further notice of default or (at its option) if the Supplier is declared bankrupt, has applied for suspension of payments, has shut down or liquidated its business, a substantial part of his assets are seized or he transfers his company to third parties. This right of Ecorus is without prejudice to the rights accruing to Ecorus under the law and the other provisions of these Terms and Conditions or the Agreement.
    2. In the event of termination of the Agreement by Ecorus on the basis of these Terms and Conditions or the law, Ecorus will not owe the Supplier any compensation or compensation other than the compensation that is already due and payable at the time of termination of the Agreement.15.3. In the event of bankruptcy of the Supplier, Ecorus is entitled to an immediately due and payable fine. If the Supplier goes bankrupt before the delivery of the Goods and/or the Installation Services, that penalty shall be 25% of the agreed price. In the event of bankruptcy after delivery of the Goods and/or the Installation Services, that penalty shall be 10% of the agreed price. This fine fixes the damage suffered by Ecorus.

14. Ecorus Code of Conduct

    1. The Supplier undertakes to comply with the Ecorus Code of Conduct (based on the UN Global Impact) in the performance of 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 statement.

15. confidentiality

    1. The Supplier shall keep the nature and content of the Agreement as well as other non-public company information about Ecorus confidential and shall not disclose anything about it without Written permission from Ecorus.

16. Applicable law and disputes

    1. The Agreement, of which these Terms and Conditions form a part, and the legal relationships arising therefrom between the Supplier and Ecorus are governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention.
    2. All disputes arising from or related to the Agreement will be settled exclusively by the competent court in Amsterdam.