General Purchasing Terms/Conditions RACE HARDWARE B.V.
1. Definitions
1. Capitalized terms in these General Purchasing Conditions have the following meaning:
(a) Services: all Services performed by the Supplier for or on behalf of RACEHARDWARE in the performance of an Agreement whether or not in connection with the supply of Goods, including, but not limited to installation, transportation, maintenance, development, guidance, research and consultancy, whether or not performed by Personnel;
(b) RACEHARDWARE: the private company RACE HARDWARE B.V.;
(c) Goods: all goods that are delivered under concluded Agreements;
(d) Tools: all made available to the Supplier by RACEHARDWARE or by the Goods and information (carriers) manufactured by the Supplier for the performance of an Agreement, including but not limited to tools, raw materials, parts, components, semi-finished products, drawings, specifications, models, templates, stamps, samples, software, forms, templates, dies, calibers, etc.;
(e) Supplier: the (legal) person or entity with whom RACEHARDWARE Goods and/or Services ordered and/or purchases;
(f) Agreement: all (quotation) requests, orders/purchase orders, assignments and the resulting ones Agreements concluded between RACEHARDWARE and the Supplier and on which these Conditions are declared applicable;
(g) Personnel: Personnel of the Supplier, as well as third parties engaged by the Supplier;
(h) Confidential Information: all information i) about the Terms of the Agreement and all others agreements between RACEHARDWARE and the Supplier, (ii) relating to the delivery of Goods and/or Services and/or Personnel by the Supplier to RACEHARDWARE, its affiliate legal entities and its clients, (iii) about the Tools, (iv) about business processes, strategies, methods and know-how of RACEHARDWARE, its affiliated legal entities and customers, and (v) in which form whatsoever, which has been disclosed in confidence, or which, by its very nature, should be considered confidential be regarded;
(i) Conditions: the present general purchase conditions of RACEHARDWARE.
2. When the contents and the meaning of these general conditions are interpreted, the Dutch text shall always be decisive.
2. Applicability and Voidability
1. Except when, also in view of the nature of the agreed or to be agreed performance, other Terms and Conditions of RACEHARDWARE apply (such as the Terms of Delivery), these Terms apply to and form part of an Agreement between RACEHARDWARE and the Supplier in connection with the supply of Goods or Services by the Supplier. These Conditions also apply to all (other) actions and legal acts between RACEHARDWARE and the Supplier, even when those (legal) acts are not could lead to, or be unrelated to, an Agreement.
2. Unless expressly agreed otherwise in writing, these Conditions take precedence over all others communications (whether oral or written) between RACEHARDWARE and the Supplier with relating to the supply of Goods or Services by the Supplier. The applicability of any general terms and conditions of the Supplier are expressly rejected by RACEHARDWARE.
3. Provisions from these Conditions do not apply insofar as they may conflict with applicable provisions of mandatory law. Should any provision in these Terms be void or otherwise are unenforceable, then that will affect the validity of the remaining provisions in these Terms and the Agreement, unless RACEHARDWARE indicates, and in the given circumstances may reasonably indicate that the provision in question is of great importance to it interest, in which case RACEHARDWARE may terminate the Agreement with immediate effect without notice be liable for any form of compensation.
3. Quotations, offers, changing an Agreement and additional work
1. Costs associated with issuing a quotation or making an offer remain for the account of the Supplier.
2. RACEHARDWARE has the right to unilaterally make changes to an already established Agreement. RACEHARDWARE will notify the Supplier in writing of any change. Means the Supplier states that the change affects the agreed price and/or delivery period RACE HARDWARE thereof at the latest within five calendar days after receipt of the change notice on the amount, failing which the agreed price and delivery period will be maintained.
3. The Supplier is only entitled to carry out additional work after written acceptance by RACEHARDWARE. Additional work performed without the prior written consent of RACEHARDWARE cannot be accepted be taken into account.
4. Supplier Obligations and Warranties
1. The Supplier bears full responsibility for both the delivery of Goods and Services, as well as for its Staff.
2. Does the Agreement refer to technical, safety, quality or other provisions with relating to the Goods and Services and the relevant documents do not conform to the Agreement attached, the Supplier is deemed to be aware of this. These documents are for the supplier binding. If he is not aware of this, the Supplier will immediately inform RACEHARDWARE to inform. RACEHARDWARE will then provide the relevant documents.
3. Contains the text of the documents provided by RACEHARDWARE in the opinion of the Supplier ambiguities, then he is obliged to inform RACEHARDWARE about this immediately in writing failing this, the Supplier cannot derive any rights from ambiguities.
4. After the Agreement has been concluded, the Supplier is obliged at the first request of RACEHARDWARE to provide a production schedule that includes at least design, purchase and/or production of components and/or base material, manufacturing including assembly, testing and delivery dates, a statement of its Personnel responsible for the performance of the Agreement, and other intermediate steps relevant to the production process, all with due observance of what is stated at Agreement has been established.
5. The Supplier bears the costs associated with obtaining the necessary permissions in time, permits and licenses required for the performance of the Agreement and/or necessary in the context of complying with the Conditions contained therein with due observance of these Conditions.
6. The Supplier warrants (that):
a) the Goods are made and the Services are performed by the Supplier itself or an affiliate companies, but not by a third party acting as a subcontractor or otherwise, unless with RACEHARDWARE's prior written consent;
b) the Goods and/or Services are suitable for the purpose for which they are intended;
c) the Goods and/or Services correspond to the written requirements as contained in the by RACEHARDWARE provided purchase order and/or specifications and/or technical requirements and/or other by RACE HARDWARE documents provided;
d) the Goods are of good quality and free from design, execution and/or material defects, and that for the performance of the Services new materials and skilled Personnel are used/deployed;
e) the Goods and/or Services comply with all legal requirements applicable in the Netherlands and with other (international) laws, rules and guidelines, including in particular statutory ones European directives on CE markings and the EU declaration of conformity for machines/safety components and the “manufacturer's declaration” as referred to in Annex II under A and/or B Machinery Directive (2006/42/EC), which statement must be provided by the Supplier;
f) the Goods are delivered with the necessary instructions or technical descriptions, including detailed instructions for storage and (preventive) maintenance, in order to RACEHARDWARE to enable it to use the Goods for the purpose for which they are intended, as well as all relevant certificates, declarations, attestations, assembly instructions, operating instructions, specifications, drawings, reports, tax records and other documents;
g) if Services are provided against compensation for costs incurred and hours worked, the Supplier shall keep records of all costs, expenses and hours worked and RACE HARDWARE will give access to it;
h) the quality and the result of the Services and that the Supplier performs the Services In accordance with the requirements and specifications of the Agreement, with due observance of such a degree of care, competence and professionalism as may reasonably be expected and with the use of sound and well-maintained materials and suitably qualified Personnel;
i) he will refrain from any changes or deviations from what has been agreed in the Agreement in respect of the Goods and/or Services, including, but not limited to, material, design, specifications or quality, such as, for example, the color, quantity, size, weight or hardness, regardless of whether those changes or deviations affect the fit, shape or function of those Goods.
7. The Supplier warrants that the Goods delivered under the Agreement and required maintenance procedure to keep the Goods in good condition, can be purchased/obtained by RACEHARDWARE for a period of 10 years.
8. If it appears during the performance of the Agreement that the Personnel of the Supplier are of the opinion of RACEHARDWARE does not function in the interest of the proper execution of the Agreement and/or the Personnel cannot continue their work for whatever reason, RACEHARDWARE has it right to have the person concerned replaced by the Supplier without additional costs.
9. The replacement of Personnel requires the prior written consent of RACEHARDWARE, unless replacement is necessary due to termination of employment or long-term incapacity for work. That applies here the Supplier makes replacement Personnel available at no additional cost with a comparable have expertise, training and experience as agreed in the Agreement.
10. Replacement of Personnel will be short term - but no later than two weeks or as much shorter as necessary in the opinion of RACEHARDWARE – provided by the Supplier. The Supplier takes anticipate any costs associated with replacement and training of replacement Personnel account.
5. Warranty Period
1. Appears within a period of 24 months after first use or 36 months after delivery - depending on whichever period expires first - that the Goods and/or Services do not comply with the provisions of Article 4 of these Conditions, the Supplier is obliged within the period indicated by RACEHARDWARE reasonable term - at the first request of RACEHARDWARE and at the discretion of RACEHARDWARE - as soon as possible replace or repair the Goods or have the Services redone as soon as possible and without delay without prejudice to the other rights of RACEHARDWARE.
2. If the Supplier fails to fulfill its guarantee obligations, including those referred to in Article 5.1, then RACEHARDWARE is entitled to terminate the Agreement or to terminate it with immediate effect, , and entitled to at the expense of the Supplier and with or without the help of RACEHARDWARE appointed third parties to replace or repair the Goods or, in the case of a service, perform that service again to be carried out.
3. Defective Goods that are not repaired will be replaced at the option of RACEHARDWARE or by the the Supplier will collect it from RACEHARDWARE free of charge, or at the expense of the Supplier RACE HARDWARE returned to Supplier.
4. The warranty described above shall apply again to the replaced or repaired Goods or re-performed Services or performance of the Agreement.
6. Pricing, Billing and Payment
1. The prices stated by the Supplier in a quotation/offer are fixed and are deemed to include the to be costs for packaging, forwarding or transport, permits, excise duties and insurance, but exclusive of VAT.
2. The Supplier must send RACEHARDWARE one (1) invoice for each purchase order.
3. The Supplier will not invoice before the agreed date of delivery of the Goods and/or performance of Services or the date that the Goods or Services have been accepted by RACEHARDWARE, unless otherwise agreed in writing.
4. The following information must be stated on the invoice:
a) the total value of the Goods and/or Services including any costs referred to in paragraph 1 as well any VAT due;
b) the description of the Goods and/or Services;
c) the amount (per line) of costs incurred and hours worked;
d) the delivery date;
e) RACEHARDWARE's purchase order number;
f) RACEHARDWARE's order line (in the order specified in the purchase order);
g) the article code number of RACEHARDWARE;
h) the country of origin of the Goods;
i) the VAT number of the Supplier and RACEHARDWARE;
j) the statistical number of the delivered Goods; and
k) the Supplier's shipping number.
5. Payments are made within 90 calendar days after the end of the month of the invoice date, unless the Supplier is an SME or self-employed person as referred to in art. 6:119a paragraph 6 DCC in which case a payment term of 30 calendar days after receipt of the invoice applies. Payment does not imply acceptance and does not release the Supplier from any obligation to which it is bound towards RACEHARDWARE.
6. RACEHARDWARE is authorized to pay amounts that it or its affiliated legal entities to the Supplier or the legal entities affiliated with him owes, to be settled with all that RACEHARDWARE has or will have to claim from the Supplier or the legal entities affiliated with the Supplier.
7. If and insofar as RACEHARDWARE would owe interest to the Supplier, this will be simple and equal to the refinancing rate of the European Central Bank (ECB) valid on the due date of the invoice.
8. The Supplier is not entitled to index the prices for the delivery of Goods and/or Services without the prior written consent of RACEHARDWARE.
7. Delivery and packaging
1. Delivery is made on the basis of the INCOTERMS 2020 to the address specified by RACEHARDWARE under the following Conditions:
a) Deliveries to RACEHARDWARE from the Netherlands are made in accordance with DAP;
b) Deliveries to RACEHARDWARE are made from countries in the European Union other than the Netherlands compliant with FCA;
c) Deliveries to RACEHARDWARE from a country outside the European Union are made in accordance with FCA or FOB case of ocean freight, in which case FCA and FOB shipments will be handled using forwarders selected by RACEHARDWARE.
2. The agreed delivery times are strict and fixed and apply to the delivery in its entirety.
3. If the Supplier foresees that the agreed delivery time will be exceeded, it is bound RACE HARDWARE without delay in writing.
4. If the delivery time is exceeded by the Supplier, RACEHARDWARE has the right to apply a discount of 0.5% on the entire order value for each calendar day or part thereof that is exceeded lasts, up to a maximum of 10% of the entire order value, without prejudice to the other rights of RACE HARDWARE in the event of non-compliance or late compliance by the Supplier. In case of exceeding the delivery time, RACEHARDWARE has the right to order another (faster) mode of transport to the Supplier wear. The costs thereof, as well as the costs that may be related to canceling the scheduled transport, shall be borne by the Supplier.
5. Delivery in parts is not permitted, unless RACEHARDWARE has agreed to this in writing in advance agreed, and possibly under conditions to be determined.
6. The Supplier is liable at its own expense - including the costs of storage, maintenance, and insurance against fire and/or theft, and/or loss during storage or transport - the Goods have run out store in storage from the moment the Goods are ready until two at the latest months afterwards.
7. Each delivery or partial delivery must in any case be accompanied by the corresponding certificates and a packing slip stating the order number of RACEHARDWARE and the quantity of Goods to be delivered mention.
8. The Goods must be provided with proper packaging or packaging that is customary in the industry, with observance of the indications and/or marks prescribed by RACEHARDWARE. Packaging materials must be suitable for reuse or recycling and must comply with national and international (environmental) laws and regulations. Can not be the packaging materials reused or recycled, the costs for processing are borne by the Supplier.
9. RACEHARDWARE has the right to refuse delivery and return it at the Supplier's expense or to store it at the place of arrival, if the requirements in paragraphs 5, 7 and 8 of this Article are not met.
10. At the request of RACEHARDWARE, the Supplier is obliged to use the equipment used by the Supplier packaging material at your own expense and risk. RACEHARDWARE has the right to return packaging material at the expense of the Supplier. Available by RACEHARDWARE provided loan packaging, the Supplier must provide RACEHARDWARE with care, insurance and free of charge return.
8. Transfer of Ownership, Risk and Acceptance
1. The ownership and risk (in respect of) the Goods transfers to RACEHARDWARE at the time of actual delivery at the agreed place and the Goods have been accepted by RACEHARDWARE. In if RACEHARDWARE makes payments before delivery, the ownership will be up to the amount paid amount of the Goods to RACEHARDWARE at the time of payment. The Supplier will Individualize goods through unique features and keep them separate for RACEHARDWARE. The The Supplier warrants that full and unencumbered ownership will be provided. The Services become accepted only by written confirmation from RACEHARDWARE.
2. If RACEHARDWARE dissolves the Agreement or replaces the Goods on good grounds the risk in the Goods lies with the Supplier. The Supplier shall then be held liable for the Goods return or replace at your own expense and risk.
3. If RACEHARDWARE provides Tools to the Supplier for the implementation of the Agreement, then these Tools remain the property of RACEHARDWARE. The Supplier bears the risk for loss, damage or theft of these Tools. The Supplier shall provide all RACEHARDWARE available the said Tools (or have them used) exclusively for the implementation of the Agreement. The supplier will immediately return these Tools to RACEHARDWARE at its own expense and risk, after the Agreement has been executed or has come to an end.
4. Tools obtained, made or processed by the Supplier for the purpose of performance of the Agreement, remain or become the property of RACEHARDWARE at the time of creation and shall be held by Supplier for RACE HARDWARE.
5. The Supplier is prohibited from Goods and/or Services without prior written consent using, created with, or based on, Tools of RACE HARDWARE, to use, to make (or have made) (by third parties), to put into circulation, to exploit or otherwise manage and dispose of or provide to third parties. In case of violation of this prohibition, the Supplier forfeits a one-time immediately due and payable fine of €50,000, without notice of default or judicial intervention will be required, as well as a fine of € 2,500 per day or part thereof that the violation continues, without prejudice to the other rights of RACEHARDWARE.
9. Testing and Inspection
1. The Supplier shall provide RACEHARDWARE with all test or inspection certificates or audit reports free of charge RACE HARDWARE reasonably requests.
2. RACEHARDWARE has the right to test and inspect the Goods (or have them inspected) at the Supplier prior to delivery, or at RACEHARDWARE after delivery, or at the customer of RACING HARDWARE after delivery, before accepting the Goods. The Supplier is obligated RACEHARDWARE and/or third parties designated by it fully cooperate with the inspection and testing in provide and at the request of RACEHARDWARE reasonable personnel and material assistance for the inspection and available for inspection. Testing and/or inspection does not release the Supplier from any warranty obligation and/or liability.
3. All costs for or in connection with tests and/or inspections, with the exception of the costs for inspectors appointed by RACEHARDWARE shall be borne by the Supplier.
4. If it appears during inspection and/or inspection that the Goods do not comply with what has been agreed, then RACEHARDWARE shall be entitled to replace all or part of the Goods delivered at Supplier's expense return to the Supplier. RACEHARDWARE is then entitled to repair at its own discretion or replacement, without prejudice to the other rights of RACEHARDWARE in case of non-conformity of the Goods.
10. Intellectual Property Rights
1. Are the Goods, Services and/or additional documentation subject to intellectual property rights of application, then RACEHARDWARE hereby acquires the right of use thereof free of charge by a non-exclusive, royalty-free, worldwide, and perpetual license. This license is deemed by the Supplier to RACEHARDWARE whether or not granted in advance.
2. All intellectual property rights arising from the performance of the Agreement by the The Supplier and/or its Personnel belong to RACEHARDWARE.
3. The Supplier is obliged to unconditionally do everything necessary to enforce the above rights acquire or establish and transfer to RACEHARDWARE.
4. The Supplier warrants that the Goods, Tools or other by the Supplier RACEHARDWARE goods made available do not infringe any intellectual proprietary rights of third parties. The Supplier indemnifies RACEHARDWARE as well as its customers and to it affiliated legal entities against all (possible) claims from third parties based on any (alleged) infringement of such rights and will reimburse RACEHARDWARE and/or its customers and/or to its affiliated legal entities of all damages that RACEHARDWARE and/or its customers and/or affiliated legal entities suffer(s) as a result.
5. All Tools made available to the Supplier by RACEHARDWARE, as well as to RACEHARDWARE belonging intellectual property rights, including know-how are and will remain property of RACEHARDWARE, or at least no rights are transferred in this regard.
11. Disclosure of Information and Confidentiality
1. The Supplier shall, both during the term of the Agreement and for an indefinite period thereafter:
a) all Confidential Information of RACEHARDWARE and its affiliated legal entities secret and confidentially, and will ensure that its directors, Staff (both during the employment relationship as thereafter), representatives and legal entities affiliated with him (together, the “Representatives”) do this;
b) Confidential Information of RACEHARDWARE and its affiliated legal entities in the same manner as the Supplier normally does to protect its own Confidential Information protect against unauthorized disclosures and ensure that its Representatives do the same doing so, whereby the Supplier guarantees that this provides sufficient protection against unauthorized disclosure, duplication or use is offered;
c) Only use Confidential Information of RACEHARDWARE and its affiliated legal entities in the performance of its obligations under the Agreement, and ensure that its representatives also do this;
d) Confidential Information of RACEHARDWARE or its affiliated legal entities only publicly available make to its Representatives if and to the extent reasonably necessary for the exercise of its rights and obligations under the Agreement, whereby it shall appoint the Representatives of the confidential nature of the Confidential Information and a written will require a confidentiality statement that is in accordance with Article 11.1 in terms of content;
e) immediately inform RACEHARDWARE and its affiliated legal entities of a suspected or actual unauthorized disclosure of the Confidential Information, and all reasonable take measures to prevent, limit or resolve such disclosure;
f) Confidential Information of RACEHARDWARE and affiliated legal entities at the first request of promptly destroy or return RACEHARDWARE to RACEHARDWARE; and
g) indemnify RACEHARDWARE and its affiliated legal entities against all damage they suffer as a result of a failure to comply with one or more of the obligations under this Article 11.1.
2. The obligations in Article 11.1 do not apply to information that:
a) must be disclosed pursuant to applicable law, regulation or the rules of any relevant stock exchange, provided that the Supplier is required to disclose the information RACEHARDWARE immediately informs of its disclosure obligation, and cooperates with RACE HARDWARE to prevent or limit disclosure as much as possible;
b) was already in the Supplier's possession without any obligation of secrecy or confidentiality on it moment the Supplier received the information from RACEHARDWARE or its affiliate legal persons;
c) was already in the public domain at the time of disclosure by the Supplier without infringement of this Agreement;
d) independently developed by the Supplier without access to Confidential Information of RACEHARDWARE or its affiliated legal entities.
3. In case of violation of the prohibitions in paragraphs 1 to 2 of this article, the Supplier forfeits an immediately due and payable one-off fine of € 50,000, without notice of default or judicial intervention being required, as well as a fine of € 2,500 per day or part thereof that the violation continues, without prejudice to the other rights accruing to RACEHARDWARE in the event of non-compliance with paragraphs 1 to 2 of this article.
12. Liability and Indemnity
1. The Supplier is liable towards RACEHARDWARE for all damage caused by RACEHARDWARE and those suffered by its affiliated legal entities as a result of product defects and/or design errors and/or any shortcoming in the fulfillment of obligations arising from the Agreement by the Supplier, including any act or omission by the Supplier itself and/or Personnel involved in the implementation of the Agreement.
2. The Supplier indemnifies RACEHARDWARE and its affiliated legal entities against claims from third parties relating to damage caused by the Supplier or which - by reference to paragraph 1 of this article - is at his expense and risk, and for damage, claims and costs incurred arise from the performance of the Agreement by a third party acting as a subcontractor or otherwise, as well as against any claim relating to the Goods and/or Services, based on the Netherlands applicable liability law.
3. The Supplier must take out adequate insurance against liability as referred to in this article keep insured. At the request of RACEHARDWARE, the Supplier shall provide RACEHARDWARE with a proof of insurance.
13. Termination of the Agreement
1. Without prejudice to all its other rights under the Agreement or applicable law, including but not limited to the right to compensation for damage suffered or to be suffered and without any liability, RACEHARDWARE has the right to terminate the Agreement in whole or in part (extra)judicially, if the Supplier, for whatever reason, fails to comply with the fulfillment of any obligations arising from the Agreement concluded with RACEHARDWARE and there there is absenteeism.
2. Without prejudice to all its other rights under the Agreement or applicable law, including but not limited to the right to compensation for damage suffered or to be suffered and without any liability, RACEHARDWARE has the right to with immediate effect and without further notice of default to dissolve the Agreement in whole or in part (extra)judicially, if:
a) the Supplier is declared bankrupt, has applied for or has been granted suspension of payment, goes into liquidation, is subject to an attachment, or his business activities transfers;
b) the Goods and/or Services are not accepted by RACEHARDWARE after inspection or re-inspection;
c) the Supplier offers and/or gives an employee of RACEHARDWARE a gift or other incentives without RACEHARDWARE's written consent;
d) the Supplier fails to comply with the provisions of Article 5.2 and/or 7.4 and/or 8.5 and/or 11 and/or 16 of these Conditions;
e) RACEHARDWARE, in its opinion, cannot reasonably be required to continue the Agreement, subject to the obligation to pay a pro rata compensation to the Supplier for the any part of the Goods and/or Services already delivered and accepted by RACEHARDWARE.
3. The Supplier can only dissolve the Agreement due to an attributable shortcoming in the fulfillment of the Agreement if he has given RACEHARDWARE notice of default by registered letter with a description of the shortcoming that is as detailed and complete as possible, including at least three (3) times a reasonable term is set for remedying the shortcoming and this reasonable term at least three (3) times has passed and RACEHARDWARE continues to fail in the fulfillment of material obligations under the Agreement.
4. In the event of dissolution, the risk of Goods already delivered lies with the Supplier.
5. RACEHARDWARE is at all times entitled to terminate the Agreement in writing with due observance of a notice period of 30 days.
6. In the event of dissolution or cancellation, the Goods that have been handed over to the Supplier or a third party for safekeeping promptly returned to RACEHARDWARE at Supplier's expense. At such termination, RACEHARDWARE has the right to access without prior written consent to the place where the Goods are located and to take them with you.
7. Terms that are intended to continue after termination of the Agreement, or by their nature continue after the end of the Agreement, remain in full force after termination or dissolution of the Agreement.
8. On the date on which the Agreement is dissolved or terminated, the Supplier and the Supplier shall ensure that its affiliated legal entities and Personnel shall:
(a) immediately (i) cease using all Tools and Confidential Information, (ii) all Tools and Confidential Information in their possession to RACEHARDWARE in the format and on the data carrier requested by RACEHARDWARE, and (iii) all Tools and Confidential Information remove their computer hardware and data carriers; and
(b) provide RACEHARDWARE with written confirmation that the Supplier, its affiliates legal entities and its Personnel have fulfilled their obligations under this Article 13.8.
14. Assignment, Subcontracting and Pledge
1. Without the prior written consent of RACEHARDWARE, the Supplier is not authorized to outsource the performance of the Agreement or any part thereof to third parties, nor the rights and to transfer obligations arising from the Agreement in whole or in part to third parties or to claims that the Supplier has against RACEHARDWARE under the Agreement against third parties cede or pledge. This clause should be regarded as a clause within the meaning of Article 3:83 paragraph 2 Civil Code.
2. RACEHARDWARE cannot exercise its rights and obligations under the Agreement or these Terms transfer. The Agreement or these Terms shall inure to the benefit of successors or assignees of RACEHARDWARE.
3. If the Supplier makes use of third parties, it is obliged to RACEHARDWARE a to send a copy of his order to or Agreement with these third parties (without quotation).
15. Compliance
1. The Supplier confirms that it has taken note of the “Supplier Code of Conduct” and warrants to comply with them at all times. The RACE HARDWARE Supplier Code of Conduct will be sent to the Supplier upon request.
2. The Supplier warrants that it will comply with all applicable foreign and/or domestic laws regulations, including, but not limited to, the laws and regulations pertaining to export and import, anti-corruption, conflict minerals, foreign labor, tax law, the social security legislation, including obligations related to the Implementation Agency Employee insurance schemes (UWV), as well as in particular Regulation (EC) 1907/2006 (REACH) and Directive 2011/65/EU (RoHS). The Supplier shall indemnify RACEHARDWARE against any claims of foreign and/or domestic governments or agencies in this regard.
3. The Supplier is expected to conduct its business in an environmentally responsible and efficient manner operates in accordance with applicable law and internationally accepted standards.
16. Data Protection
Each party shall at all times comply with its respective obligations under applicable law and data protection regulations. Insofar as the Supplier processes personal data at for the benefit of RACEHARDWARE, the Supplier becomes a processor within the meaning of the General Regulation data protection (GDPR). The Supplier will then be bound by RACE HARDWARE to enter into an agreement as referred to in Article 28 paragraph 3 AVG in a form as prescribed by RACING HARDWARE. The Supplier is not entitled to use personal data that it becomes available in any way to use (or cause to be used) in whole or in part other than for the performance of the Agreement, unless this is based on grounds of a legal basis is permitted.
17. Force majeure
1. Force majeure within the meaning of Section 6:75 of the Dutch Civil Code explicitly does not include: (i) force majeure of (sub)contractors and/or Suppliers of the Supplier, (ii) failure to properly comply with obligations of (sub)contractors and/or suppliers, regardless of whether they have been Supplier are prescribed, (iii) defects in software, goods, equipment, materials and/or raw materials whether or not from third parties, regardless of whether they are used by RACEHARDWARE or its customer prescribed to the Supplier, (iv) any technical or electrical failure, (v) any failure of the Internet, computer network or telecommunication facilities, (vi) government measures (vii) raw material shortages (viii) pandemics and epidemics, (ix) lack and/or illness of Personnel of the Supplier, (x) unorganized and organized strikes by Supplier Personnel.
2. Each party has the right to dissolve the Agreement in writing if a force majeure situation occurs at the other party exceeds ninety (90) days.
18. Applicable law, competent court and additional provisions
1. Dutch law, with the exclusion of the Vienna Sales Convention 1980 (CISG), applies exclusively to these Conditions and to all Agreements concluded between RACEHARDWARE and the Supplier (or will be concluded), the general (supply) relationship between the parties (if applicable, as well as any claims in tort in connection with an Agreement.
2. All disputes between RACEHARDWARE and the Supplier shall be settled exclusively by the competent court of Central Netherlands in Almere.
3. If a party loses its rights under the law, these Terms and the Terms of a Agreement is not or not immediately exercised, this does not mean that this party no longer has its rights will or may exercise, or whether it has waived its rights. A partial exercise of rights is without prejudice to a party's right to exercise its other rights at a later date.
4. The Supplier is not entitled to delay the fulfillment of its obligations under the Agreement to suspend.
5. The Supplier is not entitled to amounts owed to RACEHARDWARE by virtue of the Set off the Agreement against amounts that RACEHARDWARE owes the Supplier on account of the Agreement.
6. The Supplier does not enter into the Agreement on the basis of any statement, guarantee, undertaking or promise of RACE HARDWARE not explicitly referred to in the Agreement. Liability and the rights of the Supplier on account of error are hereby excluded. This article shows the liability and rights of the Supplier on account of fraud are unaffected.