1. General principles
1.1 - Introduction and validity of the General Terms and Conditions of Purchase
Only the clauses of our General Terms and Conditions of Purchase and the special terms of the purchase order (or possibly, depending on the context, of a specific contract) are valid. They apply to both the Supplier and its subcontractors. Any other terms stipulated in sales confirmations, invoices and other documents issued by the Supplier are considered null and void, with the exception of those expressly and duly accepted by our company in writing.
1.2 - Definitions
A Contract is an instruction, a purchase order (“PO”, number to be quoted in any correspondence relating thereto), an order confirmation or an order placed by Couplet Sugars SA, a purchase or service contract between Couplet Sugars SA and the Supplier, or an offer accepted in writing (EDI electronic link, e-mail, fax, letter) by Couplet Sugars SA.
1.3 - Contracts
Other contracts, proposed changes or additional agreements are not valid unless approved in writing by Couplet Sugars SA. Therefore, any amendment to the Contract must be made in writing. Verbal agreements or arrangements made by telephone are only binding if confirmed in writing (EDI electronic link, e-mail, fax, letter).
In other words, no verbal or e-mail order shall be recognised unless it is confirmed by a valid purchase order. The Supplier is requested to return to us, within five working days, confirmation of the purchase order, duly signed for agreement, or via e-mail. After this period, we shall consider that the terms of said purchase order have been accepted. Therefore, acceptance of orders or of a purchase contract is equivalent to the Supplier’s unreserved acceptance of all these General Terms and Conditions of Purchase. They are applicable regardless of the order method (EDI electronic link, e-mail, fax, letter).
In particular, the Supplier therefore expressly waives all other clauses or terms which differ from or are contrary to them, regardless of the wording of its own clauses or terms in this regard.
1.4 - Reference to the website
The general terms and conditions as posted on the website may be unilaterally adapted by Couplet Sugars SA. These adapted general terms and conditions shall automatically apply to the contractual relations between the parties, provided the Supplier does not object in writing within two working days of the new terms and conditions being notified, whether by post, fax, e-mail or feedback to the website address on our purchase orders.
1.5 - Partial delivery
Unless otherwise agreed in writing, the Supplier shall not be entitled to make partial deliveries.
1.6 - Subcontracting
The Supplier may only entrust the delivery of the goods or the performance of the services to third parties if it has obtained prior permission from Couplet Sugars SA in writing.
2.1 - Terms of transport
The Supplier shall ensure that the carrier it appoints (or itself, as the case may be) is able to deliver the goods in good condition and in the strictest compliance with health, quality and safety rules (in particular compliance with temperatures, freshness and maturity of products, weight, gauge, compliant packaging and labelling, shelf life of products guaranteed on receipt, use-by date, best-before date, etc.).
2.2 - Supporting documents
The goods must be accompanied by a delivery note and a cover sheet. The Couplet Sugars SA PO number and the number of items must be mentioned in all delivery documents.
In particular, the product delivery documents shall include all the elements required to identify and verify the nature and number of products delivered, leaving no ambiguity as to the nature and quantities received, i.e. at least:
- The Purchase Order number
- Any document that is mandatory in the context of legal declarations, such as excise documents, AAD, Sanitel document, traceability (see below)
- The item description
- The quantity delivered
- Use-by or expiry dates (if perishable products)
2.3 - Shipping
The goods shall be delivered to Brunehaut in accordance with the instructions of Couplet Sugars SA and the Incoterm specified on the order or, failing that, the Incoterm 2010 DAP, 30 rue de la sucrerie, 7620 Brunehaut.
2.4 - Delivery of goods - Compliance - Traceability
The goods delivered must comply in all respects with the order, both in terms of quality (approved sample) and quantity.
The products delivered by the Supplier must comply with the standards and all European and Belgian legislation, or with that of the country designated by Couplet Sugars SA if the goods are intended for another country. Accordingly, the Supplier undertakes to provide, for each product that requires it, information proving the latter’s compliance with the regulations in force in each country where the products shall be marketed directly or indirectly, in the official languages of each country.
In particular, the Supplier expressly undertakes only to supply products that comply with Belgian and European laws and regulations on consumer health protection, with particular regard to foodstuffs (perishable or otherwise) but also other products.
The Supplier is responsible for the absence of hidden and visible defects in the item sold. In this respect, it shall bear the financial consequences of any non-compliance or defect in the item sold, particularly in the following cases:
- Recovery of incriminated products
- Compensation of Couplet Sugars SA for the direct and indirect damage suffered
Couplet Sugars SA also reserves the right, in the event of a non-compliance or a defect in the goods delivered by the Supplier, to suspend or cancel the orders in progress, without prior notice and without being required to pay any compensation whatsoever.
In addition, the Supplier guarantees that the products or goods supplied do not in any way constitute an infringement or breach of any other industrial or intellectual property right in the territories where they shall be marketed.
2.5 - Packaging
Unless otherwise stipulated on the price submission and on the dispatch notice accompanying the goods, the packaging shall be considered disposable.
However, if it is expressly stipulated that the packaging is to be invoiced, it shall be returned to the Supplier and credited to us for the same value.
2.6 - Insurance
Unless otherwise stipulated, the insurance is covered by the Supplier and/or the carrier, notwithstanding the Incoterm chosen. The Supplier is responsible for the related costs.
2.7 - Delivery timeframe
The delivery dates mentioned on the Purchase Order must be strictly adhered to. Unless otherwise stipulated in writing by us, the dates specified are those for the arrival of the goods or equipment at our Brunehaut site.
Should the timeframes not be adhered to, Couplet Sugars SA reserves the right to claim damages. Furthermore, in the event of non-supply, in whole or in part, within eight days of the expiry date of the timeframe set, Couplet Sugars SA reserves the right to cancel the orders or the balances of orders by giving eight days’ notice by registered letter, without prejudice to the right to claim damages for non-performance within the agreed timeframe.
2.8 - Receipt, acceptance and warranty
Unless we stipulate otherwise, the goods and equipment shall be received and approved by us at our Brunehaut site. Couplet Sugars SA reserves the right to return any goods or equipment, at the Supplier’s expense, that do not comply with the characteristics stipulated in the Purchase Order or with the quality of an approved sample, without prejudice to the right to claim damages for contractual non-performance with regard to quality.
The equipment as well as all spare parts and accessories delivered by the Supplier are guaranteed free from all material, construction, operating and assembly defects and, in general, all visible or hidden defects. In addition, they must present all current safety guarantees and comply with all laws, standards and regulations in force in Belgium, as well as with European directives and NBN and CE standards.
All principal costs and incidentals arising from modifications, repairs or replacements of defective parts shall be payable exclusively by the Supplier.
Suppliers shall cover in full the amounts of fees which might be claimed from us as well as any direct or indirect damages, losses and costs whatsoever which might result for our company from the use of devices, machinery parts or patented processes included in their supplies.
2.9 - Non-compliance - Grounds for refusing goods
Any non-compliance with the Purchase Order may lead to the goods being refused, as may other reasons (non-exhaustive list):
- Non-compliance with use-by or best-before dates placed on all or part of the products delivered, in accordance with the undertakings made by the Supplier
- The unsuitability of the vehicle for the goods carried.
2.10 - Environmental and social impacts
Couplet Sugars SA requires that the products and services provided have the lowest environmental impact (throughout their life cycle), as well as the most positive social impact (no child labour, concern for health and safety, regulatory compliance).
2.11 - One-off items
The samples, models, tools, films, etc. that have been created by the Supplier in order to be able to perform the Contract shall become the property of Couplet Sugars SA if Couplet Sugars SA has paid for them, even if they remain in the Supplier’s possession. The Supplier shall be required to hand them over at the request of Couplet Sugars SA.
3. Supplier’s personnel
3.1 - General considerations
The Supplier undertakes to only hire personnel with the skills and expertise required to deliver the Goods and provide the Services. The Supplier’s personnel shall at all times remain under the sole responsibility, instruction, authority and control of the Supplier. These general provisions also apply to the Supplier’s subcontractors.
3.2 - Compliance with legal and social provisions
All the Supplier’s personnel entering the Brunehaut site in connection with the delivery of the Goods or the provision of Services must comply with all applicable laws, including environmental, health, quality and safety rules (a copy of which is available on request). Couplet Sugars SA reserves the right to refuse entry to its site to the Supplier’s personnel who do not comply with the above. For the avoidance of doubt, the Supplier must ensure that its subcontractors (to the extent that subcontracting is permitted by Couplet Sugars SA) and their personnel comply with the obligations mentioned in this article.
In addition, the Supplier guarantees that it, its personnel, its subcontractors and their personnel shall comply at all times with all mandatory legal provisions regarding the delivery of goods and/or the provision of services in Belgium, including, but not limited to, the mandatory provisions of employment law, and tax and social security legislation (e.g. work permits, visas, A1/E-101 forms, certificates, declarations, etc.).
In particular, the Supplier undertakes to also comply with Belgian national legislation as well as the provisions of international conventions on child labour, health and the environment and, in any event, guarantees that no form of forced labour whatsoever or forms of exploitation of child labour are used in the production by the manufacturer or by any of its subcontractors in violation of this national legislation and ILO international convention nos. 29, 105 and 138.
3.3 - Internal procedures of Couplet Sugars SA and safety
All internal regulations and Health, Safety & Environment procedures in force at our Brunehaut site, available on request, also apply to suppliers and service providers.
If the Supplier or third parties acting on its instructions visit and/or carry out activities on the premises of Couplet Sugars SA, they shall at all times be required to comply with the health and safety instructions drawn up and applied by Couplet Sugars SA. These instructions shall be communicated to them on arrival.
In particular, in the event that assembly, construction, maintenance, inspections, repairs, etc. are carried out on the premises of Couplet Sugars SA, these activities shall be subject to the rules relating to the safety, security and conduct of subcontractors and their personnel present on the premises of Couplet Sugars SA.
3.4 - Code of conduct
Couplet Sugars SA takes responsibility for social, ecological and ethical principles, and expects its Suppliers to also comply with its sustainable development principles.
The Supplier guarantees that it shall adhere to the principles of the code of conduct of Couplet Sugars SA. This code can be found at http://www.Couplet Sugars.com….
4. Invoicing and terms of payment
Unless otherwise stated, invoicing shall take place after delivery, and valid and undisputed invoices are payable within 30 days of their date of receipt.
Couplet Sugars SA has the right to deduct its recoverable receivables from the debts payable to the Supplier.
5. Confidentiality and confidential information
5.1 - General provisions
The Supplier guarantees and agrees that any confidential information disclosed by Couplet Sugars SA (and all its related companies) in connection with a Purchase Order may only be used in connection with this Purchase Order. Confidential information may not be shared with any other person or entity without the prior written consent of Couplet Sugars SA. Couplet Sugars SA shall require a similar confidentiality agreement with the subcontractors performing work under the Purchase Order. This article shall survive the expiry and/or termination of the Purchase Order.
5.2 - Special provisions
All equipment and tools, drawings, standards, instructions, analysis methods, recipes and other documents supplied by Couplet Sugars SA to the Supplier for the purpose of creating goods to be delivered or services to be performed, as well as documents that have been created by the Supplier in accordance with special instructions given by Couplet Sugars SA, remain the property of Couplet Sugars SA and must not be used for any other purpose, reproduced or made available to third parties by the Supplier. On request, the Supplier shall be required to immediately destroy or hand over to Couplet Sugars SA all the above, together with copies and duplicates. Couplet Sugars SA reserves the intellectual property rights associated with all documents that it provides to the Supplier.
The Supplier shall treat quotation requests and the Contract, as well as all associated activities, as confidential trade secrets. The Supplier shall be liable for any loss by Couplet Sugars SA attributable to the Supplier’s non-compliance with all or part of its obligations.
The Supplier is required to impose similar obligations on its employees and/or third parties involved in the performance of the Contract.
The Supplier is required to provide Couplet Sugars SA with all the documents required or related to the goods and services to be delivered, without this affecting any warranty whatsoever or other obligation on the part of the Supplier.
The Supplier is required to provide Couplet Sugars SA in good time, free of charge and without having to request it, with all the documents required by Couplet Sugars SA to use, build, install, process, store, run, operate, inspect, maintain and repair the goods delivered and services performed.
Whenever Couplet Sugars SA makes reference to standards and regulations, the most recent version shall apply.
6. Intellectual property rights
6.1 - Intellectual property of Couplet Sugars SA
All specifications, information, materials or other elements provided by Couplet Sugars SA and all goods, information, materials and other results from the Services, as well as all intellectual property rights subsisting thereon or derived therefrom (collectively referred to as “Couplet Sugars SA Property”), shall be confidential. All this Couplet Sugars SA Property is and shall continue to be the property of Couplet Sugars SA. The Couplet Sugars SA Property shall be used by the Supplier to carry out the work in accordance with the Purchase Order, related contracts or related agreements, unless otherwise agreed in writing by Couplet Sugars SA. The Supplier shall not dispose of the Couplet Sugars SA Property without prior permission from Couplet Sugars SA. The Supplier shall not sell the Couplet Sugars SA Property, nor pledge it, transfer it or allow third parties to encumber it. This article shall survive the expiry and/or termination of the Purchase Order.
6.2 - Plans and models
The plans, gauges, proofs and models shall be returned to us at the same time as the supply. They shall remain our exclusive property and may not be communicated or reproduced without the prior written consent of Couplet Sugars SA.
6.3 - Supplier’s intellectual property
The Supplier grants Couplet Sugars SA a non-exclusive, non-time-limited, irrevocable, worldwide and transferable right to use any intellectual property rights relating to the goods and/or services delivered by the Supplier. This right of use also includes the right to grant such a right of use to any buyers or other third parties with whom Couplet Sugars SA maintains a commercial relationship in relation to the conduct of its business.
All intellectual property rights arising from the performance of the Contract by Couplet Sugars SA and the Supplier, its staff or the third parties involved in the performance of the Contract by the Supplier, shall belong to Couplet Sugars SA. The Supplier shall take all appropriate and necessary action in order for Couplet Sugars SA to obtain these rights.
The Supplier is liable for infringements of patents, permits and property rights or other rights held by third parties that may result from the delivery or use of the goods and/or performance of the services by the Supplier. All permit fees must be paid by the Supplier.
7.1 - Force majeure
Couplet Sugars SA cannot be held liable for refusing to accept a delivery of goods if the refusal is due to a breakdown on the site, a breakdown of any device, a fire, an explosion, an accident, a strike, a lockout, or to a circumstance outside the control of Couplet Sugars SA.
Couplet Sugars SA may, at its discretion and without being held liable for the payment of any sum whatsoever to the Supplier, suspend or cancel the delivery of the goods, the provision of the Services or the performance of the Purchase Order if the Supplier, due to a circumstance mentioned in the previous paragraph, does not comply with an obligation set out in the Purchase Order. In this case, Couplet Sugars SA may reclaim the sums paid to the Supplier in connection with the Purchase Order.
7.2 - Assignment - Subcontracting
Under no circumstance shall the Supplier instruct a third party to perform the obligation contained in the Purchase Order or in any other contract or agreement without the prior written consent of Couplet Sugars SA.
7.3 - Non-exercise of a right
If Couplet Sugars SA should explicitly or implicitly waive the right to make use of a right that belongs to it, Couplet Sugars SA shall not, however, waive the right to assert this right or any other right whatsoever at any other time.
8. Applicable law and competent court
Any difference or dispute that may arise in the performance and/or that may arise from the contract shall be referred to the exclusive jurisdiction of the courts of Mons in Belgium, which are competent for the registered office of Couplet Sugars SA, located in Brunehaut, Belgium.
These general terms of purchase and the Contract are governed by Belgian law.
The application of the United Nations Convention of 11 April 1980 on the international sale of goods, which came into force on 1 January 1991, is excluded.