General Purchase Conditions issued by:
MGG Netherlands B.V.
P.O. Box 3056
5930 AB Tegelen
Phone: +31-(0)77 3739999
5931 PJ Tegelen
De Flammert 1208
5854 NC Bergen
Groot Egtenrayseweg 58
5928 PA Venlo-Blerick
Clause 1. Definitions
In these General Purchase Conditions the concepts and expressions used below have the meaning given
adjacent to them:
Clause 2. Applicability
a. In the event of any conflict, any special contractual obligations agreed will prevail over these Purchase
b. These Purchase Conditions apply to all requests, offers and assignments with regard to the Delivery of
Items by the Supplier to the customer, whereby the general terms and conditions of the Supplier are
c. In the event of any conflict with regard to the contents, the General Purchase Conditions mentioned in
the original Dutch version prevail.
Clause 3. Changes
a. The Customer is at any time, in consultation with the Supplier, entitled to change the volume and/or the
quality of the Items to be supplied. Changes have to be agreed upon in writing.
b. If at the Supplier's discretion a change has consequences for the agreed fixed price and/or the date of
the Delivery, before complying with this change he will be obliged to notify the Customer of this in
writing as soon as possible, but not later than 8 working days after the notice of the required change. If
at the Customer’s discretion these consequences for the agreed fixed price and/or the date of the
Delivery are unreasonable, the Parties will enter into consultation about this.
Clause 4. Transfer of obligations
a. The Supplier can only transfer an obligation pursuant to the Agreement to a third party with the prior
written consent of the Customer. Reasonable conditions may be attached to this consent. Claims of the
Supplier on the Customer cannot be assigned to a third party.
b. In the event of a transfer to a third party of (part of) the obligations of the Supplier under the Agreement,
Supplier will be obliged to inform the Customer which securities have been furnished for the payment of
VAT, wage withholding tax and national insurance contributions, legally required by employers.
Clause 5. Price and price review
a. The prices are excluding VAT and include all costs in connection with the performance of the Supplier’s
b. The prices are fixed unless in the Agreement circumstances are mentioned which could lead to a price
adjustment and the Agreement also determines the manner in which the adjustment is to take place. In
this case however, only with the written consent of the Customer.
c. The Supplier will make every effort to minimize the total value chain related purchasing cost (both inside
and outside the Supplier’s organization) of the Items to be delivered. Benefits resulting from such cost
control measures will be shared with the Customer.
Clause 6. Invoicing and payment
a. Payment of the invoice, including VAT, is due 60 days after receipt of the invoice and
approval of the Items and any installation/assembly thereof by the Customer.
b. The Customer is entitled to suspend payment if a shortcoming is detected in the Items and/or their
installation/assembly and/or the invoice.
c. The Customer is entitled to offset the invoiced amount against any amount due by the Supplier to the
d. Payment of the invoice by the Customer does not imply a waiver of rights.
Clause 7. Date of Delivery
a. The agreed date of Delivery is essential. Should a Delivery be overdue, the Supplier will be in default
without any further notice of default being required.
b. The Supplier must notify the Customer immediately of any threatened overdue Delivery date. This does
not affect any of the consequences of exceeding this date of Delivery under the Agreement or legal
Clause 8. Delivery
a. The Delivery will take place at the agreed place and on the agreed date according to the applicable
Incoterms 2010 DDP (Delivered Duty Paid).
b. The Customer is entitled to postpone the Delivery. In that case the Supplier will put the Items, properly
packed, separated and recognizable, in storage and conserve, protect and insure them.
Clause 9. Failure
a. In the event of an attributable failure the Supplier will be in default without any further notice of default
b. Without prejudice of the right to compensation or other legal right resulting from an attributable failure,
the Customer will be entitled to a penalty immediately due and payable of 0.5 % per day from the date
of the default onwards with a maximum of 25% of the amount payable by the Customer in connection
with the Delivery.
c. The legal interest on any amounts paid in advance by the Customer will be off-set against the invoices
to be paid over the period of default.
d. In the event of a non-attributable failure, the obligations of both Parties will be suspended for 2 weeks.
Any further extension of this period will be agreed upon by Parties.
e. The Parties may only invoke a non-attributable failure against each other if the respective Party has
notified the other Party in writing of this invocation as soon as possible but not later than 5 working days
after the non-attributable failure began, submitting the necessary documentary evidence.
f. If the Supplier argues that one or more of the failures are non-attributable to him and the Customer
accepts this argument, the Customer is nevertheless entitled to terminate the Agreement. In such case
the Parties will not charge each other for damages.
Clause 10. Warranty
a. The Supplier guarantees that the Items and any installation/assembly thereof are in conformity with the
requirements agreed upon.
b. The Supplier guarantees that the Items are fully complete and ready for use. The Supplier will ensure
that, amongst others, all (spare) parts, auxiliary materials, tools, instructions for use and manuals
necessary for the realization of the purpose specified in writing by the Customer are included in the
Delivery, even if they have not been stated in so many words.
c. The Supplier guarantees that the Items supplied comply with all relevant legal regulations regarding to
quality, environment and health and safety.
d. The Supplier is obliged at the Customer’s first request, to either replace the Items supplied or to fully
repair the Items if within 12 months after being commissioned or 24 months after the Delivery, any
defects in the materials, in the labor or construction are detected, unless the defects are the result of
normal wear or improper use. In the event of non-fulfillment by the Supplier, the Customer is entitled to
perform of have performed by third parties the necessary work at the expense and risk of the Supplier.
e. Supplier acknowledges that in case the Items supplied do not (fully or partially) comply with the
guarantees as mentioned in paragraphs a to c of this clause, this could have a negative impact on the
(production) process of the Customer. Shortcomings in the delivered Items demonstrate the inability of
the Supplier to adequately control his organizational processes. Supplier will endeavor that the delivery
complies with the guarantees as mentioned in paragraphs a to c of this clause.
f. If the Customer finds that the Items supplied do not (fully or partly) meet the guarantees as mentioned
in paragraphs a to c of this clause, the Supplier will be in default unless the Supplier proves that the
failure is non-attributable. Supplier acknowledges that any default can result in follow-up costs for the
Customer and will endeavor to either prevent these cost and/ or compensate the Customer for these
Clause 11. Intellectual and industrial property rights
a. The Supplier guarantees the free and undisturbed use by the Customer of the Items supplied. He will
safeguard the Customer against any financial consequences of claims from third parties due to an
infringement of their intellectual and industrial property rights.
b. The Supplier is entitled to use the information provided by the Customer, however, exclusively in
connection with the Agreement. This information is and remains the property of the Customer.
c. In case of violation of paragraph b. the Customer will charge the Supplier with a contractual penalty of
EUR 50000.00 per violation and EUR 5,000.00 for every day in violation, without prejudice to the right
of the Customer for compensation of the damage caused by the violation and without effecting the right
of the Customer to demand fulfillment of the contract. The Supplier will pay the penalty to the Customer
immediately after notification thereof.
Clause 12. Documentation
a. The Supplier is obliged to make corresponding documentation available to the Customer before or at
b. The Customer is free to use this documentation, including reproduction for own use.
Clause 13. Liability
a. The Supplier is liable for all damages that may occur in connection with the execution of the obligations
resulting from the Agreement.
b. Damage to the Supplier, his personnel and/or (personnel of) the third party engaged by Supplier as a
result of injuries or due to damage to materials, tools and/or other items, will be at the expense and risk
of the Supplier. The Supplier safeguards the Customer against all financial consequences of claims
from third parties in this connection.
c. The Supplier safeguards the Customer against all financial consequences of claims from third parties in
any connection whatsoever with the execution of his obligations resulting from the Agreement.
d. The Customer is entitled to demand that the Supplier takes out insurance to cover the risks. The
Supplier is obliged at Customer’s first request to make this insurance policy available for inspection.
Clause 14. Risk and transfer of ownership
a. Ownership of the Items will transfer to the Customer after they have been delivered and if applicable
assembled and/or installed.
b. In the event that, in order to fulfill his obligations, the Customer makes materials such as raw materials,
consumables, tools, drawings, specifications and/or software available to the Supplier, these materials
remain the property of the Customer. The Supplier will retain these materials separately from materials
owned by himself or by third parties and will mark them as property of the Customer.
c. Whenever Customer materials such as raw materials, consumables and/or software are processed into
Items of the Supplier they constitute a new Item owned by the Customer. This is effective without
prejudice to Clause 14d.
d. The risk of the Items passes on to the Customer when the Delivery and thereafter the approval of the
Items in accordance with Clause 16 of these General Purchase Conditions has taken place.
Clause 15. Confidentiality and disclosure prohibition
a. The Supplier shall treat the existence, nature and content of the Agreement confidential as well as any
other business information and will not disclose anything in this respect without the prior written consent
of the Customer.
b. In case of violation of paragraph a the Customer will charge the Supplier with a contractual penalty of
EUR 50,000.00 per violation and EUR 5,000.00 for every day in violation, without prejudice to the right
of the Customer for compensation of the damage caused by the violation and without effecting the right
of the Customer to demand fulfillment of the contract. The Supplier will pay the penalty to the Customer
immediately after notification thereof
Clause 16. Testing
a. The Customer is entitled, at any time, to test the Items (or have them tested) both during production,
processing and storage as well as after Delivery. The Customer is entitled, at any time, to audit the
quality management system of the Supplier.
b. At first request the Supplier will give access to the Customer or his representative to the production,
processing and/or storage locations. The Supplier will co-operate free of charge with the testing and/or
c. If a test or audit as referred to in this Clause cannot take place at the intended time because of the
actions of the Supplier or if a test or audit has to be redone, the resulting costs of the Customer will be
at the expense of the Supplier
d. In the event that the Items delivered are rejected, the Supplier will, within 5 working days, ensure that
the Items supplied are repaired or replaced. Should the Supplier not fulfill this obligation within the
period provided for in this Clause, the Customer will be entitled to buy the required Items from a third
party, take adequate measures himself, or have measures taken by a third party, all at the expense and
risk of the Supplier.
e. If the Supplier does not take back the rejected Items within 5 working days, the Customer will be
entitled to return the Items to the Supplier’s expense.
Clause 17. Packaging
a. The Customer is at all times entitled to return the (transportation) packaging materials at the Supplier’s
expense to the Supplier.
b. The processing or destruction of (transportation) packaging materials is the Supplier’s responsibility. If
at the Supplier’s request packaging materials are processed or destroyed, this will be at the Supplier’s
expense and risk.
Clause 18. Dissolution
a. In the event of a shortcoming of the Supplier to fulfill his obligations under the Agreement or other
agreements resulting from it, and also for instance in the event of his bankruptcy, moratorium and in the
event of a close down, withdrawal of any permits, seizure of (a part of) the business assets or Items
intended for the execution of the Agreement, liquidation or take-over or any comparable condition of the
Supplier’s business, he will be legally in default.
b. Without prejudice to all other rights, the Customer may dissolve the Agreement in part or in whole if any
inducement has been or is offered by the Supplier or one of its subordinates or representatives or is
provided to a person forming part of the Customer’s business or to one of his subordinates or
c. In the cases set out above the Customer will be entitled to dissolve the Agreement unilaterally in part or
in whole without any notice of default or judicial interference being required.
d. The dissolution will take place by means of a registered letter or by bailiff’s writ to the Supplier.
Clause 19. Order, safety and the environment
The Supplier and his employees as well as any third parties engaged by him are obliged to observe legal
health and safety and environmental provisions.
Suppliers shall make reliable determination of the origin and source of materials in products, parts or
components supplied to MGG and ensure that the sourcing does not directly or indirectly contribute to
human right abuses and/or environmental damage in conflict-affected and high-risk areas.
Minerals and metals of special concern are tin, tantalum, tungsten, gold and cobalt, but other minerals and
metals may also be applicable. MGG refers to the OECD Due Diligence Guidance for Responsible Supply
Chains of Minerals from Conflict-Affected and High-Risk Areas for the definition of conflict-affected and
Supplier must confirm the above through mandatory declarations to MGG.
In addition any company rules and regulations on health and safety and environment of the Customer have
to be complied with. A copy of these rules and regulations will be made available immediately upon request
and free of charge to the Supplier .
Clause 20. Disputes
a. Disputes between the Parties, including those which are regarded as such only by one of the Parties, to
the extent possible will be resolved by Parties in consultation.
b. If the Parties cannot come to an agreement, the disputes will be settled by the competent court in the
district in which the Customer’s business is established.
Clause 21. Applicable law
The Agreement, of which these Purchase Conditions form part, is exclusively governed by Dutch law.
Foreign legislation and treaties such as the Vienna Sales Convention are excluded.
ADDITIONAL CONDITIONS REGARDING ASSIGNMENTS AND CONTRACTING OF WORK ON BEHALF OF
Clause 22. Supplementary definitions
In these Additional Conditions the concepts used below are defined as follows:
Clause 23. Applicability
a. These Additional Conditions apply to all requests, offers and agreements with regard to the execution of
assignments and/or contracting for work by the Supplier.
b. Apart from these Additional Conditions the MGG Netherlands B.V. General Purchase Conditions apply
to the mentioned requests, offers and agreements unless explicitly provided for to the contrary in the
additional conditions or otherwise or by the nature of the clauses.
c. For the purposes of these Additional Conditions the term personnel of the Supplier also includes third
parties engaged by the Supplier in the execution of the Agreement(s).
Clause 24. Personnel, equipment and materials
a. Personnel engaged by the Supplier in the execution of the Agreement will comply with the special
requirements set by the Customer and, should these be absent, with the general requirements of skill
b. If at the Customer’s discretion personnel of the Supplier is insufficiently qualified, the Customer will be
entitled to order the removal of such personnel and the Supplier will be obliged to replace him/her
immediately with due observance of the provisions set out in paragraph a of this Clause.
c. The Customer is entitled to inspect and test all materials and equipment to be used by the Supplier in
the execution of the Agreement and to identify the personnel involved by the Supplier in the execution
of the Agreement.
Clause 25. Sites and premises of the Customer
a. Before the execution of the Agreement has started, the Supplier has to inform himself about the
circumstances on the site and in the premises of the Customer where the activities have to be carried
b. Costs due to delays in the execution of the Agreement caused by circumstances as meant above will
be at the expense and risk of the Supplier.
Clause 26. Activities on the site/in the premises of the Customer
a. The Supplier will ensure that his presence and the presence of his personnel on the site and in the
premises of the Customer do not disturb the activities of the Customer and third parties.
b. Before the execution of the Agreement has started, the Supplier and his personnel must inform
themselves of the content of the rules and regulations applicable on the site and in the premises of the
Customer, for instance with regard to health and safety and the environment, and must behave
c. A copy of the said rules and regulations will be made available by the Customer to the Supplier at his
Clause 27. Payment
a. The Customer will only pay when the work has been completed by the Supplier to the Customer’s
satisfaction and/or the assignment has been carried out by the Supplier to the Customer’s satisfaction
and after compliance with Clause 28 f. Suppliers that employ people on the site and in the premises of
the Customer, can only charge the hours of these employees to the extentd that these are recorded in
the Customer’s time recording system .
b. The Customer at all times is entitled to pay the social insurance premiums, VAT and wage withholding
tax including the national insurance contributions due by the Supplier with regard to the activities carried
out and for which the Customer as a self-employed contractor pursuant to the Wages and Salaries Tax
and Social Security Contributions (Liability of Subcontractors) Act (“Wet Ketenaansprakelijkheid”) could
be severally liable, into his blocked account within the sense of the mentioned (Liability of
c. Without prejudice to the provisions set out in the previous paragraph, the Customer is at all times
entitled to deduct from the contract price the amounts meant in the previous paragraph in connection
with social insurance premiums, VAT and wage withholding tax including national insurance
contributions and to pay these amounts on behalf of the Supplier directly to the respective industrial
insurance board or to the collector of taxes on income respectively.
d. In the cases as meant in paragraphs b. and c. of this clause, the Customer will be discharged from
paying these sums to the Supplier, insofar as they relate to these amounts.
Clause 28. Obligations of the Supplier
a. The Supplier is responsible for bringing the activities independently and on his own responsibility to a
good result with due observance of the applicable rules with regard to, for instance, safety and the
b. The work and/or the assignment has/have to be carried out well and properly and in accordance with
the provisions of the Agreement.
c. The Supplier’s authorized persons will be in principle available on site during the regular working hours
and their absence, replacement and accessibility will be arranged in consultation with the Customer.
d. The Supplier must have a valid document of registration with the industrial insurance board which he
has joined and he has to have a permit to establish a business insofar as this is required. At first
request of the Customer, the Supplier must provide the mentioned documentation.
e. At first request of the Customer the Supplier must provide a list containing the name, first name(s),
address, domicile, date and place of birth, tax and national insurance number and the employment
conditions of all members of staff employed by the Supplier each week.
f. At first request of the Customer the Supplier must provide the payroll or man-hour accounts of all
members of staff employed by the Supplier according to a model formulated by the Customer.
g. The Supplier has to fulfill strictly all his obligations to the personnel employed by him for the work.
h. The Supplier has to provide the Customer each time and at the first request a copy of the statements
with regard to his payment record at the industrial insurance board and the collector of taxes on income.
i. The Supplier has to safeguard the Customer against liabilities towards third parties because of the noncompliance of the Supplier with his obligations under the Agreement, or under the law.
j. The Supplier will fulfill the Agreement independently according to the latest technology and will also be
responsible for this.
k. Waste and packaging materials have to be removed by the Supplier after he has fulfilled his obligations.