Terms & conditions

  1. Unless explicitly provided otherwise in writing by Soenen, the present general purchase conditions are applicable to all purchases of movable, immovable, material or immaterial products or services by Soenen. In addition, all the offers, quotations, enquiries, and orders concerning the supply of products or services by the supplier to Soenen are subject to the present purchase conditions. By the simple fact of confirming or executing this order, the supplier acknowledges to have taken note of these purchase conditions and to irrevocably submit to them. In any case, these general purchase conditions take precedence over the supplier’s general terms and conditions of sale.
  2. Barring agreements to the contrary, quotations must be made in euro. Quotations must comply with the conditions set in our enquiries in every respect. Should these conditions not be fulfilled, the supplier must mention this clearly in his quotations.
  3. Orders are only binding for us once they have been confirmed in writing by our purchasing department.
  4. The supplier must confirm every order in writing within eight calendar days following receipt of our order. This confirmation must be done by sending back a copy of the order form, duly signed by an authorised person, to Soenen. After this term has expired (without a confirmation), Soenen is authorised to modify, withdraw, or cancel its order without owing any compensation to the supplier.
  5. The agreed term of delivery specified on the back of the present order applies strictly. It covers the delivery date of the products and/or the completion date of the specified service. In case of overdue delivery, the supplier is in default de jure.
  6. The supplier guarantees that the products and any assembly/installation of such products are in accordance with the plans, specifications, descriptions, drawings, samples, or any other agreements that apply to the order. The supplier guarantees that the products are complete and ready for use. He will ensure, among other things, that any parts, auxiliaries, accessories, tools, spare parts, manuals, and workbooks that could be useful, are supplied along with the order, even if such have not been specified. Further, the supplier guarantees that any products or services supplied by him comply with all the relevant legal provisions, administrative rules and regulations, and technical specifications, e.g. as regards quality, environment, safety, and health. Should Soenen find that the supplied products or services, whether wholly or partially, do not comply with the supplier’s guarantees as stated above, the supplier will be in default, without prejudice to the application of Article 14.
  7. The supplier is bound to notify us without delay when he has reason to expect difficulties or when he encounters difficulties with executing the order and/or procuring materials, especially if these difficulties are such that they would delay the delivery or jeopardise the specified quality, without prejudice to the supplier’s liability or any other penalties.
  8. The supplier may not transfer any of his obligations arising from the present agreement to any third party without the prior written permission of Soenen.
  9. The agreed price is fixed and not susceptible to revision, unless the agreement specifies the circumstances which could lead to a price adjustment, as well as the method to be used for this adjustment. Unless specified otherwise, all prices are to be considered as gross prices, which include all the costs (taxes, insurance, cost of transport, etc.).
  10. The supplier ensures that all the products and/or services which constitute the present order do not infringe on any existing intellectual or industrial property rights. Furthermore, the supplier guarantees the free and undisturbed use of the products and/or services by Soenen. He indemnifies Soenen against the financial consequences of claims from third parties on account of infringement of their intellectual or industrial property rights. The supplier also undertakes to intervene in the judicial procedure in case legal recourse should be taken about this against Soenen.
  11. The ownership and risk of the supplied products only pass to Soenen once the products have been accepted by Soenen after delivery.
  12. Notwithstanding Article 7, Soenen has the right to either legally dissolve the present agreement at the expense of the supplier and to procure from a third party, or to adjust the delivery according to its needs, in case the delivery term is exceeded; in case of non-conformity; in case of a defect of the products (even if such defect would only be discovered during processing or treatment); in case of any failure on the part of the supplier in the performance of the present agreement; in case of involuntary liquidation, dissolution, winding-up, suspension of payment, formal protest of a bill, withdrawal or suspension of any permits, a change of management, or attachment of all or a part of his assets or of objects necessary to perform the present agreement; or in case of a major deterioration of the supplier’s solvency. If Soenen chooses to dissolve the agreement, any products already supplied will be sent back at the expense and risk of the supplier. Any extra charges or costs which would be reasonably incurred by Soenen as a result of this procurement or adjustment will be borne by the supplier, who must reimburse Soenen for these extra charges or costs at the latter’s first request. The above applies without prejudice to any other rights to which Soenen is entitled, such as the right to replacement or compensation.
  13. In case the term of delivery term is exceeded, Soenen has the right to demand a lump-sum compensation for each day of this delay of 1% of the total price of the delivery, and this from the first day of the delay, with a maximum of 10% of the total price of the delivery. In case of non-conformity, a defect of the products, or of any other occurrence mentioned in Article 12, Soenen has the right to demand a lump-sum  compensation of 10% of the price of the delivery in question. Without prejudice to the above, Soenen has the right to demand a compensation for any direct or consequential damage which this third party would have incurred as a result of the supplier’s non-fulfilment of one of his obligations arising from the present agreement.
  14. None of the parties will be liable for a delay or for non-fulfilment of his obligations arising from the present agreement to the extent that such a delay is due to force majeure. Force majeure is any event or circumstance which occurs without a failure or omission on the part of the party invoking force majeure and which, in spite of reasonable efforts to avoid this event or circumstance or to limit its consequences, considerably delays or even prevents the aforementioned party’s fulfilment of his obligations arising from the present agreement. The party who wishes to invoke force majeure must notify the other party of this as soon as reasonably possible, but at the latest within three (3) working days after the onset of the event of occurrence, and must also notify the other party of its termination as soon as possible. If the event or circumstance of force majeure continues for more than 30 days, the other party will be entitled to terminate the present agreement without judicial intervention and without any obligations, including compensation, towards the other party, by sending him a registered letter.
  15. Models, stamps, drawings, or other aids means which were provided by us, or any other auxiliary means provided by us or which were made or procured on our account by the supplier, will be and remain our property. At the request of Soenen, these objects must be returned to us without delay.
  16. The supplier is bound to secrecy of any information, stamps, drawings, and models provided by us. He may use these exclusively for executing the present order and undertakes not to reproduce them or make them accessible to third parties.
  17. The written permission of Soenen is required for referring, in any form whatsoever, to business relations with Soenen in publicity material.
  18. Each order from will be the subject of an invoice on which the reference of Soenen, the date, and the number of the order form must be mentioned. These invoices must be sent by post, in triplicate, to the accounts department of Soenen. Under no circumstances may bills be enclosed with deliveries. Payment will be made only if the invoiced objects, installations or services are complete and without defect. Standard payment conditions 90 days -end of month are applicable. In no case can the agreed term of payment commence before the delivery has taken place. At any time, Soenen has the right to deduct any sums owed to it by the supplier from the amount of the invoice.
  19. The supplier is liable for any damage caused by his personnel or by any other persons by whose agency he carries out the order or supplies other services. Soenen accepts no liability for loss or damage to equipment, machinery, installations, hoisting equipment, or any other objects belonging to the supplier or to the latter’s authorised agents. The supplier must mark any objects which he or his authorised agents bring onto the premises of Soenen as his property, and have these objects adequately insured against fire and other damage.
  20. Our order for delivery and any agreements which would issue from this order are subject to Belgian law. The courts of Brugge have exclusive jurisdiction in any dispute which would issue from the present agreement. Only the Dutch text of the present general purchase conditions is binding; any text in another language counts only as a translation. The Dutch text will be sent upon request.