Standard Terms & Conditions of Business
ARTICLE 1 – SCOPE AND EFFECT
1.1 Unless otherwise stated in a written agreement, all orders placed by the Buyer with IdenPro BV hereinafter referred to as « IDENPRO » for the purchase of labels, tags & tickets (hereinafter collectively referred to as "Tags" or collectively referred to as “Products”), manufactured and/or distributed, sold or marketed by IDENPRO, shall be governed by these Standard Terms & Conditions of Business. These Standard Terms & Conditions of Business are supplemented or amended by specific product terms as set forth in the respective product data sheets (hereinafter referred to as the “Product Data Sheets”), including without limitation, specific warranty terms. Buyer recognizes that it has received a copy of all IDENPRO’ Product Data Sheets which are relevant to Buyer’s orders hereunder and Buyer agrees with their terms.
1.2 Notwithstanding anything to the contrary or any additional or supplementary terms stated in the Buyer's Conditions of Purchase, the placement of any order by the Buyer with IDENPRO is considered as an acceptance of these Standard Terms & Conditions of Business.
ARTICLE 2 - QUOTATIONS
2.1 All quotations made by IDENPRO to the Buyer shall be valid for a period of 30 days from the date they are made unless otherwise specified in the quotation. The delivery time stated in a quotation is only an indication and starts on the later of the following two dates: the date on which all the information, documents and other elements required to process the orders are received by IDENPRO, or the date of acknowledgement of receipt of the order by IDENPRO.
2.2 Prices are based on the supply of Products produced according to the provisions of the corresponding quotation. Should the Buyer desire to make any substantial change to said provisions, such as but not limited to changes to the specifications or the delivery schedule, then IDENPRO reserves the right to re-quote. Without prejudice to Section 2.1 above, the written acceptance by the Buyer of IDENPRO’s latest quotation is required before IDENPRO can proceed.
ARTICLE 3 - ORDERS
3.1 Orders acceptance
IDENPRO will accept an order by acknowledging receipt of the same to the Buyer. Said acknowledgement of receipt will specify the order reference and the scheduled date of dispatch. The order form, the appropriate acknowledgement of receipt, and the Standard Terms & Conditions of Business shall form the Contract between IDENPRO and the Buyer. No order shall be deemed to have been accepted until an acknowledgement of receipt has been issued by IDENPRO.
3.2 Cancellation of order
3.2.1 By the Buyer:
All orders placed by the Buyer shall be deemed to be firm and binding. If the Buyer cancels an order before the scheduled date of delivery, it shall pay to IDENPRO as damages, 100% of the value of the order, if the order is cancelled less than 4 weeks before the scheduled delivery date. The damages shall amount at least to 50% of the value of the order, if the order is cancelled more than 4 weeks before the scheduled delivery date.
3.2.2 By IDENPRO
IDENPRO reserves the right to cancel or suspend all or part of an order if the Buyer does not comply with any of its obligations, in particular where payment or supply of information, documents and other elements required to process the order are concerned.
ARTICLE 4 – Payment & Incoterms
All prices are quoted either “Ex Works” or “FOB” or “CFR” or “CIF” or “DAP”, pursuant to the Incoterms 2020 issued by the International Chamber of Commerce. The exact Incoterms are mentioned in IDENPRO’s order acknowledgement, as quoted & agreed with the Buyer. Prices exclude all taxes and all other duties required by the relevant authorities. The cost of IDENPRO’s standard packaging is included in the price. Any non-standard packaging requests shall be charged separately to the Buyer.
ARTICLE 5 - TERMS OF PAYMENT
5.1 IDENPRO’ invoices shall be paid to IDENPRO in full amount at thirty (30) days net as from their date of issuance. Where the offer does not contain any terms of payment, the Buyer agrees to pay 100% advance or provide % down payment and balance amounts prior to dispatch. Depending on the situation, IDENPRO reserves the right to vary the terms of payment. Buyer shall then comply with these new terms of payment. Any discount payment shall request IDENPRO’ prior approval.
5.2 IDENPRO shall be entitled, without prejudice to any other right or remedy, to an interest for late payment at 0.05% of the value of the invoice, for each day of delay, until outstanding invoice(s) is (are) paid in full without waiver by IDENPRO of its right to immediate payment. Such interest shall be calculated from the due date for payment thereof to the date of actual payment. Interests received by IDENPRO are net of withholding tax, if any. In addition, IDENPRO shall have the right not to make any further delivery, pursuant to the corresponding order or to any other order, until full payment with interests is received from the Buyer by IDENPRO.
ARTICLE 6 -RETENTION OF TITLE
IDENPRO shall retain title to the Products even after delivery to the Buyer, until the order has been fully paid for. Should the Buyer fail to pay, IDENPRO may claim back the Products supplied without prejudice to any other right or damages.
ARTICLE 7 – TRANSFER OF OWNERSHIP AND RISKS
Depending on the Incoterms for each transaction, the rules concerning the Transfer of Ownership of Goods & associated risks, are applicable, as laid down by Incoterms ICC 2020. The Buyer agrees to fulfill all its payment obligations to 'IDENPRO', should the Ownership & Risks (as per ICC 2020) be with the Buyer and the buyer suffers a loss due to goods lost or damaged in transit.
ARTICLE 8 - WARRANTY
8.1 - Standard Warranty provisions
IDENPRO warrants that Tags/Products supplied to Buyer shall comply with their functional specifications for a period of one (1) year as from the date of delivery thereof to the Buyer.
This warranty shall only apply to Products which have been manufactured and used according to IDENPRO’ standard process.
IDENPRO’ warranty is strictly limited to (at IDENPRO’ sole option):
- Repair or replace the Tags/Products, or
- Provide a full refund should IDENPRO fail or be unable to Repair or provide Replacement the Tags/Products
Defective Products must be returned to IDENPRO in their complete original packaging, provided such original packaging is available and following IDENPRO return procedures. If the original packaging is not available, the Buyer shall ensure that the Products are returned to IDENPRO in a packaging that adequately protects said Products. No Products shall be returned if the acceptance number relating to the return procedure is missing. All Products shall be returned, at Buyer’s expense, with a report from the Buyer stating the complete details of the alleged defect. Once the defect is confirmed by IDENPRO, IDENPRO will also compensate the Buyer for the cost of returning the products to IDENPRO.
Buyer shall notify IDENPRO of any defects affecting the Products within 30 working days after the same are discovered, provided that the 30 working days are still within the one(1) year warranty period.
This warranty does not cover
- Engineering samples and early access products.
- Products which have been damaged by the Buyer, or used or affix in an abnormal condition, or which have been stored under conditions which do not comply with IDENPRO specifications or normal use.
- Products submitted to abnormal conditions (mechanical, electrical, thermal), abnormal conditions being defined as any conditions exceeding the ones stated in the product specifications. (technical data sheet).
- Products which are incorrectly adjusted or defective when this results from use in excessive operating conditions (sundry temperatures, voltage and supply limits) as defined by IDENPRO, or from an incorrect choice of application by the Buyer.
- Products modified by the Buyer or anyone other than IDENPRO, including, without limitation, configuration and adjustment modifications.
- Products which are incorrectly installed or integrated by the Buyer or anyone other than IDENPRO.
- Damages caused by products, devices or systems not supplied by IDENPRO or by events of force majeure, such as but not limited to acts of God Damages
The Products are not intended to be incorporated into, or used in connection with lifesaving or life support devices or systems or any related products. If Buyer or a third party incorporates the Products into, or uses the same in connection with lifesaving or life support devices or systems, or any related products, IDENPRO expressly excludes any liability for such use.
The remedies provided in this Section are in lieu and to the exclusion of all other remedies, obligations or liabilities on the part of IDENPRO for damages, whether in contract, tort or otherwise, and including but not limited to, damages for any defects in the Products or for any injury, damage, or loss resulting from such defects or from any work done in connection therewith or for consequential loss, whether based upon lost goodwill, lost resale profits, impairment of other goods or arising from claims by third parties or otherwise.
IDENPRO disclaims any express warranty not provided herein and any implied warranty, guaranty or representation as to performance, quality and absence of hidden defects, and any remedy for breach of contract, which but for this provision, might arise by implication, operation of law, custom of trade or course of dealing, including implied warranties of merchantability and fitness for a particular purpose.
These warranty terms are subject to any specific warranty provision that may apply to certain IDENPRO’ Products as such terms are defined in the respective product data sheets.
ARTICLE 9 - ACCEPTANCE
9.1 Upon delivery of the Products, the Buyer may perform acceptance tests, provided such tests have been previously agreed upon between the Buyer and IDENPRO (hereinafter referred to as the “Acceptance Tests”).
If one batch of Products does not pass in all or in part the Acceptance Tests, the Buyer shall inform IDENPRO by registered letter with acknowledgement of receipt to be sent no later than 30 days after the Buyer has received the Products. Minor defects not affecting the operational use of the Products shall not give rise to rejection of the Products concerned. Once this 30-day period has expired, if no claim is received by IDENPRO, all Products shall be deemed to have been definitively accepted.
In case of rejection of the Products pursuant to this Section, IDENPRO will issue a return authorization number. Buyer shall indicate said number in the delivery form to return the whole refused batch.
It is expressly stated that any claim concerning a batch of defective Products shall only be accepted by IDENPRO if each of the following four conditions are met:
- for each batch of Products considered as defective, the exact reason for their rejection must be given together with the results of the relevant tests. Samples of alleged defective Products may be required by IDENPRO for analysis purposes.
- the batch of defective Products must be returned in complete original packaging, in good condition, at the Buyer's expense.
- the Products should not have been damaged in any way (in particular during storage, inspection, installation).
- the Buyer shall not have made any alteration to modification to the Products. Should the rejected Products prove to have failed the Acceptance Tests, IDENPRO shall replace such rejected Products free of charge and within a reasonable time.
9.2 The provisions of Article 9.1 shall not apply to Products which have been submitted to an acceptance test at IDENPRO premises with the customer and which consequently are deemed to comply with the specifications, no return shall be accepted for these Products.
9.3 IDENPRO reserves the right to consider an order settled if the maximum positive or negative variation is 2% of the ordered quantity.
9.4 For custom products this variation may be of +/- 10%.
9.5 IDENPRO shall invoice the Buyer for the actual quantities supplied
ARTICLE 10 – CUSTOM TAG / MAPPING / APPROVAL FOR CODING
The memory of the Tags supplied by IDENPRO is programmed according a pre-defined "mapping". It describes the way in which the data are to be coded in the memory of the Tags. The detail of this mapping is described in the Tags Technical Specifications.
In case of a specific request for customization/coding of the Tags from the Buyer which will have to be accepted by IDENPRO, one or several "Ticket proof" documents will be issued by IDENPRO. Each of the “Ticket proofs” once approved by the Buyer (Person’s name & signature) shall formally release IDENPRO from any liabilities for the work carried out prior to the approval. If, at the request of the Buyer, there is no final proof, IDENPRO shall be released from any liability.
ARTICLE 11 - CUSTOMIZATION AND MARKING
The customization of a Tag is negotiated case by case and must be accepted by IDENPRO before any order is placed with IDENPRO.
The quality of the work depends to a large extent on the schedule agreed between IDENPRO and the Buyer when the order is placed. For all schedule changes which are due to the Buyer (for example because of delays in supplying the necessary information, documents, materials or other elements to IDENPRO), which disrupt the work schedules and may cause errors and increase the cost price, IDENPRO reserves the right to request an appropriate additional payment.
Any customization of a Tag will be implemented by IDENPRO provided the Buyer and IDENPRO have agreed on all the specific terms and conditions which will apply to such customization, including but not limited to pricing adjustments, delivery schedules, respective rights of either Party, intellectual and industrial property rights.
Products may carry a visible number which proves their final Quality acceptance and which allow traceability during the warranty period. Buyer accepts such marking.
ARTICLE 12 – LIABILITY LIMITATIONS
ARTICLE 13 – INTELLECTUAL PROPERTY RIGHTS
In addition to the provisions of Article 11 above, any Intellectual Property Right belonging to IDENPRO at the time of placing the order, and any Intellectual Property Right resulting from any development, adaptation, modification, enhancement, improvement of any kind, performed by IDENPRO subsequently to the order, shall be the exclusive property of IDENPRO.
"Intellectual Property Rights" means any creation, invention, patent, petty patent, software, registered design, copyright, design right, know-how, trade or service marks (filed or not), or any similar right in any part of the world and shall include any application for such patent, petty patent, trademark or design or similar registrable rights in any part of the world. Intellectual Property Rights include any and all industrial property rights or right to apply for title thereof.
ARTICLE 14 – INDEMNIFICATION FOR INFRINGEMENT OF THIRD PARTY’S RIGHTS
IDENPRO shall defend, at its own expense, any action brought against the Buyer or at its option settle any claim by a third party, to the extent that such action or claim alleges that IDENPRO’ Products, as delivered by IDENPRO to Buyer, infringe a third party's patent or intellectual property right, PROVIDED that the Buyer :
- notifies IDENPRO promptly if any infringement is alleged, and
- makes no admission without IDENPRO’ written consent, and
- assists IDENPRO to conduct all negotiations and litigation, if requested by IDENPRO.
In the event that any Product is held by a final court decision to constitute an actual infringement of a third party’s patent or intellectual property right, IDENPRO shall at its own costs and at its sole option, either obtain the right for the Buyer to continue using the Product or to replace or modify the Product so that it becomes non-infringing.
Should none of the above solutions be commercially possible to implement in IDENPRO’ judgment, the Parties agree that IDENPRO will reimburse the Buyer of the sums paid by the Buyer to IDENPRO for the Product at the date of the court decision referred to above, in full satisfaction of IDENPRO' liability.
IDENPRO’ defence and indemnification obligations hereunder only apply with respect to infringement of third party intellectual and/or industrial property rights by the structure of the Product, as delivered by IDENPRO to Buyer, or the inherent Product functionalities implemented solely by the Product, irrespective of the use of such Product and the applications implemented by Buyer. IDENPRO shall have no liability to the Buyer with respect to any claim of infringement (a) which arises with respect to the use of the Product by Buyer ; or (b) which results from the compliance by IDENPRO with, or the use by the Buyer or, any element, specifications methods imposed or requested by the Buyer; or (c) which results from the modification of the Product by anyone other than IDENPRO or the combination of the Product or any part of it (including but not limited to the software, any circuit, system or device) with any product, hardware, software, firmware, system or other element whatsoever not supplied by IDENPRO.
This section sets forth IDENPRO' entire liability with respect to any and all claims of misappropriation and infringement of third party’s intellectual and/or industrial property rights.
ARTICLE 15 – CONFIDENTIALITY
The Buyer undertakes to keep confidential and not to disclose or transfer to any third party in any way whatsoever, part or all of the documents, data or information of whatever nature or kind, disclosed, transmitted or made available by any means to the Buyer by IDENPRO, and relating to the Products or any other proprietary or confidential information of IDENPRO.
ARTICLE 16 - FORCE MAJEURE
IDENPRO shall not be considered as liable for late delivery or failure in the performance of its obligations, for reasons beyond its reasonable control such as but not limited to fire, flood, earthquake, war, strikes and lock outs, inability to obtain raw materials, any unpredictable manufacturing problem and any other unforeseeable and/or unavoidable event. IDENPRO shall send to the Buyer written notice stating the delay and cause thereof, within at least 15 days as from the dates of the occurrence of the force majeure event.
ARTICLE 17 – APPLICABLE LAW - JURISDICTION
The supply contract(s) entered into between IDENPRO and the Buyer pursuant to these Standard Terms & Conditions of Business shall be governed by and interpreted in accordance with the laws of Belgium, to the exclusion of any conflicts of laws provisions.
Any dispute arising out of or in connection with this supply contract or any subsequent supply contract between IDENPRO and the Buyer, including, without limitation, with respect to its formation, validity, construction, performance, expiration or termination, shall be referred first, by notice in writing, to a senior representative of each party who shall meet and endeavour to resolve the dispute between them within 30 days of such notice. The joint written decision of those senior representatives shall be binding upon the Parties. Any dispute arising out of or in connection with the validity, construction, performance or termination of this supply contract or any subsequent supply contract between IDENPRO and the Buyer, which cannot be settled amicably pursuant to the procedure set forth above, will be submitted to the exclusive jurisdiction of the Courts of Brussels, Belgium.
ARTICLE 18 - SEVERABILITY
Each provision herein is severable from the entire Standard Terms & Conditions of Business, and in the event that any provision is declared invalid or unenforceable, the parties shall endeavour to replace such provision by a provision which is valid and enforceable and reflects to the extent possible the original intent of the parties. The invalidity or unenforceability of a provision shall not affect the validity or enforceability of the other provisions herein contained, which shall remain in full force and effect.
ARTICLE 19 – OTHER STANDARD TERMS AND CONDITIONS
Purchase orders shall be binding as to the products and services ordered and shall be governed by these Standard Terms & Conditions of Business. Other terms and pre-printed terms on or attached to any Buyer’s purchase order shall be void.