Supplier Terms & Conditions
1. Applicability
1.1. These Terms & Conditions apply to all Purchase Orders issued by any company of the Contraste Europe Group. Such Purchase Order is subsequently designated as PO. The Contraste Group company issuing the PO is subsequently designated as the PO Issuer. If the PO covers work executed for a Client of the PO Issuer, then this Client is subsequently designated as the PO Beneficiary.
1.2. The term Supplier used in this document designates the company to which the PO is issued, as well as any of its representatives or subcontractors involved in the execution of the work described in the PO.
1.3. By starting the work described in the PO, Supplier irrevocably agrees to these Terms & Conditions.
1.4. By starting the work described in the PO, Supplier commits to execute it completely, and to deliver all listed deliverables, as applicable.
2. Confidential Information
2.1. Supplier commits to handle all information provided as strictly confidential. This includes all information disclosed to the Supplier, whether marked as confidential or not, whether it is provided by the PO Issuer or the PO Beneficiary.
2.2. All information remains the property of its owner. Supplier has no right or licence to use the information for any other purpose than the execution of the work described in the PO.
2.3. If the work described in the PO involves access to personal data, then Supplier commits to treat it in full compliance with the applicable legislation (GDPR …).
3. Intellectual Property and Third-Party Rights
3.1 Any deliverable created under the PO shall belong exclusively to the PO Issuer, who shall be free to use it and negotiate the relative rights. Supplier transfers all intellectual property rights to the PO Issuer, without any further compensation than the fees set out in the PO.
3.2. Supplier will hold the PO Issuer harmless of any third-party claim related to the deliverables described in the PO. The PO Issuer will promptly notify the supplier of any such claim.
3.3. Supplier will indemnify the PO Issuer against all reasonable legal expenses incurred by the PO Issuer in defending itself against such a claim.
3.4. If, because of a court decision or settlement, the PO Issuer is not allowed to use the infringing deliverable, Supplier will, at his own expense, either (a) secure the right to continue to use the deliverable, or (b) replace the infringing deliverable, or (c) modify the infringing deliverable so that it no longer infringes the rights of the third party.
4. Security
4.1. Supplier commits, in the scope of the work described in the PO, to take all measures necessary to guarantee the information security of the PO Issuer and the PO Beneficiary. Supplier commits to avoid any action which may introduce a security risk for the PO Issuer and PO Beneficiary’s information systems.
4.2. Supplier commits to immediately notify the PO Issuer and PO Beneficiary of any hazardous situation or information security risk he may become aware of, and to take any possible action within his own scope of responsibility to mitigate such risk.
5. Invoicing
5.1. The process, format, and timing for submitting Supplier’s invoices are specified in the PO.
5.2. Supplier’s invoices must be sent together with the appropriate justifying documentation, either a timesheet or a delivery note signed by the PO Issuer or the PO Beneficiary. Failure to present such document will immediately cause the invoice to be rejected.
5.3. The amounts appearing on Supplier’s invoices must be consistent with those mentioned in the PO. No additional amount may be invoiced without the PO Issuer’s written authorisation.
6. Termination
6.1 The PO Issuer may immediately terminate the PO, with a written notice, in the case where Supplier (a) is declared bankrupt or enters a procedure of debt settlement, or (b) commits a serious fault or misconduct, or (c) infringes any clause of the PO or of these Terms & Conditions, or (d) incorrectly delivers the work described in the PO, in such a way that the PO Beneficiary cancels his order towards the PO Issuer.
7. Applicable Law
7.1. These Terms & Conditions and the Purchase Order(s) which refer to these Terms & Conditions are governed under the terms of the Belgian law.
7.2. Any dispute concerning interpretation or performance of these Terms & Conditions and the Purchase Order(s) which refer to these Terms & Conditions shall be subject to the exclusive jurisdiction of the Belgian Court of Commerce in Brussels.