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General Terms and Conditions of Purchase
Circle PGM BV
CoC Number: NL862357548B01
1. General Provisions
1.1 These General Terms and Conditions of Purchase (“Terms and Conditions”) apply exclusively to suppliers, including natural persons or legal entities, acting in the performance of their commercial or independent professional activities (“Suppliers”).
1.2 Our Terms and Conditions take precedence over any conflicting or deviating terms presented by the Supplier, unless explicitly approved by us in writing. Acceptance of goods or services from the Supplier does not imply acceptance of their terms.
1.3 These Terms and Conditions apply to all current and future deliveries and services from the Supplier unless replaced by updated Terms and Conditions.
2. Contract Formation and Pricing
2.1 All our quotations are non-binding unless confirmed in writing.
2.2 Orders become binding unless the Supplier objects in writing within five calendar days of receiving the order confirmation.
2.3 Any verbal agreements require written confirmation by our Purchasing Department to be valid.
2.4 Agreed prices are fixed and include all additional charges unless otherwise specified. Prices are DDP (Incoterms 2010) unless agreed otherwise, excluding VAT.
2.5 The Supplier guarantees that all goods comply with REACH regulations. Certificates of origin and inspection may be requested without charge.
3. Delivery and Risk Transfer
3.1 Deviations from agreed orders require prior written consent.
3.2 All shipping documents must include the order date, contact partner, and order reference number.
3.3 Delivery dates and deadlines are binding. Delivery is considered complete upon receipt of goods at our premises unless otherwise specified.
3.4 If a Supplier foresees delays or issues, they must notify us immediately in writing.
3.5 Late deliveries do not waive our right to claim compensation.
3.6 We only accept ordered quantities unless prior agreement allows otherwise.
3.7 The Supplier is responsible for safe packaging to prevent damage.
3.8 The Supplier bears all risks of accidental loss until the goods are received by us.
4. Force Majeure
4.1 In cases of force majeure or industrial disputes, obligations are suspended for the duration of the disruption.
4.2 We reserve the right to cancel orders affected by force majeure if delivery becomes economically unfeasible.
5. Invoicing and Payment Terms
5.1 Payments are made either within 14 days with a 3% discount or 30 days net, subject to invoice verification.
5.2 Incorrect or incomplete invoices will be considered received only once corrected.
6. Warranty and Liability
6.1 The Supplier guarantees compliance with legal standards and regulations.
6.2 The warranty period is 36 months from the transfer of risk (or 5 years for defects of title).
6.3 Hidden defects must be reported within 14 days of discovery.
6.4 The Supplier indemnifies us against third-party claims arising from defective goods or breaches of intellectual property rights.
7. Compliance and Ethical Standards
7.1 The Supplier must adhere to applicable laws, including labor regulations, anti-corruption, human rights, and environmental protection.
7.2 Any form of illegal employment is prohibited.
8. Miscellaneous Provisions
8.1 Place of performance for all obligations is Circle PGM’s business location unless otherwise agreed.
8.2 Disputes shall be resolved exclusively by competent courts in Rotterdam, with Dutch law prevailing.
8.3 Verbal agreements or contract amendments are valid only if confirmed in writing.