General Purchasing Conditions
GENERAL PURCHASING CONDITIONS STAXS B.V.
of the private limited company STAXS, located in Heerenveen, filed with the Chamber of Commerce and Industry in Leeuwarden under number 01060865 on May 2, 2003.
Version 1.1 – September 2025
Article 1: Definitions
In these conditions, the following terms are understood to mean:
a. Client: the legal entity, hereinafter referred to as STAXS, that has given the supplier the order to purchase and/or deliver goods or to perform work and/or services;
b. Supplier: the natural or legal person who has accepted the order as mentioned under a or has made an offer or quotation preceding a possible order.
Article 2: General
1. These conditions apply to the creation, content, and fulfillment of all agreements between STAXS and the supplier.
2. General terms and conditions of the supplier shall only apply if expressly agreed in writing, and then only to the extent that they apply to the exclusion of these conditions..
3. These conditions may only be deviated from if Parties have expressly agreed to this in writing.
4. If any provision of these conditions is or becomes declared null and void, the remaining provisions shall remain in force. The parties shall consult with each other to provide for a new provision (or provisions) which replaces the void or nullified provision(s). Consideration shall be given to the purpose and scope of the void or nullified provision(s) to the greatest extent possible.
5. In the event of a conflict between the provisions of a written agreement between STAXS and the supplier and these General Purchase Conditions, the provisions of the written agreement shall prevail. These General Purchase Conditions shall, however, remain applicable to the extent not expressly deviated from in such written agreement.
Article 3: Orders and Changes
1. All orders and change orders from STAXS must be confirmed by the supplier with an order confirmation within 48 hours, including all relevant details such as quantities, prices, and delivery dates.
2. STAXS is entitled at all times to modify the scope, nature, and delivery time. Changes requested by the supplier are only valid if agreed upon by STAXS in writing. The supplier must provide a revised order confirmation within 48 hours of receiving the change request.
3. If, in the supplier's opinion, a change affects the agreed price and/or delivery time, the supplier is obliged to inform STAXS of this in writing as soon as possible but no later than 24 hours after the notification of the requested change, before complying with the change.
4. STAXS is entitled to withdraw any order placed by STAXS before the execution of the order has started by the supplier. If STAXS intends to withdraw an order subsequent to the initiation of its execution by the supplier, the option is feasible, subject to the payment of the actual costs incurred by the supplier. STAXS shall not reimburse any costs or damages arising from withdrawing an order, unless agreed otherwise in writing by Parties.
5. The supplier shall keep STAXS informed on the execution of the agreement and provide information about orders upon request. This includes but is not limited to promptly informing STAXS in writing about any facts and circumstances that may lead to delays in the performance of the agreement.
Article 4: Representation
All agreements, commitments, and statements of STAXS employees are only binding on STAXS after written confirmation.
Article 5: Transfer of Rights and Obligations
Rights and obligations of the supplier, arising from the agreement between the parties, cannot be transferred to third parties unless STAXS has given written permission for this. STAXS may attach further conditions to this permission.
Article 6: Prices
Unless expressly agreed otherwise in writing, the agreed price will be fixed and binding. Prices are exclusive of VAT and include all costs and charges related to fulfilling the supplier's obligations.
Article 7: Delivery
1. The supplier guarantees:
a. That the delivery is complete, properly packaged, and labeled.
b. That the delivery fully complies with the agreed qualities and specifications and meets all applicable legal requirements and government regulations, including international standards effective in the Netherlands.
2. Delivery takes place at the agreed location and time. If delivery deadlines are exceeded, STAXS is entitled to dissolve the agreement in whole or in part without further notice and without judicial intervention, and to have it performed by a third party at the supplier's expense.
3. The supplier is obliged to inform STAXS in writing immediately if it becomes clear or can reasonably be assumed that they can only perform incompletely and/or not on time, specifying the performance they can achieve within which period. In such a case, STAXS is always entitled, without further notice and without judicial intervention, to cancel or dissolve the agreement without the supplier being entitled to payment of the purchase price or compensation.
Article 8: Inspection
1. STAXS does not accept any limitation of its legal right to invoke that the delivered goods do not comply with the agreement. STAXS may always inspect or have inspected the goods before delivery, for which the supplier must grant its permission. The supplier will cooperate in this free of charge. STAXS always has the right to proportionally suspend payment obligations. If it is determined that the goods do comply with the agreement, STAXS shall proceed to settle the payment.
2. In case of transport damage, STAXS has the right to refuse the goods or accept these under the condition that damage is compensated , reserving all rights.
3. If an inspection as referred to in this article cannot take place at the agreed time due to the supplier's actions, or if an inspection must be repeated, the resulting costs will be borne by the supplier.
4. In case of rejection of delivered goods, the supplier will ensure repair or replacement or a remedy of the delivered goods within five (5) working days. If the supplier does not fulfill this obligation in time, STAXS is entitled to obtain the necessary goods from a third party or take measures itself or have measures taken by a third party, all at the supplier's expense.
Article 9: Payment
1. STAXS must pay the amounts owed to the supplier within 60 (sixty) days of the invoice date or, if approval has not yet taken place on invoice date, after approval of the goods.
2. Payments made by STAXS can never give the supplier the confidence that STAXS agrees with the performance rendered. STAXS retains the statutory right to suspension or set-off.
3. Exceeding a payment term or non-payment based on suspected incorrectness of the invoice or inadequacy of the invoiced services or products, does not entitle the supplier to suspend or terminate their services.
Article 10: Risk and Transfer of Ownership
1. Ownership of goods transfers to STAXS upon delivery.
2. The risk of the goods remains with the supplier until the goods are approved in accordance with article 8 of these purchase conditions.
3. In case of rejection of the goods by STAXS, ownership of the goods reverts to the supplier.
Article 11: Guarantee and Repair of Defects
1. The supplier guarantees that the goods have the properties that STAXS could expect based on the agreement, are free of defects, suitable for the intended purpose, comply with legal requirements and other government regulations, as well as meeting the applicable safety, environmental and quality standards.
2. The supplier guarantees to repair all defects that may occur in the delivery, within one year after acceptance or use of the delivery or the object for which it is intended, free of charge for STAXS. The supplier further commits to carrying out this repair as soon as possible, and in any case within the reasonable period set by STAXS, by means of repair or replacement, at the supplier's discretion, of the defective delivery or its defective parts.
3. The supplier is responsible for all costs incurred to effect the repair of defects for which they are liable under paragraph 1.
4. In case of improper fulfillment of this repair obligation and/or non-fulfillment within the stipulated period, as well as in urgent cases, STAXS has the right to carry out the necessary work itself or have it carried out by third parties, at the supplier's expense and risk, provided the supplier is informed as soon as possible.
Article 12: Liability and insurance
1. The supplier shall fully compensate all direct damages suffered by STAXS as a result of or in connection with the execution of the agreement, regardless of whether such damages were caused by the supplier, its personnel or third parties engaged by the supplier.
2. Direct damages as referred to in the first paragraph shall include but not be limited to:
a. Damages to the properties of STAXS and/or third parties;
b. Costs of emergency measures, including the hiring of third parties;
c. Costs resulting from the (additional) deployment of internal and/or external personnel or other third parties to ensure the continued operations of STAXS;
d. Additional costs resulting from STAXS being unable to perform its core activities or not being able to perform them in a timely manner;
e. Reasonable costs incurred to prevent, limit or repair the damages;
f. Reasonable costs incurred to determine the cause of the damages, liability, damages and the manner of restoration;
g. Judicial and extrajudicial costs.
3. STAXS expressly rejects any limitation of liability by the supplier. The same applies, without prejudice to what is laid down in these conditions, to all rights otherwise accorded to STAXS by law if the supplier in any way falls short towards STAXS.
4. The supplier expressly holds harmless and indemnifies STAXS against financial claims by third parties in any connection with the agreement, including those under any product liability arrangement. In this context, the supplier is fully liable for damage as referred to in article 7:24 paragraph 2 of the Dutch Civil Code. Third parties also include STAXS employees.
5. The supplier guarantees to be adequately insured for the performance of any agreement between the supplier and STAXS from the moment of entering into the agreement and will maintain adequate insurance during the performance of the agreement.
Article 13: Dissolution and Suspension
1. STAXS is entitled to dissolve the agreement without judicial intervention or to suspend its execution, in which case the supplier is liable for all damages incurred by STAXS as a result, if:
a. the supplier does not fulfill their delivery obligations in time and also does not respond to a notice of default with a reasonable period.
b. the supplier is declared bankrupt, applies for suspension of payment, or liquidates its business in whole or in part.
c. in case of seizure and/or execution of (part of) the supplier's assets.
d. if the supplier fails to comply with a provision of these conditions.
2. STAXS may additionally terminate the agreement at any time by means of a registered letter, with a notice period of 2 months. In such case, an account settlement shall take place between STAXS and the supplier based on the services performed by the supplier in connection with the execution of the agreement and the reasonable costs incurred for future obligations related to the execution of the agreement. STAXS shall not be required to compensate the supplier in any other way for the consequences of the termination of the agreement.
3. If the agreement ends for any reason, the supplier shall return to STAXS all materials and data that belong to STAXS, or, at the first written request of STAXS, proceed to destroy these materials or data. In addition, the supplier shall provide all cooperation requested by STAXS at the end of the agreement in order to successfully transfer the obligations under the agreement to another supplier.
4. Obligations that, by their nature, are intended to continue after the end of the agreement shall remain in force after the end of the agreement.
Article 14: Confidentiality
1. Definition of Confidential Information:
- "Confidential Information" refers to all information exchanged between STAXS and the supplier, whether in written, oral, electronic, or any other form, that is designated as confidential or that ought reasonably to be understood to be confidential given the nature of the information or the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, technical data, financial information, and client information.
2. Obligations of Confidentiality:
- Both parties agree to maintain and protect the confidentiality of all Confidential Information and to use such information solely for the purpose of fulfilling their obligations under this agreement.
- Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the obligations under this agreement.
Article 15: Intellectual Property Rights
1. The supplier guarantees the free and undisturbed use of the delivered goods by STAXS, or by third parties to whom STAXS has forwarded it. The supplier indemnifies STAXS against any claims by third parties for infringement of their intellectual property rights and, therefore, also for all damages and costs that such a procedure entails and/or to which STAXS may be sentenced in such a procedure.
2. Insofar as STAXS provides materials, including drawings, estimates, schemes, and designs, to the supplier for the performance of its obligations, these materials shall remain at all times the (intellectual) property of STAXS.
3. If and to the extent that goods designed or manufactured specifically for STAXS or realized under the supervision or direction of STAXS or on the basis of its instructions or designs is or will be created, the intellectual property rights of those goods shall belong to STAXS, and to the extent that they rest with the supplier, they shall be transferred to STAXS by the supplier’s signing of the agreement, which transfer is hereby accepted by STAXS. If a further deed is required for the transfer of such rights, the supplier shall be obliged, at the first request of STAXS, to cooperate in the transfer of such rights without being able to set any conditions.
4. To the extent that the results referred to in the first paragraph are created using existing intellectual property rights not belonging to STAXS, the supplier shall grant STAXS a non-exclusive right of use for an indefinite period. In that case, the supplier guarantees to be authorized to grant the aforementioned right of use.
5. In the event of a disagreement between the Parties concerning intellectual property rights with regard to the results of the goods, it shall be assumed, unless proven otherwise, that those rights belong to STAXS. In all cases, STAXS may make the intended use of the results of the goods under the agreement.
6. The supplier hereby waives, with respect to STAXS, all personality rights that may be due to him with regard to the goods delivered by him, to the extent that the Copyright Act allows such a waiver.
Article 16: Applicable Law and Disputes
Dutch law applies to every agreement between STAXS and the supplier. All disputes arising from this agreement or subsequent agreements for its implementation will be exclusively subject to the jurisdiction of the Court in Leeuwarden.
Article 17: Version control
This version (1.1 – September 2025) replaces and supersedes all previous versions of the General Purchase Conditions STAXS B.V.