St. Paul’s general purchase conditions are originally drawn up in Dutch language under Dutch law. This is an English translation of the Dutch text. As a result of the translation into English, certain legal terms under Dutch law may not always appear as such clearly. Before accepting these general purchase conditions of St. Paul, it is therefore advisable to request and consult the Dutch text or have it assessed by an expert lawyer.
The Dutch text is binding and shall prevail in the event of any discrepancies and/or differences between the English and the Dutch text. The Dutch text is also the basis for assessing the interpretation of provisions in St. Paul’s general purchase conditions and takes precedence over the English translation in this respect. The contractor who accepts St. Paul’s general purchase conditions agrees to the foregoing.
1. Definitions
Offer: the written document in which the Contractor makes a price quote, also known as a quotation, being an offer within the meaning of the Civil Code.
Request: St. Paul’s request for an Offer.
Delivery: the provision of possession of the Goods to St. Paul.
Communication: oral and written communication, preferably in Dutch, otherwise in English and/or German.
Data: digital representations of acts, facts or information and/or compilations of such acts, facts or information, including in the form of sound, visual or audiovisual recordings.
Services: all work to be performed by the Contractor for St. Paul, including but not limited to work performed on the basis of a Contract for Services or a work contract.
Goods: tangible objects and property rights, including parts, accessories and components thereof, which must be delivered to St. Paul by the Contractor.
Auxiliary person: a natural or legal person, including an employee of the Contractor, who is engaged by the Contractor in the performance of the Agreement.
IP rights: all (claims to) intellectual property rights, including but not limited to, copyrights, database rights and goodwill.
Deliveries (Delivery): the Goods or Services or Software to be delivered by the Contractor to St. Paul on the basis of the Agreement.
Contractor: the counterparty of St. Paul mentioned in the Agreement, being the natural or legal person who enters into an Agreement with St. Paul, contractor within the meaning of a construction contract or contractor within the meaning of a Contract for services or contracting party of St. Paul under another type of (legal) Agreement, including for example the supplier of goods, services and/or software to St. Paul.
Agreement: all that has been agreed between St. Paul and the Contractor, including the written agreements including associated appendices between the Contractor and St. Paul regarding the Delivery.
Party/Parties: St. Paul and/or Contractor.
Contractor Personnel: the staff members or other assistants to be engaged by the Contractor for the performance of the Agreement who have concluded an Agreement (of assignment) with the Contractor.
Performance/Performances: Deliveries and/or Services and/or Software to be performed.
Production tools: dies, moulds, shapes, stamps, gauges, models, drawings, methods, production technologies and other tools, procedures and instructions that the Contractor needs for the Delivery of the Goods and/or Services and/or Software.
Software: computer programs, whether or not in machine-readable form, and the associated documentation made available to St. Paul by the Contractor.
Written: correspondence by post or electronic means where: the notification can be consulted by the addressee, the authenticity of the notification is sufficiently guaranteed, and the identity of the notifier can be established with sufficient certainty.
St. Paul: the St. Paul BV or its affiliated entity as specified in the respective purchase order or Agreement being St Paul NV, St Paul BV, St Paul A&T NV, Maison St Jean ,Maison Belle Dune BV and Koninklijke ERU Kaasfabriek BV.
Terms and Conditions: these general purchasing conditions.
2. Applicability
2.1. These Terms and Conditions apply to all Agreements, requests, offers and orders relating to the Delivery of Goods, Services and/or Software.
2.2. These General Terms and Conditions of Purchase apply to all Requests from St. Paul, proposals and Offers from the Contractor, as well as to orders, contracts, Agreements and other legal relationships between the Contractor and St. Paul.
2.3. In the event of any conflict between the provisions of the Agreement and these General Terms and Conditions of Purchase, the provisions of the Agreement shall prevail.
2.4. These Terms are available in both Dutch and English. In case of differences in interpretation, the Dutch text shall prevail.
2.5. If one or more provisions of these General Terms and Conditions of Purchase are null and void or are annulled, the validity of the remaining provisions shall remain unchanged. St. Paul and the Contractor will attempt to agree on a replacement provision that approximates the purport of the void or annulled provision as closely as possible.
2.6. A Contractor who has previously contracted under these Terms and Conditions accepts the applicability of these General Purchasing Conditions to subsequent Agreements with St. Paul.
2.7. St. Paul may amend these General Terms and Conditions of Purchase. The changes will come into effect thirty days after St. Paul has notified the Contractor of the changes in writing.
2.8. These Terms and Conditions shall at all times prevail over the general terms and conditions of the Contractor, regardless of their name.
2.9. Deviating and/or additional terms and conditions of the Contractor shall only apply if they have been accepted in writing by St. Paul and shall then only apply to the relevant Agreement.
3. Offers and conclusion of the Agreement
3.1. Requests for an Offer by St. Paul are not binding on St. Paul.
3.2. Unless otherwise agreed in writing, Offers made by the Contractor are binding and irrevocable and are valid for at least three months after the date of the offer.
3.3. The costs associated with the Offer, including but not limited to costs for drawings, designs and samples, shall be borne entirely by the Contractor.
3.4. The Agreement is concluded by the issuance of a purchase order for Goods and/or Software, or by a written confirmation by St. Paul for the Services.
3.5. St. Paul reserves the right to revoke placed orders or orders already placed if the Contractor has not confirmed receipt thereof in writing within one week by means of an order confirmation, unless St. Paul has already explicitly, unambiguously and unconditionally accepted the Delivery or Dispatch.
3.6. In the absence of an Agreement, the Delivery of goods, services and/or software shall be entirely at the expense and risk of the Contractor.
4. Price and price revision
4.1. The prices are exclusive of VAT and include all costs related to the performance of the Agreement by the Contractor.
4.2. Prices are fixed, unless the Agreement specifies circumstances that may lead to an adjustment of prices and determines the manner in which the adjustment takes place. St. Paul BV is not obliged to pay any additional payment requested by the Contractor on the basis of misunderstandings regarding the goods to be delivered, or on any other grounds whatsoever.
4.3. The Contractor will perform the Agreement at the prices stated in its Offer in euros.
4.4. Additional Services not reasonably included in the Agreement are only additional work to the extent that this can be attributed exclusively to St. Paul and St. Paul has given prior written permission for this to the Contractor. If the Services included in the Agreement are reasonably reduced and/or lessened, this constitutes reduced work.
4.5. Additional work will only be processed by the Contractor after the content and prices have been agreed in writing with St. Paul.
4.6. Settlement of additional work or settlement of less work will take place at a maximum of the prices stated in the Offer, unless otherwise agreed in writing.
4.7. To the extent that the prices of additional or reduced work are not included in the Offer, the Contractor undertakes to offer only market-conform prices for additional or reduced work.
5. Delivery and, quality and control
5.1. Unless otherwise agreed in writing, Deliveries will be made in accordance with the delivery term “Delivered Duty Paid” (Incoterms 2020), Sint Jansteen, including unloading at the agreed place of Delivery/Delivery within the agreed term or, if St. Paul specifies an exact time of Delivery, at that exact time.
5.2. St. Paul is entitled to postpone the Delivery. In that case, the Contractor will properly package the goods, store them separately and identifiably, preserve, secure and insure them. The reasonable and fair costs incurred by the Contractor in this context will be reimbursed by St. Paul BV, but only after prior written consent from St. Paul.
5.3. The Contractor must immediately inform St. Paul in writing of any threat of exceeding the agreed time of Delivery/Handover.
5.4. If goods are not delivered at the agreed location, for the agreed amount or within the agreed period corresponding to the Agreement, the Contractor is “de jure” in default. The agreed term is a fatal term.
5.5. Unless otherwise agreed in writing, each Delivery must be accompanied by a properly specified delivery note/packing list (stating the relevant St. Paul purchase order number), as well as all associated documentation such as quality and warranty certificates, maintenance and instruction manuals, drawings and operating instructions (in whatever form), as well as all necessary parts, auxiliary materials, accessories, tools and spare parts. St. Paul BV is entitled to use the documentation, including making multiple copies for its own use and training purposes, as well as to supply and transfer the documentation to its customers.
5.6. Estimates of purchase volumes provided by St. Paul are intended only as an aid to the Contractor’s planning and not to force St. Paul to purchase. St. Paul BV does not guarantee the Contractor a minimum purchase volume, nor do quantity indications bind St. Paul BV, unless and to the extent that the parties have made express written agreements about this, which have been signed by both parties for approval.
5.7. To the extent applicable to the Delivery, the items must comply with all legal and official (device) guidelines and EMC guidelines and will be provided with the correct CE marking.
5.8. Numbers
- a. Delivery: If too many goods are delivered, the customer has the right to refuse the excess delivery. The Contractor will be notified of this and must then collect the goods himself and issue a credit note.
- b. Underdelivery: If fewer goods are delivered than ordered, the supplier must supplement this to the ordered quantity, unless written approval has been given for this underdelivery. Invoices will be processed after the above conditions have been met. The payment term in Article 10 applies to this.
5.9. Each Delivery must clearly indicate which packaging is delivered to enable proper packaging registration.
5.10. In the event of Delivery of production materials, goods and parts by third parties to the Contractor, the Contractor must forward the accompanying documentation to St. Paul within twenty-four hours.
5.11. The Contractor guarantees that the Services provided comply with the Agreement, the generally applicable standards, the quality standards of St. Paul and the regulations applicable by or pursuant to law or treaty with regard to, but not limited to, safety, accessibility, health, the environment, Data and information security.
5.12. St. Paul has the right to, if necessary, with the assistance of third parties, carry out an audit of the Contractor’s compliance with the Agreement. The Contractor is obliged to cooperate in this regard. The costs of this audit will be borne by St. Paul, unless the audit shows that the Contractor has not complied with one or more material obligations and/or the costs are incurred by the Contractor.
6. Transfer of ownership
6.1. Ownership shall pass at the time of Delivery, unless otherwise agreed, without prejudice to St. Paul’s right to reject the goods.
6.2. If St. Paul makes items and materials, including but not limited to documentation on which St. Paul’s intellectual property rights rest, raw materials, tools, drawings, specifications or software, available to the Contractor for whatever reason, these shall remain the property of St. Paul. The Contractor shall keep these separate from objects belonging to himself or to others and shall mark them as the property of St. Paul.
6.3. The Contractor shall store and preserve the items and materials received from St. Paul, as referred to in paragraph 2 of this article, with due care and diligence.
6.4. At the moment that materials, as referred to in paragraph 2 of this article, are processed into items or materials of the Contractor, these become a new item or new material of which St. Paul obtains ownership.
6.5. The Contractor undertakes towards St. Paul to return all items that St. Paul has made available to the Contractor at the first request of St. Paul and at the expense of the Contractor.
7. Changes
7.1. St. Paul is entitled to change the size, quantity and/or quality of the ordered items.
7.2. Changes must be communicated to the Contractor in writing. If a change could have consequences for the agreed price and/or the time of Delivery/Delivery, the Contractor is obliged to inform St. Paul of this in writing as soon as possible, but no later than 8 days after notification of the requested change, before complying with the change. The Contractor shall be deemed to have agreed to the requested change if he does not reject the change in writing and with reasons within 8 days of notification. After this period has expired, the Contractor can no longer claim a price increase from St. Paul in connection with the changes.
8. Inspection
8.1. St. Paul is authorized, but not obliged, to inspect the goods during production, processing and storage, as well as after Delivery and Dispatch. This also applies to items supplied by contractors or suppliers of the Contractor. Inspection of items at the Contractor’s business location does not constitute approval, Delivery, Delivery or acceptance.
8.2. St. Paul is authorized, but not obliged, to inspect the goods during production, processing and storage, as well as after Delivery and Dispatch. This also applies to items supplied by contractors or suppliers of the Contractor. Inspection of items at the Contractor’s business location does not constitute approval, Delivery, Delivery or acceptance.
8.3. The Contractor shall, to the extent reasonably requested by St. Paul, provide assistants and the materials, resources and tools required for the inspection free of charge. The energy and resources required for the inspection are made available free of charge by the person in whose company the inspection is carried out.
8.4. In the event of rejection or refusal to accept, St. Paul will notify the Contractor of this in writing as soon as possible. St. Paul may, at its own discretion, return the rejected items to the Contractor, retain them at the Contractor’s expense and risk until the Contractor retrieves the items, or – if the items bear the name or logo of St. Paul – destroy the items without being obliged to pay the purchase price. All of this is at the expense and risk of the Contractor, with the obligation of the Contractor to immediately repay the purchase price, without prejudice to the other obligations of the Contractor. Any specifically agreed inspection, testing and acceptance provisions shall prevail over the provisions of this Article 7. Any inspection carried out by St. Paul, or the failure to do so, shall not affect any claims that St. Paul may have against the Contractor with respect to any subsequent failure by the Contractor to fulfil its obligations.
9. Fitness for purpose / warranty
9.1. Without prejudice to Article 5 .7 and the statutory obligations, the Contractor guarantees that all delivered items are suitable for the purpose for which they were offered or ordered by St. Paul, if this purpose has been communicated to the Contractor or is otherwise known to the Contractor or should reasonably be known. Furthermore, the Contractor guarantees that all delivered items comply with the agreed specifications and approved samples, that they have been manufactured with good workmanship, are new, are of good quality and free from construction errors, manufacturing errors and defective materials. The goods and their operation must comply with all (mandatory) regulations, such as those relating to safety, health and environmental protection, that apply in the country where the goods will be used, if this has been communicated to the Contractor or is otherwise known or should reasonably be known.
9.2. If the order includes installation, mounting, assembly, commissioning, construction/contracting or other work to be carried out by the Contractor, this will be done with good workmanship. The Contractor shall carry out these activities with a sufficient or agreed number of persons and a sufficient quantity of materials, parts, tools and equipment of suitable or agreed qualifications or quality. The Contractor guarantees that the work will be carried out in accordance with the agreed and legal requirements and that the desired result will be achieved, both in terms of time and quality.The contractor is then also obliged to follow the orders and instructions given by or on behalf of the client. The execution of the work must be such that the completion of the work within the agreed period is assured. If the nature of the work gives reason to do so, the contractor will inform himself of the location of cables and pipes before commencing the work. The contractor is deemed to be familiar with the statutory regulations and government decrees relevant to the execution of the work, insofar as these apply on the day of the Offer. The consequences associated with compliance with these regulations and decisions are his responsibility. The contractor is obliged to point out to the client any imperfections in constructions and working methods prescribed by or on behalf of the client and in orders and instructions given by or on behalf of the client, as well as any defects in building materials and resources made available or prescribed by the client, insofar as the contractor was aware of these or should reasonably have been aware of these. If the pricing method of cost-plus has been agreed, the contractor will prepare weekly reports and submit them to the client. The weekly reports include notes on the hours spent and the material processed. If the client objects to the contents of a weekly report, he shall inform the contractor thereof as soon as possible, in writing or electronically, stating the reasons.
9.3. The Contractor bears full responsibility for its own Performance and the Performance of its Personnel.
9.4. Actual performance of Services does not imply approval by St. Paul.
9.5. If a warranty period is included in the Agreement, this shall be understood to mean the period within which the Contractor, in the event of Delivery of defective goods and/or services, will, at the discretion of St. Paul, ensure that the defects are repaired, the goods and/or services are redelivered, or the refund is made, as determined in paragraph 5 of this article. This applies regardless of the cause of the defect and without prejudice to the liability of the Contractor after the warranty period has expired, unless the defect was caused by intent or gross negligence on the part of St. Paul.
9.6. If no warranty period is included in the Agreement, a warranty period of at least one (1) year shall apply after receipt and acceptance and, if applicable, installation, assembly, commissioning or delivery to the end customer (or other work to be carried out on the goods) of the goods, without prejudice to the liability of the Contractor after the expiry of that period.
9.7. If St. Paul determines goods/services do not meet requirements, it may:
- a. Return the goods and cancel payment obligation
- b. Request renewed Delivery
- c. Request repair
Costs and risks are borne by Contractor.
9.8. Rejected goods remain or revert to the property of the Contractor at the time of notification.
9.9. If the Contractor fails to fulfill warranty obligations, St. Paul may have repairs done by third parties at Contractor’s expense.
9.10. Contractor guarantees availability of parts for an agreed term, or at least 10 years.
9.11. Contractor must inform St. Paul if parts are discontinued.
10. Billing and Payment
10.1. Unless otherwise agreed, invoicing takes place only after Delivery.
10.2. Invoices must state the relevant purchase order number and be submitted digitally.
10.3. St. Paul will pay the undisputed invoice amount within 60 days after receipt and acceptance.
10.4. St. Paul may suspend payment in case of defect or failure.
10.5. St. Paul may offset invoice amounts with amounts owed by the Contractor.
10.6. For advance payments, St. Paul may require a bank guarantee.
10.7. Payment does not constitute waiver of rights.
10.8. The right to invoice expires 6 months after Delivery.
11. IP rights (and industrial property rights) and Data
11.1. Unless otherwise agreed, all IP rights developed or produced by the Contractor in the performance of the Agreement rest with St. Paul.
11.2. By entering into the Agreement, these rights are transferred to St. Paul.
11.3. The Contractor guarantees it has made arrangements with employees or third parties to allow transfer of these rights.
11.4. If Deliveries contain IP rights, St. Paul obtains a free, perpetual license. All IP rights arising from the Agreement are transferred to St. Paul.
11.5. The Contractor indemnifies St. Paul against third-party claims alleging infringement of any IP or property rights.
11.6. If Goods are capable of generating or collecting Data, the Contractor will inform St. Paul.
11.7. The Contractor will provide the technical means for St. Paul to access and store the Data free of charge.
11.8. The Data must be provided in readable formats, with complete documentation, and comply with legal requirements.
11.9. St. Paul may store, use, and share the Data, including publishing or sharing with third parties.
11.10. If the Data proves incorrect/incomplete, the Contractor must correct it even after termination of the Agreement.
11.11. If the Contractor also has access to the Data, it shall:
- Use it only for contractual/statutory obligations
- Destroy it on St. Paul’s request or at the end of the Agreement
- Offer St. Paul a final opportunity to retrieve the Data
11.12. Contractor must assist St. Paul in interpreting the Data at no cost, unless agreed otherwise.
11.13. Articles 11.7 to 11.12 do not apply if: - Fulfillment is technically impossible
- Fulfillment conflicts with legal obligations
- The Data involves Contractor’s trade secrets
- St. Paul explicitly indicates it does not wish to receive the Data
12. Execution, default, termination and dissolution
12.1. St. Paul may terminate the Agreement with a notice period as agreed or, if not specified, with reasonable notice.
12.2. If the Contractor fails in any obligation, St. Paul may:
- a. Allow correction within a set period, or
- b. Terminate the Agreement wholly or partially without further notice or court intervention
12.3. St. Paul may also terminate the Agreement without notice in cases including: - Suspension of payment
- Bankruptcy or statutory debt restructuring
- Seizure of business assets
- Liquidation or closure
- Bribery or unlawful benefit to St. Paul employees
- Doubts about Contractor’s continuity
- Acquisition by a party with which St. Paul does not wish to be associated
12.4. If force majeure lasts or is expected to last over 30 days, St. Paul may terminate the Agreement.
12.5. Upon termination, St. Paul may retain Deliveries or demand their transfer at Contractor’s expense.
12.6. St. Paul owes no compensation upon termination.
12.7. Non-attributable shortcomings must be reported by Contractor with supporting documents.
12.8. Illness, staff shortages, strikes, lack of materials, supplier issues, production disruptions, or liquidity problems are not considered force majeure.
13. Transfer of rights and obligations
13.1. Outsourcing to third parties is only permitted with written consent from St. Paul.
13.2. Contractor remains fully responsible for third-party performance.
14. Default
14.1. If Contractor fails to perform properly or on time, St. Paul may:
- a. Give time to meet obligations
- b. Terminate the Agreement wholly or partially without court intervention
14.2. Repeated minor failures may cumulatively constitute a material breach.
14.3. St. Paul retains the right to compensation for damages.
14.4. St. Paul reserves the right to invoke non-conformity of Deliveries.
15. Liability and insurance
15.1. The Contractor is liable for damage due to failure or breach of contractual or legal obligations.
15.2. The Contractor indemnifies St. Paul against product liability and safety-related claims.
15.3. The Contractor must maintain appropriate insurance for its liabilities.
15.4. Upon request, Contractor must provide proof of insurance.
16. Contractor personnel, materials safety and compliance with rules and regulations
16.1. The Contractor, its employees and third parties must comply with all legal, health and environmental regulations and with St. Paul’s internal rules.
16.2. Before starting work, the Contractor and its personnel must be aware of:
- a. The site rules of St. Paul, especially regarding safety, health, and environment
- b. The specific conditions of the premises where work will occur, including third-party sites
16.3. Delays caused by lack of awareness or compliance with the above are at the Contractor’s expense.
16.4. The Contractor must ensure that its presence on St. Paul’s premises does not disrupt operations.
16.5. A copy of relevant regulations will be provided to the Contractor on request.
16.6. If Contractor Personnel proves unfit or unable to continue, St. Paul may demand their replacement.
16.7. Replacement of Contractor Personnel requires prior written consent, unless urgent, in which case verbal consent suffices.
16.8. Replacement must be arranged within a week or sooner if needed, at Contractor’s expense.
16.9. Contractor warrants that its personnel are entitled to work in the Netherlands or relevant countries.
16.10. Contractor is responsible for complying with tax and social security laws and indemnifies St. Paul against related claims.
16.11. Contractor is also responsible for compliance with labor law and applicable collective agreements.
16.12. Contractor must impose the same obligations on its subcontractors, and ensure the chain of compliance continues.
16.13. Contractor provides all necessary materials and tools at its own cost, unless otherwise agreed.
16.14. Contractor is responsible for quality and insurance of materials and equipment used.
16.15. Use of St. Paul’s items by the Contractor is at Contractor’s risk; any misuse or resulting claims must be covered by the Contractor.
17. Non-waiver
17.1. St. Paul’s failure or delay in exercising any right shall not constitute a waiver of that right. Partial use of a right does not prevent future use of that or other rights.
18. Confidentiality and prohibition of disclosure
18.1. Contractor must treat the Agreement and all business information from St. Paul as confidential and seek written consent for any disclosures, including via media.
18.2. The name “St. Paul” may not be used in publications or promotions without written consent.
18.3. Contractor must ensure its personnel also comply with confidentiality.
18.4. Contractor may require St. Paul staff to sign confidentiality agreements upon request.
18.5. Violation of confidentiality terms allows St. Paul to suspend or terminate the Agreement immediately.
18.6. In case of breach, a penalty of €10,000 per violation and €2,000 per day applies, without prejudice to further claims.
18.7. Confidentiality obligations continue beyond termination of the Agreement.
19. Applicable law and disputes
19.1. Dutch law exclusively governs the Agreement and related legal relationships.
19.2. The Vienna Sales Convention (CISG 1980) is explicitly excluded.
19.3. The competent court in Zeeland-West-Brabant, Middelburg, has exclusive jurisdiction, unless St. Paul opts for another competent court.