General Purchase Conditions

1.1 In these General Purchasing Conditions (“Conditions”) the following definitions are used: 

Meyn: Meyn Food Processing Technology B.V.

Supplier: producer and/or seller of Goods

Purchase Order: ordering document or written contract specifying the Goods purchased by Meyn and duly issued by Meyn

Goods: equipment, parts and/or services purchased by Meyn under a Purchase Order

2.1 These Conditions exclusively apply to all legal relationships between Meyn and the Supplier for the sale and supply of Goods by Supplier to Meyn. By entering into a Purchase Order, the Supplier expressly acknowledges and accepts the applicability of these Conditions.

2.2 The applicability of other general terms and conditions of third parties (including sales conditions of Supplier) or other terms implied by law, trade custom, practice or course of business is hereby expressly excluded.

2.3 Deviating conditions and amendments and additions to any provision of a Purchase Order shall only be valid if they have been laid down in writing and signed by Meyn and Supplier.

2.4 In the event of any inconsistency between a Purchase Order and the Conditions, first the Purchase Order and secondly the Conditions shall prevail (in this order).

3.1 Only written Purchase Orders are legally binding. Purchase Orders placed verbally must be followed by a written confirmation to become legally binding.

3.2 Meyn shall have the right, twenty four (24) hours prior to shipment of the Goods, to make changes in specifications and/or delivery dates set forth in a Purchase Order.

3.3 If any such changes cause a substantial increase in cost or delivery time, Supplier shall notify Meyn in writing within twenty-four (24) hours after receipt of the change and explain the amount and basis for any such adjustment in cost or delivery time. If Meyn accepts such adjustments, (a) the parties shall execute an amendment to the Purchase Order to evidence such adjustments, or (b) Meyn shall issue a revised Purchase Order. If Meyn rejects such adjustments, Meyn shall have the right to cancel all or any part of such Purchase Order without liability or penalty.

3.4 If on the other hand any such changes do not have a material impact on the execution of a Purchase Order, the Supplier shall reasonably cooperate with such request, without Meyn incurring any additional costs or expenses thereunder.

4.1 Supplier represents and warrants that:

(b) all Goods correspond with the specifications stated in the Purchase Order.

(c) all Goods sourced, produced and sold to Meyn under a Purchase Order meet the highest and latest technical and industry standards. The Supplier agrees to adhere to and incorporate any updates or advancements in technical specifications and practices to ensure the delivered Goods consistently align with any evolving standards.

(d) all Goods sourced, produced and sold to Meyn, including their packaging, labelling and shipping, will comply with all applicable laws, mandatory requirements, certificates, regulations and industry standards.

(e) all Goods delivered to Meyn shall be new (unless specifically agreed upon in writing otherwise), free from defects, fit for intended use, conform to Supplier’s published specifications, be safe for intended use and be free from recycling fees and accompanied with all appropriate certificates.

(f) Supplier shall provide accurate and clear information regarding content, (safe) use, maintenance, storage and disposal of the Goods for end users of the Goods, if needed in local language(s) laid down in local law in the country of sale. Meyn shall have the right to use such data in any way required for publication in its catalogues, promotion, or marketing materials.

(g) Supplier shall use best efforts to notify Meyn of all new releases and Goods replacements at least 120 days prior to public announcement.

4.2 The warranties under previous paragraphs in this article 4 shall be valid for at least twenty-four (24) months from date of delivery to Meyn or the minimum period required by local law, whichever is longer. Goods which fail to comply with the requirements of this Article shall not be offered to Meyn.

4.3 Supplier has the absolute right to sell the Goods, and that upon each sale Meyn will acquire good and marketable title to the Goods free and clear of all liens, claims, interests and encumbrances.

4.4 Supplier shall not, directly or indirectly, offer, promise, give or demand a bribe or other undue advantage to obtain or retain business or other improper advantage. Further, Supplier shall not violate any provision of the OECD Convention on combating bribery of foreign public officials in international business transactions or any similar local law by, without limitation, making any payment or giving anything of value, directly or indirectly, to any government official (including any director, employee or agent of any government department, agency or instrumentality) to influence any of their decisions, or to gain any other advantage.

4.5 Meyn shall have no obligation to purchase any Goods from Supplier and it also being understood that Meyn shall not be bound by any minimum volume commitment, value or amount, unless agreed upon under a Purchase Order.

4.6 Supplier shall not be the exclusive supplier of Goods to Meyn (it being understood that Meyn shall have the right to purchase Goods from any other source at any time).

4.7 If Supplier receives a Purchase Order for a Good for which a new version, replacement or other change is planned to be introduced within 60 days of a scheduled ship date, or if Supplier intends to discontinue the Good within 60 days of a scheduled ship date, Supplier shall promptly notify Meyn and permit Meyn to either accept the original Goods order, or revise or cancel the portion(s) of the Purchase Order containing such Good without liability or penalty, and without prejudice to any other rights and obligations of the Parties under the Purchase Order.

4.8 Supplier shall not, during the term of the business relationship between Meyn and Supplier and for one year thereafter, hire or solicit any employee of Meyn whose responsibilities include selling or marketing Goods to end users.

5.1 The agreed prices in a Purchase Order are final and inclusive of warranty and shall exclude any additional claims by the Supplier. Unless agreed upon in writing otherwise, the prices shall be in Euro and are exclusive of VAT.

Should any payment from Meyn to Supplier be subject to withholding or other similar taxes assessed by any government or authority, then Supplier shall indemnify and hold Meyn and its affiliates harmless from any payment of such taxes.

5.2 The payment term for Meyn starts from the date that Meyn has received both the Goods and their corresponding invoice. If these are not received simultaneously, the payment term starts from the earliest date on which both the Goods and the corresponding invoice will be in the possession of Meyn.

5.3 The payment term shall be 60 days. However, a shorter payment term may apply if Meyn and Supplier agree on a payment acceleration payment scheme (“PAP”). Unless agreed upon in writing otherwise, by default a PAP will provide for a 2% discount if payment is made by Meyn within 14 days.

5.4 The Goods must be packed in such a way that during transport no damage will occur.

5.5 Packaging, returning packaging, insurance, handling, environmental charges, transport to the delivery address identified on the Purchase Order and any other additional order costs are at the expense and risk of the Supplier.

5.6 Unless agreed upon in writing otherwise, delivery shall take place to Meyn at its location at Westeinde 8, Oostzaan, the Netherlands and in accordance with the terms included in the Purchase Order. If incoterms are applicable, it shall be the version of the ICC Incoterms, as issued by the International Chamber of Commerce in Paris, France, valid on the date of the Purchase Order.

5.7 Risk of loss or damage to the Goods shall be transferred to Meyn upon delivery and payment of the Goods to Meyn.

In the event Goods are returned to Supplier, the risk of loss or damage of the Goods shall pass to the Supplier upon delivery to the carrier or, if the Supplier collects the Goods itself, upon delivery to the Supplier.

5.8 Meyn is entitled to set off or deduct all outstanding amounts due to Supplier or its affiliates against payables by Meyn to Supplier or its affiliates.

5.9 Meyn has the right to inspect and test the Goods during manufacturing and processing. In case Meyn exercises this right, the Supplier shall provide or arrange for access to any facilities that may be reasonably requested by Meyn.

6.1 The agreed delivery date or committed lead time is binding.

6.2 In case the Supplier does not meet the agreed delivery date or lead time Meyn has the right to immediately withdraw from the Purchase Order without any costs and providing any formal notice and to demand (a) the penalty as specified in Article 6.3. and (b) Supplier shall be liable to compensate Meyn for damages and losses.

6.3 If the Supplier's delivery date or lead time is overdue, then in addition to any other legal claims, Meyn shall be entitled to a penalty of 0,3% of the order amount per day of delay, up to a maximum of 5% of the Purchase Order amount. Acceptance of the late delivery and/or the late performance of the agreed services does not imply waiver of any compensation or claims.

6.4 In the event of bankruptcy, suspension of payment, plant shutdown, termination of business, and/or liquidation of the Supplier, the Supplier shall be in default which gives Meyn the right to completely or partially terminate any outstanding Purchase Orders without providing any formal notice and without incurring any liability in that respect.

6.5 Force Majeure occurrence shall mean any occurrence which (a) hinders, delays or prevents a party in performing any of its obligations and (b) is beyond the reasonable control of, and without the fault or negligence of, such party, and (c) by the exercise of reasonable diligence such party is unable to prevent or provide against.

In the event of a Force Majeure occurrence, the party whose performance of any of its obligations is affected shall notify the other Party as soon as is reasonably possible giving the full relevant particulars and shall use its reasonable efforts to promptly remedy the situation. If such nonperformance continues in effect for more than thirty (30) days, the other party may, at its option, terminate the Purchase Order.

No Party shall be responsible for any failure to fulfill any of its obligations under the Purchase Order to the extent that fulfillment has been hindered or delayed or prevented by a Force Majeure occurrence which has been notified in accordance with this Article and the time for performance of the obligation(s) affected shall be adjusted by a reasonable amount.

6.6 In the event of termination of a Purchase Order by Meyn under Article 6.4 or 6.5, the Supplier is obliged to immediately refund all payments received from Meyn in relation to such Purchase Order and to compensate all the extra costs that Meyn may incur for a reasonable replacement of the Goods.

7.1 The title and ownership of the Goods shall be transferred to Meyn once the Goods have been paid in full by Meyn. Supplier’s retention of title shall not affect Meyn's right to use the Goods in the ordinary course of business.

7.2 The Supplier acknowledges and agrees that the Goods supplied, whether or not they are part of machinery or systems produced by Meyn, may be delivered to end users in the Netherlands and internationally. This delivery to end users shall not affect the Supplier’s guarantee, warranty, or legal obligations, including any responsibility for the Goods' conformity with applicable laws, regulations, and quality standards.

8.1 The Goods warranty period shall be twelve (12) months after the date Meyn puts the Goods to use, or eighteen (18) months after delivery and acceptance by Meyn, whichever date comes first.

8.2 In the event that during the warranty period a defect occurs attributable to Supplier, the Supplier shall be obliged to correct the defect as quickly as possible by means of repair and/or replacement without any costs for Meyn. In case the corrective measures are not carried out within a reasonable period, Meyn shall be entitled to undertake these corrective measures itself, or instruct a third party to undertake them, on behalf of the Supplier. The costs for this intervention by Meyn will be paid by the Supplier.

8.3 For repaired or replaced Goods under the warranty a new warranty period will start for the duration as provided for under Article 8.1 upon completion of the remedy for the Goods or, if acceptance of the performance is required by Meyn, on the acceptance by Meyn thereof.

8.4 If Meyn suffers damages or losses as a result of defective deliveries or services, in addition to it’s statutory claims, Meyn shall be entitled to liquidated damages in the amount of 15% of the Purchase Order amount.

9.1 If the Supplier attributably fails to comply with any obligation towards Meyn, the Supplier will be liable to compensate Meyn for all direct and indirect damages so caused. The Supplier shall arrange for adequate insurance against all liability related to its obligations to Meyn.

9.2 Except for damages arising from Meyn’s gross negligence or willful misconduct Meyn shall not be liable for any direct or indirect damages caused, irrespective of the cause of action or legal theory under which such damages are sought.

9.3 Supplier shall indemnify and defend Meyn and its affiliates (including their respective directors, officers, employees, and agents) against all financial and other consequences of any third party claims, demands, suits or actions resulting from, arising out of or relating to the performance or nonperformance of its obligations to Meyn, including any alleged or actual (1) harm caused by Goods provided by Supplier hereunder, (2) negligent acts or omissions, willful misconduct or fraud, (3) violation of any statute, law, ordinance or regulation, or (4) infringement of any patent, copyright, trademark, trade secret or other intellectual property or other rights of a third party resulting from, arising out of or relating to any Goods provided by Supplier under the Purchase Order (“Indemnifiable Claim”).

9.4 With respect to each Indemnifiable Claim, Supplier shall indemnify and hold harmless Meyn and its affiliates (including their respective directors, officers, employees, and agents) from and against any and all damages, judgments, awards, expenses and costs that are awarded and payable to the third party by a court of competent jurisdiction or that are payable to the third party pursuant to a settlement made by Meyn or by Supplier. 
Meyn shall give Supplier prompt written notice of any claim. Failure or delay in giving such notice shall not diminish Supplier’s indemnity obligations unless and only to the extent that Supplier is materially and adversely affected thereby. Supplier shall be permitted to control the defense of such claim if Supplier acts promptly and reasonably as determined by Meyn’s reasonable judgement. In any event, Supplier shall pay all reasonable defense or settlement costs whether or not Supplier controls the defense.

9.5 Meyn shall reasonably cooperate (at Supplier’s expense) in the defense or settlement of such claim. If the use by Meyn or any of their respective customers of any Goods become, or may become, impeded in any way due to any actual or anticipated claim, then at Meyn’s request and option Supplier shall, at Supplier’s expense, either (a) obtain for Meyn and Meyn’s customers the right to continue using such Goods; (b) replace or modify such Goods so that they are no longer subject to such claim, and continue to perform in a functionally equivalent manner in compliance with Meyn’s specifications; or (c) if neither of the foregoing is commercially practicable, accept for return from Meyn such Goods, in which case Meyn shall have the right, at its option, to (1) receive a credit for the value of such returned Goods against an applicable invoice or (2) obtain a cash refund for the purchase price of such returned Goods.

10.1 All models, dies, moulds, drawings, etc. provided by Meyn or procured, or specifically made for the performance of a Purchase Order at the costs of Meyn, shall remain or become the property of Meyn at the time of procurement or manufacturing. The Supplier shall mark these auxiliaries clearly as property of Meyn and shall keep the auxiliaries insured.

10.2 Except as otherwise expressly agreed upon, all right, title, and interest in and to any deliverables and other work product specifically produced for and provided to Meyn or its affiliates under a Purchase Order (collectively referred to herein as “Work Product”) shall be exclusively owned by Meyn, including, without limitation, all rights under any applicable copyrights, patents, trade secrets, and other intellectual property rights. Supplier hereby assigns to Meyn all right, title, and interest in and to all such Work Product, including, without limitation, all rights under any applicable copyrights, patents, trade secrets, and other intellectual property rights. 
From time to time upon Meyn’s request, Supplier and its personnel shall confirm such assignments by execution and delivery of such written instruments as Meyn may request.

10.3 Supplier acknowledges that all intellectual property rights in all materials, documentation or other information (including computerized information) provided by Meyn to Supplier is the property of and will at all times remain vested with Meyn.

10.4 Supplier grants Meyn a limited, non-exclusive and non-transferable license to use the Goods and Supplier’s marks (meaning its trademarks, logotypes, trade names and insignia) for as long as Meyn will continue to present and sell the Goods to Meyn’s customers.

10.5 Supplier guarantees to Meyn that it holds all the (intellectual) property rights and licenses necessary for the manufacture and supply of the Goods and delivery of any services. Supplier also guarantees to Meyn that the intended use of Goods will not infringe the (intellectual property) rights of any natural or legal third party.

11.1 Confidential Information means all confidential or proprietary information that is designated by a party as “confidential,” “proprietary,” or the like. 
Notwithstanding the foregoing, even if certain information is not so designated, Confidential Information includes all information disclosed by a party hereto which the receiving party should reasonably understand to be considered Confidential Information of the disclosing party, including, without limitation, personal, individually identifiable information with respect to which a disclosing party has made certain commitments regarding data privacy, confidentiality, and security.

11.2 The parties desire to keep the terms of the Purchase Order and other Confidential Information confidential. Therefore, except as permitted by Article 11.3 below, for the term of the Purchase Order and for a period of three (3) years after its expiration or termination, no party receiving Confidential Information from a disclosing party shall, without the prior written consent of the disclosing party, disclose such Confidential Information to any third party. With respect to Confidential Information consisting of personal, individually identifiable information, the parties shall adhere to all applicable legislation that pertains to such information.

11.3 A party receiving Confidential Information from an opposing party hereunder shall only use such Confidential Information for purposes of exercising rights and obligations under the Purchase Order. Except as otherwise required by applicable law, a party receiving Confidential Information from an opposing party may disclose such Confidential Information only to its employees, directors, affiliates, independent contractors, and business advisors who have a need to know such information with respect to such party’s exercise of rights and obligations under the Purchase Order. All such persons and/or entities shall be bound by confidentiality obligations that are at least as protective of the Confidential Information as the terms and conditions hereof.

11.4 Notwithstanding anything contained herein to the contrary, Confidential Information does not consist of information which (a) is published or is otherwise in or subsequently becomes part of the public domain through no fault of the receiving party, (b) prior to disclosure is in the legitimate possession of the receiving party, (c) is disclosed to the receiving party from a source other than the disclosing party and the receiving party has no knowledge or reason to know of any violation of law or breach of any confidentiality obligation owed by such source to the disclosing party, or (d) is independently developed by the receiving party without using Confidential Information of the disclosing party.

12.1 Supplier agrees to comply with all applicable environmental, social, and governance (ESG) standards, laws, and regulations, both local and international, that are relevant to the production and supply of Goods under the Purchase Order. This includes, but is not limited to:

a) Environmental responsibility: Supplier shall implement practices that minimize the environmental impact of its operations, including energy consumption, waste generation, and the use of sustainable materials. Supplier is committed to reducing carbon emissions, promoting circular economy principles, and adhering to environmental regulations in all jurisdictions where operations are conducted.

b) Social responsibility: Supplier shall ensure fair labour practices across its operations. Supplier shall uphold the principles of human rights, including prohibiting forced labor, child labor, and any form of harassment or abuse in the workplace.

c) Governance and ethical business practices: Supplier shall maintain transparent, ethical, and accountable business practices, adhering to high standards of integrity and compliance with anti-corruption laws, anti-bribery policies, and other applicable governance regulations. Supplier shall also work to prevent conflicts of interest and any form of fraudulent or deceptive practices.

d) Monitoring and reporting: If so requested, Supplier agrees to provide Meyn with periodic reports on its ESG performance, including any initiatives, targets, or improvements made in line with these commitments. Meyn reserves the right to request additional documentation, conduct audits, or otherwise assess compliance with this ESG clause.

e) Continuous improvement: Supplier commits to continuous improvement in its ESG practices and to working collaboratively with Meyn to identify opportunities for further environmental, social, and governance improvements.

13.1 Supplier shall provide Meyn with documentation verifying the country of origin of the Goods supplied. Such documentation must be presented in the format, detail, and manner specified by Meyn and delivered within the timeframe required. Failure to comply with this requirement may result in delays in acceptance or payment, and Meyn reserves the right to request additional verification or reject Goods lacking the necessary documentation.

13.2 Supplier shall have an insurance for its legal and contractual liabilities.
Upon first demand of Meyn the Supplier shall provide evidence of the existence of the insurance as well as evidence that the insurance has been paid timely.

13.3 If at any time, any term, provision or part of a Purchase Order, including these Conditions, is held to be illegal, invalid, null or unenforceable, in whole or in part, the legality, validity or enforceability of the remaining provisions of the Purchase Order shall not be affected or impaired thereby and shall remain in full force and effect. The illegal, invalid or unenforceable provision shall be replaced by a reasonable and equitable provision which, to the extent permitted by law, comes as close as possible to the economic intent and purpose of the illegal, invalid or unenforceable provision or part thereof.
The parties shall promptly negotiate in good faith such a replacement provision.

13.4 No Party hereto shall transfer or assign the Purchase Order or any of its rights and/or obligations thereunder (in whole or in part) without the prior written consent of the opposing party which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Meyn may assign the Purchase Order and any of its rights and/or obligations thereunder (in whole or in part) to an affiliate or to an acquirer of all or substantially all Meyn’s business or assets, whether by merger or acquisition

13.5 These Conditions and all contractual and non-contractual obligations arising out of or in connection with these Conditions shall be exclusively governed by and interpreted in accordance with the laws of the Netherlands.

13.6 Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded under the present Conditions.

13.7 All disputes shall be settled by the competent court in Amsterdam, the Netherlands, unless the law imperatively prescribes a different court.