Model adopted by Vastgoedmanagent Nederland (VGM NL) on July 1, 2019, and filed with the registry of the Midden-Nederland District Court on July 2, 2019, where it was registered under number 167/2019. VGM NL excludes any liability for adverse consequences arising from the use of the text of this model.
In these General Terms and Conditions of Purchase, the following terms shall have the following meanings:
General Terms and Conditions: the present general terms and conditions of purchase.
DNR 2011: legal relationship between client and architect, engineer, and consultant, first revision, July 2013, which apply exclusively in the event of an assignment to an architect, engineer, or consultant.
* Object: the registered property/registered properties as described in the Agreement.
* Client: the client (or its legal successor) under the Agreement, being the (legal) person who—whether or not as the legal owner—has control over the Property, represented in this case by the property manager.
* Contractor: the party performing the Work in accordance with the Agreement, including—in the case of a contract for work within the meaning of Title 7.12 of the Civil Code—the contractor.
* Agreement: the written assignment between the Client and the Contractor concerning the Work, any changes or additions thereto, as well as all (legal) acts in preparation for and in execution of that Agreement.
* Party: Client or Contractor separately.
* Parties: Client and Contractor jointly.
* UAV: the Uniform Administrative Conditions for the execution of works and technical installation works 2012 (UAV 2012), which apply exclusively in the case of the contracting of a structure and/or technical installation works.
* Property Manager: the (legal) person (or their legal successor) who represents the Client in the Agreement and whose contact person is/will be made known to the Contractor.
* Work: the services to be performed and/or goods to be delivered on behalf of the Client, all in accordance with the Agreement.
Article 2 General
2.1 The General Terms and Conditions form an integral part of the Agreement and apply to all quotations requested by the Client and issued by the Contractor, the Agreement, and all obligations arising therefrom between the Parties with regard to the Work.
2.2 The General Terms and Conditions are valid at all times insofar as the Client has not expressly deviated from them in writing.
2.3 The Client is authorized to amend or supplement the General Terms and Conditions. Amendments shall take effect 30 days after written notification of the amendment or on a later date specified in the notification.
2.4 Any mention of or reference to other terms and conditions, other than the General Terms and Conditions, in whatever form and by whomever, is expressly and completely excluded. The Contractor's terms and conditions therefore never apply.
2.5 If the Client and/or Property Manager has or will have any rights vis-à-vis the Contractor pursuant to the provisions of the Agreement, while the Client and/or Property Manager is not a party to the Agreement, then that right shall apply as a third-party clause that is accepted in advance by the Client and/or Property Manager.
2.6 These terms and conditions also apply to all future transactions.
2.7 If one or more provisions of the General Terms and Conditions prove to be invalid, the other provisions of the General Terms and Conditions will remain in force and the Parties will consult with each other in order to agree on new provisions to replace the invalid or void provisions, taking into account as much as possible the purpose and meaning of the invalid or void provisions.
3.1 In the case of the contracting of a structure and/or technical installation work, the UAV form an integral part of the General Terms and Conditions as if they were literally included therein, subject, however, to the provisions of paragraph 2 below.
3.2 Amendments and additions to the UAV:
1 paragraph 1: "the contractor" refers to "the Contractor"; "the contract price" refers to "the remuneration specified in the Agreement."
5(1)(a):
This provision does not apply.
Add paragraph 5(6):
"unless there are higher requirements that were or should have been anticipated by the Contractor."
Add to § 6 as paragraph 31:
If the Contractor performs work on or to parts of the Object that have already been completed, the Contractor must take sufficient protective measures to prevent damage and/or contamination. If, despite the precautions taken, damage is caused by the Contractor, its personnel, or subcontractors, it must be repaired at the Contractor's expense. Waste at the Work must be removed regularly."
6(10):
The words "insofar as" through to "ensures" do not apply.
Add paragraph 11(1):
"The maintenance period for structural and interior work is six months after the date of completion, and for technical installations, 12 months after the date of completion."
Add paragraph 22(1):
"The warranty statement must be issued in the name of the Client or, if different, the owner of the Object."
Amend § 29(2) and (3) and § 38(2), second sentence:
“All quantities specified in the agreement must be checked during the work. Unless expressly stated otherwise, the data is for guidance only and is not eligible for settlement.”
Add paragraph 2:
"Facilities and assistance also include scaffolding, barriers, construction lifts, cranes, etc."
Add paragraph 5:
Notwithstanding the provisions of the first sentence, the contractor shall only be entitled to the actual demonstrable costs incurred, up to a maximum of 10% of the difference between the totals.
4.1 In the event of an assignment for services to be provided by an architect, engineer, or consultant, the DNR 2011 form an integral part of the General Terms and Conditions as if they were literally included therein, with due observance of the provisions set out in the following paragraphs of this article.
4.2 Amendments and additions to the DNR 2011
- Article 4.1 "as well as the applicability of this regulation" is deleted;
- Article 5: The advisor shall only have the powers described in this article after prior written approval from the Client.
Article 7(1) "The absence of ... assignment results" is deleted;
Article 9(1), the word "possible" is inserted between "an" and "adjustment";
Article 12, paragraph 4, is deleted and replaced by: "The client is obliged to warn the consultant if he has actually noticed a shortcoming on the part of the consultant in the advice";
Article 12(7) is deleted;
Article 13, paragraph 1, is added to this article: "Therefore, after notice of default."
Article 15, paragraph 1, is deleted and replaced by the following text: "The damage to be compensated by the consultant is limited per assignment to an amount of €1,000,000, or, if specifically agreed upon when the assignment was given, to an amount of €2,500,000."
Article 15(1) is deleted;
Article 15(3) is deleted;
Article 16(2), "within a reasonable time" is deleted and replaced by "within six months." Furthermore, "or should reasonably have discovered" is deleted.
Article 16(3) the two-year period shall be extended to five years;
Article 16(4) is deleted;
Article 16(5) is deleted;
Article 17(1) is deleted;
Article 22 is repealed;
Article 25 is added after the word "are," "in any case";
Article 33, paragraph 1, is added to this article after "advisor": "without prejudice to the Client's right to set off costs or damages or to suspend payment";
Article 32(2) and (3) are deleted;
Article 34 is repealed;
Article 35 is repealed;
Article 37 is repealed;
Articles 39 to 43 are repealed;
Article 47 is repealed;
Article 56(7) The phrase "increased by three percent" is deleted here.
Article 58 is repealed.
5.1 An Agreement shall only be concluded after the Client has expressly accepted an offer made by the Contractor. This acceptance shall be evidenced by written confirmation from the Client, unless the Client has given verbal instructions in connection with an urgent matter, in which case written confirmation shall follow. Even if the order was given verbally, once the Contractor has commenced the performance of the work assigned, it can never invoke ignorance of the provisions of the General Terms and Conditions.
5.2 In the event of contradictions, the following order of validity shall apply:
the Agreement including appendices, if applicable;
the specifications or, if there are no specifications, the description of the Work;
the General Terms and Conditions;
the UAV 2012 and DNR2011
the rules, regulations, and provisions of network operators, technical standards, and quality requirements.
6.1 If the Agreement has been entered into for a fixed term, it will – unless it concerns the one-off provision of a service or the delivery of goods – continue for an indefinite period after the fixed term has expired, unless one of the parties gives notice of termination at the end of the fixed term with due observance of the provisions of paragraph 2 below. If the Agreement has been entered into for an indefinite period, the Agreement may be terminated with due observance of the provisions of paragraph 2.
6.2 Notice of termination must be given in writing by registered letter, subject to a notice period of one month, unless otherwise specified in the Agreement.
6.3 The Client is authorized to terminate the Agreement with immediate effect, in whole or in part, by giving written notice to that effect to the Contractor if the Contractor fails to fulfill its obligations under the Agreement and proper fulfillment remains impossible, or if the Contractor fails to perform properly after having been given written notice of default by the Client within a period of up to eight days to be determined by the Client, or if the Contractor is otherwise in default, unless the Contractor's failure to perform is of such minor significance that it does not justify this termination and its consequences. All this without prejudice to the Client's rights under the law in the event of non-performance.
6.4 The Client has the right to terminate the Agreement with immediate effect by means of a written notification by registered mail without prior notice of default if:
the Contractor is granted a (provisional) suspension of payments;
The Contractor is declared bankrupt, or the Contractor submits a request for a debt restructuring arrangement, or the Contractor is placed under guardianship or administration, or dies;
permits required for the implementation of the Agreement are not granted, are suspended, or are revoked;
the Contractor's goods are seized in respect of substantial debts and this seizure is maintained for longer than one month;
The Contractor ceases its business, or a third party acquires direct or indirect control over the Contractor or enters into a legal merger with the Contractor, and the interests of the Client are or may be harmed to such an extent that the Client can no longer reasonably be expected to continue the Agreement;
The Client suffers/is at risk of suffering reputational damage as a result of an act or omission by the Contractor.
6.5 The Client shall never be liable to pay any compensation or payment to the Contractor due to termination/cancellation of the Agreement on the grounds referred to in paragraphs 3 and 4, without prejudice to the Client's right to full compensation and without prejudice to the Client's other rights in this regard.
6.6 Upon termination of the contract for services between the Client and the Property Manager with regard to the Property, closure, division, sale, or total or partial destruction of the Property during the term of the Agreement, the Client is entitled to terminate the Agreement, in whole or in part, with immediate effect by means of a statement to that effect to the Contractor. The Client shall then be entitled to a refund of any advance payments made insofar as these have not yet been offset by services provided by the Contractor. Within three months of the event giving rise to the termination referred to in this paragraph, the invoices for the fees owed by the Client must be sent to the Client. Failing this, the Client shall be finally discharged.
6.7 The Contractor cannot be held liable for any failure to fulfill its obligations under this Agreement if the failure is caused by circumstances beyond the Contractor's control (force majeure). If such a situation persists for more than two weeks, the Client is entitled to terminate the Agreement. In that case, the Client is entitled to a refund of any advance payments made, insofar as these have not yet been offset by services provided by the Contractor.
6.8 Force majeure as referred to in the previous paragraph is understood to mean everything that is understood in this regard in law and case law, with the exception of, in any case, strikes, material shortages, or financial and/or personnel shortages, or failures on the part of third parties engaged by the Contractor.
6.9 If a party is unable to fulfill its obligations or can reasonably expect that it will be unable to fulfill them, that party is obliged to immediately inform the other party of this in writing, stating the reasons.
6.10 In the event of termination of the Agreement, the Contractor is obliged to do everything necessary to ensure a smooth and problem-free transfer of the Work to the (successor contractor of the Client).
6.11 The Client may require a bank guarantee amounting to a percentage of the remuneration (including sales tax) specified in the Agreement, drawn up in accordance with a model to be provided by the Client. This bank guarantee must be provided before the start of the Work. Failing this, the Client is entitled to withdraw from the Agreement and terminate it immediately.
6.12 If the Contractor does not accept a change or addition to these General Terms and Conditions as referred to in Article 2.3, it may terminate the Agreement on the date on which the amended terms and conditions take effect, with due observance of the applicable notice period and, in the absence thereof, with a reasonable period of notice, unless the changes or additions do not justify termination.
7.1 The Contractor shall perform the Work properly, soundly, and in accordance with the provisions of the Agreement, by competent persons and using sound materials. The Work and its execution shall be the responsibility of the Contractor from the time of commencement of the (preparation of the) work until the day on which the Work is delivered, as described in Article 10.
7.2 The work may be checked on a random basis by or on behalf of the Client. If it appears that insufficient work has been delivered, the Contractor must immediately remedy this. If it appears that no improvement has been made, the Client is entitled, after written notice of default, to have the relevant improvements carried out at the Contractor's expense, possibly by third parties, without prejudice to the provisions of Article 6.3.
7.3a The Contractor guarantees that in its business operations in general and in the performance of the Work in particular, it will comply with all applicable legislation (including case law) and other regulations, including regulations, guidelines, decisions, and (internal) rules of the Client, (semi-) government and utility companies, as these are (or will be) in force at the time of the performance of the Agreement. The costs associated with compliance with these laws and other regulations shall be borne by the Contractor. The Contractor shall always inform the Client immediately if there are any changes in the standards and/or laws and/or regulations that affect the Agreement. Any changes shall not lead to termination of the Agreement, adjustment of the fees, or suspension of the Work, but shall lead to compliance with them by the Contractor. The Contractor indemnifies the Client and the Property Manager against any failure to comply with any (legal) obligation by the Contractor or by third parties engaged by the Contractor.
7.3b More specifically, as a consequence of the provisions of the previous paragraph, the Contractor shall ensure that it complies with laws and regulations in the field of privacy protection, including the General Data Protection Regulation (GDPR), even if the Contractor is not considered a so-called processor of personal data under those laws and regulations (but, for example, as a controller). In this context, if and as soon as data is provided to the Contractor by the Property Manager and/or the Client, without the processing of personal data, the Contractor shall ensure that:
that personal data will only be used for the purpose of establishing contact for the performance of the relevant activities;
such personal data may not be stored, reproduced, or processed in any other way;
that personal data will be destroyed in a proper manner no later than 4 weeks after completion of the assignment (or as much later as is necessary for the assignment);
third parties engaged by him handle that personal data in the same manner as described above;
If data is provided, while personal data is being processed, the provisions of the first sentence of this paragraph and the provisions of Article 7.3a apply in full. Any damage suffered by the Client/Property Manager as a result of failure to comply with the above instruction will be charged to the Contractor.
7.4 The Contractor may only involve or engage third parties in the performance of the assignment in mutual consultation and after obtaining the Client's prior written consent. The Contractor shall at all times be responsible and liable to the Client for the actions of any third parties engaged, as if those actions had been performed by the Contractor itself. The Contractor shall ensure that the method of transport, storage, and processing/assembly/connection of any building materials, equipment, and structures to be installed, as prescribed by a manufacturer/supplier, is correctly complied with.
7.5 The manner in which the Work is carried out must be such that the Client or third parties (including the user(s) of the Object) do not experience any unnecessary or unacceptable nuisance and/or dangerous situations. The Client may give the Contractor instructions in this regard, which the Contractor must comply with immediately. The necessary provisions for this are deemed to be included in the remuneration. In good time before work commences on site or preparations are made for the execution of the Work, the Contractor shall, in consultation with the Client, ensure that the users of the Object and any other interested parties are informed of the start time, nature, and duration of the Work.
7.6 In the event of a risk of falling, the appropriate work equipment and protective equipment must be used in accordance with the applicable legislation. The protective equipment available, such as ladder securing points and roof anchoring points, must be used in accordance with the applicable guidelines. The client does not provide protective equipment such as harnesses and cable guides.
7.7 All costs of the resources required for the performance of the Agreement are included in the remuneration. The Contractor is free to choose the resources, unless otherwise agreed.
7.8 If complications of any kind and/or accidents occur during the execution of the Work, the Contractor shall immediately inform the Client and the Property Manager thereof and the Work shall be interrupted, unless the Work can continue without causing (further) damage to or danger to persons, property, or the environment.
7.9 The Contractor is prohibited from copying any keys provided on loan. Upon completion of the Work, the borrowed keys must be returned to the Client or sent back by registered mail.
7.10 When performing work involving an increased fire risk, the Contractor is obliged to take the following measures:
The Contractor must ensure that items cannot be damaged by flames, sparks, hot gases, or heat conduction.
Flammable substances, with the exception of those items necessary for carrying out the work, must be placed at a safe distance from the activities (a distance of 10 meters is used as a guideline) or, if this is impossible, they must be shielded with non-flammable material.
The location where activities of this nature have been carried out and the adjacent areas must be inspected one hour after the end of these activities for damage, sources of fire, or other abnormalities.
During the performance of the activities, an employee of the Contractor, trained in the use of fire extinguishers, must be present with a fire extinguisher. For the performance of the activities described in this paragraph, the Contractor must be in possession of a signed permit for "Fire-hazardous work" in accordance with the model of the National Center for Prevention or a comparable, recognized institute approved by the Client.
7.11 After initial notification by the Client, the Contractor must remove personnel or persons engaged by the Contractor who, in the opinion of the Client, have behaved improperly from the Work and have them replaced immediately, without the Contractor being able to derive any claim from this.
7.12 For the purpose of performing the Agreement, unless otherwise agreed, the Contractor shall bear the costs of temporary connections and/or disconnections, including the use of gas, water, and electricity. The Contractor shall also bear the costs of telephone and other means of communication.
7.13 The Contractor is deemed to be aware of the condition and location of the Object and the access options to it. The use of buildings, gardens, sidewalks, stairwells, elevators, and the like requires consultation with and approval from the Client.
7.14 The Contractor has taken note of the documents provided by the Client. Any missing documents must be requested by the Contractor. The Contractor cannot invoke ignorance of documents (or provisions contained in the documents). Drawings, technical descriptions, designs, and calculations form part of the Agreement if and insofar as they are referred to therein, as if they were literally included. If a drawing deviates from the technical description and/or the specifications, this must be reported to the Client and its further instructions in this regard must be followed.
7.15 The Contractor is obliged to check and to point out to the Client any imperfections or ambiguities in the designs and working methods prescribed by or on behalf of the Client and in the orders and instructions given by or on behalf of the Client, as well as any defects in the building materials and aids made available, proposed or prescribed by the Client. Failing this, the Contractor is fully liable for the damage or all harmful consequences resulting from these imperfections or ambiguities. As a specialist in its field, the Contractor guarantees the soundness of the design or choice of materials, regardless of whether these originate from the Client or third parties or the Contractor itself, and is liable for all damage and costs resulting from an unsound choice of materials or design. The Contractor indemnifies the Client and the Property Manager against all claims from third parties in this regard.
7.16 The Contractor shall ensure that unauthorized persons do not have access to the technical rooms in open installations and shall ensure that the safety rules are observed when entering unsafe areas on/of the Object.
7.17 During the term of the Agreement, the Contractor shall refrain from activities that may hinder the Client and/or Property Manager.
8.1 The Contractor shall take all necessary measures and precautions to prevent contamination, pollution, damage, and the like to the Object, plants, and other property of the Client, Property Manager, and third parties. In the event of damage, the Contractor is obliged to take the necessary measures in good time to limit the damage. The Contractor shall report the damage to the Client verbally immediately after it has become apparent, followed by a written explanation within 5 working days of the damage occurring.
8.2 The Contractor is liable for all damage caused by him or his personnel or subcontractors or his suppliers to the Work, other works and property and/or the person of the Client, Property Manager, users of the Object and third parties, which damage arises from or is related to the performance of the provisions of the Agreement. Damage includes death, injury and/or property damage, damage to the health of persons, damage resulting from a fine imposed under the GDPR, business damage and damage resulting from loss of rent and claims by tenants, as well as all (other) financial and environmental damage.
8.3 The Contractor must have valid and adequate Public Liability Insurance (WA) for the work, amounting to at least €2,500,000.00, which insurance must be taken out with a reputable insurance company in the Netherlands under the policy conditions customary in the Netherlands for a minimum amount of €2,500,000.00 per event. The Contractor guarantees that the relevant insurance will be maintained for at least 5 years after the date of termination of the Agreement.
8.4 If the nature of the Work so requires, the Contractor must be in possession of valid ConstructionAll-Risk (CAR) insurance policy with a minimum coverage of €2,500,000.00, which insurance must be taken out with a reputable insurance company in the Netherlands under the policy conditions customary in the Netherlands for a minimum amount of €2,500,000.00 per event. The Contractor guarantees that the relevant insurance will be maintained for at least 5 years after the date of termination of the Agreement.
8.5 The obligation to take out insurance (with the minimum cover referred to above) does not affect the Contractor's liability towards the Client. If requested by the Client, the Contractor must provide access to the terms and conditions and policies of the above-mentioned insurance policies. The Contractor must also provide the Client with proof of the most recent insurance premium payments upon request.
8.6 The Contractor indemnifies the Client and the Property Manager against the consequences and claims of third parties for compensation for damage arising from or related to the Agreement. This indemnification also includes costs for advice and legal assistance.
8.7 The Property Manager and the Client are never liable to the Contractor for compensation for damage or loss of profit, except in the case of intent or deliberate recklessness on the part of the Client and/or the Property Manager. Any liability on the part of the Client and the Property Manager is limited to the amount paid out under the liability insurance in the case in question, and any claim against the Client and the Property Manager for compensation lapses three months after the Contractor discovers the damage. The Contractor accepts that the Client and/or Property Manager are not liable for any (consequential) damage that may arise for the Contractor as a result of stagnation of the Work, regardless of the cause.
9.1 Changes to the Work, including expansion or limitation of the work and/or assignment(s) already commissioned, will only take place after prior written consent from the Client. The Client will not owe the Contractor any compensation for additional work performed for which no prior written assignment has been given.
9.2 The Client is entitled at all times to assign additional and less work. The Contractor is obliged to make a fair offer to the Client in this regard, unless the Contractor can demonstrate that this cannot reasonably be expected of it. Deliveries and work that must be carried out in order to perform the work to good and sound standards are not eligible for additional work. Additional and less work will be settled on the basis of strictly net material costs, hourly wage costs, and working hour standards. The resulting amounts will be increased by a fee in accordance with the percentage stated in the Agreement, unless otherwise agreed. Additional and less work will be settled retrospectively.
9.3 Additional and less work does not entitle the client to an extension of the delivery period, unless otherwise agreed in writing.
10.1 Once the Work has been completed and after the report of any defects has been drawn up and signed by the Parties, delivery will take place. In the event of the acceptance of a structure or technical installation(s), delivery will take place as described in the UAV, with due observance of the provisions of paragraph 3 of this article. In all other cases, acceptance shall take place upon approval of the Work (including repair of the aforementioned defects) by the Client, whether or not by means of a written statement, with due observance of the provisions of paragraph 3 of this article.
10.2 The Contractor shall repair or replace any defects as stated in the report referred to in the previous paragraph at its own expense within 48 hours after the report has been signed by or on behalf of the Client, without prejudice to the Contractor's obligation to compensate for any (consequential) damage caused as a result.
10.3 Upon delivery, the Contractor shall ensure that the Client receives all relevant manuals, certificates, (key) certificates, (maintenance) instructions, drawings, warranty certificates in the name of the Client (or the owner of the Object, if this is not the Client) and/or other information carriers. For technical installations, a complete set of revision drawings must be handed over to the Client in triplicate within three months of delivery, as well as digitally delivered in a common file format. As long as the provisions of this paragraph have not been complied with by the Contractor, there can be no question of approval as referred to in paragraph 1 of this article. As long as the provisions of this paragraph have not been complied with, the Work shall be deemed not to have been approved, even if it is put into use before delivery. Payment of invoices or signing of order and/or work orders shall never in itself constitute proof of approval.
10.4 Rejected and/or defective deliveries or work performed must be repaired, replaced, or removed at the Contractor's expense upon first notice. If this is not done, it may be repaired by third parties at the Contractor's expense. Once the Work has been approved by the Client, a maintenance period of six months will commence for the Work, if applicable. Any defects (in execution) that come to light within the maintenance period will be remedied by the Contractor free of charge and immediately, after which the maintenance period referred to in the previous sentence will apply again to the relevant part.
10.5 If a deadline for delivery is specified in the Agreement, the Contractor is strictly obliged to adhere to this deadline. If this deadline is exceeded, the Contractor will be in default by operation of law and will forfeit a penalty equal to 1% of the total remuneration (excluding sales tax) with a minimum of €75 per calendar day for as long as the delay continues, up to a maximum of 20% of the agreed remuneration, without prejudice to the Client's right to full compensation insofar as the damage suffered exceeds the forfeited penalty.
11.1 Unless payment in installments has been agreed in the Agreement, payments shall only be made after performance, delivery, and approval of the Work, as follows: 95% of the remuneration due for the Work after approval (including receipt of the invoice) and the remaining 5% after the expiry of the maintenance period, if and insofar as there is a maintenance period. If no maintenance period has been agreed, the fee due shall be paid in full after approval of the Work (including receipt of the invoice). Payment shall be made within 30 days of receipt of the invoice, which shall comply with the conditions set out in paragraph 2 of this article. Notwithstanding Article 6:119a of the Dutch Civil Code, the statutory interest as described in Article 6:119 of the Dutch Civil Code shall apply as compensation for late payment.
11.2 The invoice must be issued in duplicate in the name of the Client, unless otherwise agreed. The invoice must also comply with tax laws and regulations and be accompanied by the (copy of the) order and work order with a specification of material costs, hours and hourly rates and any other costs, as well as a clear description of the Work performed. The payment obligations rest with the Client. The Contractor may never be held liable by the Client for any payment whatsoever. The Client may have the actual payment to the Contractor made by the Property Manager without any claim by the Contractor against the Property Manager. The Client is authorized to make payments by way of set-off, including against any claims against the Contractor or an affiliated (legal) person on grounds other than those arising from the Agreement.
11.3 If the Work performed does not comply with the Agreement, the Client has the right to suspend payment in whole or in part until the Work has been performed in accordance with the Agreement. If proper performance remains impossible, payment will be suspended until it has been established (in court) what (partial) payment is due. The Client shall not owe any (statutory) interest for the intervening period.
11.4 In the case of an Agreement with a term longer than 1 year, invoices must in any case be received by the Client at least two months before the end of the contract year.
11.5 Exceeding a payment term by the Client or non-payment of an invoice on the grounds of suspected inaccuracy of its content or in the event of unsoundness of the invoiced amount does not entitle the Contractor to suspend or terminate its activities.
11.6 Invoices that do not comply with the provisions of this article will be returned. The Client is not obliged to pay invoices received more than two months after the date of execution, except for special reasons that are not attributable to the Contractor and that have been communicated to the Client in writing in advance.
11.7 At the Client's request, the Contractor must state on its invoices that the sales tax is being reversed, unless the competent tax authorities have stated in writing that the sales tax reversal scheme does not apply to the Work. The foregoing also does not apply to an order for the exclusive supply of goods.
12.1 A fixed fee applies, unless otherwise agreed in the Agreement. This means that increases in wage and material costs, taxes, and duties—all in the broadest sense of the word—will not be passed on, even if the increases are prescribed by the government.
12.2 Notwithstanding the provisions of the previous paragraph, in the event of an agreement with a term of more than one year and where the Work is not a one-off assignment, the Contractor may submit a proposal for indexation of the agreed remuneration on January 1 of each year. If the Parties fail to reach agreement on the proposed indexation within two months of receiving the proposal, no indexation will take place.
13.1 The Contractor shall be liable for a period of 5 years in the event that the Work or any part thereof has been performed in such a way (this also includes the use of defective materials) that damage has been caused, after that damage has become apparent, without prejudice to the provisions of the UAV in this regard. The time of performance or completion of the Work shall not affect this.
13.2 If the specifications or work description state that one or more parts of the Work must be guaranteed, the Contractor shall, at the Client's first request, repair any defects occurring during the warranty period as soon as possible at its own expense and risk.
14.1 The parties are mutually obliged to carefully store all information, business data, data files, and confidential and commercially sensitive data that comes to their knowledge in the performance of the Agreement and to keep it inaccessible to third parties, even if the Agreement has already been terminated for any reason whatsoever.
14.2 The Contractor guarantees that its personnel and any third parties it engages will comply with the provisions of the previous paragraph.
14.3 The existence of the Agreement may not be disclosed without the express prior written consent of the Client, unless such disclosure is required by law.
14.4 With due observance of the provisions of this article, in the event of complications, calamities, and/or accidents, each of the Parties shall make a representative available who shall consult as soon as possible on the communication strategy to be pursued by the Client and/or the Contractor. The purpose of this consultation is to arrive at a unanimous and mutually agreed communication to the outside world; if the Parties cannot reach agreement on unanimous communication, it is up to the Client to determine how to communicate to the outside world.
The Client demands honesty, integrity, and fairness in all aspects of its business and expects the same from the Contractor. The Client expects the Contractor and any third parties engaged by the Contractor to act fairly and with integrity. The Client expects the business activities of the Contractor and its suppliers and contractors to be carried out in an honest, sincere, careful, and reliable manner.
16.1 All drawings, technical descriptions, designs, scale models, and calculations made available by the Client and/or produced by the Contractor in the context of the Agreement are the property of the Client. Their use, reproduction, and duplication are only permitted with the Client's written consent. The Contractor shall do everything necessary to transfer such rights to the Client.
16.2 Documents as referred to in the previous paragraph, which are no longer required for the performance of the Agreement, must be returned to the Client carriage paid within 7 calendar days of a request to that effect.
16.3 The Contractor declares that the performance of the Work will not infringe any industrial and intellectual property rights of third parties and indemnifies the Client against any claims in this regard if and insofar as the infringement is not the result of a working method prescribed by the Client. The Contractor guarantees the free and undisturbed use of the delivered goods by the Client.
17.1 The Contractor shall not transfer its rights and/or obligations arising from the Agreement, in whole or in part, to third parties without the prior written consent of the Client. Such consent shall not affect any obligations of the Contractor arising from the Agreement. The Contractor agrees in advance to the Client transferring its rights and obligations under the Agreement to one or more third parties.
17.2 The Contractor is not permitted to pledge, transfer, or establish limited rights to rights arising from the Agreement without the Client's consent.
18.1 The Contractor undertakes to the Client to fulfill all its obligations towards or in connection with its employees, which means that it must strictly comply with its legal obligations to pay payroll tax and contributions, wages, and other payments related to the personnel performing the Work, and further undertakes to strictly comply with the applicable collective labor agreement with regard to the employees.
18.2 The Contractor undertakes, if applicable, to cooperate fully, provide information, furnish evidence, and follow instructions requested by the Client in an administrative capacity within the framework of the chain liability scheme.
18.3 If requested by the Client, the Agreement will be entered into subject to the condition precedent that the Client is/will be provided by the Contractor, prior to commencement of the Work, with statements regarding the Contractor's payment history with the tax authorities. This statement may not be older than three months and must also be submitted to the Client every three months for as long as the Agreement remains in force.
18.4 At the Client's first request, the Contractor shall open and maintain a G account as referred to in the 2004 Implementation Regulations on Hiring, Chain, and Client Liability, and undertakes to comply with the regulations in this regard, or to maintain a deposit account with the tax authorities.
18.5 The Client reserves the right to transfer a percentage of 40% of the percentage wage cost component used for that Agreement from each invoice submitted by the Contractor, as being intended for wage tax and social insurance contributions, directly to an account as referred to in the previous paragraph.
18.6 All damages and costs incurred by the Client and/or Property Manager as a result of the Contractor's negligence under the chain liability scheme must be compensated in full by the Contractor to the Client and/or Property Manager upon first written request, without any notice of default or judicial intervention being required, including statutory interest.
18.7 The Contractor indemnifies the Client and the Property Manager against all claims, however named, by the tax authorities against the Client and/or the Property Manager arising from (the applicability of) the chain liability scheme.
18.8 The Contractor must include these provisions in any (sub)contracting agreement(s) it concludes and oblige the subcontractor to include this provision in any (sub)contracting agreement(s) it concludes.
19.1 The Contractor guarantees that it will comply with all obligations under the Foreign Nationals Employment Act (Wav) that apply to the Work and the deployment of personnel. The Contractor guarantees that only persons who are permitted to work in the Netherlands will perform the Work, without prejudice to the provisions of Articles 7.3a and 7.3b.
19.2 The Client and/or Property Manager may, at any time they wish, check compliance with the Wav (or have it checked), both at the Property and at the Contractor's office. The Contractor shall at all times immediately provide the Client and/or Property Manager with the relevant records.
19.3 The Contractor undertakes to:
only allow persons whose identity has been successfully verified using the federal government's online "Verification requirement step-by-step plan" to perform the Work.
to establish the identity of all foreign nationals involved in the performance of the Agreement, as referred to in Section 15 of the Wav, on the basis of the "Step-by-step plan for verification requirements," and to check the authenticity and validity of the identity documents and any residence permits and/or work permits of these foreign nationals;
third parties or persons originating from Croatia or third parties and persons originating from outside the European Economic Area (EEA) or Switzerland may only perform Work after prior written permission from the Property Manager and his Client, unless this person has a valid Dutch residence permit with the labor market annotation: "Work freely permitted. TWV not required.'
require persons performing the Work to carry valid identification and any residence or work permits to the Object at all times;
a copy of the identity document or
keep the work permit in its own records as referred to in Article 15 of the Wav, for at least 5 years after the end of the calendar year in which delivery takes place;
immediately terminate any violation of the Wav committed in the performance of the Work and committed by the Contractor or a third party engaged by the Contractor, and report it to the Inspectorate SZW;
to report all correspondence and (telephone) contacts with the Inspectorate SZW and visits by the Inspectorate SZW to the Property directly to the Property Manager, insofar as these relate to the performance of the Agreement;
requests and/or demands for oral and/or written explanations or documents by or on behalf of the Inspectorate SZW to (employees of) the Contractor in the context of an investigation into possible violations of the Wav, insofar as compliance with these requests or demands is not legally required, only respond after written permission has been obtained from the Real Estate Manager;
to impose all obligations of paragraph 3 of this article on third parties to be engaged.
19.4 The Contractor indemnifies (the parent company or companies of) the Client and the Property Manager for all (costs related to) fines and other penalties imposed on the Client and/or the Property Manager by or on behalf of the Inspectorate SZW or any other competent authority in connection with any alleged or established violation by the Contractor of the Wav or in connection with any legislation and/or regulations related to this Act, including but not limited to the Minimum Wage and Minimum Holiday Allowance Act, as well as fines or liability claims attributable to the Contractor's failure to comply with the obligations of the Wav. Where applicable, the Client and/or Real Estate Manager reserves the right to set off these fines against outstanding invoices from the Contractor.
19.5 The Contractor shall reimburse the Client and the Property Manager for all direct and indirect costs, including the costs of legal assistance, incurred by (the parent company or companies of) the Client and/or the Property Manager as a result of fines and/or other penalties imposed on (the parent company or companies of) Client and/or Real Estate Manager, or in connection with investigations initiated by the Inspectorate SZW or any other competent body within the framework of the Wav to which (the parent company or companies of) the Client and/or Real Estate Manager are subject due to alleged or established violations by the Contractor.
20.1 The Agreement is governed by Dutch law.
20.2 All disputes arising from the Agreement shall be settled by the court having jurisdiction over the registered office of the Property Manager, without prejudice to the Client's right to submit the dispute to the court that would have jurisdiction without this clause.