TERMS AND CONDITIONS OF THE METAALUNIE

General terms and conditions of delivery issued by Koninklijke Metaalunie, filed with the Registry of the Court of Rotterdam on 1 January 2025.

Article 1: Applicability

1.1. The Metaalunie member who applies these terms and conditions is referred to as the contractor. The other party is referred to as the client.

1.2. These terms and conditions apply to all offers made by a Metaalunie member, to all agreements that it enters into and to all agreements arising from this, all of which in-sofar as the Metaalunie member is the contractor.

1.3. In the event of a conflict between a provision of the concluded agreement and these terms and conditions, the provision of the agreement shall prevail.

1.4. Only Metaalunie members may use these terms and conditions.

Article 2: Offers

2.1. All offers made by the contractor are without obligation and revocable, including offers that include a term for acceptance. The contractor is entitled to revoke its offer up to two working days after it has received the acceptance.

2.2. The prices stated by the contractor in the offer are expressed in euros, excluding VAT and other government levies or taxes. In addition, the prices do not include travel, accommodation, packaging, storage and transport costs or costs for loading, unloading and cooperating with customs formalities.

2.3. Unless otherwise specified, the offer does not include:

a. groundwork, pile driving, cutting, breaking, foundation work, masonry, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. making connections to gas, water, electricity, internet or other infrastructural facilities;
c. measures to prevent or limit damage to, of theft or loss of, goods present at or near the workplace;
d. removal of materials, soil, building materials or waste;
e. vertical and horizontal transport.

Article 3: Confidentiality

3.1. All information provided by or on behalf of the contractor to the client (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form is confidential. The client will only use this information for the execution of the agreement. The client will not disclose or reproduce the information.

3.2. If the client breaches an obligation under paragraph 1, it will owe an immediately payable penalty of € 25,000 per breach. The contractor may claim this penalty in ad-dition to damages under the law.

3.3. The client must return the information referred to in paragraph 1 upon first request, within a period set by the contractor, at the contractor’s discretion, or destroy it in a manner to be determined by the contractor, without being allowed to retain a copy in any form whatsoever. In the event of a breach of this provision, the client shall owe the contractor an immediately payable penalty of € 1,000 per day. The client can claim this penalty in addition to compensation under the law.

Article 4: Advice and information provided

4.1. The client cannot derive any rights from advice and information provided by the con-tractor that is not related to the contract.

4.2. If the client provides information to the contractor, the contractor may assume the accuracy and completeness of this information when making an offer and performing the agreement.
4.3. The contractor is not obliged to warn of, or to independently investigate, any inaccuracies in the order, defects and unsuitability of goods originating from the client and errors or defects in plans, drawings, calculations, specifications or implementation instructions provided by the client.

4.4. The client indemnifies the contractor against any third-party claim in connection with (the use of) information provided by or on behalf of the client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The client shall compensate the contractor for all damage suffered. This includes the full cost of legal defence.

Article 5: Delivery time

5.1. All delivery times, which includes in these conditions a delivery date, week, month, term or implementation period, are indicative. If these are exceeded, the client must issue the contractor at all times with a notice of default.

5.2. The delivery time shall apply only when the client and the contractor have reached timely agreement on all commercial and technical details, all information, including final and approved drawings and the like, is in the possession of the contractor, all items to be made available by the client have been received by the contractor, the agreed (instalment) payment has been received in time and the other conditions for the execution of the order have been fulfilled. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contrac-tor’s schedule.

5.3. The delivery time no longer applies if there are circumstances other than those known to the contractor when it specified the delivery time and those circumstances are at the expense and risk of the client, including changes to the order, contract variations or suspension by the contractor. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contractor’s schedule.

5.4. The client must reimburse the contractor for all costs, damage and loss incurred or suffered by the contractor as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without the need for a notice of default.

5.5. Exceeding the delivery time does not entitle the client to compensation or full or partial termination. The client indemnifies the contractor against claims from third parties as a result of exceeding the delivery time.

Article 6: Delivery and risk transfer

6.1. Delivery takes place at the time the contractor makes the item available to the client at its premises and has notified the client accordingly. From that moment on, the item is at the client’s risk.

6.2. If, after the conclusion of the agreement, the contractor nevertheless arranges the transport in whole or in part at the request of the client or assists the client in this regard (such as storage, loading, stowage or unloading), this will be at the expense and risk of the client. The client can insure itself against these risks.

6.3. If after delivery, transport is carried out by or on behalf of the client and the contractor must have access to (transport) documents that are in the client’s possession, the client must make those documents available to the contractor free of charge upon first request.

6.4. If an item is exchanged and the client retains the item to be exchanged pending delivery of the new item, the risk of the item to be exchanged remains with the client until the time that it hands over the item to the contractor. If the client is unable to deliver the item to be exchanged in the condition in which it was when the agreement was concluded, the contractor may terminate the agreement wholly or in part.

Article 7: Price changes

The contractor may pass on to the client any increase in cost-determining factors that occurred after the conclusion of the agreement. The client must pay the price increase at the contractor’s first request.

Article 8: Force majeure

8.1. If the contractor cannot fulfil its obligations due to a circumstance beyond its actual control, this cannot be attributed to the contractors and results in force majeure. In that event, the contractor shall not be liable for any damage suffered by the client as a result. Except as provided in the fourth paragraph of this article, the client is in that event also not entitled to terminate the agreement in whole or in part.

8.2. The circumstances referred to in the first paragraph of this article include in any case (civil) war (threat), terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advice, natural disasters, extreme weather conditions, import or trade restrictions, explosion, fire, water damage, sabotage, cybercrime, disruption of digital infrastructure, disruptions in the supply of energy, (partial) loss, theft or loss of tools, materials or information, defects in machines, roadblocks, blockades of railways and waterways or airports, strikes or work stoppages,
staff shortages and the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and transporters, or other parties on which the contractor is dependent, do not or do not timely fulfil their obligations.

8.3. The contractor is entitled to suspend fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the client due to force majeure. Once the force majeure situation has ended, the contractor shall fulfil its obligations as soon as its schedule permits.

8.4. If there is force majeure and compliance is or becomes permanently impossible, or the temporary force majeure situation has lasted for more than six months, the contractor is authorised to terminate the agreement wholly or in part with immediate effect. In those cases, the client is entitled to terminate the agreement with immediate effect, but only for that part of the obligations that the contractor has not yet fulfilled.

8.5. The parties are not entitled to compensation for the damage suffered or to be suffered as a result of the force majeure, suspension or termination as referred to in this article.

Article 9: Contract extras

Contract extras are calculated on the basis of the prices applicable at the contractor at the time the additional work is carried out. The client must pay the price for the contract extras on the contractor’s first request.

Article 10: Execution of the work

10.1. The client shall ensure that the contractor can perform its work safely, undisturbed, uninterrupted and at the agreed time. The client shall ensure at its own expense and risk that:

a. all permits, exemptions and other decisions necessary to carry out the work have been obtained in a timely manner. The client is obliged to provide the contractor with a copy of the aforementioned documents on the contractor’s first request;
b. the client informs the contractor in writing and in a timely manner of all (safety) regulations applicable at the location;
c. the contractor is provided with the necessary auxiliary personnel, tools and facilities (such as gas, water, electricity, internet, suitable access roads for any neces-sary transport, lifting and hoisting cranes, sanitary facilities and a lockable dry storage space) when carrying out its work;
d. all activities necessary for the execution of the work and not included in the agreement have been carried out on time.

10.2. The client bears the risk and is liable for damage to and theft or loss of all items located at or near the place where the work is carried out or at any other agreed place, such as the item delivered or to be delivered, tools, materials intended for the work or equipment used in the performance of the work. This does not apply if the client proves that the damage, theft or loss was caused by the contractor itself.

10.3. Without prejudice to the provisions of paragraph 2 of this article, the client must take out adequate insurance against the risks mentioned in that paragraph. In the event of damage, the client is obliged to report this immediately to its insurer for further processing and settlement.

Article 11: Delivery of the work

11.1. The work is deemed to be delivered if:

a. the client has approved the work;
b. the work has been put into use. If part of the work has been put into use, that part is considered to be delivered;
c. the contractor has notified the client in writing that the work has been completed and the client has not notified the contractor in writing within 14 days of the date of such notification that the work has not been approved;
d. the client does not approve the work on the grounds of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being put into use.

11.2. The contractor is not obliged to provide the client with a document within the mean-ing of Section 7:757a of the Dutch Civil Code regarding the construction work that has been completed and is to be delivered (a ‘transfer or delivery file’).

11.3. If the client does not approve the work, it is obliged to inform the contractor of this in writing, stating the reasons. The client must give the contractor the opportunity to deliver the work at a later date.

Article 12: Liability

12.1. If the contractor is liable for whatever reason, such liability shall at all times be limited as stipulated in the following paragraphs.

12.2. If the contractor has any insurance taken out by it or on its behalf that provides cover, the contractor’s obligation to compensate for damage shall be limited to the amount paid out under such insurance in the relevant case.

12.3. If the contractor has no insurance as referred to in the previous paragraph or no amount is paid out under such insurance for whatever reason, the obligation to compensate for damage is limited to a maximum of 15% of the order price (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT) of the order price of the part or partial delivery in connection with which the contractor’s liability has arisen. If it concerns continuing performance contracts, the obligation to compensate for damage is limited to a maximum of 15% (excluding VAT) of the contract price owed over the last twelve months prior to the damage-causing event.

12.4. The following do not qualify for compensation:

a. consequential damage. Consequential damage includes, but is not limited to: business interruption loss, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, costs
incurred in vain, internal costs of the client, reduced goodwill and damage to reputation, penalties, damage resulting from liability of the client towards third parties, loss in connection with damage, destruction or loss of data or documents, transport costs and travel and accommodation expenses, storage costs, costs for replacement equipment and labour and costs in connection with recall actions;

b. damage to goods caused by or during the performance of the work to goods that are being worked on or to goods that are located in the vicinity of the place where the work is being carried out (opzichtschade);
c. damage to or caused by or with equipment provided to the contractor;
d. damage as a result of intent or wilful recklessness by the contractor’s auxiliary staff or non-managerial subordinates;
e. damage to material supplied by or on behalf of the client, including as a result of improperly executed processing, assembly, mounting or installation. The client may insure itself against these types of damage if possible.

12.5. The client indemnifies the contractor against all claims from third parties resulting from a defect in a product supplied by the client to a third party and of which the products or materials supplied by the contractor form part. The client must compensate for all damage suffered by the contractor in this regard, including the full costs of legal defence.

12.6. Any claim for damages by the client shall lapse after a period of twentyfour months from the date it arose unless the client has brought the claim before the competent court before the expiry of that period.

Article 13: Guarantee and other claims

13.1. Unless otherwise agreed in writing, the contractor guarantees the proper execution of the agreed performance for a period of six months after delivery or completion, as detailed in the following paragraphs.

13.2. If the parties have agreed to deviating guarantee conditions, the provisions of this article will remain in full force, unless and insofar as this is in conflict with those deviating guarantee conditions.

13.3. The client must lend all cooperation free of charge to the investigation by or on behalf of the contractor of a complaint by the client about the performance carried out, failing which all rights of the client in connection with that complaint shall lapse.

13.4. If the contractor has rejected a complaint about the performed service on good grounds, the client must reimburse all costs reasonably incurred in connection with investigating the complaint.

13.5. If the agreed performance has not been properly executed, the contractor will choose whether to perform it properly, replace the delivered item in whole or in part, or credit the client for a reasonable part of the order amount.

13.6. If the contractor chooses to properly perform the service or to replace the delivered item in whole or in part, the client will in all cases offer the contractor the opportunity to do so. The contractor determines the method and time of execution. If the agreed performance (also) included the processing of material provided by the client, the client must supply new material at its own expense and risk.

13.7. Items to be repaired or replaced by the contractor must be sent to the contractor by the client. Transport, shipping, disassembly and assembly are at the expense and risk of the client. In addition, travel, accommodation and travel hours are for the account of the client. The contractor is authorised to require security or advance payment for these costs.

13.8. The contractor is not required to implement the guarantee until the client has fulfilled all its obligations.

13.9. a. The guarantee does not cover defects that are the result of:
– normal wear and tear;
– improper use;
– lack of maintenance, or incorrectly performed maintenance;
– installation, assembly, disassembly, change or repair by the client or by third parties;
– defects in or unsuitability of items, materials or tools originating from, or prescribed by, the client.
b. No guarantee is given for:
– items delivered that were not new at the time of delivery;
– inspecting, repairing and overhauling items;
– items under manufacturer’s warranty;
– items for which a guarantee has been granted to the client by third parties.

13.10. The provisions of paragraphs 3 to 8 of this article apply by analogy to any of the client’s claims based on breach of contract, non-conformity or any other basis whatsoever.

Article 14: Obligation to complain

14.1. In any case, the client no longer has the right to invoke a defective performance if it has not complained to the contractor in writing within fourteen days after it discovered or should reasonably have discovered the defect.

14.2. The client must have submitted complaints about the invoice with the contractor in writing and within the payment term, subject to forfeiture of all rights. If the payment term is longer than thirty days, the client must have submitted its complaint in writing within thirty days of the invoice date at the latest.

Article 15: Failure to take possession of goods

15.1. The client is obliged to take actual possession of the goods that are the subject of the agreement at the agreed location at the end of the delivery period.

15.2. The client must cooperate fully and free of charge to enable the contractor to deliver the goods.

15.3. Goods not taken into possession are stored at the client’s expense and risk.

15.4. In the event of a breach of the provisions of paragraph 1 or 2 of this article, the client shall, after the contractor has given notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.

Article 16: Payment

16.1. Payment is made at the contractor’s business address or into an account to be designated by the contractor.

16.2. Unless otherwise agreed, payment is made within 30 days of the invoice date.

16.3. If the client fails to fulfil its payment obligation, it is obliged to comply with a request from the contractor for a benefit in kind instead of the agreed amount.

16.4. The client’s right to offset its claims against the contractor or to suspend the fulfilment of its obligations is excluded unless the contractor has been granted a suspension of payments or is bankrupt or the statutory debt adjustment scheme applies to the contractor.

16.5. Irrespective of whether the contractor has fully executed the agreed performance, everything that the client owes or will owe it under the agreement is immediately due and payable if:
a. a payment term has been exceeded;
b. the client fails to fulfil its obligations under article 15;
c. the client has not provided security upon first request under Article 17 of these terms and conditions;
d. the client has filed for bankruptcy or suspension of payments;
e. attachment is levied on goods or claims of the client;
f. the client (company) is dissolved or wound up;
g. the client (a natural person) files an application to be admitted to the statutory debt adjustment scheme, is placed under a guardianship order or has passed away.

16.6. In the event of late payment, the client shall owe interest on the amount payable to the contractor from the day following the day agreed as the final day for payment un-til and including the day on which the client makes payment. If the parties have not agreed on the final day of payment, the interest is due from 30 days after the sum has become due and payable. The interest is 12% per year but will be equal to the statutory interest if this is higher. For the interest calculation, a part of the month is considered to be a full month. At the end of each year, the amount on which the in-terest is calculated will be increased by the interest due for that year.

16.7. The contractor is entitled to offset its debts to the client against claims that companies affiliated to the contractor have against the client. In addition, the contractor is entitled to offset its claims to the client against debts that companies affiliated to the contractor have against the client. Furthermore, the contractor is entitled to offset its debts to the client against claims on companies affiliated with the client. Affiliated companies are all companies that belong to the same group within the meaning of Section 2:24b of the Dutch Civil Code and a participation
within the meaning of Sec-tion 2:24c of the Dutch Civil Code.

16.8. In the event of late payments, the client owes the contractor all extrajudicial costs with a minimum of € 75. These costs are calculated on the principal amount based on the following
table:
– on the first € 3,000 15%
– on the excess up to € 6,000 10%
– on the excess up to € 15,000 8%
– on the excess up to € 60,000 5%
– on the excess from € 60,000 or more 3%

The extrajudicial costs actually incurred are due if they are higher than the calculation given above.

16.9. If the contractor is wholly or largely vindicated in legal proceedings, all costs incurred in connection with such proceedings shall be borne by the client.

Article 17: Securities

17.1. The client is obliged to provide adequate security, at the contractor’s first request, at the contractor’s discretion, for all payments owed by the client to the contractor under the agreement. If the client fails to comply with this provision within the set time limit, it shall immediately be in default. In that case, the contractor has the right to terminate the agreement and to recover its loss from the client.

17.2. The contractor shall remain the owner of delivered goods until the client has fulfilled its obligations under any agreement with the contractor, including claims for damages, penalties, interest and costs.

17.3. If the client has fulfilled its obligations after the contractor has delivered the goods to it in accordance with the agreement, the retention of title with respect to these goods is revived if the client does not fulfil its obligations under an agreement entered into subsequently.

17.4. As long as the delivered goods are subject to retention of title, the client may not encumber or dispose of these goods other than in the course of its normal business operations. This provision has effect under property law.

17.5. After the contractor has invoked its retention of title, it may recover the delivered goods. The client will cooperate fully with this.

17.6. In the event of a breach of the provisions of paragraph 5 of this article, the client shall, after the contractor has issued notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.

17.7. The contractor has a right of pledge and a right of retention on all goods that it has or may receive from the client on any grounds whatsoever and for all claims that it has or might have against the client.

Article 18: Intellectual Property Rights

18.1. The contractor shall be regarded as creator, designer, deviser or inventor, respectively, of the works, models, signs or inventions created under the agreement. The contractor has the exclusive right to apply for a patent, trademark or model.

18.2. The contractor will not transfer any intellectual property rights to the client in the performance of the agreement.

18.3. If the performance to be delivered by the contractor (also) includes providing computer software, the source code will not be handed over to the client. The client will only acquire a non-exclusive, worldwide and perpetual licence for use for the computer software solely for the purpose of the normal use and proper functioning of the item.

18.4. The client is not permitted to transfer the licence or to issue a sub-licence. This provision has effect under property law. Only in the event of resale of the item in connection with which the contractor has supplied the computer software shall the licence pass to the acquirer of the item under the same conditions and restrictions as set out in this article, provided that the purchaser of the item has accepted these conditions in writing.

18.5. The contractor is not liable for damage that the client suffers as a result of an infringement of third-party intellectual property rights.

18.6. The client indemnifies the contractor against any third-party claims related to an infringement of intellectual property rights.

Article 19: Transfer of rights or obligations

The client may not transfer or pledge any rights or obligations pursuant to any article in these general terms and conditions or the underlying agreement(s), unless it has the prior written consent of the contractor. This provision has effect under property law.

Article 20: Termination or cancellation of the agreement

20.1. The client is not entitled to terminate or cancel the agreement in whole or in part.

20.2. The contractor may agree to a request to terminate the agreement. In that case, the client shall owe a payment of at least 20% of the agreed or budgeted price. The contractor is entitled to demand a higher payment or to impose further conditions for its consent.

Article 21: Applicable law and competent court

21.1. Dutch law applies. The Vienna Sales Convention (C.I.S.G.) or any other international regulation, the exclusion of which is permitted, shall not apply.

21.2. The Dutch civil court with jurisdiction in the place of establishment of the contractor shall have exclusive jurisdiction over disputes arising from or related to the agreement.

These terms and conditions constitute an integral translation of the Dutch version of
the Metaalunie terms and conditions as filed with the Registry of the Court of Rotterdam
on 1 January 2025. The Dutch version will prevail in the explanation and interpretation
of this text.

General Purchasing Conditions

General Terms and Conditions of Purchase of ARCO Solutions B.V. in Horst, the Netherlands, filed with the Chamber of Commerce Limburg in Roermond under number 14098500.

GENERAL

Article 1: Applicability

1.1. Client is the natural or legal person who uses these purchase conditions. The other party shall be referred to as the contractor. In these terms and conditions ‘the work’ shall also mean the provision of services.

1.2. Articles 1 to 16 of these Terms and Conditions shall apply to all offers made to the Client and to all agreements concluded with the Client and to all agreements that may result therefrom. If those offers or agreements relate to the (sub)contracting of work and/or the provision of services, articles 17 to 22 of these terms and conditions shall also apply.

1.3. Any deviations from these General Conditions of Purchase and (Sub)Contracting shall apply only if confirmed in writing by the Client to the Contractor.

1.4. In the event of any conflict between the contents of the contract concluded between the Client and the Contractor and these General Terms and Conditions, the provisions of the contract shall apply.

Article 2: Costs of offers

The Client shall not reimburse any costs associated with offers or quotations, including the costs of advice, drawings, etc., made by or on behalf of the Contractor.

Article 3: Delivery time and penalty

3.1. The agreed delivery time and/or execution period are fatal. If the Contractor exceeds the delivery deadline and/or work period, he shall be in default by operation of law. As soon as the Contractor knows or ought to know that the performance of the Agreement will not take place or will not take place on time or properly, he shall notify the Client immediately.

3.2. The Contractor shall be liable for all damage suffered by the Client as a result of the delivery deadline and/or work period being exceeded, as referred to in Article 3.1.

3.3. For each day of delay in delivery or completion, the Supplier will forfeit to the Client an immediately payable penalty of 0.2% of the total order amount, with a minimum of €25.00 and a maximum of 5% of the total order amount.

3.4. The penalty mentioned in clause 3.3 may be claimed in addition to substitute and additional damages under the law. The Client shall be entitled to set off this penalty and/or damages against amounts owed to the Contractor.

Article 4: Prices.

4.1. The prices mentioned in the offer are based on delivery Free Domicile at the agreed place, “Delivered Duty Paid”, in accordance with Incoterms 2020. All prices are fixed, exclusive of VAT, including proper packaging.

4.2. Price increases are and will remain the responsibility of the Contractor, even after the Agreement has been concluded. This regardless of the period elapsed between the date of concluding the agreement and its execution.

Article 5: Transfer of risk

5.1. Delivery shall be made carriage paid at the agreed place, “Delivered Duty Paid”, in accordance with Incoterms 2020.

5.2. If prices have been agreed “ex works” and the Contractor nevertheless arranges or arranges for transport, the risk of loading and transport shall be borne by the Contractor.

5.3. If the goods are picked up by or on behalf of the Client, the Contractor shall provide assistance in loading without charging any costs.

Article 6: Inspection and testing

6.1. The Client, its principal and the management of the work shall at all times have the right to inspect or test the goods supplied or delivered and/or the work (in progress). In that case the Contractor shall provide such facilities as may reasonably be required for that purpose.

6.2. The costs of the inspection referred to in Article 6.1 shall be borne by the Contractor if these items/the work are rejected by the Client and/or its principal and/or the management of the work. Inspection or approval shall not relieve the Contractor of any warranty or liability, as arising from these conditions, the Agreement or the law.

Article 7: Rejection

7.1. If the Products delivered by the Contractor or the work performed do not meet the requirements set out in the order and/or specification, the Client shall be entitled to reject them. Acceptance of the goods or payment for the goods or the work shall not constitute acceptance thereof. Regardless of any approval, the goods and the work shall remain at the expense and risk of the contractor.

7.2. If the client rejects the delivered goods and/or the work, the contractor is obliged to, within a period to be determined by the client:

▪ take care of repair free of charge or, such at the client’s discretion;
▪ replace the goods free of charge and/or carry out (or have carried out) the work in accordance with the agreement.

7.3. If the contractor does not comply with his obligation mentioned in article 7.2, or does not do so within the set term or to the satisfaction of the client, the client will be entitled to perform the work mentioned in article 7.2 himself or to have it performed by a third party at the contractor’s expense. The Client shall be entitled to set off the costs incurred against amounts owed to the Contractor.

Article 8: Intellectual property rights

8.1. ‘Intellectual property rights’ includes, among other things, copyrights, database rights, model rights, trademark rights, patent rights, or the right to obtain these Intellectual property rights by application, filing, registration, or otherwise.

8.2. ‘Intellectual property rights to the work’ are all Intellectual property rights that apply to the work, to the goods and to the resources such as drawings, models, molds, dies and tools, created during or for the purpose of the execution of the agreement between the contractor and the client.

8.3. All Intellectual property rights to the work belong to the client. The contractor transfers these rights to the client as far as possible now and will immediately perform any additional actions required for the transfer at the first request of the client.

8.4. The client does not owe the contractor any compensation for (the transfer of) the Intellectual property rights to the work.

8.5. The contractor waives the personal rights referred to in article 25, paragraph 1 under a of the Copyright Act. Insofar as changes to the work, the items or the name thereof are concerned, the contractor also waives the personal rights referred to in article 25, paragraph 1 under b and c of the Copyright Act. The contractor will not invoke the authority granted in article 25, paragraph 4 of the Copyright Act.

8.6. The Contractor warrants that the goods to be delivered to the Client, the work to be performed and the Intellectual Property Rights to the work do not infringe the rights of third parties, including Intellectual Property Rights, and indemnifies the Client against all claims on that account. The Contractor shall compensate the Client for all damages resulting from any infringement.

Article 9: Confidentiality

9.1. All models, design data, drawings and other documents etc. provided by the client to the contractor, as well as know-how of which the contractor has become aware via the client, are confidential and will not be used by the contractor for any other purpose than to fulfil its obligations arising from the agreement with the client.

9.2. The data referred to in article 9.1 will not be made public or reproduced by the contractor, unless with the written permission of the client. If the contractor must provide the confidential information provided to him to his employees in order to execute the agreement, the contractor is obliged to ensure that his employees agree to the confidentiality obligation under this agreement, before they take cognisance of the information made available by the client.

9.3. If the contractor must disclose the data referred to in article 9.1 to a third party or parties for the performance of the agreement, he undertakes to impose a confidentiality obligation as referred to in this article on this third party or parties.

9.4. The contractor owes the client an immediately due fine of 5% of the total order amount with a minimum of € 250.00 if he violates one or more of the above obligations

9.5. The fine referred to in article 9.4 can be claimed in addition to replacement and additional damages on the basis of the law. The client has the right to offset this fine and/or damages against amounts owed to the contractor.

Article 10: Non-competition

Unless the client has given prior written permission, the contractor will refrain from making price quotations and/or offers to the principal, directly or through third parties, that relate to the work.

Article 11: Resources

11.1. All resources, such as drawings, models, moulds, dies and tools, that are made available to the contractor by the client for the performance of an agreement or that the contractor has made or had made specifically in the context of the agreement with the client, remain or become the property of the client under all circumstances, regardless of whether or not they have been paid for.

11.2. All resources and all copies made thereof must be made available to the client upon first request or returned to the client.

11.3. As long as the contractor has the resources in its possession, the contractor must provide them with an indelible mark indicating that they are the property of the client. The contractor will inform third parties who wish to recover these resources of the client’s right of ownership.

11.4. Without prejudice to the provisions of article 9 of these conditions, the contractor will only use the resources referred to in this article for the performance of deliveries and work for the client and will not show them to third parties, unless the client has given express written permission to do so. The contractor bears the risk of loss or damage and is obliged to insure this risk at its own expense.

Article 12: Liability

12.1. The Contractor is liable for all direct and indirect damage caused by a shortcoming or unlawful act of the Contractor, its subordinates or its assistants. This also includes all damage caused by the presence and/or use of items that the Contractor has involved in the performance of the agreement.

12.2. The Contractor will fully indemnify the Client against claims from third parties for compensation for damage as referred to in the first paragraph.

Article 13: Insurance

The Contractor will demonstrate, upon request and to the satisfaction of the Client, that it has taken care of sufficient insurance at its own expense, which covers any damage that the Client suffers as a result of actions and omissions of the Contractor and/or third parties involved.

Article 14: Warranty

14.1. The Contractor guarantees for a period of 6 months after commissioning, unless otherwise agreed, that the delivered goods and the work are of good quality, free from construction, material and manufacturing defects and that they comply with the agreement. In the event that the delivered goods or the work are not commissioned within 6 months after delivery, the warranty applies for a period of 6 months after delivery.

14.2. The Contractor will immediately and in consultation with the Client repair all defects that the goods and/or the work show during the warranty period or, at the Client’s discretion, replace the defective goods or (parts of) the work.

14.3. The Contractor shall bear all costs associated with repairing the defect or replacing the goods and/or the work. This also includes the costs for putting the goods and/or the work into use after said repair or replacement. If the goods and/or work belong to a larger object, the costs of commissioning that larger object will also be borne by the contractor.

14.4. If the contractor fails to meet its warranty obligation as stated in this article, the client has the right to perform the warranty work itself or have it performed by third parties at the expense and risk of the contractor. The client may offset the costs incurred in this way with amounts owed to the contractor.

Article 15: Payment

15.1. Payment will be made as much as possible within the agreed payment term, unless the client complains about the quantity and/or quality of the delivered goods after receipt of the goods – including the accompanying documents.

15.2. In the event of advance payment or payment in instalments, the client has the right to demand that the contractor provide sufficient security for compliance in the client’s opinion. If the contractor fails to do so within the set term, he will immediately be in default. In that case, the client has the right to terminate the agreement and recover his damages from the contractor.

15.3. The Client is at all times entitled to offset any amounts the parties may have to claim from each other.

15.4. The Client reserves the right to pay the social security premiums and payroll tax owed by the Contractor in respect of the work, for which he is liable under the Chain Liability, to the Contractor by depositing them into his G-account or into the deposit that the Receiver holds for the Contractor.

15.5. Without prejudice to the provisions of the previous paragraph, the Client is at all times entitled to withhold the aforementioned amounts of social security premiums and payroll tax from the (sub)contract sum and to pay them directly to the Receiver on behalf of the Contractor.

Article 16: Applicable law and choice of forum

16.1. Dutch law applies.

16.2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation the exclusion of which is permitted.

16.3. Only the Dutch civil court that has jurisdiction in the place of establishment of the client will hear disputes, unless this is contrary to mandatory law. The client may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.

16.4. The parties may agree on another form of dispute resolution, such as arbitration or mediation.

(SUB)CONTRACTING/SERVICES

Article 17: Prohibition of assignment/prohibition of pledge

The contractor is prohibited from assigning, pledging or transferring ownership of its claims arising from the agreement against the client without the client’s permission.

Article 18: Obligations of the contractor

18.1. The contractor must:
a. have a valid registration certificate with the relevant Employee Insurance Agency (UWV), insofar as the agency provides this. The contractor must show this registration certificate to the contractor upon request;
b. provide the client with a recent (not older than three months) extract from the Trade Register of the Chamber of Commerce upon request;
c. provide the client with a list of all employees to be deployed at the work as well as a copy of a valid proof of identity for each employee once (before they commence their work) and, upon request, payroll statements;
d. to provide the client with a man-day register, which states the name, address, postcode, place of residence, citizen service number, date of birth and number of hours worked per date for each employee of the contractor;
e. to strictly comply with all obligations towards the employees employed by the contractor;
f. to strictly comply with all statutory obligations to pay social security contributions and payroll tax, which are related to the work assigned to him, and furthermore to strictly comply with the applicable collective labour agreement;
g. to periodically automatically provide a statement regarding his payment of payroll tax and premiums, as referred to in the guideline(s) established in the context of the Chain Liability;
h. to draw up weekly reports on request according to a model approved by the client and to submit these completed and signed weekly reports to the client for approval on a weekly basis;
i. als de Ketenaansprakelijkheid van toepassing is, zijn administratie zodanig inrichten dat daarin terstond of vrijwel terstond de volgende stukken dan wel gegevens kunnen worden teruggevonden:
– de overeenkomst of de inhoud daarvan op grond waarvan opdrachtnemer de door hem aan opdrachtgever geleverde prestatie heeft verricht;
– de gegevens inzake de nakoming van die overeenkomst met inbegrip van een registratie
van de personen die zijn ingezet en van de dagen/uren gedurende welke die personen werkzaamheden hebben verricht;
– de betalingen die in verband met de genoemde overeenkomst zijn gedaan;
j. opdrachtgever desgevraagd kosteloos alle inlichtingen te verschaffen voor zijn administratie en/of voor die van zijn principaal;
k. indien de Ketenaansprakelijkheid van toepassing is, te beschikken over de originele G-rekeningovereenkomst en deze op verzoek van opdrachtgever te tonen, tenzij partijen zijn overeengekomen dat opdrachtgever op grond van artikel 15.4 rechtstreeks in het depot bij de Ontvanger zal storten.

18.2. Ingeval opdrachtnemer (nog) niet heeft voldaan aan zijn verplichtingen uit lid 1 zal opdrachtgever eerst tot betaling gehouden zijn, nadat hij de ontbrekende gegevens heeft ontvangen en administratief heeft verwerkt en /of opdrachtnemer zijn eventuele andere verplichtingen is nagekomen.

Article 19: Organisation of the work

19.1. The contractor is obliged to follow only the orders and instructions given by the client.
19.2. The client has the authority to deny the contractor’s employees access to the work or to have them removed, for example due to unsuitability, disturbance of the peace, misconduct, etc., without further compensation for any damage suffered by the contractor as a result.
19.3. The working and rest hours at work and the rest, public holidays, holidays or other days off generally or locally recognised, prescribed by the government or under a collective labour agreement, also apply to the contractor and his staff members who carry out work at the work. Any damage resulting from this for the contractor cannot be recovered from the client. The latter also applies if the services of the contractor cannot be used due to strikes or other causes at the client or at third parties.
19.4. Unless otherwise agreed, the contractor must ensure that a permanent foreman is present at the work site from the start of the work up to and including delivery, with whom both organizational and technical agreements can be made. His name must be known to the persons or bodies designated by the client.
19.5. The contractor must provide its employees with the correct personal protective equipment and ensure that it is used (correctly). All costs arising from this shall be borne by the contractor.
19.6. All necessary insurances as well as the deductible of any CAR policy taken out for the work shall be borne by the contractor.
19.7. The contractor must ensure that the number of staff is such that the execution of the work is fully adapted to the planning established by the client and must be such that other work does not come to a standstill. If the client changes the planning/progress, the contractor is obliged to adapt to this. Changes in the number of staff are only permitted after permission from the client.
19.8. As prescribed by the Motor Vehicle Liability Insurance Act (WAM), the contractor is obliged to ensure that the WAM-liable work material brought in by him is insured. With regard to the WAM-obligated work equipment hired by the contractor, the contractor must satisfy itself that it meets the aforementioned insurance obligation. In addition, the contractor must also have taken out adequate insurance for the work risk of the WAM-obligated work equipment brought in by it.
19.9. With regard to cables, pipes and other above-ground and underground properties of third parties, the contractor shall at all times be obliged to ensure the location of the location. The contractor shall immediately inform the client of any damage.
19.10. Required materials such as scaffolding, aerial platforms, hoisting equipment and small materials including hand tools, measuring equipment, mobile scaffolding, ladders and steps, etc., shall be provided by the contractor and shall be included in the total price.
19.11. If work must be carried out on or to parts of the work that have already been completed, such as plastered walls, tiling, painting, etc., the contractor shall take protective measures to prevent damage and/or contamination. Any damage and/or contamination found after or during the work shall be deemed to have been caused by the contractor.
19.12. After completion of the work, the contractor shall deliver the work in a broom-clean condition and leave the construction site clean.

Article 20: Invoicing

20.1 Without prejudice to the provisions of Article 18.2, the client will only approve an invoice for payment once the work or the part to which an instalment payment relates has been satisfactorily delivered by the contractor and the invoice also meets the applicable formal requirements as stated in Article 20.2.

20.2 The invoice must meet the statutory requirements as set out in the Turnover Tax Act. The contractor must in any case clearly and concisely state the following information:
a. the date of issue;
b. a consecutive number, with one or more series, by which the invoice is uniquely identified;
c. the name and address of the client;
d. the name and address of the contractor;
e. the number of the agreement;
f. the work and the place(s) of execution to which the invoice relates;
g. the period and the services provided to which the invoice relates;
h. the number of man-hours worked, the size of the wage costs and (separately) the percentage of payroll taxes on the wage amount, if the Chain Liability applies;
i. a statement of whether or not the reverse charge mechanism with regard to VAT applies and in the latter case the amount of VAT;
j. the VAT identification number of the entrepreneur who performed the delivery or service;
k. the VAT identification number of the client if the VAT payment has been transferred to the client;
l. the invoice amounts, split for each rate and then subdivided into unit price and any discounts applied.

Article 21: Laws and regulations

21.1. The Contractor shall comply with all applicable laws and regulations, provisions and conditions, as well as all provisions and conditions that apply to these activities under the agreement concluded by the Client with its client.

21.2. The Contractor shall, at its own expense, ensure that any permits and safety measures required in connection with the delivery to be made and the execution of the work accepted by it are taken.

Article 22: Execution for third parties

22.1. Without the prior written consent of the client, the contractor may not transfer or outsource the assignment, or any part thereof, or the execution thereof to a third party.

22.2. If the contractor assigns the work, or part thereof, to a third party, he must immediately draw up a written agreement to that effect. The terms of that agreement must correspond to the agreement concluded between the client and the contractor for the work, whereby the contractor and the third party mutatis mutandis assume the (legal) position of the client and the contractor respectively.

22.3. Transfer/outsourcing does not affect the obligations that the contractor has towards the client under the agreement.

22.4. Without prejudice to the provisions of articles 22.1, 22.2 and 22.3, the contractor is not authorised to use workers made available, without the prior written consent of the client. In the event of outsourcing of work or hiring of personnel as referred to above, the contractor is obliged to comply with the administrative regulations of the Implementation Regulation on Hirer, Chain and Principal Liability 2004.