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GENERAL TERMS AND CONDITIONS OF PURCHASE AND (SUB)CONTRACTING — UNLIMITED SPARE PARTS INTERNATIONAL GROUP
The General Terms and Conditions of Purchase and (Sub)contracting Unitrack BV at Warmenhuizen of 01-01-2021, Unitrack BV is part of Unlimited Spare Parts International Group.
Article 1: Applicability
1.1. “Employer” is the natural person, legal entity or partnership that applies these Terms and Conditions of Purchase. The counterparty shall be referred to as the “Contractor”. In these Terms and Conditions “Principal” means the Employer’s employer. Furthermore, “work” also covers the provision of services.
1.2. Articles 1 to 23 of these Terms and Conditions apply to all offers made to the Employer and to all agreements concluded with the Employer and to all agreements resulting therefrom, provided that the Employer is the purchaser or the employer. If these offers or agreements relate to the (sub)contracting of a specific performance of work or services, Articles 24 to 32 inclusive of these Terms and Conditions also apply.
1.3. Deviations from these General Terms and Conditions of Purchase and (Sub)contracting apply only if they are confirmed by the Employer to the Contractor in writing.
1.4. In case of conflict between the content of the agreement concluded between the Employer and the Contractor and these General Terms and Conditions, the provisions of the agreement shall prevail.
1.5. These Terms and Conditions have been drawn up in the English language. In case of discrepancies between the English version of these Terms and Conditions and any translations thereof, the English version shall prevail.
Article 2: Offer-related costs
2.1 Possible costs related to making offers or presenting valuations, including costs of consulting, design works etc., by or on behalf of the Contractor shall be borne by the Contractor and shall not be subject to compensation from the Employer.
Article 3: Delivery time and penalties
3.1. The indicated delivery or execution time is final. Exceeding the delivery or execution time by the Contractor results in a default (verzuim) on the part of the Contractor as defined by law. The moment the Contractor learns or is justifiably expected to have learnt that the execution of the agreement will not take place at all, on time or in a proper manner, they shall immediately notify the Employer of this fact.
3.2. The Contractor shall be liable for any loss or damage suffered by the Employer as a result of exceeding the delivery and/or execution time referred to in paragraph 1 of this Article.
3.3. For each day of delay in delivery or execution, the Contractor shall pay the Employer an immediately payable penalty of EUR 1,000.00 per day. This penalty may be claimed in addition to the compensation payable under applicable law.
Article 4: Prices
4.1. The prices specified in the offer are determined on the basis of the delivery referred to in Article 5 paragraph 1 of these Terms and Conditions.
4.2. All prices are expressed in EURO, they are fixed, do not include VAT, however they include the cost of appropriate packaging.
4.3. Possible increase of factors determining the price, which might take place after concluding the agreement, shall be borne by the Contractor, regardless of the period that elapsed between the conclusion of the agreement and its execution.
Article 5: Delivery and transfer of risk
5.1. Delivery takes place at the moment the Contractor fully transfers the unloaded goods to the Employer. Until that moment, the Contractor bears, among others, the risk related to storage, loading, transport and unloading of goods. The Contractor shall insure itself against these risk factors at their own expense.
5.2. The Employer and the Contractor may agree that the Employer will organize the transport. In such a case, the risk related to, among others, storage, loading, transport and unloading will also be borne by the Contractor. The Contractor may take out insurance against these risk factors.
5.3. If the goods are collected by or on behalf of the Employer, the Contractor should provide assistance in loading without charging any costs resulting from that.
Article 6: Inspection and control
6.1. The Employer shall have the right to inspect and/or control the ordered or delivered goods, or the (performed) works at any time. In such a case, the Contractor shall provide such means as may be required in this respect within reason.
6.2. The Employer shall not be obliged at any time to check or inspect the ordered or delivered goods and/or (performed) works and may assume that the ordered or delivered goods and/or (performed) works are in accordance with the agreement.
6.3. The costs of inspection/control, referred to in paragraph 1 of this Article, in case of rejection of the goods/works by the Employer, shall be borne by the Contractor. The inspection or acceptance does not release the Contractor in any way from the obligations of a warrantor or liability under these Terms and Conditions, the Agreement or applicable laws.
Article 7: Rejection
7.1. If the goods delivered or works performed by the Contractor do not comply with the Agreement, the Employer shall have the right to reject them. Receipt of goods or payment for goods or work does not imply their acceptance/collection.
7.2. If the Employer rejects the delivered goods and/or work, the Contractor shall be obliged to do the following within the deadline set by the Employer:
– provide free of charge repair or, at the Employer’s discretion,
– ensure free exchange of goods and/or execution of work (or order its execution) in accordance with the agreement.
7.3. If the Contractor does not meet their obligations referred to in paragraph 2 of this Article, or fails to meet them within the prescribed period or to the satisfaction of the Employer, the Employer may, at the expense of the Contractor, perform the works referred to in paragraph 2 of this Article on their own or entrust the performance of them to a third party.
Article 8: Intellectual property rights
8.1. The term “Intellectual property rights” shall mean, inter alia, copyrights, rights to databases, design rights, trademarks, patents, topographies or the right to obtain these intellectual property rights by filing an application, deposit, registration or otherwise.
8.2. “Intellectual property rights to work” are all intellectual property rights to a piece, work performed, to goods and auxiliary means, such as drawings, models, patterns and matrices and tools, created in the performance of an agreement concluded between the Contractor and the Employer or for the purpose of its execution.
8.3. All intellectual property rights to the work belong to the Employer. The Contractor is considered to be the author, designer or inventor of work created under the agreement. Therefore, the Employer shall have the exclusive right to apply for the registration of a patent, trademark or utility model. If the performance of the agreement (in part) consists of existing intellectual property rights, then the Contractor shall immediately, to the extent possible, transfer these rights to the Employer and carry out any additional activities required for their transfer upon the first request of the Employer.
8.4. The Employer shall not pay the Contractor any remuneration for (the transfer of) intellectual property rights to work.
8.5. The Contractor shall waive its personal rights referred to in Article 25 paragraph 1 subparagraph a of the Dutch Copyright Act. With respect to changes in works, goods or their names, the Contractor shall also waive the personal rights referred to in Article 25 paragraph 1 subparagraphs b and c of the Dutch Copyright Act. The Contractor may not invoke the rights granted to it in Article 25 paragraph 4 of the Dutch Copyright Act.
8.6. The Contractor assures that the goods to be delivered by the Contractor to the Employer, the works to be performed and the intellectual property rights to the works do not violate any third-party rights, including intellectual property rights, and indemnifies the Employer from any claims in this respect. The Contractor shall compensate the Employer for any damage resulting from any breach, including (full) defense costs.
Article 9: Software source code and user license
9.1. If the service to be performed by the Contractor consists (partly) of providing software developed specifically for the Employer, the Contractor shall provide the Employer with its source code.
9.2. If the service to be performed by the Contractor consists of the provision of software which has not been developed specifically for the Employer, the Employer shall acquire a non-exclusive, worldwide and perpetual license to use this part of the software for the purposes of its normal use and proper functioning, by way of derogation from the provisions of Article 8 paragraph 3 of these Terms and Conditions. If a part of the software has been developed specifically for the Employer, the provisions of Articles 8 and 9, paragraph 1 of these Terms and Conditions shall apply in full to this part. The Employer shall have the right to sell the license or sub-license it. In case the Employer sells the item to a third party, the license is transferred by law to the purchaser of the item.
9.3. For the acquisition of the source code referred to in the paragraph 1 of this Article or the user license referred to in the paragraph 2 of this Article, the Employer shall not be liable to pay any remuneration to the Contractor.
Article 10: Confidentiality and business relationship clause
10.1. All information provided to the Contractor by or on behalf of the Employer (such as patterns, design data, illustrations, drawings, know-how and other documents, etc.), regardless of their nature and form, is confidential and shall not be used in any way by the Contractor, the Contractor’s subsidiaries and employees or third parties related to the Contractor, for any purpose other than the execution of the Agreement.
10.2. The information referred to in paragraph 1 of this Article shall not be made public or reproduced in any form by the Contractor.
10.3. The Contractor shall not in any way, directly or indirectly, submit to the Employer offers concerning items or works being the subject of the agreement between the Employer and the Contractor.
10.4. The Contractor shall be obliged to return or destroy the information referred to in paragraph 1 of this Article upon the first request of the Employer, within the period specified by the Employer, at the Employer’s discretion.
Article 11: Penalties
11.1. In case of violation of the provisions of Article 9, paragraph 1 or Article 10, paragraph 1, 2 or 3, the Contractor shall be liable to pay to the Employer an immediately payable penalty of EUR 25,000 for each violation. This penalty may be claimed regardless of any compensation under applicable law.
11.2. In case of violation of the provisions of Article 10 paragraph 4, the Contractor shall pay the Employer an immediately payable penalty of EUR 1,000.00 per day, with a maximum of EUR 25,000.00. This penalty may be claimed regardless of any compensation under applicable law.
Article 12: Auxiliary means
12.1. All auxiliary means, such as drawings, patterns, molds, matrices and tools, made available by the Employer to the Contractor in order to perform the Agreement, or which the Contractor has performed or entrusted specifically for performance under the Agreement with the Employer, shall remain or become the property of the Employer in all circumstances, whether or not a fee has been paid for them.
12.2. All auxiliary means and all copies made thereof must be provided or returned to the Employer upon the first request.
12.3. As long as the Contractor is in possession of the auxiliary means, the Contractor must mark them with an indelible sign indicating that they are the property of the Employer. The Contractor shall indicate the ownership rights of the Employer in relations with third parties who might make claims with respect to these measures.
12.4. Without prejudice to the provisions of Article 10 of these Terms and Conditions, the Contractor shall use the auxiliary means referred to in this Article exclusively for the purpose of carrying out deliveries and works on behalf of the Employer, and shall not present them to third parties, unless expressly permitted by the Employer in writing. The Contractor shall bear the risk of their loss, destruction or damage and shall be obliged to take out insurance against these risk factors at their own expense.
Article 13: Responsibility
13.1. The Contractor shall be liable for any loss or damage, including the related penalties, resulting from the Contractor’s failures, illegal actions or for any other reason.
13.2. The Contractor shall indemnify the Employer against all third-party claims for damages referred to in the paragraph 1.
Article 14: Insurance
14.1. The Contractor shall be obliged to take out appropriate insurance covering all losses or damages incurred by the Employer as a result of failures or illegal actions attributable to the Contractor or third parties employed by the Contractor. Upon the first request of the Employer, the Contractor shall submit copies of the relevant insurance policy and proof of payment of the premium.
Article 15: Termination and cancellation of the agreement
15.1. The Employer shall always have the right to terminate or cancel the agreement with immediate effect by payment of compensation in the amount corresponding to the actual costs incurred by the Contractor and a reasonable profit margin. The burden of proof of costs incurred and a reasonable margin lies with the Contractor.
Article 16: Warranty
16.1. The Contractor guarantees proper performance of the service in question for a period of 6 months from commissioning, unless, as a standard, the Contractor applies a longer warranty period or if a longer period is indicated in the order/purchase invoice, in which case the longer period shall apply.
16.2. In the event that the delivered goods or the completed works are not put into operation within 2 months from the date of delivery/acceptance, the warranty shall be valid for a period of 6 months from the date of delivery/acceptance of works, unless a longer warranty period is applied by default, or if a longer period is indicated in the order/purchase invoice, in which case this longer period shall apply.
16.3. If the agreed service has not been performed in a manner consistent with the agreement, the Contractor shall immediately perform it in a proper manner, with the Employer choosing between repair and replacement, without prejudice to any other rights that the Employer has under the applicable law.
16.4. The Contractor shall bear all costs associated with repairing the defect or replacing the goods and/or works. This also applies to the costs of putting the goods and/or works into operation after the repair or replacement in question. If the goods and/or works are part of a larger facility, the costs of its commissioning are also borne by the Contractor.
16.5. If the Contractor is in delay with the fulfillment of its warranty obligations, the Employer shall have the right to perform the works covered by the warranty on their own or to entrust the performance of the works to third parties at Contractor’s expense.
Article 17: Payment
17.1. Unless otherwise agreed, payment shall be made within 30 days of the invoice issue date.
17.2. In case of prepayment or installment payment, the Employer shall have the right to demand from the Contractor to provide sufficient security for the execution, at the discretion of the Employer. If the Contractor fails to do so within the specified deadline, the Contractor shall be in default. In such a case, the Employer shall have the right to terminate the Agreement and claim damages from the Contractor.
Article 18: Non-settlement and suspension by the Contractor
18.1. The Contractor shall be excluded from compensating claims against the Employer or suspending the performance of their obligations, unless a moratorium is granted to the Employer, bankruptcy is declared against them, or if statutory debt restructuring is applied to the Employer.
Article 19: Transfer of ownership in advance
19.1. Upon the first request of the Employer, the Contractor shall transfer to the Employer in advance the ownership of the goods, materials, parts and/or components from which the goods are to be assembled and/or manufactured. The Contractor shall immediately take all additional actions necessary for this transfer to be performed.
Article 20: Prohibition of the use of the right of retention
20.1. Under no circumstances may the Contractor exercise the right of retention with regards to any items belonging to the Employer which came into their possession for any reason.
20.2. In case of violation of the provisions of sec 1 of this Article, the Contractor shall pay the Employer an immediately payable penalty of EUR 250 per day, with a maximum of EUR 25,000.00. This penalty may be claimed regardless of any compensation under applicable law.
Article 21: Set-off and suspension by the Employer
21.1. The Employer shall have the right to set-off all liabilities towards the Contractor with:
a. the claims to which the Contractor is entitled against the Employer.
b. claims of companies related to the Employer against the Contractor;
c. claims against companies related to the Contractor.
21.2. Moreover, the Employer may set-off their claims against the Contractor with the claims of companies related to the Employer against the Contractor.
21.3. Affiliated companies as referred to in this Article shall mean companies that belong to the same group within the meaning of Article 2:24b of the Dutch Civil Code (“DCC”) and participatory units within the meaning of Article 2:24c of the DCC..
21.4. If the Contractor does not meet their obligations, the Employer may refrain from payment until the Contractor meets said obligations.
Article 22: Assignment and pledge of receivables
22.1. The Contractor may not assign or pledge receivables resulting from the agreement with the Employer. This clause has effect under property law.
Article 23: Governing law and jurisdiction
23.1. Dutch law is applicable on these Terms and Conditions and the agreements concluded based on these Terms and Conditions.
23.2. The United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.), or any other international regulations whose exclusion is permitted, shall not apply.
23.3. Any and all disputes shall be resolved by the Dutch civil court having jurisdiction over the registered office of the Employer. The Employer may decide not to follow the rule concerning jurisdiction and apply the rules of jurisdiction applicable under the law.
Article 24: Prohibition of further subcontracting and employee leasing
24.1. Without the prior written consent of the Employer, the Contractor may not entrust the performance of work or a part thereof to another person or employ personnel to perform (part of) the work on the basis of employee leasing.
24.2. If the Employer agrees to outsourcing or employee leasing, the provisions of Articles 25, 26 and 27 shall apply in each case. In addition, the Contractor shall be obliged to impose the same obligations on their contractor as those indicated in this Article, and to stipulate that this contractor shall include these obligations fully in the content of the contracts they will conclude for the execution of the work or part thereof.
Article 25: Vicarious tax liability in case of subcontracting
25.1. If in case of sub-contracting in the scope of income tax and social security contributions there is a chain liability, the Contractor shall be obliged to have a blocked settlement account (g-rekening) and to make available a copy of the original agreement for the settlement account upon the first request of the Employer.
25.2. The Employer shall always be entitled to pay the agreed part of the Contractor’s invoice amount by transferring it to the aforementioned settlement account. If no part of the invoice amount has been agreed in advance, the Employer shall decide at their own discretion what part of the invoice amount they will pay to the settlement account. Each payment made by the Employer to the settlement account shall be deemed a payment releasing them from their obligations towards the Contractor.
25.3. Each month the Contractor shall provide the Employer with a new, original certificate of no arrears issued by the Dutch Tax Office.
25.4. The Contractor shall provide the Employer with the BSN numbers of all employees to be delegated to work in writing before the commencement of work.
25.5. All employees to be delegated by the Contractor, i.e. all persons coming to work must have original and valid identity cards or passports and, where applicable, residence permits, work permits and A1 statements prior to the commencement of work and during work, for the purposes of audit activities (inspections) carried out by the Employer. The Employer shall have the right to refuse access to the place where the work is to be performed to an employee who does not meet these requirements or to send them away from that place. The Contractor shall be held liable for any resulting damage.
25.6. The Contractor should organize their accounting in such a manner that the following documents or data can be accessed immediately or very quickly:
– the agreement on the basis of which they performed the service for the Employer or the content of that agreement;
– data related to the fulfillment of obligations under this agreement, including data on the registration of persons who performed work as well as the days and hours on which they performed work;
– payments made in connection with this agreement.
25.7. In case of the Contractor’s bankruptcy, the Employer shall have the right to withhold payment of obligations until they have received a statement from the Dutch Tax Office on whether and to what extent they are obliged to pay the remuneration and VAT unpaid by the Contractor. The Employer may deduct the amount paid by the Employer to the Dutch Tax Office from their possible claims against the Contractor.
25.8. Upon the first request of the Employer, the Contractor shall immediately provide all information which the Employer considers necessary for their accounting activities or for their Principal.
Article 26: Invoicing
26.1. The Contractor’s invoices must meet the requirements set out in Article 35a of the Dutch Turnover Tax Act 1968. Moreover, the Contractor shall clearly and transparently indicate the following on invoices:
a. date of issue:
b. the current number, indicating the series by which the invoice will be uniquely identified;
c. full name (company name) and address of the Employer:
d. full name (company name) and address of the Contractor;
e. whether or not the reverse charge mechanism applies in relation to the turnover tax, in the latter case the amount of the turnover tax;
f. VAT identification number of the Contractor;
g. VAT identification number of the Employer, if the obligation to pay VAT has been transferred to the Employer.
h. amounts on the invoice, broken down into rates, and then into unit prices and discounts, if any.
i. number or reference mark, if any, of the agreement under which the Contractor performed the invoiced service(s);
j. period(s) during which the service(s) were provided;
k. name or reference mark of the work to which the remuneration relates;
l. where applicable: the Contractor’s settlement account number,
m. the amount of remuneration costs and (separately) the percentage of income tax and social security contributions from the amount of remuneration.
26.2. The Contractor shall attach a specification of the hours worked to each invoice. With respect to delegated personnel, the specification shall include an indication of their BSNs and the days and hours on which they performed their work. The Contractor must also submit a document confirming its right to receive payment, e.g. a signed document confirming the completion of works.
26.3. The Employer shall pay the amounts specified on the invoices only after they have received the work or that part of the work to which the installment payment relates and they have been established that the invoices meet the requirements set out in this Article.
Article 27: Employee leasing by the Contractor
27.1. If the Contractor hires personnel to perform work as part of employee leasing, they shall be obliged to observe the following provisions:
– The Contractor shall pay 25% of each invoice amount (including VAT) to the lessor’s settlement account. In case of reverse charge of VAT, the amount is 20%;
– For each payment, the Contractor shall provide the invoice number and all other invoice identification data;
– The Contractor’s accounts shall provide direct access to leasing, man-hour management and payment data;
– The Employer shall know the BSN numbers of the delegated employees;
– The Contractor shall present the identity cards of the delegated employees and possible residence or work permits upon request.
27.2. The Contractor may only employ staff from a lessor who meets the requirements of NEN 4400-1 or NEN 4400-2 and is registered in the Stichting Normering Arbeid (SNA).
27.3. The Contractor shall be obliged to agree with the lessor that the lessor shall indicate the following on invoices:
– Number or reference mark of the agreement to which the invoice relates;
– The period(s) covered by a given invoice;
– Description or characteristics of the work to which the invoice relates.
Article 28: Indemnity fwage tax and national insurance contributions and VAT
28.1. The Contractor shall indemnify and protect the Employer from claims of the Dutch Tax Office or the Dutch Employee Insurance Agency (UWV) in connection with the following claims:
a. unpaid receivables on account of tax on remuneration and social security contributions.
b. Income tax, social security contributions and VAT, unpaid by the Contractor
c. receivables from income tax and social security contributions for remuneration unpaid by all parties to whom the work (or part thereof) was entrusted
d. income tax and social security contributions on account of remuneration and VAT unpaid by all the parties from whom the personnel who was to carry out the work (or part thereof) was obtained.
28.2. In particular, at the first written request of the Employer, the Contractor shall immediately reimburse the Employer the following costs to the bank account number indicated by them:
a. Full legal costs incurred by the Employer in connection with legal measures taken by a competent authority at the expense of the Employer, in so far as such legal measures relate to the provisions of paragraph 1 of this Article;
b. All other costs related to the legal measures described in subparagraphsubparagraph a), including court fees and expert fees;
c. Any costs which the Employer may be charged with by the competent authority in connection with the provisions of paragraph 1 of this Article and which may be the subject of an enforceable judgment;
d. Other costs related to the provisions of paragraph 1 of this Article, which will be charged to the Employer.
28.3. The Employer shall be entitled to deduct the amount which the Contractor is obliged to pay to them pursuant to paragraph 1 and 2 of this Article with the amount which they are obliged to pay to the Contractor under any circumstances.
Article 29: Chain liability with regards to remuneration (Dutch Labour Market Fraud (Bogus Schemes) Act — Nl. Wet aanpak schijnconstructies)
29.1. The Contractor shall be obliged to:
a. comply with the applicable laws and regulations and the applicable collective agreement when performing work,
b. record all arrangements concerning the conditions of work in a transparent and accessible manner.
c. ensure that competent authorities have access to these arrangements for working conditions at their request and to cooperate in inspections, audits or validation of remuneration.
d. upon request, provide the Employer with access to the said arrangements concerning the conditions of performing work, if the Employer deems it necessary in connection with the prevention or proceedings for the claim for remuneration for work performed for the purpose of completion of work.
29.2. Should the Contractor breach the obligations under this Article, the Employer, after receipt of a notice of default (ingebrekestelling), shall have the right to terminate the Agreement in whole or in part.
29.3. The Contractor shall indemnify the Employer against the claims of employees pursuant to Articles 7:616a and 7:616b of the Dutch Civil Code for non-payment of due remuneration.
29.4. If the Contractor entrusts the execution of work (or part thereof), the Contractor shall be obliged to impose on the third part(y)(ies) involved the obligations referred to in paragraph 1 of this Article and to stipulate that this (these) third part(y)(ies) involved shall fully incorporate these obligations into the agreements they conclude for the execution of the work (or part thereof).
Article 30: Organization of work
30.1. The Contractor shall be obliged to comply only with the instructions and recommendations given by the Employer.
30.2. The Employer shall have the right to deny the Contractor’s employees access to the area of work execution or to remove them (order their removal) from it, for example due to inability to perform work, disorderly behavior etc., which shall not give the Contractor the right to claim any compensation for damages that the Contractor may suffer as a result.
30.3. Time of work and rest at the place of work, as well as general or local accepted days off work, holidays or other days specified by public authorities or by collective agreement, shall also apply to the Contractor and their employees who perform work at the place of work. The Employer cannot be held liable for the resulting loss or damage on the part of the Contractor. The latter rule shall apply also when the Employer or third parties cannot use the services of the Contractor due to strikes or other reasons.
30.4. Unless otherwise agreed, the Contractor shall ensure the presence of a permanently designated foreman at the place of work, with whom organizational and technical arrangements can be made. The foreman’s name must be known to persons or bodies designated by the Employer.
30.5. The Contractor shall provide their employees with appropriate personal protective equipment and supervise their proper use. Any resulting costs shall be borne by the Contractor.
30.6. The Contractor shall ensure employment at a level appropriate for the execution of works in a manner fully consistent with the schedule set by the Employer and in a manner not causing any delay in the execution of other works. In the event of a change in the schedule/work progress by the Employer, the Contractor shall be obliged to comply with it. Changes in the number of employees involved are only permitted upon obtaining the Employer’s consent.
30.7. If the Contractor is co-insured under the CAR (Construction All Risk) policy of the Employer or the Principal and a damage caused by the Contractor arises, the Contractor shall compensate the Employer for the franchise amount, any damage not covered by insurance coverage and the costs incurred by them.
30.8. The Contractor shall ensure that any equipment used by them that is subject to the Dutch Civil Liability Insurance (Motor Vehicles) Act (Wet Aansprakelijkheidsverzekering Motorvoertuigen) is insured in accordance with this Act. The scope of insurance should also cover working risk. The Contractor should also take out an appropriate insurance policy against the risk of damage or risk related to the use of the equipment provided by the Contractor.
30.9. With regards to cables, installations and other above-ground and underground facilities belonging to third parties, the Contractor shall at all times remain obliged to ensure their proper location. The Contractor shall immediately notify the Employer of any damage.
30.10. The necessary equipment, such as scaffolding, working platforms, lifting equipment and small equipment, including hand tools, measuring devices, rolling scaffolding, ladders and steps, etc. shall be provided by the Contractor and shall be included in the total price.
30.11. If the work has to be carried out on or at completed parts of the work, such as plastered walls, tiled or painted surfaces, etc., the Contractor shall take all necessary measures to protect them from damage and/or contamination. Damage and/or contamination found after or during the execution of the work shall be deemed to be caused by the Contractor.
30.12. Upon completion of the works, the Contractor shall clean the work site before handover and leave the construction site in a clean condition.
Article 31: Work permits
31.1. The Contractor shall strictly comply with the provisions of the Dutch Foreign Nationals (Employment) Act (hereinafter referred to as: “Wav”). The Contractor may only allow persons who hold all required documents and permits, in particular, but not limited to, the required work permits or combined residence and work permits, to perform the work.
31.2. The Contractor shall indemnify the Employer against all claims by third parties, including, for example, penalties imposed by the Social and Employment Inspectorate, which are the result of a breach by the Contractor of the provisions of paragraph 1 of this Article.
31.3. If an administrative penalty is imposed on the Employer for intentional or gross negligent breach of obligations under the Wav, the Employer, in derogation of the provisions of paragraph 2 of this Article, may not demand compensation from the Contractor for this penalty.
Article 32: Permits and safety measures
32.1. The Contractor shall, at their own expense, obtain the required permits and provide the safety measures required in connection with the services and performance of the work ordered.