GENERAL PURCHASE AND (SUBSTRACT) CONDITIONS

General Purchasing and (sub)contracting conditions of Scholten Panelen BV in Apeldoorn, registered with the Chamber of Commerce in Apeldoorn under number 08039986

GENERAL

Article 1: Applicability
1.1. The Client is the natural person or legal entity that uses these purchasing conditions. The other party is referred to as the Contractor. In these conditions, "the work" also includes the performance of services.

1.2. Articles 1 through 16 of these terms and conditions apply to all offers made to the client and agreements concluded with the client, and to all agreements that may result from them. If these offers or agreements relate to (sub)contracting work and/or the provision of services, Articles 17 through 22 of these terms and conditions also apply.

1.3. Any deviations from these general purchasing and (sub)contracting conditions are only valid if confirmed in writing by the client to the contractor.

1.4. In the event of any conflict between the content of the agreement concluded between the client and the contractor and these general terms and conditions, the provisions of the agreement shall prevail.

Article 2: Costs of offers

Any costs associated with making offers or quotations, including the costs of advice, drawings, etc., made by or on behalf of the contractor, will not be reimbursed by the client.

Article 3: Delivery time and fines

3.1. The agreed delivery time and/or performance period are final. The Contractor is legally in default if the delivery time and/or performance period is exceeded. As soon as the Contractor knows or should know that the performance of the agreement is not, not timely,
or will not take place properly, he will immediately notify the client of this.

3.2. The Contractor is liable for all damages suffered by the Client as a result of exceeding the delivery time and/or implementation period as referred to in Article 3.1.

3.3. For each day of delay in delivery, the contractor will owe the client an immediately payable penalty of 2% of the total order amount, with a minimum of €150,00 to a maximum of 20% of the total order amount.

3.4. The fine referred to in Article 3.3 may be awarded in addition to compensatory and supplementary damages.
may be claimed under the law. The Client has the right to offset this fine and/or compensation against amounts owed to the Contractor.

Article 4: Prices

4.1. The prices stated in the offer are based on delivery free of charge to the agreed location, "Delivered Duty Paid", in accordance with Incoterms 2010. All prices are fixed, exclusive of VAT, and include proper packaging.

4.2. Price increases are and remain the responsibility of the contractor, even after the agreement has been concluded. This applies regardless of the period between the date of conclusion of the agreement and its execution.

Article 5: Transfer of risk

5.1. Delivery shall be made at the agreed location, “Delivered Duty Paid”, in accordance with Incoterms 2000.

5.2. If prices are agreed upon "ex works" and the contractor nevertheless arranges for or has arranged for the transport, the risk of loading and transport shall be borne by the contractor.

5.3. If the goods are collected by or on behalf of the client, the contractor must provide assistance with loading without charging any costs.

Article 6: Inspection and approval

6.1. The Client, its principal, and the project management have the right at all times to inspect or approve the ordered or delivered items and/or the work (in progress). In that case, the Contractor will provide such facilities as may reasonably be required.

6.2. The costs of the inspection referred to in Article 6.1 will be borne by the contractor if these items/the work is rejected by the client and/or their principal and/or the work's management. Inspection or approval does not release the contractor from any warranty or liability arising from these terms and conditions, the agreement, or the law.

Article 7: Rejection

7.1. If the goods or work delivered by the contractor do not meet the requirements set out in the order and/or specification, the client has the right to reject them. Receipt of the goods or payment for the goods or work shall not be deemed to have been received.
no acceptance thereof. Regardless of any approval, the goods and the work 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 do so within a period to be determined by the client:
▪ to ensure free repair or, at the client's discretion;
▪ to ensure free replacement of the items and/or to have the work carried out in accordance with the agreement.

7.3. If the contractor fails to fulfil its obligation referred to in Article 7.2, fails to fulfil it within the specified period, or fails to fulfil it to the client's satisfaction, the client is entitled to carry out the work referred to in Article 7.2 itself or through a third party at the contractor's expense.
to be carried out. The Client has the right to offset the costs incurred against amounts owed to the Contractor.

Article 8: Intellectual property rights

8.1. "Intellectual property rights" includes, but is not limited to, copyrights, database rights, design rights, trademark rights, patent rights, or the right to obtain these intellectual property rights through application, filing, registration, or otherwise.

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

8.3. All intellectual property rights to the work belong to the client. The Contractor hereby transfers these rights to the client to the extent possible and will, at the client's first request, immediately perform any additional actions required for the transfer.

8.4. The Client is not liable to pay any compensation to the Contractor 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 materials, or their name are concerned, the contractor also waives the moral rights referred to in Article 25, paragraph 1, subparagraphs 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 any third-party rights, including intellectual property rights, and indemnifies the Client against all claims on that account. The Contractor will 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 through the Client, are confidential and will not be used by the Contractor for any purpose other than to fulfill its obligations arising from the agreement with the Client.

9.2. The Contractor will not disclose or reproduce the information referred to in Article 9.1 without the written consent of the Client. If the Contractor is required to provide confidential information provided to its employees for the performance of the Agreement, the Contractor is obligated to ensure that its employees comply with the confidentiality obligation under this Agreement before taking note of the information provided by the Client.

9.3. If the Contractor is required to disclose the information referred to in Article 9.1 to a third party or third parties for the performance of the Agreement, the Contractor also undertakes to impose a confidentiality obligation as referred to in this Article on such third party or parties.

9.4. The Contractor owes the Client an immediately payable penalty of 25% of
the total order amount with a minimum of €500,00, if he violates one or more of the above obligations

9.5. The fine referred to in Article 9.4 may be claimed in addition to replacement and supplementary fines.
Compensation under the law. The Client has the right to offset this penalty and/or compensation against amounts owed to the Contractor.

Article 10: Non-competition

Except with the prior written consent of the client, the contractor will refrain from making quotations and/or offers to the principal, directly or through third parties, relating to the work.

Article 11: Tools

11.1. All resources, such as drawings, models, molds, dies and tools, which are made available by the Client to the Contractor for the performance of an agreement, or which the Contractor has made or commissioned 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 mark them with an indelible marking 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 ownership rights.

11.4. Without prejudice to the provisions of Article 9 of these terms and conditions, the Contractor will only use the resources referred to in this article to perform 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 obligated to bear this risk at its own expense.
to insure.

Article 12: Liability

12.1. The Contractor is liable for all direct and indirect damages resulting from a shortcoming or unlawful act of the Contractor, its subordinates, or its assistants. This includes all damages resulting from the presence and/or use of items the Contractor has used in the performance of the agreement.

12.2. The Contractor shall fully indemnify the Client against claims by third parties for compensation for damages as referred to in the first paragraph.

Article 13: Insurance

The Contractor will, upon request and to the satisfaction of the Client, demonstrate that it has, at its own expense, arranged for adequate insurance to cover any damage suffered by the Client as a result of the actions and omissions of the Contractor and/or third parties engaged by it.

Article 14: Warranty

14.1. The Contractor guarantees for a period of 12 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 correspond to the agreement.

14.2. If the delivered goods or work are not put into use within 12 months after delivery, the warranty applies for a period of 18 months after delivery.

14.3. The Contractor shall promptly and in consultation with the Client repair any defects exhibited in the goods and/or work during the warranty period, or, at the Client's option, replace the defective goods or (parts of) the work.

14.4. 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 the said repair or replacement. If the goods
and/or the work belongs to a larger object, the costs for commissioning that larger object shall also be borne by the contractor.

14.5. If the contractor fails to fulfill its warranty obligations under this article, the client has the right to perform the warranty work itself or have it performed by third parties at the contractor's expense and risk. The client may offset the costs thus incurred against 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, after receipt of the goods – including the accompanying documents – complains about the quantity and/or quality of the delivered goods.

15.2. In the event of advance payment or payment in installments, the client has the right to demand payment from the contractor.
require the contractor to provide sufficient security for performance, as deemed by the client. If the contractor fails to comply within the specified period, they will immediately be in default. In that case, the client has the right to terminate the agreement and recover damages from the contractor.

15.3. The Client is at all times entitled to offset any amounts owed by the parties to each other.

15.4. The Client reserves the right to pay the social security premiums and payroll tax owed by the Contractor in connection with the work, for which the Client is liable under the Chain Liability Act, to the Contractor by depositing them into the Contractor's G-account or into the depository held by the Receiver for the Contractor.

15.5. Notwithstanding the provisions of the previous paragraph, the client is at all times entitled to withhold the aforementioned amounts for social security contributions and payroll tax from the (sub)contract sum and 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 (CISG) does not apply, nor does any other international regulation from which exclusion is allowed.

16.3. Only the Dutch civil court with jurisdiction in the client's place of business 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. 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 any of its claims arising from the agreement with the client without the client's consent.

Article 18: Contractor's obligations

18.1. The contractor must:
a. possess valid proof of registration with the relevant Employee Insurance Agency (UWV), if the agency provides this. The Contractor must show this proof of registration to the Contractor upon request;
b. if requested, a recent (not older than three months) extract from the Trade Register of
to provide the Chamber of Commerce to the client;
c. the client must provide the client with a list of all employees to be deployed at the work site, as well as a copy of a valid identification document for each employee once (before they commence work) and, if requested, pay slips;
d. to provide the client with a time-based register, which lists the name, address, postal code, city, 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.
to come;
f. to strictly comply with all statutory obligations relating to the payment of social security contributions and payroll tax relating to the work assigned to him and, furthermore, to strictly observe the applicable collective labour agreement;
g. to periodically and automatically provide a statement regarding his payment of payroll tax and premiums, as referred to in the guideline(s) established in the context of Chain Liability;
h. to prepare weekly reports upon request according to a model approved by the client and to submit these completed and signed weekly reports to the client for approval each week;
i. if chain liability applies, organize its administration in such a way that the following documents or data can be found therein immediately or almost immediately:
– the agreement or its content on the basis of which the contractor has performed the service provided by him to the client;
– the data relating to the performance of that agreement, including a record of the persons deployed and the days/hours during which those persons performed work;
– the payments made in connection with the said agreement;
j. to provide the client, upon request, with all information free of charge for his administration and/or that of his principal;
k. if Chain Liability applies, to have the original G-account agreement and to show it at the request of the client, unless the parties have agreed that the client will deposit directly into the depository with the Receiver pursuant to Article 15.4.

18.2. If the Contractor has not (yet) fulfilled its obligations under paragraph 1, the Client will only be obliged to pay after it has received and administratively processed the missing data and/or the Contractor has fulfilled any other obligations.

Article 19: Organization of 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 remove them, 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 the worksite, and the generally recognized rest, public holidays, vacations, or other days off, as prescribed by the government or collective labor agreement, or as recognized at the worksite, also apply to the contractor and its employees performing work at the worksite. Any resulting damages for the contractor cannot be recovered from the client. This also applies if the contractor's services cannot be used due to strikes or other causes at the client or third parties.

19.4. Unless otherwise agreed, the contractor must ensure that a permanent foreman is present on site from the start of the work until delivery, with whom both organizational and technical arrangements can be made. This foreman's name must be known to the persons or agencies designated by the client.

19.5. The Contractor must provide its employees with the appropriate personal protective equipment and ensure its (correct) use. All costs arising from this shall be borne by the Contractor.

19.6. All necessary insurance, 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 sufficient staffing levels to ensure that the execution of the work is fully aligned with the schedule established by the Client and that other work activities are not disrupted. If the Client changes the schedule/progress, the Contractor is obligated to adjust accordingly. Changes to staffing levels are permitted only with the Client's permission.

19.8. As prescribed by the Motor Vehicle Liability Insurance Act (WAM), the contractor is required to ensure that the work equipment subject to the WAM is insured. With regard to the work equipment subject to the WAM hired by the contractor, the contractor must ensure that it meets the aforementioned insurance requirement. In addition, the contractor must also have adequate
to have taken out insurance for the work risk of the work equipment subject to the WAM (Dutch Motor Vehicle Liability Act) that he has brought in.

19.9. With regard to cables, pipes and other above- and underground properties of
Third parties remain obligated to ensure the location of the work at all times. The contractor must notify the client immediately of any damage.

19.10. Required materials such as scaffolding, aerial work platforms, lifting equipment and small materials including
including hand tools, measuring equipment, rolling scaffolding, ladders and steps, etc., are provided by the contractor and are 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 must take protective measures to prevent damage and/or contamination. After or during the
Any damage and/or contamination found in the work is deemed to have been caused by the contractor.

19.12. After completion of the work, the contractor must leave the work spotlessly clean and the construction site tidy.

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 complies with
the formal requirements applicable thereto as referred to in Article 20.2.

20.2 The invoice must comply with the statutory requirements 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, that uniquely identifies the invoice;
c. the name and address of the client;
d. the name and address of the contractor;
e. the agreement number;
f. the work and the place(s) of performance to which the invoice relates;
g. the period and the services performed 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 chain liability applies;
i. a statement as to whether or not the reverse charge mechanism with respect to VAT applies and, in the latter case, the amount of VAT;
j. the VAT identification number of the entrepreneur who performed the supply or service;
k. the client's VAT identification number 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 applied discounts.

Article 21: Laws and regulations

21.1. The Contractor shall comply with all applicable laws, regulations, terms, and conditions, as well as all terms, conditions, and conditions applicable to this work under the agreement concluded between the Client and its client.

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

Article 22: Execution by 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, they 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, with the contractor and the third party assuming the (legal) position of the client and contractor, respectively, mutatis mutandis.

22.3. Transfer/outsourcing shall not affect the Contractor's obligations to the Client under the Agreement.

22.4. Notwithstanding the provisions of Articles 22.1, 22.2, and 22.3, the contractor is not authorized to utilize personnel made available to it without the prior written consent of the client. When outsourcing the work or hiring personnel as referred to above, the contractor is obligated to comply with the administrative regulations of the Implementing Regulations on Hirer, Supply Chain, and Client Liability 2004.

Terms of delivery