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General Terms and Conditions of Purchase for Goods and Services

municipalities in the Stedendriehoek region (based on the VNG model).

Adopted by the Municipal Executive of Apeldoorn on 14 April 2020

Article 1 Definitions

Episode: Transferring ownership of the Goods to the Municipality

Contracting Party: the other party to the Agreement, as named therein, to the Municipality

Service(s): the work to be carried out by the Contractor to meet a specific need of the Municipality, other than works or supplies

Municipality: the Municipality of Apeldoorn, with its registered office at Marktplein 1, 7300 ES, Apeldoorn

Property: all items and all property rights within the meaning of Article 3:1 of the Civil Code

Delivery(ies): the Goods to be supplied by the Contractor to the Local Authority under the Agreement, which includes, amongst other things, the purchase, lease, hire or hire-purchase, with or without an option to purchase, of Goods, or the supply of Goods which relates only indirectly to work involved in the fitting and installation of such Goods

Quotation: an offer within the meaning of the Civil Code

Request for quotation: a single or multiple request, or a request submitted as part of a public procedure organised by the Municipality for the provision of services, or a (European) tender in accordance with the Public Procurement Act and the European Public Procurement Directives 2014/23/EU and 2014/24/EU

Agreement: all matters agreed between the Local Authority and the Contractor, including any accompanying annexes

Parties/Party: the Municipality and/or the Contractor

Contractor’s staff: the staff members or other agents to be engaged by the Contractor for the performance of the Agreement, who will be working under the Contractor’s responsibility pursuant to the Agreement

Performance: the Supplies and/or Services to be provided

Working day: calendar days excluding weekends, generally recognised public holidays within the meaning of Article 3(1) of the General Time Limits Act, local public holidays and bridge days designated by the local authority

Article 2 Applicability

2.1. These general terms and conditions of purchase apply to the Request for Quotation and Agreements relating to Supplies and Services.

2.2. Deviations from these general terms and conditions of purchase are only permitted if the Parties have expressly agreed to this in writing.

2.3. If any provision of these general terms and conditions of purchase is void or is set aside, the remaining provisions shall remain in force and the Parties shall consult with a view to agreeing on a new provision (or provisions) to replace the void or voidable provision(s), whilst taking into account, as far as possible, the purpose and intent of the void or voidable provision(s).

2.4. By submitting the Tender, the Contracting Party expressly rejects the applicability of its general terms and conditions.

Article 3 Quotation, Order and Formation of the Contract

3.1 The Municipality may withdraw or amend a Request for Tenders to the extent permitted by applicable Dutch and European case law and legislation and regulations. The Municipality shall not reimburse any costs or damages arising from this, unless otherwise agreed in writing.

3.2 The Contractor’s Tender is valid for ninety days, or for such a longer or shorter period as specified in the Request for Tenders. The validity period commences on the day on which the tender period closes or on the day specified in the Request for Tenders.

3.3 A Contract is concluded once the Local Authority has sent an explicit written acceptance of the Quotation to the Contractor by email, fax or letter. The written acceptance is valid only

as acceptance, if it is based on a decision as referred to in Article 160, the introductory words and under (d) of the first paragraph of Article 160 of the Local Government Act, which has been taken by or on behalf of the Municipal Executive, and the acceptance has been signed by the mayor or another person to whom the representation of the Municipality has been entrusted pursuant to the provisions of Article 171, second paragraph, of the Municipalities Act. Upon the Contractor’s first request, the Municipality shall provide a copy of this decision.

3.4 An intention to award a contract does not constitute acceptance as referred to in the preceding paragraph or within the meaning of Article 6:217(1) of the Civil Code.

3.5 Any actions taken by the Contracting Party prior to the conclusion of the Agreement shall be at the Contracting Party’s own expense and risk.

Article 4 General obligations of the Contracting Party

4.1 The Contractor shall fulfil its obligations arising from the Agreement in close cooperation with the Municipality, without prejudice to the Contractor’s own responsibility.

4.2 The Contracting Party shall keep the Municipality informed of the performance of the Agreement and shall provide information upon request.

4.3 The Contracting Party is obliged, amongst other things but not limited to, to inform the Municipality immediately in writing of any facts and circumstances that may lead to a delay in performance or which have not been taken into account in the Agreement.

4.4 The Contracting Party may only, with the prior written consent of the Municipality, have the performance of the Agreement carried out, in whole or in part, by third parties, or transfer rights and/or obligations arising from the Agreement to third parties.

4.5 The Contracting Party warrants, in relation to the Agreement, that neither the Contracting Party nor its Personnel, nor any legal entity affiliated with the Contracting Party, nor any persons employed by them, are not, and have not been, involved in consultations or agreements with other undertakings in a manner that could contravene the provisions of the Competition Act or Articles 101 and 102 of the Treaty on the Functioning of the European Union, including: (1) price-fixing, (2) the coordination of Tenders, and/or (3) the allocation of work.

4.6 The Contractor shall indemnify the Municipality against criminal fines and administrative sanctions (as referred to in Article 5:2, the first paragraph, introductory wording and under (a) of the General Administrative Law Act, including any recovery of costs) relating to the Agreement and imposed on the Contracting Party or the Municipality.

4.7 In performing the Agreement, the Contractor shall comply with all applicable regulations laid down by or pursuant to the law and shall observe the agreements which the Municipality has concluded with third parties, insofar as the Contractor is aware of such agreements. If the Contractor is required to contact third parties, the Contractor shall first submit this to the Municipality for approval.

4.8 The Contracting Party is solely responsible for informing any third parties it engages of the arrangements in force between the Contracting Party and the Municipality in the performance of the Agreement. The Contractor shall act as the Municipality’s authorised representative only to the extent that the Contractor has been expressly authorised in writing by the Municipality. Any consequences arising from acting in breach of the provisions of the preceding sentence shall be at the Contractor’s own expense and risk.

Article 4A Anti-corruption and right of audit

4A.1 The Contractor shall comply with all applicable legislation relating to the prevention of bribery, fraud and corruption.

4A.2 The Contractor shall not, without the prior written consent of the Municipality, offer or provide any remuneration or gift to any employee(s) of the Municipality or to any third parties affiliated with it.

4A.3 The Municipality is entitled to have the Contractor’s compliance with the provision set out in the first and second paragraphs verified by an independent third party with expertise in the matter.

4A.4 The audit shall only take place if the Client has reasonable grounds to doubt the Contractor’s compliance with its obligations, or if the Municipality otherwise has a legitimate interest in the audit (including, but not limited to, a statutory obligation or instructions from a regulatory authority).

4A.5 The Contracting Party shall provide all reasonably expected cooperation in connection with such an audit. In this context, the Contracting Party shall, at the very least, grant access to all relevant data and background information that may be relevant in the context of the aforementioned audit. Furthermore,

General Terms and Conditions of Purchase for Supplies and Services for Local Authorities in the Stedendriehoek Region (Based on the VNG Model)


Adopted by the Municipal Executive of Apeldoorn on 14 April 2020

Grant the contractor access to the premises where the services are provided.

4A.6 The Municipality undertakes to ensure that the third party referred to in the second paragraph will comply with any regulations applied by the Contracting Party. However, if the inspection cannot be carried out (in full) due to the aforementioned regulations, this shall be at the Contracting Party’s own risk.

4A.7 The costs of this audit shall be borne by the Municipality (including both its own costs and those of the Contractor), unless the third party identifies one or more non-minor breaches by the Contractor which are to the detriment of the Municipality.

4A.8 In the event of a breach of the provisions of the first and second paragraphs, the Municipality shall be entitled to terminate the Agreement with immediate effect, without recourse to the courts, and without any further liability or obligation to pay compensation. Termination shall take place by means of a registered letter.

Article 5 General obligations of the local authority

5.1 At the Contractor’s request, the Municipality shall provide all information and data necessary for the proper performance of the Agreement.

5.2 The Municipality shall act as a responsible contracting authority should and, where necessary, shall endeavour to provide such cooperation – including cooperation under public law – as may be required for the performance of the Agreement.

Article 6 Quality, Inspection and Warranty

6.1 The Contracting Party warrants that the Services provided comply with the Agreement, with generally applicable standards and with the regulations laid down by or pursuant to law or treaty relating to, but not limited to, health, safety and the environment.

6.2 The Municipality is entitled to inspect the Services, and the Contractor shall cooperate where necessary.

Article 7 Confidentiality

7.1 The Parties undertake not to disclose in any way, including via social media channels, or to use for their own purposes, any information that comes to their knowledge in the course of the performance of the Agreement and which is known to be, or may reasonably be presumed to be, confidential, in any way, including via social media channels, or to use it for their own purposes, except to the extent that any statutory provision or court ruling requires disclosure.

7.2 The parties shall require their employees and any third parties engaged by them to comply with this duty of confidentiality.

7.3 In the event of a breach of the preceding paragraphs by the other Party and/or persons working for that Party and/or third parties engaged by that Party, to suspend the Agreement with immediate effect or to terminate it without judicial intervention and without notice of default. Any suspension or termination shall be effected by registered letter.

7.4 The Contractor is obliged, at the Municipality’s first request, to ensure that the Contractor’s staff sign a confidentiality agreement.

Article 7A Personal Data and Security (where personal data is processed)

7A.1 The Contracting Party shall not, at any time, be entitled to use (or cause to be used) the personal data made available to it, in whole or in part, in any manner other than for the performance of the Agreement, subject to any statutory obligations.

7A.2 The Contractor shall implement appropriate technical and organisational security measures to protect personal data against loss or any form of unlawful processing. Security shall be implemented in accordance with a generally recognised government standard, the Government Information Security Baseline (BIO), or a comparable standard. These measures shall guarantee, taking into account the state of the art and the costs of implementation, an appropriate level of security in view of the risks associated with the processing and the nature of the data to be protected. The measures are also designed to prevent the unnecessary collection and further processing of personal data. The adequacy of the security measures must be demonstrated through reports.

7A.3 The Contractor is obliged to enter into the data processing agreement (the IBD standard) or data exchange agreement proposed by the Municipality where personal data is processed for the purposes of performing the Agreement.

The data processing agreement or data-sharing agreement forms part of the Agreement.

7A.4 The Contracting Party is obliged to report any (security) incidents or any suspected loss or unlawful processing of personal data to the Municipality within 24 hours, and, where required by law due to its own role as data controller in relation to the personal data, also to the Dutch Data Protection Authority. The Contractor shall hereby state the alleged cause and the nature of the (suspected) incident. The Contractor shall also take all measures as soon as possible to remedy the breach, minimise its consequences and prevent further breaches.

7A.5 The Contracting Party shall notify the Municipality of any request made by the data subject pursuant to Articles 12 to 22 of the GDPR and shall, where necessary, cooperate with the Municipality in responding to such a request.

7A.6 The Contracting Party shall keep a record of the third parties to whom the personal data processed for the purposes of the Agreement is disclosed and shall provide the data subject with a list of these third parties upon request.

7A.7 The Contracting Party is obliged, at the Municipality’s request, to cooperate in a Data Protection Impact Assessment (DPIA).

7A.8 Upon termination of the Agreement, the Contractor shall ensure that all personal data in its possession in connection with the performance of this Agreement is returned to the Municipality or destroyed with the Municipality’s consent, except where mandatory statutory provisions prevent this.

7A.9 The Contracting Party shall process personal data exclusively within the European Economic Area, or at least in a country designated as safe by a decision of the European Commission.

7A.10 In the event of a breach of the preceding paragraphs by the other Party and/or persons working for that Party and/or third parties engaged by that Party, to suspend the Agreement with immediate effect or to terminate it without judicial intervention and without notice of default. Any suspension or termination shall be effected by registered letter.

Article 8 Intellectual Property

8.1 All intellectual property rights (IP rights) and any claims thereto relating to any results arising from the Agreement shall vest in the Municipality, unless otherwise agreed in writing. The Contractor shall assign these (claims to) IP rights to the Municipality free of charge, to the extent necessary. The Contractor shall, upon first request, cooperate free of charge in effecting the assignment.

8.2 The term ‘result’ as referred to in paragraph 1 of this article means everything produced within the framework of the Agreement, irrespective of whether the Contractor makes use of any contribution from the Municipality and/or third parties.

8.3 The Contracting Party waives, to the extent possible, any moral rights it may have in copyright works created under the Agreement.

8.4 Unless otherwise agreed in writing, the Contracting Party shall not retain or acquire any right of use in respect of any results arising from the Agreement.

8.5 The Municipality expressly reserves the copyright to any work disclosed to the Contractor under the Agreement. The Contractor acknowledges this reservation.

8.6 The Contractor warrants that the Goods and accessories purchased, as well as the Services provided and everything associated with or resulting therefrom, are free from any special encumbrances or restrictions that might prevent the Municipality from making free use of them, such as patent rights, trade mark rights, design rights or copyright, and shall indemnify the Municipality against all claims by third parties in this regard.

8.7 In the event of claims by third parties, the Contracting Party shall make every effort, in consultation with the Municipality, to ensure that the Municipality is able to continue to use the goods supplied without hindrance.

8.8 In the event of claims by third parties to which the above-mentioned indemnity obligation applies, the Contracting Party shall compensate the Municipality for all losses, including legal costs, which shall also include reasonable lawyers’ fees incurred in the course of legal proceedings.

Article 9 Amendment of the Agreement

9.1 The Municipality is authorised to amend and/or supplement the Agreement in writing, following consultation with and with the consent of the Contracting Party regarding the consequences of the amendment or supplement.

9.2 In this context, the Parties shall act within the bounds of reasonableness and fairness.

Article 10 Equipment and materials

10.1 The Contractor shall, at its own expense and risk, provide all materials and equipment (including tools) to be used in the performance of the Agreement which do not originate from the Municipality, unless otherwise agreed in writing.

10.2 The Contracting Party shall be responsible and liable for the soundness of the Goods, materials and equipment used and shall insure them at its own expense and risk, unless otherwise agreed in writing.

Article 11 Time of performance

11.1 The Contracting Party shall be in default by operation of law once the deadline(s) for the performance of the relevant Services, as set out in the Agreement, have expired and the relevant Services have not been performed, or have not been performed in full.

11.2 The Contractor shall notify the Municipality in writing, in good time and stating the reasons, of any delay and of the measures the Contractor will take to minimise the delay as far as possible.

Article 12 Attributable breach

12.1 If one of the Parties is at fault for failing to fulfil the Agreement and/or these general terms and conditions of purchase, the other Party shall send a registered letter to the defaulting Party before exercising the legal rights to which that Party is entitled, except in cases where notice of default may be dispensed with pursuant to the Civil Code, in which cases the defaulting Party shall immediately be in default.

12.2 Either Party shall be entitled to terminate the Agreement with immediate effect, without recourse to the courts and without notice of default, if the other Party is in default, except insofar as termination, in view of the circumstances of the case, including the seriousness of the breach, would be contrary to the principles of reasonableness and fairness. Termination shall be effected by registered letter.

12.3 There shall be no question of any attributable failure on the part of the Municipality if and in so far as public-law responsibilities require that information and data not be provided or that public-law cooperation not be granted which might be necessary for the performance of the AgreementAgreement.

Article 13 Non-attributable failure

13.1 The Contracting Party may only invoke force majeure against the Municipality if the Contracting Party notifies the Municipality in writing of its intention to invoke force majeure as soon as possible, providing supporting documents.

13.2 Force majeure shall in any event not be deemed to include: a shortage of staff or auxiliary personnel, strikes, illness of staff or auxiliary personnel, delayed delivery or unsuitability of goods required for the performance of the Services, in so far as these circumstances arise on the part of or through the actions of the Party that fails to perform or fails to fulfil its obligations, nor shall it include failure to fulfil obligations on the part of third parties engaged by the Contracting Party and/or liquidity or solvency problems on the part of the Contracting Party or third parties engaged by it.

Article 14 Liability and insurance

14.1 The Party which, through its own fault, fails to fulfil its obligations shall be liable to the other Party for any loss or damage suffered and/or to be suffered, subject to the provisions of the following paragraphs.

14.2 Liability for damage, on whatever grounds, is limited to €2,500,000 per incident, subject to a maximum of €5,000,000 per year, unless otherwise agreed in writing. Related events shall be regarded as a single event for this purpose.

14.3 The limitation of liability referred to in the previous paragraph shall cease to apply:
I) in the event of claims by third parties for damages arising from death or personal injury; and/or

II) in the event of wilful misconduct or gross negligence on the part of the other Party or its staff; and/or
III) in the event of an infringement of intellectual property rights as referred to in Article 8;
IV) in the event of a breach of the GDPR.

14.4 The Contractor shall indemnify the Municipality against any claims for damage suffered or to be suffered by third parties as a result of any attributable failure on the part of the Contractor under the Agreement in relation to the use and/or application of the Goods or Services supplied. The term ‘third parties’ also includes the Municipality’s staff and those working on behalf of the Municipality.

14.5 If the Contractor uses items owned by the Municipality in the performance of the Services, the Contractor shall be liable for any damage caused to those items.

14.6 If, as a result of the presence of the Municipality’s property on the Contractor’s premises for the purposes of performing the Agreement, damage is caused to the Contractor or to third parties, in whatever manner, such damage shall be entirely at the Contractor’s expense and risk. Where applicable, the Contractor shall indemnify the Municipality against any claims by third parties.

14.7 If, as a result of an attributable breach by the Contracting Party, or an act or omission attributable to the Contracting Party, the Municipality is fined by a government supervisory authority, and that fine is (in part) directly related to the aforementioned breach, act or omission, the Contracting Party shall indemnify the Municipality for that part of the fine. The foregoing limitations of liability do not apply to this indemnity. This means that, in the event of a (security) incident, the Municipality will seek recourse against the Contractor for any fine imposed by the Dutch Data Protection Authority and for any resulting loss.

14.8 From the date of conclusion of the Agreement and throughout its performance, the Contracting Party shall be adequately insured against liability arising from the performance of the Agreement.

14.9 The Contractor shall not alter the sum insured or the terms of the policy during the performance of the Agreement to the detriment of the Municipality, unless the Municipality has given its explicit written consent to do so. The Contractor shall take out any insurance policies that are necessary for the performance of the Agreement and which the Contractor does not yet hold, at least for the duration of the Agreement.

Article 15 Fine

15.1 Where a penalty clause has been agreed, this penalty shall be immediately payable without the need for court proceedings, notice of default or a demand for payment.

15.2 The fine shall be without prejudice to any other rights or claims, including, but not limited to, the Municipality’s claim for specific performance and its right to compensation.

Article 16 Governing law and disputes

16.1 These General Terms and Conditions of Purchase and the Agreements, as well as their formation and interpretation, shall be governed by Dutch law.

16.2 The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.

16.3 If a dispute arises in relation to the Request for Tender, the procedure as set out in the Request for Tender, the formation of the Agreement or the performance of the Agreement, either Party shall be entitled to bring the dispute before the competent court in the judicial district where the Municipality is situated.

Article 17: Prices, additional work and reduced scope of work

17.1 The Contracting Party shall perform the Contract at the prices stated in its Quotation, expressed in euros.

17.2 Any additional Services not reasonably included in the Agreement shall only constitute additional work in so far as this is attributable exclusively to the Municipality.

17.3 The Contracting Party will only consider additional work once the scope and budget have been agreed in writing with the Local Authority.

17.4 Any additional or reduced work shall be settled at rates not exceeding those set out in the Quotation, unless otherwise agreed in writing.

17.5 Insofar as prices and rates for additional or reduced work are not included in the Quotation, the Contracting Party undertakes to

to offer rates for additional and reduced work that are strictly in line with market rates.

Article 18 Invoicing and payment

18.1 On the invoice, the Contracting Party shall state the statutory requirements with which the invoice must comply: name, address, postcode, town, bank account number and the necessary IBAN and BIC details, VAT number and Chamber of Commerce number; the Contracting Party’s billing address; the date and number of the Agreement (this is a contract number or reference number); the date on which the invoice was issued; the date on which, or the period during which, the Goods or Services were supplied; the quantity of Goods or Services supplied; a description of the Goods or Services supplied; the total invoice amount, including and excluding VAT; and any further requirements agreed with the Local Authority.

18.2 The Contractor shall apply a payment term of thirty days from receipt of the invoice, or such longer or shorter period as agreed between the Parties in the Agreement. The Municipality shall pay the Contractor’s invoice within the applicable payment term.

18.3 If the Goods or Services do not comply with the Agreement, the Municipality is entitled to suspend payment, in whole or in part, in proportion to the non-compliance.

18.4 The Contractor shall issue an invoice for the amounts payable by the Municipality and send the invoice (as a readable PDF file) to the Municipality via facturen@apeldoorn.nl (in a readable PDF format) or as an e-invoice (UBL format) via SimplerInvoicing/PEPPOL.

18.5 The Municipality does not accept any credit limit surcharges imposed by the Contractor.

18.6 The documents relating to the Goods, such as certificates, attestations, packing lists, instruction manuals, spare parts lists and maintenance instructions, must be supplied at the time of collection or delivery of the Goods. If these documents are missing, the Municipality is entitled to suspend payment.

18.7 Payment by the Municipality does not in any way constitute a waiver of any right.

18.8 The Municipality shall at all times be entitled to set off any sums it owes to the Contractor against any sums owed to the Municipality by the Contractor or by companies affiliated with the Contractor, whether or not such sums are due and payable, and whether subject to any condition or time limit. The Contractor shall only be authorised to set off any amounts after obtaining the Municipality’s written consent.

Article 19 Deliveries

19.1 The Contracting Party shall deliver the Goods on a Delivered Duty Paid (DDP) basis, in accordance with Incoterms 2020, as established by the International Chamber of Commerce (ICC).

19.2 Unless another time or place has been agreed in writing, Delivery shall take place exclusively on Working Days during the town hall’s opening hours. The Contracting Party must inform its carrier of this.

19.3 If the Municipality rejects the Goods, giving reasons for doing so, the Contractor shall collect the Goods at its own expense.

19.4 The Goods shall be deemed to have been accepted from the moment they are fully operational and in use by the Municipality, unless otherwise agreed in writing or unless certain circumstances require written acceptance by the Municipality.

19.5 The Contractor shall provide a warranty for the Goods for a period of at least twelve months from the date on which the Local Authority has approved the Goods, unless otherwise agreed in writing. This warranty shall not affect the Contractor’s liability.

19.6 The Contracting Party warrants that, for a period of at least five years, or such other period as may be agreed in writing, following Delivery of the Goods, spare parts for the Goods may be supplied.

19.7 The Contracting Party is obliged to make available to the Municipality, as far as possible in the Dutch language and at no additional cost, all user manuals and product information relating to the Goods, as well as any quality marks or certificates.

19.8 The Contractor shall, at its own expense and risk, remedy any defects in the Goods supplied following Delivery or completion, within a reasonable period specified by the Local Authority upon first notice, by repair or replacement.

Article 20 Packaging and transport

20.1 The Contracting Party shall ensure that the Goods are properly packaged and that they are secured and transported in such a way that they reach the place of Delivery in good condition and can be unloaded there safely. The Contracting Party is responsible for complying with Dutch, European and international regulations relating to packaging.

20.2 The Contracting Party shall take back all packaging free of charge, unless otherwise agreed in writing.

Article 21 Transfer of ownership and risk

21.1 Title to the Goods supplied shall pass at the time of Delivery, where necessary following any associated installation work. The risk shall pass to the Municipality upon the Municipality’s acceptance of the Goods.

21.2 Acceptance of the Goods shall take place by means of a written statement from the Municipality, following Delivery and any installation of the Goods. If the Municipality does not accept the Goods, it shall state the reasons for withholding acceptance.

Article 22 Services

22.1 The Contractor shall perform the Services within the timeframe and at the location specified in the Agreement.

22.2 The Contractor shall bear full responsibility for its own Services, the Services provided by the Contractor’s Personnel, and the Services provided by third parties engaged by the Contractor.

22.3 The actual performance of the Services by the Contractor or any related actions shall not imply that the Municipality automatically approves the Services. The Municipality reserves the right to inspect, check or reject any Services that have been performed.

22.4 Approval of the Services shall be given by means of a written statement from the Municipality. If the Municipality does not approve the Services, it shall state the reasons for withholding approval.

Article 23 Contractor’s Staff

23.1 Insofar as Services are performed at the Municipality’s offices and/or in its public spaces, the Contractor, the Contractor’s Staff and any third parties engaged by the Contractor are obliged to comply with the established house rules for those offices/buildings and/or public spaces. The Contracting Party shall also ensure that its Staff comply with the applicable Code of Conduct or Staff Regulations. The Contracting Party shall provide the aforementioned Code of Conduct or Staff Regulations to the relevant Staff carrying out work at the Municipality.

23.2 If, during the performance of the Agreement, it transpires that the Contractor’s staff are not acting in the interests of the proper performance of the Agreement and/or are unable to continue their work due to circumstances, the Municipality shall be entitled to require the Contractor to replace the person concerned.

23.3 The replacement of the Contractor’s staff requires the prior written consent of the Municipality, unless immediate replacement is necessary. In such cases, verbal consent from the Municipality shall suffice. The basic principle is that persons with comparable expertise, training and experience (in accordance with the requirements set out in the Request for Tenders) must be made available.

23.4 The Contractor shall arrange for the replacement of its staff at short notice – but no later than within two weeks, or as soon as necessary. Any costs associated with such replacement shall be borne by the Contractor.

23.5 The Contracting Party warrants that its Personnel are entitled to carry out work or provide Services in the Netherlands.

23.6 The Contracting Party shall be responsible for and liable for the fulfilment of the obligations arising from the Agreement under tax and social security legislation, including obligations relating to the Employee Insurance Agency (UWV). The Contractor shall indemnify the Municipality against all claims in this regard. The Contractor shall, where required by law or by the Municipality, operate using a G-account. Should the Municipality be faced with an additional tax assessment, these costs shall be recovered from the Contractor in full.

23.7 The Municipality is entitled to require that the Contractor’s staff be notified at least three days before the start of the

Article 23 Contractor’s Staff (continued)

23.7 The Municipality is entitled to require that the Contractor’s staff submit certificates of good conduct (VOG) at least three days before commencing work for the Municipality.

Article 24 Termination

24.1 The Municipality is entitled to terminate the Agreement subject to a notice period as set out in the Agreement. If no notice period is specified in the Agreement, the Municipality may terminate the Agreement subject to a reasonable notice period, taking into account the duration of the Agreement.

Article 25 Termination

25.1 Either Party shall be entitled to terminate the Agreement with immediate effect, without recourse to the courts and without notice of default, if:

  • there is a breach of clause 4.4 of the general terms and conditions of purchase;
  • the other Party has taken a decision to dissolve the legal entity or undertaking;
  • control by the other Party is vested in a person other than that in whom it was vested at the time of the conclusion of this Agreement;
  • bankruptcy proceedings have been initiated or a bankruptcy order has been made against the other Party, or an application for a moratorium on payments – whether provisional or not – has been made or granted.

Article 26 Annulment

26.1 If either Party seeks to have the contract set aside by means of an out-of-court declaration, this must be done by registered letter.

Article 27: Deregulation of the Assessment of Employment Relationships (DBA)

27.1 No contract of employment shall be formed between the Municipality and the Contractor. In the event of the provision of services, an appropriate agreement approved by the Tax and Customs Administration shall apply. This agreement shall make it clear that there is no contract of employment and that the income is classified as business profits.