Nedlin Healthcare General terms and conditions of purchase
Unless the context states otherwise, words or expressions contained in these Terms and Conditions that are written with an initial capital letter are words and phrases defined as follows: a) Nedlin: the private limited company (besloten vennootschap) NEDLIN HEALTHCARE B.V. registered with the Netherlands Chamber of Commerce under number: 68796951, with its registered office in Elsloo and principal place of business at Business Park Stein 323, 6181 MC Elsloo, Netherlands; b) Services: the services, results thereof, and/or all accompanying materials to be delivered, as specified in the Order provided or job confirmed by Nedlin; c) Goods: the items, products, materials, liquids, equipment, models, or software, hired equipment, stored items, and all associated documentation to be delivered, as specified in the Order issued or job confirmed by Nedlin; d) Order: any order issued to the Supplier by Nedlin, whether in writing, verbally, or electronically, for the supply of Goods and/or the provision of Services; e) Supplier: the legal entity that, or natural person who, purchases Goods or Services from Nedlin. f) Agreement: a request for a quotation, Order, purchase order, or order confirmation from Nedlin, a sale or supply agreement between Nedlin and the Supplier, or a quote accepted by Nedlin in writing. g) Party/Parties: Nedlin and/or the Supplier, individually or jointly; h) Terms and Conditions: these general terms and conditions of purchase.
2.1 These Terms and Conditions apply to all requests, quotations, Orders, and main or supplementary Agreements in which Nedlin acts as the customer or procurer of Goods, Services, and/or related items, unless the Parties to these Terms and Conditions expressly agree otherwise in writing.
2.2 The applicability of the Supplier’s general terms and conditions, under whatever name, is hereby expressly rejected. By entering into an Agreement, the Supplier agrees to waive any claims under its general terms and conditions, such that all Agreements are subject exclusively to the present Terms and Conditions.
2.3 Any waiver of these Terms and Conditions is only binding on Nedlin if and in so far as this has been confirmed in writing by Nedlin.
2.4 In the event of a conflict between the provisions of these Terms and Conditions and those of an Agreement, the Agreement prevails.
2.5 If one or more provisions of these Terms and Conditions is invalid, unlawful, or otherwise unenforceable, this does not affect the validity of the other provisions. The Parties will consult each other and negotiate a new provision to replace the invalid or unenforceable provision, which covers the scope of the invalid or unenforceable provision as far as possible.
3.1 The Supplier will send a quotation to Nedlin at Nedlin’s request. If an Order is placed as a result of a quotation issued by the Supplier, then the Agreement is concluded at the time when the Order is sent by Nedlin.
3.2 If an Order is issued by Nedlin without a prior quotation from the Supplier, then the Agreement is concluded if an order confirmation is received by Nedlin within five (5) days of the Order being placed, or the Supplier processes the Order within that period accordingly. The Agreement is concluded at the time when the order confirmation is received or at the time when the Order is first processed. If the Order is not confirmed within the aforementioned period or before it is processed, then Nedlin may assume that the Order has been tacitly accepted by the Supplier accordingly. Nedlin reserves the right to cancel the Order within five (5) working days, including after the Order has been confirmed by the Supplier, without being liable to pay any compensation to the Supplier.
3.3 Any change to the Order becomes effective as soon as Nedlin informs the Supplier, unless the Supplier
objects to the change for good reason in writing within eight (8) days.
3.4 Any change or addition (involving greater effort) to the Agreement is only binding if and in so far as this has been confirmed in writing by Nedlin.
3.5 Unless otherwise agreed in writing, the Supplier is not entitled to make partial deliveries.
4. Prices and payment
4.1 The Supplier will deliver the Goods and/or Services at the prices indicated in the Agreement. Unless expressly stated otherwise, the prices: (i) are fixed, (ii) exclude VAT, (iii) include all other taxes, duties, levies, and fees, and (iv) include all costs. Additional costs that are not expressly accepted by Nedlin in writing in advance will not be paid.
4.2 Goods may be invoiced after they have been delivered, unless otherwise agreed in writing. Services may be invoiced, throughout the term of the Agreement, by means of a monthly itemized statement submitted by the Supplier to Nedlin after the Services have been rendered, unless otherwise agreed in writing.
4.3 Unless otherwise agreed in writing, payment will be made within sixty (60) days of receipt of the invoice, provided that Nedlin has received and approved the Goods and/or Services and, if applicable, all accompanying documentation as agreed.
4.4 Nedlin is entitled at any time before payment is made to require a security that is, in its opinion, sufficient to guarantee performance of all or part of the Supplier’s obligations. If the Supplier declines to provide the required security, Nedlin has the right to terminate the Agreement, without being liable to pay any compensation to the Supplier, without prejudice to Nedlin’s right to receive damages in full.
4.5 Payment by Nedlin does not in any way constitute a waiver of any right or approval of the Goods delivered or Services rendered.
4.6 The Supplier is not entitled to suspend its obligations if an invoice is disputed. Nedlin is entitled to offset amounts owed to the Supplier by amounts that the Supplier owes to Nedlin.
4.7 In so far as the Services are carried out at a cost of working hours and expenses incurred, the Supplier will maintain records of all costs, expenses, and hours worked, which Nedlin may access on request.
4.8 Nedlin is entitled to suspend payment of an invoice in whole or in part if: a) Nedlin believes that the Goods delivered and/or Services rendered do not completely conform to the Agreement and/or if there is a failure in the performance of the Agreement by the Supplier; b) Nedlin has reasonable doubts with regard to the accuracy of the invoice.
5.1 Unless otherwise agreed in writing, the Goods must be delivered to Nedlin’s DDP site under Incoterms. For the interpretation of the delivery conditions, the latest version of the Incoterms issued by the International Chamber of Commerce in Paris at the time when the Agreement was concluded apply. The time of delivery of the Goods is classed as the time when the Goods have been received by Nedlin. Receipt of the Goods does not imply acknowledgement of the validity thereof.
5.2 The Goods must be delivered with all of the documents intended to ensure optimal use of the Goods, as well as any warranty cards, quality marks, and/or certificates. This means that all parts, auxiliary equipment, accessories, tools, spare parts, instructions for use, and instruction books required for the use intended by Nedlin or that the Supplier can reasonably assume are necessary for that use in view of the content of the Agreement, even if these are not specifically mentioned in the Agreement, are supplied.
5.3 The Supplier warrants that the Goods and/or Services will be provided without delay or interruption. Goods and Services must be delivered/rendered by the Supplier at the agreed location on the agreed date, and within the agreed time period. The delivery times indicated by the Supplier are regarded as a deadline, unless expressly agreed in writing that these are not a strict deadline. The Supplier automatically enters into default at the end of the agreed delivery period or date, without any formal notice being required. In such case, Nedlin is entitled to terminate the Agreement without judicial intervention by means of a written notice, without prejudice to its other rights, including the right to additional or alternative damages.
5.4 As soon as the Supplier becomes or should become aware before the end of the delivery period that the Goods or Services will not be delivered/rendered on time, properly, or at all, the Supplier must inform Nedlin of this in writing and without delay, indicating the reasons for the delay, the likely duration of the delay, and the measures it will take to prevent further delay. This does not affect Nedlin’s rights as provided for in Article 5.3 or elsewhere in these Terms and Conditions. The Supplier may not invoke force majeure as a reason for not providing written notice.
5.5 In the event that the Supplier does not perform its obligations on time, Nedlin may impose a penalty of 1% of the total value of the Agreement for each working day that the Supplier fails to meet the agreed execution/delivery time, up to a maximum of 40% of the total value of the Agreement without prejudice to Nedlin’s right to terminate the Agreement, in whole or in part, in writing after 40 calendar days, without prejudice to Nedlin’s right to compensation in addition to the payment of the fine in full for the damage suffered from the non-performance.
5.6 The Goods must be delivered in proper packaging, suitable for the manner of transport, handling, and storage of the Goods. Packaging costs must be included in the price. Special and/or costly packaging materials must be taken back by the Supplier and Nedlin must be reimbursed for the costs accordingly.
5.7 The Supplier is responsible for transport and the costs thereof. The Supplier is liable for any damage to or loss of Goods caused when loading, during transport, and/or when unloading, as well as for damage caused by defective and/or inadequate packaging. The Supplier must take out sufficient insurance against risks during transport.
6.1 The Supplier guarantees that the Goods delivered or Services rendered: (i) will continuously meet the requirements under the Agreement, (ii) are suitable for the purpose and can be used or processed as such, (iii) are of continuously high quality, (iv) are made with high-quality materials and workmanship, (v) are free from defects in design, construction, manufacturing, finish, and presentation, (vi) are free from errors and flaws in their nature, composition, and contents, (vii) are not encumbered in any way, (viii) are free from property rights and rights of retention, and (ix) comply with the applicable laws and regulations. The guarantees contained in the Agreement extend to Nedlin and its customers.
6.2 The guarantee applies to Goods and Services for a period of eighteen (18) months after delivery, unless the law, case law, or the Supplier allow a longer period, or if a longer period is customary within the Supplier’s sector. The guarantee period will be extended by a period equal to the period(s) during which the Goods and/or Services have not or could not have been used, in whole or in part, as a consequence of a shortcoming as referred to in this article.
6.3 If the Goods delivered or Services rendered do not, in Nedlin’s opinion, conform to the Agreement, whether in whole or in part, Nedlin may, within the warranty period and without prejudice to any other rights and claims, choose between: a. returning the Goods at the Supplier’s risk and expense; b. having the Goods repaired, modified, improved, or re-delivered and/or the Services re-performed by the Supplier free of charge; c. terminating the Agreement, in whole or in part, with immediate effect and claiming for additional damages.
6.4 If, after consulting the Supplier, it can be reasonably assumed that the Supplier cannot or will not ensure rectification or replacement on time, properly, or at all, Nedlin is entitled to perform this itself or have this performed by a third party at the Supplier’s expense in urgent cases.
6.5 The Supplier guarantees that it will act in accordance with all applicable national and international laws and regulations, norms and standards, directives, and codes laid down in connection with the implementation of the Agreement.
7. Transfer of ownership
7.1 Nedlin becomes the owner of the Goods and the results and materials that form part of the Services upon delivery or rendering thereof at the time of delivery or rendering to Nedlin at the location specified in the Agreement.
7.2 If an Agreement provides for payment in advance, ownership transfers to Nedlin upon payment and the Supplier will mark the raw materials, materials, and semi-finished products, intended for the production/manufacture of the Goods, and finished Goods and store them in an identifiable manner. The risk of such Goods remains with the Supplier until acceptance by Nedlin.
8.1 The Supplier is liable for all damage, loss, and costs suffered by Nedlin and/or third parties as a result of a shortcoming in the performance of the Agreement and/or as a result of an unlawful act or omission on the part of the Supplier, its staff, or third parties engaged by it. The Supplier will indemnify Nedlin against all claims from third parties as a result of a shortcoming in the performance of the Agreement, as a result of culpable acts or omissions on the part of the Supplier, its staff, or third parties engaged by it, and in connection with the Goods and Services or the use thereof.
8.2 Nedlin is not liable for damages arising, whatever the cause, except in the case of intent or gross negligence.
8.3 The Supplier is fully liable for paying all taxes and levies due in respect of the implementation of the Agreement correctly and on time and will indemnify Nedlin against any claims and fees relating to the Supplier’s obligations in respect of taxes, charges, and claims by third parties, including claims made in respect of the Supplier’s obligations to pay taxes and charges as an employer on the basis of tax and social security legislation.
8.4 Neither Party is liable toward the other Party for a failure to comply with the Agreement if and in so far that performance is delayed, hindered, or prevented by any cause beyond the Party’s control and risk, provided that such Party was not already in default of such obligations that are delayed, hindered, or prevented. The Party invoking suspension must inform the other Party of force majeure in writing immediately, but no later than within three (3) days after the incident occurred, providing evidence of the incident. If a force majeure incident lasts longer than 30 days, Nedlin is entitled to terminate the Agreement in whole or in part. Force majeure does not include late delivery, loss, or unsuitability of materials or provisions to the Supplier or its suppliers, shortcoming by third parties engaged by the Supplier, strikes, shortage or illness of staff, or liquidity or solvency problems of the Supplier or the third parties engaged by it.
9. Confidentiality and personal data protection
9.1 Except with the express written permission of Nedlin or due to a legal obligation, the Supplier, its staff, and its partners are required to maintain strict confidentiality with regard to all information concerning the
Agreement (including the results thereof), Nedlin, and its customers, including all business information and data from Nedlin that has been obtained in any way or has come to or been brought to its attention. The Supplier will take all possible precautionary measures within the framework of the Agreement to ensure Nedlin’s interests are protected. The Supplier or its staff will
sign a separate confidentiality agreement on request. The confidentiality obligations also remain in force after this Agreement is terminated.
9.2 The Supplier is not permitted to publicize the implementation of the Agreement in any way, or to directly or indirectly contact Nedlin’s customers, without the prior written consent of Nedlin.
9.3 The Supplier is obliged to comply with the minimum information security requirements defined by Nedlin.
9.4 If the Supplier processes personal data, the Supplier guarantees to comply with the General Data Protection Regulation (hereinafter referred to as GDPR) and to provide an adequate level of protection at all times. The Supplier undertakes not to store the personal data processed within the framework of the Agreement for any longer than necessary and not to provide such data to any third party, unless the Supplier is required to do so due a legal obligation or ruling.
9.5 If a breach has occurred or is about to occur in connection with the personal data processed within the framework of the Agreement, the Supplier must inform Nedlin immediately, but no later 24 hours after discovery.
9.6 The Supplier will indemnify Nedlin against any action or claims brought by third parties, for whatever reason, relating to the Supplier’s processing of personal data within the framework of the Agreement, as well as against any fines imposed by a competent supervisory authority on the Supplier.
10. Ownership and intellectual property rights
10.1 All information provided to the Supplier, including specifications and materials, remains the property of Nedlin. The Supplier is not entitled to use or to refer to any intellectual property rights of Nedlin or its affiliates, without the prior written consent of Nedlin. Any authorized use must be strictly in accordance with the instructions and for the specified purposes.
10.2 The Supplier guarantees that the use of the Goods delivered and/or Services rendered does not infringe any third-party intellectual or industrial property rights.
10.3 In the event that the Supplier provides any Goods and/or Services that are subject to third-party intellectual or industrial property rights, the Supplier grants a right of use to Nedlin.
10.4 All intellectual property rights arising as a result of the implementation of the Agreement are assigned to Nedlin and will be transferred by the Supplier to Nedlin.
10.5 The Parties retain at all times ownership of all intellectual or industrial property rights assigned to the relevant Party that existed before the Agreement entered into force.
10.6 All intellectual and industrial property rights that will arise and can be exercised in respect of the results of the Agreement and/or the Goods delivered or Services rendered or those developed together with Nedlin remain vested in Nedlin. The Supplier will transfer the intellectual and industrial property rights to Nedlin in advance, in so far as is necessary. The Supplier will lend its full cooperation to such transfer. The Supplier is prohibited from replicating, publishing, or exploiting products that are subject to the intellectual or industrial property rights of Nedlin, with or without the involvement of third parties.
10.7 The Supplier will indemnify Nedlin against any claims by third parties arising from or relating to any breach of the rights referred to above and will reimburse Nedlin for any damages and costs incurred as a result.
10.8 All intellectual property rights in, for, or on behalf of software developed by Nedlin, including source code and documentation, remain vested in or must be transferred to Nedlin. Intellectual property rights on other software remain vested in the Supplier, and the Supplier will provide Nedlin with a non-exclusive, non-transferable, irrevocable, perpetual, royalty-free licence that is not restricted to specific equipment or locations. Nedlin is permitted to grant licences to its associated or affiliated legal entities.
11.1 The Supplier will maintain an adequate liability insurance policy at its own expense that is sufficient to cover the risks of the Agreement and the implementation thereof. The Supplier will provide evidence of its insurance policy at Nedlin’s request and inform Nedlin of any changes thereto.
12. Termination and suspension
12.1 Nedlin is entitled, at its discretion, to suspend the Agreement in whole or in part, without further notice and with immediate effect, or to dissolve or terminate the Agreement, in whole or in part, in writing, without being liable to pay any compensation, in the case of: a) suspension of payment or declaration of bankruptcy by the Supplier or an application for such; b) placement into receivership of or administration order on the Supplier; c) sale or winding-up of the company or the death of the Supplier; d) withdrawal of the Supplier’s licences required to execute the Agreement; e) partial or whole seizure of the Supplier’s assets or a significant part of the Supplier’s company resources or Goods intended for the execution of the Agreement; f) a failure by the Supplier to fulfil its obligations in whole under the Agreement, such that prolonging the Agreement cannot in all reasonableness and fairness be expected, or other circumstances arise such that full performance of the Agreement as it stands cannot be expected.
12.2 Cancellation, termination, or suspension of payment obligations as referred to in Article 12.1 is without prejudice to any other rights granted to Nedlin under the foregoing, including Nedlin’s right to damages.
12.3 All claims made by Nedlin towards the Supplier in the event of termination in accordance with the provisions of this article are due and payable in full immediately.
12.4 The Parties are entitled to terminate the Agreement in writing with due observance of a reasonable notice period of at least two (2) months.
13. Nedlin Code of Conduct
13.1 The Supplier will comply with the Nedlin Code of Conduct, and the standards, values, and behavioural rules contained therein. The Supplier confirms that it has received a copy of the Nedlin Code of Conduct, which is available on the Nedlin website: https://www.nedlin.com/index.php/en/code-of-conduct.
13.2 If Nedlin finds that the Supplier has not acted in accordance with the Nedlin Code of Conduct, Nedlin will inform the Supplier in writing, indicating what adjustments must be made in order to ensure compliance with the Nedlin Code of Conduct, and the Parties will jointly establish a time frame for achieving compliance.
13.3 In the event of non-compliance with the Code of Conduct, Nedlin is entitled to terminate the Agreement with immediate effect. In such case, the Supplier is not entitled to any form of compensation.
14. Transfer of rights & obligations; subcontracting
14.1 The Supplier is not entitled to transfer, dispose of, or encumber any rights and/or obligations arising under the Agreement, without the prior written consent of Nedlin. Nedlin may attach conditions if consent is granted. Such consent does not relieve the Supplier from its liability to ensure compliance with the Agreement, and any consent granted is subject to compliance with all the obligations under the Agreement. Nedlin may transfer this Agreement or any part thereof to an affiliated legal entity and will inform the Supplier of this.
14.2 The Supplier is not permitted to outsource the work to a third party, in whole or in part, whether under subcontract or not, without the prior written consent of Nedlin. If any third parties are engaged, the Supplier remains fully responsible for the performance of the Agreement. Any acts or omissions by third parties or their staff are treated as acts or omissions by the Supplier itself.
15.1 If one Party does not demand strict fulfilment of an obligation from the other Party under these Terms and Conditions or under the Agreement, this does not affect its right to subsequently demand compliance with any other obligations at any time. If a Party waives its right to fulfilment, then this waiver is not deemed to relate to
previous or subsequent default by the other Party. Such waiver may only be made in writing, unconditionally, and with an indication of the specific right that is being waived.
15.2 Nothing in this Agreement may be interpreted to create an agency, partnership, joint venture, or employment relationship between the Parties.
15.3 All legal relations between Nedlin and the Supplier are subject exclusively to Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
15.4 All disputes between Nedlin and the Supplier may only be heard by the Court of Limburg in Maastricht. None of the Parties are relieved of their obligations under the Agreement if a dispute is pending, with the exception of those obligations directly related to the dispute.
15.5 Termination of the Agreement on any ground also does not affect the rights or obligations that are expressly or by their nature or content create continuing obligations such as declarations, guarantees, obligations regarding confidentiality, and intellectual property rights, as well as rights and obligations that arise during the term of the Agreement.
Conditions for the supply of Services
Without prejudice to the general provisions of these Terms and Conditions, the following provisions apply if the Supplier provides Services to Nedlin.
16. Performance and quality of the Services
16.1 The Supplier guarantees that: i) the quality and the results of the Services are in accordance with the requirements and specifications of the Agreement, with such a degree of skill, care, and craftsmanship as may be reasonably expected; ii) the Services will be carried out in a professional manner using the proper, sound, and well maintained materials; iii) its staff and/or third parties will continue to comply with the agreed quality requirements with regard to training, expertise, and experience for the duration of the Agreement; and iv) it operates in a safe, healthy, and environmentally responsible manner.
16.2 The Supplier is responsible for and in charge of the tools, staff, and/or third parties used for the Services to be provided. The Supplier will comply with all statutory health, safety, and environmental regulations as well as any other safety requirements in force at Nedlin sites.
16.3 The Supplier will, on Nedlin’s first request, provide the details indicated on the proof of identity of its staff and/or third parties engaged whose nationality is Dutch or of a Member State of the European Union, the European Economic Area, or Switzerland. For staff and/or third parties engaged whose nationality is other than one stated above, the Supplier will provide Nedlin with a valid copy of their proof of identity, in accordance with the Foreign National Employment Act (Wet Arbeid Vreemdelingen, WAV), before the start of work. The Supplier will also comply with the obligation under the WAV to provide a copy of the employment and/or residence permit of staff and/or third parties who are not entitled to free movement and/or are otherwise excepted, before the start of work. The Supplier will immediately contact Nedlin if there is any change to such permits.
16.4 The Supplier will ensure that Nedlin can verify the identity of staff and/or third parties engaged before the start of work
by means of a valid original passport, identity card, and/or a residence permit, in accordance with the Identification Requirement Act (Wet op de identificatieplicht). Furthermore, the Supplier will ensure that its staff can show proof of identity on site at all times, by means of a valid proof of identity as defined in the Identification Requirement Act.
16.5 If the Supplier fails to fulfil the obligations referred to in paragraphs 3 and 4 of this article, Nedlin retains the right to refuse access to work to the relevant staff members and/or third parties.
The Supplier will indemnify Nedlin against any claims, fines, and/or otherwise unlawful work and/or non-compliance with the obligations arising under the WAV.
16.6 The Supplier will, on first request, provide Nedlin with copies of the Certificate of Conduct (Verklaring omtrent het Gedrag, VOG), diplomas, certificates, and any employer references for the relevant staff and/or third parties engaged.
16.7 If Nedlin believes that the staff engaged by the Supplier are insufficiently qualified during the execution of the Agreement, the Supplier is obliged to replace such staff.
16.8 If the Services are performed on Nedlin’s premises: a) the Supplier, its staff, and/or third parties engaged by it must comply with the applicable site rules and general rules of decency, including the Nedlin Code of Conduct, which can be found on the Nedlin website and will be provided on request; b) the Supplier will keep all forms of disturbance to a minimum while performing the work; c) the Supplier must arrange for furniture or equipment to be moved if necessary to perform the work, as well as ensuring it is returned to its original position; d) the Supplier must take measures to prevent pollution and damage to Nedlin property; e) the Supplier must take measures to ensure the safety of users and passers-by while performing the work; f) the installation or use of auxiliary equipment must be approved in advance by Nedlin; g) the Supplier will perform the Services within Nedlin’s normal working hours, unless otherwise agreed in writing.
17. Management and supervision; Order agreement
17.1 Services are performed on the basis of an Order or an Agreement pertaining thereto, within the meaning of Section 1, Title 7, Book 7 of the Dutch Civil Code.
17.2 Any natural persons and legal entities engaged to perform the Services remain under the direction and supervision of the Supplier.
17.3 The Supplier will indemnify Nedlin against any liability arising under an employment contract between Nedlin and staff engaged by the Supplier.
17.4 The Supplier will indemnify Nedlin against any claims made against Nedlin by staff involved in conducting the Services concerned.
18. Additional resources
18.1 The Supplier is responsible for providing the necessary and auxiliary equipment, tools, machines, work clothing, and safety equipment.
18.2 Any materials, drawings, models, instructions, specifications, and other tools made available by or on behalf of Nedlin, or purchased and/or manufactured by Nedlin, remain the property of Nedlin or become the property of Nedlin at the time of purchase or manufacture, unless otherwise agreed in writing.
18.3 Any modifications to such additional resources, as well as the use thereof for or in connection with any purpose other than the provision of the Services to Nedlin, is permitted only with the prior written consent of Nedlin. However, such consent does not affect the Supplier’s guarantee obligations.
19. Working conditions, tax, and social security contributions
19.1 In performing the Services, the Supplier will comply with the applicable laws and regulations on employment conditions, including the Act against Fraudulent Structures (Wet Aanpak Schijnconstructies, WAS), any applicable collective labour agreement, and, if applicable, in the case of staff seconded from other EU countries, the Working Conditions for Seconded Workers in the European Union Act (Wet arbeidsvoorwaarden gedetacheerde werknemers in de Europese Unie, WagwEU). If Nedlin requires further information from the Supplier in order to meet the obligations under such laws and regulations, the Supplier will provide this on first request.
19.2 The Supplier is responsible for fulfilling its obligations under the applicable tax and social security legislation at all times.
19.3 As soon as Nedlin’s request, the Supplier is obliged to sufficiently demonstrate that it has paid the applicable wages, turnover tax, wage tax, social security contributions, and employee insurance contributions. On Nedlin’s first request, the Supplier will cooperate with an inspection, sampling, and/or audit, so Nedlin can verify that the Supplier is complying with the applicable laws and regulations including the Foreign National Employment Act (Wet Arbeid Vreemdelingen, WAV), the Act against Fraudulent Structures (Wet Aanpak Schijnconstructies, WAS), the Working Conditions for Seconded Workers in the European Union Act (Wet arbeidsvoorwaarden gedetacheerde werknemers in de Europese Unie, WagwEU), and the General Data Protection Regulation. The Supplier will provide Nedlin with access to the necessary systems and underlying data, so that Nedlin can carry out such checks or have such checks carried out.
19.4 The Supplier will ensure that the obligations laid down in paragraphs 1 to 3 are imposed on all third parties that it engages for the performance of the Services for Nedlin and will stipulate that these third parties also impose such obligations on their respective contracting parties.
19.5 In the event that the Supplier is or works with a self-employed person without employees (Zelfstandige Zonder Personeel, ZZP-er), Nedlin may impose further conditions regarding sub-contracting, providing, and/or paying such persons. The Supplier will provide Nedlin, on first request, with copies of documents that sufficiently demonstrate the nature of the employment relationship or self-employment, at the discretion of Nedlin.
19.6 The Supplier will indemnify Nedlin against any liability relating to the Supplier’s obligations arising under tax and social security legislation, as well as working conditions claims made by its staff regarding the performance of the Services.
19.7 Nedlin is entitled to terminate the Agreement with immediate effect, without judicial intervention, and without paying compensation to the Supplier if the Supplier and/or third parties that it has engaged are culpably in arrears with the payment of the applicable wages, turnover tax, wage tax, social security contributions, and/or employee insurance contributions, without prejudice to any other rights and claims of Nedlin, in particular the right to compensation.
19.8 Without prejudice to the provisions referred to in paragraph 7, Nedlin is entitled to deduct the amounts of turnover tax, wage tax, social security contributions, employee insurance contributions, and/or any interest and fines charged in relation thereto from payments owed to the Supplier and to directly transfer such amounts on behalf of the Supplier to the tax authorities and/or social security agency, or to place the amounts in a separate account. In such cases, Nedlin is discharged from its payment to the Supplier, as far as these amounts are concerned.
These General Terms and Conditions of Purchase have been filed with the Netherlands Chamber of Commerce under number KvK01/3523229.