World Waternet has aligned its general terms and conditions of purchase with the general terms and conditions of purchase of the municipality of Amsterdam.
Article 1 Definitions
Delivery: The transfer of possession and ownership of the Goods to World Waternet.
Contractor: The counterparty of World Waternet named in the Agreement.
Services (Service): The work to be performed by the Contractor for a specific need of World Waternet, not being works or deliveries.
Goods: All items and all property rights within the meaning of Book 3, Title 1 of the Civil Code.
Deliveries (Delivery): The Goods to be delivered by the Contractor to World Waternet on the basis of the Agreement.
Quotation: An offer within the meaning of the Civil Code.
Request for quotation: A single or multiple request from World Waternet for Services to be performed or a (European) tender, whether or not in accordance with the Public Procurement Act and the European tendering directives 2014/24/EU and 2014/25/EU.
Agreement: Everything agreed between World Waternet and the Contractor, including any accompanying appendices.
Parties/Party: World Waternet and/or the Contractor.
Contractor's personnel: The personnel or other auxiliary persons to be engaged by the Contractor for the performance of the Agreement who will be working under its responsibility pursuant to the Agreement.
Performance: The Deliveries and/or Services to be performed.
World Waternet: The World Waternet foundation, acting independently or on behalf of the municipality of Amsterdam, the Amstel, Gooi and Vecht water board or the Waternet foundation.
Working day: Calendar days excluding weekends, generally recognised public holidays within the meaning of Section 3(1) of the General Terms and Conditions Act, local public holidays and bridge days designated by World Waternet.
Processing of personal data: An operation or set of operations relating to personal data or a set of personal data, whether or not carried out by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, aligning or
combining, blocking, erasing or destroying data.
Article 2 Applicability
2.1 These general terms and conditions of purchase apply to the Request for Quotation and Agreements relating to Deliveries and Services.
2.2 These general terms and conditions of purchase may only be deviated from 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 voidable, the other provisions will remain in force and the Parties will consult with each other in order to agree on a new provision (or provisions) to replace the void or voidable provision(s), taking into account as much as possible the purpose and scope of the void or voidable provision(s).
2.4 By submitting the Quotation, the Contractor expressly rejects the applicability of its general terms and conditions.
Article 3 Quotation, order and conclusion of Agreement
3.1 World Waternet may reject or amend a Request for Quotation to the extent possible under applicable Dutch and European case law and legislation and regulations. World Waternet will not reimburse any costs or damages associated with this, unless otherwise agreed in writing.
3.2 The Contractor's Quotation has a validity period of ninety days or such longer or shorter period as stated in the Request for Quotation. The validity period commences on the day on which the tender period closes or on the day stated in the Request for Quotation.
3.3 An intention to award a contract does not constitute acceptance within the meaning of Section 6:217(1) of the Civil Code.
3.4 All actions performed by the Contractor prior to the conclusion of the Agreement are at the expense and risk of the Contractor.
II Performance of the agreement
Article 4 General obligations of the Contractor
4.1 The Contractor shall fulfil its obligations under the Agreement in close cooperation with World Waternet, without prejudice to the Contractor's own responsibility.
4.2 The Contractor shall keep World Waternet informed of the performance of the Agreement and provide information upon request. The Contractor is obliged, among other things, but not exclusively, to immediately inform World Waternet in writing of any facts and circumstances that may lead to a delay in performance or any relevant facts and circumstances that have not been taken into account in the Agreement.
4.3 Only with the prior written approval of World Waternet may the Contractor have the Agreement performed in whole or in part by third parties or transfer rights and/or obligations arising from the Agreement to third parties.
4.4 With regard to the Agreement, the Contractor guarantees that the Contractor or Personnel of the Contractor or a legal entity affiliated with the Contractor and the persons working for them are not or have not been involved in consultations or agreements with other companies in a manner that could be contrary to 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) coordinating tenders, and/or (3) dividing up work.
4.5 The Contracting Party indemnifies World Waternet against criminal fines and administrative sanctions (as referred to in Article 5:2 of the General Administrative Law Act, including any recovery of costs) related to the performance of the Agreement by the Contracting Party and imposed on the Contracting Party or World Waternet.
4.6 In the execution of the Agreement, the Contracting Party shall comply with all applicable regulations laid down by or pursuant to the law and shall observe the agreements that World Waternet has concluded with third parties for the purpose of performing the Agreement, insofar as these agreements are known to the Contracting Party. If the Contractor is required to contact third parties, the Contractor shall first submit this to World Waternet.
4.7 The Contractor is responsible for informing the third parties it engages about the agreements between the Contractor and World Waternet in the performance of the Agreement.
4.8 The Contracting Party shall only act as an authorised representative of World Waternet insofar as it has been explicitly authorised to do so in writing by World Waternet. Any consequences arising from acting in contravention of the provisions of the previous sentence shall be at the expense and risk of the Contracting Party.
Article 5 General obligations of World Waternet
5.1 At the request of the Contractor, World Waternet shall provide all information and data necessary for the proper performance of the Agreement.
5.2 World Waternet shall exert itself as befits a good Client and shall, if necessary, endeavour to provide its cooperation that may be necessary for the performance of the Agreement.
Article 6 Quality, inspection and warranty
6.1 The Contractor guarantees that the Services provided comply with the Agreement, with generally applicable standards and with the regulations that apply by or pursuant to law or treaty with regard to, but not limited to, safety, health and the environment.
6.2 World Waternet is entitled to inspect the Services and the Contractor shall cooperate where necessary. If World Waternet has approved certain Services in writing, the right referred to in the previous sentence shall lapse with regard to those Services.
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 anything that comes to their knowledge during the performance of the Agreement and whose confidential nature is known or can reasonably be assumed.
7.2 The parties shall require persons working for them or third parties engaged by them to comply with this confidentiality obligation.
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, the Parties shall be entitled 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 Contracting Party is obliged to have the Contracting Party's Personnel sign a confidentiality agreement at the first request of World Waternet.
Article 8 Processing of personal data
8.1 Insofar as the Contracting Party processes personal data for World Waternet in the context of the performance of the Agreement, the Contracting Party will be regarded as a processor within the meaning of the General Data Protection Regulation (GDPR).
8.2. The Contractor hereby declares its willingness to enter into a separate processing agreement with World Waternet containing additional or deviating agreements regarding the Processing of personal data. With regard to the Processing of personal data, the relevant processing agreement shall prevail over the provisions of these general terms and conditions of purchase.
8.3 The Contractor is not entitled at any time to use or have used the personal data made available to it in any way, in whole or in part, other than for the performance of the Agreement, except in the case of deviating legal obligations.
8.4 The Contracting Party shall process personal data in a proper and careful manner and in accordance with the applicable laws and regulations as well as any applicable code of conduct of World Waternet. The foregoing also applies in full to cross-border transmission and/or distribution and/or provision of personal data to non-EU countries and/or international organisations, in the event that World Waternet has given explicit instructions for such transmission and/or distribution.
8.5 All personal data shall be regarded as confidential within the meaning of Article 7 of these general terms and conditions of purchase.
8.6 The Contractor shall not maintain any contact with the data subject. If the data subject approaches the Contractor, the Contractor shall refer them to World Waternet. If World Waternet is unable (e.g. for technical reasons) to comply (fully) with the exercise of a right by the data subject (including access, correction, objection), the Contractor shall, upon request, provide all necessary cooperation as soon as possible, but no later than seven days after the request has been made by the data subject.
8.7 If personal data is processed in systems of the Contracting Party that are not located at World Waternet, the Contracting Party shall immediately report any breach involving personal data to World Waternet upon discovery. It shall also provide World Waternet with all information necessary for any (legally required) notification to the Dutch Data Protection Authority. In the event of unreported breaches relating to personal data, the Contractor shall reimburse World Waternet for any fines received and damage incurred by World Waternet.
8.8 The Contractor shall leave it to World Waternet to report to the supervisory authority or authorities within the framework of this Agreement (except in the case of mandatory obligations).
Article 9 Intellectual property
9.1 All intellectual property rights (IP rights) and claims thereto relating to any result arising from the Agreement shall vest in World Waternet, unless otherwise agreed in writing. The Contracting Party shall transfer these IP rights and claims thereto to World Waternet free of charge, insofar as necessary. The Contractor shall cooperate free of charge in effecting the transfer upon first request.
9.2 The term “result” as referred to in paragraph 1 of this article is understood to mean everything that is achieved within the framework of the Agreement, regardless of whether the Contractor makes use of any contribution from World Waternet and/or third parties.
9.3 The Contractor waives, to the extent possible, all moral rights to any copyrighted works created within the framework of the Agreement.
9.4 Unless otherwise agreed in writing, the Contractor does not retain or acquire any right of use with regard to any result of the Agreement.
9.5 World Waternet expressly reserves the copyright to any work made public to the Contracting Party within the framework of the Agreement. The Contracting Party acknowledges this reservation.
9.6 The Contracting Party guarantees that the purchased Goods and accessories, as well as the Services provided and everything associated with or resulting from them, are free from all special encumbrances and restrictions that could impede their free use by World Waternet, such as patent rights, trademark rights, design rights or copyrights, and indemnifies World Waternet against all claims from third parties in this regard.
9.7 In the event of claims from third parties, the Contractor shall make every effort, in consultation with World Waternet, to ensure that World Waternet can continue to use the delivered goods without interruption.
9.8 In the event of third-party claims for which an indemnification obligation applies, the Contracting Party shall compensate World Waternet for all damages, including legal costs, which also include reasonable legal fees for conducting legal proceedings.
Article 10 Amendment of the Agreement
10.1 World Waternet is only authorised to amend and/or supplement the Agreement in writing, after consultation with and agreement of the Contracting Party to this amendment or supplement to the Agreement.
10.2 In this context, the Parties shall remain within the bounds of reasonableness and fairness.
Article 11 Equipment and materials
11.1 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 that do not originate from World Waternet, unless otherwise agreed in writing.
11.2 The Contractor 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 12 Time of performance
12.1 The Contractor shall be in default by operation of law after the deadline(s) or deadlines for the performance of the relevant Services, as stated in the Agreement, have expired and the relevant Services have not been performed or have not been performed in full.
12.2 The Contracting Party shall notify World Waternet in writing in good time and stating reasons of any delay and the measures that the Contracting Party will take to limit the delay as much as possible.
Article 13 Attributable failure
13.1 If one of the Parties fails attributably in the performance of the Agreement and/or these general terms and conditions of purchase, the other Party shall give notice of default to the failing Party, setting a period for performance, except in cases where notice of default may be omitted pursuant to the Civil Code, in which cases the defaulting Party shall be immediately in default.
13.2 Each of the Parties is entitled to terminate the Agreement with immediate effect without judicial intervention and without notice of default if the other Party is in default, except insofar as termination would be contrary to reasonableness and fairness, taking into account the circumstances of the case, including the seriousness of the default.
13.3 Any termination shall be effected by registered letter.
13.4 There shall be no attributable failure on the part of World Waternet if and insofar as the public law responsibility assumed by World Waternet requires it not to provide information and data or to refuse to cooperate that may be necessary for the performance of the Agreement.
Article 14 Non-attributable failure
14.1 The Contracting Party may only invoke force majeure against World Waternet if the Contracting Party notifies World Waternet of the invocation of force majeure in writing as soon as possible, submitting supporting documents. Force majeure shall in any case not include: illness (except, for example, pandemic), predicted or expected strikes, lack of Personnel on the part of the Contracting Party, raw material shortages, transport problems, failure or non-fulfilment of obligations by suppliers, disruptions in the Contracting Party's production and liquidity and/or solvency problems on the part of the Contracting Party.
Article 15 Liability and insurance
15.1 A Party shall be liable for any damage suffered or likely to be suffered by the other Party, including its subordinates or auxiliary persons, as a result of or in connection with the other Party's attributable failure to fulfil its obligations under the Agreement.
15.2 The Contractor indemnifies World Waternet against any claims by third parties for compensation for damage resulting from the failure referred to in paragraph 1. The scale referred to in paragraph 9 applies mutatis mutandis.
15.3 If the Contracting Party uses items as referred to in Article 11 paragraph 1, which are the property of World Waternet, for the performance of the Services, the Contracting Party shall be liable for any damage caused to these items. The scale referred to in paragraph 9 shall apply mutatis mutandis.
15.4 If, as a result of the presence of items belonging to World Waternet at the Contracting Party's premises for the performance of the Agreement, damage is caused to the Contracting Party or to third parties in any way whatsoever, this damage shall be entirely for account and risk of the Contractor. Where applicable, the Contractor shall indemnify World Waternet against any claims from third parties.
15.5 All obligations relating to the Contractor's Personnel, including those under tax and social security legislation, shall be borne by the Contractor. The Contractor indemnifies World Waternet against any liability in this regard.
15.6 From the moment the Agreement is entered into, the Contractor shall be adequately insured for the performance of the Agreement and shall remain adequately insured during the performance of the Agreement.
15.7 The Contractor shall not change the insured amount and the policy conditions during the performance of the Agreement to the detriment of World Waternet, unless World Waternet has given its explicit written consent to this.
15.8 Any insurance policies that are necessary for the performance of the Agreement and which the Contractor does not yet have, shall be taken out by the Contractor at least for the period of the performance of the Agreement.
15.9 Unless otherwise specified in these general terms and conditions or the Agreement, the liability of the Parties shall be limited as follows:
- for assignments with a total value of less than or equal to €50,000: €150,000 per event and €300,000 per contract year or part of a year that the Agreement is in force;
- for assignments with a total value higher than £50,000 but less than or equal to €100,000: €300,000 per event and €500,000 per contract year or part of a year that the Agreement is in force;
- for contracts with a total value of more than €100,000 but less than or equal to €150,000: €500,000 per event and €1,000,000 per contract year or part of a year that the Agreement is in force;
- for assignments with a total value of more than €150,000 but less than or equal to €500,000: €1,500,000 per event and €3,000,000 per contract year or part of a year that the Agreement is in force;
- for assignments with a total value exceeding €500,000: €3,000,000 per event and €5,000,000 per contract year or part of a year during which the Agreement is in force.
This limitation of liability shall lapse:
a. in the event of claims by third parties for compensation as a result of death or injury;
b. in the event of intent or gross negligence on the part of the Contractor or its personnel;
Article 16 Penalty
16.1 If a penalty clause has been agreed, this penalty shall be immediately payable without judicial intervention, notice of default or reminder.
16.2 The penalty shall not affect any other rights or claims, including, but not limited to, World Waternet's claim for performance and the right to compensation.
Article 17 Applicable law and disputes
17.1 These general terms and conditions of purchase and the Agreements, as well as their formation and interpretation, are governed by Dutch law.
17.2 The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.
17.3 If a dispute arises with regard to the Request for Quotation, the procedure as described in the Request for Quotation, the formation of the Agreement or the performance of the Agreement, each of the Parties is entitled to submit the dispute to the competent court in the district where World Waternet is established.
III Financial provisions
Article 18 Prices, additional work and less work
18.1 The Contractor shall perform the Agreement at the prices stated in its Quotation in euros.
18.2 Additional Services that are not reasonably included in the Agreement shall only constitute additional work insofar as this is exclusively attributable to World Waternet.
18.3 Additional work shall only be considered by the Contractor after the content and budget have been agreed in writing with World Waternet.
18.4 Additional work or less work will be charged at a maximum of the rates stated in the Quotation, unless otherwise agreed in writing.
18.5 Insofar as prices and rates for additional work or less work are not included in the Quotation, the Contracting Party undertakes to offer only market-based rates for additional work and less work.
Article 19 Invoicing and payment
19.1 The Contractor shall state the following on the invoice:
- the legal requirements with which the invoice must comply:
- name, address, postcode, place of residence, bank/giro number and the required IBAN and BIC details, VAT number, Chamber of Commerce number;
- if acting on behalf of the municipality of Amsterdam, the Contractor shall send the invoice to the municipality of Amsterdam with the postal address of the Client;
- the invoicing address of the Contractor;
- the order number of the Contractor;
- the total invoice amount including and excluding VAT; and - any further requirements in consultation with World Waternet.
19.2 The Supplier shall send the invoice electronically so that it can be received and processed electronically in accordance with the specifications provided by the Client.
19.3 The Contracting Party applies a payment term of thirty days after receipt and approval of the invoice or as agreed between the Parties in the Agreement. World Waternet will pay the Contracting Party's invoice within the applicable payment term.
19.4 Approval will only take place once the Delivery has been accepted and all
accompanying documents have been received by World Waternet.
19.5 If the Goods or Services do not comply with the Agreement, World Waternet is entitled to suspend payment in whole or in part in proportion to the shortcoming.
IV Provisions concerning the delivery of goods
Article 20 Deliveries
20.1 The Contractor shall deliver the Goods in accordance with Delivered Duty Paid (DDP), in accordance with the latest Incoterms, as established by the International Chamber of Commerce (ICC).
20.2 Unless another time or place has been agreed in writing, Delivery shall take place exclusively on Working Days during World Waternet's opening hours. The Contractor must inform its carrier of this.
20.3 If World Waternet rejects the Goods on reasonable grounds, the Contractor shall collect the Goods at its own expense.
20.4 The Goods shall be deemed to have been approved from the moment of full operational commissioning by World Waternet, unless otherwise agreed in writing or certain circumstances require written approval from World Waternet.
20.5 The Contractor shall provide a warranty for the Goods for at least twelve months from the moment that World Waternet has approved the Goods, unless otherwise agreed in writing. This warranty does not affect the Contractor's liability.
20.6 The Contractor guarantees that parts for the Goods can be supplied for a period of at least five years or a term agreed in writing after Delivery of the Goods.
20.7 The Contractor is obliged to make all instructions for use and product information relating to the Goods, as well as any quality marks or certificates, drawn up as far as possible in the Dutch language, available to World Waternet at no additional cost.
20.8 The Contracting Party shall, at its own expense and risk, remedy any defects in the delivered Goods after Delivery or completion within the reasonable period specified by World Waternet upon first notification, by repair or replacement.
Article 21 Packaging and transport
21.1 The Contracting Party shall ensure that the Goods are properly packaged, secured and transported so 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 regarding packaging.
21.2 The Contracting Party shall take back all packaging free of charge, unless otherwise agreed in writing.
Article 22 Transfer of ownership and risk
22.1 Ownership of the delivered Goods shall transfer at the time of Delivery, where necessary after any installation work associated with this. The risk shall transfer to World Waternet upon acceptance of the Goods by World Waternet, unless otherwise agreed by the parties.
22.2 Acceptance of the Goods shall take place by means of a written statement from World Waternet, after Delivery and any installation of the Goods. If World Waternet does not accept the Goods, it shall state the reasons for withholding acceptance.
V Provisions concerning the performance of services
Article 23 Services
23.1 The Contractor shall perform the Services within the period and at the location specified in the Agreement.
23.2 The Contractor shall bear full responsibility for its own Performance, the Performance of the Contractor's Personnel and the Performance of third parties engaged by the Contractor.
23.3 The actual performance of the Services by the Contractor or related activities does not imply that World Waternet automatically approves the Services. World Waternet reserves the right to inspect, check or disapprove any Services performed.
23.4 Approval of the Services will be given by means of a written statement from World Waternet. If World Waternet does not approve the Services, it will state the reasons for withholding approval.
Article 24 Contractor's Personnel
24.1 Insofar as Services are performed at the offices and/or in the public areas of World Waternet, the Contractor, the Contractor's Personnel and any third parties engaged by the Contractor are obliged to comply with the established house rules for that office/building and/or public area.
24.2 If, during the performance of the Agreement, it appears that the Contractor's Personnel are not functioning in the interests of the proper performance of the Agreement and/or are unable to continue their work due to circumstances, World Waternet shall be entitled to have the Contractor replace the person concerned.
24.3 The replacement of Personnel of the Contractor requires the prior written consent of World Waternet, unless immediate replacement of Personnel of the Contractor is necessary. In the latter case, verbal consent from World Waternet will suffice. The basic principle here is that persons with comparable expertise, training and experience (in accordance with the requirements in the Request for Quotation) will be made available.
24.4 The Contractor shall arrange for the replacement of Contractor's Personnel at short notice, but no later than within two weeks or as soon as necessary. Any costs associated with the replacement shall be borne by the Contractor.
24.5 The Contractor guarantees that the Contractor's Personnel are entitled to work or provide Services in the Netherlands.
24.6 The Contractor is responsible and liable for the fulfilment of the Obligations arising from the agreement under tax and social security legislation, including obligations relating to with the Employee Insurance Agency (UWV). The Contracting Party indemnifies World Waternet against all claims in this regard. The Contracting Party shall work with a G account if required by law or by World Waternet. If World Waternet is faced with an
additional tax assessment, these costs shall be recovered from the Contracting Party on a one-to-one basis.
VI Termination of the agreement
Article 25 Termination
25.1 World Waternet is entitled to terminate the Agreement with due observance of a notice period as specified in the Agreement. If no notice period is included in the Agreement, World Waternet may terminate the Agreement with due observance of a reasonable notice period, also taking into account the duration of the Agreement.
Article 26 Dissolution
26.1 Without prejudice to the provisions of Article 13, each of the Parties has the right to dissolve the Agreement with immediate effect, without judicial intervention and without notice of default, if:
- Article 4.4 of these purchasing conditions is violated;
- the other Party has taken a decision to dissolve the legal entity or company;
- control of the other Party passes to a party other than at the time of conclusion of this Agreement; bankruptcy has been applied for or declared with regard to the other Party, or a moratorium on payments has been applied for or granted, whether provisional or not;
- the other Party merges, splits or in any way transfers (part of) its business; - the other Party is in a situation of force majeure for more than ten days.
26.2 Any dissolution as referred to in paragraph 1 must be effected immediately by means of a registered letter.
26.3 In the event of termination by World Waternet as referred to in paragraph 1, World Waternet will not owe the Contractor any compensation for the Services not performed by the Contractor. Any undue payments made to the Contractor will be repaid by the Contractor to World Waternet, plus statutory interest from the date on which they were paid.
Article 27 Annulment
27.1 If one of the Parties invokes annulment by means of an extrajudicial declaration, this must be done by registered letter.