Terms & conditions

Below you will find the Actys Wonen bv general purchasing conditions for orders to deliver goods and / or services.

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Article 1. Definitions

In these purchasing conditions the concepts and expressions used below are defined as follows:

  • Dealer: the counterparty of Actys Wonen bv, or any other closely related persons (or, more specifically, regional offices), including the personnel of the dealer, and third parties brought in by the dealer for the execution of the agreement(s);
  • Agreement: the agreements confirmed in writing by Actys Wonen bv and the dealer of the items in question;
  • Items: goods and services to be delivered;
  • Goods: movable goods to be delivered to Actys Wonen bv by the dealer, including the mounting or installation thereof, which in turn includes any (partial) designs or possible supporting documentation underlying this and goods or services possibly arising from this;
  • Services: services to be delivered for the benefit of Actys Wonen bv, following the agreement, including any (partial) designs or possible supporting documentation underlying this and goods or services possibly arising from this;
  • Parties: Actys Wonen bv and the dealer;
  • Materials: items such as those mentioned in Article 18b of these terms and conditions that will be used as production materials, or used for the execution of the work, excluding materials covered by the equipment section;
  • Equipment: all vehicles, gear, cranes, scaffolding and parts thereof, consumables and such, used by the dealer for the execution of the agreement, excluding those materials that are to be processed in the production materials;
  • Data carriers: paper documents and / or carriers of digital information and / or other data carriers that contain the achievements / results of the dealer that should be provided to Actys Wonen bv, following the agreement.

Article 2. Application

  • These purchasing conditions apply to all requests, offers and orders and to all agreements arising from this between Actys Wonen bv and the dealer, with regard to the supply of items by the dealer to Actys Wonen bv, and waiving the dealer’s own general terms and conditions, should they have any, in favour of the present general purchasing conditions.
  • General terms and conditions of the dealer only apply if it has been agreed, and explicitly confirmed in writing beforehand, that these are applicable to the agreement and fully or partially exclude the present general purchasing conditions.
  • Contrary provisions, if any, in the Actys Wonen bv general purchasing conditions and the general terms and conditions of the dealer shall only apply between these parties if and to the extent that they are present in the Actys Wonen bv general purchasing conditions.
  • If one or more articles in the Actys Wonen bv general purchasing conditions are void or annulled, the remaining articles shall continue to apply fully to these general purchasing conditions.

 

Article 3. Realisation of the agreement

  • If the dealer makes an offer by word of mouth or in writing, the agreement will be realised if Actys Wonen bv accepts this offer in writing (“the Agreement”).
  • If the dealer makes an offer using a digital method, the agreement will be realised if Actys Wonen bv accepts this offer using a digital method. The acceptance by Actys Wonen bv shall also be seen as an acknowledgement of receipt.
  • An offer made by the dealer, with or without obligations, cannot be withdrawn after acceptance by Actys Wonen bv. An offer made by the dealer using a digital method does not expire if a timely acknowledgement of receipt by Actys Wonen bv fails to appear.
  • If an order is made in writing by Actys Wonen bv, without a prior offer by the dealer, the agreement will be realised unless the dealer informs Actys Wonen bv in writing and within 10 working days after the date of the order that the order is not accepted.
  • If Actys Wonen bv places an order with the dealer using a digital method, the agreement will be realised unless the dealer informs Actys Wonen bv using a digital method, within 5 working days after the date of the order, that the order is not accepted.
  • If, for the execution of the order, Actys Wonen bv provides or approves designs, specifications, instructions and inspection specifications etc., these shall be part of the agreement.

 

Article 4. Execution of the agreement

  • The dealer is bound to deliver the goods and / or services in the agreed form, quantity and quality on the agreed delivery date and at the agreed location.
  • If the dealer, for the execution of the agreement, is to perform work on the property or locations of Actys Wonen bv, the dealer and its subordinates and non-subordinates shall comply with the instructions and applying prescriptions of Actys Wonen bv and shall perform the work at the hours specified by Actys Wonen bv.
  • The dealer is allowed to outsource the execution to third parties, whether fully or partially, only if prior written consent is obtained from Actys Wonen bv. This consent shall not be denied unreasonably and may come with additional conditions.

 

Article 5. Modifications

  • Unless otherwise agreed in writing, Actys Wonen bv is allowed to modify or supplement a placed order or assignment in writing at all times, even after the realisation of the agreement. The dealer shall execute all modifications and / or supplements made by Actys Wonen bv, if these modifications and supplements are reasonably practicable and the dealer has notified Actys Wonen bv of this within 10 working days.
  • If a modification has, in the dealer’s opinion, consequences for the agreed fixed price and / or delivery date, he shall, prior to processing the modifications, inform Actys Wonen bv in writing as soon as possible, yet at the latest within 8 working days after the notification of the desired modifications. If the dealer fails to comply with this condition, the modified agreement shall be executed according to the originally agreed price, delivery period and other terms.
  • If the results of the modifications and / or changes for the price and / or delivery date are unreasonable in the opinion of Actys Wonen bv, then Actys Wonen bv is authorized to annul or terminate the agreement, without being bound to compensation.

 

Article 6. Transfer of obligations

  • The dealer shall only transfer, object or dispose of obligations (fully or partially) related to the agreement to third parties if prior written consent of Actys Wonen bv is obtained. This consent may come with additional conditions.
  • The dealer is not authorized to outsource its obligations (fully or partially) related to the agreement to third parties, without prior written consent of Actys Wonen bv.
  • In the case of outsourcing (part of) the obligations related to the agreement with the dealer to third parties, the dealer is bound to inform Actys Wonen bv within 8 days of receiving the written consent by Actys Wonen bv, about the further agreements made regarding VAT declarations, wage taxes, and social contributions that are legally prescribed for employers.

 

Article 7. Price and price modifications

  • The agreed prices are based on DDP (Delivered Duty Paid), as defined in the Incoterms 2010. They are, hence, excluding VAT and, unless otherwise agreed in writing, including all costs related to the fulfilment of the dealer’s obligations, which in any case contains the price of the goods / services, packaging costs, taxes, surcharges, assurance and transport and delivery costs to the location indicated by Actys Wonen bv, as well as possible costs related to mounting, installation and training. This list is expressly not restrictive.
  • Prices are fixed, unless the agreement mentions situations that could lead to price modifications, as well as the ways in which these modifications should proceed.
  • The dealer is not authorized to change the agreed price(s) unilaterally.
  • Actys Wonen bv cannot be charged for any offers made.

 

Article 8. Invoicing and payment

  • Payment of the invoice, including VAT, shall be done within 45 days of receiving the invoice and authorisation of, or on behalf of, Actys Wonen bv of the items and possible mounting / installation thereof. Before the payment can be done, the dealer, on first request by Actys Wonen bv, shall prove that he has paid all personnel and employees, or the third parties brought in by the dealer, according to the work they have performed.
  • Actys Wonen bv is authorised to suspend the payment if it notices shortcomings in the items and possible mounting / installation thereof, or if the dealer has failed to fulfil its  obligations otherwise.
  • Actys Wonen bv has the right to deduct any sums the dealer might owe to Actys Wonen bv from the invoice.
  • Payment made by Actys Wonen bv is not an endorsement of the goods delivered.
  • Actys Wonen bv has the right to pay the dealer any sums due for social contributions, VAT, and wage taxes, including social security contributions, for which Actys Wonen, as constructor, could be accountable according to the affiliate liability laws, at all times by transferring the money to his bank account, even if this account may be blocked due to the affiliate liability laws.
  • Without prejudice to the previous clause, the client is authorized at all times to deduct any sums stated in the previous clause, such as social contributions, VAT and wage taxes, including social security contributions, from the contractor’s fee and to pay these sums directly to the industry associations or the receiver of direct taxes, on behalf of the dealer.
  • In cases such as stated in clauses e and f of this article, the client obtains a legal release from the dealer upon paying these sums.
  • In case an agreement has been made to pay on a post-calculation basis, the dealer shall send a specified invoice that follows the guidelines provided by Actys Wonen bv. This invoice shall contain the amount and dates of the days or hours worked (factual and necessary) by the active personnel, as well as a short description of the work performed and a description of the possible travel and accommodation costs for the active personnel, if these are not included in the daily or hourly rates.
  • If Actys Wonen bv challenges the accuracy of an invoice, or part of it, both parties shall enter into consultations to solve the dispute.
  • In case Actys Wonen bv fails to meet a term of payment, or does not pay at all, due to the fact that Actys Wonen bv challenges the accuracy of an invoice, or due to the fact that the dealer has, in the opinion of Actys Wonen bv, failed to meet the requirements as foreseen in the agreement, the dealer shall not have the right to suspend his obligations as stated in the agreement nor to terminate the agreement.

 

Article 9. Property

  • The property of the delivered items transfers to Actys Wonen bv upon delivery or, if necessary, after the mounting or installation thereof.
  • If Actys Wonen bv hands over items to the dealer in order to execute the agreement, including resources, intermediates, materials and parts, models, specifications, designs, software and data carriers, the dealer shall have these mentioned items on loan for the duration of the agreement. The mentioned items shall remain property of Actys Wonen bv. The aforementioned loan may come with additional conditions.
  • If the dealer starts out a new business, making use of the items provided under clause b above, these items remain the property of Actys Wonen bv and the dealer acknowledges this property.
  • The property of data carriers, provided to Actys Wonen bv by the dealer, remains with the dealer, unless he is obliged, following the agreement, to transfer the property of these data carriers to Actys Wonen bv.

 

Article 10. Delivery and delivery periods

  • The delivery will take place at the agreed location and at the agreed time, according to the valid Incoterms 2010 DDP (Delivery Duty Paid).
  • The agreed delivery periods are fixed. If the dealer does not deliver on time, he shall be deemed as being in default.
  • As soon as the dealer knows or should know that the delivery cannot be done in time, properly, or not at all, he shall notify Actys Wonen bv immediately in writing, mentioning the causes, conditions etc. that are the reasons for this failure. This does not affect possible consequences of this failure for the agreement, or the present purchasing conditions and / or legal provisions.
  • Items may only be delivered earlier than agreed after obtaining prior written consent from Actys Wonen bv and this shall not affect the agreed payment date.
  • Actys Wonen bv has the right to postpone. The dealer shall, in such cases, properly wrap, separate and store identifiably, preserve, secure, and insure the items without surcharges until the moment of delivery, as mentioned above in clause a.
  • If the order states that the goods should be delivered to Actys Wonen bv in more than one shipment, or in case of a framework agreement, the dealer shall keep plenty of stock, as to constantly fulfil his requirements towards Actys Wonen bv.
  • Without prejudice to the right Actys Wonen bv has to terminate the agreement, according to Article 13 of these general purchasing conditions, the parties shall discuss whether and how problems can be solved in a way satisfactory for Actys Wonen bv.
  • In case of inspection, checks, and / or testing of items that are part of these general purchasing conditions, this shall not imply purchase, nor authorization by Actys Wonen bv.

 

Article 11. Shortcomings and penalties

  • In case of an accountable shortcoming of the dealer, he shall be deemed as being in default, and Actys Wonen bv shall be authorised, without affecting other rights it may have and without any obligation of paying compensation, to annul or terminate the agreement immediately, or to suspend further execution of the agreement.
  • Without affecting the right to compensation and other legal rights resulting from an accounting shortcoming, Actys Wonen bv has the right to immediately collect a penalty of 0.5% of the total price for every full week, starting from the day of the shortcoming, with a maximum of 5% of the full total that is to be paid by Actys Wonen bv for the delivery. In such a case, Actys Wonen bv is not obliged to prove any damage or loss.
  • Actys Wonen bv is authorized to deduct any interest rates determined by law, and which they may have paid in advance, from the invoices that are due for the period of the default.
  • If the dealer states that he is not to blame for one or more of the shortcomings and Actys Wonen bv accepts this position, Actys Wonen bv is still authorized to terminate the agreement.

 

Article 12. Force majeure

  • In case of force majeure, the dealer has the right to postpone the fulfilment of its obligations related to the agreement for the maximum duration of 2 weeks, provided that the dealer informs Actys Wonen bv of the cause of the force majeure within one week after the incident that led to this situation occurred. If, after these 2 weeks expire, the dealer cannot fulfil its obligations to Actys Wonen bv due to the force majeure, Actys Wonen bv is authorized to terminate or annul the agreement, without any obligation of paying compensation.
  • Force majeure is not accepted in case of: insufficient availability of properly qualified personnel, illness of personnel, strikes, lockouts, insufficient resources, transport problems, distributors that fail to meet obligations, failures in the production process of the dealer, any failures by third parties brought in by the dealer, liquidity and solvency problems of the dealer or of third parties brought in by the dealer, or imminent delays in the execution of the agreement. The aforementioned conditions are, therefore, at the expense and risk of the supplier.
  • The party appealing to force majeure is obliged to, as much as this can reasonably be requested, solve, or facilitate solving any cause of this force majeure.
  • If the dealer, due to force majeure, is definitely unable to fulfil the requirements as stated in the agreement, Actys Wonen bv shall be authorised to fully or partially terminate the agreement in writing at once, without any obligation of paying compensation.

 

Article 13. Termination

  • If the dealer does not fulfil one or more of the requirements as stated in the agreement in a timely manner, proper manner, or not at all, or in case of bankruptcy, appeal to bankruptcy, or (preliminary) suspension of payments procedure and in case of stoppage, withdrawal of any permits, seizure of (part of the) company properties or items necessary for the execution of the agreement, liquidation or takeover or any comparable situation of the dealer’s company, he will be legally in default.
  • In cases such as described in clause a, Actys Wonen bv is authorized to fully or partially terminate the agreement unilaterally, without notice of default or legal intervention, by means of a written notice to the dealer and / or to suspend its payment obligations towards the dealer and / or to dedicate the execution of the agreement fully or partially to third parties. This shall not bind Actys Wonen bv to payment of any compensation, nor shall it affect the other legal and contractual right Actys Wonen bv may have.
  • Termination is done by means of a registered letter or writ addressed to the dealer.
  • Without affecting and notwithstanding all other rights, Actys Wonen bv is authorized to fully or partially terminate the agreement, if the dealer or one of his subordinates or representatives offer or grant any advantage to a person who is part of Actys Wonen bv, or its subordinates or representatives.
  • All claims Actys Wonen bv may have against the dealer in the aforementioned and intended cases, shall be collectable fully and immediately.
  • If the dealer appeals to non accountable shortcomings, Actys Wonen bv is still authorized to terminate the agreement, following the provisions in the previous article.
  • All costs, judicial and extrajudicial, accrued by Actys Wonen bv as a result of unfulfilled, or improper or untimely fulfilment by the dealer, shall come at the expense of the dealer.

 

Article 14. Quality and warranty

  • In compliance with the order and possible accompanying technical specifications and / or in compliance with those matters otherwise agreed upon by the parties, the items to be delivered should:
  • with regard to the quantity, description and quality, match the description found in the order / agreement.
  • be made from reliable parts and made in a reliable way;
  • be similar in all aspects to the samples or models provided or handed over to Actys Wonen bv by the dealer;
  • be able to achieve the results (capacity, efficiency, speed, end result, etc.) as stated in the order / agreement.
  • be totally suited for the goal communicated with the dealer.
  • The dealer guarantees that the delivered items (including packaging) are in compliance with the order / agreement and that the items (including packaging) have the agreed and promised characteristics, are free of faults, are suited for the intended goal and meet safety and health requirements. This list is expressly exhaustive.
  • The dealer guarantees that the items are complete and ready to use. The dealer also guarantees that, among others, all parts, ancillary materials, manuals and instruction booklets necessary for the intended goal Actys Wonen bv has communicated are supplied, even if these are not expressly mentioned.
  • If Actys Wonen bv establishes that the delivered items do not (fully or partially) match those specifications guaranteed by the dealer, following clauses a-c of this article, the dealer will be in default, unless the latter can prove that they cannot be blamed for the shortcomings.
  • The dealer is accountable for any damage to and through items that occurs during the warranty period stated in the order / agreement.
  • Unless Actys Wonen bv agrees that the delivered products that do not meet the specified warranty will be repaired, Actys Wonen bv is authorized to return foresaid goods to the dealer for the latter’s risk and expense. In such cases, Actys Wonen bv is authorised to demand replacement of the products or reimbursement of the purchase price.
  • In order to fulfil the liability obligations, the dealer is obliged to repair items or their faulty parts, or replace them with new units without additional costs and within reasonable time. The dealer shall remain accountable for other damage.
  • If the dealer does not fulfil his obligations, Actys Wonen bv will be authorized, notwithstanding any of its other rights, to take all necessary emergency measures that will make the respective services function according to the agreement, at the expense of the dealer.

 

Article 15. Intellectual and industrial properties

  • The intellectual properties are vested in Actys Wonen bv. The dealer shall transfer any such property to Actys Wonen bv, if applicable. The dealer shall, on first request, cooperate in further carrying out the intended transfer.
  • The dealer acknowledges that by making the transfer intended in clause a, Actys Wonen bv has become / or shall become the sole and complete holder of the unburdened intellectual property rights. To the extent that (any part of) the intellectual property cannot be transferred, the dealer waives the right to appeal to them against Actys Wonen bv. The dealer is not authorized to independently use these properties without prior written consent of Actys Wonen bv.
  • The dealer is not authorised to request or acquire protection based on (intellectual property) laws for these goods or services anywhere in the world without the prior written consent of Actys Wonen bv.
  • The dealer declares and guarantees Actys Wonen bv that the execution of the agreement and the reasonable use of the goods and / or services by Actys Wonen bv will not infringe copyrights and other rights related or connected to this, such as privacy rights of third parties, or illegal use by third parties. This also means that third parties brought in by the dealer for the execution of the agreement cannot claim any rights or financial compensations for these matters. The dealer shall indemnify Actys Wonen bv in these cases against any damage (including all juridical and extra juridical costs) the latter may encounter in these matters.
  • Apart from the agreed price, the dealer does not qualify for any other payments (whatever their name). This also applies in case of reprints or reproductions, or the reuse of (any elements of) the goods and services.
  • Actys Wonen bv is authorised to make changes or additions to the goods or services at its discretion. Actys Wonen bv does not need the dealer’s approval and the dealer waives the right to appeal to any possible (intellectual) properties or other rights related to these, such as privacy rights. The dealer shall, on request, give advice on how to make changes or additions to the goods and / or service. However, Actys Wonen bv is not bound to follow the dealer’s advice.

 

Article 16. Documentation

  • The dealer is obliged to provide Actys Wonen bv with all accompanying documents prior to, or upon, delivery.
  • Actys Wonen bv is free to use this documentation, including the preparation of reproductions for its own use.

 

Article 17. Liability

  • The dealer is obliged to fully compensate any damage that may have occurred to Actys Wonen bv, its subordinates or non-subordinates, that is the result of accountable failure of the delivered items, or due to the fact that they do not meet the requirements as stated in the order / agreement, or any damage that has occurred in relation to the execution of the dealer’s requirements as stated in the agreement.
  • The dealer shall indemnify Actys Wonen bv fully against any consequences, including financial claims made by third parties, including subordinates and non-subordinates of the dealer, arising from damage, both material and otherwise, suffered by this third party due to failure of items delivered by the dealer, or any claims made by third parties that are in any way related to the fulfilment of the dealer’s requirements as stated in the agreement.
  • The dealer shall take out insurance with reputable insurance companies for goods, professional and corporate liability that are adequate and in conformity with the market, and shall remain insured for the benefit of fulfilling its requirements as stated in the agreement.
  • On first request, the dealer shall provide Actys Wonen bv with copies of the respective policies and accompanying policy conditions.
  • In case Actys Wonen bv claims with regard to the delivered achievements, any payment obligations Actys Wonen bv may have shall be suspended, and Actys Wonen bv shall have the right to demand immediate improvements, repairs, replacement and / or additions, without affecting any other legal or contractual rights Actys Wonen bv may have.

 

Article 18. Risk and property transfer

  • The property of the items shall transfer to Actys Wonen bv after these items have been delivered and, if necessary, mounted or installed and approved by Actys Wonen bv.
  • In case Actys Wonen bv provides the dealer with materials such as resources, ancillary materials, tools, designs, specifications and software in order to fulfil the latter’s obligations, these items shall be, and remain, the property of Actys Wonen bv. The dealer shall keep these items separated from objects belonging to himself or third parties. The dealer shall also label these items as being the property of Actys Wonen bv.
  • As soon as the materials belonging to Actys Wonen bv, such as resources, ancillary materials and software, have been processed in items of the dealer, this shall be seen as a new business, the property of which belonging to Actys Wonen bv. This does not affect article 14d.
  • The risk of the items transfers as soon as the delivery and subsequent approval thereof have taken place, following article 16 of these purchasing conditions.
  • If any of the items should be rejected by Actys Wonen bv, the risk of these items shall remain with the dealer.

 

Article 19. Secrecy, prohibition of disclosure and penalties

  • The dealer shall ensure the confidentiality of the existence, nature and contents of the agreement, and any other business information, and shall not disclose anything related to these matters without prior written consent of Actys Wonen bv.
  • The dealer shall guarantee the secrecy from third parties of all business information regarding, among others, operations at Actys Wonen bv and other details of Actys Wonen bv that have been provided or became known to the dealer in any way.
  • The dealer is not authorized to reproduce any business information related to the agreement, nor to making this information available to third parties, except for those details necessary for the execution of the contract and only after obtaining prior written consent from Actys Wonen bv.
  • All data, documents and other business information provided in connection with the agreement to the dealer by Actys Wonen bv, shall remain the property of the latter at all times and shall be returned on first request of Actys Wonen bv, or ultimately upon delivery.
  • The dealer shall also impose the obligations mentioned in this article on personnel and third parties brought in by the dealer for the execution of the agreement and guarantees that they will meet these obligations.
  • In case of infringement of the aforementioned clauses, the dealer shall, without notice of default, forfeit a penalty of 10,000 euros (ten thousand euro) that is collectable immediately and not liable to judicial authorisation. The amount of the penalty is to be paid by the dealer directly after the infringement was noticed and the dealer notified.

 

Article 20 Examination

  • ActysWonen bv or persons and / or institutions appointed by Actys Wonen bv are authorised to examine the production, processing, mounting, installation and storage at all times, also prior to, during and after delivery.
  • On first request of Actys Wonen bv, or of persons and / or institutions appointed by Actys Wonen bv, the dealer shall grant Actys Wonen bv or individuals and / or institutions appointed by Actys Wonen bv access to the location of the production, processing, mounting, installation and storage. The dealer shall cooperate with the examinations free of charge and shall provide all required documents and information for his own account.
  • If an examination as intended in this article cannot take place at the envisaged hour, or is to be repeated due to the dealer’s fault, the expenses arising from this shall come at the expense of the dealer.
  • If upon examination, check, or testing, before, during, or after the production, processing, mounting, installation or storage, the items are rejected, Actys Wonen bv shall notify the dealer in writing.
  • If delivered items are rejected, the dealer shall take care of the repair or replacement of the delivered items. If the dealer does not fulfil these obligations within the amount of time stated in the present article, Actys Wonen bv will be authorized to buy the necessary items from third parties, or to take measures itself or have others take measures at the risk and expense of the dealer.
  • If the dealer does not take back the rejected deliveries, Actys Wonen bv will be authorized to returns these items to the dealer for the latter’s expense.
  • Actys Wonen bv shall notify the dealer of the complaints regarding the delivered items, if the notice thereof is reasonably possible. Actys Wonen bv is not obliged to examine the goods after delivery.

 

Article 21. Packaging

  • The items shall be properly packaged and secured in such a way that, under normal transportation, they reach their destination in working order. The dealer shall, for the benefit of Actys Wonen bv, take out ample insurance against those risks that can reasonably be expected.
  • Actys Wonen bv is authorised at all times to return the (transport) packaging to the dealer at the latter’s expense
  • Processing or destruction of (transport) packaging is the responsibility of the dealer. If, on the dealer’s request, packaging is to be processed or destroyed, this will be at the risk and expense of the dealer.
  • The items to be delivered may not be wrapped in packaging that is, in the opinion of scientific specialists at the time of delivery, harmful to the environment or supposed to be such, or may in any other way poses a threat to safety, wellbeing or health. If these requirements are not met by the dealer, he shall notify Actys Wonen bv.
  • The dealer is bound to provide Actys Wonen bv upon delivery with all manuals and product information, as well as all possible quality labels or certificates in Dutch or English and without additional costs.

 

Article 22. Legal requirements, order, safety and environment

  • The dealer and his employees, as well as third parties brought in by the dealer, are bound to observe all legal requirements regarding safety, health and the environment. Furthermore, any (additional) business rules and regulations regarding safety, health and the environment set by Actys Wonen bv or its clients are to be observed. Upon request, a copy of these rules and regulations is available to the dealer free of charge.
  • The dealer guarantees that the items delivered according to the agreement meet in every way all relevant requirements set by law or other government regulation active at the start of the agreement.
  • The statement of the previous clause also applies to the normal use of goods.

 

Article 23. Personnel, equipment and materials

  • The personnel called in by the dealer for the execution of the agreement shall meet all special requirements set by Actys Wonen bv and / or its clients and shall, if such special requirements are absent, meet general requirements of competence and expertise.
  • In case of insufficiently qualified personnel, in the opinion of Actys Wonen bv, Actys Wonen bv is authorised to demand the removal of these personnel and the dealer shall, in such cases, immediately take care of replacements, observing the statements in clause a of this article.
  • Actys Wonen bv and / or its clients always have the authority to inspect and examine all the materials and equipment the dealer may use for the execution of the agreement and to demand the authority that personnel called in by the dealer for the execution of the agreement shall provide identification.

 

Article 24. Law on the Employment of Foreign Nationals

  • The dealer guarantees that, if and as long as he employs foreign staff, as intended in the Law on Foreigners 2000 (Vreemdelingenwet 2000) and / or the Law on the Employment of Foreign Nationals (Wet Arbeid Vreemdelingen), at Actys Wonen bv:
    • He shall have at his disposal a legally distributed residence permit and / or work permit for these foreigners that allow the dealer to factually employ these foreigners at Actys Wonen bv;
    • This employment is and shall remain in accordance with the Law on the Employment of Foreign Nationals;
    • The foreigners possess valid identification as intended in the Identification Requirement Act (Wet op de Identificatieplicht) and that they can present these documents on first request of Actys Wonen bv.
  • The dealer shall provide Actys Wonen bv prior to the start of the foreigners’ actual employment at Actys Wonen bv with paper or electronic copies of their permits and identification. If these documents are modified in the meantime, the dealer shall immediately provide Actys Wonen bv with a copy of the modified documents. If a document expires in the meantime, the dealer shall notify Actys Wonen immediately in writing. The dealer guarantees that, as soon as one of these documents expires, the respective foreigner shall no longer be employed at Actys Wonen bv.
  • The dealer is obliged to report and ask permission from Actys Wonen bv, in case Actys Wonen bv hires-in personnel.
  • Actys Wonen is authorized to:
    • keep (copies of) documents provided by the dealer in a place and for a period of time of its own choice, in order to be able to always fulfil the retention and identification obligations as described in the Law on the Employment of Foreign Nationals;
    • examine the work documents submitted, before, during, or after employment, by Actys Wonen bv or by third parties assigned by Actys Wonen bv to check whether these documents are valid and complete and are related to the factually present personnel employed by the dealer;
    • provide (copies of) these documents on first request to the officer authorised in these matters by law. Actys Wonen bv shall, if possible, notify the dealer in writing as soon as possible, in case such a request should be made;
    • forbid entry to the company site or to remove the foreigner from the premises immediately, if the requirements stated above in the first and second points are not met;
  • The dealer is accountable for all damage suffered by Actys Wonen bv as a result of the requirements intended in this article being fulfilled insufficiently, in an untimely manner, or not at all.
  • Damage also includes possible fines issued by the Labour inspection (Arbeidsinspectie) or other authorised bodies, as well as costs for other enforcement measures and / or costs of fines issued to Actys Wonen bv and all other costs, including legal assistance, that Actys Wonen bv can reasonably be expected to make in this regard.
  • The dealer shall, on first request, indemnify Actys Wonen bv, its employees, officials and other auxiliary staff, judicially and extra judicially, against the costs of claims made by third parties, fines issued by the Labour inspection (Arbeidsinspectie) or other authorised bodies or other sanctions / enforcement measures and / or costs of other fines issued to Actys Wonen bv, arising from infringement of the active rules and regulations during the employment, including in any case the Law on Foreigners 2000, the Law on the Employment of Foreign Nationals, the Identification Requirement Act and the General Administrative Law Act (Algemene Wet Bestuursrecht), and all other costs, including those for legal assistance.

 

Article 25. Site and buildings of Actys Wonen bv

  • The dealer shall inform himself of the situation on the site and at the buildings of Actys Wonen bv, or the clients of Actys Wonen bv, of where the work is to be performed, prior to the start of the execution of the agreement.
  • Costs arising from the delay of the execution of the agreement that are caused by circumstances as described above are for the risk and the account of the dealer.

 

Article 26. Activities at the site and buildings of Actys Wonen bv

  • The dealer ensures that his presence and that of his personnel at the site and buildings of Actys Wonen bv and / or the clients of Actys Wonen bv, does not form an obstacle to the unhindered continuation of the activities of Actys Wonen bv or those of the client of Actys Wonen bv and third parties.
  • The dealer and his personnel shall inform themselves, prior to the start of the execution of the agreement, of the contents of the rules and regulations regarding, among others, safety, health and the environment observed at the site and buildings of Actys Wonen bv, or its clients, and behave accordingly.
  • A copy of the aforementioned rules and regulations is to be provided by Actys Wonen bv to the dealer upon the latter’s request.

 

Article 27. Dealer obligations

  • The dealer is responsible for the successful completion of the work, independently and under his own responsibility, observing the active rules and regulations regarding, among others, safety and the environment.
  • The work and / or the order / assignment shall be executed well and properly and according to the provisions set out in the agreement.
  • Representatives of the dealer should in principal be available on site during working hours. Their absence, replacement, and accessibility shall be arranged in consultation with Actys Wonen bv.
  • The dealer shall be in possession of a valid certificate of registration from the business association they registered with, as well as a business permit, if applicable. On first request of Actys Wonen bv, the dealer shall show the aforementioned documents.
  • The dealer shall, on first request of Actys Wonen bv, provide the latter with a document containing the (sur)names, addresses, residences, dates and places of birth, social security numbers, and working conditions of all personnel employed by the dealer from week to week.
  • The dealer shall, on first request of Actys Wonen bv, provide the latter with payrolls or man hour accounts of all personnel employed by the dealer. These documents shall be made following a model provided by Actys Wonen bv.
  • The dealer shall strictly observe and fulfil all his obligations to the employees and personnel he employed, or any third parties he brought in.
  • The dealer shall, on first request, always provide Actys Wonen bv with a copy of the declarations regarding payment history with the business association and the recipient of direct taxes.
  • The dealer shall indemnify Actys Wonen bv against claims made by third parties due to the dealer’s failure to fulfil his requirements stated in the agreement, or enforced by law.
  • The dealer shall independently execute the agreement according to state of the art technologies and shall also be responsible for this.
  • Waste and packaging material shall be taken away by the dealer after the fulfilment of his requirements.

 

Article 28. Cooperation with third parties.

If, according to the agreement, the dealer is to adjust his work to the work or services provided by third parties brought in by Actys Wonen bv, the dealer is obliged to negotiate, determine and, subsequently, observe the conditions for cooperation in consultation with these thirds parties and Actys Wonen bv.

 

Article 29. Disputes

Any disputes that may arise from the agreement or following agreements between Actys Wonen bv and the dealer, as well as any disputes regarding these general conditions, shall only be settled by a court with jurisdiction in Amsterdam, The Netherlands.

 

Article 30. Applicable law

The agreement to which the present general purchasing conditions apply shall be governed by Dutch law only. The applicability of the Vienna Convention shall be excluded