General Purchasing Terms & Conditions

General Purchase Terms and Conditions – BraVeBo B.V.

Last update: 24 October 2025

Version: (NL) | v2.0 | 2025-10-24 | EN version

Applicable to all requests, quotations, orders, framework agreements and assignments issued by BraVeBo B.V., Turfberg 6, 2716 LT Zoetermeer (Chamber of Commerce 92396941, VAT NL866028912B01).

Article 1 – Definitions and Applicability

• BraVeBo B.V.: Private limited liability company (B.V. Besloten Vennootschap) in Zoetermeer, Chamber of Commerce 92396941, VAT NL866028912B01.

• Supplier: any party that supplies goods to BraVeBo and/or performs work/services (including subcontractors, engaged individuals and freelancers and self-employed professionals (zzp'ers)).

• Agreement: any offer, purchase order, framework agreement and/or assignment accepted by BraVeBo, including appendices and amendments.

• Goods/Services: items, materials, components, documentation and services, including design, assembly, installation, inspection, maintenance and advice.

• Site Regulations: local house, safety and access rules of BraVeBo and/or end-clients (e.g., ESA/CBRE/EQUANS).

• These purchase conditions apply to all legal relationships with BraVeBo; the Supplier’s general (sales) terms and conditions are explicitly and fully rejected.

Legal Reference: DCC 6:225(3) (battle of forms), DCC 6:248 (supplementary effect).

Article 2 – Hierarchy of Documents

• 1) Purchase Order/Assignment + project-specific appendices/drawings

• 2) Framework Agreement/SLA

• 3) These General Purchase Terms and Conditions

• 4) Supplier’s Quotation

• 5) Other documents

In case of conflict, the higher-ranking document prevails. Amendments only if confirmed in writing by an authorised representative of BraVeBo.

Legal Reference: DCC 6:217 et seq. (offer/acceptance).

Article 3 – Quotations and Formation

• Quotations are non-binding until written acceptance or issuance of a purchase order by BraVeBo.

• Oral commitments do not bind BraVeBo without written confirmation.

• Options/delivery periods are deemed fatal deadlines once accepted.

Legal Reference: DCC 6:217, DCC 6:219, DCC 6:83 (default without notice).

Article 4 – Prices, All-in and Invoicing

• Prices are fixed, all-in and exclusive of VAT, but inclusive of transport, packaging, levies, environmental costs, travel/subsistence, tools, inspections, certificates, as-built and handover files.

• No price indexation unless agreed in writing.

• Invoicing in accordance with Art. 5; without a complete dossier the claim is not due and payable.

Legal Reference: DCC 6:248 (reasonableness), Dutch Turnover Tax Act/Implementation Decree (high-level invoice requirements).

Article 5 – Invoice Requirements, References and Documentation

• Mandatory on the invoice: PO number, GF reference (e.g., GF016-P2599-25999), project name, (sub)location, partial delivery/payment schedule.

• Appendices: hour/material specifications, packing slips, inspection/handover files; reverse charge VAT notice if applicable.

• Invoices without a valid PO + GF or without requested appendices will be rejected; the payment term only starts after written acceptance and a complete dossier.

Legal Reference: Dutch Turnover Tax Act 1968, Arts. 35a–35c (invoice requirements), Dutch Tax Administration invoicing guidelines.

Article 6 – Payment and Set-Off

• Payment within 30 days after correct invoice receipt and proper delivery/handover.

• BraVeBo has the right to suspend payment and set off counterclaims.

• Payment does not imply acceptance or waiver of rights.

Legal Reference: DCC 6:52 (suspension), DCC 6:127 (set-off), DCC 6:119a (commercial interest).

Article 7 – Taxation, Chain Liability and G-Account

• Supplier is fully responsible for wage taxes, VAT, social security contributions and other remittances; Supplier indemnifies BraVeBo against claims and fines.

• BraVeBo may pay (partly) via a G-account and/or withhold amounts for chain liability (WKA) security; Supplier shall provide on request wage tax declarations, payment specifications, NEN-4400 or equivalent, and UBO/Chamber of Commerce data.

• Reverse charge VAT (construction): if applicable, correct statement “VAT reverse charged” and proper administration are mandatory.

Legal Reference: Dutch Collection of State Taxes Act Arts. 34/35 (chain/hirer’s liability), Dutch Turnover Tax Act 1968 Art. 12(3) (reverse charge VAT), Dutch Tax Administration WKA/G-account/NEN-4400 guidance.

Article 8 – Delivery, Risk, Incoterms and Title

• Delivery DDP (Incoterms® 2020) at the designated location, unless agreed otherwise in writing.

• Risk and title pass to BraVeBo only cumulatively after: (i) physical delivery, (ii) written acceptance/inspection by BraVeBo, and (iii) receipt of all required documents (incl. CE/DoP/test reports/as-built/handover file).

• Partial deliveries only with BraVeBo’s prior written consent.

Legal Reference: DCC 7:9 (delivery), Incoterms® 2020 (contractual).

Article 9 – Deadlines and Penalty for Delay

• Delivery periods and execution dates are fatal deadlines.

• Upon exceeding a deadline, the Supplier is in default by operation of law; BraVeBo may claim the following escalating penalty:

Weeks 1–2: 0.2% of the order value per calendar day of delay

Weeks 3–4: 0.5% of the order value per calendar day of delay

From week 5: 1.0% of the order value per calendar day of delay

• The total penalty is capped at 15% of the order value, without prejudice to BraVeBo’s right to terminate and/or engage third parties at Supplier’s expense.

• Impending delay must be reported immediately in writing with a mitigation plan.

Legal Reference: DCC 6:83, DCC 6:91–6:94, DCC 6:265.

Article 10 – Quality, Conformity and Standards

• Goods/Services are new, sound, conform to specification and fit for purpose; they comply with applicable laws, regulations and standards.

• Where relevant: NEN-EN 1366-3, EN 13501-2, ISSO/SBR 809, VCA VOL, NEN 3140.

• On request, Supplier provides test reports, CE/DoP, processing instructions and complete as-built/handover files.

Legal Reference: DCC 7:17 (conformity of sale), DCC 7:758 (work/handover).

Article 11 – Flow-down and Site Regulations (ESA/CBRE/ISSO/NEN/Building Regulations)

• Mandatory compliance with site regulations and principal procedures (e.g., ESA/CBRE/EQUANS) and applicable standards.

Dutch Building Decree 2012 or subsequent Decree on Buildings in the Living Environment (Bbl 2024) depending on scope/year of construction.

NEN-EN 1366-3, EN 13501-2, ISSO/SBR 809, VCA VOL, NEN 3140.

• BraVeBo may conduct audits/inspections; deviations must be remedied immediately and free of charge.

Legal Reference: Dutch building regulations system (Building Decree 2012/Bbl 2024), project-specific standards.

Article 12 – Inspection, Acceptance and Rejection

• Interim inspections/audits/FAT/SAT allowed; acceptance only in writing. Silence does not constitute acceptance.

• In case of rejection: repair/replacement at Supplier’s cost within a reasonable term; rejected items remain at Supplier’s risk/expense.

Legal Reference: DCC 7:758 (handover), DCC 6:74 (non-performance).

Article 13 – Warranties (Supplier’s Guarantee)

• Minimum 24 months warranty on goods and 12 months on workmanship after acceptance, unless a longer factory warranty applies.

• Repair/replacement free of charge, incl. disassembly/assembly, transport and ancillary costs; replacement parts restart the warranty period.

Legal Reference: DCC 7:21 (repair/replacement in sale), contractual.

Article 14 – Subcontracting, Personnel and Safety

• Subcontracting only after prior written consent; Supplier remains fully liable and responsible for performance and compliance.

• Personnel must have appropriate certification (VCA, NEN 3140, first aid where required) and comply with HSE plan, toolbox talks and badge procedures.

• BraVeBo may remove individuals from site in case of violations.

Legal Reference: DCC 7:760 (subcontracting), occupational safety framework (project-based).

Article 15 – No Employment Relationship (DBA Act) and Independent Entrepreneurship

• Supplier acts as an independent entrepreneur with an obligation of result, using its own methods, tools and organisation, free from BraVeBo’s direct supervision; no employment contract or relationship of authority (DCC 7:610 excluded).

• Supplier warrants Chamber of Commerce, VAT number, UBO registration; remits its own wage taxes/contributions and indemnifies BraVeBo for assessments/fines.

• Mandatory insurances: General Business Liability, Professional Liability, Disability Insurance (where appropriate).

• In case of doubt about independence (sham self-employment), BraVeBo may terminate without liability for damages.

Legal Reference: Dutch DBA Act, Dutch Tax Administration guidance on sham contracting, DCC 7:610.

Article 16 – Supplier’s Retention of Title

• Retention of title only accepted for specifically delivered and identifiable items and lapses once items are processed/integrated into the work.

• Retention of title does not restrict BraVeBo’s right to use items for performance towards the end-client.

Legal Reference: DCC 3:92 (retention of title).

Article 17 – Intellectual Property and Licenses

• All intellectual property rights to designs, advice, software, reports, and documentation remain the property of BraVeBo B.V.

• All results (documentation, schematics, drawings, photos, software, configurations) from the assignment vest, to the extent legally possible, in BraVeBo.

• For pre-existing IP, Supplier grants BraVeBo and its principals an irrevocable, worldwide, perpetual and royalty-free licence for use/maintenance/modification for the project and subsequent operation.

• Supplier indemnifies against third-party IP claims.

Legal Reference: Dutch Copyright Act, BCIP (Benelux IP), contractual transfer/licence.

Article 18 – Documentation, Files and Traceability

• Supplier provides complete documentation (e.g. TDS - technical data sheets, safety data sheets, certificates, logbooks, QR/traceability data) prior to handover.

• For fire-resistant sealings: photo report, labelling and seal documentation in accordance with the assignment (e.g. NEN 6075 / EN 13501-2 / EN 1366-3 - 4 / ISSO-SBR 809 / ESA-HIF-ET-PR-2023-001.

Legal Reference: building regulations and applicable NEN/ISSO standards (project-specific).

Article 19 – Insurances and Liability

• Supplier is adequately insured (incl. General Business Liability, where applicable CAR, Professional Liability) and provides policy evidence on request.

• Supplier is liable for all direct damage due to imputable failures, incl. costs of repair/replacement, delay/mitigation and engagement of third parties; lost profit and other indirect damages are compensable to the extent legally permissible and not mandatorily excluded.

• Exclusion of liability for consequential damage does not apply in case of:

Breach of statutory fire safety standards/building regulations.

ESA/CBRE/EQUANS claims for which BraVeBo is held liable and which are attributable to Supplier.

• Supplier indemnifies BraVeBo against third-party claims (incl. defence costs).

Legal Reference: DCC 6:74, DCC 6:162, DCC 6:170/171.

Article 20 – Compliance, Integrity and Privacy

• Compliance with applicable laws and regulations (e.g., Sanctions Act 1977, labour/secondment rules, WKA); no bribery/conflict of interest.

• If (personal) data are processed: compliance with GDPR and Dutch GDPR Implementation Act; a data processing agreement will be concluded upon request; appropriate technical and organisational measures are mandatory.

• Confidential information of BraVeBo and its principals shall be kept strictly confidential.

Legal Reference: GDPR, UAVG, Sanctions Act 1977.

Article 21 – Variations, Additional/Reduced Work

• Variations only upon written instruction by BraVeBo.

• Cost implications must be reported in advance and transparently; no entitlement to compensation without prior written approval.

Legal Reference: DCC 6:248 (reasonableness/equity), contractual.

Article 22 – Confidentiality and Publicity

• All information/drawings/plans/reports/data of BraVeBo are confidential and used solely for the assignment.

• Publicity, references, logo use or site visit reports mentioning BraVeBo or its principals require prior written consent.

Legal Reference: contractual confidentiality; GDPR where personal data are involved.

Article 23 – Termination, Suspension and Termination for Convenience

• In case of imputable non-performance, (application for) bankruptcy/suspension of payments or attachment, BraVeBo may suspend or terminate with immediate effect.

• Termination for Convenience (TFC): BraVeBo may terminate without cause; only demonstrable and pre-approved in writing unavoidable costs are reimbursable; no compensation for lost profit/turnover. Reimbursement is contingent on documentation and mitigation by Supplier.

Legal Reference: DCC 6:265 (termination), DCC 6:271 (effects of termination), contractual TFC.

Article 24 – Suspension/Penalty for File or Reverse Charge Errors

In case of incorrect/incomplete fiscal/invoice data (incl. reverse charge VAT notice) or missing file components (PO/GF, inspection reports, as-built, traceability), BraVeBo may:

• suspend payment until fully rectified,

• recover damages/fines from Supplier,

• in case of repeated failure, impose a penalty pursuant to Art. 9 (delay), without prejudice to other rights.

Legal Reference: Dutch Turnover Tax Act 1968 (reverse charge), Dutch Tax Administration WKA/reverse charge guidance.

Article 25 – Force Majeure

• Only force majeure within the meaning of DCC 6:75 entitles to an extension; must be reported immediately and substantiated.

• Not deemed force majeure: price increases, inflation, liquidity problems, strikes at subcontractors, shortage of materials/personnel.

• Force majeure > 30 days: BraVeBo may terminate (partially) free of charge and procure elsewhere.

Legal Reference: DCC 6:75.

Article 26 – Assignment, Audit and Access

• Assignment of rights/obligations by Supplier to third parties requires BraVeBo’s prior written consent.

• BraVeBo and/or its principal may conduct an audit of compliance; Supplier shall cooperate and provide access.

Legal Reference: contractual audit/access; privacy in accordance with GDPR.

Article 27 – Cession and Pledge (Claims)

• Claims against BraVeBo may not be assigned/transferred/pledged and no limited right may be created without prior written consent of BraVeBo.

• Actions contrary to this have no legal effect vis-à-vis BraVeBo.

Legal Reference: DCC 3:83, DCC 3:94, DCC 3:239 (claims/cession/pledge).

Article 28 – Governing Law and Forum

• Dutch law exclusively applies.

• Disputes shall be submitted to the competent court in The Hague, without prejudice to the right to summary proceedings or conservatory measures.

Legal Reference: Brussels I bis (if cross-border), contractual forum selection.

Article 29 – Non-competition, Non-solicitation and Non-circumvention

• Non-competition (project/relationship specific): during the assignment and 12 months after (partial) handover, Supplier shall not offer/perform services that directly undermine BraVeBo’s assignment with the same end-client, bypassing BraVeBo, for the same scope/locations. Limited to the project, BraVeBo’s known end-client(s) and agreed scope; general market activity remains free.

• Non-solicitation of personnel: no active solicitation/hiring/engagement of BraVeBo employees or fixed freelancers and self-employed professionals (zzp'ers) without prior written consent, during the assignment and 12 months thereafter.

• Non-circumvention (relationship protection): no direct contracting with clients/end-clients introduced by BraVeBo for the same or subsequent services without written consent.

• Penalty: €25,000 per breach + €1,000 per day of continuation, without prejudice to full compensation and immediate provisions in summary proceedings.

Legal Reference: DCC 6:91–6:94 (penalty clause), summary proceedings.

Article 30 – Competition and No Collusion (Tenders)

• Supplier complies with competition law and refrains from cartel agreements, price alignment, market/client allocation, cover bidding or other collusion.

• Breach entitles BraVeBo to immediate termination, suspension, claw-back and damages, without prejudice to sanctions by authorities.

Legal Reference: Dutch Competition Act, TFEU 101/102 (high level).

Article 31 – Survival

• Provisions intended by their nature to survive termination (e.g., warranties, indemnities, IP, confidentiality, compliance, forum selection) remain in force.

Legal Reference: contractual survival.

Article 32 – Language and Precedence

• These conditions are drawn up in Dutch and in English.

• In case of any difference in interpretation, the Dutch version prevails; the English version is for information.

Legal Reference: contractual (language priority).

Article 33 – Final Provisions

• Nullity/invalidity of any provision does not affect the validity of the remaining provisions; parties shall replace the invalid provision with a valid one that most closely reflects its intent.

• BraVeBo may amend these purchase conditions; the amended version applies to future assignments and will be published with an effective date.

• The amended version will be published with an effective date at https://www.bravebo.nl/voorwaarden/algemeneinkoopvoorwaarden_en

• Only authorised representatives of BraVeBo may deviate from these conditions in writing.

Legal Reference: DCC 3:40 (nullity), contractual amendment/deviation.

Closing

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