Policy statement

GENERAL PURCHASE TERMS AND CONDITIONS of J. de Jonge Lease B.V.,

having its registered office at Koningin Wilhelminahaven ZZ 18, 3134 KG Vlaardingen, the Netherlands, and all of its Group Companies.

Article 1 – Definitions
1.1 For the purposes of these General Purchase Terms and Conditions, the following terms shall have the meanings set out below:
“Customers”: purchasers, customers, clients, principals, and other business relations of the Client;
“Group Companies”: legal entities and companies as referred to in Sections 2:24a, 2:24b and/or 2:24c of the Dutch Civil Code (Burgerlijk Wetboek), and, in relation to J. de Jonge Lease B.V., in any event including:
– Lexrent B.V., having its registered office at Motorenweg 12, 2623 CR Delft, the Netherlands (Chamber of Commerce no. 72210710);
“Purchase Terms and Conditions”: these General Purchase Terms and Conditions of J. de Jonge Lease;
“Intellectual
Property Rights”: all intellectual property rights, including but not limited to copyrights, design rights, trademark rights, patent rights, know-how, and claims arising from slavish imitation and/or unfair competition;
“J. de Jonge Lease”: J. de Jonge Lease B.V. and/or the relevant Group Company or Group Companies, as applicable;
“Supplier”: the (potential) contracting party of J. de Jonge Lease in connection with the purchase of goods and services and the awarding of Works;
“Delivery”: the goods, products, services, or Works to be delivered or performed;
“Materials”: all materials, components, equipment, machinery, and other items that form part of, or are intended to form part of, the Works;
“Equipment”: all tools, instruments, means of transport, and other aids required for the performance of the Works;
“Client”: J. de Jonge Lease B.V. and/or the relevant Group Company or Group Companies, as applicable;
“Agreement”: the agreement entered into between the Client and the Supplier;
“Products”: the products to be delivered under the Agreement;
“Works”: the performance of works, services, and the supply of Materials in connection with a contract for works;
“Services”: the (assembly/installation) works, the (maintenance) services, and the deliveries performed pursuant to the Agreement;
“Work Site”: all sites and buildings where the Services are carried out in accordance with the Agreement.

Article 2 – General Provisions
2.1 The applicability of any general terms and conditions used by the Supplier is hereby expressly rejected.
2.2 The Purchase Terms and Conditions apply to all legal relationships of J. de Jonge Lease in which J. de Jonge Lease acts as a (potential) purchaser of goods and services and/or as a contracting authority for Works.
2.3 Deviations from the Purchase Terms and Conditions shall only be valid if expressly agreed in writing with a person duly authorized by J. de Jonge Lease.
2.4 For the purposes of these Purchase Terms and Conditions, “in writing” shall in any case include: contract, letter, fax, email, or any other written document.

Article 3 – Agreement
3.1 All offers made by the Supplier are irrevocable and remain valid for a period of six (6) months after receipt.
3.2 All negotiations may be terminated exclusively by J. de Jonge Lease, at any time, without stating reasons and without any obligation on the part of J. de Jonge Lease to pay compensation.
3.3 An agreement or any amendment thereto between J. de Jonge Lease and the Supplier shall only be concluded if the Supplier has signed and returned the order form of J. de Jonge Lease, if J. de Jonge Lease has accepted an offer from the Supplier in writing, or if the Supplier has commenced performance of the Delivery in accordance with the order form of J. de Jonge Lease. J. de Jonge Lease may revoke an order placed by it as long as the Supplier has not signed and returned the order form of J. de Jonge Lease.
3.4 If provisions agreed upon in the agreement between J. de Jonge Lease and the Supplier deviate from the provisions of the Purchase Terms and Conditions, the specific provisions of the agreement shall prevail.
3.5 If the agreement or its annexes refer to technical, safety, quality, or other regulations that are not attached to the agreement, the Supplier shall be deemed to be familiar with such regulations, unless the Supplier immediately notifies J. de Jonge Lease in writing to the contrary. In that case, J. de Jonge Lease shall provide further information regarding such regulations.
3.6 The ISO 9001:2015 standards apply to the Agreement. The Supplier is required to remain ISO 9001:2015 certified for the duration of the Agreement.
3.7 If, in the performance of the Agreement, use is made of drawings, specifications, instructions, inspection regulations, or similar documents provided by or approved by J. de Jonge Lease, these shall form part of the Agreement. J. de Jonge Lease provides no guarantees regarding the accuracy, completeness, or otherwise of the aforementioned documents, and the Supplier hereby waives in advance any right to rely on such documents as a basis for claims relating to additional or reduced work.
3.8 Additional and/or reduced work shall only be accepted by J. de Jonge Lease if agreed in writing (prior to commencement of the Works) by a person authorized by J. de Jonge Lease, failing which such work shall be rejected.
3.9 Quotations are unconditional and free of charge, unless otherwise agreed in writing by the parties.
3.10 If J. de Jonge Lease has previously provided the Supplier with a copy of the General Purchase Terms and Conditions in earlier assignments, or has informed the Supplier where these General Purchase Terms and Conditions may be inspected, the Supplier shall be deemed to have taken note of these conditions. A Supplier who has once contracted on the basis of these General Purchase Terms and Conditions hereby agrees in advance that these Purchase Terms and Conditions shall apply to all future agreements between the Supplier and J. de Jonge Lease (or its Group Companies).
3.11. The contractual and/or delivery term shall be determined in the Agreement. (Long-term) agreements are entered into for a fixed period and shall terminate by operation of law. J. de Jonge Lease does not agree to any tacit renewal of Agreements. No later than two (2) months prior to the expiry of such term, the Supplier shall contact J. de Jonge Lease in order to agree, if desired, on a new contractual and/or delivery term.

Article 4 – Delivery Time and Delivery
4.1 Delivery shall take place Delivered Duty Paid (DDP – Incoterms® 2010; carriage paid including duties) at the address specified by J. de Jonge Lease, unless otherwise agreed in writing. The Supplier shall comply with the regulations and instructions applicable at the specified address.
4.2 Time shall be of the essence (essential condition), and the agreed delivery time(s) shall therefore be strict. In the event of any failure to meet the agreed (delivery) deadline, the Supplier shall be in default by operation of law, without any further (written) notice of default being required.
4.3 If a penalty has been stipulated for late (delivery), such penalty shall not replace the right to statutory damages. J. de Jonge Lease shall be entitled, in addition to the penalty, to demand performance, compensation for damages, and termination of the Agreement.
4.4 If and insofar as no further arrangements regarding the penalty have been made in the foregoing article, the following shall apply: 1% of the order value for each day of delay, with a minimum of €250, up to a maximum of 20%.
4.5 If timely performance by the Supplier becomes impossible or is likely to become impossible, the Supplier shall immediately inform J. de Jonge Lease thereof.
4.6 The Supplier shall only be entitled to make partial deliveries if these have been agreed with J. de Jonge Lease and do not result in increased costs. J. de Jonge Lease shall be entitled to return any non-agreed partial delivery or deliveries at the Supplier’s expense and risk. Earlier (delivery) than agreed shall only take place with the prior written consent of J. de Jonge Lease and shall not result in any amendment to the originally agreed payment or warranty terms.
4.7 If J. de Jonge Lease, due to force majeure, default by its customers, postponement of delivery to its customers, or non-performance or cancellation of orders by customers, is unable to accept the Delivery at the agreed time, the Supplier shall postpone the (delivery) without additional costs for a reasonable period to be determined by J. de Jonge Lease. The Supplier shall store the goods properly packaged, separately identifiable, secured, and insured.
4.8 The Client shall in no event be liable for any damage suffered by the Supplier as a result of the Client not accepting the products, or not accepting them in a timely manner.

Article 5 – Packaging and Transport
5.1 The Supplier is obliged to properly package the Delivery and shall be liable for any damage caused by inadequate or defective packaging.
5.2 Any specific requirements imposed by J. de Jonge Lease with regard to packaging, transport, and/or security shall be carefully observed by the Supplier. If the applicable regulations and provisions, and the aforementioned requirements, are not complied with, J. de Jonge Lease shall be entitled to return the Delivery to the Supplier at the Supplier’s expense and risk.
5.3 The Supplier undertakes, at its own expense and risk, to take back any packaging materials used by the Supplier at the request of J. de Jonge Lease. J. de Jonge Lease shall also be entitled to return such packaging materials to the Supplier at the Supplier’s expense. The Supplier shall be responsible for the proper care, storage, safeguarding, and supervision of any returnable packaging made available by J. de Jonge Lease and shall return such packaging to J. de Jonge Lease free of charge upon request.

Article 6 – Transfer of Title and Risk
6.1 Ownership of the Delivery shall transfer to J. de Jonge Lease at the moment the risk transfers to J. de Jonge Lease in accordance with DDP (Incoterms® 2010). Failing this, ownership shall transfer upon (delivery) to J. de Jonge Lease at the agreed place of delivery. If J. de Jonge Lease makes payments prior to delivery, ownership of the Delivery shall transfer to J. de Jonge Lease in proportion to the amount paid, at the time of payment.
6.2 If installation or assembly by the Supplier has been agreed, the Supplier shall bear the risk until the installed/assembled Delivery has been accepted by J. de Jonge Lease in accordance with Article 13 of the Purchase Terms and Conditions, or, if no acceptance test has been agreed, until the Delivery has been put into operation.
6.3 If J. de Jonge Lease provides goods to the Supplier for the performance of the Agreement, including but not limited to raw materials, semi-finished products, materials and components, models, specifications, drawings, software, and data carriers, such goods shall remain the property of J. de Jonge Lease. The Supplier shall hold these goods as a borrower for use, clearly marked as the property of J. de Jonge Lease, in good condition and at its own expense, and shall bear the risk of loss and/or destruction of these goods. The Supplier shall ensure, at its own expense, that these goods are insured for the entire period during which they are made available for use. The Supplier shall use, or cause to be used, these goods exclusively for the performance of the Agreement. The Supplier shall return these goods to J. de Jonge Lease without delay and at its own expense after completion or termination of the Agreement, and in all other cases upon first request of J. de Jonge Lease.
6.4 If the Supplier creates a new item using the goods made available to it in accordance with Article 6.3 of these Terms and Conditions, such items shall be deemed to have been created by J. de Jonge Lease for itself, and the Supplier shall hold such items for J. de Jonge Lease as owner.
J. de Jonge Lease B.V. & Lexrent B.V. Koningin Wilhelminahaven Z.Z. 18 version juli 2021 3134 KG Vlaardingen

Article 7 – Prices
7.1 All prices are exclusive of VAT, fixed, and based on delivery in accordance with DDP (Incoterms® 2010), including all costs such as transport costs, insurance, packaging, courier risk, returnable packaging, and import duties.
7.2 Any additional costs that have not been expressly accepted in writing in advance by J. de Jonge Lease shall not be eligible for reimbursement.

Article 8 – Payment

8.1 The Supplier shall submit itemized invoices (including the order number) to J. de Jonge Lease within thirty (30) days after (delivery) or acceptance. If a complete itemized invoice has not been provided to the Client within forty-five (45) days after (delivery) or acceptance, a discount of 1% of the invoiced amount per day of delay shall be applied in favor of the Client from the forty-sixth (46th) day onwards, up to a maximum of 100%.
8.2 Payment shall be made within sixty (60) days after receipt of the invoice.
8.3 Payment by J. de Jonge Lease shall not constitute acceptance that the Delivery complies with the Agreement.
8.4 In the event of late performance, J. de Jonge Lease must be given written notice of default.
8.5 J. de Jonge Lease shall be entitled to set off any monetary claims of the Supplier and/or any of the Supplier’s Group Companies against claims, including any penalties due, of J. de Jonge Lease and/or its Group Companies against the Supplier and/or any of its Group Companies.
8.6 In the event of advance payment and/or installment payments, J. de Jonge Lease shall be entitled to require a bank guarantee, a right of pledge or non-possessory pledge over the Materials and products manufactured therefrom and present at the Supplier, or a similar form of security.
8.7 In the event of disputed invoices, the payment term shall not apply. In such case, the Client undertakes to inform the Supplier within one week of the amount of the disputed claim.
8.8 Exceeding any payment term by J. de Jonge Lease, or non-payment of any invoice by J. de Jonge Lease on the grounds referred to in the foregoing paragraph, shall not entitle the Supplier to suspend or terminate its performance.

Article 9 – Warranty and Indemnification
9.1 The Supplier shall be obliged to inform itself of the purpose of the Delivery, failing which it shall be deemed to be aware of (a) the purpose for which the Delivery is intended and (b) the circumstances under which the (delivery) is to take place.
9.2 The Supplier warrants that:
(a) the Delivery is complete and suitable for the purpose for which it is intended;
(b) the Delivery fully complies with the written requirements as set out in the order, specifications, drawings, calculations, and/or other documents provided by J. de Jonge Lease;
(c) the Delivery is of good quality and free from design, workmanship, and/or material defects, and that new materials and skilled personnel are used and/or deployed in the performance of the works relating to the Delivery;
(d) the Delivery complies at least with the relevant regulations of the European Union, regardless of whether the Delivery is used within or outside the European Economic Area (EEA), as well as with the locally applicable statutory requirements and government regulations at the place of use;
(e) it shall deliver the agreed result, regardless of whether the Delivery consists of goods or services;
(f) the Delivery includes all relevant certificates, declarations, (as-built) certificates, installation instructions, operating manuals, user instructions, specifications, drawings, calculations, reports, fiscal data, and other documentation;
(g) insofar as the Delivery is performed at a location outside the Supplier’s premises and/or business sites, all laws and government regulations applicable at that location, as well as the regulations declared applicable by J. de Jonge Lease or its client for that location, shall be complied with.
9.3. The Supplier warrants that the Delivery does not infringe any third-party rights, including intellectual and/or industrial property rights and know-how, and fully indemnifies J. de Jonge Lease against any third-party claims in this respect.
9.4 The Supplier warrants that components of the Delivery, as well as the maintenance required to keep the Delivery in good condition, can be procured by J. de Jonge Lease from the Supplier for a period of ten (10) years, at market-conform prices.

Article 10 – Warranty Period / Remedy of Defects
10.1 Defects discovered within a period of thirty-six (36) months after (delivery), or, if J. de Jonge Lease and the Supplier have agreed on an acceptance test, twenty-four (24) months after acceptance by J. de Jonge Lease, shall be remedied by the Supplier in accordance with the provisions of this Article 10.
10.2 In the event of repair or replacement during the warranty period, the warranty period for the repaired or replaced items, as well as for all items that were unusable as a result of the defect, shall recommence as of the moment of recommissioning or putting into operation after repair or replacement.
10.3 The Supplier shall be obliged to remedy defects as soon as possible, and in any event within the reasonable period specified by J. de Jonge Lease, by means of repair or replacement, at the discretion of J. de Jonge Lease, at the location designated by J. de Jonge Lease, unless J. de Jonge Lease indicates that it will itself arrange for repair or replacement. In such case, the provisions of Article 10.4 of the Purchase Terms and Conditions shall remain fully applicable.
10.4 The Supplier shall bear all costs required to remedy defects under the warranty or non-conformity, including but not limited to material costs, transport costs, storage costs, insurance costs, travel and accommodation expenses, dismantling and assembly costs, and other labor costs.
10.5 In the event of failure by the Supplier to properly comply with its repair obligation and/or to do so within the specified period, as well as in urgent cases, J. de Jonge Lease shall be entitled to take the necessary measures itself or have such measures taken by third parties at the Supplier’s expense and risk, and shall inform the Supplier thereof as soon as possible.
10.6 Ownership and risk of the replaced items shall vest in the Supplier as of the moment of replacement. The Supplier shall be obliged to collect or have collected such items without delay, unless J. de Jonge Lease requests that such items be retained (for investigation purposes).
10.7 The Supplier acknowledges that J. de Jonge Lease supplies the Delivery to its customers worldwide. This shall not preclude a warranty or non-conformity claim by J. de Jonge Lease, and in such case the Supplier shall remedy the defects in accordance with the provisions of this Article 10. J. de Jonge Lease shall also be entitled to assign the rights under the warranty to its customers.
10.8 The provisions of this Article 10 of the Purchase Terms and Conditions shall not relieve the Supplier of its liability under statutory law.

Article 11 – Complaints
11.1 J. de Jonge Lease shall not be obliged to inspect, or have inspected, the delivered/installed Delivery upon (delivery). J. de Jonge Lease shall notify the Supplier in writing of any defect or non-conformity within two (2) months after discovery thereof. Section 7:761 of the Dutch Civil Code shall not apply. The Supplier shall then remedy the defects within a reasonable period specified by J. de Jonge Lease, in accordance with the provisions of Article 10 of the Purchase Terms and Conditions.

Article 12 – Inspection
12.1 The Client shall at all times be entitled to inspect and reject Deliveries. Inspection, including testing, of the Delivery may take place by or on behalf of the Client, at the Client’s request, at the Supplier’s premises prior to (delivery), at the Client’s premises after (delivery), or at the Customer’s premises after (delivery).
12.2 Inspection of the Delivery may take place by or on behalf of, or at the request of, J. de Jonge Lease at the Supplier’s premises prior to (delivery), at J. de Jonge Lease after (delivery), or at the Customer after (delivery). If the inspection takes place at the Supplier’s premises, the Supplier shall ensure that the Delivery is ready for inspection at such time that the agreed (delivery) deadlines can be met.
12.3 The Supplier shall cooperate fully with the inspection without any additional costs for J. de Jonge Lease and shall, at the request of J. de Jonge Lease, make reasonable personnel and material assistance available for the inspection. All costs for or in connection with the inspection, with the exception of the costs of personnel and representatives of J. de Jonge Lease, shall be borne by the Supplier. If the inspection is delayed through no fault of J. de Jonge Lease, or if the Delivery is rejected during inspection, all additional costs and all costs of subsequent inspections (including the costs of personnel and representatives of J. de Jonge Lease) shall be borne by the Supplier.
12.4 If J. de Jonge Lease rejects the Delivery during inspection, the Supplier shall be obliged to immediately submit the missing, repaired, or replacement Delivery for inspection, without prejudice to all other rights of J. de Jonge Lease. In such case, the provisions of this Article 12 of the Purchase Terms and Conditions shall apply in full. Rejection by J. de Jonge Lease shall not result in postponement of the agreed (delivery) deadline.
12.5 Inspection of the Delivery by or on behalf of J. de Jonge Lease shall not constitute acceptance that the Delivery complies with the warranties set out in Article 10 of the Purchase Terms and Conditions and/or conforms to the Agreement.
12.6 J. de Jonge Lease reserves the right, prior to processing the delivered Materials, to reject the Delivery on the basis of a visual inspection if there are disturbing visual deviations compared to deliveries of similar materials, and to require the Supplier to replace the rejected materials free of charge.

Article 13 – Acceptance Test
13.1 If an acceptance test has been agreed between J. de Jonge Lease and the Supplier, the Supplier shall present the delivered or installed Delivery for an acceptance test on the date and at the time agreed between the parties, in order to determine whether the Delivery fully complies with the Agreement. The parties shall jointly determine in advance the procedure according to which the acceptance test will be carried out. The Supplier shall not present the delivered/installed Delivery for the acceptance test if it knows or can reasonably be expected to know that the delivered/installed Delivery will not successfully pass the acceptance test.
13.2 The acceptance test shall be deemed to have been successfully completed if the Supplier has received a written notification to that effect from J. de Jonge Lease, possibly specifying minor defects that do not prevent the use of the delivered/installed Delivery. Such minor defects shall be remedied by the Supplier free of charge within five (5) working days after receipt of the aforementioned written notification.
13.3 If the acceptance test is not successfully completed, the Supplier shall, within five (5) working days after the acceptance test, modify the delivered/installed Delivery free of charge in such a way that it will successfully pass a subsequent acceptance test. Thereafter, the delivered/installed Delivery shall again be subjected to an acceptance test in accordance with the provisions of this Article 13 of the Purchase Terms and Conditions. All costs associated with this new acceptance test shall be borne by the Supplier.
13.4 The third written notification by the Client that the acceptance test has not been successfully completed shall constitute a notice of default. If an acceptance test is not successfully completed more than three times, J. de Jonge Lease shall be entitled to terminate the Agreement with the Supplier (extrajudicially), without being obliged to compensate any costs and/or damages.
J. de Jonge Lease B.V. & Lexrent B.V. Koningin Wilhelminahaven Z.Z. 18 version juli 2021 3134 KG Vlaardingen

Article 14 – Liability
14.1 The Supplier shall fully indemnify and hold harmless J. de Jonge Lease against all damage (including damage to property, personal injury, and/or business interruption), suffered by J. de Jonge Lease, its personnel, and/or its customers, arising from or as a result of breach of contract and/or unlawful act by the Supplier, its personnel, and/or its auxiliary persons. This shall also include damage arising from the presence, use, or transportation to and/or from the site of any property of the Supplier involved in the performance of the Agreement.
14.2 J. de Jonge Lease shall not be liable for any damage whatsoever in connection with the Agreement, unless such damage is the result of willful misconduct and/or gross negligence on the part of J. de Jonge Lease. The Supplier shall fully indemnify and hold harmless J. de Jonge Lease against any claims for damages, including claims by third parties. If a third party brings a claim in this regard against J. de Jonge Lease, J. de Jonge Lease shall immediately notify the Supplier thereof and provide the relevant information.

Article 15 – Insurance
15.1 The Supplier shall ensure that it maintains adequate insurance coverage for any liabilities arising from the Agreement with J. de Jonge Lease and/or pursuant to statutory law. Such insurance shall be taken out with a reputable insurer, on terms that do not materially deviate from customary market conditions, and for an insured amount of at least EUR 5,000,000 (five million euros). Upon first request, J. de Jonge Lease shall be entitled to inspect the insurance policies. If, on the basis thereof, J. de Jonge Lease is of the opinion that additional insurance coverage is required, the Supplier shall arrange such additional insurance at the first request of J. de Jonge Lease.
Furthermore, the Supplier shall notify J. de Jonge Lease promptly and in advance of any changes to the insurance coverage, continuation, or termination thereof. The Supplier shall pay the insurance premiums in a timely manner and shall provide proof thereof to J. de Jonge Lease without delay.

Article 16 – Industrial / Intellectual Property Rights and Confidentiality
16.1 All (intellectual/industrial) property rights in the Delivery, drawings, specifications, manuals, documentation, samples, software, etc., made available to the Supplier by J. de Jonge Lease or a Customer, or created by the Supplier as part of the Agreement, shall vest fully in or accrue exclusively to J. de Jonge Lease. No separate compensation shall be due for this, and J. de Jonge Lease shall be free to dispose of such rights at its discretion. The Supplier shall cooperate in the execution of any necessary deeds of transfer — including with regard to (intellectual/industrial) property rights — and hereby grants J. de Jonge Lease an irrevocable power of attorney to prepare and execute (sign) such deeds on behalf of the Supplier.
16.2 If the Delivery consists of the development and/or modification of software, the Supplier shall, upon first request of J. de Jonge Lease, provide J. de Jonge Lease free of charge with the object code, source code, and all related documentation. These shall be made available in such a manner that J. de Jonge Lease can make effective use thereof without further effort.
16.3 The Supplier shall be obliged to maintain confidentiality towards third parties with respect to (a) all data/information/rights/items referred to in Articles 16.1 and 16.2 of these Purchase Terms and Conditions, and (b) all other data/information/rights/items provided by J. de Jonge Lease or otherwise made known to the Supplier concerning J. de Jonge Lease, its Customers/clients or other relations, or the Delivery. Such information shall be used solely for the performance of the Agreement, and no copies shall be made without the prior written consent of J. de Jonge Lease. The Supplier shall impose this obligation on all subordinate and non-subordinate parties who gain access to such information and shall guarantee their compliance. If no Agreement is concluded, or if an Agreement is terminated or expires, the Supplier shall immediately return everything received from J. de Jonge Lease at its own expense.
16.4 All orders issued by J. de Jonge Lease are confidential and shall not be disclosed by the Supplier for publicity or sales-promotional purposes, unless prior written consent has been obtained from J. de Jonge Lease.
16.5 The Supplier hereby waives, also on behalf of its personnel, any moral rights (persoonlijkheidsrechten) as referred to in Article 25(1) of the Dutch Copyright Act (Auteurswet), to the extent that such waiver is legally permissible. The Supplier warrants that it is authorized to effect such waiver also on behalf of its personnel.
16.6 The Supplier shall only be entitled to use the materials, documents, software, and information provided by the Client if and insofar as necessary for the performance of its obligations under the Agreement during the term thereof, subject to revocation by the Client.
16.7.
In the event of an alleged infringement of third-party Intellectual Property Rights, the Supplier shall, at its own expense, take all measures that may contribute to preventing disruption of the business operations of the Client and/or its Customers and to limiting any costs and/or damage incurred by the Client as a result thereof.
16.8 If the Client provides software to the Supplier, the Client shall be entitled to implement technical measures to protect such software in connection with agreed limitations on the scope or duration of the right to use the software. The Supplier shall not be permitted to remove, cause the removal of, or circumvent such technical measures.
16.9 If no Agreement is concluded, or if the Agreement is terminated or expires, the Supplier shall immediately return all confidential information to the Client at its own expense, or, if return is not possible, destroy such information. In that case, the Supplier shall provide the Client with written proof of destruction within five (5) working days after submission of the request.

Article 17 – Suspension and Termination
17.1 In the event of a failure by the Supplier to perform its obligations under the Agreement, and in the event of suspension of payments, bankruptcy, cessation, or liquidation of the Supplier’s business, J. de Jonge Lease shall be entitled, without prior notice of default, to terminate the Agreement in whole or in part (extrajudicially), without being liable for any costs and/or damages, and without prejudice to any other rights of J. de Jonge Lease.
Without prejudice to the foregoing, J. de Jonge Lease shall at all times be entitled to terminate the Agreement in whole or in part. In such case, J. de Jonge Lease shall only compensate the Supplier for the costs incurred prior to termination and related to performance in accordance with the Agreement, supplemented by an amount for overhead and profit to be determined exclusively by J. de Jonge Lease.
17.2 If, in the opinion of J. de Jonge Lease, there are reasonable grounds to fear that the Supplier will not properly or timely fulfill its obligations towards J. de Jonge Lease, the Supplier shall, at the first request of J. de Jonge Lease, immediately provide adequate security, in the form required by J. de Jonge Lease, for the full performance of all its obligations.
17.3 All claims that J. de Jonge Lease has or may acquire against the Supplier in the cases referred to in this Article 17 shall become immediately due and payable in full.
17.4 All extrajudicial costs, expressly including the sending of reminder notices, the making of (settlement) proposals, and other preparatory actions, as well as all judicial costs incurred by J. de Jonge Lease as a result of the Supplier’s failure to perform, shall be borne by the Supplier.

Article 18 – Force Majeure

18.1 In the event of temporary force majeure, the Supplier may suspend the performance of its obligations for a reasonable period not exceeding four (4) weeks, provided that the Supplier immediately notifies J. de Jonge Lease after the occurrence of the force majeure event, stating the cause thereof. If, after the expiry of this four (4) week period, the Supplier is unable to perform its obligations, J. de Jonge Lease shall be entitled to terminate the Agreement (extrajudicially) without being obliged to compensate any costs or damages.
18.2 In the event of permanent force majeure on the part of the Supplier, the Supplier shall immediately notify J. de Jonge Lease thereof, and J. de Jonge Lease shall be entitled to immediately terminate the Agreement (extrajudicially) without being obliged to compensate any costs or damages.
18.3 In any event, and without limitation, the following circumstances shall be at the Supplier’s risk and shall not qualify as force majeure: strikes, lockouts, labor disputes, shortage of personnel, illness, shortage of raw materials, shortage of Materials, shortage of Equipment, transport problems, failure by suppliers to perform their obligations, and disruptions in the Supplier’s production process.

Article 19 – Assignment, Transfer and Pledge
19.1 The Supplier shall not be entitled, without the prior written consent of J. de Jonge Lease, to assign or transfer the performance of the Agreement or any part thereof to third parties, nor to assign, pledge, or otherwise transfer ownership of any claims that the Supplier has against J. de Jonge Lease under the Agreement, under any title whatsoever.

Article 20 – Personal Data
20.1 In the performance of its obligations under the Agreement, the Supplier shall comply with all applicable laws and regulations relating to the protection of personal data of J. de Jonge Lease (such as employees, customers, and clients), in particular the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (Uitvoeringswet Algemene verordening gegevensbescherming).
20.2 Any Supplier that stores, uses, retrieves, or otherwise processes Personal Data shall be deemed a processor within the meaning of the GDPR. The Supplier shall only process Personal Data after having entered into a Data Processing Agreement with J. de Jonge Lease. The Supplier shall maintain a record of the processing activities it carries out on behalf of J. de Jonge Lease and, where applicable, under joint controllership. The Supplier shall allow J. de Jonge Lease (or a third party engaged by it) to audit compliance with privacy regulations at the Supplier.
20.3 The Supplier shall not retain Personal Data longer than necessary and shall destroy such data upon request.

Article 21 – Security Requirements and Data Breaches
21.1 In order to ensure the confidentiality, integrity, and availability of the data processed by the Supplier or to which the Supplier has access, the Supplier shall demonstrably implement appropriate and effective technical and organizational measures. Taking into account the state of the art and the associated costs, such measures shall be appropriate to the nature of the Personal Data being processed and shall protect Personal Data against loss, unauthorized access, or any form of unlawful processing, and shall ensure the (timely) availability of the data.
21.2 The Supplier and any third parties engaged by it shall, at the first request of J. de Jonge Lease and in any event within 24 hours, inform J. de Jonge Lease of (a) any personal data breach as referred to in Article 33 of the GDPR, or (b) any requests from third parties, including public authorities, to provide or access the Personal Data, and shall, in consultation with J. de Jonge Lease, take further steps where necessary. The Supplier and any third parties engaged by it shall not contact data subjects within the meaning of the GDPR, authorities, or other third parties without the prior consent of J. de Jonge Lease.

Article 22 – Miscellaneous
22.1 If any provision of these Purchase Terms and Conditions, or any part thereof, cannot be relied upon or is invalid or void, the remaining provisions, or the remainder thereof, shall remain fully in force and effect. The parties agree to replace the invalid or void provision with a provision that corresponds as closely as possible in content and intent to the invalid or void provision.
22.2 If no Agreement is concluded, and after termination, dissolution, or in the event of nullity of the Agreement, for whatever reason, these Purchase Terms and Conditions shall remain applicable insofar as they have independent significance and/or insofar as they are intended to govern the consequences of termination, dissolution, or nullity, including but not limited to Articles 17 and 23 of these Purchase Terms and Conditions.
22.3 If a translation of these Purchase Terms and Conditions written in the Dutch language exists in another language and a difference in interpretation arises between the Dutch text and the translation, the Dutch text shall prevail.

Article 23 – Applicable Law and Competent Court
23.1 Dutch law shall exclusively apply to all legal relationships between Dutch entities of J. de Jonge Lease and the Supplier, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
23.2 If the Supplier’s contracting party is one of the following entities, the law of the country where the respective entity is established shall apply:
J. de Jonge Mechanical N.V., established in Antwerp, Belgium (Belgian law, to the exclusion of the CISG);
JLS Loading Arm Services B.V., established in Antwerp, Belgium (Belgian law, to the exclusion of the CISG);
J. de Jonge GmbH, established in Hürth, Germany (German law, to the exclusion of the CISG);
J. de Jonge Flowsystems LLC, established in Al Jubail, Saudi Arabia (Saudi law, to the exclusion of the CISG).
23.3 All disputes, including disputes that are considered as such by only one (1) of the parties, arising out of or in connection with these Purchase Terms and Conditions, the order form, any other agreement, or any legal relationship resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute in Rotterdam, the Netherlands, by one (1) arbitrator. The place of arbitration shall be Rotterdam, the Netherlands. The language of the arbitration shall be Dutch.
Notwithstanding the foregoing, J. de Jonge Lease shall also be entitled to initiate legal proceedings against the Supplier before the competent court in Rotterdam, the Netherlands, or before the court of the place where J. de Jonge Lease is established, or where the Supplier is established, has its office, or has elected domicile. If the Supplier does not have a permanent establishment in the Netherlands, it shall elect domicile in the Netherlands for the purposes of any disputes. The Supplier shall notify J. de Jonge Lease in writing of its domicile election and any changes thereto.

Article 24 – Additional Terms
24.1 In the event of the hiring of personnel or the contracting out of works, the Additional Terms relating to wage tax in subcontracting, respectively the Additional Provisions for the performance of Works of J. de Jonge Lease, shall apply in addition to these General Purchase Terms and Conditions.
J. de Jonge Lease B.V. & Lexrent B.V. Koningin Wilhelminahaven Z.Z. 18
version juli 2021 3134 KG Vlaardingen

ADDITIONAL TERMS RELATING TO WAGE TAX IN SUBCONTRACTING
These Additional Terms shall apply in addition to the General Terms and Conditions if one of the following statutory provisions applies to the Delivery, as well as any related implementing decrees and guidelines (hereinafter jointly referred to as: “Chain Liability”), or if it can reasonably be assumed that the legislation relating to chain liability applies.

1 – Supplier Declaration
1.1 Prior to commencement of the Works, the Supplier shall fully and truthfully complete the declaration attached as an appendix. Any Works already commenced may be suspended by the Client, without any consequences for the Client, until the declaration has been completed, signed, and submitted to the Client. The declaration must be completed to the satisfaction of the Client; as evidence thereof, a signed copy shall be returned by the Client.
1.2 Any changes to the information contained in the declaration as referred to in Article 1.1 above shall be communicated to the Client as soon as possible, without prejudice to the Client’s right to impose additional conditions.

2 – Documents to Be Provided (if applicable)
2.1 At the first request of the Client, the Supplier shall provide the Client with one or more of the following documents:
a) VRO registration;
b) establishment permit, if required;
c) a recent copy of an extract from the Trade Register of the Chamber of Commerce;
d) VCA certificate;
e) identity document of the employee;
f) work permit of the employee.

3 – Statement from Tax Authorities, UWV, and Auditor
3.1 At each first request of the Client, the Supplier shall provide the Client with an original statement issued by the Dutch Tax and Customs Administration and by the Employee Insurance Agency (UWV) regarding its payment behavior, as referred to within the framework of the guidelines laid down in the legislation on Chain Liability.
3.2 Without prejudice to the provisions of Article 3.1 above, the Supplier shall, at each first request of the Client, provide the Client with an original statement from a registered auditor (RA) confirming that the obligations relating to the payment of social security contributions and wage tax as referred to in the applicable legislation have been met, or an original statement from a certified public accountant (AA).
3.3 The original statements as referred to in Articles 3.1 and 3.2 above shall not be older than three (3) months and shall be returned to the Supplier after verification by the Client.

4 – Supplier Obligations
4.1 The Supplier shall duly comply with all its statutory obligations as a withholding agent. At the first request of the Client, the Supplier shall grant access to its personnel administration, payroll administration, and its tax return and payment administration with respect to the Dutch Tax and Customs Administration and the Employee Insurance Agency (UWV). The Supplier shall maintain records that comply with the requirements laid down in the relevant legislation, so that, in any event, the amount of wages included in the price payable by the contractor for the performance of works by a subcontractor can be determined.

5 – Right of Recourse
5.1 If the Client has been required to pay taxes and/or social security contributions following liability therefor because such taxes and/or contributions were not paid by the Supplier or by subcontractors engaged by the Supplier, the Client shall have full recourse against the Supplier for the entire amount paid by the Client. The Client’s claim shall be increased by all extrajudicial and judicial collection costs, on which interest shall be due at the European Central Bank (ECB) refinancing rate plus 15%, calculated from the date on which the Client made payment to the collecting authority or authorities until the date of reimbursement by or on behalf of the Supplier to the Client.

6 – Client Rights
6.1 The Client shall at all times be entitled to withhold from the price the social security contributions and wage tax payable by the Supplier in respect of the Delivery, for which the Client is jointly and severally liable pursuant to the legislation on Chain Liability, and to discharge such amounts by payment into the Supplier’s blocked account(s) within the meaning of the Chain Liability legislation.
6.2 Without prejudice to the provisions of Article 6.1 above, the Client shall at all times be entitled to pay the aforementioned amounts relating to social security contributions and wage tax directly, on behalf of the Supplier, to the relevant Employee Insurance Agency (UWV) and/or the receiver of direct taxes.
6.3 The Client shall be entitled to require the Supplier to provide adequate financial security, in the form of bank guarantees or sureties, for the amount(s) for which the Client reasonably believes it may be held liable pursuant to the Chain Liability Act.
6.4 If the Client exercises the rights referred to in Articles 6.1 and 6.2 above, the Supplier shall be obliged to strictly comply with the Regulation on the Liability of Hirers, Chain Liability, and Principal Liability 2004 (Uitvoeringsregeling inleners-, keten- en opdrachtgeversaansprakelijkheid 2004), as issued by the Dutch Ministry of Social Affairs and Employment and the State Secretary of Finance.
J. de Jonge Lease B.V. & Lexrent B.V. Koningin Wilhelminahaven Z.Z. 18
version juli 2021 3134 KG Vlaardingen
6.5 In the cases referred to in Articles 6.1 and 6.2 above, the Client shall, by making such payments, be discharged towards the Supplier to the extent of the amounts concerned.

7 – Assignment and/or Pledge
7.1 The Supplier is prohibited from assigning, pledging, or otherwise transferring ownership, under any title whatsoever, of the portion of the agreed fee/price relating to social security contributions and wage tax payable, for which the Client may be held liable pursuant to the Chain Liability legislation.

8 – Non-Performance by the Supplier
8.1 In the event of failure or improper performance by the Supplier of its obligations under these Additional Purchase Terms and Conditions, the Client shall be entitled, without prejudice to any other legal remedy, to take one or more of the following measures:
a) to terminate the Agreement in whole or in part with immediate effect, without prior notice of default, without prejudice to the Client’s further rights to claim damages;
b) to withhold a portion of the fee/price for which the Client reasonably believes it may be held liable pursuant to the Chain Liability Act.

9 – Invoice Requirements
9.1. Indien dit hoofdstuk van toepassing is, moeten de facturen als volgt worden opgemaakt:
a) Facturen moeten voldoen aan de eisen gesteld in artikel 35 van de Wet op de Omzetbelasting 1968. In dit verband wordt onder ‘adres’ verstaan: het volledige adres van Leverancier; vermelding van alleen een postbusnummer is niet toegestaan; en
b) On each invoice, the Supplier shall in any event fully state at least the following:
1. the Agreement number;
2. the description of the Delivery as defined in the Agreement and a description of the nature of the Works;
3. the place(s) where the Delivery is performed;
4. the period to which the invoice relates;
5. the amount of wages included in the invoiced amount; for the purposes hereof, “wages” shall mean wages within the meaning of the Social Insurance Coordination Act (Coördinatiewet Sociale Verzekering);
6. the number of employees to which the invoice relates;
7. the notation “VAT reverse-charged” (“Omzetbelasting verlegd”), if the 1982 VAT Reverse-Charge Regulation applies;
8. if the use of a blocked (G-)account has been agreed between the Client and the Supplier: the number of the G-account and the name of the financial institution with which this account is held;
9. the VAT identification number of the Supplier and, if subparagraph 9.1(b)(7) above applies, also the VAT identification number of the Client.
c) Each invoice shall relate to no more than one (1) Agreement number.
d) If invoices do not comply with one or more of the foregoing requirements, as determined by the Client, the Client shall be entitled to reject such invoices.