General Purchasing Terms and Conditions

Part 1 – General

Article 1 Definitions
In these general purchasing conditions, the following terms shall have the meanings set out below:
1.1) General Purchasing Conditions: these general purchasing conditions of Van Gelder.
1.2) Customer: a customer of Van Gelder.
1.3) Supplier: the counterparty of Van Gelder under an Agreement.
1.4) Agreement: the agreement and/or legal relationship to which these General Purchasing Conditions apply. This includes, in any case, every agreement regarding the performance of a Service by the Supplier.
1.5) Service: the performance to be carried out by the Supplier under the Agreement consisting of: (a) the delivery of goods, (b) the performance of services, (c) the secondment or provision of personnel and/or freelancers and/or (d) other work and related activities for the benefit of Van Gelder.
1.6) Van Gelder: Van Gelder Ridderkerk B.V. (Chamber of Commerce number: 24254660) and/or all affiliated (legal) entities that make use of these General Purchasing Conditions.
1.7) Confidential Information: all information originating from Van Gelder (including ideas, knowledge, trade secrets, data, procedures, substances, samples, etc.) that becomes known to the Supplier in the context of (the performance of) the Agreement and that is marked as confidential by Van Gelder or which, by its nature, should reasonably be considered confidential.

Article 2 – Applicability
2.1) These General Purchasing Conditions apply to the legal relationship between Van Gelder and the Supplier, including but not limited to all (future) requests, quotations, offers, assignments, (purchase) orders, order confirmations, additional agreements, and other legal acts related to the formation or performance of the Agreement, even if the Service to be provided is not (further) described in these General Purchasing Conditions.
2.2) Deviations from these General Purchasing Conditions are only valid if explicitly agreed in writing in advance.
2.3) If the Agreement (also) concerns the purchase of vegetables and/or fruit, then regardless of the title/name of the Agreement, in addition to this Part 1, Part 2 of these General Purchasing Conditions also applies. If the Agreement (also) concerns the secondment or provision of personnel by the Supplier to Van Gelder, then regardless of the title/name of the Agreement, in addition to this Part 1, Part 3 of these General Purchasing Conditions also applies. In case of a discrepancy between the provisions in Part 1 and Part 2 or Part 3, the provisions of Part 2 or Part 3 shall prevail respectively. In case of a discrepancy between the provisions in Part 2 and Part 3, the provisions of Part 3 shall prevail. If a provision in the Agreement conflicts with or deviates from a provision in these General Purchasing Conditions, the provision in the Agreement shall prevail.
2.4) By signing the Agreement, the Supplier declares to have received these General Purchasing Conditions of Van Gelder in a timely manner.
2.5) Van Gelder is entitled to unilaterally amend these General Purchasing Conditions (i.e., without the Supplier's consent), in which case the amended version of these General Purchasing Conditions...

Article 3 – Formation of the Agreement
3.1) Unless a longer validity period is specified, the offers of the Supplier are valid for at least three (3) months after receipt by Van Gelder. An offer or proposal by the Supplier is irrevocable.
3.2) If the Supplier submits an offer or proposal within the context of a tender procedure, the Supplier shall honor the offer or proposal and the prices stated therein for the period required by the contracting party.
3.3) The Agreement is only concluded if an offer or proposal from the Supplier is accepted in writing by an authorized person on behalf of Van Gelder. The written order confirmation from Van Gelder, whether or not in the form of a purchase order, shall be leading. In case of any discrepancy between the offer or proposal of the Supplier and the order confirmation from Van Gelder, the latter shall prevail.
3.4) All costs associated with the preparation of an offer or proposal are at the expense of the Supplier.
3.5) If the execution of the Agreement by the Supplier involves the use of drawings, models, specifications, inspection regulations, etc., provided or approved by Van Gelder, these shall form an integral part of this Agreement.
3.6) The Supplier guarantees that the offer or proposal submitted by it has been made without any agreement or de facto coordinated behavior with third parties that prevents or limits competition and/or increases prices as a result.

Article 4 – Prices
4.1) Unless expressly agreed otherwise in writing, the agreed prices are exclusive of value-added tax (VAT), in Euro currency, and include all costs to be incurred, such as packaging, loading, transport, and unloading of goods, insurance, duties, surcharges, exchange rate increases, and other charges imposed on Van Gelder in connection with the (import and delivery of) goods.
4.2) The prices agreed in the Agreement are fixed and cannot be unilaterally adjusted or indexed by the Supplier.
4.3) Van Gelder is entitled to offset its claims against the Supplier (including costs associated with traffic fines, duties, and damages caused by the Supplier (and/or its personnel and/or third parties it has engaged).

Article 5 – Delivery of goods
5.1) Delivery of goods must be made in the manner and time, as well as in the description, quality, and quantity, as indicated in the order or assignment, taking into account any written changes that may have occurred after the date of the order or offer.
5.2) Unless otherwise agreed, delivery will be D.D.P. (delivered duty paid) according to the version of Incoterms that applies at the time the Agreement is concluded to the address designated by Van Gelder, strictly at the agreed time or within the agreed period. If no place of delivery has been agreed upon, the place of delivery will be the port of Rotterdam. The agreed time for delivery or the agreed delivery period is always a strict deadline as referred to in article 6:83 sub a of the Dutch Civil Code. By exceeding an agreed (delivery) time, the Supplier is automatically in default.
5.3) Unless otherwise agreed in writing, the Supplier is not authorized to make partial deliveries. If partial deliveries are agreed, delivery for the purposes of these General Purchasing Conditions also includes a partial delivery.
5.4) Delivery also includes the provision of all associated tools and all related documentation.
5.5) If Van Gelder requests the Supplier to delay the delivery, the Supplier must store the goods properly and in a manner recognizable as intended for Van Gelder, secure, and insure them. The Supplier is only entitled to an additional fee if they have reached prior written agreement with Van Gelder.
5.6) Delivery is completed when the goods are received by or on behalf of Van Gelder and are signed for delivery by Van Gelder in writing. This signature does not affect the fact that the delivered goods may be rejected in accordance with article 7 of these General Purchasing Conditions.
5.7) From any design drawings, work and detail drawings, models, photographic recordings, samples, designs, logos, specified dimensions, quantities, designs, colors, materials, and/or other data provided by Van Gelder to the Supplier, Van Gelder guarantees that these are correct and adequate, and therefore can be used without further investigation. The Supplier must check the accuracy of the information provided by Van Gelder prior to executing the Agreement.
5.8) The Supplier guarantees that the goods delivered comply with the legal requirements and those included in the Agreement. The Supplier must provide Van Gelder with written proof upon the latter’s first request that the goods to be delivered meet the aforementioned requirements.

Article 6 – Execution of Services
6.1) The services to be provided by the Supplier must comply with the Agreement, and the Supplier must take the care of a diligent contractor when performing the services. The services must be executed in the manner and at the time specified in the Agreement, or if not determined in the Agreement, in accordance with the instructions of Van Gelder.
6.2) The agreed time for the execution of services or the agreed period for the execution of services is always a strict deadline as referred to in article 6:83 sub a of the Dutch Civil Code. By exceeding an agreed (execution) period, the Supplier is automatically in default.
6.3) The provision of services is completed when Van Gelder has confirmed in writing that the services have been approved.
6.4) The Supplier may only assign the execution of services to third parties with the prior written consent of Van Gelder.
6.5) The personnel engaged by the Supplier in the performance of the Agreement shall meet the special requirements set by Van Gelder, and in the absence of such requirements, they must meet the general standards of professional competence and expertise.
6.6) If, in Van Gelder's opinion, the personnel are insufficiently qualified, Van Gelder is entitled to order the removal of this personnel, and the Supplier is obliged to immediately replace them, in accordance with the provisions of article 6.5 of these General Purchasing Conditions.

Article 7 – Inspection and Quality
7.1) Van Gelder and/or the Customer shall at any time have the right to subject the performance (or performed performance) by the Supplier to inspection, or to investigate whether the performed performance meets the Agreement and/or the agreement between Van Gelder and the Customer. The Supplier is obliged to fully cooperate with this. If the inspection shows that the Supplier has failed to comply with the Agreement, the Supplier is obliged to fully reimburse the inspection costs incurred by Van Gelder and/or the Customer.
7.2) In the event of rejection, Van Gelder will inform the Supplier of the inspection result and the reason for rejection. In the case of goods, Van Gelder will store the rejected goods at the Supplier’s expense and risk. If the Supplier does not retrieve the rejected goods within fourteen (14) days of being notified of the rejection, Van Gelder may return these goods to the Supplier at the Supplier’s expense and risk. If the Supplier refuses to take the goods, Van Gelder may store, sell, or destroy these goods at the Supplier’s expense and risk.
7.3) The Supplier cannot derive any right from the results of an inspection or investigation as referred to in Article 7.1 of these General Purchasing Conditions or from the failure to conduct an inspection.
7.4) The performance is subject to the warranty that Van Gelder must provide to the Customer. However, if the Supplier’s usual warranty or the manufacturer’s warranty is more extensive than the aforementioned, the most extensive warranty (in favor of Van Gelder and the Customer) will apply. The Supplier is required to notify Van Gelder in writing of a more extensive warranty. In all cases where no specific quality standards have been agreed upon, the performance must meet the Agreement and all (European) laws and regulations applicable to the performance.
7.5) The Supplier shall provide the warranty statements or similar documents to Van Gelder within seven (7) days after delivery of the performance. Upon Van Gelder’s first request, the Supplier is obliged to make the warranty statement also in the name of the Customer and provide a written statement directed to the Customer.
7.6) Van Gelder has the right to remedy a defect at the Supplier’s expense and risk, either by a third party or by Van Gelder, if the Supplier does not rectify the defect within the stipulated time after notice of default, or does not do so adequately. If the repair cannot be delayed, at Van Gelder’s exclusive discretion, a prior notice of default from the Supplier is not required.
7.7) Any warranties provided by third parties engaged by the Supplier regarding the performance are considered to have been provided by the Supplier. In this regard, the Supplier undertakes, upon Van Gelder’s first request, to ensure compliance with the rights and claims arising from these warranties, as if they were its own obligations.
7.8) The provisions in Articles 7.4 to 7.7 do not affect the Supplier’s liability under the Agreement or the law.

Article 8 – Ownership and Risk
8.1) The ownership and risk of goods transfer from the Supplier to Van Gelder at the time of delivery, unless the goods are rejected by Van Gelder during or after delivery under Article 7 of these General Purchasing Conditions. In such cases, the ownership and risk of the goods remain with the Supplier, or – in the event of rejection after delivery – the ownership and risk are deemed not to have transferred to Van Gelder.
8.2) The Supplier guarantees that ownership of the goods is acquired free of encumbrances, and that at the time of delivery to Van Gelder, no third-party retention of title (ownership claim) exists on the goods.

Article 9 – Packaging and shipping; waste
9.1) The Supplier shall package and ship the goods at its own expense, in compliance with the legal requirements and instructions provided by Van Gelder. The Supplier is liable for damage caused by insufficient or inadequate packaging and damage during shipping.
9.2) A packing list must be included with every shipment.
9.3) The Supplier is required to take back packaging materials at the first request of Van Gelder. Return shipments of packaging materials will be at the Supplier's expense and risk.
9.4) If the Performance consists of something other than the delivery of goods, the Supplier is required, at its own expense, to clean up, remove, and dispose of any waste generated during the performance of the contract. The disposal of waste must be done in accordance with the legal requirements applicable.

Article 10 – Invoicing and Payment
10.1) The Supplier’s invoices must comply with the requirements set out in the Dutch Value Added Tax Act 1968 and must include, at a minimum, the information specified and be sent in the format indicated on the following webpage: https://www.vangeldernederland.nl/nl_NL/page/183/facturatie/.
10.2) If the Supplier wishes to invoice digitally, the Supplier must inform Van Gelder in writing in advance. The Supplier shall ensure that Van Gelder actually receives the digital invoices. Van Gelder is entitled to request at any time that the Supplier sends the invoices, either partially or exclusively, by post.
10.3) Payment of the invoices submitted by the Supplier will be made no later than sixty (60) days after the Performance has been completed, provided that the Performance has been approved by Van Gelder. The Supplier's invoice must be received by Van Gelder no later than three (3) months after the completion of the Performance, otherwise, the right to payment by the Supplier will lapse.
10.4) If the Supplier fails to comply fully, partially, or adequately with any obligation under the Agreement, Van Gelder is immediately entitled to suspend the payment obligation to the Supplier without delay.
10.5) Payment by Van Gelder shall in no way constitute an acknowledgment or waiver of any right.
10.6) Van Gelder is always entitled to offset claims from the Supplier against claims that Van Gelder and/or its affiliated (legal) entities, of whatever nature, may have against the Supplier.
10.7) All costs incurred by the Supplier in connection with the performance of the Agreement are for the account of the Supplier.
10.8) Regarding the potential applicability of statutory interest, the parties agree, in relation to trade agreements, that the default interest due will not exceed the statutory interest applicable on the agreed final payment date, as referred to in article 6:119 of the Dutch Civil Code, with a maximum of 5% per year.

Article 11 – Amendments
11.1) Van Gelder is entitled to modify the Agreement regarding the scope and/or nature of the Performance to be provided, and to make changes in quantity, specifications, and other such details.
11.2) If such a modification, in the Supplier's opinion, affects the agreed price, delivery time, execution period, and/or quality, the Supplier must inform Van Gelder in writing as soon as possible, but no later than ten (10) working days after the notification of the desired change. If the Supplier fails to do so, the change will be deemed accepted by the Supplier, and the Supplier will lose the right to adjust the agreed price.
11.3) If the Supplier informs Van Gelder in time that the requested modification by Van Gelder has an impact on the price and/or delivery time and/or execution period, and if, in Van Gelder's opinion, the consequences of this modification would be unreasonable, Van Gelder has the right to terminate the Agreement immediately by providing written notice to the Supplier, unless such termination would be clearly unreasonable in light of the circumstances. Termination under this article 11.3 does not give the Supplier the right to claim compensation for damages, and any Performance already provided by the Supplier will be settled proportionally, unless the already performed Performance or part of it has no independent value for Van Gelder.
11.4) The Supplier is only entitled to make changes in the execution of the Agreement or to implement modifications after prior written consent from Van Gelder.

Article 12 – Warranty
12.1) The Supplier guarantees that the Performance to be provided complies with the Agreement. This guarantee includes at least the following:
(a) the Performance has the properties promised by or on behalf of the Supplier;
(b) the goods are new and free from third-party rights and defects in design, construction, assembly, and material;
(c) the Performance is suitable for the purpose for which the Agreement was concluded;
(d) the services will be performed in a professional manner and without interruption, meeting the standards of good and proper workmanship;
(e) the Performance complies with the requirements set by or under (European) laws and regulations, including those related to quality, health, safety, environment, and advertising;
(f) the goods are labeled with the manufacturer's or market distributor's identification; and
(g) the goods are accompanied by all data and instructions necessary for correct and safe use.
12.2) If the Performance – regardless of prior inspections – fails to meet the requirements set forth in Article 12.1 of these General Purchase Conditions, the Supplier shall, at its own expense and at Van Gelder's choice, repair, replace, or supplement the missing parts upon Van Gelder's first request, unless Van Gelder prefers to terminate the Agreement in accordance with Article 19 of these General Purchase Conditions, without prejudice to other rights Van Gelder may have as a result of this failure, including the right to compensation. All costs incurred in this regard (including transportation, repair, and dismantling costs) shall be borne by the Supplier.
12.3) In urgent cases and in situations where it can reasonably be assumed, after consultation with the Supplier, that the Supplier will fail to meet its warranty obligations, Van Gelder has the right to carry out the repair or replacement at the Supplier's expense or have it carried out by third parties. This does not relieve the Supplier from the obligation to fulfill its duties under the Agreement and these General Purchase Conditions.
12.4) As soon as the Supplier knows or should know that it will fail to fulfill the Agreement, the Supplier is required to immediately inform Van Gelder in writing, stating the reasons. In such cases, Van Gelder is immediately entitled to exercise the rights granted to it under the law and the Agreement.
12.5) Unless otherwise agreed in writing, the warranty period is five (5) years from the completion of the Performance, provided that, if Van Gelder has agreed with the Client on a longer warranty period...
12.6) An agreed warranty period will restart once the repair performed under warranty has been accepted, or the Performance has been replaced or supplemented under warranty, unless otherwise agreed in writing.

Article 13 – Confidentiality
13.1) The Supplier is obligated to maintain confidentiality of all Confidential Information. The Supplier shall restrict access to Confidential Information to those individuals who need it for (the execution of) the Agreement. Unless prior written consent has been obtained from Van Gelder, the Supplier shall not disclose or make any part of the Confidential Information public to any person, firm, company, or other entity, and the Supplier shall not use the Confidential Information or any part thereof for any purpose other than for (the execution of) the Agreement. The Agreement and information related to the legal relationship between Van Gelder and the Client shall in any case be considered Confidential Information.
13.2) The confidentiality obligation set forth in Article 13.1 of these General Purchase Conditions does not apply to information for which the Supplier can demonstrate, through written documents, that it:
(a) was already publicly known or available at the time of disclosure or has become publicly known thereafter, other than through any act or omission of the Supplier; or
(b) was independently developed by the Supplier without any use of information disclosed by Van Gelder; or
(c) must be disclosed by the Supplier under the law, any regulation or rule from a government-recognized body, or a binding and non-appealable ruling by a court or other government authority. In such case, the Supplier shall promptly inform Van Gelder in writing so that the scope of the disclosure by the Supplier, in consultation with Van Gelder, can be limited to what is strictly necessary.
13.3) The Supplier is obligated to impose the obligation referred to in Article 13.1 of these General Purchase Conditions on its employees or third parties it has engaged in the execution of the Agreement. The Supplier guarantees and ensures that these employees and/or third parties do not act in violation of the confidentiality obligation imposed upon them.
13.4) If the Supplier is in default of fulfilling the obligations under Articles 13.1 through 13.3 of these General Purchase Conditions, the Supplier shall immediately and without any further notice be liable to pay Van Gelder an irrevocable penalty of €50,000.00 for each violation, plus €5,000.00 for each day or part of a day that the violation continues, without prejudice to Van Gelder’s right to seek performance or claim full or additional compensation.

Article 14 – Intellectual Property
14.1) If and to the extent that the Supplier is the owner or rights holder of intellectual property rights related to the performance provided by him, including the associated documents, which the Supplier can prove existed and were owned by him prior to the commencement of the Agreement or were developed independently of (the execution of) the Agreement, those intellectual property rights remain with the Supplier. The Supplier grants Van Gelder a non-exclusive, perpetual, irrevocable, worldwide, and transferable license to use those intellectual property rights for any purpose related to the execution of the Agreement. This usage right of Van Gelder also includes the right to grant such usage rights to its (potential) customers or other third parties with whom Van Gelder maintains relationships in connection with the operation of its business.
14.2) The Supplier guarantees that the use (including resale) of the performance provided by him will not infringe upon any intellectual property rights or other proprietary rights of third parties.
14.3) The Supplier indemnifies Van Gelder against any claims from third parties arising from any infringement of the rights mentioned in the previous paragraphs, and the Supplier will compensate Van Gelder for all damages resulting therefrom.
14.4) All intellectual property rights related to all materials, methods, data, drawings, information, reports, know-how, inventions, trade secrets, improvements, techniques, and other results, as well as the associated documentation, that arise in connection with or as a result of any relationship (including the Agreement) between Van Gelder and the Supplier, shall exclusively belong to Van Gelder from the moment of creation. The Supplier, to the extent necessary, unconditionally and gratuitously transfers those intellectual property rights to Van Gelder, which transfer Van Gelder accepts. If a deed or other formal action is necessary for the transfer or registration in relevant registers, the Supplier is obliged to provide irrevocable and unconditional cooperation upon the first request of Van Gelder, respectively granting Van Gelder an irrevocable power of attorney to execute the transfer or registration (or other formal action).

Article 15 – Tools
15.1) Drawings, calculations, models, molds, tools, components, specifications, and other tools provided by Van Gelder or purchased or produced by the Supplier in the context of the Agreement shall remain or become the property of Van Gelder at the time of purchase or production.
15.2) The Supplier is obligated to mark the tools referred to in Article 15.1 of these General Terms and Conditions as the property of Van Gelder, keep them in good condition, and insure them at their own expense—naming Van Gelder as the insured party—against all risks, as long as the Supplier acts as the holder of those tools for Van Gelder. The Supplier is not allowed to remove or alter any indication of Van Gelder's ownership rights on the tools.
15.3) The tools shall be returned to Van Gelder upon its first request or simultaneously with the completion of the Performance.
15.4) Tools used by the Supplier in the execution of the Agreement must be submitted to Van Gelder for approval upon Van Gelder's first request.
15.5) The Supplier shall not use the tools (or have them used) for any purpose other than the delivery to Van Gelder.
15.6) Upon Van Gelder's first request, the Supplier must provide Van Gelder with a status overview of the number and quality of Van Gelder’s tools that the Supplier has in its possession.
15.7) If Van Gelder provides goods to the Supplier for processing, combining, or mixing with goods that are not Van Gelder’s property, Van Gelder shall become the owner of the goods created at the time of processing, combining, or mixing.
15.8) The Supplier is not permitted to use (or allow others to use) the information from the documents mentioned in paragraph 1 for any purpose other than the execution of their Performance. The Supplier is obligated to maintain confidentiality of all data and information originating from Van Gelder.
15.9) If certificates, attestations, certificates with attestation, warranty documents, instruction manuals, and/or revision drawings, etc., are required under the Agreement, the Supplier shall ensure that these are in Van Gelder's possession in a timely manner.
15.10) If the Supplier fails to comply with the obligations stated in Articles 15.1 to 15.9 of these General Terms and Conditions, Van Gelder may suspend its payment obligations until the Supplier has complied with these obligations.

Article 16 – Compliance with Laws and Regulations
16.1) The Supplier is deemed to comply with all relevant (European) laws and regulations in its business operations in general and in the performance of the Agreement in particular, including, but not limited to, provisions relating to competition, the environment, and working conditions. Furthermore, the Supplier will make efforts to contribute to corporate social responsibility.

Article 17 – Liability and Insurance
17.1) The Supplier is liable for all damage suffered by Van Gelder and/or third parties (including the Customer), regardless of whether such damage was caused by a breach in the fulfillment of the Supplier’s obligations or results from any other act or omission by the Supplier, its personnel, or third parties engaged by it, insofar as this is related to the performance of the Agreement. The Supplier’s liability covers both direct and indirect damage as well as consequential damage. This includes (but is not limited to) business losses, delays, damage arising in the legal relationship between Van Gelder and the Customer, environmental damage, damage to materials, equipment, employees’ personal belongings and other property, bodily injury, and legal and extrajudicial costs.
17.2) The Supplier indemnifies Van Gelder against all third-party claims in connection with the Agreement between Van Gelder and the Supplier.
17.3) If multiple Suppliers have made the offer or entered into the Agreement jointly, they are jointly and severally liable to Van Gelder for all obligations arising from their collaboration under the Agreement, as well as for paying damages in the event of non-fulfillment, late, or incomplete fulfillment of the agreed obligations and for the damages referred to in this article.
17.4) The Supplier shall ensure that it is adequately insured against the liability referred to in this article and shall provide Van Gelder, upon request, with access to the relevant insurance policy. This refers to an insurance policy with sufficient coverage issued by an insurance company established in the Netherlands. The policy must provide a minimum coverage of €2,500,000.00 per event and may include a deductible of no more than €10,000.00 per event. This insurance obligation also extends to the personnel and tools in any way involved in the performance of the Agreement.
17.5) Even if the insurance does not provide a payout or if the damage caused by the Supplier is not covered, the Supplier remains fully liable for the entire amount of damage.
17.6) Van Gelder shall not be liable for damage incurred by the Supplier or by third parties involved in the performance of the Agreement, unless such damage is the direct and clear result of intent or deliberate recklessness by Van Gelder or its managerial subordinates.
17.7) In the event of the Supplier’s bankruptcy, Van Gelder has the right to charge the Supplier 10% of the price agreed in the Agreement and to set this off against claims from the Supplier as compensation for the fact that, due to the bankruptcy, Van Gelder will not be able to exercise its contractual and/or statutory (warranty) rights related to the Performance, without prejudice to Van Gelder’s right to full or additional compensation.

Article 18 – Force Majeure
18.1) The following shall not be considered force majeure on the part of the Supplier: shortage of personnel or suppliers, strikes, price increases, non-performance by third parties engaged by the Supplier, failure of auxiliary materials, liquidity or solvency issues at the Supplier, weather conditions, or market conditions resulting in higher procurement costs for raw materials, materials, or labor for the Supplier.
18.2) The Supplier is not entitled to invoke force majeure if the circumstance preventing (further) performance arises after the Supplier should have fulfilled its obligation.
18.3) In the event of force majeure on the part of either Van Gelder or the Supplier, performance of the Agreement shall be wholly or partially suspended for the duration of the force majeure period, without either party being liable for any damages.
18.4) If the force majeure situation lasts longer than thirty (30) days, the other party has the right to terminate the Agreement with immediate effect by means of a registered letter, without judicial intervention and without any right to compensation arising.
18.5) If, at the onset of the force majeure, the Supplier has already partially fulfilled its obligations, or can only partially fulfill them, it is only entitled to invoice the part already delivered separately, provided that this part has independent value and Van Gelder derives benefit from it.

Article 19 – Termination
19.1) Van Gelder shall be entitled to terminate the Agreement, in whole or in part, with immediate effect, by written notice, without the need for a notice of default and without judicial intervention, if:
(a) the Supplier fails to fulfill (any of) its obligations under the Agreement and, after being given written notice to remedy the breach within a reasonable period determined by Van Gelder, fails to do so completely;
(b) the Customer cancels the assignment to Van Gelder, or if the agreement between the Customer and Van Gelder ends, other than due to a culpable failure by Van Gelder;
(c) the Supplier is granted (provisional or otherwise) suspension of payments;
(d) bankruptcy is filed for the Supplier, or its business is liquidated or discontinued, or, in the case of a natural person, if the Supplier applies for debt restructuring under the Dutch Debt Restructuring (Natural Persons) Act or such an application is submitted;
(e) the Supplier loses control over its assets or enters into arrangements with creditors;
(f) control over the Supplier’s business activities passes to one or more third parties due to the issuance, transfer, or other change of shares or voting rights as defined in the 2015 Dutch Social and Economic Council Merger Code (regardless of its formal applicability), or a change occurs in the composition of its management board;
(g) the Supplier’s licenses necessary for the performance of the Agreement are revoked; or
(h) a (significant) part of the Supplier’s business assets is seized.
19.2) All claims Van Gelder has or may obtain against the Supplier shall become immediately due and payable upon termination as referred to in Article 19.1 of these General Terms and Conditions of Purchase.
19.3) If, at the time of termination as referred to in Article 19.1, the Supplier has already rendered performance under the Agreement, such performance shall not be undone. Van Gelder shall only be required to pay for the part of the performance already delivered, in proportion to the extent it provides a clear and independent benefit to Van Gelder. Under no circumstances shall the Supplier be entitled to any compensation due to the termination of the Agreement.

Article 20 – Assignment and Engagement of Third Parties
20.1) The rights and obligations arising for the Supplier from the Agreement are not transferable, and this restriction also has proprietary (in rem) effect.
20.2) The Supplier shall not subcontract the performance of its obligations under the Agreement, in whole or in part, to third parties without the prior written consent of Van Gelder.

Article 21 – Non-Competition; Non-Solicitation Clause
21.1) The Supplier shall refrain from submitting quotations or offers, either directly or through third parties, to the Client for products or services that are also offered by Van Gelder's business.
21.2) During the term of an Agreement and for a period of one (1) year following its termination, the Supplier is not permitted to enter into an employment contract or a contract for services, either directly or indirectly, with:
(a) an employee of Van Gelder, or
(b) a former employee of Van Gelder whose employment contract with Van Gelder ended less than one (1) year ago.
21.3) If the Supplier fails to comply with the obligations under Article 21.1 and/or 21.2 of these General Purchase Conditions, the Supplier shall immediately and without further notice of default forfeit to Van Gelder a penalty of €100,000.00 for each violation, plus €10,000.00 for each day or part of a day that the violation continues. This is without prejudice to Van Gelder's right to demand performance or to claim full or additional compensation for damages.

Article 22 – Data Protection and GDPR
22.1) Unless otherwise agreed in writing, Van Gelder is permitted to store, process, and use all information it obtains in the context of the Agreement.
22.2) Van Gelder and the Supplier shall comply with all requirements set by laws and/or regulations relating to the (processing of) personal data, such as the General Data Protection Regulation (Regulation (EU) 2016/679) and the Dutch GDPR Implementation Act. If the Supplier processes personal data on behalf of Van Gelder, the parties shall enter into a data processing agreement.
22.3) The Supplier shall indemnify Van Gelder against any claims, sanctions, and/or fines arising from a breach or non-compliance by the Supplier with the legislation referred to in Article 22.2 of these General Purchase Conditions.

Article 23 – Security
23.1) At Van Gelder’s first request, the Supplier shall be obliged to provide adequate security—at Van Gelder’s sole discretion—for the timely and full performance of the obligations incumbent upon the Supplier. This includes, but is not limited to, a performance guarantee issued by a bank established in the Netherlands and affiliated with the Dutch Banking Association (Nederlandse Vereniging van Banken).

Article 24 – Invalidity of One or More Provisions
24.1) The invalidity of any provision in the Agreement or these General Terms and Conditions of Purchase shall not affect the validity of the remaining provisions of the Agreement and the General Terms and Conditions. Those provisions shall remain fully in force.
24.2) If and to the extent that any provision of the Agreement or these General Terms and Conditions of Purchase is invalid, or, under the given circumstances, deemed unacceptable according to the principles of reasonableness and fairness, the parties shall consult with each other in order to agree upon a replacement provision that reflects, as closely as possible, the intent and purpose of the original provision.

Article 25 – Applicable Law and Competent Court
25.1) The legal relationship between Van Gelder and the Supplier shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
25.2) If the Supplier is established within the European Union, any dispute arising from or related to the Agreement shall be submitted to the exclusive jurisdiction of the competent court in Rotterdam.
25.3) If the Supplier is established outside the European Union, any dispute arising from or related to the Agreement shall be settled by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Rotterdam. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be Dutch. The arbitrator shall be appointed by the Netherlands Arbitration Institute. Notwithstanding the foregoing, Van Gelder shall be exclusively entitled to submit a dispute with a Supplier not established in the European Union to the exclusive jurisdiction of the competent court in Rotterdam.

Article 26 – Final Provisions
26.1) The Supplier’s right to suspend performance, including rights of retention and set-off, is excluded. Furthermore, the Supplier’s right to wholly or partially terminate or rescind the Agreement is excluded.
26.2) The Dutch-language version of these General Terms and Conditions of Purchase constitutes the only authentic text. In the event of any discrepancy between the Dutch text and a translation in a foreign language, the Dutch text shall prevail.

Part 2 – Purchase of Vegetables and Fruits

Article 27 – Prices and Payment
27.1) Prices and/or fees shall be determined per (delivery) or per delivery contract/seasonal contract.
27.2) If no other payment term is specified in the purchase order, a payment term of 60 days shall apply, starting from the latest of the following moments:
(a) the moment Van Gelder has received the invoice or – in the event Van Gelder invoices on behalf of the Supplier – the invoice date, and
(b) the moment the products have been accepted by Van Gelder or the Customer.

Article 28 – Delivery and Transfer of Risk; Van Gelder Crates
28.1) The Supplier is at all times required to store and transport the products under conditions that ensure the preservation of quality and that at least meet all legal and agreed requirements. For temperature-sensitive products, the Supplier is obligated to ensure that the temperature does not rise above or fall below the level that is desirable and/or necessary to maintain proper quality. The Supplier must regularly monitor and record the temperature and, upon request, provide Van Gelder with a copy of those records.
28.2) Upon delivery of the products, the Supplier is required to provide Van Gelder, the Customer, or any third party receiving the goods with a delivery note that includes at least the transport conditions, such as temperature and humidity, as well as a description of the products and their volume.
28.3) Ownership of the products transfers to Van Gelder or the Customer (depending on who receives the products) at the moment of delivery.
28.4) The Supplier is required to deliver the products in Van Gelder’s crates. The Supplier must ensure that the products fully fit inside the crate without protruding, to prevent damage to Van Gelder’s sorting system. Van Gelder reserves the right to refuse delivery of products not properly packed in its crates, without this constituting creditor’s default on the part of Van Gelder.
28.5) The crates are provided by Van Gelder against payment of a deposit and remain the property of Van Gelder. After the Supplier returns the crates to Van Gelder and Van Gelder confirms they are undamaged, Van Gelder will refund the deposit to the Supplier or offset it against any amounts still owed to the Supplier.
28.6) Van Gelder supplies the crates in a clean condition and will also clean them upon their return by the Supplier. The costs of cleaning will be borne by the Supplier and deducted from the deposit.

Article 29 – Quality and Inspection
29.1) The products must:
(a) comply with the specifications stated in the purchase order and any subsequently agreed written requirements,
(b) comply with all applicable Dutch and European (food) laws and regulations,
(c) comply with the laws and regulations of the country in which the Customer will sell the products,
(d) be free from substances that are hazardous to health, and
(e) not infringe upon any (intellectual property) rights of third parties.
29.2) To ensure transparency, the Supplier is obliged to fully cooperate at all times with an inspection of the products by a third party (or parties), such as the Stichting Kwaliteits-Controle-Bureau (KCB – Dutch Quality Control Bureau).
29.3) If the products do not comply with the agreed terms, Van Gelder – at its own discretion or that of the Customer – may:
(a) require the Supplier to take back the defective products at its own cost and risk, without the Supplier being entitled to any (damage) compensation, with the understanding that the agreed (purchase) price shall be reduced proportionally; or
(b) terminate the Agreement in whole or in part, without Van Gelder or the Customer owing any additional (damage) compensation.
In all cases where the products do not conform to the agreement, the Supplier is obliged to fully reimburse Van Gelder or the Customer for all incurred costs, including inspection costs, and for any damages suffered.
29.4) The Supplier shall indemnify Van Gelder and the Customer against any third-party claims arising from defects in the products. If the products must be recalled due to (food) safety issues, the Supplier shall provide full cooperation at its own expense.

Part 3 – Hiring of Personnel and Independents

Article 30 – General Obligations of the Supplier
30.1) The Supplier is obligated to follow the orders and instructions given by Van Gelder.
30.2) Before commencing performance under the Agreement, the Supplier must familiarize itself with the conditions on the premises and in the buildings where the work is to be carried out.
30.3) Upon first request by Van Gelder, the Supplier is required to submit, among other things:
(a) if applicable, its registration number with the mutual guarantee fund;
(b) a copy of its business license, if required;
(c) a VAT number and wage tax number;
(d) its blocked account (“g-rekening”) number and any other necessary information in the context of the Dutch Sequential Liability Act (Wet Ketenaansprakelijkheid).

Article 31 – Foreign Nationals Employment Act
31.1) The Supplier guarantees that it will timely and properly comply with all obligations imposed on it under the Foreign Nationals Employment Act (Wet arbeid vreemdelingen).
31.2) The Supplier is obligated to impose the obligations arising from the legislation referred to in Article 31.1 of these General Terms and Conditions of Purchase on all auxiliary persons engaged by it for the performance of the Agreement.
31.3) The Supplier indemnifies Van Gelder against any consequences—explicitly but not exclusively including the imposition of administrative fines—in the event of a breach of the obligations referred to in Articles 31.1 and 31.2 of these General Terms and Conditions of Purchase.

Article 32 – Dutch Chain Liability Act and Payment of Social Security Contributions and Payroll Taxes
In the case of a supplier with personnel
32.1) In executing the Agreement, the Supplier must comply with applicable laws and regulations, the applicable collective labor agreement (CLA), and the agreements it has made in individual employment contracts. When engaging subcontractors or companies that provide temporary workers, the Supplier must ensure that they are also required to comply with applicable laws and regulations, the relevant CLA, and all agreements made in individual employment contracts. The Supplier must also ensure that these parties impose the same obligations without modification on any further parties with whom they in turn enter into agreements.
32.2) The Supplier shall, where applicable, provide the following before or at the time the Agreement is concluded:
(a) a copy of a recent extract from the trade register of the Chamber of Commerce for the company;
(b) its VAT identification number and (if applicable) payroll tax number;
(c) a recent ‘Payment Behavior Statement Chain and Hirer’s Liability’ (no older than one month).
32.3) The Supplier must fulfill its statutory obligations to remit payroll taxes and social security contributions to the extent they are directly or indirectly related to the execution of the Performance.
32.4) Before commencing the Performance, the Supplier must provide a list of the workers deployed for the Performance, including their full names, date of birth, and nationality. For workers from outside the European Economic Area (EEA), a copy of their valid ID and a copy of their valid residence and work permit must also be attached.
32.5) In accordance with the ‘Implementation Regulation Mandatory Use of BSN’, Van Gelder has the right to collect and retain the citizen service number (BSN) of each person performing (part of) the Performance on behalf of the Supplier. These individuals must identify themselves upon first request by Van Gelder with a valid ID that shows their nationality and (if applicable) residence status. Van Gelder is entitled to record the BSN, type of ID, ID number and validity period, as well as initials, surname, date of birth, and nationality.
32.6) The Supplier is obligated to maintain a man-hours register upon Van Gelder's first request.
32.7) A man-hours register must be completed in full and include at least the following information:
(a) Supplier’s name and address details;
(b) Van Gelder’s name and address details;
(c) date;
(d) project/work number;
(e) Agreement number/reference;
(f) location where the Performance is carried out;
(g) full names and initials of Supplier’s employees;
(h) week number;
(i) number of hours worked per employee, including start and end times.
32.8) The man-hours register must be signed by the Supplier, thereby declaring that:
(a) the employees are properly registered in the Supplier's administration;
(b) the actual wages paid to the employees comply with the requirements of the Dutch Minimum Wage Act (WML) and the applicable CLA;
(c) the legally required taxes and contributions, including CLA contributions (if applicable), are paid for these employees;
(d) no other employees or temporary workers were used for the execution of the Agreement unless prior written consent was obtained from Van Gelder.
32.9) The man-hours register must be submitted weekly to Van Gelder for approval. Van Gelder is entitled to verify the accuracy of the register at any time.
32.10) The Supplier declares that it has a blocked account (g-rekening). If it does not, the Supplier must open one upon Van Gelder's first request.
32.11) Van Gelder has the right to pay the payroll taxes and social security contributions due in connection with the Performance assigned to the Supplier—liabilities for which it may be jointly responsible under the Dutch Chain Liability Act—by transferring these amounts to the Supplier’s g-rekening. If Van Gelder wishes to exercise this right, the parties will agree on the percentage of the invoice amount (excluding VAT) to be transferred to the g-rekening. If no agreement is reached, the percentage is deemed to be 40% of the invoice amount excluding VAT.
32.12) If the Supplier fails to have or open a g-rekening despite this article, Van Gelder may withhold payment of the amount intended for the g-rekening until the Supplier has one or until Van Gelder receives confirmation from the Dutch Tax Authorities that it will not be held liable under the Chain Liability Act.
32.13) If the Supplier employs persons who do not meet the requirements of this article, Van Gelder is entitled to deny such persons access to the workplace with immediate effect. Any resulting damages, including consequential damages, will be borne by the Supplier.
32.14) If Van Gelder incurs a tax assessment, penalty, or fine due to violations or non-compliance with legislation that can be traced back to the Supplier, Van Gelder is entitled to recover the resulting damages from the Supplier or to offset these against claims from the Supplier. Such damages may include administrative fines, penalties, and damages resulting from suspension of the Performance.

In the case of a supplier with personnel
32.15) Articles 32.15 through 32.22 of these General Purchasing Conditions apply in addition to Articles 32.1 through 32.14 only if the Supplier qualifies as a self-employed individual without employees (zelfstandige zonder personeel, ZZP’er) and the Agreement with the Supplier is based on the Dutch Tax and Customs Administration’s model agreement under reference number 90821.25537.1.0 dated June 1, 2021. The provisions marked in that agreement are incorporated herein without modification.
32.16) If any provision in Articles 32.1 through 32.14 conflicts with those in Articles 32.15 through 32.22, the latter shall prevail.
32.17) The Supplier and Van Gelder may choose, where applicable, to disregard the fictitious employment relationship of home workers or equivalents as referred to in Articles 2b and 2c of the Uitvoeringsbesluit Loonbelasting 1965 (Implementation Decree on Wage Tax 1965) and Articles 1 and 5 of the Besluit aanwijzing gevallen waarin de arbeidsverhouding als dienstbetrekking wordt beschouwd (Decree of December 24, 1986, Stb. 1986, 655). They will draw up and sign the relevant agreement to this effect prior to any payments being made.
32.18) The Supplier accepts the Performance and assumes full responsibility for properly carrying out the agreed work.
32.19) The Supplier independently organizes their work. Coordination with Van Gelder will take place where necessary for collaboration with others, to ensure optimal execution of the Performance. If required for the work, the Supplier will adhere to Van Gelder’s working hours.
32.20) The Supplier is entirely independent in carrying out the agreed tasks. During execution, the Supplier is only bound by Van Gelder’s instructions insofar as they pertain to the result of the Performance.
32.21) Van Gelder expressly agrees that the Supplier may also perform work for other clients.
32.22) The Supplier indemnifies and holds Van Gelder harmless from any (additional) assessments for wage tax and/or national insurance contributions. In such cases, any payment made under the Agreement to the Supplier will be considered a gross amount, inclusive of the employer’s share in taxes and contributions, and a corresponding recalculation and settlement will take place.

Article 33 – Dutch Labour Market Fraud (Bogus Schemes) Act (Wet aanpak schijnconstructies)
33.1) The Supplier shall document all employment conditions applicable to the performance of the Agreement in a clear and accessible manner.
33.2) The Supplier shall, upon request, grant competent authorities access to these employment conditions and cooperate with inspections, audits, or wage validations.
33.3) Upon request, the Supplier shall grant Van Gelder access to the employment conditions if Van Gelder deems this necessary in connection with preventing or handling a wage claim relating to work performed under the Agreement.
33.4) The Supplier shall immediately notify Van Gelder in writing of any wage claim brought by or on behalf of a worker who has performed work for Van Gelder. The Supplier shall make efforts to resolve any (signs of) irregularities within a reasonable timeframe.
33.5) The Supplier shall indemnify Van Gelder against any third-party claims based on the Dutch Labour Market Fraud Act. Van Gelder shall recover from the Supplier any damages it suffers as a result of claims under this Act.
33.6) The Supplier is obligated to impose the obligations arising from Articles 33.1 through 33.5 of these General Purchasing Conditions on all auxiliary persons engaged in the performance of the Agreement.

Article 34 – Hiring of Personnel on a Call-Off Basis and Hourly Invoicing
34.1) If it has been agreed with the Supplier that Van Gelder may hire personnel on a call-off basis, Van Gelder shall have the right, during the term of the Agreement, to hire personnel from the Supplier from time to time. Van Gelder shall never be obliged to purchase a minimum number of hours.
34.2) The Supplier shall only be entitled to payment for hours worked insofar as these do not exceed the number of hours set out in the delivery schedule prepared by Van Gelder. If and insofar as the hours invoiced by the Supplier exceed Van Gelder’s delivery schedule, the Supplier shall be required to provide proper written justification for the excess. Upon receipt of such written justification, Van Gelder will assess whether the additional hours qualify for reimbursement.

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