Van Oord N.V.

General Purchasing Conditions

1. Definitions 9. Transfer of title
In these General Purchasing Conditions, the f ollowing terms are def ined as stated below: a. The legal and benef iciary title of the Goods and/or Supply to be manufactured under the Agreement is
Conditions: these General Purchasing Conditions; transf erred to the Purchaser as soon as the Supplier starts to process the Goods and/or Supply, has
Purchaser: Van Oord N.V. or one of its subsidiaries; obtained them from third parties, or has manuf actured them, whichev er is the earlier. The Supplier shall
Supplier: the natural or legal person with whom the Purchaser has entered into the Supply keep, individualise and mark these Goods and/or Supply as being the property of the Purchaser. Such a
Agreement; transf er of title does not constitute approval of the Goods and/or Supply and the Supplier shall remain liable
Agreement: the agreement betwe en the Purchaser and the Su pplie r which has bee n f or any loss of or damage to the Goods and/or Supply.
concluded in accordance with the prov isions set down in Articles 2 and 3 of the b. At the time of delivery, the Goods and/or Supply shall be f ree f rom encumbrances, shall not have been
Conditions; pledged nor hav e any rights of retention or any other rights of third parties vested in the Goods and/or
Goods: the goods and/or serv ices which must be prov ided by the Supplier, as described in Supply.
the Agreement; c. At f irst written request of the Purchaser, the Supplier shall sign a certificate to record such legal and
Supply: the work and/or deliveries and/or services to be carried out by the Supplier in benef iciary ownership of the Purchaser of the Goods and/or Supply.
accordance with the Agreement. 10. De li v er y
2. Applicability of the Conditions a. The location of delivery is indicated by the Purchaser in the Agreement.
a. The Conditions shall apply to all requests for quotations and any enquiries made by the Purchaser to the b. The deliv ery time stipulated by the Agreement is essential. The Supplier guarantees the timely deliv ery of
Supplier as well as to all Agreements. Any quotation issued by the Supplier to the Purchaser shall be all Goods and/or Supply to the location[s] specif ied in the Agreement. If and when the Supplier becomes
based on the Conditions and shall be valid for at least 90 calendar days. aware of the f act that the Goods and/or Supply is not going to be deliv ered on time, he shall immediately
b. Apart f rom these General Purchasing Conditions, no other conditions and/or stipulations apply to this notify the Purchaser of this in writing. This notif ication does not aff ect the Supplier’s obligation to comply
Agreement, other than the ones mentioned in the Agreement. with the Agreement and the deliv ery time. If the deliv ery obligations specif ied in t he Agreement are not
c. If any conf lict arises between the Agreement and the Conditions, the Agreement takes precedence over met, not met on time or incorrectly met, the Purchaser has the right to terminate the Agreement in
the Conditions. accordance with Article 16 a. and b.
d. The Purchaser shall not be obliged to remunerate the costs involv ed in making and submitting a quotation. c. The Goods and/or Supply shall be delivered to the Purchaser DDP at the location indicated in the
3. The Agreement Agreement during normal working hours and unloaded by the Supplier f or his risk and account.
a. Any v erbal agreement is inv alid, unless conf irmed in writing by the Purchaser. d. If the agreed term[s] or time[s] of delivery is exceeded, the Supplier shall be liable for the penalty specif ied
b. The Supplier has the opportunity to conf irm his acceptance of the Agreement in writing for a period of in the Agreement. This penalty shall apply without prejudice to any of the other rights of the Purchaser.
sev en calendar days after receipt of the Agreement. e. The Goods a nd/or S upp ly shall be accepted by the Purchaser at the time a nd locati on of deliv ery which
The Agreement shall be considered to have been concluded after the lapse of seven calendar days after the was ag ree d upo n, prov ided that the re is a re asona ble o ppo rtunity to conduct an inspecti on an d to take
day that the Agreement was sent to the Supplier, unless the Supplier has declared that he does not accept the any necessary measures as described be lo w. If , and insof ar as, the Goods and/or S upp ly are not in
Agreement within the said period of sev en calendar days. accordanc e wit h the agr eed sp ecif ications and/o r qua ntities in the Agre ement, the Pu rchase r has the
d. The Agreement is based on a quotation issued by the Supplier. right - r egar dless of the possible acce ptance of the Goods an d/or S upply by the Purchaser an d without
4. Drawings, specifications and technical data impair ing a ny other right or remedy av ailable to that en d, contractua l or le gal - to take th e f ollowi ng
a. When executing the Agreement, the Supplier shall not deviate f rom the drawings, specifications and/or measures:
technical data supplied by the Purchaser, nor shall he make any amendments to them without prior written i. Not to accept the Goods and/or Supply and to leav e them at the disposal of the Supplier at the time
consent of the Purchaser. If the Supplier is of the opinion that an amendment should be made, the Supplier and location of the deliv ery, and to terminate –without notice- the Agreement immediately in writing
shall immediately notify the Purchaser of this in writing. Drawings, specifications and/or technical data i.e. Article 16 a. and b. is not applicable;
supplied by the Purchaser to the Supplier shall not be disclosed or used by the Supplier for any reason other ii. Not to accept the Goods and/or Supply and to leav e them at the disposal of the Supplier at the time
than the execution of the Agreement. and location of the deliv ery, and to instruct the Supplier to replace the Goods and/or Supply
b. The Supplier shall provide the Purchaser with drawings, specifications and/or technical data f or approv al immediately with Goods and/or Supply which comply with the Agreement, without any additional
and/or archiving on receipt of the first written request of the Purchaser. Any approv al by the Purchaser of costs for the Purchaser.
drawings, specif ications and/or technical data shall not release the Supplier in any way f rom his obligations iii. To retain the Goods and/or Supply (which shall not in any way constitute the Purchaser’s
under the Agreement. acceptance of the delivered Goods and/or Supply) provided that parties can agree upon a
5. Inspection and testing reasonable deduction of the price.
a. Without prejudice to the prov isions set down in paragraphs b. and c. of this article, and without prejudice to The Supplier shall extend his cooperation to the Purchaser, regardless of which of the above options the
the obligation of the Supplier to carry out the necessary inspections himself, the Purchaser and his client[s] Purchaser pref ers. The Supplier shall bear all costs of the repair, replacement and transportation of the
or third parties as instructed in writing by the Purchaser, are entitled to inspect and test the Goods and/or nonconforming Goods and/or Supply and shall reimburse all costs and expenses to the Purchaser (including
Supply at any time during processing, manuf acturing or storage [prior to deliv ery] f ree of charge. The without limitation, inspection, handling and storage costs) that he has reasonably incurred in connection
Supplier shall ensure that any other suppliers also extend their cooperation to that end to the Purchaser and therewith. In option e. (i) or e. (ii), the risk for loss or damage to the Goods and/or Supply remains with the
his client[s] or third parties f ree of charge. Supplier. If, for any reason, the Purchaser is unable to receive the Goods and/or Supply at the agreed time,
b. Whether the Purchaser has exercised the right ref erred to in paragraph a. of this article or not, the Supplier the Supplier shall store the Goods and/or Supply or arrange for them to be stored in an adequate manner
shall retain f ull liability for the correct execution of the Agreement. and shall take measures in order to av oid loss of quality and/or other damage.
c. If , after delivery, during inspection and/or testing of the Goods and/or Supply, by the Purchaser, it appears f. While on the Purchaser’s premises, or at any location where the Goods and/or Supply are to be deliv ered or
that they do not fully, or only partially, comply with the Agreement, the Purchaser shall send the Supplier a the Supply is to be executed, the Supplier and its personnel and agents shall comply with all of the
notif ication of rejection. In the ev ent of such rejection, the risk related to the rejected Goods and/or Supply Purchaser’s health and safety requirements and any other policies, standards and requirements of the
shall immediately be transf erred back to the Supplier. Purchaser that are relev ant to the perf ormance of the Agreement; the Purchaser reserves the right to ref use
d. Unless expressly agreed otherwise, the Supplier shall, during the execution of this Agreement, submit the to admit to or remove f rom its premises any person who fails to comply with such requirements.
necessary drawings, calculations and specifications f or the written approv al of the Purchaser before 11. Liability/insurance
commencing the construction, production or order of the relevant part. a. The Supplier is liable f or all damages or personal injury of any nature which is caused by the non-fulf ilment
Approv al from, or inspection by, the Purchaser in any form or for any reason, does not constitute of his obligations or by his acts or omissions, regardless of whether this has occurred as a result of his
acceptance and does not affect the responsibility of the Supplier to fulfil his obligations. negligence or not. The liability also extends to damage caused by exceeding the delivery time, damage to
e. The Supplier is obliged to carry out all the tests agreed upon or otherwise required, at his own expense and goods, trading loss and other damages which arise for the Purchaser.
to submit the results to the Purchaser, even if this is not explicitly stated in the Agreement. The Supplier b. The Supplier is obliged to take out and maintain adequate insurance f or the Supplier’s liability, to pay the
shall provide the certified test certif icates to the Purchaser at his first written request. premium in f ull in advance f or the term of the Agreement and to prove to the satisf action of the Purchaser
f. Any test or acceptance of the Goods and/or Supply or part thereof by the Purchaser’s local working that any compensation shall be paid directly to the Purchaser. Such insurance policies shall be written with
subordinates, which is coupled with a confirmation at the location of deliv ery of the Goods and/or Supply or appropriate licensed and f inancially responsible insurers. The Supplier shall inf orm the Purchaser of any
part thereof will be deemed to be a temporary acceptance or test and does not affect the rights of the cancellation or reduction in cov erage with a minimum of 30 days prior written notice. Certificates of
Purchaser which arise f rom this article. insurance evidencing the required cov erage and limits and insurance policies shall be furnished to the
g. If, at any time, it appears that the Goods and/or Supply are not in accordance with the Agreement, the Purchaser forthwith at the Purchaser’s f irst written request to the Supplier.
Purchaser is entitled to terminate the Agreement as stipulated in Article 16 a. and b. of the Conditions. 12. S e cur it y
6. Quality and legal requirements a. The Supplier shall furnish the security required by the Purchaser on his f irst demand.
With regard to quantity, description and quality, the Goods and/or Supply shall: b. The Supplier shall pledge to the Purchaser the materials and resources which he shall use f or the Goods
a. Be in accordance with that which is stated in the Agreement, containing no asbestos. and/or Supply now and in the f uture (if applicable in accordance with Article 3:237 of the Dutch Civil Code),
b. Be made of a sound material and well constructed. and the Purchaser shall be entitled to use these to carry out the Supply and/or use of t he Goods, also when
c. Be equal in all aspects to the sample[s], model[s] or specif ication[s] provided or supplied by the Purchaser this Agreement is terminated. The Supplier shall ensure that he is authorised to pledge and give the use of
and/or the Supplier. Specification shall, in this regard, also mean the description, technical or otherwise, of the Goods and/or Supply to the Purchaser.
the Goods and/or Supply which is included in the Agreement, or which the Agreement refers to, or f ailing 1 3. Subcon tra cting
that, the description, technical or otherwise, which is in use by the Purchaser and the Supplier or is a. Without prior written permission from the Purchaser, the Supplier is not entitled to assign the Agreement or
otherwise in general use. any part thereof to third parties or to have it carried out by third parties or to subcontract the Agreement to
d. Be able to deliv er the perf ormances for which the Goods and/or Supply are intended. third parties. This shall not apply to that part of the deliv ery for which the manufacturer is explic itly named in
e. Comply with all applicable standards, laws and government regulations. Any costs, damage and/or fines the Agreement.
which are the result of non-compliance with the aforementioned, shall be borne by and at the risk of the b. Transf erring or subcontracting the Agreement does not affect the responsibility of the Supplier towards the
Supplier. The Supplier indemnif ies the Purchaser against all possible claims in that respect. Purchaser to correctly observe the Agreement.
f. Comply with the CE marking or the EC declaration of conf ormity for machines/safety components or the 14. Material provided by the Purchaser
“manuf acturer’s declaration”; the Supplier shall submit the CE declaration of conformity. a. Materials prov ided to the Supplier by the Purchaser shall remain the property of the Purchaser under all
g. The Supplier shall prov ide the Purchaser with f ull inf ormation, in writing, on the status of the Goods in circumstances. Such materials shall be segregated from other property and stored separately in a manner
respect of any applicable export control legislation or regulations, including that which is applicable within that enables any third party to recognize that such items are the property of the Purchaser. The Supplier is
the EU, the US and elsewhere, relating to “dual-use” goods (i.e. where any Goods may hav e a military not permitted to use these materials for any other purpose than for the benefit of the Purchaser and in
application and be listed as controlled dual-use items under the relev ant legislation, or regulations, or any accordance with the Agreement.
Goods which may be subject to export controls under certain conditions specified in such relev ant b. The risk of the loss of, or damage to, the materials prov ided by the Purchaser to the Supplier, remains with
legislation or regulations) or military goods. If the Goods and/or Supply are not subject to any export control the Supplier until said materials are returned to the Purchaser and are unloaded at their destination.
legislation, the Supplier shall immediately issue a statement to that effect to the Purchaser. The Purchaser c. The material is deemed to be in a good condition and to comply with the required specifications and the
has sample statements av ailable upon request. The obligations of the Supplier pursuant to this Article 6 will Agreement, unless the Supplier has lodged a written complaint with the Purchaser immediately after receipt of
hereinaf ter be referred to as the “Export Control Obligations”. If the Goods are subject to the applicable the materials.
export control legislation or regulations, the Supplier shall immediately prov ide the Purchaser with all the d. The Supplier must treat the prov ided materials with proper care; if this is not observed, the costs
specif ic inf ormation and documents relating to the Goods that may be relev ant f or the Purchaser in order to arising therefrom shall be charged to the Supplier.
apply for export or re-export licenses, or any other permits from the relev ant authorities. The Supplier shall, 15. P a ym e nt
in any ev ent, prov ide the Purchaser with: a. The inv oices shall be sent to the Financial Department of the Purchaser.
• Product specifications; b. The inv oices shall explicitly state the PO/ref erence numbers in accordance with the Agreement. If
• Country of origin; these numbers are not included, the Purchaser has the right to suspend his obligation to pay.
• Export Control Classification Number (ECCN); c. If the Supplier has f ulfilled all his obligations under the Agreement, the Supplier shall invoice the agreed price
• Munitions List number (ML); to the Purchaser, after which payment by the Purchaser shall be executed within sixty (60) days after the date
• CN code (Combined Nomenclature, in Dutch: Gecombineerde No menclatuur). In of the correct and undisputed inv oice. The Purchaser is entitled to offset any payments, costs, damage and/ or
the ev ent of the Supplier f ailing to comply with the Export Control Obligations, the Purchaser has the right to interest which are, or shall be, owed by the Supplier to the Purchaser, against any payment[s] to the Supplier.
d. The Supplier is alway s obliged to f urnish the personal or real security required by the Purchaser at his f irst
suspend payment of the invoice f rom the Supplier until the latter has complied with such Export Control
demand.
Obligations. Alternativ ely, at the Purchaser’s sole discretion, the Purchaser shall be entitled to terminate the
Agreement with immediate effect after giv ing written notice of such to the Supplier. 16. Breach of contract
7. Price a. If the Supplier is in breach of any condition/requirement of the Agreement, the Purchaser shall issue a notice
All prices are fixed and f irm; they exclude VAT [Dutch BTW] but include deliv ery of the Goods and/or Supply of def ault to the Supplier in writing. The Supplier shall rectify such breach within 7 calendar days,
commencing the day after the notice of default was sent by the Purchaser to the Supplier.
with the Deliv ery Duty Paid (= DDP, in accordance with the latest edition of INCOTERMS) and the unloading
b. If the Supplier f ails to remedy the breach(es) stated in the notice of default to the f ull satisfaction of the
of the Goods and/or Supply at the Suppliers risk and account.
Purchaser, the Supplier shall be in default under the Agreement and the Purchaser may at his sole discretion
8. Packaging, shipping and transporting
terminate the Agreement in f ull or in part without prejudice to the Purchaser’s other legal rights. If the
a. The Supplier shall package the Goods and/or Supply to be deliv ered as economically and saf ely as
possible, in such a way that the consignment is manageable and remains undamaged and protected f or Purchaser does not exercise this right, it shall not in any way constitute a waiv er of the right to terminate the
all climate conditions throughout its transportation in the entire logistics chain. All wooden transportation Agreement at a later stage. No notice of default is required if it is not required under the law or according to
packages shall be authoritativ ely stamped as treated in accordance with ISPM 15 (see www.smhv .nl). these Conditions, or if a f orce majeure arises, or compliance is temporarily or permanently impossible. The
Purchaser shall then be entitled, at its own discretion, to terminate the Agreement in whole, or in part, by
Handheld packages shall in no ev ent weigh more than 23kg. Any items ov er 23kg shall be packed in such
sending an immediate written notice to the Supplier.
a manner that they are suitable for lif ting by mechanical aids such as pallet trucks, f orklifts, cranes etc.
The packaging costs will be borne by the Supplier. c. This shall also apply if the control ov er the Supplier or his com pany and/or business activ ities changes
b. Supplies of dangerous substances shall comply with the transport conditions set down in the ADR/IMDG owner to a signif icant extent, unless the Supplier demonstrates that the execution of the Agreement shall not
code, the VLG [United Av iation Group] or the IATA, and must be accompanied by all the relevant be aff ected in any way. If this Agreement is terminated, any debts which may currently be owed to the
Purchaser by the Supplier, or shall be owed at a later date become immediately due and pay able in full.
documentation. The Supplier warrants that any dangerous Goods and/or Supply deliv ered to any
warehouse of the Purchaser shall be delivered in limited quantities in accordance with the ADR/IMDG d. Either party may terminate the Agreement without judicial interv ention if, and as soon as, the other party
code. The relevant packages shall be labelled with the appropriate dangerous goods warning labels. offers to make a v oluntary arrangement with his creditors, ceases business activities, becomes the subject
c. The Supplier shall mark the consignment clearly with the PO (Purchase Order) number and the number of of, or f iles a v oluntary petition in bankruptcy, submits an application for a moratorium on payments, or is
packages related to the PO. declared bankrupt.
e. If this Agreement is terminated by the Purchaser, the Purchaser is entitled to f inalise the Agreement at the
e. The outside of the packages shall bear a packing list which lists the contents of each package.
expense and risk of the Supplier, without prejudice to the Purchaser’s right to claim compensation.
f. If the aforementioned conditions are deviated f rom, the Purchaser reserves the right to ref use and return the
consignment for the Supplier’s account.

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 Van Oord N.V.
General Purchasing Conditions

f. Any claim for compensation made by the Supplier shall be time-barred; if a claim is not received by the a) The Supplier’s personnel executing the Supply and/or Agreement shall, at all times, be deemed to be the
Purchaser within 6 months after f ulfilment of the Agreement or 6 months after the Agreement is terminated it personnel of the Supplier and the Supplier agrees to indemnify, hold harmless and def end the Purchaser, its
will be regarded as being null and void. parent, subsidiary and affiliated companies against any consequences of the Purchaser being held at any time
17. Gua ra nt e e to be the employ er and/or f or being responsible f or making compulsory deductions and/or payments for
a. The Supplier guarantees that the Goods and/or Supply shall be correct and sound and that they shall, income taxes, social security premiums and (alternative) private insurance premiums, pension f und
among other things, comply with the provisions set down in Article 8 of the these Conditions. This guarantee contributions etc., whether this is due to the failure of the Supplier to properly and timely deduct and/or make
shall be valid for a minimum period of eighteen [18] months f ollowing the commissioning of the Goods those payments, or otherwise.
and/or Supply deliv ered in accordance with the Agreement; if said Goods and/or Supply are not b) Whenev er the Purchaser is of the opinion that there is reasonable doubt as to the Supplier’s proper
commissioned within eighteen [18] months of deliv ery then the guarantee period is twenty -f our [24] months compliance with one or more of the following obligations: making compulsory deductions and/or payments for
f ollowing delivery, unless the Supplier has stipulated a longer guarantee period with regard to said Goods income taxes, pay ing social security premiums and (alternative) private insurance premiums, and making
and/or Supply f rom his own supplier[s], or unless a longer guarantee period is specif ied in the Agreement, in pension f und contributions, then the Purchaser has the right, and the Supplier the obligation, to provide
which case the longer guarantee period shall apply. security in a form and manner which is satisfactory to Purchaser to saf eguard the proper remedy of the
b. During the guarantee period set out in Article 17.1, the Supplier shall rectify all errors and faults at first omission and the performance thereafter. In addition or alternatively, as the Purchaser may reasonably
written demand of the Purchaser including any dismantling and re-installation of the rectif ied and/or new determine at its sole discretion in view of the seriousness of the situation, the Purchaser shall be entitled to
Goods and/or Supply, all f or the risk and account of the Supplier. If the Supplier does not commence to withhold f urther payment of any money to the Supplier until the Supplier has remedied the situation to the
rectify the errors or def ects forthwith, the Purchaser shall be entitled to do all that is necessary or to have Purchaser’s satisfaction, or to retain from f urther payments a sum of up to 50% of all money paid to date to
third parties do all that is necessary to rectify the errors and faults of the Goods and/or Supply at the risk and the Supplier under the relev ant Supply and/or Agreement.
expense of the Supplier, and to charge the Supplier for all related costs. c) If and when applicable, the Purchaser reserves the right to pay the Supplier the amount f or the social security
18. Intellectual property rights premiums and wage taxes owed by the Supplier in relation to the Agreement, for which he is sev erally liable
a. The Supplier warrants and guarantees that the Goods and/or Supply delivered by him to the Purchaser does pursuant to the Dutch Sequential Liability Act (=Wet Ketenaansprakelijkheid), by deposit on his blocked
not inf ringe and/or violate any intellectual property rights of any third party, and the Supplier indemnifies the account as ref erred to in the Sequential Liability Act. Without prejudice to the prov isions of the preceding
Purchaser against all claims which are made against the Purchaser in this regard. The Supplier shall refund, at sentence, the Purchaser shall at all times be entitled to withhold the abov e-mentioned amounts of social
first written demand, to the Purchaser all costs, damage and interest including any costs relating to conducting security premiums and wage taxes f rom the Supply and/or the Agreement price and pay it on behalf of the
of legal proceedings which are the result of any infringement and/or violation. Supplier directly to the receiv er of direct taxes. If a penalty, levy or assessment, f ine or any other sanction
b. Goods and/or Supplies and procedures which the Supplier has dev eloped in cooperation with or by order of which is financially disadv antageous to the Purchaser is imposed on the Purchaser by a public authority in
the Purchaser, are exclusiv ely accrued to the Purchaser and cannot be prov ided to third parties without the connection with an action or omission of the Supplier, the Supplier shall indemnify the Purchaser in this regard
written permission of the Purchaser. and/or the Purchaser may withhold such amounts f rom the payments made under the Agreement to the
19. W av Supplier to cov er any such penalty, levy or assessment, fine or any other sanction.
The Supplier is deemed to be aware of, and to comply with, the prov isions of the Wet arbeid vreemdelingen 23. Sanctions
or Wav (Dutch Foreign Nationals Employment Act) with regard to the prohibition on having foreign nationals a. The Supplier is deemed to be aware of all applicable economic sanctions laws, anti-boycott laws and trade
perf orm work in the Netherlands without a work permit f or non-EU nationals. The Supplier shall point out the restrictions imposed by the United States of America and/or the United Nations and/or the European Union
prov isions of the Wav in writing to any auxiliary person engaged by the Supplier f or the perf ormance of the as may be amended f rom time to time. The Purchaser cannot acc ept deliv ery of Goods and/or Supplies or
Agreement, and shall oblige the auxiliary person to comply with the prov isions of the Wav and to include this serv ices that places, or is likely to place, the Purchaser in a position of non-compliance with, or in
prov ision in any subcontracting contracts or other contracts he may enter into. Any c onsequences and costs contrav ention of, the af orementioned laws and restrictions.
related to compliance or non-compliance are at the expense of the Supplier, including any penalties b. The Supplier shall immediately adv ise the Purchaser if he is unable to deliv er the Goods and/Supplies
imposed on the Purchaser, or on any other employers within the meaning of the Wav, such as the Supplier, because of the imposition of economic sanctions laws, anti-boycott laws and trade restrictions that touch,
its auxiliary persons, etc. The Supplier shall determine, also on behalf of the Purchaser, the identity of all concern or affect the delivery of the Goods and/or Supplies. If the Parties cannot mutually agree upon the
f oreign nationals present at the workplace, as referred to in Article 15 of the Wav and shall inspect the deliv ery of alternative Goods and/or Supplies, the Agreement shall be terminated with immediate effect by the
identity documents and work permits of these f oreign nationals for authenticity and v alidity. The Supplier Purchaser without a notice of default being required and without any recourse of the Supplier to the Purchaser
shall retain, also on behalf of the Purchaser, copies of these documents in his records, as ref erred to in i.e. article 16 a. and b. is not applicable.
Article 15 of the Wav, f or at least 5 (f ive) years after the end of the calendar y ear in which the Agreement is 24. Applicable law and disputes
completed. The Supplier may use electronic means in this context. If a v iolation of the Wav occurs in any a. These Conditions and the Agreement[s] to which these Conditions apply, are gov erned by Dutch law. If
way whatsoev er and is discovered by the Labour Inspectorate, or any other body, the penalties arising any conflict should arise between them, then the Dutch v ersion of these Conditions prev ails over the
theref rom f or the Purchaser or any other employers within the meaning of the Wav shall be at the expense English translation.
of the Supplier, who will indemnify the Purchaser in this respect. The Purchaser shall pass on these b. The competent Court in Rotterdam (The Netherlands) shall hav e exclusive authorisation to assess a dispute
penalties to the Supplier, who shall pay these to the Purchaser at first request or, alternativ ely, the which arises f rom or relates to this Agreement or these Conditions which cannot be settled amicably out of
Purchaser shall set off these penalties with the next payment (partial payments or otherwise) to be made by court.
the Purchaser to the Supplier, without any notice of def ault being required and irrespective of any objection c. The Supplier shall comply with the UK Bribery and Corruption Act.
or appeals made by the Supplier against the penalty imposed. The f oregoing does not affect any rights or
claims of the Purchaser. For and on behalf of Van Oord N.V.:
2 0. Corre spond en ce
All correspondence with regard to the Agreement shall be addressed to the contact person(s) as
mentioned in Agreement or notified in writing to the other party. For the purpose of the Agreement, “in P. Van Oord
writing” shall mean any method of legible communication. A notice may be giv en by any effectiv e means Director
including, but not limited to f ax, email, registered or recorded mail or by personal service. Email will be
deemed as hav ing been accepted upon dispatch.
2 1. Confi den ti alit y
The Sup plier shal l not reprod uce or div ulge, disclose or make accessible to third parties, and shall
keep in the strictest conf idence, any and all inf ormation that he receiv es f rom the Purchaser.
Inf ormation contained herein shall includ e all inf ormation, know-ho w, data, technical reports, drawin gs
and any written or oral inf ormation of a similar nature. The Suppl ier shall not make any public
announcement or statements to third parties (including the press at large) with regard to the
Agreement, without the prio r and written consent of the Purchaser. This obligatio n shall cease f iv e (5)
y ears after completion of the Agreement

22. Suppliers personnel

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