Indu-Tools B.V., I-Rental N.V., I-Rental SAS

Article 1. Concepts

In these general purchase conditions the following terms have the following meanings:

1.1.               Indu-Tools: the private company with limited liability Indu-Tools B.V., whose registered office is situated in Rotterdam and having its office among other places at Driemanssteeweg 62 in (3084 CB) Rotterdam, entered in the commercial register of the Chamber of Commerce with reference 24383521, and all companies affiliated with it, the company limited by shares I-Rental N.V., whose registered office is situated at Noorderlaan 485 in (2030) Antwerp, entered in the commercial register of the Crossroads Bank for Enterprises with enterprise number 0826.662.803 and all companies affiliated with it and I-Rental SAS whose registered office is situated at Voie des Sarcelles in (76430) Sandouville, with SIREN number 751658113, and all companies affiliated with it;

1.2.               GPCs: the present general purchase conditions of Indu-Tools;

1.3.               Contractor: the other party of Indu-Tools in the case of applications for proposals, proposals, offers, communications and Agreements with Indu-Tools when the other party offers or supplies a service and/or good to Indu-Tools;

1.4.               Agreement: the contractual relationship between Indu-Tools and the Contractor in connection with the purchase of goods and/or services by or on behalf of Indu-Tools, the completion of a work, the execution of an order and/or the performance of services, by whatever name, for the benefit of Indu-Tools, to which the GPCs have been declared applicable;

1.5.               Party/Parties: Indu-Tools and/or the Contractor, depending on the context;

1.6.               Written or In Writing: this also includes electronic communication such as by e-mail.

Article 2. Applicability

2.1.               The GPCs of Indu-Tools always apply to all applications for proposals, proposals, offers, orders, Agreements and deliveries of goods and/or services to Indu-Tools.

2.2.               The GPCs also apply to any further and/or succeeding Agreements between Indu-Tools and the Contractor.

2.3.               These GPCs apply both inside and outside the Netherlands, irrespective of the place of residence or establishment of the Parties concerned in any Agreement, irrespective of the place where the Agreement was concluded, or should be/should have been performed.

2.4.               Unless something else has been agreed explicitly in writing, the applicability of (other) general conditions of the Contractor is excluded, also if they are mentioned in the Contractor’s proposal.

2.5.               In the event of any contradiction the provisions of the Agreement will prevail over the provisions of these GPCs.

2.6.               Indu-Tools is empowered to make alterations in these GPCs unilaterally. These alterations will take effect thirty (30) days after Indu-Tools has drawn the Contractor’s attention to the alterations in writing. If the Contractor does not accept these alterations and communicates this in writing to Indu-Tools, this will be regarded as a notice of termination of the Agreement, on which occasion the Agreement will be terminated immediately. For the rest deviations from and additions to the Agreement will only be valid if they have been agreed in writing by the Parties.

2.7.               If the Contractor becomes or has become acquainted with these GPCs in another language than the Dutch language and it is a matter of differences of interpretation inspired by the text, the Dutch language version will prevail over its translation.

Article 3. Conclusion of agreements

3.1.               All the Contractor’s proposals and offers are irrevocable, as referred to in Section 6:219(1) of the Civil Code.

3.2.               An Agreement between Indu-Tools and the Contractor will only be concluded after explicit written acceptance of the Contractor’s proposal, offer or communication by Indu-Tools.

3.3.               If the Contractor’s proposal or offer contains reservations or alterations with regard to the application for a proposal or the request of Indu-Tools, the Contractor must explicitly draw the attention of the Indu-Tools to these reservations or alterations, also if the proposal or offer only deviates on subordinate points. If the Contractor does not fulfil the obligation of information mentioned in this paragraph, the Agreement will only be concluded, in deviation from paragraph 2 of this article, if Indu-Tools has agreed explicitly in writing to the reservations or alterations that have been included in respect of the application for a proposal.

3.4.               Only the management board and – if applicable – persons who have explicitly been authorised for the purpose by the management board can and may conclude Agreements on behalf of Indu-Tools.

3.5.               All the pricelists, brochures and other data supplied with a proposal or offer of the Contractor will be described as accurately as possible and are binding on the Contractor. Indu-Tools may proceed on the presumption that the information supplied is correct.

Article 4. Alterations

4.1.               Any additional arrangements or alterations in the Agreement or of these GPCs, and also (oral) arrangements and/or promises by personnel of Indu-Tools or by buyers, agents, representatives or other auxiliary persons of Indu-Tools will only bind Indu-Tools if they have been acknowledged in writing by Indu-Tools by a person authorised to do so.

Article 5. Contractor’s general obligations

5.1.               The Contractor will ensure a timely and complete performance of the Agreement in conformity with the wishes of Indu-Tools.

5.2.               If the Agreement or information supplied by Indu-Tools contains errors, defects, contradictions or obscurities that the Contractor knew or should know, the Contractor must warn Indu-Tools about them as soon as possible, failing which he will be liable for damage that Indu-Tools suffers as a result.

5.3.               If in connection with the performance of the Agreement goods of Indu-Tools must be used, the Contractor will treat and manage them carefully (“with due diligence”).

Article 6. Prices/rates, invoicing and payments

6.1.              All agreed prices or rates have been determined in euros, excluding turnover tax (in Dutch: “omzetbelasting”) and including all costs and (other) taxes and levies, unless something else has explicitly been agreed in writing.

6.2.               If the Contractor performs services on the basis of actual costs, the hourly rate used in that connection will be determined in advance.

6.3.               Unless something else has been agreed, the costs of proposals, samples, trial shipments and sample materials will be for the Contractor’s account.

6.4.              The rates will be raised at most once (1) year, but not within one (1) year after the signing of the Agreement and will be communicated by the Contractor in writing to Indu-Tools at least one (1) month before the commencing date, with mention of the basis and method of calculation. The percentage of change will, however, at most be the CBS indexation for consumer households (in Dutch: “CBS indexering consumenten huishoudens”) (CPI). Reduction of rates may always be carried out.

6.5.               Invoicing will be done in the manner described in the Agreement. Invoicing and payment will be effected in euros.

6.6.               Payable invoices will be paid within sixty (60) days after the date mentioned on the invoice.

6.7.               If payment by Indu-Tools is not made within the period set in article 6.6 and Indu-Tools also fails to do so after expiry of a reasonable period of default set by the Contractor, Indu-Tools will owe interest of 2% a year on the payable amount, by virtue of Section 6:119a(8) of the Civil Code.

6.8.               Costs of measures that Indu-Tools takes in and out of court in connection with the Contractor ’s failure to fulfil obligations to Indu-Tools, will be entirely for the Contractor’s account. This entails among other things that the Contractor will fully compensate the extrajudicial and judicial costs to Indu-Tools. The extrajudicial costs amount to 15% of the amount to be collected with a minimum of five hundred (500) euros.

Article 7. time of delivery

7.1.               The final delivery date will be included in the Agreement.

7.2.               Unless something else has been agreed explicitly, the periods included in the Agreement will be regarded as deadlines.

7.3.               If the Contractor transgresses any delivery date, dates or period(s), the Contractor will be in default immediately and Indu-Tools will be empowered to impose a fine on the Contractor without prior notice of default to the amount of one (1) % of the price of the consignment for every calendar week or part of a calendar week that the transgression continues, to a maximum of ten (10) % of the value of the Agreement, which fine will be claimable immediately. The dueness of this fine will leave intact the right to performance, compensation and/or dissolution of the agreement, so that the right to claim payment of this fine may be exercised by Indu-Tools alongside the above-mentioned rights. Indu-Tools is entitled to set off this fine with the (purchase) price of the Agreement.

7.4.               Except if Indu-Tools has given prior written permission for the purpose, delivery before the delivery date will not be permitted. In the event of early delivery Indu-Tools will be entitled to return the goods or services to the Contractor without prior notice and at the latter’s expense and risk or to refuse them. If Indu-Tools accepts early delivery of goods or services, any costs resulting from that will be for the Contractor’s account. Early delivery will not lead to a change in the agreed time of payment.

7.5.               If Indu-Tools expects that it will not be able to take receipt of the goods or services in full or in part at the agreed time, it will inform the Contractor of this as soon as possible. In that case the Contractor will store the goods. Storage during the first two (2) months will be without costs for Indu-Tools. After two (2) months after the planned date of delivery the Contractor will be entitled to charge reasonable storage costs.

Article 8. Delivery

8.1.               The goods will be delivered by the Contractor in the place, manner and at the time as mentioned in the Agreement. If the Agreement mentions nothing on this point, the Contractor will deliver the goods DDP (Delivery Duty Paid, Incoterms 2020) at the main establishment of Indu-Tools.

8.2.               The Contractor is not entitled to deliver in instalments, unless prior written permission was given for this by Indu-Tools from case to case.

8.3.               Any (technical) documentation and/or manuals in connection with the goods or with regard to programming and maintenance will be made available to Indu-Tools simultaneously with the delivery thereof.

8.4.               Subject to the provisions in article 11, the time of delivery will be the time at which the goods have been received in good order at the business/warehouse of Indu-Tools or at the locations stated by Indu-Tools, on which occasion the risk of the goods will then pass to Indu-Tools.

Article 9. Inspection and acceptance

9.1.               Indu-Tools will (have others) inspect the goods delivered or the service rendered as soon as possible.

9.2.               If in connection with this inspection Indu-Tools rejects all or part of the goods or (the result of) the services rendered, it will immediately inform the Contractor of this in writing. The goods or services will then be considered not delivered.

9.3.               After the Contractor has been notified of rejection of all or part of the goods or services, the Contractor will see to it that the rejected goods are replaced free of charge and taken back or further work or repair work is performed without further costs for Indu-Tools as soon as possible.

9.4.               As long as the Contractor has not taken care of replacement or performance of repairs, Indu-Tools will be empowered to suspend its obligation of payment of the (purchase) price in so far as it relates to the rejected goods or services. It will then owe no interest on the relevant amount.

9.5.               The goods or services will be regarded as accepted if Indu-Tools has inspected and approved the goods or services in conformity with the provisions in this Article 9.

9.6.               If the accepted goods are connected with rejected goods in such a way that the accepted goods represent a reduced value for Indu-Tools, Indu-Tools will also be empowered to suspend its payment of the (purchase) price of the accepted goods proportionally.

Article 10. Work on location of Indu-Tools

10.1.             In so far as work is done at the location of Indu-Tools, the Contractor will ensure that the code of conduct applicable there is known to his employees and any third parties possibly working for him and that it will be strictly observed. Indu-Tools will supply this code of conduct to the Contractor prior to the start of the work.

10.2.             If an employee of the Contractor or a third party working for him is not satisfactory in the opinion of Indu-Tools, Indu-Tools will enter into consultation with the Contractor on the subject. At the request of Indu-Tools the Contractor will replace this employee or this third party as soon as possible. This replacement will be at least equivalent to the person or third party to be replaced with regard to expertise, training and experience and will not lead to a cost increase for Indu-Tools.

10.3.             The Contractor will report the arrival of employees and third parties working for him at a location of Indu-Tools to the responsible officer of Indu-Tools. The Contractor will see to it that these employees and third parties working for him have a document showing that this person works for or on behalf of the Contractor.

10.4.             Indu-Tools is entitled to deny anyone access, which also entails the power to remove anyone from the location.

10.5.             If an employee of the Contractor or a third party working for him, who regularly visits locations of Indu-Tools, for any reason whatsoever no longer works for or on behalf of the Contractor, the Contractor will notify this in writing to the responsible officer of Indu-Tools. If it is a matter of summary dismissal or the Contractor otherwise expects problems, the Contractor will report this immediately.

10.6.             If and in so far as the performance of the Agreement may cause trouble or damage at a location of Indu-Tools in any way, the Contractor will notify Indu-Tools of this in advance. The Contractor will then perform his work with observance of the instructions given by Indu-Tools.

Article 11. Transmission of ownership and risk

11.1.             Unless something else has been agreed explicitly and in writing, the ownership of the goods passes to Indu-Tools at the time of delivery or at the time of payment of the relevant goods, whichever comes first, unless the goods are rejected by Indu-Tools in accordance with article 9.

11.2.             All aids, such as drawings, designs, models, molds, films, templates, gauges or specific tools necessary for the execution of the delivery that are made available by Indu-Tools to the Contractor or are made or bought at the expense of Indu-Tools are, will remain or will become the property of Indu-Tools.

Article 12. Service rendering

12.1.             Service rendering means answering questions of use, correcting defects, also including the replacement and/or repair of parts, if necessary.

12.2.             Defects must be notified to the Contractor’s service department stated in the Agreement. The notification must contain:

a)       a clear description of the problem;

b)       the location where the goods are present.

12.3.             As soon as possible but at the latest within two (2) working days after notification of the defect the Contractor will start to repair it. If it can be expected that repair cannot be accomplished on the same working day, the Contractor will make similar goods available, at the request of Indu-Tools, free of charge until the defect has been repaired.

12.4.             Parts that must be replaced will only be replaced by parts that are functionally similar and technically equivalent.

12.5.             Repair costs after the end of the warranty period and repair costs during the warranty period as a result of normal wear and tear or abnormal use will be charged separately at the Contractor’s rates applicable at the time.

Article 13. More and less work

13.1.             Indu-Tools is entitled to change the contents and the size of the Agreement, also if this produces more or less work. If the Contractor believes in reason that the change has consequences for the agreed price or time of delivery, he will inform Indu-Tools about this immediately and in writing and, in the event of more work, produce a written proposal in connection with the price and the period that are connected with this, and also the consequences for the other work to be performed by the Contractor.

13.2.             More work will be performed by the Contractor no sooner than after a written order of Indu-Tools. More work will at any rate not include additional work that the Contractor could have or should have anticipated in order to be able to deliver the agreed performance(s) and functionality/functionalities or that is a consequence of a culpable shortcoming of the Contractor.

Article 14. Rendering of services by independent persons

14.1.             If it is a matter of independent persons who render services for Indu-Tools under the Agreement the following provisions will apply:

14.1.1.           Unless something else has been agreed, the Contractor is explicitly obliged to have several clients alongside Indu-Tools.

14.1.2.           The Contractor is obliged to be registered as an independent professional with the Chamber of Commerce. The Contractor will perform paid work as such at his own expense and risk by order of others, not being the creation of a work of a material nature, the storage of goods, the issue of works or the transporting or having others transport persons or goods.

14.1.3.          Indu-Tools and the Contractor have entered into the Agreement under which the Contractor renders services to Indu-Tools in his capacity of independent professional, in which connection there is no question for Indu-Tools of an obligation to withhold and/or surrender/pay wage tax and social insurance contributions (income-dependent contribution under the Health Care Insurance Act, employee insurance premiums and wage tax /social security contribution) (in Dutch: “inkomensafhankelijk bijdrage Zorgverzekeringswet, premies werknemersverzekeringen en loonbelasting/premie volksverzekering”).

14.1.4.         If the occasion arises, the parties elect not to apply the fictitious employment of home workers or persons of equivalent status as referred to in the articles 2b and 2c of the Wage Tax Implementation Decree 1965 (in Dutch: “Uitvoeringsbesluit Loonbelasting 1965”) and the articles 1 and 5 of the Decree on designation of cases in which the labour relationship is regarded as employment (Decree of 24 December 1986,Bulletin of Acts and Decrees 1986, 655) (in Dutch: “Besluit aanwijzing gevallen waarin de arbeidsverhouding als dienstbetrekking wordt beschouwd (Besluit van 24 december 1986, Stb. 1968.655)”), and to draw up and sign the Agreement for the purpose before payment is made

Article 15. Transferability and engagement of third parties

15.1.             The Contractor cannot transfer all or part of the Agreement without the prior written permission of Indu-Tools.

15.2.             In so far as applicable to the rendering of services the Contractor is an independent contracting party of Indu-Tools and the relationship between Indu-Tools and the Contractor will not be considered an agreement of employment, agency agreement or joint venture.

15.3.             In performing the Agreement the Contractor can only use the services of third parties after prior written permission of Indu-Tools. Indu-Tools will not withhold this permission on unreasonable grounds but may attach conditions to the permission.

Article 16. Subcontracting of work

16.1.             If there is any question of subcontracting of work the Contractor’s obligations will include:

a)       showing, on request, sufficient proof of a valid registration with an industrial insurance board;

b)       submitting, on request, good (wage) records of all employees that have been used by him from week to week for the benefit of the work;

c)       allowing inspection of the wage sheets on request;

d)       showing, on request, an original statement of conduct of payment of the Tax and Customs Administration (in Dutch: “Belastingdienst”), not older than three months, as referred to within the framework of the Sequential Liability Act (in Dutch: “Wet Ketenaansprakelijkheid”) that is part of the Collection of State Taxes Act 1990 (in Dutch: “Invorderingswet 1990″) and some implementation schemes (more in particular the Implementation Decree for recipient liability, sequential liability, and client liability 2004 (in Dutch: “Uitvoeringsregeling inleners-, keten-, en opdrachtgeversaansprakelijkheid 2004”).

16.2.            The Contractor must have a G account. Indu-Tools will always be entitled to pay the Contractor the social security contributions and wage tax payable with regard to the work by transfer to his blocked account in the sense of the Sequential Liability Act (in Dutch: “Wet Ketenaansprekelijkheid”).

16.3.             If the occasion arises, Indu-Tools will be entitled to transfer the part of the contract sum that relates to the wage tax and social security contributions payable for employees of the Contractor direct to the Tax and Customs Administration and the relevant benefits agencies.

16.4.            If Indu-Tools is held liable for tax and contributions (income-dependent contribution under the Health Care Insurance Act (in Dutch: “Zorgverzekeringswet”), employee insurance contributions and wage tax (in Dutch: “premier werknemersverzekeringen en loonbelasting”) and social security contributions (in Dutch: “premies volksverzekeringen”) or other local comparable applicable laws) that have not been paid by the Contractor or contracting parties of the Contractor, the Contractor will indemnify Indu-Tools for all claims in connection with the withholding and payment of wage tax and social insurance contributions, including fines of the Tax and Customs Administration (in Dutch: “Belastingdienst)” or benefits agencies (in Dutch: “uitkeringsinstanties”).

Article 17. Force majeure

17.1.             In the event of a non-culpable shortcoming (force majeure) the fulfilment of the relevant and related obligations will be suspended in full or in part for the duration of such force majeure, without the parties being obliged to pay each other any compensation in the matter. The parties can only rely on force majeure in respect of each other if the relevant party informs the other party in writing of such a reliance on force majeure as soon as possible after the occurrence of the shortcoming but at the latest within fourteen (14) working days, with submission of the necessary documentary evidence.

17.2.             Force majeure will not include non-performance or untimely performance as a result of the fact that the third party that has undertaken the obligations to one of the Parties does not perform (in time), unless the relevant Party shows that the non-performance or untimely performance by that third party is due to force majeure of that third party and the relevant Party cannot be required in reason to obtain its goods or services from someone else than that third party.

Article 18. Suspension and dissolution

18.1.             If the Contractor does not fulfil one or more of his obligations following from the Agreement or not in time or not fully, Indu-Tools will be entitled, without further notice of default and without judicial interposition and without being obliged to make any compensation, to suspend the acceptance of the goods or services.

18.2.           In his relationship with Indu-Tools the Contractor will not be entitled to suspension and/or set-off (in Dutch: “verrekening”).

18.3.           If the Contractor culpably fails in the performance of the Agreement and – if and in so far as it concerns a shortcoming that can be undone and a written notice of default is required – also after written notice of default, in which a reasonable period is granted for fulfilment of the obligations as yet, persists in the default, Indu-Tools is entitled, without judicial intervention and whether or not in combination with compensation, to dissolve (in Dutch: “ontbinden”) the Agreement in full or in part or to demand full performance of the Agreement.

18.4.           Indu-Tools is empowered to dissolve the Agreement in full or in part without further notice of default and without judicial intervention, if the Contractor is already in default or leaves a fine under the Agreement unpaid, becomes insolvent, if a petition is filed for the Contractor’s bankruptcy (whether or not his own petition), if a (provisional) suspension of payments is applied for, if in connection with the Contractor an application is submitted for enforcement of the Natural Persons Debt Rescheduling Act (in Dutch: “Wet Schuldsanering Natuurlijke Personen”) or comparable applicable local law, in the event of the Contractor’s death (if the Contractor is a natural person), or if the Contractor ceases his business and/or the Contractor’s property becomes subject to an attachment that is not removed within thirty (30) days after the date of attachment or in the event of force majeure or circumstances to be equated with it.

18.5.             Indu-Tools owes no compensation if it suspends and/or (partly) dissolves the Agreement in accordance with the provisions in these GPCs.

18.6.             In so far as Indu-Tools dissolves the Agreement in full, any goods already delivered by Indu-Tools will be returned at the Contractor’s expense and the Contractor will be obliged to refund to Indu-Tools the payment(s) made for them. Should Indu-Tools elect to keep the goods already delivered in full or in part, Indu-Tools will pay a reasonable part of the agreed (purchase) price for them. If Indu-Tools elects to dissolve the Agreement with regard to the services not yet rendered, Indu-Tools will pay the (purchase) price for the services rendered under the Agreement. In so far as Indu-Tools elects performance of the Agreement, the Contractor is obliged to deliver the goods or render the services as yet or, at the choice of Indu-Tools, replace/repair the rejected goods or services at his expense and risk or make the necessary improvements to or as yet perform them. If replacement or improvement by the Contractor is not properly done within a period to be determined by Indu-Tools, or in view of the safety and the continuity of the services/production of Indu-Tools there is not enough opportunity to have the improvement performed by the Contractor, and also if continuous delays occur in the performance of the agreement, Indu-Tools is entitled, after notice of default by Indu-Tools, to (have others) bring about the replacement or improvement or performance at the Contractor’s expense in another way, without consequences for the warranties received from the Contractor.

Article 19. Statutory regulations

19.1.             The Contractor guarantees that the goods and method of services at the time of delivery meet the provisions of mandatory law that apply at that time in the country where the goods or deliveries of services will be used. The Contractor will inform Indu-Tools in time but at any rate before delivery about permits that are necessary for the production, delivery and the use of the goods or the rendering of services and will give Indu-Tools all assistance that is necessary to acquire these permits. Indu-Tools is entitled to terminate this Agreement in full or in part if the required permit is not acquired (in time).

19.2.             Goods delivered and services rendered by the Contractor will always comply with regulations in force at the time of delivery and any changes to be expected in them in reason. Unless something else is agreed in the Agreement, goods already delivered and services already rendered to Indu-Tools will be adapted to the new regulations on conditions yet to be agreed then. The Contractor will discuss impending relevant changes in regulations with Indu-Tools in good time.

Article 20. Warranties and liability

20.1.             The Contractor warrants that the design, the composition and the quality of the goods and the quality of the services that are delivered on the basis of the Agreement comply in all respects to all relevant requirements that are imposed in laws and/or other prescriptions given by the authorities on the subject that are in force at the time of conclusion of the delivery and that are required for the normal use of the goods or services. For the delivery of goods it holds in particular but not exclusively that all goods that the Contractor delivers on the strength of the Agreement must always have been subjected to a CE (Conformité Européene) test and that, if required, all corresponding documentation is supplied immediately on delivery of the goods, as described in article 8.3 of these GPCs.

20.2.             The Contractor is liable for damage of Indu-Tools as a result of  a culpable shortcoming of the Contractor or by wrongful acts of the Contractor, including all direct and indirect damage, such as consequential damage or trading loss, such as (but not limited to) loss of data, pollution damage, loss of income or profit, missed savings and damage as a result of business stagnation.

20.3.             In the event that there are more Contractors than one (1), the Contractors will be jointly and severally liable to Indu-Tools. Also when (a) Contractor(s) succeeds the other Contractor, both the new and the previous Contractors are jointly and severally liable to Indu-Tools.

20.4.             In the event that any liability should rest on Indu-Tools, Indu-Tools will only compensate damage of which the Contractor proves that it is a direct consequence of the event for which Indu-Tools may be held liable at law, if and in so far as the insurance agreement concluded by Indu-Tools covers this damage, with a maximum of one third (1/3) of the value of the Agreement.

20.5.           The limitations of liability in this article cannot be invoked by the party that is liable for damage that has been caused by fraud or deceit (in Dutch: “fraude of bedrog”), or wilfulness (in Dutch: “opzet”) or deliberate recklessness (in Dutch: “bewuste roekeloosheid”) of the invoking party, its managing directors or actual managers.

20.6.             The Contractor is obliged to indemnify Indu-Tools against all claims of third parties on compensation in respect of Indu-Tools that are based on or related to the compliance by Indu-Tools with recommendations and/or advice given by the Contractor in his examinations, opinions and/or reports and drawings. The Contractor will bear all costs that are involved in this indemnity.

Article 21. Intellectual property

21.1.             The rights of intellectual property that arise within the framework of the rendering of services – including but not limited to analyses, models, overviews, programming, techniques and the like – or that are the result of work performed by the Contractor by virtue of the order  – including advice, reports, plans and the like – rest with Indu-Tools and their ownership will be transferred, if necessary, by the Contractor to Indu-Tools.

21.2.             The Contractor indemnifies Indu-Tools completely for claims of third parties for violation of their copyrights, patents rights, licensing rights, trademark rights, model rights and other rights by any name in connection with services rendered by the Contractor, if the Contractor should have violated those rights by using data (carriers), documents or objects that have been supplied by or on behalf of the Contractor for the performance of the agreement.

Article 22. Processing of personal data and data security

22.1.             The Contractor will process personal data, as defined in article 4(1) of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), in a proper and careful manner and in accordance with all applicable legislation and regulations and codes of conduct concerning the processing and protection and security of personal data, including but not limited to the GDPR. The Contractor will make a maximum effort to ensure that the personal data are always correct and complete. The Contractor will render his full cooperation to Indu-Tools in order to (i) allow data subjects in the sense of the GDPR access to their personal data, (ii) remove or correct personal data and/or (iii) prove that personal data have been removed or corrected if they are incorrect (or, if Indu-Tools does not agree that personal data are incorrect, to record the fact that the data subject considers his personal data incorrect).

22.2.          Within the framework of the performance of the Agreement the Contractor will send or supply no personal data to countries outside the European Economic Area, unless the Contractor has received the explicit written permission of Indu-Tools for the purpose, whether or not provided with supplementary conditions, in which case the provisions in article 22.1 apply in full.

22.3.          The Contractor will take adequate technical and organisational measures to protect the personal data that are processed against any form of undesired or unlawful processing. The Contractor will enable Indu-Tools to assess these measures.

22.4.          If an infringement occurs or has occurred in connection with personal data processed by the Contractor within the framework of the Agreement or Order as referred to in article 4(2) of the GDPR, the Contractor will be obliged to notify this to Indu-Tools immediately and at the latest within twenty-four (24) hours after discovery. Within this framework the Contractor will supply all requested information and cooperation to Indu-Tools.

Article 23. Secrecy

23.1.             The Contractor recognizes that the confidential information that becomes known to him within the framework of the performance of the Agreement is of a strictly confidential nature. Confidential information is understood to be: the contents of the Agreement and also all data and information supplied within the framework of the Agreement and also data and information acquired from the processing of received confidential information, including enterprise matters in the widest sense of the word. Information concerning business connections of Indu-Tools is always confidential information.

23.2.             The provisions of this article 23 do not apply to information that:

a)             is or becomes public otherwise than as a result of a culpable shortcoming of the receiving party in respect of the Agreement;

b)             comes from a third party that has no obligation of secrecy to the supplying party in connection with the information;

c)             has been or will be developed or acquired independently by the receiving party without using the supplied information and without a culpable shortcoming of the receiving party in respect of the Agreement;

d)             the receiving party must supply to comply with a statutory duty or following a judicial order.

23.3.             The Contractor will not make confidential information available to third parties in any manner, directly or indirectly, orally or in writing or otherwise, differently than after prior written permission of Indu-Tools.

23.4.             With regard to all confidential information from Indu-Tools that is present with the Contractor or has been supplied to him – in any form or on any data carrier whatsoever – the Contractor undertakes:

a)             not to use the confidential information for any other purpose than the performance of the Agreement;

b)             not to keep the confidential information in his possession any longer than reasonably necessary for the fulfilment of the agreed obligations and to place this confidential information, including copies made, at the disposal of Indu-Tools again immediately after complete fulfilment of the said obligations, or, after obtaining permission from Indu-Tools, to destroy them;

c)             to have the agreed obligations fulfilled only by the smallest possible circle of persons whom the Contractor believes in reason to be reliable;

d)             to cooperate in the performance, by or on behalf of Indu-Tools, of supervision of the storage and use of confidential information.

23.5.             The Contractor will ensure that the employees involved in the work and third parties engaged by the Contractor are aware of the above-mentioned obligations and are contractually obliged to this secrecy. On first request of Indu-Tools the Contractor will prove that the obligation described in this paragraph has been fulfilled to the satisfaction of Indu-Tools.

Article 24. Non-binding nature

24.1.             If any article or paragraph of an article of these GPCs becomes invalid or non-binding, this will not affect the validity of other articles or paragraphs of articles and they will remain fully in force.

Article 25. Applicable law and competent court

25.1.             Dutch law applies exclusively to these GPCs, the Agreement and to all applications, proposals, offers and orders. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

25.2.             Any disputes will be subjected to the judgment of the court with subject-matter jurisdiction in the District of Rotterdam.


© Indu-Tools B.V. version June 2022