General purchase conditions 

Chamber of Commerce: 20135936 VAT number: NL8189.67.894 B01 

Article 1: Definitions

In these General Purchase Conditions, the terms and expressions below shall have the following meanings:

 

1. The Stichting Stedelijk Museum Breda (Breda Municipal Museum Foundation)

The client or user of these General Purchase Conditions.

 

2. Service provider

The opposite party to Stichting Stedelijk Museum Breda.

 

The term 'service provider' shall also be understood to mean a supplier of goods.

 

3. Agreement

The written arrangements governed by these General Purchase Conditions made by Stichting Stedelijk Museum Breda and the service provider concerning the provision of services.

 

4. Delivery

The execution of the agreed work or the delivery of the goods.

 

5. Services

The work to be carried out under the agreement.

 

6. Goods or wares

The tangible movable items to be delivered.

 

7. Parties

The Stichting Stedelijk Museum Breda and the service provider.

 

8. Order

An instruction to deliver. This shall also include on-­call orders.

 

9. Annexes

Appendices to the Agreement, which, after having been initialled by both parties, form an integral part thereof.

 

10. Third parties

A legal person or entity not party to the agreement

 

11. Working days

Calendar days, except weekends and generally recognised public holidays.

 

12. Personnel of the service provider

The members of staff and/or auxiliaries deployed by the service provider for the execution of the agreement, who, pursuant thereto, shall work under his responsibility.

 

Article 2: Applicability

 

1. These General Purchase Conditions shall apply to requests for­ offers, quotations and agreements, including any follow-up agreements and all orders to perform services or deliver goods based hereon, whereby the Stichting Stedelijk Museum Breda acts as the purchaser of services or goods to be delivered by a third party and whereby the applicability of the General Terms and Conditions of the service provider is expressly excluded­.

2. These General Purchase Conditions shall apply in their entirety, unless – and insofar as – the parties agree otherwise in writing­.

 

Article 3: Offers, bids and tenders

 

1. An offer can be made by submitting a tender.

2. Any service provider who wishes to make an offer must submit his tender in a sealed envelope to be delivered to the address specified by the Stichting Stedelijk Museum Breda not later than the tender deadline, without the museum incurring any expenses in this respect­.

3. Tenders that are delivered to the Stichting Stedelijk Museum Breda after the tender deadline has expired shall be invalid, unless the Stichting Stedelijk Museum Breda decides otherwise in the light of special circumstances.

4. The tender submitted by the service provider shall remain valid and non-retractable for a period of 60 days from the date when it is received by the Stichting Stedelijk Museum Breda.

 

Article 4: The formation of an agreement

 

1. An agreement shall be formed:

a. by issuing the service provider with written instructions based on a master contract concluded with him, provided said instructions satisfy all the requirements and provisions set out in the master contract;

b. by issuing the service provider with written instructions based on a tender submitted by him and that has been accepted by the Stichting Stedelijk Museum Breda.  

2. If, following the submission of a tender, the Stichting Stedelijk Museum Breda issues the service provider with verbal orders or instructions, the agreement shall be considered to be formed when said orders or instructions are given. The performance of the agreement based on verbal orders or instructions shall not take place until the service provider has received written confirmation in this respect­.

3. The Stichting Stedelijk Museum Breda shall be entitled to modify and/or make additions to the terms of a tender. In this case, the agreement shall be formed at the moment when the Stichting Stedelijk Museum Breda receives written confirmation of the orders or instructions corresponding with the modified or additional tender terms or at the moment when the service provider actually commences the performance of the agreement­­­­­­.

4. The service provider is obliged to confirm instructions or orders in writing if requested to do so by the Stichting Stedelijk Museum Breda­. In this case, the service provider is also obliged to provide said confirmation within fourteen days, unless otherwise agreed in writing­­­­­­.

5. If the Stichting Stedelijk Museum Breda gives written or verbal orders or instructions without previously accepting a related offer from the service provider, the agreement shall be formed at the moment when the Stichting Stedelijk Museum Breda receives signed confirmation of the order or instructions, or when the corresponding goods are delivered in the thirty-day period after the respective order or instructions­­­ has/have been sent.

6. Tender documents, drawings, models, specifications, instructions, and inspection and acceptance protocols, etc. made available or approved by the Stichting Stedelijk Museum Breda (in advance) for the performance of the agreement  – in any name shape or form – shall form an integral part thereof, unless agreed otherwise in writing.

 

Article 5: The validity of prices

 

1. Prices shall be fixed and unchangeable unless the agreement specifies circumstances that can lead to price adjustments as well as the method for effecting price adjustments.

2. Prices shall be expressed in euros, exclusive of value added tax.

3. Prices shall reflect all expenses incurred by the service provider in the fulfilment of his obligations and shall therefore be inclusive of costs related to travelling, transport, customs declaration, insurance, administration, packing, instruction and training, and the documents and materials summarised in Article 7, etc.­­ The Stichting Stedelijk Museum Breda shall only recognise additional and less work if it has been agreed upon in writing.

 

Article 6: Delivery

 

1. The service provider shall carry out the work and/or deliver the goods at the agreed time, or within the agreed period competently and properly for the agreed price and under the stipulated conditions­­­­.

2. If the work is not carried out at the location and time or within the deadline as agreed, the service provider shall be in default de jure­­­­­, in which case, he is obliged to notify the Stichting Stedelijk Museum Breda accordingly in writing immediately.

3. When carrying out the work or delivering the goods, the service provider shall also submit – insofar as they may be applicable – mandatory and agreed inspection, test and monitoring reports, and warranty certificates­­.

 

Article 7: The quality of work to be carried out and warranty

 

1. The service provider shall guarantee that the work to be carried out and/or the goods to be delivered shall meet the agreed requirements­. The work shall not conform to the agreement if it is not in line with or carried out in the way that the Stichting Stedelijk Museum Breda should be entitled to expect pursuant to the agreement. This also applies to delivered goods.

2. If no further description of the work or the requirements that it has to meet are given, it must in any case be of good quality and at least comply with all relevant statutory provisions concerning quality, the environment and safety, and the customary standards for reliability, functionality and finishing­­­. This also applies to delivered goods.

3. The service provider shall guarantee that all the work shall be carried out completely and that the results thereof – if applicable – shall be ready for use on delivery. The service provider shall ensure that all components, auxiliary materials, attachments, accessories, tools, spare parts, directions for use, instruction manuals, drawings, etc., which may be necessary for the fulfilment of his obligations, are provided, even if they are not specifically referred to in the agreement­­. This also applies to delivered goods.

4. If the Stichting Stedelijk Museum Breda establishes that the result of the services provided does not meet the requirements (either wholly or in part) guaranteed by the service provider under paragraphs 1 to 3 of this article, he shall be in default de jure­­. This also applies to delivered goods, in respect of which guarantee rights are invoked.

5. The Stichting Stedelijk Museum Breda cannot demand any form of compensation for work that does not conform to the agreement, if it does not notify the service provider accordingly within four weeks of discovering that this is the case­­­­­. With respect to delivered goods, the statutory warranty period shall apply.

6. Without prejudice to the right of the Stichting Stedelijk Museum Breda to seek punitive damages, the service provider is obliged to repair or replace goods at his own expense that accompany the services provided and that he has guaranteed in accordance with the provisions of this article if they do not or no longer meet the provisions of the first paragraph of this article within two years of the completion of the agreement for reasons for which the Stichting Stedelijk Museum Breda or third parties cannot be held attributable. In such an eventuality, the service provider is obliged to initiate repair or replacement within ten working days. If he fails to do so within this period, he shall be in default de jure­­­. In the absence of the proper performance of repair obligations and/or the fulfilment thereof within the set period, as well as in urgent situations, the Stichting Stedelijk Museum Breda shall be entitled to have necessary work carried out by third parties at the expense and risk of the service provider. The service provider shall be duly informed as quickly as possible. With respect to delivered goods, the statutory warranty period shall apply.

7. The provision of labour as part of a delivery shall conform to statutory requirements. Workers made available to the Stichting Stedelijk Museum Breda shall furthermore meet the agreed or, if no specific arrangements have been made in this respect, generally applicable competency requirements. The service provider shall guarantee the quality and integrity of workers who are charged with performing the agreement on his behalf. The agreed number of workers shall be permanently available to the Stichting Stedelijk Museum Breda during the agreed period.

8. Insofar as the delivery cannot be used during the warranty period, it shall be extended by the amount of time needed for repairs. With respect to replacement goods, the warranty period shall restart when they are put into use.

 

Article 8: Inspection and testing by the Stichting Stedelijk Museum Breda

 

1. The Stichting Stedelijk Museum Breda shall at all times be entitled to inspect and test the work carried out by the service provider.

2. The service provider shall cooperate with inspections and tests free of charge. This also applies to re-inspections, retesting, etc.­ The service provider shall render assistance and provide facilities that may be required in this respect.

3. If, after inspection or testing, the result of the work carried out is wholly or partially rejected, the Stichting Stedelijk Museum Breda shall notify the service provider in writing directly­­­. The service provider shall arrange for repairs to be made within ten working days.­ If the service provider fails to do this or does not succeed in making proper delivery, he shall be in default de jure.­

4. If, irrespective of the results of any inspection or testing, the work carried out does not appear to meet the provisions of Article 7, the provisions of paragraph 3 and 5 of this Article shall apply.

5. The Stichting Stedelijk Museum Breda shall be entitled to have the delivery performed by a third party at the service provider's expense, if, after consultation with him, it may be assumed that he will not be able to arrange proper repairs or replacements or not be able to do so within the given amount of time. The Stichting Stedelijk Museum Breda can decide not to consult with the service provider in this respect if it is obliged to do so due to the urgency (in its opinion) of a particular situation­.

6. If it is agreed that the inspection or testing is to be carried out by an independent body, the respective results shall be binding on the service provider and the Stichting Stedelijk Museum Breda­­. This shall similarly apply to re-inspections and retesting.

7. Interim inspections or testing, or the omission thereof shall not constitute acceptance of the delivery.

 

Article 9: Acceptance

 

The work shall be regarded as completed or delivered if the Stichting Stedelijk Museum Breda has accepted by the results thereof as apparent from written notification sent to the service provider­. With respect to the delivery of goods, payment of the invoice shall be deemed acceptance.

 

Article 10: Auxiliary materials

 

1. Materials, drawings, models, instructions, specifications, software, tools and other resources that support the service provider in the provision of services in any way that are made available to the service provider by the Stichting Stedelijk Museum Breda, or procured or manufactured by the service provider at the expense of the Stichting Stedelijk Museum Breda shall remain or, as the case may be, become the property of the Stichting Stedelijk Museum Breda at the moment they are procured or manufactured.

2. The service provider is obliged to mark the auxiliary materials referred to in the first paragraph of this article in such a way that they are identifiable as belonging to the Stichting Stedelijk Museum Breda, to maintain them in a good state of repair and to insure them at his own expense against all risks for as long as he keeps them in his possession on behalf of the Stichting Stedelijk Museum Breda­­­­­.

3. The way in which auxiliary materials are used shall be entirely at the risk of the service provider.

4. The service provider shall place the auxiliary materials at the disposal of the Stichting Stedelijk Museum Breda at its first request or on the delivery date of the goods to which the auxiliary materials are related by the latest­­­­­.

5. Unless the Stichting Stedelijk Museum Breda gives permission to the contrary in writing, the service provider may only use the auxiliary materials for and in connection with the delivery under the agreement.

6. Changing or deviating from auxiliary materials made available or approved by the Stichting Stedelijk Museum Breda shall only be allowed after the Stichting Stedelijk Museum Breda has given its written permission in advance­.

 

Article 11: Information carriers and/or services included in the delivery

 

1. Certificates, attestations, installation and assembly instructions, maintenance and operating manuals, drawings or other documents, or services such as providing instruction and training, and all other services accompanying or to be performed in conjunction with the delivery as agreed shall form part of the delivery.

2. Unless expressly agreed otherwise, the service provider must ensure that all the aforementioned information carriers and/or services are in the possession of the Stichting Stedelijk Museum Breda or have been completed on or in good time before the moment of delivery referred to in Article 6. If one or more of the aforementioned information carriers are absent or if the aforementioned services are not provided on time, the delivery shall be deemed as incomplete.

 

Article 12: Modifications

 

1. The Stichting Stedelijk Museum Breda shall at all times be empowered to modify the scope and/or the form of the work to be carried out in consultation with the service provider­. Modifications shall be agreed in writing.

2. If, in the opinion of the service provider, a proposed modification will affect the agreed fixed price and/or delivery date, he is, before proceeding, obliged to inform the Stichting Stedelijk Museum Breda in writing as quickly as possible, but within one week at the latest after receiving notification thereof­­­. If, the opinion of the Stichting Stedelijk Museum Breda, the effects on the price and/or delivery time are unreasonable, the parties shall enter into consultations to resolve their differences­.

3. The service provider may not make or carry out any modifications without first obtaining permission in writing from the Stichting Stedelijk Museum Breda­­.

 

Article 13: Invoicing and payment

 

1. The service provider shall send the Stichting Stedelijk Museum Breda clearly itemised invoices for the amounts it owes pursuant to the agreement­. Invoicing shall take place after the acceptance of the work that has been carried out. The parties may agree to payment in instalments.

2. The service provider shall send invoices to the Stichting Stedelijk Museum Breda stating the applicable date, quantity, type and other details of which he is informed by the Stichting Stedelijk Museum Breda in writing­­­.

3. The Stichting Stedelijk Museum Breda shall pay the amounts it owes pursuant to the agreement within 30 days of receiving the respective invoice from the service provider provided that the respective services have been performed and/or goods delivered, and the Stichting Stedelijk Museum Breda has accepted the result­­.

4. If the Stichting Stedelijk Museum Breda does not pay the respective invoice after the expiry of the period referred to in the third paragraph of this article without given a valid reason, it shall by operation of law owe interest on the amount payable to the service provider, calculated on an annual basis, equal to the statutory interest rate­­. The service provider shall not be able to claim the aforementioned interest payment if his respective invoice does not state all the information given in the second paragraph of this article.

5. The Stichting Stedelijk Museum Breda shall at all times be entitled to have its designated chartered accountant audit invoices sent by the service provider to verify that they are correct.

The service provider shall allow the aforementioned chartered accountant to inspect ledgers and documents, and provide all data and other information that may be requested. The audit performed by the chartered accountant shall be confidential and shall not extend beyond the requirements for verifying invoices­­. The chartered accountant shall report his findings to both parties as quickly as possible.

6. The Stichting Stedelijk Museum Breda shall be entitled to suspend payment while the audit is taking place. The Stichting Stedelijk Museum Breda may solely invoke this right if it has reasonable grounds for questioning the accuracy of an invoice and it may only do so for sections of an invoice that are disputed.

The costs of the audit shall be at the expense of the Stichting Stedelijk Museum Breda, unless it reveals that the invoice is not entirely correct­­.

7. If the Stichting Stedelijk Museum Breda exceeds one or more payment terms or does not pay one or more invoices on time because they are presumed to be inaccurate or due to shortcomings in the delivery, the service provider shall not be entitled to suspend or terminate the agreement, on condition that the Stichting Stedelijk Museum Breda is be able to confirm the presumed inaccuracy or shortcomings before the expiry of the respective payment term.

 

Article 14: Liability

 

1. The service provider shall be liable to the Stichting Stedelijk Museum Breda for direct and indirect damage the museum suffers in connection with the service provider's performance of his obligations pursuant to the agreement, including any shortcomings in the delivery­.

2. The service provider shall be liable to the Stichting Stedelijk Museum Breda for direct and indirect damage the museum suffers in connection with the service provider's attributable failure to perform his obligations pursuant to the agreement.

3. The service provider shall indemnify the Stichting Stedelijk Museum Breda for claims made by third parties, including claims made by employees of the museum or third parties it engages in connection with the service provider's performance of his obligations pursuant to the agreement, including claims arising from shortcomings in the delivery.

 

Article 15: Insurance

 

1. The service provider must be and remain adequately insured against the liability referred to in Article 14.

2. The service provider shall allow the Stichting Stedelijk Museum Breda to inspect the respective insurance policy on request.

 

Article 16: General obligations of the Stichting Stedelijk Museum Breda

 

The Stichting Stedelijk Museum Breda is obliged to grant the service provider access to the locations where the work will be carried out thus enabling him to fulfil his obligations pursuant to the agreement. 

 

Article 17: General obligations of the service provider

 

1. The service provider is obliged to follow instructions given by or on behalf of the Stichting Stedelijk Museum Breda and that are within the scope of the performance of the agreement strictly and without delay. 

2. The service provider is obliged to follow all the Stichting Stedelijk Museum Breda's  internal safety regulations and other applicable rules strictly and without delay.

 

Article 18: Industrial and intellectual property

 

1. The service provider shall guarantee that the Stichting Stedelijk Museum Breda's use, including selling on, of the goods he delivers pursuant to the agreement or auxiliary materials he purchases or makes for the Stichting Stedelijk Museum Breda shall not infringe any intellectual property rights of third parties­­. Insofar as goods and/or auxiliary materials to be delivered pursuant to the agreement are subject to any (intellectual property) rights of third parties, the service provider shall ensure that the Stichting Stedelijk Museum Breda acquires the respective right(s) of use without having to incur any expenses other than the agreed purchase price­. The Stichting Stedelijk Museum Breda shall be entitled to agree rights of use directly with the third party or third parties concerned at the expense of the service provider.

2. If it should appear that the Stichting Stedelijk Museum Breda's usage as referred to in the first paragraph of this article infringes or risks violating any (intellectual property) rights of third parties, the service provider is obliged to:

a. replace the goods or auxiliary materials in question with equivalent goods/auxiliary materials that do not infringe the rights of third parties­;

b. or obtain the right of use for the goods or auxiliary materials in question

c. or modify the goods or auxiliary materials in question in such a way that they no longer infringe any (intellectual property) rights of third parties.

3. The service provider shall indemnify the Stichting Stedelijk Museum Breda against damage claims or penalties arising from any form of infringement of (intellectual property) rights of third parties and he shall compensate the Stichting Stedelijk Museum Breda for all damage resulting from any infringement of said rights­­.

 

Article 19: Confidentiality

 

The service provider shall guarantee the confidentiality of all information related in any way at all to these General Terms and Conditions, and all agreements and orders based hereon­. In this respect, he shall not divulge any information without obtaining permission in writing from the Stichting Stedelijk Museum Breda in advance.

 

Article 20: The transfer of rights and obligations

1. The service provider shall not be entitled to transfer any of his rights and obligations pursuant to these General Terms and Conditions or the agreement based hereon to a third party without obtaining permission in writing from the Stichting Stedelijk Museum Breda.

2. The service provider shall only be empowered to engage third parties for the performance of the agreement after obtaining permission in writing from the Stichting Stedelijk Museum Breda­­. Permission granted by the Stichting Stedelijk Museum Breda shall be without prejudice to the responsibility and liability of the service provider for the fulfilment of his obligations pursuant to this agreement and his obligations as an employer under tax and social insurance legislation.­­

 

Article 21: Breach of contract

 

1. In the event of an attributable failure on the part of the service provider, he shall be in default de jure.

2. Without prejudice to its right to compensation and other statutory rights ensuing from an attributable failure on the part of the service provider, such as the rights to demand the fulfilment of obligations and/or to dissolve the agreement, the Stichting Stedelijk Museum Breda shall be entitled to receive a penalty payable on demand equal to 10% per day, starting on the day when the service provider is first declared to be in default, up to a maximum of 100% of the sum to be paid by the Stichting Stedelijk Museum Breda in connection with the delivery.

3. The statutory interest on sums of money that the Stichting Stedelijk Museum Breda has paid in advance shall be deducted from the service provider's invoices that are or become payable during the period of default­.

 

Article 22: Force majeure

 

1. If one of the parties cannot fulfil or fails to fulfil its obligations pursuant to the agreement as a result of force majeure for a period lasting longer than 14 days, the opposite party shall be entitled to dissolve the agreement with immediate effect, without judicial intervention and without giving any right to claim compensation by giving notice by registered post. 

2. Force majeure shall not in any case include: insufficient personnel, illnesses affecting personnel, industrial action that is not initiated by a national collective bargaining conflict, defective vehicles, breach of contract by a third party engaged by the service provider and liquidity or solvency problems on the part of the service provider­­­­.

 

Article 23: Public order, safety and the environment

 

The service provider, his employees and third parties engaged by him are obliged to comply with statutory and municipal safety, health and environmental regulations­. The Stichting Stedelijk Museum Breda shall make a copy of municipal regulations – insofar as they may be relevant – available to the service provider on request free of charge.

 

Article 24: Dissolution

 

1. The Stichting Stedelijk Museum Breda shall be entitled to dissolve its agreement with the service provider unilaterally wholly or in part without giving prior notice of default and without judicial intervention:

a. In the event of the bankruptcy or moratorium of the service provider, or the discontinuation of his company activities, the withdrawal of any permits, etc., the seizure of (part of) his business property and assets designated for the performance of the agreement, the liquidation or takeover of or any similar circumstances faced by his company.­­

b. If the service provider, any of his subordinates or representatives gives any form of benefit or payment in kind to any member of staff of the Stichting Stedelijk Museum Breda, or any of its subordinates or representatives. ­­­

c. If, in the opinion of Stichting Stedelijk Museum Breda and without prejudice to its right to claim compensation from the service provider for damage, costs and interest, proper delivery on time is no longer possible or relevant in connection with the original nature or purpose of the agreement­­.

d. If the service provider is in default for a period lasting longer than 10 working days.

e. If the service provider receives a court order that is final and conclusive or is found guilty of a transgression that, in the opinion of the Stichting Stedelijk Museum Breda, compromises professional ethics. 

f. If the service provider has not fulfilled or fails to fulfil his obligations regarding the payment of social insurance contributions in accordance with national legislation.

g. If the service provider has not fulfilled or fails to fulfil his obligations regarding the payment of taxes in accordance with national legislation.

h. If, in the opinion of the Stichting Stedelijk Museum Breda, the service provider has committed or commits a serious professional error.

2. Dissolution shall take place by giving the service provider notice sent by registered post or via a bailiff's notification.

3. The provisions of this article shall be without prejudice to the Stichting Stedelijk Museum Breda's rights to demand fulfilment of the agreement or to claim compensation for damage, costs and interest­.

 

Article 25: Disputes

 

1. Disputes arising from these General Terms and Conditions or agreements based hereon shall be settled by the competent Court in Breda.

2. A dispute shall be deemed to have arisen, if either of the parties gives notice to the other stating their reasons by registered letter.

 

Article 26: Final stipulations

 

1. The service provider's general terms and conditions of delivery and payment and any other general or special conditions shall not apply and are explicitly rejected­.

2. Notifications sent by the parties to each other pursuant to the agreement based on these General Terms and Conditions shall be in writing.

3. Verbal statements, commitments or agreements shall not have any legal effect, unless they are confirmed in writing.

4. These General Terms and Conditions and the agreement based hereon are exclusively subject to Dutch law.

Thus adopted by the management board in Breda on 1 January 2017

The Stichting Stedelijk Museum Breda (Breda Municipal Museum Foundation)

Boschstraat 22, 4811 GH, Breda