General Purchasing Terms & Conditions

General Purchase Terms and Conditions – BraVeBo B.V.

Last update: 06-02-2026

Version: (NL) | v2.1 | 06-02-2026 | EN version

Applicable to all requests, quotations, orders, framework agreements and assignments issued by BraVeBo B.V., Turfberg 6, 2716 LT Zoetermeer (Chamber of Commerce 92396941, VAT NL866028912B01).

Article 1 – Definitions and Applicability

• BraVeBo B.V.: Private limited liability company (B.V. Besloten Vennootschap) in Zoetermeer, Chamber of Commerce 92396941, VAT NL866028912B01.

• Supplier: any party that supplies goods to BraVeBo and/or performs work/services (including subcontractors, engaged individuals and freelancers and self-employed professionals (zzp'ers)).

• Agreement: any offer, purchase order, framework agreement and/or assignment accepted by BraVeBo, including appendices and amendments.

• Goods/Services: items, materials, components, documentation and services, including design, assembly, installation, inspection, maintenance and advice.

• Site Regulations: local house, safety and access rules of BraVeBo and/or end-clients (e.g., ESA/CBRE/EQUANS).

• These purchase conditions apply to all legal relationships with BraVeBo; the Supplier’s general (sales) terms and conditions are explicitly and fully rejected.

Legal Reference: DCC 6:225(3) (battle of forms), DCC 6:248 (supplementary effect).

Article 2 – Hierarchy of Documents

• 1) Purchase Order/Assignment + project-specific appendices/drawings

• 2) Framework Agreement/SLA

• 3) These General Purchase Terms and Conditions

• 4) Supplier’s Quotation

• 5) Other documents

In case of conflict, the higher-ranking document prevails. Amendments only if confirmed in writing by an authorised representative of BraVeBo.

Legal Reference: DCC 6:217 et seq. (offer/acceptance).

Article 3 – Quotations and Formation

• Quotations are non-binding until written acceptance or issuance of a purchase order by BraVeBo.

• Oral commitments do not bind BraVeBo without written confirmation.

• Options/delivery periods are deemed fatal deadlines once accepted.

Legal Reference: DCC 6:217, DCC 6:219, DCC 6:83 (default without notice).

Article 4 – Prices, All-in and Invoicing

• Prices are fixed, all-in and exclusive of VAT, but inclusive of transport, packaging, levies, environmental costs, travel/subsistence, tools, inspections, certificates, as-built and handover files.

• No price indexation unless agreed in writing.

• Invoicing in accordance with Art. 5; without a complete dossier the claim is not due and payable.

Legal Reference: DCC 6:248 (reasonableness), Dutch Turnover Tax Act/Implementation Decree (high-level invoice requirements).

Article 5 – Invoice Requirements, References and Documentation

• Mandatory on the invoice: PO number, GF reference (e.g., GF016-P2599-25999), project name, (sub)location, partial delivery/payment schedule.

• Appendices: hour/material specifications, packing slips, inspection/handover files; reverse charge VAT notice if applicable.

• Invoices without a valid PO + GF or without requested appendices will be rejected; the payment term only starts after written acceptance and a complete dossier.

Legal Reference: Dutch Turnover Tax Act 1968, Arts. 35a–35c (invoice requirements), Dutch Tax Administration invoicing guidelines.

Article 6 – Payment and Set-Off

• Payment within 30 days after correct invoice receipt and proper delivery/handover.

• BraVeBo has the right to suspend payment and set off counterclaims.

• Payment does not imply acceptance or waiver of rights.

Legal Reference: DCC 6:52 (suspension), DCC 6:127 (set-off), DCC 6:119a (commercial interest).

Article 7 – Taxation, Chain Liability and G-Account

• Supplier is fully responsible for wage taxes, VAT, social security contributions and other remittances; Supplier indemnifies BraVeBo against claims and fines.

• BraVeBo may pay (partly) via a G-account and/or withhold amounts for chain liability (WKA) security; Supplier shall provide on request wage tax declarations, payment specifications, NEN-4400 or equivalent, and UBO/Chamber of Commerce data.

• Reverse charge VAT (construction): if applicable, correct statement “VAT reverse charged” and proper administration are mandatory.

Legal Reference: Dutch Collection of State Taxes Act Arts. 34/35 (chain/hirer’s liability), Dutch Turnover Tax Act 1968 Art. 12(3) (reverse charge VAT), Dutch Tax Administration WKA/G-account/NEN-4400 guidance.

Article 8 – Delivery, Risk, Incoterms and Title

• Delivery DDP (Incoterms® 2020) at the designated location, unless agreed otherwise in writing.

• Risk and title pass to BraVeBo only cumulatively after: (i) physical delivery, (ii) written acceptance/inspection by BraVeBo, and (iii) receipt of all required documents (incl. CE/DoP/test reports/as-built/handover file).

• Partial deliveries only with BraVeBo’s prior written consent.

Legal Reference: DCC 7:9 (delivery), Incoterms® 2020 (contractual).

Article 9 – Deadlines and Penalty for Delay

• Delivery periods and execution dates are fatal deadlines.

• Upon exceeding a deadline, the Supplier is in default by operation of law; BraVeBo may claim the following escalating penalty:

Weeks 1–2: 0.2% of the order value per calendar day of delay

Weeks 3–4: 0.5% of the order value per calendar day of delay

From week 5: 1.0% of the order value per calendar day of delay

• The total penalty is capped at 15% of the order value, without prejudice to BraVeBo’s right to terminate and/or engage third parties at Supplier’s expense.

• Impending delay must be reported immediately in writing with a mitigation plan.

Legal Reference: DCC 6:83, DCC 6:91–6:94, DCC 6:265.

Article 10 – Quality, Conformity and Standards

• Goods/Services are new, sound, conform to specification and fit for purpose; they comply with applicable laws, regulations and standards.

• Where relevant: NEN-EN 1366-3, EN 13501-2, ISSO/SBR 809, VCA VOL, NEN 3140.

• On request, Supplier provides test reports, CE/DoP, processing instructions and complete as-built/handover files.

Legal Reference: DCC 7:17 (conformity of sale), DCC 7:758 (work/handover).

Article 11 – Flow-down and Site Regulations (ESA/CBRE/ISSO/NEN/Building Regulations)

• Mandatory compliance with site regulations and principal procedures (e.g., ESA/CBRE/EQUANS) and applicable standards.

Dutch Building Decree 2012 or subsequent Decree on Buildings in the Living Environment (Bbl 2024) depending on scope/year of construction.

NEN-EN 1366-3, EN 13501-2, ISSO/SBR 809, VCA VOL, NEN 3140.

• BraVeBo may conduct audits/inspections; deviations must be remedied immediately and free of charge.

Legal Reference: Dutch building regulations system (Building Decree 2012/Bbl 2024), project-specific standards.

Article 12 – Inspection, Acceptance and Rejection

• Interim inspections/audits/FAT/SAT allowed; acceptance only in writing. Silence does not constitute acceptance.

• In case of rejection: repair/replacement at Supplier’s cost within a reasonable term; rejected items remain at Supplier’s risk/expense.

Legal Reference: DCC 7:758 (handover), DCC 6:74 (non-performance).

Article 13 – Warranties (Supplier’s Guarantee)

• Minimum 24 months warranty on goods and 12 months on workmanship after acceptance, unless a longer factory warranty applies.

• Repair/replacement free of charge, incl. disassembly/assembly, transport and ancillary costs; replacement parts restart the warranty period.

Legal Reference: DCC 7:21 (repair/replacement in sale), contractual.

Article 14 – Subcontracting, Personnel and Safety

• Subcontracting only after prior written consent; Supplier remains fully liable and responsible for performance and compliance.

• Personnel must have appropriate certification (VCA, NEN 3140, first aid where required) and comply with HSE plan, toolbox talks and badge procedures.

• BraVeBo may remove individuals from site in case of violations.

Legal Reference: DCC 7:760 (subcontracting), occupational safety framework (project-based).

Article 15 – No Employment Relationship (DBA Act) and Independent Entrepreneurship

• Supplier acts as an independent entrepreneur with an obligation of result, using its own methods, tools and organisation, free from BraVeBo’s direct supervision; no employment contract or relationship of authority (DCC 7:610 excluded).

• Supplier warrants Chamber of Commerce, VAT number, UBO registration; remits its own wage taxes/contributions and indemnifies BraVeBo for assessments/fines.

• Mandatory insurances: General Business Liability, Professional Liability, Disability Insurance (where appropriate).

• In case of doubt about independence (sham self-employment), BraVeBo may terminate without liability for damages.

Legal Reference: Dutch DBA Act, Dutch Tax Administration guidance on sham contracting, DCC 7:610.

Article 16 – Supplier’s Retention of Title

• Retention of title only accepted for specifically delivered and identifiable items and lapses once items are processed/integrated into the work.

• Retention of title does not restrict BraVeBo’s right to use items for performance towards the end-client.

Legal Reference: DCC 3:92 (retention of title).

Article 17 – Intellectual Property and Licenses

• All intellectual property rights to designs, advice, software, reports, and documentation remain the property of BraVeBo B.V.

• All results (documentation, schematics, drawings, photos, software, configurations) from the assignment vest, to the extent legally possible, in BraVeBo.

• For pre-existing IP, Supplier grants BraVeBo and its principals an irrevocable, worldwide, perpetual and royalty-free licence for use/maintenance/modification for the project and subsequent operation.

• Supplier indemnifies against third-party IP claims.

Legal Reference: Dutch Copyright Act, BCIP (Benelux IP), contractual transfer/licence.

Article 18 – Documentation, Files and Traceability

• Supplier provides complete documentation (e.g. TDS - technical data sheets, safety data sheets, certificates, logbooks, QR/traceability data) prior to handover.

• For fire-resistant sealings: photo report, labelling and seal documentation in accordance with the assignment (e.g. NEN 6075 / EN 13501-2 / EN 1366-3 - 4 / ISSO-SBR 809 / ESA-HIF-ET-PR-2023-001.

Legal Reference: building regulations and applicable NEN/ISSO standards (project-specific).

Article 19 – Insurances and Liability

• Supplier is adequately insured (incl. General Business Liability, where applicable CAR, Professional Liability) and provides policy evidence on request.

• Supplier is liable for all direct damage due to imputable failures, incl. costs of repair/replacement, delay/mitigation and engagement of third parties; lost profit and other indirect damages are compensable to the extent legally permissible and not mandatorily excluded.

• Exclusion of liability for consequential damage does not apply in case of:

Breach of statutory fire safety standards/building regulations.

ESA/CBRE/EQUANS claims for which BraVeBo is held liable and which are attributable to Supplier.

• Supplier indemnifies BraVeBo against third-party claims (incl. defence costs).

Legal Reference: DCC 6:74, DCC 6:162, DCC 6:170/171.

Article 20 – Compliance, Integrity and Privacy

• Compliance with applicable laws and regulations (e.g., Sanctions Act 1977, labour/secondment rules, WKA); no bribery/conflict of interest.

• If (personal) data are processed: compliance with GDPR and Dutch GDPR Implementation Act; a data processing agreement will be concluded upon request; appropriate technical and organisational measures are mandatory.

• Confidential information of BraVeBo and its principals shall be kept strictly confidential.

Legal Reference: GDPR, UAVG, Sanctions Act 1977.

Article 21 – Variations, Additional/Reduced Work

• Variations only upon written instruction by BraVeBo.

• Cost implications must be reported in advance and transparently; no entitlement to compensation without prior written approval.

Legal Reference: DCC 6:248 (reasonableness/equity), contractual.

Article 22 – Confidentiality and Publicity

• All information/drawings/plans/reports/data of BraVeBo are confidential and used solely for the assignment.

• Publicity, references, logo use or site visit reports mentioning BraVeBo or its principals require prior written consent.

Legal Reference: contractual confidentiality; GDPR where personal data are involved.

Article 23 – Termination, Suspension and Termination for Convenience

• In case of imputable non-performance, (application for) bankruptcy/suspension of payments or attachment, BraVeBo may suspend or terminate with immediate effect.

• Termination for Convenience (TFC): BraVeBo may terminate without cause; only demonstrable and pre-approved in writing unavoidable costs are reimbursable; no compensation for lost profit/turnover. Reimbursement is contingent on documentation and mitigation by Supplier.

Legal Reference: DCC 6:265 (termination), DCC 6:271 (effects of termination), contractual TFC.

Article 24 – Suspension/Penalty for File or Reverse Charge Errors

In case of incorrect/incomplete fiscal/invoice data (incl. reverse charge VAT notice) or missing file components (PO/GF, inspection reports, as-built, traceability), BraVeBo may:

• suspend payment until fully rectified,

• recover damages/fines from Supplier,

• in case of repeated failure, impose a penalty pursuant to Art. 9 (delay), without prejudice to other rights.

Legal Reference: Dutch Turnover Tax Act 1968 (reverse charge), Dutch Tax Administration WKA/reverse charge guidance.

Article 25 – Force Majeure

• Only force majeure within the meaning of DCC 6:75 entitles to an extension; must be reported immediately and substantiated.

• Not deemed force majeure: price increases, inflation, liquidity problems, strikes at subcontractors, shortage of materials/personnel.

• Force majeure > 30 days: BraVeBo may terminate (partially) free of charge and procure elsewhere.

Legal Reference: DCC 6:75.

Article 26 – Assignment, Audit and Access

• Assignment of rights/obligations by Supplier to third parties requires BraVeBo’s prior written consent.

• BraVeBo and/or its principal may conduct an audit of compliance; Supplier shall cooperate and provide access.

Legal Reference: contractual audit/access; privacy in accordance with GDPR.

Article 27 – Cession and Pledge (Claims)

• Claims against BraVeBo may not be assigned/transferred/pledged and no limited right may be created without prior written consent of BraVeBo.

• Actions contrary to this have no legal effect vis-à-vis BraVeBo.

Legal Reference: DCC 3:83, DCC 3:94, DCC 3:239 (claims/cession/pledge).

Article 28 – Governing Law and Forum

• Dutch law exclusively applies.

• Disputes shall be submitted to the competent court in The Hague, without prejudice to the right to summary proceedings or conservatory measures.

Legal Reference: Brussels I bis (if cross-border), contractual forum selection.

Article 29 – Non-competition, Non-solicitation and Non-circumvention

• Non-competition (project/relationship specific): during the assignment and 12 months after (partial) handover, Supplier shall not offer/perform services that directly undermine BraVeBo’s assignment with the same end-client, bypassing BraVeBo, for the same scope/locations. Limited to the project, BraVeBo’s known end-client(s) and agreed scope; general market activity remains free.

• Non-solicitation of personnel: no active solicitation/hiring/engagement of BraVeBo employees or fixed freelancers and self-employed professionals (zzp'ers) without prior written consent, during the assignment and 12 months thereafter.

• Non-circumvention (relationship protection): no direct contracting with clients/end-clients introduced by BraVeBo for the same or subsequent services without written consent.

• Penalty: €25,000 per breach + €1,000 per day of continuation, without prejudice to full compensation and immediate provisions in summary proceedings.

Legal Reference: DCC 6:91–6:94 (penalty clause), summary proceedings.

Article 30 – Competition and No Collusion (Tenders)

• Supplier complies with competition law and refrains from cartel agreements, price alignment, market/client allocation, cover bidding or other collusion.

• Breach entitles BraVeBo to immediate termination, suspension, claw-back and damages, without prejudice to sanctions by authorities.

Legal Reference: Dutch Competition Act, TFEU 101/102 (high level).

Article 31 – Survival

• Provisions intended by their nature to survive termination (e.g., warranties, indemnities, IP, confidentiality, compliance, forum selection) remain in force.

Legal Reference: contractual survival.

Article 32 – Language and Precedence

• These conditions are drawn up in Dutch and in English.

• In case of any difference in interpretation, the Dutch version prevails; the English version is for information.

Legal Reference: contractual (language priority).

Article 33 – Training Costs and Investment Retention

• If BraVeBo B.V. incurs costs on behalf of the Supplier or its personnel for necessary certification, (safety) training, badges, or specialized system instructions, these shall be considered an investment in the execution of the Agreement.

• BraVeBo B.V. is entitled to offset these costs in full against the Supplier's next invoice or invoices, unless expressly agreed otherwise in writing.

• In the event of premature termination of the cooperation at the initiative of the Supplier, all training costs facilitated by BraVeBo B.V. that have not yet been fully offset shall be immediately due and payable in full as compensation for the investment made.

Legal Reference: DCC 6:127 (set-off), contractual investment retention.

Article 34 – Final Provisions

• Nullity/invalidity of any provision does not affect the validity of the remaining provisions; parties shall replace the invalid provision with a valid one that most closely reflects its intent.

• BraVeBo may amend these purchase conditions; the amended version applies to future assignments and will be published with an effective date at https://www.bravebo.nl/voorwaarden/algemeneinkoopvoorwaarden_en.

• Only authorised representatives of BraVeBo may deviate from these conditions in writing.

Legal Reference: DCC 3:40 (nullity), contractual amendment/deviation.

Closing

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