General Terms and Conditions Subcontractors
Article 1 - Definitions
-
In these General Terms and Conditions, the following terms are defined as:
-
Contractor: Diagonal Renovations BV, or any of its subsidiaries, with registered offices at Laan van Kronenburg 14, 1183 AS, Amstelveen, The Netherlands.
-
Subcontractor: The natural or legal person to whom the Contractor has assigned the Work described in the Agreement and who performs it.
-
Agreement: A subcontracting or purchasing agreement, of which these General Terms and Conditions form an integral part.
-
The Work: The part of the work to be conducted by the Subcontractor or the delivery to be made.
-
The Assignment File: The description of the Work, related drawings, applicable conditions for the Work, any information notes, and the minutes of instructions.
-
The U.A.V.: Uniform Administrative Conditions 2012 or any later version that may apply.
-
​
2. These general terms and conditions ("Agreement") apply to all legal relationships arising between Diagonal Renovations B.V. ("Contractor") and its subcontractors ("Subcontractor") concerning the execution of work on projects.
​
Article 2 – Applicability
-
The following documents apply to all legal relationships arising between the Contractor and the Subcontractor concerning the Work: the Agreement, the Assignment File, and the U.A.V. In case of conflicting provisions, the following order of precedence applies:
-
the Agreement;
-
the Assignment File;
-
the U.A.V
-
-
The applicability of any general terms and conditions used by the Subcontractor is explicitly rejected unless expressly accepted in writing by the Contractor.
​​
Article 3 – Formation of Agreement
-
A request for a quotation from the Contractor does not bind the Contractor but is considered an invitation for the Subcontractor to make an offer.
-
A written offer submitted by the Subcontractor to the Contractor is binding on the Subcontractor and is considered an irrevocable offer.
-
The Agreement is concluded when the Contractor accepts the Subcontractor's offer in writing and the parties sign the Agreement.
-
The Agreement is subject to the resolutive condition that the Work assigned or to be assigned to the Contractor proceeds.
​​
Article 4 - Start of Work, Duration, and Planning
-
The Agreement specifies when the Subcontractor must commence the Work and when the Work must be completed.
-
The Subcontractor is obligated, except in cases of force majeure, to continue the execution of the Work without interruption, following the planning provided to him.
-
The Subcontractor shall ensure that sufficient and skilled personnel, who are proficient in the Dutch language, are employed during the execution of the Work. If the Subcontractor deploys insufficient or insufficiently skilled personnel, the Subcontractor is obliged to deploy the number of skilled personnel indicated by the Contractor. The Contractor will intervene if the Subcontractor, except in cases of force majeure, fails to meet the planning or if the quality of the performance does not meet the Agreement's requirements for the Work.
-
The Subcontractor is not entitled to an extension of the execution or completion term unless force majeure, circumstances for which the Contractor is responsible, or a change in the Agreement or execution conditions justifies that the Subcontractor cannot reasonably be required to complete the Work within the period stipulated in the Agreement.
-
If the start or progress of the Work assigned to the Subcontractor is delayed due to circumstances for which the Subcontractor is responsible, the Subcontractor must compensate the Contractor for any resulting damage, except for the damage due to exceeding the execution or completion term.
-
If the execution or completion term is exceeded, the Subcontractor owes the Contractor compensation equal to the amount of the penalty or delay damage that the Contractor owes to his client. The Contractor may set off this compensation against any amounts owed to the Subcontractor.
Article 5 - Compliance with Legal Obligations and Other Regulations
-
The Subcontractor declares to be familiar with all regulations and provisions that the Contractor must comply with based on the main agreement concluded by the Contractor, of which the Work described in this Agreement is part, as well as with the penalty clause included in the main agreement.
-
The Subcontractor undertakes to comply with all these regulations and provisions related to the Work to be performed, as if the Contractor were conducting the Work himself.
-
The Subcontractor further undertakes to comply with all regulations, provisions, decisions, collective labor agreements, and wage schemes established by competent authorities, as the Contractor would if he were conducting the Work himself.
-
Unless otherwise agreed in the Agreement, the Subcontractor is required to comply with the applicable collective labor agreement (CAO) for the construction industry.
-
The Subcontractor is obligated to comply with the Dutch Occupational Health and Safety Decision for Construction Sites (Arbo-besluit Bouwplaatsen) and agrees to adhere to the applicable construction site rules and work according to the prevailing safety and health plan (V&G-plan).
-
The Subcontractor is required, at his own expense, to provide all standard safety equipment required under the Dutch Occupational Health and Safety Decision for Construction Sites.
-
The Subcontractor is obligated to provide, at the first request of the Contractor, the following documents:
-
An extract from the Chamber of Commerce (Handelsregister);
-
A copy of the statement from the Employee Insurance Agency (UWV) with the Subcontractor's connection number;
-
A copy of the tax authority’s statement with the Subcontractor’s wage tax number;
-
A copy of the blocked account (G-rekening) agreement;
-
The Subcontractor’s VAT number;
-
(If applicable) the business license.
-
-
At the Contractor's first request, the Subcontractor is required to submit a recent (no older than eight days) original statement from the tax authorities and the Employee Insurance Agency (UWV) every three months, confirming payment of wage taxes, national insurance contributions, and employee insurance premiums.
-
The Subcontractor is obligated to maintain proper records regarding the Work and to present these to the Contractor upon request. These records must include:
-
The Agreement;
-
Information regarding the performance of the Agreement, including:
-
Description of the performance required under the Work;
-
The location of the Work;
-
The amount allocated for wages;
-
The amount of wages for the completed portion of the Work;
-
The period during which (part of) the Work was performed;
-
Payments made in connection with the fulfillment of the Agreement.
-
Article 6 - Other Obligations of the Subcontractor Regarding the Execution of the Work
-
The Subcontractor is obligated to follow the orders and instructions given by the Contractor.
-
The Subcontractor is not permitted to accept orders or instructions directly from the Contractor's client (or its representative) unless the Contractor has given prior written instruction to do so. In such cases, the Subcontractor is required to follow any orders and instructions from the Contractor's client or its representative, provided they pertain to the Agreement.
-
From the moment the Agreement is concluded, the Subcontractor is not allowed to make any offer to the Contractor's client regarding any work that could be considered an extension or modification of the Contractor's assignment, without prior written consent from the Contractor.
-
Any additional work will only be paid for if the Contractor has provided the Subcontractor with a written order for the additional work before the Subcontractor begins the extra tasks. Failure to obtain such an order will result in the loss of any right to payment for additional work.
-
Without the prior written consent of the Contractor, the Subcontractor is not allowed to have the Work wholly or partially conducted by a third party (including subcontracting) or to use temporary workers, including freelancers (ZZP’ers).
-
If the Contractor grants the Subcontractor written permission to subcontract part of the Work or to use temporary workers or freelancers, the Subcontractor must draft a written contract approved by the Contractor. This contract will incorporate the terms of the Agreement, with the Subcontractor acting as the Contractor and the third party or freelancer as the Subcontractor.
-
The Subcontractor remains fully responsible to the Contractor for the proper execution of the Work in accordance with the Agreement.
-
When processing construction materials, the Subcontractor must adhere to the manufacturer's processing guidelines.
-
If, during the course of the project, the client of the Contractor is unable to fulfill payment obligations towards the Contractor for whatever reason, the Contractor reserves the right to immediately suspend the Work to mitigate potential damages. The Contractor shall notify the Subcontractor of such suspension promptly. Work may resume only upon the Contractor’s confirmation that adequate payment arrangements are in place with the client.
-
Failure to meet the required quality standards will result in the rejection of the Subcontractor's Work. Any corrective work or complaints must be addressed promptly—within 14 days of receiving written notice from the Contractor.
-
If the Subcontractor fails to rectify any issues within the 14 days period, the Contractor reserves the right to engage another party to perform the necessary work at the Subcontractor’s expense. If there is a dispute over responsibility, an independent inspector will be appointed to assess the situation.
-
Latent defects, defined as those not detectable at the time of inspection or completion of the Work, must be reported by the Contractor within a reasonable period after discovery. The Subcontractor is obligated to repair such defects within 45 days of receiving written notice from the Contractor.
-
In the event that the Contractor and the Subcontractor cannot agree on which party is responsible for rectifying a defect or issue related to the Work, both parties agree to jointly appoint an independent inspector or specialist to assess the situation and issue a report. The findings of the inspector will be final and binding on both parties. The party determined to be responsible for fixing the issue will bear the cost of the inspection and report. If responsibility is shared or no fault is found, the costs of the inspection will be divided proportionally between the Contractor and the Subcontractor.
Article 7 - The Worksite; Items Provided to the Subcontractor
-
The Contractor is responsible for ensuring the worksite is accessible and navigable where the Work is to be performed.
-
Materials, tools, drawings, sketches, calculations, studies, and related items provided by the Contractor to the Subcontractor or developed or produced by the Subcontractor on behalf of the Contractor, are or become the (intellectual) property of the Contractor. The Subcontractor is required to treat these items confidential, as the (intellectual) property of the Contractor, keep them separated from other items, and return them in good condition to the Contractor at the Subcontractor's expense upon completion of the Work or termination of the Agreement for any reason. The Subcontractor may only use these materials for the execution of the Work and must return them upon request. The Subcontractor may not use or disclose such items for any purpose outside the scope of the Work.
-
The Subcontractor is responsible for disposing of all waste generated during the execution of the Work, at its own expense. Hazardous waste must be disposed of by or on behalf of the Subcontractor and deposited at a designated location under the supervision of the competent authorities.
Article 8 - Liability and Guarantee
-
The Subcontractor is liable for all direct and indirect damages suffered or to be suffered by the Contractor, including damages to the Contractor’s management, personnel, or third parties, arising from or in connection with the execution of the Agreement by the Subcontractor, its personnel, or any third parties engaged by the Subcontractor under its responsibility. This liability excludes cases of intentional recklessness by the Contractor or the third party. Execution of the Agreement also includes situations where the Subcontractor fails to meet, in whole or in part, one or more obligations under the Agreement within a reasonable period after being given notice to do so.
-
The damages to be compensated by the Subcontractor include, but are not limited to, business damage, environmental damage, damage to materials, equipment, or other property, personal injury, legal and extrajudicial costs (including arbitration costs), and legal assistance costs.
-
The Subcontractor fully indemnifies the Contractor against all third-party claims for compensation of damages caused by or in connection with the execution of the Agreement by the Subcontractor, its personnel, or any third parties engaged by the Subcontractor under its responsibility, except in cases of intentional recklessness by the third party making the claim against the Contractor.
-
If the Contractor is liable for damages to the Subcontractor or a third party, the liability of the Contractor is limited to the amount paid out under the Contractor's insurance policy, plus the amount of any applicable deductible under the policy.
-
The Subcontractor guarantees the proper and complete performance of the Work in accordance with the Agreement and applicable quality standards. Any defects arising within the guarantee period of five (5) years must be promptly rectified at the Subcontractor’s expense. However, the Subcontractor's liability for defects shall decrease by 20% for each year that has passed since the completion of the Work.
Article 9 - Insurance and Damages
-
If agreed in the Agreement, the Subcontractor is co-insured under the Contractor's Construction All Risk (CAR) insurance when the Assignment File requires the Contractor to take out a CAR policy for the project to which the Work relates. However, the Contractor only grants access to the CAR policy for damages to the Work assigned to the Subcontractor, materials intended for the Work, and items that the Subcontractor is actually working on, provided that the Subcontractor is not otherwise insured.
-
If damages to items belonging to the Subcontractor, as mentioned in paragraph 1 of this article, are caused by gross negligence or intent on the part of the Subcontractor, all rights under the CAR policy are forfeited, and all costs related to the damage incident will be borne by the Subcontractor.
-
The Subcontractor cannot hold the Contractor liable for theft or destruction of materials, work, tools, or equipment.
-
The Subcontractor is required to take out insurance for the equipment and materials it brings to the construction site and must provide a copy of a recent policy schedule upon request.
-
The Subcontractor is obligated to take out a business liability insurance policy (AVB) before commencing the Work and maintain it during the entire execution period. The AVB policy must provide coverage for statutory liability up to an amount of €1,250,000 per incident. The Subcontractor must provide the Contractor with a copy of a recent policy schedule upon request.
Article 10 –Payment
-
The Agreement stipulates whether payment for the Work will be made in one lump sum or in installments.
-
Payment for the Work, or an installment thereof, will only be made within a payment term of 45 days after the Work, or the part of the Work to which the installment relates, has been inspected and approved by the Contractor. This inspection and approval must take place within eight days after the Subcontractor has notified the Contractor in writing that the Work is complete.
-
The Subcontractor must provide the Contractor with an invoice that meets the requirements of the Dutch VAT Act 1968.
-
The Subcontractor’s invoice must include the date the Agreement was concluded, the Agreement number, the wage amount (CSV), the period and location of the Work, and the Contractor’s VAT number. The invoice must also indicate whether the reverse charge mechanism applies to VAT, and if not, the VAT amount must be specified.
-
Together with the invoice, the Subcontractor must submit the attendance register, signed by the Contractor’s supervisor, for the part of the Work to which the installment relates. The attendance register must include the names and social security numbers of all workers engaged by the Subcontractor and a record of hours worked per employee.
-
The Subcontractor must also provide a payment advice note, issued by the Contractor's supervisor, confirming that the performance invoiced has been delivered by the Subcontractor.
Article 11 –Default and Termination
-
The Contractor is entitled to terminate the Agreement in whole or in part extrajudicially if the Subcontractor, despite written notice of default allowing a period of at least eight days or another reasonable term, fails to meet one or more obligations under the Agreement, or fails to meet them in a timely or adequate manner.
-
In such cases, the Contractor is entitled to complete or remedy the Work within the scope of the main agreement between the Contractor and the client at the Subcontractor's expense. Completion or remedy by the Contractor or a third party does not affect the Subcontractor’s remaining obligations under the Agreement.
-
The Contractor reserves the right to terminate the Agreement for convenience by providing at least eight days' written notice to the Subcontractor. The Subcontractor will be compensated for the Work completed up to the termination date, minus any costs incurred by the Contractor due to delays or defects.
-
The Contractor is entitled, without notice of default, to suspend or terminate the Agreement in whole or in part immediately by written notice, without being liable for damages, and while retaining its other contractual and legal rights, if:
-
the Subcontractor applies for or is granted a moratorium on payments;
-
the Subcontractor's bankruptcy is requested or declared;
-
the Subcontractor offers a settlement to its creditors;
-
the Subcontractor's business is liquidated or discontinued;
-
control of the Subcontractor's business changes;
-
the Subcontractor's business or part of its assets are sold to a third party;
-
seizure is imposed on (part of) the Subcontractor's assets, and the seizure is not lifted within one month, unless the seizure does not prevent the execution of the Agreement.
-
Article 12 - Force Majeure
-
Force majeure is understood as a failure in the performance of the Agreement by either party, which cannot be attributed to them, and which is not due to their subjective fault nor accountable under law, legal act, or generally accepted practice.
-
If either party is unable to fulfill its obligations under the Agreement due to force majeure, the fulfillment of the Agreement will be suspended for the duration of the force majeure situation.
-
For the Subcontractor, the following situations are not considered force majeure: failure or late performance by its suppliers, subcontractors, or other third parties engaged by the Subcontractor; shortage of materials or labor; strikes; and illness of personnel.
Article 15 - Dispute Resolution
-
The Agreement, the General Terms and Conditions for Subcontracting, and agreements (including non-contractual relationships) resulting from or related to the Agreement are governed exclusively by Dutch law.
-
All disputes, including those that only one of the parties considers a dispute, arising between the parties in connection with this Agreement, the General Terms, and related agreements, whether legal or factual, shall be exclusively resolved by arbitration by the Arbitration Board for the Construction Industry (Raad van Arbitrage voor de Bouw) following the rules described in the Board’s statutes as they were three months before the date of submission.
-
Contrary to the above, disputes involving claims not exceeding EUR 5,000 or falling under the jurisdiction of the subdistrict court will be settled by the competent subdistrict court.
-
The above provisions do not affect the parties' right to:
-
approach the court of first instance for interim measures, including summary proceedings;
-
apply the legal remedies available against a decision in summary proceedings;
-
apply for permission for conservatory attachment from the court;
-
request the civil court to issue a declaratory judgment regarding conservatory attachments.
-
Article 17 – Final Provisions
-
If one or more provisions of the Agreement and these General Terms and Conditions are found to be invalid, the Agreement and General Terms will remain in effect for the rest.