General terms of purchasing and (sub)contracting

A. General Terms and Conditions

Article 1. Definitions

1. Lan Handling: the private limited liability company Lan Handling Technologies B.V. (Chamber of Commerce number 30202111).
2. The Supplier: the (intended) contracting party of Lan Handling.
3. Agreement: the agreement entered into between Lan Handling and the Supplier.
4. General Terms: the present General Terms of Purchasing and (Sub)contracting.
5. Third Parties: Third parties engaged by the Supplier (with the written consent of Lan Handling)

Article 2. Formation of Agreement

1. An Agreement comes into being when Lan Handling submits a request to the Supplier to enter into an Agreement and the Supplier accepts that request (explicitly or tacitly by executing the Agreement mentioned in the request). The Agreement is formed in accordance with the request.
2. Changes/additions to the Agreement can only be agreed in writing. Lan Handling reserves the right to unilaterally change these General Terms.
3. If provisions in an application conflict with provisions in the General Terms, the former will prevail. The Supplier cannot derive any rights from information contained in applications, brochures, advertising materials or Lan Handling’s website.
4. No rights can be derived from information contained in third party requests, offers, leaflets, advertising materials or from Lan Handling’s website.

Article 3. Term of the Agreement

1. If the Supplier terminates the Agreement in compliance with Section 7:408(2) Dutch Civil Code before the agreed result has been achieved or before the agreed time has expired, Lan Handling will be released from its obligations to pay the agreed price/fee.

Article 4. Modification, Change orders

1. Lan Handling may change orders at any time either by making an instruction expressly for a change order or by making a request to the Supplier to submit a proposal for a change order.
2. If Lan Handling requests a proposal for a change order, the Supplier must respond in writing within five (5) calendar days, including details on execution, price, and delivery time. If no response is received, the Supplier’s right to adjustments shall be forfeited.
3. Unless Lan Handling agrees in writing to the Supplier’s proposed adjustments to the Agreement, Lan Handing shall reasonably determine the adjustments to the Agreement, including price and delivery date(s), in accordance with this paragraph. Such determination may be made at the time Lan Handling issues the instruction to proceed or within a reasonable period thereafter; in the latter case, the Supplier shall not refuse to execute the instruction on the grounds that the adjustments have not been (fully) determined.

Article 5. Obligations of Lan Handling / Prices and payments

1. (Payment) deadlines applicable to Lan Handling are not ‘deadlines determined for payment’ within the meaning of Section 6:83(a) Dutch Civil Code, unless the parties have expressly agreed otherwise in the Agreement.
2. Unless otherwise agreed in writing, payment by Lan Handling for goods shall be made within 60 days after (i) full receipt of the goods and, where applicable, acceptance of the goods, at the agreed place of delivery in accordance with Incoterms® 2020 DDP; and (ii) receipt of a correct and verifiable invoice. The payment term shall not commence in the case of partial deliveries, unless explicitly accepted by Lan Handling.
3. Unless otherwise agreed in writing, payment by Lan Handling for services shall be made within 60 days after (i) full completion and, where applicable, acceptance of the agreed services, confirmed in writing by Lan Handling; and (ii) receipt of a correct and verifiable invoice, including any required supporting documentation (e.g., timesheets, progress reports).
4. Unless otherwise agreed, all quoted prices are exclusive of VAT and inclusive transport, packaging and packing and are expressed and paid in euro.
5. Unless otherwise agreed in writing in the Agreement, the expenses associated with the execution of the order will be included in the fee.
6. Lan Handling will not reimburse costs incurred in connection with offers or quotations, including the costs of advice, drawings, etc., made by or on behalf of the Supplier.
7. If Lan Handling fails to meet its (payment) obligations, the Supplier will give Lan Handling written notice of default with a deadline of at least two weeks before Lan Handling will be considered in breach of contract.
8. Lan Handling is entitled to suspend its (payment) obligations if it suspects that the Supplier will not (be able to) fulfil its obligations. The Supplier may then not claim compensation for loss (inter alia in connection with delay in performance), (delay) interest or (extrajudicial) collection costs.
9. The Supplier cannot apply set-off due to increases in prices, fees or other cost-increasing factors, unless expressly agreed otherwise. Lan Handling will be entitled to set-off at all times.

Article 6. Obligations of the Supplier

1. (Delivery) deadlines applicable to the Supplier are ‘periods determined for fulfilment’ within the meaning of Section 6:83(a) Dutch Civil Code. The Supplier is legally in default by the mere exceeding of a term. A delivery date shall not be deemed fulfilled as long as any delivery is incomplete or nonconforming.
2. Unless otherwise agreed in writing, the Supplier is subject to an obligation of result and not an obligation to use best endeavours.
3. Without prejudice to its liability under the General Terms or national, international and/or supranational (such as European) laws and regulations, the Supplier guarantees that the goods it sells and delivers to Lan Handling:
   a.   are of good quality, manufactured from new materials and without defects;
   b.   are in accordance with what is stipulated in the Agreement in this respect (inter alia with regard to quantity, description, capacity, efficiency, speed and finish);
   c.   are suitable for the purpose for which they are intended and in accordance with the requirements set for them in the Agreement and by or on behalf of the government;
   d.   do not infringe any rights (of intellectual or industrial property or otherwise) of third parties;
4. If it appears that goods delivered by the Supplier do not comply with the aforementioned guarantees, Lan Handling will be free at its own discretion:
   a.   to request the Supplier to immediately deliver goods that comply with these guarantees, which request the Supplier will comply with immediately or;
   b.   to carry out repair or replacement of the delivered items at the Supplier’s own expense or to have them carried out by third parties.
5. In either case, the Supplier will be liable for all loss suffered by Lan Handling or third parties as a result. The Supplier will indemnify Lan Handling for claims of third parties in respect of such loss.
6. The Supplier will inform/warn Lan Handling of its own accord of all facts and circumstances relevant to the performance of the Agreement. In the event that the Supplier anticipates any difficulty in meeting any delivery date or any other obligation under the Agreement, the Supplier shall promptly notify Lan Handling in writing, specifying the reasons for the delay and the expected impact on performance.
7. Upon Lan Handling’s first request, the Supplier shall provide a detailed report and justification of the services performed.
8. Lan Handling may issue instructions to the Supplier at any time that are necessary or appropriate for the execution of the Deliveries, including rectification of defects, in accordance with the Agreement.
9. The Supplier will keep the spare parts in respect of the delivered goods in stock for the usual lifetime of the delivered goods and to deliver them on demand.
10. If the agreed delivery period is exceeded, the Supplier will owe Lan Handling an immediately payable penalty of 0,5 % of the total order value per day of delay, with a minimum of €200 per day and a maximum of 5% of the total order value. This penalty will be without prejudice to all other rights of Lan Handling, including but not limited to the right to claim from the Supplier fulfilment of the obligations under the Agreement and compensation for loss actually incurred. Section 6:92 Dutch Civil Code is not applicable.

Article 7. Engagement of Third Parties

1. The Supplier will at all times be independently responsible to Lan Handling for the full, timely and correct performance of the Agreement.
2. The engagement of Third Parties is only permitted with the written consent of Lan Handling. Even then, the Supplier remains responsible as mentioned in paragraph 1.
3. If the Supplier engages Third Parties, the Supplier will:
   a.   take out adequate insurance for (loss as a result of) the work performed by Third Parties;
   b.   keep a written record of which Third Parties are engaged for what work at what time (e.g. in the form of a man-days register), and provide copies of such records to Lan Handling upon request;
   c.   keep an extract from the Trade Register (not older than three months) of each Third Party in the records, and to provide a copy of this extract upon Lan Handling’s request;
4. The Supplier will comply with the obligations mentioned in paragraph 3 prior to engaging Third Parties and during the entire period that the Third Parties are engaged, and thereafter where applicable.
5. The Supplier guarantees to Lan Handling that the Third Parties:
   a.   are competent and (to the extent necessary) qualified/certified for the task assigned to them;
   b.   will not cause damage to Lan Handling or its customers. Should this occur, the Supplier will fully indemnify Lan Handling and/or its customers and Lan Handling may, if necessary, sue the Supplier in court;
   c.   to the extent necessary in Lan Handling’s opinion for the proper performance of the Agreement, comply with Lan Handling’s instructions. Failure to do so will entitle Lan Handling to refuse the relevant Third Party;
   d.   comply with all relevant (safety) regulations and legislation (for example in the context of personal protection, salary (administration) or employer charges) and the obligations applicable to Third Parties under the Agreement and General Terms. Where reasonably practicable, the Supplier will make written agreements with the Third Parties in this regard and will provide copies of such agreements upon Lan Handling’s request.

Article 8. Quality and complaints

1. Lan Handling has the right at all times to examine, inspect and test the goods delivered or work performed by the Supplier. Such examinations may include Factory Acceptance Tests (“FAT”) to be conducted by the Supplier in accordance with Lan Handling’s quality requirements. If and to the extent a checklist has been provided by Lan Handling, it shall be used by the Supplier when carrying out the quality check. Unless otherwise agreed in writing, all costs related to FAT and any other inspections shall be borne by the Supplier
2. Lan Handling may, at its sole discretion, decide whether the FAT must be conducted at the Supplier’s production location. Lan Handling may be present during any such FAT. Lan Handling may also, at any time, conduct a FAT at its own location, even if the Supplier has already performed a FAT, before or after delivery.
3. The FAT shall, where possible, take place on the date specified in the project schedule. If no date is included, Lan Handling shall determine, at its sole discretion, the time and place of the FAT. If the FAT shows that the deliveries do not comply with the Agreement, including the technical requirements, the FAT is considered failed. The Supplier must immediately remedy all defects. Once the defects have been corrected, the Supplier shall promptly notify Lan Handling accordingly.
4. Any FAT conducted by the Supplier must be approved by Lan Handling. Such approval shall not release the Supplier from its full responsibility to comply with the contractual requirements. Lan Handling’s approval of the FAT does not release the Supplier from its full responsibility for compliance with the contractual requirements.
5. In case of deliveries subject to testing and inspection by Lan Handling, the Supplier shall provide all apparatus, assistance, documents and other information, electricity, equipment, fuel, consumables, instruments, labor, materials, and suitably qualified and experienced personnel necessary to carry out the tests efficiently.
6. Examination, inspection, acceptance of, or payment by Lan Handling will not release the Supplier from any obligations, warranties, liabilities or representations under the Agreement, unless expressly agreed otherwise in writing.
7. If any examination or test by Lan Handling is carried out on the Supplier’s premises, the Supplier shall provide sufficient and reasonable facilities and assistance to ensure the safety, access, and convenience of Lan Handling’s inspection personnel.

Article 9. Transfer

1. Unless otherwise agreed, the delivery of goods will take place according to the Incoterms ® DDP 2020 (Delivered Duty Paid) Incoterms 2020 at the address (of a branch) of Lan Handling.
2. The goods will be properly packed (unless the nature of the goods prevents this) and secured in such a way that they reach their destination in good condition during normal transport. The Supplier will take out adequate insurance to Lan Handling’s satisfaction against risks which may reasonably be considered present during transport.
3. The risk for the goods will be borne by the Supplier until such time as Lan Handling has been able to inspect and approve the goods after delivery.
4. The purchased goods will immediately and unconditionally become the property of Lan Handling:
   a.   at the moment Lan Handling acquires actual control over the goods or (whichever is earlier);
   b.   in the event that Lan Handling has made an advance payment to the Supplier in whole or in part for goods yet to be delivered by the Supplier, at the time the advance payment is made.
5. The Supplier is obliged to deliver items of one order at once (and is therefore not authorised to make partial deliveries) unless expressly agreed otherwise in writing.
6. Lan Handling is never obliged to take delivery of the goods, inter alia not if, upon delivery, they do not meet the guarantees set by the Supplier. The costs of return transport will never be borne by Lan Handling.
7. Early deliveries are not permitted unless Lan Handling has given prior written consent. Approval of an early delivery by Lan Handling shall not affect the originally agreed delivery date(s). In that case, payment terms shall commence from the agreed delivery date(s) and not earlier, regardless of any early delivery.
8. The Supplier acknowledges that the delivered goods may be subject to export and import restrictions, including licensing and usage restrictions abroad. The Supplier shall comply with all applicable export and import control laws and regulations and ensure that all necessary licenses and permits are obtained.
9. The Supplier shall promptly provide all required information and documentation to enable Lan Handling to comply with applicable laws and regulations. This includes, for each delivery where applicable the eight-digit customs tariff number (HS code) of the goods, the non-preferential country of origin, upon request, a supplier’s declaration of preferential origin or other relevant proof of origin, if applicable, the classification of the goods under any relevant export control list. This information shall be provided in writing as early as possible – and in any case no later than three (3) working days prior to shipment. For goods subject to export licensing, the information shall be provided at the latest with the written order confirmation. The Supplier shall inform Lan Handling without delay if any delivery is (partly) subject to export restrictions. Fulfilment of the contract is subject to the condition that no applicable export control regulations, embargoes or other sanctions prevent its execution.

Article 10. Liability of the Supplier

1. The Supplier is responsible for the information provided by it or on its behalf, such as prescribed constructions, materials and working methods or orders, directions and instructions given.
2. The Supplier is liable for all loss resulting from errors in the information provided by it as aforementioned or defects in goods, building materials, materials or auxiliary materials made available by it or prescribed by it. In this respect, the Supplier warrants that it has sufficient insurance coverage for liability cases potentially arising in connection with the execution of this Agreement and the performance of the services. Specifically, the Supplier undertakes, at its own expense, to take out and maintain insurance coverage until completion of the services as follows: professional or business liability insurance providing coverage of at least EUR 2,5 million per damage event or in the amount of the net purchase order value of the affected delivery if higher; (ii) assembly (montage) insurance providing coverage of at least EUR 2,5 million per damage event or in the amount of the net purchase order value of the affected delivery if higher; (iii) product liability insurance providing coverage of at least EUR 2,5 million per damage event or in the amount of the net purchase order value of the affected delivery if higher.
3. The Supplier will provide a copy of the policy upon Lan Handling’s request.
4. The Supplier will indemnify Lan Handling for claims of third parties in respect of loss as aforementioned.
5. The consequences of compliance (by Lan Handling or third parties) with statutory regulations or government decisions will be borne by the Supplier, regardless of whether the cause/necessity of such compliance is attributable to the Supplier, Lan Handling or a third party. Lan Handling will not be liable to the Supplier for loss as a result of compliance as aforementioned and the Supplier will compensate all loss and costs incurred by Lan Handling due to compliance as aforementioned upon Lan Handling’s first request.
6. The Supplier is liable for loss resulting from work performed or deliveries made by it or on its behalf by third parties.

Article 11. Liability of Lan Handling

1. The cumulative liability (or cumulative liabilities), based on any legal ground or grounds whatsoever, may not result in Lan Handling having to pay the Supplier a sum of money in excess of the invoice amount actually paid by Lan Handling to the Supplier for the relevant month in which Lan Handling is held liable, and will in any event be limited to the amount for which Lan Handling is insured and its insurance actually pays out. Lan Handling’s total liability is limited to this amount.
2. Lan Handling accepts no liability for any indirect loss of the Supplier or a third party in connection with (the performance of) an Agreement or a good or service provided by Lan Handling, including consequential loss, immaterial loss, business or environmental loss.
3. The exclusion of liability in this article will not apply if loss is caused by intent or gross negligence of Lan Handling or its managerial staff.
4. Unless the loss is caused by intent or gross negligence of Lan Handling or its managerial staff, the Supplier will indemnify Lan Handling against all claims of third parties, directly or indirectly related to (the use of) the goods and will reimburse Lan Handling for all loss suffered by Lan Handling, including (legal) consultancy costs, as a result of such claims.
5. The Supplier may only invoke the obligations as set out in this article if it has itself fulfilled all its obligations towards Lan Handling.
6. Any right of action of the Supplier against Lan Handling will lapse no later than six months after delivery of the goods sold to Lan Handling or performance of the Agreement.

Article 12. Force majeur

1. In the event of a force majeure situation:
   a.   The Supplier shall not be entitled to terminate the Agreement;
   b.   The performance of Lan Handling’s obligations shall be suspended for the duration of the force majeure situation;
2. Supplier shall not be entitled to any (damage) compensation, even if Lan Handling benefits from the force majeure situation in any way.
3. If a force majeure situation continues for a period of two (2) months, Lan Handling shall have the right to terminate the Agreement in whole or in part by means of written notice
4. The following circumstances shall not be considered force majeure events on the part of the Supplier: illness or unavailability of personnel, strikes, failure or default of third parties engaged by the Supplier, failure or unsuitability of auxiliary materials, and liquidity or solvency issues affecting the Supplier

Article 13. Intellectual and industrial property rights

1. Unless expressly agreed otherwise, the Supplier guarantees that no intellectual or industrial property rights of the Supplier or third parties are vested in the delivered performance, goods or services. Lan Handling will be free to process or repair delivered goods or have them processed or repaired. Lan Handling accepts no liability for loss suffered by the Supplier or third parties as a result, the Supplier will indemnify Lan Handling for such loss. To the extent necessary, Lan Handling may call upon the Supplier for indemnification.
2. All information, oral or written, provided by Lan Handling to the Supplier will remain the property of Lan Handling and may only be used by the Supplier for the purpose for which it was provided.
3. The Supplier will not disclose Lan Handling’s information to third parties in any manner whatsoever, except to the extent reasonably necessary in connection with the proper performance of the Agreement and then only after and to the extent a confidentiality obligation has been agreed. In addition, the Supplier will ensure that all its employees who have access to such information are also bound by the same confidentiality obligations, so that the confidentiality of the information remains guaranteed at all times.

Article 14. Privacy

1. In the event that Lan Handling processes personal data provided by the Supplier, the Supplier guarantees that the processing is not unlawful and does not infringe the rights of the data subjects concerned or third parties. To the extent necessary, Lan Handling may summon the Supplier in indemnification proceedings in the event of any claims by data subjects or third parties as a result of the Supplier’s failure to comply with applicable privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the GDPR Implementation Act.
2. Any privacy statement present on Lan Handling’s website forms an integral part of these General Terms and can be accessed via www.lanhandling.com. In the event – for whatever reason – no privacy statement is present on Lan Handling’s website then, if requested, we will be informed as soon as a privacy statement is posted.
3. The Supplier shall act in accordance with all applicable data protection laws and all laws, regulations, and guidelines relating to information security, cybersecurity, and IT security. The Supplier shall maintain appropriate technical and organizational security measures within its business operations to ensure information security at all times. These measures shall include, among others, appropriate management systems, compliance with industry standards, and a documented security protocol.
4. The Supplier shall ensure that Lan Handling’s information and data are protected against loss, unauthorized access, unlawful use, alteration, or disclosure, to prevent data breaches and other security incidents. Upon Lan Handling’s reasonable request, the Supplier shall promptly provide a copy of the documented security protocol.
5. Lan Handling shall have the right to conduct audits, including through a third party, of the Supplier’s security measures at the Supplier’s premises or systems. Such audits shall be at Lan Handling’s expense unless the audit reveals material deficiencies in the Supplier’s security measures, in which case the Supplier shall reimburse Lan Handling for all reasonable costs of the audit.

Article 15. Suspension, set-off and termination

1. The Supplier is not entitled to suspend or set off its obligations.
2. In the following cases, the Supplier will be legally in default and Lan Handling will be entitled to extrajudicially suspend the fulfilment of its obligations and/or terminate the Agreement in whole or in part, without any notice of default or judicial intervention being required:
   a.   if the Supplier files for bankruptcy or (temporary) suspension of payment, or is declared bankrupt, is granted (temporary) suspension of payment, or the Supplier is placed under administration, management or guardianship by virtue of statutory provisions;
   b.   if the Supplier transfers, liquidates or shuts down (parts of) its business or at least its activities in whole or in part;
   c.   if prejudgment attachment or executory attachment is levied against the Supplier;
   d.   if Lan Handling has good reason to fear that the Supplier will fail in the fulfilment of its obligations, such to be determined at Lan Handling’s discretion
3. In the event of termination by Lan Handling pursuant to the preceding paragraph, the Supplier will automatically owe Lan Handling a penalty of 15% of the purchase price (including shipping costs) and/or contract price, without prejudice to Lan Handling’s right to claim compensation. Section 6:92 Dutch Civil Code is not applicable.
4. Lan Handling is at all times entitled to require security from the Supplier for the Supplier’s compliance with its obligations under the Agreement. In any event, the Supplier shall, at Lan Handling’s request, provide an irrevocable, unconditional, and on-demand bank guarantee covering the full amount of any advance payment. This guarantee shall be issued by a first-class bank and must be provided to Lan Handling not later than 15 calendar days after date of the Agreement and in form and substance acceptable to Lan Handling. The Supplier will comply with this upon first request. If the Supplier provides no or insufficient security, Lan Handling is entitled to terminate the Agreement. In such case, the Supplier will be liable for all loss suffered by Lan Handling.

Article 16. Sustainability

1. The Supplier represents and warrants that it respects and complies with internationally recognized human rights, labor standards, and environmental principles in its operations and throughout its entire supply chain. The Supplier further represents and warrants that it does not violate human rights, nor is it involved in or knowingly contributes to practices that are contrary to these standards. The Supplier shall take appropriate due diligence measures to identify, prevent, and mitigate actual or potential adverse impacts, in line with the objectives of the Corporate Sustainability Due Diligence Directive (CSDDD).
2. The Supplier shall, upon request by Lan Handling, provide relevant and accurate information regarding its sustainability practices, policies, and reporting framework, to the extent reasonably necessary for Lan Handling to comply with applicable sustainability laws and regulations, including but not limited to the Corporate Sustainability Reporting Directive (CSRD). This includes, among other things, information related to environmental matters, human rights, labor conditions, and governance.
3. The Supplier shall cooperate with Lan Handling in providing all reasonably requested information or documentation needed in the context of Lan Handling’s due diligence and sustainability reporting obligations under applicable laws including but not limited to the CSRD and CSDDD. This includes, where relevant, data aligned with applicable sustainability standards such as the ESRS.

Article 17. Other

1. Lan Handling’s rights under the General Terms and Agreement are in addition to, and without prejudice to, any other rights available to Lan Handling under applicable laws and regulations.
2. Any waiver of rights by Lan Handling may only be made by written notice to that effect. Lan Handling’s failure to exercise or delay in exercising any right vested in it will not be deemed a waiver of that right, or of any other right vested in Lan Handling.
3. The Supplier may not transfer, encumber or otherwise dispose of its rights under the Agreement in whole or in part.
4. Lan Handling will be entitled to transfer, encumber or otherwise dispose of its rights and obligations under the Agreement. The Supplier hereby grants in advance its unconditional and irrevocable cooperation to contract takeover.

Article 18. Applicable law and disputes

1. The Agreement is exclusively governed by Dutch law.
2. The Vienna Sales Convention (C.I.S.G.) does not apply to the Agreement.
3. Only the Zeeland-West Brabant District Court has jurisdiction to settle any disputes arising from the Agreement. In addition/divergence thereof, Lan Handling will be entitled to submit the dispute to a court that has jurisdiction according to national, international or supranational (such as European) laws and regulations.

B. Special conditions for Contracted Work and Installation Services

Article 19. General

1. The following special conditions for the performance of installation services shall apply in addition to the Terms under letter A to all Agreements between Lan Handling and the Supplier concerning contracted work and installation services.
2. In the event of any conflict or inconsistency between the provisions of this Section B and those of Section A, the provisions of this Section B shall prevail.

Article 20. Changes

1. The Supplier is only entitled to claim compensation for the financial consequences of (a) change(s) in the scope and/or extent of the Work, such as additional an/or less work, and/or the related postponement of the delivery date and/or agreed milestones, if the change(s), including the financial consequences and the related postponement, has been agreed in writing between Lan Handling and Supplier.
2. The Supplier may only refuse to carry out a change at the request of Lan Handling if the implementation of the change:
   a.   results in a significant disruption in the performance of the performance that is unreasonable or unfair, or
   b.   the Supplier would be obliged to perform work that exceeds its technical knowledge and/or capacity, or
   c.   endangers the safety of the project or persons
3. Within 14 calendar days after Lan Handling has made a request for change, the Supplier must submit to Lan Handling a specification of the financial consequences and any consequences for the duration of performance as a result of the proposed change. If the Supplier does not submit a specification of the (additional) costs and the consequences for the duration of performance to Lan Handling within this period, the Supplier’s right to reimbursement of costs and/or the right to postpone the delivery date and/or agreed milestones lapses.
4. Lan Handling may instruct the Supplier in writing to carry out a change subject to the reservation expressly included in the assignment of determining the financial consequences of the change and any adjustment of the delivery date and any agreed milestones. In that case, the Supplier is obliged to start implementing the change before the parties have reached agreement on the financial consequences and/or adjustment of the delivery date and any agreed milestones.
5. If the Supplier makes a proposal for a change, it must include a proposal that includes at least the following:
   a.   description of the change and the way in which he intends to bring it about;
   b.   insight into the extent to which the change will lead to a change in the delivery date and any
   c.   agreed milestones;
   d.   insight into the financial consequences;
6. Lan Handling may attach conditions to its agreement to a change proposed by the Supplier.

Article 21. Completion of work

1. Recording of the work will take place at the written request of the Supplier to Lan Handling, in which the Supplier indicates the day on which the Work will be completed.
2. Admission shall take place as soon as possible after the day referred to in paragraph 1 of this Article. The day and time of inspection will be notified to the Supplier as soon as possible.
3. Lan Handling may require the Supplier or its authorised representative to be present at the inspection.
4. After the work has been recorded, the Supplier will be informed as soon as possible whether the Work has been approved. If Lan Handling rejects the work, Lan Handling will communicate the reasons for the rejection.
5. Readmission after refusal of approval shall be carried out in accordance with the above provisions.
6. The Supplier will repair or replace the rejected Work and/or parts thereof at LAN Handling’s first request at its own expense.
7. In the event of rejection of the work or part thereof, Lan Handling has the right to suspend payment.
8. If the Supplier does not deliver the Work within the agreed period at the latest, the Supplier will owe Lan Handling a penalty of € 100.00 per calendar day, without prior notice of default, for each day that the Supplier fails to comply with its delivery obligation.

Article 22. Guarantees

1. The Supplier must provide Lan Handling with the guarantees mentioned in the Agreement.
2. If the Agreement does not mention any guarantees, the Supplier must provide Lan Handling with all guarantees that Lan Handling must provide on the basis of the agreement with its client, insofar as those guarantees relate to the work.
3. In any case, even if no specific or general guarantees are mentioned in the Agreement of any other relevant agreement, the Supplier guarantees the soundness of the Work for a period of two years, counting from the moment of delivery and/or execution.
4. The Supplier must repair the defects that occur during a warranty period as soon as possible at its own expense and risk and on first notice from and in consultation with Lan Handling, unless the Supplier proves that the defects are not for its account and/or risk.
5. Any guarantees provided by the Supplier that are different from the guarantees referred to earlier in this article shall never have the effect of excluding or limiting the scope or duration of the guarantees referred to earlier in this article.
6. Lan Handling may repair a defect at the expense of the Supplier if the Supplier does not repair the defect after written notice of default, or does not repair it properly or in a timely manner. If the rectification cannot be postponed, a prior written notice of default is not necessary, contrary to the provisions of the previous sentence.
7. This article does not affect the Supplier’s liability under the Agreement and the law.

Article 23. Safety

1. Lan Handling and the Supplier consider health and safety as a priority. The parties are committed to continuously improving and maintaining their performance in the field of health and safety for all employees and for all those involved in their activities.
2. The Supplier must comply with the existing legal obligations with regard to the performance of the work with regard to working conditions and occupational safety.
3. The Supplier will take care of any safety measures to be taken in connection with the work to be performed.
4. The Supplier will ensure that its employees comply with the safety regulations and rules of conduct applicable at the time of the performance of the work. If the Supplier’s employees do not comply with the safety regulations and rules of conduct, Lan Handling has the right to refuse the employees in question access to the construction site.

Article 24. Insurance

1. The Supplier is obliged to take out insurance with a minimum coverage of 2,5 million euros per event to cover its liability
2. In the event of the use of equipment, the Supplier is obliged to insure this equipment against damage to the object itself and liability. Any deductible is at the expense of the Supplier. The policy must include that:
   a.   for objects subject to WAM, the coverage meets the requirements of the Motor Vehicle Liability Insurance Act and provides cover for damage caused by the use of the equipment.
   b.   Lan Handling and its client(s) are co-insured and insurers waive recourse.
3. At Lan Handling’s first request, the Supplier will provide Lan Handling with a copy of the policy and/or proof that the premium due has been paid.
4. If a policy has not been taken out and/or proof of payment of the premium for one or more of the insurance policies referred to above has not been provided, Lan Handling will be entitled to take out this insurance(s) at the expense of the Supplier.