General Purchasing Conditions

1. Definitions

In these general purchasing conditions the following definitions apply:

1.1 Brickyard: Brickyard B.V. established in Amsterdam and with offices at the H.J.E. Wenckebachweg 80, 1114 AD Amsterdam-Duivendrecht (Chamber of Commerce number: 17138064).

1.2 Purchase Conditions: these general purchasing conditions of Brickyard;

1.3 Supplier: any natural or legal person with whom Brickyard has entered into an Agreement or who has provided Brickyard with a quotation for this purpose;

1.4 Agreement: the agreement between Brickyard and Supplier and any amendment and addition thereto, relating to the purchase of goods and/or services to Brickyard by Supplier. 1.5 Personal data: personal data as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. 1.6 Performance: the performance to be delivered by the Supplier to Brickyard on the basis of the Agreement.

2. Applicability of the Purchasing Conditions

2.1 The Purchasing Conditions apply to every Agreement.

2.2 In the event of any discrepancies between these terms and conditions in the Dutch language and translations thereof, the Dutch version is binding.

3. Conclusion of an Agreement

3.1 Agreements are only concluded after an offer to that effect from the Supplier has been expressly accepted in writing by Brickyard, or after Brickyard has accepted the relevant offer by expressly executing the Agreement, both in the form of a Purchase Order.

3.2 All actions and investments carried out by the Supplier in connection with and for the conclusion of an Agreement are entirely at the Supplier's own expense and risk.

4. Changes to an Agreement

4.1 Brickyard and Supplier can only change the Agreement in writing.

4.2 The (additional) costs without a written change offered by the Supplier and accepted by Brickyard will not be accepted by Brickyard.

4.3 Non-acceptance of (additional) costs by Brickyard will never lead to a delay in the agreed delivery time.

5. Prices

5.1 Unless otherwise agreed in writing, all agreed or quoted prices are fixed and cannot be changed unilaterally by the Supplier. All prices are exclusive of VAT, but (in accordance with Article 7.1) including all direct and indirect costs, other levies and taxes. Settlement of any exchange rate differences is excluded.

5.2 Price changes (including periodic indexations) must be agreed in writing in advance between Brickyard and the Supplier.

6. Early termination of an Agreement

Brickyard has the right to terminate the Agreement prematurely by giving written notice, taking into account a reasonable notice period, without prejudice to Brickyard's right to terminate it. Where appropriate, the Supplier will be entitled to payment of the agreed price for the services up to the part for which they were performed in accordance with the Agreement, as well as the costs reasonably incurred by the Supplier prior to termination, which cannot reasonably be undone. can be made. The Supplier must make these costs transparent and, at the request of Brickyard, grant access to its administration to an accountant appointed by the parties at a joint expense.

7. Terms of Delivery

7.1 The delivery of goods takes place DDP Amsterdam (Delivery Duty Paid) in accordance with Incoterms 2010 and according to Brickyard's instructions.

7.2 All documents regarding the Performance must be submitted no later than the time of delivery or completion
to be handed over to Brickyard or, where possible, to be sent to Brickyard in advance.

7.3 In the event of delivery of goods, also in the context of maintenance, replacement of parts or otherwise, ownership of the goods delivered or to be delivered is transferred to Brickyard at the time when the goods to be delivered are identified or separated as intended by the Supplier. for Brickyard.

7.4 In the case of deliveries made in execution of a contract for work, the delivered goods are at Brickyard's risk at the time of delivery of the work. Delivery takes place when Brickyard, after the Supplier has indicated that the item or work is ready, inspects the item or work and accepts it with or without reservations.

7.5 Risk transfer of the delivered goods takes place at the time when the delivered goods are received and accepted by Brickyard, except in the case of contracting work, in which case risk transfer takes place upon delivery.

8. Receipt

8.1 Brickyard is not obliged to inspect or have inspected the delivered goods or software made available after receipt, without prejudice to what has been determined by the Supplier in an order confirmation or similar document.

8.2 Receipt of the Performance does not imply acceptance of the Performance. Brickyard is not obliged to accept any deviation from the agreed specifications or, if further specifications have not been agreed, from the properties that Brickyard could reasonably expect. Brickyard's determination of the properties of the delivered goods serves as exclusive evidence between the parties, unless evidence to the contrary is provided.

8.3 The Supplier is obliged to notify Brickyard in writing of any change, of whatever nature and extent, in the composition or properties of the goods to be delivered in writing prior to delivery. Brickyard has the right to terminate the Agreement and cancel delivery or dissolve the Agreement, without being obliged to pay compensation for any damage.

9. Invoices and payment

All invoices must contain the following information:

the Brickyard purchasing number;
an overview of the work performed or a specification of what was delivered; • the date on which the work was carried out or the delivered goods were actually delivered, the number of hours worked and the rates applied or the date on which the delivered goods were actually delivered.

Invoices must be made out to the following billing address:

Taxameter Centrale B.V.
Attn: Accounts Payable
By post: H.J.E. Wenckebachweg 80, 1114 AD Amsterdam-Duivendrecht

9.2 Unless Brickyard complains about the quality or quantity of the delivered goods after the Performance has been performed, payment will be made within thirty (30) days after receipt of the invoice, provided that the invoice meets the requirements stated in 9.1, not by Brickyard within the payment term has been disputed or otherwise agreed in writing.

9.3 If the invoice does not comply with the provisions of Article 9.1, this may result in a delay in payment of the amount of the invoice, without this delay giving the Supplier the right to terminate the Agreement or providing a right to (additional) compensation .

9.4 If the Performance performed is not invoiced to Brickyard within 16 weeks after the work has been carried out or the delivery has taken place, the right to payment for it lapses. 9.5 Advance payments will only be made by Brickyard if this has been expressly agreed in writing. In that case, all payments made in advance will constitute a loan to the Supplier until the Performance has been completed.

10. Goods to be made available by Brickyard

All goods made available by Brickyard, including but not limited to documentation, items, software and other resources, which are made available to the Supplier by Brickyard in connection with the execution of the agreement, remain the (intellectual) property of Brickyard and must be used directly after delivery of the performance and/or after termination of the Agreement, or at the request of Brickyard, to be returned to Brickyard in the same condition as it was delivered.

11. Intellectual Property Rights

11.1 Intellectual property rights that already belonged to Brickyard or Supplier (or were licensed to one of them) before the date of this Agreement will remain the property of the original owner (or the licensee). In specific cases to be determined by Brickyard, Brickyard reserves the right to require an escrow agreement from the Supplier.

11.2 The Supplier may neither use the materials referred to in Article 11.1 nor allow them to be used, reproduced or made available to third parties for or in connection with any purpose other than the performance of the Performance.

11.3 If works are carried out on behalf of Brickyard to which intellectual and/or industrial property rights rest or may arise, these will now be transferred to Brickyard for that time, and Brickyard will now accept them for that time.

11.4 To the extent that a further deed would be required at any time for the transfer of the rights referred to in Article 11.3, the Supplier irrevocably authorizes Brickyard to draw up such a deed and to sign it on behalf of the Supplier, without prejudice to the obligation of Supplier to cooperate in the transfer of these rights at Brickyard's first request, without being able to impose conditions.

11.5 To the extent that, notwithstanding the foregoing, the parties have expressly agreed in writing that Brickyard obtains a license to use the aforementioned works, this license is perpetual, exclusive and transferable, whereby Brickyard will also have the right to grant sublicenses.

12. Dissolution

Brickyard may terminate the Agreement in whole or in part with immediate effect without judicial intervention or (further) notice of default and without prejudice to other legal rights, if:

a) the Supplier does not or does not fully comply with its obligations towards Brickyard arising from the Agreement and these Purchasing Conditions;
b) after receipt and/or payment it should become apparent that the Performance does not correspond to the specification or does not have the properties that Brickyard could reasonably expect;
c) Supplier has taken a decision to dissolve the legal entity or company;
d) a significant change in control over the Supplier occurs;
e) bankruptcy has been applied for or declared in respect of the Supplier or a suspension of payments has been applied for or granted, provisionally or otherwise;
f) Supplier merges, splits or transfers (part of) its business in any way; g) The Supplier is in a situation of force majeure as referred to in Article 6:75 of the Dutch Civil Code for more than ten consecutive days.

13. Guarantees for the delivery of goods

13.1 The Supplier guarantees that (i) the goods to be delivered or delivered by it comply with the Agreement and are suitable for the use that Brickyard intends for the goods to be delivered. The warranty period is at least 12 months, or otherwise agreed, after receipt of the item by Brickyard.

13.2 During the warranty period, after notification by Brickyard, the supplier will, at its own expense and risk, repair all errors and defects and/or replace (parts of) the delivered goods, at Brickyard's option.

13.3 The Supplier is obliged to repair and/or replace within ten working days after the notification referred to in 13.2.

14. Guarantees for the provision of services

14.1 When providing services, the Supplier will at least observe the care of a professional, skilled Supplier, so that the Agreement is executed in a high-quality manner.

14.2 The Supplier guarantees that all services will be carried out in accordance with the applicable legal (safety and environmental) regulations.

14.3 Outsourcing of the agreed work to third parties is only permitted after prior written approval from Brickyard. At Brickyard's request, the Supplier is obliged to provide Brickyard in writing with the name, address and residential or business location details of the said third party.

14.4 Even if outsourcing to third parties has been agreed, the Supplier remains responsible and liable for the execution of the Agreement by those third parties.

14.5 The Supplier is bound to Brickyard's working hours and schedules and must act in such a way when carrying out the work that there is no disruption to the work of Brickyard or third parties.

14.6 In the event of absence or evidence of insufficient suitability of a person for the Performance and also in the event of complaints from Brickyard about the performance of the Agreement by a person, the Supplier will ensure immediate and adequate replacement of the person concerned.

14.7 In the event of illness, the Supplier will ensure immediate and adequate replacement of the person concerned.

15. Guarantees for maintenance/contracting of work

15.1 The Supplier guarantees that all parts to be replaced in the context of the maintenance to be carried out by the Supplier (other than with regard to software, but also including repairs) are new and are provided with a manufacturer's warranty or the importer's warranty.

15.2 The Supplier guarantees the proper execution of the maintenance and/or execution of the work carried out by it and the materials used in its execution for a period of twelve months, starting from the date on which the equipment or installation in question is put back into use by Brickyard. has been taken, unless the manufacturer or supplier of said materials has granted a longer term guarantee, in which case the guarantee provided by the Supplier has at least this longer term.

15.3 The guarantees provided under Articles 15.1 and 15.2 include the correct performance of improper maintenance. If maintenance has been performed improperly, Brickyard will inform the Supplier in writing. If the maintenance to be carried out by the Supplier is no longer possible or useful in Brickyard's reasonable opinion, Brickyard is entitled to replacement and additional compensation.

15.4 If Brickyard has specifically agreed on maintenance ("specific maintenance"), the Supplier is only entitled to carry out this specific maintenance. In the event that Brickyard has given an order for (general) periodic maintenance ("periodic maintenance"), the Supplier will in any case carry out the maintenance that is carried out in accordance with the manufacturer of the relevant device, installation or software.

provided maintenance schedule, as well as the maintenance necessary to comply with legal requirements relating to the properties of the equipment, installation or, where applicable, the software.

15.5 In construction agreements, Brickyard is entitled to require additional or reduced work. There can only be more or less work if this has been agreed in writing. In the event of less work, the price for the Performance will be reduced pro rata.

15.6 If, in the opinion of the Supplier, there is additional work and this has consequences for the agreed price and/or delivery time, he is obliged to inform Brickyard of this as soon as possible before implementing the change. set. Work that could or should have been foreseen in advance by the Supplier or that is the result of a shortcoming on the part of the Supplier will not be charged. If, in the opinion of Brickyard, these consequences for the price and/or delivery time are unreasonable in relation to the nature and extent of the change, Brickyard has the right to demand the unchanged or a changed Performance that is acceptable to it or To terminate the agreement with immediate effect as referred to in Article 12.

16. Warranties for the delivery and/or use of software

16.1 If goods are delivered to Brickyard consisting of software or of which software is a component, the Supplier guarantees that the software is free of viruses, 'Trojan horses' and other malicious codes and has taken adequate measures to prevent the introduction of such viruses, 'Trojan horses'. ' and other malicious codes.

If the Supplier uses software developed by the Supplier or licensed from third parties when providing services for Brickyard, the Supplier guarantees that this software is free of viruses, 'Trojan horses' and other malicious codes and that it uses an adequate and up-to-date virus scanner and firewall. to prevent the introduction of viruses, 'Trojan horses' and  other malicious codes.

16.3 The Supplier guarantees that the supply of or use of the software supplied by it, or items of which software is a component, does not infringe the intellectual property rights of third parties and the Supplier will indemnify Brickyard, its directors and employees against and hold harmless claims from third parties with regard to the delivery and/or use of such software.

16.4 In the case of standard software, for which a user license is obtained by Brickyard, this is perpetual, non-exclusive and transferable. Brickyard is also entitled to grant (sub)licenses on the basis of its own (sub)license conditions. In the event of the delivery of customized software, the copyrights therein rest with Brickyard from the moment of creation, or, if this proves not legally possible, the Supplier is obliged to transfer the copyrights to Brickyard upon Brickyard's first request within a reasonable period.

16.5 Upon Brickyard's first notice, the supplier will repair defects in the software that occur in the period of twelve months after the software has been put into (operational) use by Brickyard, at its own expense.

16.6 If, in the opinion of Brickyard, errors or defects in delivered (parts of) goods or/or improperly performed services require immediate repair or replacement, and the Supplier cannot immediately carry out this repair or cannot immediately arrange for replacement, Brickyard is entitled to have the repair or replacement carried out by a third party at the expense of the Supplier.

16.7 The same applies in the event of non-compliance with the obligation to repair errors, defects or improperly performed services as referred to in Article 16.1 by the Supplier.

16.8 The Supplier is obliged to pay Brickyard the costs associated with the repair or replacement of the third party within 30 calendar days after sending a specified invoice by Brickyard, without the Supplier being entitled to settlement.

16.9 In specific cases to be determined by Brickyard, Brickyard reserves the right to demand an escrow agreement from the Supplier.

17. Liability

17.1 The party that fails to fulfill its obligations under the Agreement is obliged to compensate the other party for the damage suffered.

17.2 If the Supplier uses goods owned or made available by Brickyard (as referred to in Article 10) to provide services, the Supplier is liable for the damage caused to these goods.

17.3 If, as a result of the use of Brickyard goods at the Supplier in the performance of the Agreement, damage is caused to the Supplier or to third parties in any way whatsoever, this damage is entirely at the expense and risk of the Supplier.

17.4 The damage to be compensated by the Supplier on the basis of Articles 17.1, 17.2 or 17.3 is limited to an amount of three times the contract value of the agreement. The maximum liability is €1,500,000.00

17.5 The compensation for any damage by Brickyard under the agreement or on account of tort is limited to three times the actual compensation paid by Brickyard to the Supplier under the agreement in the 12 months prior to the circumstance underlying the damage. The maximum liability is € 1,500,000.00

17.6 The limitation of liability under Articles 17.4 and 17.5 shall lapse: a) in the event of compensation as a result of death or injury;

b) in the event of intent or gross negligence on the part of the Supplier or Brickyard or their employees, subordinates or third parties engaged by them, or;
c) in the event of violation of intellectual property rights as referred to in Article 11. 7 The Supplier will properly insure itself against the risk of realization of its potential liabilities under the Agreement concluded with Brickyard and will extend this insurance during the term of the aforementioned Agreement. At Brickyard's request, the Supplier will grant Brickyard access to the original insurance policy.

17.8 If the sum insured under the insurance referred to in Article 17.7 is higher than the maximum liability stated in Article 17.4, then the insured sum applies as the maximum liability.

17.9 The Supplier indemnifies Brickyard against all claims from third parties against Brickyard for compensation for direct and indirect damage on the basis of Article 17.1.

18. Transfer of rights and obligations

18.1 The Supplier will not transfer or encumber its rights, including (future) claims, against Brickyard and its obligations under the Agreement without Brickyard's prior written consent.

18.2 Any transfer or encumbrance that is made in violation of the provisions of the previous paragraph will have no effect under property law, as a result of which Brickyard will always remain the (full and unencumbered) entitled party even after the transfer or encumbrance.

19. Data Protection

19.1 The Supplier will treat Personal Data that it obtains in the context of the execution of the Agreement as confidential information, as referred to in Article 21 of these Purchase Conditions.

19.2 If Personal Data is processed by the Supplier, the Supplier is responsible for compliance with its obligations under the GDPR.

19.3 Conditions and obligations relating to the processing of Personal Data will be recorded in a processing agreement between Brickyard and the Supplier. 19.4 The Supplier will not transfer data to countries outside the European Economic Area, unless and insofar as it has express written permission from Brickyard.

19.5 Supplier will take all necessary technical and organizational measures to protect Personal Data against unauthorized or unlawful processing. In addition, the Supplier will take all necessary measures to protect Personal Data against loss, destruction or damage to Personal Data.

19.6 The Supplier indemnifies Brickyard against any legal claim from third parties, including employees of Brickyard, relating to or arising from the Supplier's breach of its obligations under this Article 19.

20. Integrity, ethical standards and human rights

20.1 Supplier will not, directly or indirectly, pay, offer to pay, promise to make a payment or authorize a payment, give or offer cash or anything else of value to any person or company for the purpose of illegally obtaining or obtaining a decision coerce, or obtain a business transaction or any other benefit in connection with an Agreement.

20.2 Supplier will comply with all applicable legal provisions, such as (but not limited to) the OECD Regulations on Combating Bribery of Public Officials, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

20.3 In connection with compliance with this integrity provision, Brickyard is entitled to carry out or have an audit carried out at any time during the term of the Agreement after a reasonably timely prior notification to the Supplier, which in any case is not less than one week before the planned audit.

20.4 Unless otherwise required or prohibited by law, the Supplier warrants that, to the best of its knowledge, in relation to the Performance:

(a) does not engage in, engage in or otherwise use child labor in circumstances where the tasks performed through such child labor could reasonably be expected to cause physical or emotional harm to the development of such child;

b) does not use any form of forced labor (captivity, servitude or otherwise) and that its employees are not required to provide any documents or deposits for safekeeping upon commencement of work;

c) does not discriminate against employees on any grounds (including race, religion, disability or sex); d) does not engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse, and does not implement harsh or abusive disciplinary practices in the workplace;

e) it pays each employee at least the minimum wage or a fair representation of the industry salary (whichever is higher) and provides each employee with all legally required compensation;

f) it complies with the laws regarding working hours and labor law in the countries in which it operates;

g) recognizes the right of its employees to join or form an independent trade union and the right to freedom of association;

h) refrain from conduct that is contrary to national and international competition law.

20.5 The Supplier agrees that it is responsible for managing its own supply chain and will encourage compliance with ethical standards and human rights among any other suppliers of goods and services used by the Supplier in fulfilling its obligations in accordance with with this Agreement.

21. Confidentiality

21.1 The Supplier will not provide information of which it has been made known to be confidential or of which it should reasonably have been aware of its confidentiality, including but expressly not limited to results of investigations carried out (reports, etc.), to third parties.

21.2 In the event of a violation of the confidentiality obligation as referred to in 21.1, the Supplier owes Brickyard compensation of €50,000.00 per violation.

21.3 The Supplier shall not implicitly or explicitly mention the order or assignment in publications (including press releases) or advertising and shall not use Brickyard's name as a reference without prior written permission from Brickyard.

22. Continuing Provisions

Provisions that by their nature are intended to continue after expiry of the Agreement will retain their effect afterwards. These provisions include in any case: Applicability of the Purchasing Conditions (Article 2), Intellectual property (Article 11), Guarantees (Articles 13, 14, 15 and 16), Confidentiality (Article 21), Applicable law and disputes (Article 23) and this provision with regard to continuing provisions.

23. Governing Law and Disputes

Dutch law applies to an Agreement, with the express exclusion of the Vienna Sales Convention. All disputes will be adjudicated by the Amsterdam District Court, unless Brickyard prefers to submit the dispute to the competent court in the Supplier's place of residence/place of business.