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Algemene voorwaarden voor Aannemingen in het Bouwbedrijf 1992 (AVA’92)

Engelse versie

General Conditions for Contracting in the Construction Industry 1992 (AVA 1992)

Registered with the District Court of The Hague on 1 December 1992

A. Contracting of work

Clause 1 Offer
Clause 2 Risk arrangement
Clause 3 Obligations of the principal
Clause 4 Liability of the principal
Clause 5 Obligations of the contractor
Clause 6 Liability of the contractor
Clause 7 Term of execution, postponement of completion and compensation for late
completion
Clause 8 Inspection and approval
Clause 9 Completion and maintenance term
Clause 10 Liability after completion
Clause 11 Suspension, termination of the work in uncompleted condition and notice
Clause 12 Building materials
Clause 13 Contract variations
Clause 14 Payment in installments
Clause 15 Final settlement
Clause 16 Suspension of payment
Clause 17 Default of the principal
Clause 18 Default of the contractor
Clause 19 Altered execution
Clause 20 Impossibility of execution
Clause 21 Disputes

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Clause 1: Offer

1. The offer shall be made in writing, subject to urgent circumstances.

2. The written offer must set out, inter alia:

a. the location of the work;


b. a description of the work;
c. the drawings, technical descriptions, designs and calculations according to which the
work shall be executed;
d. the time the work is to start;
e. the term within which the work shall be completed;
f. the price of the work described in the offer, not including the turnover tax. The
contractor shall separately set out the amount of the turnover tax owed in the offer;
g. whether the contract price shall be paid out in installments;
h. whether the work shall be subject to a risk arrangement, and if so which
arrangement;
i. whether estimated items have been taken into account, and if so, which ones;
j. whether amounts can be set off, and if so, which ones;
k. the applicability of these General Conditions to the offer and the ensuing
contracting agreement.

3. The term within which the work is to be completed shall be determined by either specifying a
specific day, or by specifying the number of workable working days.

4. The offer shall be dated and as of that date shall be valid for thirty days.

5. The offer must be accompanied by:

a. a copy of these General Conditions;


b. a copy of the risk arrangement declared to apply in the offer.

6. Drawings, technical descriptions, designs and calculations which have been made by the
contractor or on his instruction, shall remain the contractor’s property. They may not be
furnished or disclosed to third parties with the intention of obtaining a comparable offer. Nor may
they be copied or other- wise reproduced. If no assignment is granted, these documents must be
returned to the contractor within 14 days after he has requested such, free of charge.

7. If the offer is not accepted, the contractor is entitled to charge the costs connected with
making the offer to the person on whose request he made the offer, if he stipulated such before
making the offer.

Clause 2: Risk arrangement

Without prejudice to the applicability of a risk arrangement for the settlement of changes in
wages and prices, cost increases which arise within three months after making the contract and
which are the result of such changes in wages and prices shall remain at the expense of the
contractor with regard to the principal who when making the contract was not acting in the
course of a profession or business.

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Clause 3: Obligations of the principal

1. The principal shall ensure that the contractor shall have timely disposition of:

- the information and approval required for the set-up of the work (such as permits,
dispensations and decisions), if necessary in consultation with the contractor;
- the building, the land or the water in which or on which the work is to be executed;
- sufficient opportunity for supply, storage and/or removal of building materials and
equipment;
- connection facilities for electrical machines, lighting, heating, gas, pressurized air and
water

2. The necessary electricity, gas and water shall be at the principal’s expense.

3. The principal must ensure that work and/or supplies to be effected by others, which do not
fall under the work of the contractor, are carried out in such way and in such time, that the
execution of the work is not delayed.

Clause 4: Liability of the principal

1. The principal is responsible for the construction and working methods prescribed by him or on
his behalf, including the influence caused by the condition of the soil, and for the orders given by
him or on his behalf.

2. If building materials or equipment made available or prescribed by the principal should have
any defects, the principal is liable for the damage caused thereby.

3. The consequences of compliance with statutory regulations or government decrees which


come into effect after the day of the offer, shall be at the principal’s expense, unless it must
reasonably be assumed that the contractor could have foreseen those consequences on the day
of the offer.

4. The principal is liable for damage to the work as a result of work or supplies effected by him
or by third parties on the principal’s instruction.

5. If, after making the contract, it turns out that the construction site is contaminated or the
building materials coming from the work are contaminated, the principal shall be liable for the
consequences ensuing there from for the execution of the work.

Clause 5; Obligations of the contractor

1. The contractor is obliged to execute the work properly and soundly and in accordance with
the provisions of the contract. The contractor must execute the work in such a way that damage
to people, property or the environment is limited as much as possible. Furthermore, the
contractor is obliged to follow the orders and instructions given by or on behalf of the principal.

2. The execution of the work must be such that the completion of the work within the agreed
term is ensured.

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3. The work and the execution thereof are the responsibility of the contractor as of the time the
work commences up to and including the day when the work is deemed completed.

4. if the nature of the work gives rise to such, the contractor shall familiarize himself with the
location of cables and pipes before the start of the work.

5. The contractor is deemed to be familiar with the statutory regulations and government
decrees relevant to the execution of the work, as these apply on the day of the offer. The
consequences connected to compliance with these regulations and decrees are at his expense.

6. The contractor is obliged to inform the principal of inaccuracies in construction and working
methods prescribed by or on behalf of the principal and in orders and instructions given by or on
behalf of the principal, and of defects in building materials and equipment made available or
prescribed by the principal, insofar as the contractor was aware of these or should reasonably
have been aware of these.

7. The contractor indemnifies the principal against third-party claims for compensation of
damage, insofar as such has been caused by the execution of the work and is attributable to
negligence, carelessness or incorrect actions of the contractor his personnel, his sub-contractors
or his suppliers.

Clause 6: Liability of the contractor

1. Without prejudice to the liability of the parties under the contract or the law, the contractor is
liable for damage to the work, unless this damage is the result of extraordinary circumstances
which the contractor did not have to take any appropriate measures against in connection with
the nature of the work, and for which it would be unreasonable to hold him liable for the
damage.

2. The contractor is liable for damage to other works and properties of the principal insofar as
they have been caused by the execution of the work and is attributable to negligence,
carelessness or incorrect actions of the contractor, his personnel, his sub-contractors or his
suppliers.

Clause 7: Term of execution, postponement of completion and compensation for late completion

1. If the term within which the work is to be completed is expressed in workable working days,
working day is understood to mean a calendar day, unless it fails on a customary, a local or
public holiday or a day of rest or holiday stipulated in a collective labor agreement or any other
free day which is not an individual day off. Working days or half working days, are deemed
unworkable when the workers or machines cannot work on those days for at least five or two
hours respectively due to circumstances which are not at the contractor’s expense.

2. if the completion of the work would have to be effected on a day which is not a working day
as described in the first paragraph, the next working day shall be deemed the agreed day of
delivery.

3. The contractor is entitled to extend the term within which the work is to be completed if due
to force majeure, due to circumstances which are for the principal’s account, or due to an

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amendment in the contract or in the conditions of execution, it cannot be demanded of the
contractor that the work be completed within the agreed term.

4. In the event of exceeding the term within which the work is to be completed, the contractor
shall owe the principal per working day as described in the first paragraph a fixed compensation
of NLG 50 unless another amount is agreed. The fixed compensation can be set off against the
amount the principal owes the contractor. When determining the exceeding of the term of
completion, in deviation from the provisions of Clause 9, Paragraph 1 the day of completion shall
be the day when the contractor invites the principal to inspect the work in accordance with
Clause 8, Paragraph 1, provided the work is or is deemed to be approved in accordance with the
provisions of that clause.

5. If the start or the progress of the work is delayed by factors for which the principal is
responsible, the principal must compensate the damage and costs ensuing there from for the
contractor.

Clause 8: Inspection and approval

Within a reasonable term before the day on which the work, in the opinion of the contractor; will
be completed, the contractor shall invite the principal in writing to inspect the work. The
inspection shall be effected as soon as possible but at latest within eight days after the above-
intended day. The inspection shall be carried Out by the principal in the presence of the
contractor and is intended to note whether the contractor has performed its obligations under the
contract.

2. After the work has been inspected, the principal shall inform the contractor in writing within
eight days whether the work has been approved or not. If it has been approved the principal shall
specify any minor defects as referred to in Paragraph 6, if it has not been approved the principal
shall specify the defects which are the reason for withholding the approval. If the work is
approved, the day of approval shall be deemed the day on which the relevant notice was sent to
the contractor.

3. if the contractor is not sent a written notice stating whether the work has been approved or
not within eight days of the inspection, the work shall be deemed to have been approved on the
eighth day after the inspection.

4. if the inspection is not executed within eight days after the day referred to in the first
paragraph, the contractor can present a new request to the principal by registered letter; with the
request to inspect the work within eight days. if the principal does not comply with this request,
the work shall be deemed to have been approved on the eighth day after the day referred to in
the first paragraph. if the principal does comply with this request, the second and third
paragraphs shall apply mutatis mutandis.

5. The work shall be deemed to have been approved if and insofar as it is taken into use. The
day the work or a part thereof is taken into use shall be deemed the day of approval of the work
or of the relevant part.

6. Minor defects which can be easily rectified in the maintenance period, shall not be a reason to
withhold approval, provided they do not stand in the way of the work being taken into use.

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7. With regard to a new inspection after withholding of approval, the above mentioned provisions
apply mutatis mutandis.

Clause 9: Completion and maintenance term

1. The work shall be deemed completed if it is approved or is deemed to have been approved in
accordance with Clause 8. The day on which the work is approved or is deemed to be approved
shall be deemed the day on which the work is deemed completed.

2. The contractor is obliged to rectify the minor defects referred to in Clause 8, Paragraph 6 as
quickly as possible. The maintenance term is 30 days and starts immediately after the day on
which the work is deemed completed in accordance with the first paragraph. The contractor is
obliged to rectify defects which occur in the maintenance term as soon as possible, with the
exception, however; of those for which the principal is responsible pursuant to Clause 4,
Paragraph 1, or for which he is liable pursuant to Clause 4, Paragraph 2.

Clause 10: Liability after completion

1. After the expiry of the maintenance term the contractor shall no longer be liable for
shortcomings in the work, except if the work or any part thereof contains a defect due to the
fault of the contractor; his supplier his supplier or his personnel which the principal could not
reasonably have discovered earlier and the contractor has been informed of said defect within a
reasonable term after the discovery thereof.

2. The legal claim under the heading of the defect referred to in the preceding paragraph shall
not be admissible, if It is brought after the passing of five years after the expiry of the
maintenance term.However, in the event the defect referred to in the first paragraph is to be
deemed a serious defect, the legal claim shall not be admissible if it is brought after the passing
of ten years after the expiry of the maintenance term. A defect shall only be deemed a serious
defect if it endangers the solidity of the building or of an essential part thereof.

Clause 11: Suspension, termination of the work in uncompleted condition and notice

1. The principal is entitled to suspend the execution of the work in whole or in part. Provisions
which the contractor must make as a result of the suspension shall be charged as additional
work. The contract must be compensated for damage which he suffers as a result of the
suspension.

2. if during the suspension there is damage to the work, this shall not be at the contractor’s
expense, provided he has informed the principal in advance as to the consequences connected
with the suspension.

3. if the suspension Iasts longer than 14 days the contractor can, moreover, demand that he be
paid a pro rata payment for the part of the work already executed. Account shall be taken in this
respect of the building materials delivered to the work which have not yet been used but for
which the contractor has already paid.

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4. if the suspension of the work lasts longer than one month, the contractor is entitled to
terminate the work in uncompleted condition. In such case settlement is to be made in
accordance with the following paragraph.

5. The principal at all times has the right to terminate the contract in whole or in part. In such
case the contractor is entitled to the contract price, increased by the costs which he made as a
result of non-completion and decreased by the costs he saved due to the termination. The
contractor shall send the principal an itemized final settlement of the amounts the principal owes
pursuant to the termination.

Clause 12: Construction materials

1. All building materials to be used must be of good quality, suitable for their use and must meet
the requirements which have been set.

2. The contractor shall give the principal the opportunity to inspect the building materials. The
inspection must take place when the goods arrive at the work site (the inspection may be of
agreed samples) or at the first opportunity thereafter, provided in the latter case the progress of
the work is not endangered. The contractor is entitled to be present or represented at the
inspection.

3. The principal is entitled to instruct third parties to inspect the building materials. The related
costs shall be at the principal’s expense, except in the event of rejection, in which case the costs
shall be at the contractor’s expense.Building materials made available by the principal are
deemed to have been approved.

4. In the event of rejection of building materials both the principal and the contractor can demand
that an authenticated, sealed sample, drawn by the parties jointly, be saved.

5. The principal must remove building materials coming from the work, which the principal has
stated he wishes to keep. The contractor shall remove all other building materials, without
prejudice to the principal’s liability pursuant to Clause 4, Paragraph 5.

6. The principal bears the risk of loss and/or damage for the building materials detivered as of the
time where they have been delivered to the work during the time that they remain under the
supervision of the principal outside of the normal working hours.

Clause 13: Contract variation

Settlements of contract variations shall take place:

a. in the event of changes in the contract or the conditions of execution;


b. in the event of deviations of the amounts of the estimated items;
c. in the event of deviations of amounts which can be set off;
d. in the cases referred to in Clause 11, Paragraph 1 and Clause 19.

2. if upon the final settlement of the work it turns out that the total amount of the decreased
work exceeds the total amount of the additional work, the contractor is entitled to an amount
equal to 10% of the difference of those totals.

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3. Changes in the contract or the conditions of execution shall be agreed in writing. The lack of a
written assignment shall not affect the claims of the contractor and the principal to settlement of
contract variations. if there is no written assignment, the burden of proving the change lies with
the person making the claim.

4. Estimated items are amounts set out in the contract which are included in the contract price
and which are intended for either - the purchase of building materials, or - the purchase of
building materials and the use thereof or - the execution of work which has not been sufficiently
determined on the day of the contract and which the principal is to establish in further detail.
With regard to every estimated item, the contract shall set out what it relates to.

5. When charging costs to estimated items, the prices charged to or costs incurred by the
contractor shall be used, increased by a contractor fee of 10%.

6. if an estimated item only relates to the purchase of building materials, the costs of using these
materials are included in the contract price and they shall not be charged separately. However
these costs shall be charged to the estimated item against which the purchase of those building
materials will be settled insofar as following the way in which the estimated item is realized, they
are higher than those with which the contractor should reasonably have taken account.

7. if an estimated item relates to the purchase of building materials and the use thereof, the osts
of use are not included in the contract price and they shall be charged separately to the
estimated item.

8. if amounts to be set off have been included in the contract, and these quantities turn Out to
be too high or too low to realize the work, there shall be settlement of the contract variations
ensuing from said deviation.

Clause 14: Payment in installments

1. if payment in installments is agreed, the contractor shall send the relevant installment invoice
to the principal upon or after the occurrence of a payment date. The turnover tax which the
principal owes the contractor shall be set out separately.

2. The contractor is entitled to increase the amount of an installment on the invoice by a credit
limit supplement of 2% maximum. The supplement shall be owed if payment is made after the
due date set out in the third paragraph.

3. Payment of an installment is to be made at latest 14 days after the day on which the
contractor sent the installment invoice to the principal, without prejudice to the provisions of
Clause 16.

Clause 15: Final settlement

1. The contractor must present the final settlement within a reasonable term after completion.

2. The final settlement shall provide a full overview of all amounts the parties owe and owed
each other under the contract. The final settlement shall inciude:

- the contract price

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- a specified statement of the contract variations
- a specified statement of all other claims that the parties have and had on each
other under the contract.

3. The amount of the final settlement is formed by deducting the amounts already paid from the
balance ensuing from the overview referred to in the preceding paragraph. The calculation of the
turnover tax which the principal is to pay the contractor shall be made separately.

4. The contractor has the right to increase the amount of the final settlement on the invoice by a
credit limit supplement of 2% maximum. The supplement shall be owed if and insofar as the
payment takes place after the due date indicated in the fifth paragraph.

5. Payment of the amount of the final settlement owed to the contractor shall be made at latest
30 days after the day on which the contractor has prescented the final settlement, without
prejudice to the provisions of Clause 16.

Clause 16: Suspension of payment

If the executed work does not satisfy the conditions agreed, the principal has the right to
suspend the payment in whole or in part. The amount involved in the suspension must be
reasonably proportionate to the shortcoming.

Clause 17: Default of the principal

1. if the principal defaults on the payment of the amounts he owes under the contract to the
contractor he shall owe the statutory interest over these amounts as of the due date. if after 14
days after the due date payment has still not been effected, the interest percentage referred to in
the preceding sentence shall be increased by 2.

2. if the principal does not pay in time, the contractor is entitled to collect the amount owing,
provided he has given the principal a written demand to make payment within 7 days and such
payment has not been made. If the contractor has started a collection procedure, the related
extrajudicial costs shall be at the principal’s expense. The contractor is entitled to fix these costs
at 10% of the principal amount owing.

3. if the principal does not pay an installment in time, the contractor is entitled to suspend the
work until the time when the installment owing has been paid, provided he has given the
principal a written demand to effect payment within 7 days and such payment was not made.
The provisions of the preceding sentence do not affect the contractor’s right to compensation f
damage, costs and interest.

4. if damage is caused to the work during work suspension pursuant to the preceding paragraph,
such damage shall not be at the contractor’s expense, provided he has informed the principal in
advance in writing of the consequence connected with the suspension.

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Clause 18: Default of the contractor

1. if the contractor does not perform his obligations with regard to the start or the continuation
of the work and the principal wishes to summon him to do so, the principal shall send him a
written demand to start or continue with the execution of the work as soon as possible.

2. The principal has the right to instruct a third party to execute or continue the work, if the
contractor continues to default 7 days after receipt of the demand referred to in the preceding
paragraph. In such case the principal is entitled to compensation of the damage and costs
ensuing from the contractor’s default.

3. The principal shall ensure that the costs ensuing for the contractor from the application of the
preceding paragraph remain within reasonable limits.

Clause 19: Altered execution

If during the execution of the work it turns out that the work or part thereof can only be
executed with changes due to unforeseen circumstances, the party which first becomes familiar
with this circumstance shall consult with the other party. The contractor shall inform the
principal of the related financial consequences. An agreed changed execution shall be settled as
contract variation.

Clause 20: Impossibility of execution

If the execution of the work is made impossible because the item on which or in respect of
which work was to be executed is destroyed or lost without this being attributable to the
contractor the contractor is entitled to a proportional part of the agreed price on the basis of the
work carried out and costs made. In the event of intent or gross negligence of the principal, the
contractor is entitled to an amount calculated in accordance with Clause 11, Paragraph 5.

Clause 21: Disputes

1. With regard to the adjudication of the disputes referred to in this clause, the parties waive
their right to bring them before the ordinary court, except in the case of taking prejudgment
measures and the provisions to maintain such measures and subject to the right described in the
third paragraph.

2. All disputes - including those which only one of the parties deems to be a dispute - which
might arise between the principal and the contractor in connection with this contract or the
contracts ensuing there from, shall be adjudicated by arbitration in accordance with the rules
described in the articles of association of the Construction Industry Arbitration Board of the
Netherlands, as these read three months before the contract was made.

3. In deviation from the second paragraph, disputes which fail under the jurisdiction of the Sub-
district Court can be brought before the competent Sub-district Court, at the election of any
party.

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General Conditions for Contracting in the Construction Industry 1992 (AVA 1992)

Registered with the District Court of The Hague on 1 December 1992

B. Contract for Construction Work on cost-plus basis

Clause 1 Offer
Clause 2 Risk arrangement
Clause 3 Obligations of the principal
Clause 4 Liability of the principal
Clause 5 Obligations of the contractor
Clause 6 Liability of the contractor
Clause 7 Inspection and approval
Clause 8 Completion and maintenance term
Clause 9 Liability after completion
Clause 10 Suspension, termination of the work in uncompleted condition and notice
Clause 11 Building materials
Clause 12 Weekly reports
Clause 13 Payment in installments
Clause 14 Final settlement
Clause 15 Suspension of payment
Clause 16 Default of the principal
Clause 17 Default of the contractor
Clause 18 Altered execution
Clause 19 Impossibility of execution
Clause 20 Disputes

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Clause 1: Offer

1. The offer shall be made in writing, subject to urgent circumstances.

2. The written offer must set out, inter alia:

a. the location of the work;


b. a description of the work;
c. the drawings, technical descriptions, designs and calculations according to which the
work shall be executed;
d. the time the work is to start;
e. the prices that will be used to determine the amounts owed to the contractor. The
contractor shall separately set Out the amount of the turnover tax owed in the offer;
g. whether the contract price shall be paid Out in installments;
h. whether the work shall be subject to a risk arrangement, and if so which
arrangement;
k. the applicability of these General Conditions to the offer and the ensuing
contracting agreement.

3. The prices meant in the second sentence of 2.e can be specified as follows:

a. cost price consisting of:

- direct labor costs


- direct consultancy and design costs
- direct building materials costs
- costs of resources
- transport costs (including costs of supply and removal)
- cost price of subcontractors
- cost price of suppliers

b. mark-ups:

- over the value of the building materials put at the contractor’s disposal;
- for construction site costs, general costs and profit, expressed in a specific
percentage of the cost price.

4. The offer shall be dated and as of that date shall be valid for thirty days.

5. The offer must be accompanied by:

a. a copy of these General Conditions;


b. a copy of the risk arrangement declared to apply in the offer.

6. Drawings, technical descriptions, designs and calculations which have been made by the
contractor or on his instruction, shall remain the contractor’s property. They may not be
furnished or disclosed to third parties with the intention of obtaining a comparable offer. Nor may
they be copied or otherwise reproduced. if no assignment is granted, these documents must be
returned to the contractor within 14 days after he has requested such, free in charge.

7. if the offer is not accepted, the contractor is entitled to charge the costs connected with
making the offer to the person on whose request he made the offer, if he stipulated such before
making the offer.

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Clause 2: Risk arrangement

1. if It has been agreed that a risk arrangement will apply to the work, settle ment of changes in
wages will be carried Out 0fl the basis of all fees allocated to the labor factor for the execution
of work, instead of on the basis of the wage component included in the risk arrangement.

2. Without prejudice to the applicability of a risk arrangement for the settlement of changes in
wages and prices, cost increases which arise within three months after making the contract and
which are the result of such changes in wages and prices shall remain at the expense of the
contractor with regard to the principal who when making the contract was not acting in the
course of a profession or business.

Clause 3: Obligations of the principal

1. The principal shall ensure that the contractor shall have timely disposition of:

- the information and approval required for the set-up of the work (such as permits,
dispensations and decisions), if necessary in consultation with the contractor;
- the building, the land or the water in which or on which the work is to be executed;
- sufficient opportunity for supply, storage and/or removal of building materials and
equipment;
- connection facilities for electrical machines, lighting, heating, gas, pressurized air
and water.

2. The necessary electricity, gas and water shall be at the principal’s expense.

3. The principal must ensure that work and/or supplies to be effected by others, which do not
fail under the work of the contractor are carried out in such way and in such time, that the
execution of the work is not delayed.

Clause 4: Liability of the principal

1. The principal is responsible for the construction and working methods prescribed by him or on
his behalf, including the influence caused by the condition of the soli, and for the orders given by
him or on his behalf.

2. if building materials or equipment made available or prescribed by the principal should have
any defects, the principal is liable for the damage caused thereby.

3. The consequences of compliance with statutory regulations or government decrees which


come into effect after the day of the offer shall be at the principal’s expense, unless It must
reasonably be assumed that the contractor could have foreseen those consequences on the day
of the offer.

4. The principal is liable for damage to the work as a result of work or supplies effected by him
or by third parties on the principal’s instruction.

5. if the start or the progress of the work is delayed by factors for which the principal is
responsible, the principal must compensate the damage and costs ensuing there from for the
contractor.

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6. if, after making the contract, It turns out that the construction site is contaminated or the
building materials coming from the work are contaminated, the principal shall be liable for the
consequences ensuing there from for the execution of the work.

Clause 5: Obligations of the contractor

1. The contractor is obliged to execute the work properly and soundly and in accordance with
the provisions of the contract. The contractor must execute the work in such a way that damage
to people, property or the environment is limited as much as possible. Furthermore, the
contractor is obliged to follow the orders and instructions given by or on behalf of the principal.

2. After commencing work, the contractor is obliged to continue work on a regular basis. if the
execution of the work is delayed or hindered due to force majeure, or due to weather conditions
which make It impossible to work or due to circumstances which are for the principal’s account,
the principle cannot use such as an argument that the contractor is not fulfilling its obligation to
continue work.

3. The work and the execution thereof are the responsibility of the contractor as of the time the
work commences up to and including the day when the work is deemed completed.

4. if the nature of the work gives rise to such, the contractor shall familiarize himself with the
location of cables and pipes before the start of the work.

5. The contractor is deemed to be familiar with the statutory regulations and government
decrees relevant to the execution of the work, as these apply on the day of the offer. The
consequences connected to compliance with these regulations and decrees are at his expense.

6. The contractor is obliged to inform the principal of inaccuracies in construction and working
methods prescribed by or on behalf of the principal and in orders and instructions given by or on
behalf of the principal, and of defects in building materials and equipment made available or
prescribed by the principal, insofar as the contractor was aware of these or should reasonably
have been aware of these.

7. The contractor indemnifies the principal against third-party claims for compensation of
damage, insofar as such has been caused by the execution of the work and is attributable to
negligence, carelessness or incorrect actions of the contractor, his personnel, his sub-contractors
or his suppliers.

Clause 6: Liability of the contractor

Without prejudice to the liability of the parties under the contract or the law, the contractor is
liable for damage to the work, unless this damage is the result of extraordinary circumstances
which the contractor did not have to take any appropriate measures against in connection with
the nature of the work, and for which it would be unreasonable to hold him liable for the
damage.

2. The contractor is liable for damage to other works and properties of the principal insofar as
such damage has been caused by the execution of the work and is attributable to negligence,

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carelessness or incorrect actions of the contractor, his personnel, his sub-contractors or his
suppliers.

Clause 7: Inspection and approval

1. Within a reasonable term before the day on which the work, in the opinion of the contractor
will be completed, the contractor shall invite the principal in writing to inspect the work. The
inspection shall be effected as soon as possible but at latest within eight days after the above-
intended day. The inspection shall be carried out by the principal in the presence of the
contractor and is intended to note whether the contractor has performed its obligations under the
contract.

2. After the work has been inspected, the principal shah inform the contractor in writing within
eight days whether the work has been approved or not. if it has been approved the principal shall
specify any minor defects as referred to in Paragraph 6, if it has not been approved the principal
shall specify the defects which are the reason for withholding the approval. if the work is
approved, the day of approval shall be deemed the day on which the relevant notice was sent to
the contractor.

3. if the contractor is not sent a written notice stating whether the work has been approved or
not within eight days of the inspection, the work shall be deemed to have been approved on the
eighth day after the inspection.

4. if the inspection is not executed within eight days after the day referred to in the first
paragraph, the contractor can present a new request to the principal by registered letter with the
request to inspect the work within eight days. if the principal does not comply with this request,
the work shall be deemed to have been approved on the eighth day after the day referred to in
the first paragraph. if the principal does comply with this request, the second and third
paragraphs shall apply mutatis mutandis.

5. The work shall be deemed to have been approved if and insofar as it is taken into use. The
day the work or a part thereof is taken into use shall be deemed the day of approval of the work
or of the relevant part.

6. Minor defects which can be easily rectified in the maintenance period shall not be a reason to
withhold approval, provided they do not stand in the way of the work being taken into use.

7. With regard to a new inspection after withholding of approval, the abovementioned provisions
apply mutatis mutandis.

Clause 8: Completion and maintenance term

1. The work shall be deemed completed if it is approved or is deemed to have been approved in
accordance with Clause 7. The day on which the work is approved or is deemed to be approved
shall be deemed the day on which the work is deemed completed.

2. The contractor is obliged to rectify the minor defects referred to in Clause 7, Paragraph 6 as
quickly as possible. The maintenance term is 30 days and starts immediately after the day on
which the work is deemed completed in accordance with the first paragraph. The contractor is

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obliged to rectify defects which occur in the maintenance term as soon as possible, with the
exception, however, of those for which the principal is responsible pursuant to Clause 4,
Paragraph 1, or for which he is liable pursuant to Clause 4, Paragraph 2.

3. Insofar as work is to be executed on the grounds of the Paragraph 2, this will be for the
principal’s account, unless the work concerns repair of execution errors.

Clause 9: Liability after completion

1. After the expiry of the maintenance term the contractor shall no longer be liable for
shortcomings in the work, except if the work or any part thereof contains a defect due to the
fault of the contractor his supplier, his supplier or his personnel which the principal could not
reasonably have discovered earlier and the contractor has been informed of said defect whether,
a reasonable term after the discovery thereof.

2. The legal claim under the heading of the defect referred to in the preceding paragraph shall
not be admissible, if it is brought after the passing of five years after the expiry of the
maintenance term. However, in the event the defect referred to in the first paragraph is to be
deemed a serious defect, the legal claim shall not be admissible if it is brought after the passing
of ten years after the expiry of the maintenance term. A defect shall only be deemed a serious
defect if It endangers the solidity of the building or of an essential part thereof.

Clause 10: Suspension, termination of the work in uncompleted condition and notice

1. The principal is entitled to suspend the execution of the work in whole or in part. Provisions
which the contractor must make as a result of the suspension shall be compensated, inasmuch
as possible in accordance with the agreed prices as referred to in the third paragraph. The
contract must be compensated for damage which he suffers as a result of the suspension.

2. if during the suspension there is damage to the work, this shall not be at the contractor’s
expense, provided he has informed the principal in advance of the consequences connected with
the suspension.

3. if the suspension lasts longer than 14 days the contractor can, moreover, demand that he be
paid for the part of the work already executed Account shall be taken in this respect of the
building materials delivered to the work which have not yet been used but for which the
contractor has already paid.

4. if the suspension of the work Iasts longer than one month, the contractor is entitled to
terminate the work in uncompleted condition. In such case settlement shall be made in
accordance with the following paragraph.

5. The principal at all times has the right to terminate the contract in whole or in part. In such
case the contractor is entitled to what he is owed under the agreement plus compensation for
damage as a result of non-completion. The contractor shall send the principal an itemized final
settlement of the amounts the principal owes pursuant to the termination.

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Clause 11: Building materials

1. All building materials to be used must be of good quality, suitable for their use and must meet
the requirements which have been set.

2. The contractor shall give the principal the opportunity to inspect the building materials. The
inspection must take place when the goods arrive at the work site (the inspection may be of
agreed samples) or at the first opportunity thereafter, provided in the latter case the progress of
the work is not endangered. The contractor is entitled to be present or represented at the
inspection.

3. The principal is entitled to instruct third parties to inspect the building materials. The related
costs shall be at the principal’s expense, except in the event of rejection, in which case the costs
shall be at the contractor’s expense. Building materials made available by the principal are
deemed to have been approved.

4. In the event of rejection of building materials both the principal and the contractor can demand
that an authenticated, sealed sample, drawn by the parties jointly, be saved.

5. The principal must remove building materials coming from the work, which the principal has
stated he wishes to keep. The contractor shall remove all other building materials, without
prejudice to the principal’s liability pursuant to Clause 4, Paragraph 6.

6. The principal bears the risk of loss and/or damage for the building materials delivered as of the
time when they have been delivered to the work during the time that they remain under the
supervision of the principal outside of the normal working hours.

Clause 12: Weekly reports

1. The contractor shall make weekly reports and submit these to the principal.

These reports shall contain notes on:

a. progress and the state of the work;


b. changes in the assignment;
c. the processed hours
d. weather making work impossible;
e. the supply and removal of building materials;
f. the supply and removal of resources;
g. inspection, approval and completion of the work as well as taking the work or
part thereof into use.

2. if the principal does not provide written evidence refuting the weekly report within a week of
receiving it, he shall be deemed to have approved it.

Clause 13: Payment in installments

1. if payment in installments is agreed, the contractor shall send the relevant installment invoice
to the principal upon or after the occurrence of a payment date. The turnover tax which the
principal owes the contractor shall be set out separately.

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2. The installment invoice will be made on the basis of the weekly reports submitted.

3. The contractor is entitled to increase the amount of an installment on the invoice by a credit
limit supplement of 2% maximum. The supplement shall be owed if payment is made after the
due date set out in the third paragraph.

4. Payment of an installment is to be made at latest 14 days after the day on which the
contractor sent the installment invoice to the principal, without prejudice to the provisions of
Clause 15.

Clause 14: Final settlement

1. The contractor must present the final settlement within a reasonable term after completion.

2. The final settlement shall provide a full overview of all amounts the parties owe and owed
each other under the contract. The final settlement shall include:

- the total amount of all installment invoices pertaining to the work;


- a specified statement of all other claims that the parties have and had on each
other under the contract.

3. The amount of the final settlement is formed by deducting the amounts already paid from the
balance ensuing from the statement referred to in the preceding paragraph. The calculation of the
turnover tax which the principal is to pay the contractor shall be made separately.

4. The contractor has the right to increase the amount of the final settlement on the invoice by a
credit limit supplement of 2 % maximum. The supplement shall be owed if and insofar as the
payment takes place after the due date indicated in the fifth paragraph.

5. Payment of the amount of the final settlement owed to the contractor shall be made at latest
30 days after the day on which the contractor has presented the final settlement, without
prejudice to the provisions of Clause 15.

Clause 15: Suspension of payment

if the executed work does not satisfy the conditions agreed, the principal has the

right to suspend the payment in whole or in part. The amount involved in the suspension must be
reasonably proportionate to the shortcoming.

Clause 16: Default of the principal

1. if the principal defaults on the payment of the amounts he owes under the contract to the
contractor he shall owe the statutory interest over these amounts as of the due date. if after 14
days after the due date payment has still not been effected, the interest percentage referred to in
the preceding sentence shall be increased by 2.

2. if the principal does not pay in time, the contractor is entitled to collect the amount owing,
provided he has given the principal a written demand to make payment within 7 days and such

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payment has not been made. If the contractor has started a collection procedure, the related
extrajudicial costs shall be at the principal’s expense. The contractor is entitled to fix these costs
at 10% of the principal amount owing.

3. if the principal does not pay an installment in time, the contractor is entitled to suspend the
work until the time when the installment owing has been paid, provided he has given the
principal a written demand to effect payment within 7 days and such payment was not made.
The provisions of the preceding sentence do not affect the contractor’s right to compensation of
damage, costs and interest.

4. if damage is caused to the work during work suspension pursuant to the preceding paragraph,
such damage shall not be at the contractor’s expense, provided he has informed the principal in
advance in writing of the consequence connected with the suspension.

Clause 17: Default of the contractor

1. if the contractor does not perform his obligations with regard to the start or the continuation
of the work and the principal wishes to summon him to do so, the principal shall send him a
written demand to start or continue with the execution of the work as soon as possible.

2. The principal has the right to instruct a third party to execute or continue the work, if the
contractor continues to default 7 days after receipt of the demand referred to in the preceding
paragraph. In such case the principal is entitled to compensation of the damage and costs
ensuing from the contractor’s default.

3. The principal shall ensure that the costs ensuing for the contractor from the application of the
preceding paragraph remain within reasonable limits.

Clause 18: Altered execution

If during the execution of the work It turns out that — due to unforeseen circumstances the
work or part thereof can only be executed with changes, the party which first becomes familiar
with this circumstance shall consult with the other party. The contractor shall inform the
principal of the related financial consequences.

Clause 19: Impossibility of execution

If the execution of the work is made impossible because the item on which or in respect of
which work was to be executed is destroyed or lost without this being attributable to the
contractor, the contractor is entitled to a proportional part of the agreed price on the basis of the
work carried out and costs made. In the event of intent or gross negligence of the principal, the
contractor is entitled to an amount calculated in accordance with Clause 10, Paragraph 5.

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Clause 20: Disputes

1. With regard to the adjudication of the disputes referred to in this clause, the parties waive
their right to bring them before the ordinary court, except in the case of taking prejudgment
measures and the provisions to maintain such measures and subject to the right described in the
third paragraph.

2. All disputes - including those which only one of the parties deems to be a dispute - which
might arise between the principal and the contractor in connection with this contract or the
contracts ensuing there from, shall be adjudicated by arbitration in accordance with the rules
described in the articles of association of the Construction Industry Arbitration Board of the
Netherlands, as these read three months before the contract was made.

3. In deviation from the second paragraph, disputes which fall under the jurisdiction of the Sub-
district Court can be brought before the competent Sub-district Court, at the election of any
party.

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