SEVOCOMM - General Purchase Terms for Staffing
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General Purchase Terms for Staffing

SEVOCOMM > General Purchase Terms for Staffing
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    Released by Legal Counsel on March 1st, 2019

    1. Definitions

    In these terms and conditions is meant by:

    SEVOCOMM: SEVOCOMM BVBA and its affiliated companies.

    Supplier: The party with which SEVOCOMM contracts within the framework of the hiring of personnel.

    Work: The total of agreed Work to be performed by the Hired Personnel.

    Agreement: The written agreement between the parties concerning the hiring of personnel.

    Subcontract: The agreement between SEVOCOMM on the one hand and the Supplier on the other hand, in which further Supplier on the other hand, in which further agreements regarding the Hired Personnel are laid down.

    Working Days: Each day with normal working hours between 06:00 hours and 18:00 hours as laid down in the Subcontract, with the exception of recognized holidays, unless otherwise provided in the Subcontract. Deviations as referred to in the CLA are possible.

    Hired Personnel: Personnel hired by SEVOCOMM from the Supplier under a Subcontract.

    General Terms and Conditions: These General Terms and Conditions of Hire of Personnel.

    Representative: The authorized person designated by SEVOCOMM.

     

    2. General

    2.1 Words in the singular shall also pertain to the plural and vice versa if the context in which they are used entails this.

    2.2 The headings of the articles in these General Terms and Conditions do not form part of the General Terms and Conditions and shall not be used in their interpretation.

    2.3 SEVOCOMM will never be bound by verbal and/or written agreements made

    2.3 SEVOCOMM will never be bound by agreements made verbally and/or in writing between the Supplier and one or more SEVOCOMM personnel, unless the SEVOCOMM personnel concerned have been authorized in advance in writing by SEVOCOMM to make such agreements. concerned in writing.

    2.4 If not otherwise agreed in writing, the Activities will be charged in hours.

    2.5 During the first four weeks of each Subcontract there will be a notice period of one day.

    2.6 A notice period of one week will apply to each Sub-agreement, with due observance of the provisions of these General Terms and Conditions.

    2.7 Under no circumstances will termination entitle the Client to compensation of any amount and/or damages.

    2.8 If any part of the General Conditions is void, voidable or unenforceable, this will not affect the validity of the General Conditions as such. The parties to the General Terms and Conditions shall replace the relevant part with one of equal purport.

     

    3. Control

    3.1 SEVOCOMM may make changes, additions and omissions to Sub-Agreements when SEVOCOMM

    3.1 SEVOCOMM may make changes, additions and omissions to Sub-Agreements when SEVOCOMM considers this necessary to further describe the Work or make it clearer. Such changes, additions and/or omissions will be made known by SEVOCOMM in writing.

    They will be deemed to form part of the General Terms and Conditions and the Subcontract unless the Supplier objects within a reasonable period of time of receipt.

    3.2 In performing the Work, the Supplier and the Hired Personnel may not deviate from the provisions of these General Terms and Conditions, the relevant Sub-Contracts and any amendments to the Sub-Contracts, unless SEVOCOMM’s Representative has agreed to a deviation in writing.

    3.3 If, in the opinion of the Supplier and/or the Hired Personnel, the contents of these General Terms and Conditions, of the relevant Sub-Contracts and of any changes to the Sub-Contracts do not adequately describe the performance of the Work, the Supplier is obliged to request further instructions from SEVOCOMM as soon as possible, but in any event within three days of the assignment being given. If the Supplier and the Hired Personnel have not requested further instructions, the execution of the Activities will be deemed to be sufficiently described.

    3.4 If, in the opinion of the Supplier and/or the Hired Personnel, there are inadequacies in the General Conditions of the Sub-agreements concerned and in any amendments to the Sub-agreements, the Supplier and the Hired Personnel must report these in writing to SEVOCOMM as soon as possible, but in any event within three days of the assignment being given, before the Activities are commenced. The Supplier and the Personnel hired in must comply with these General Conditions, the relevant Sub-Contracts, any changes to the Sub-Contracts and the purport thereof and shall not use any imperfections to his own advantage or to the detriment of the Work.

     

    4. Obligations of the Supplier

    4.1 SEVOCOMM may request the replacement of the Hired Personnel, which request the Supplier shall comply with as soon as possible but in any event within two working days, if the Hired Personnel do not conform to the obligations of the Supplier.

    4.2 The Supplier warrants that the Hired Personnel comply with the “Code of Conduct of SEVOCOMM”.

    4.3 The Supplier shall provide a statement of hours spent by the Hired Personnel by email as agreed with the SEVOCOMM operational buyer. This overview will be provided depending on the agreement made in the Agreement. at the latest on the fifth working day of the new month/week for the previous month/week. The said summary will include at least the following information:

    • Name of the Hired Personnel;
    • Dates on which Hired Personnel have worked and number of hours worked per person of Hired Personnel;
    • Work location.

     

    4.4 Supplier is not permitted to hire and on-lend Third Party Personnel to SEVOCOMM other than with the written consent of SEVOCOMM.

    4.5 Supplier is not permitted to terminate current Subcontracts in order to subsequently deploy the Hired Personnel concerned to SEVOCOMM’s competitors.

     

    5. Employees

    5.1 If a certificate is required for the Activities then the Supplier shall ensure that the Hired Personnel have this certificate(s). These certificates must be approved by a training center appointed by SEVOCOMM and are at the expense of the Supplier.

    5.2 If one or more persons of the Hired Personnel wrongfully do not possess the required certificates, SEVOCOMM may decide to exclude the Hired Personnel concerned from Work immediately. In that case SEVOCOMM will also not owe any payments for this Hired Personnel. The Supplier is obliged to compensate SEVOCOMM for the damage SEVOCOMM has suffered and will suffer as a consequence, including consequential damage.

    5.3 The Supplier shall arrange for replacement of the Hired Personnel within the shortest possible time if cases as described in paragraph 5.2 arise.

    5.4 The Supplier shall be in possession of an up-to-date list of certificates of his employees. In the event of an inspection by SEVOCOMM, the Supplier is obliged to present this document.

    5.5 The parties shall not pursue an active recruitment policy towards each other’s employees.

    5.6 The Supplier shall not employ persons at SEVOCOMM who have been dismissed by SEVOCOMM, unless SEVOCOMM agrees to this in writing. SEVOCOMM may deny Hired Personnel access to the site. In such a case, the Supplier shall no longer admit the Hired Personnel with immediate effect and shall replace them as soon as possible with an employee acceptable to SEVOCOMM.

    5.7 The Supplier guarantees that the Hired Personnel will conform to the house rules of SEVOCOMM.

    5.8 It is prohibited to receive gifts, invitations or other improper benefits aimed at business and/or financial gain.

    5.9 For access to the SEVOCOMM premises, Hired Personnel will be provided with a company pass.

    5.9 A company pass will be made available to Hired Personnel for access to SEVOCOMM’s premises. The Supplier will make a digital passport photograph of the Hired Personnel available to SEVOCOMM via e-mail address bedrijfspas@SEVOCOMM.com. On completion of the Activities the pass will be returned to SEVOCOMM by return of post.

    5.10 The Supplier is fully responsible for the correct and efficient execution of the Activities, in accordance with the General Conditions.

    5.11 All documents, hardware and software, produced in the framework of the Agreement by the Supplier and/or the Personnel hired in and/or subcontractors of the Supplier, such as designs, drawings, plans, tables, lists, specifications, reports, know-how documents, manuals, other documents, etc. are the property of SEVOCOMM.

    5.12 The Supplier shall keep a copy of passport of all the Hired Personnel and provide a copy of these records upon request of SEVOCOMM.

    5.13 The Hired Personnel shall at all times be able to identify themselves and where applicable (for foreign employees) the Hired Personnel shall at all times be in possession of a valid work permit.

    5.14 The Supplier is obliged to comply with all legal requirements. Any fines and/or damages payable by SEVOCOMM and/or SEVOCOMM’s customer as a consequence of the Supplier’s failure to comply with legal requirements – including but not limited to fines imposed by the Labour Inspectorate – are for the account and risk of the Supplier. The Supplier is obliged to compensate these fines and/or damages at the first request of SEVOCOMM.

    5.15 If it concerns the hiring of a self-employed person, the Supplier must provide SEVOCOMM with a Declaration of Independent Contractor Status (VAR) which includes the remark “Profit from business activity” (VAR-WUO) or “Income from work at the expense and risk of your company” (VARDGA). The description of the Activities in the VAR must correspond with the Activities that are performed. In addition, the work must be performed within the period in which the relevant VAR is valid. SEVOCOMM is at all times entitled to request additional information from the ZZP-er (for example whether the ZZP-er also has other clients).

    5.16 If the above rules are deviated from, the Supplier, at the discretion of SEVOCOMM, shall either owe a penalty to be determined by SEVOCOMM, or be obliged to pay compensation for all the damage suffered by VolkerWessels Telecom as a result. Furthermore, in that case SEVOCOMM is authorized to terminate the Contract and the Subcontract with immediate effect without owing any amount or compensation.

     

    6. take over Hired Personnel

    During the contract period, SEVOCOMM may take over Hired Personnel under the following conditions:

    • If SEVOCOMM intends to enter into an employment relationship with the Hired Personnel, it will inform Supplier in time.
    • SEVOCOMM is entitled, without owing any compensation, to enter into an employment relationship with Hired Personnel made available to it, if this Hired Personnel has worked at least 1000 hours for SEVOCOMM
    • If SEVOCOMM enters into an employment relationship with Hired Personnel made available to it, before this Hired Personnel has worked 1000 hours, SEVOCOMM shall owe Supplier a maximum compensation of 25% of the last applicable rate over the difference between the number of hours worked at that time and 1000 hours. This amount shall be determined in consultation.

     

    7. Supplier’s liabilities

    7.1 The Supplier guarantees that the Hired Personnel meet the required job requirements and certificates. If it appears that the Hired Personnel do not meet the required function requirements and/or certificates, the Supplier is obliged to replace the Hired Personnel at his own expense and risk. All damage suffered and to be suffered by SEVOCOMM in this respect, including consequential damage, shall be at the expense and risk of the Supplier.

    7.2 The Supplier indemnifies SEVOCOMM against claims by third parties for compensation for damage to the extent that this was caused by the Hired Personnel.

     

    8. Force majeure

    8.1 In the event of force majeure the party concerned may suspend the fulfilment of its obligations under the Subcontract in whole or in part for as long as the force majeure situation continues without the parties being obliged to pay any compensation. The other party will be notified in writing of any case of force majeure and will be provided with documentary evidence.

    8.2 Force majeure shall in any case not include: lack of personnel, strikes, illness of personnel, late delivery of materials or unsuitability of materials.

    8.3 Force majeure shall in any case include: working days on which, due to weather conditions, the majority of the workers or machines deployed or hired by SEVOCOMM cannot work for at least 5 hours at a given location.

     

    9. Replacement of Hired Personnel

    9.1 In the event of absence of Hired Personnel of at least one week (excluding vacations notified to SEVOCOMM), the Supplier will provide equivalent replacement immediately but in any event within two working days and will make every effort to ensure continuity in the execution of the Activities. The Supplier needs the prior written consent of SEVOCOMM for replacement of the Hired Personnel. SEVOCOMM shall not withhold its consent on unreasonable grounds.

    9.2 The hourly rates applicable to the original Hired Personnel shall not be increased in the event of replacement. Replacement by an employee who meets lesser qualifications is only permitted in exceptional cases, and with written justification, provided SEVOCOMM has given its written consent.

    9.3 If the Personnel hired is absent (for a long period) and the Supplier does not arrange for a replacement, or SEVOCOMM does not agree to the replacement proposed by the Supplier, SEVOCOMM is entitled to terminate the Subcontract immediately without any obligation on SEVOCOMM’s part to pay any amount and/or compensation.

    9.4 Premature termination of the Subcontract in accordance with Article 9.3 shall never entitle the Supplier to compensation of any amount and/or damages.

    9.5 In the event of replacement, the Supplier is obliged to ensure that the replacement Employee takes over all the conditions and any special provisions imposed on the Hired Personnel.

     

    10. Rates

    10.1 The rates are per hour, exclusive of VAT and inclusive of all additional costs (such as commuting costs, vacation allowance, any personal equipment, etc.). They are fixed rates.

    10.2 For Overtime a separate Overtime hourly rate shall be agreed, based on the cost price factor agreed between VolkerWessels Telecom and Supplier.

    For overtime, the following surcharges on the established overtime hourly rate shall then be paid: Monday through Friday for the first two hours following the normal working time 100% of the overtime hourly rate;

    Monday through Friday for all hours thereafter up to 24:00 with 147% of the overtime hourly rate; Saturday which is not a holiday with 147% of overtime hourly rate;

    Sunday and recognized holidays between 0:00 a.m. and 24:00 a.m. at 185% of overtime hourly rate. Overtime will only be performed at the written request of SEVOCOMM. The processing surcharge will only apply for a number of hours worked that exceeds the number of hours per week stipulated in the Subcontract.

    If the hourly rate is greater than EURO 65, this overtime surcharge does not apply.

    10.3 The Supplier is only permitted to charge SEVOCOMM for overtime if SEVOCOMM has requested overtime in writing and SEVOCOMM has agreed in writing to the number of overtime hours specified.

    10.4 The travel allowance is in accordance with the current tax regulations. This only concerns business trips – thus no commuting – undertaken at the request of SEVOCOMM.

     

    11. Time recording and invoicing

    11.1 The (average) number of days and hours per week to be worked by the Hired Personnel during the hours of the Subcontract will be recorded in a Subcontract. The Hired

    Personnel shall consult with the Representative when scheduling their working hours.

    Registration of direct hours worked (on projects) must take place weekly by the Hired Personnel in the time registration system used by SEVOCOMM. Other hours can be registered in a time registration form of the Supplier or ZZP’er.

    The Hired Personnel shall submit the SEVOCOMM time registration forms or – if applicable the own time registration form – to the Representative on a weekly basis. The time registration forms must be initialled by the Representative for approval. The actual hours worked may, after they have been approved by the Representative, be invoiced monthly. If any discrepancies arise in the hours or extension in the Subcontract, both SEVOCOMM and the Supplier must agree to the discrepancies that arise. A unique identifier will be provided by SEVOCOMM on each Agreement. This reference must be stated on the invoice. It is not permitted to offer collective invoices for settlement. If invoices and/or attachments require correction, they will be returned.

    On the invoice, the Supplier shall state the following information:

    • Purchase Order Number (if applicable);
    • Name of the Hired Personnel and SEVOCOMM registration number (AP number);
    • Project number (if applicable);
    • Organisation Code;
    • Number of hours and rate excluding VAT;
    • Accounts Payable Code.

    As an attachment to the invoice, the Supplier must include SEVOCOMM’s time registration form.

    An invoice received by SEVOCOMM will be paid by SEVOCOMM within 60 days of the invoice date, under the condition that the Work has been performed in accordance with the Subcontract and these General Terms and Conditions. In the event that there are more than four days between receipt of the invoice and the invoice date, the receipt date will apply as the start of the payment term stated above. If the invoice is not approved, Sevocom will notify the Supplier in writing within 60 days of receipt of the invoice, stating the reasons.

    11.2 Payment by SEVOCOMM does not imply acceptance of any part of the Work and does not limit SEVOCOMM’s right to make claims or to claim damages.

    11.3 The parties shall cooperate in technological innovations in the field of invoicing.

    11.4 Securities to the extent required by the General Conditions and/or the Subcontract shall be issued in accordance with the agreements made between the parties and in accordance with a model by a bank or insurance company approved by SEVOCOMM. If the validity of such a guarantee expires before the event for which the guarantee was originally issued, the Supplier shall provide an extension of the validity period as required by SEVOCOMM.

    11.5 SEVOCOMM is entitled to deduct from the amounts it owes to the Supplier and/or companies associated with the Supplier, for whatever reason, the amounts that SEVOCOMM can claim from the Supplier and/or companies associated with the Supplier. This provision is without prejudice to any claim that SEVOCOMM may have for set-off.

    11.6 The Supplier is forbidden to assign, pledge, transfer under any title whatsoever, or otherwise dispose of his claims against SEVOCOMM arising from the Contract to a third party.

    In so far as applicable:

    11.7 SEVOCOMM is entitled to pay the Supplier the social security contributions, income tax and VAT owed in respect of the Work, for which it is jointly and severally liable as a result of its hiring liability, by depositing the amount in the Supplier’s blocked account. In that case, at SEVOCOMM’s request, the Supplier shall hand over a copy of the decision it has received from the tax authorities concerning the G account system.

    11.8 Without prejudice to the provisions of the preceding paragraph, SEVOCOMM shall be entitled at all times to withhold the above-mentioned amounts in respect of social security contributions, income tax and VAT from the rate and to pay them directly to the Tax Authority on behalf of the Supplier. In cases as referred to above, SEVOCOMM will be discharged from its obligations towards the Supplier by payment thereof, insofar as these amounts are concerned.

    11.9 SEVOCOMM is entitled to pay the VAT due for the Activities not to the Supplier but directly to the Tax Authorities. Consequently, if SEVOCOMM exercises this right, the Supplier is obliged not to state the amount of VAT due on his invoices, but to mention with regard to VAT: ‘VAT RETURNED’, to the extent permitted by law.

     

    12. Confidentiality/Intellectual Property

    12.1 Without the prior written consent of SEVOCOMM, the Supplier and the Hired Personnel are not allowed to disclose and/or communicate to third parties any information of which the confidential nature may be assumed to be known by the Hired Personnel and/or the Supplier, including but not limited to the data relating to the General Conditions, the Subcontract, the Activities, the material, the design, any data concerning SEVOCOMM’s customers, the equipment and/or the services to be provided, nor the purpose for which they are intended.

    12.2 The Supplier and the Hired Personnel guarantee that at the end of the hire period all data of SEVOCOMM, its (former) customers and other relations, in the possession of the Supplier and/or the Hired Personnel, will be transferred and made available to SEVOCOMM.

    12.3 The Supplier, his personnel and the Hired Personnel shall keep all information they learn from the systems in which they work confidential and not disclose it to third parties. This confidentiality will continue to apply for 2 years after termination of the Sub-contract.

    12.4 All draft data, designs, drawings and other documents provided by SEVOCOMM to the Supplier and/or the Hired Personnel are confidential and may not be used without the prior written consent of SEVOCOMM for any purpose other than the proper performance by the Hired Personnel of the Work.

    12.5 If the rules of this article are violated, the Supplier shall be liable for an immediately payable penalty of EUR 50,000.00. The Supplier is responsible for all losses resulting from violations of these rules.

     

    13. Insurance

    13.1 The Supplier shall have and maintain at least the following insurances in connection with the performance of the Activities, with insurers and on terms to the satisfaction of SEVOCOMM. The insurance provisions mentioned in this article do not limit or relieve the Supplier of its responsibilities.

    • Employee and employer insurance or similar statutory social insurance in accordance with the applicable legal requirements;
    • Third Party Liability insurance with a coverage of at least EUR 2,500,000 per occurrence concerning death, injury and property damage.

     

    13.2 If required by SEVOCOMM, the Supplier shall cause its insurer(s) to issue a certificate of insurance, stating the type of insurance and the amounts covered, as well as the insured period of each policy, plus a statement that no insurance will be terminated or substantially modified during the performance of the Work, without giving SEVOCOMM at least 30 calendar days’ prior written notice.

    13.3 The applicable insurance coverage shall be in effect, to SEVOCOMM’s satisfaction,throughout the period in which the Work is performed until the Subcontract is terminated.

    13.4 Apart from the provisions of this article “Insurance”, it is the responsibility of the Supplier to make insurance arrangements to cover its liability. If at any time the Supplier fails or refuses to take out the required insurance, or if any insurance is terminated, SEVOCOMM is entitled to provide such insurance itself. In that case, the price to be paid by SEVOCOMM on the basis of the Contract or the Sub-Contract will be reduced by the amount of the costs incurred by SEVOCOMM in this respect.

     

    14. Business principles; integrity

    14.1 SEVOCOMM connects the economic principle with core values such as social responsibility, integrity, transparency and sustainability.

    With respect to integrity, SEVOCOMM applies the ‘Sevocom Code of Conduct’, compliance with which has been imposed on all employees of Sevocom and its subsidiaries. The ‘SEVOCOMM Code of Conduct’ can be found on the website https://sevocomm.com

     

    16. Applicable law

    16.1 These General Terms and Conditions are governed by Belgian law.

    16.2 All disputes arising from and/or related to these General Terms and Conditions or any further General Terms and Conditions resulting from them will in all cases be settled by the Belgian Arbitration Institute, unless the parties explicitly agree on another competent body.