Madurodam General Conditions of Purchase

These General Conditions apply to all orders for a Service, and/or Product and/or Work purchased by Madurodam as the Client

Madurodam is entitled to unilaterally amend these General Conditions of Purchase. The current applicable version is published on Madurodam's website (www.madurodam.nl).

The applicability of general conditions of the Contractor, if any, is excluded and rejected by Madurodam.

All Agreements are furthermore subject to the rules for Visitors to Madurodam, the so-called "Park Rules". These rules can be found on Madurodam's website (www.madurodam.nl). The Contractor is aware and agrees that Madurodam uses "Park Rules". If there is any contradiction between these general conditions and the Park Rules, the Park Rules will prevail.

Madurodam also makes use of the General Conditions of Madurodam B.V. as an Event Location. These conditions can be viewed on Madurodam's website.

Clause 1 Terms

In these General Conditions, the following capitalised terms are used. These terms are defined as follows:

Professional Errors: shortcomings, such as mistakes, oversights, omissions, negligence, incorrect advice which, under the circumstances and with normal awareness and using normal professional knowledge and practice, a skilled and careful contractor should avoid;

Annex: an annex to the Agreement which, when signed and initialled by both Parties on the first page citing the number of pages of the Annex in brackets, forms part of the Agreement;

Service: the activities to be performed by the Contractor on behalf of Madurodam as a service under the Agreement;

Intellectual Property Rights: copyrights, neighbouring rights, trade names, design rights (registered and unregistered), trademark rights, patent rights, database rights, domain names, know-how and corporate identity

Madurodam: the limited liability company Madurodam B.V., established at George Maduroplein 1, and registered in the Trade Register of the Chamber of Commerce under number 27154032;

Defects Liability Period: in respect of a Work the period within which defects occurring in that period must be remedied, starting upon completion of the Work until the end of the agreed period or until the end of the five-year period stipulated in these Conditions. In respect of a Product or Service, an agreed period may start from the moment of delivery.

Client: Madurodam. In these conditions, the term Madurodam is primarily used;

Contractor: the contracting party of the Client;

Inspection and Re-inspection: the inspection for any defects in a Work for the purpose of  obtaining Madurodam's approval; in case of defects a second inspect (the re-inspection) will take place, with the purpose of obtaining the previously withheld approval;

Agreement: the written agreement between the Client/Madurodam and the Contractor, or a written order/request from the Client to which these General Conditions are declared applicable. A purchase order or confirmation of an offer are also an Agreement;

Party: the Client or the Contractor, depending on the context; Parties: the Contractor and Madurodam jointly;

Personnel of the Client: the personnel and/or auxiliary persons to be engaged by Madurodam in the performance of the Agreement;

Personnel of the Contractor: the personnel and/or auxiliary persons and/or subcontractors, suppliers of the Contractor or third parties to be engaged by the Contractor for the performance of the Agreement under the responsibility of the Contracto and who will work under its responsibility on the basis of the Agreement;

Product: the product to be delivered to Madurodam under an Agreement, including works of a non-material nature;
 

Work: a work of a material nature to be created for Madurodam and delivered to Madurodam under an Agreement;

Conditions: these general conditions, which are applicable to and form part of the Agreement;

Clause 2 Application

1.  
   1. These General Conditions apply to all current and future quotations and offers submitted by the Contractor to Madurodam, requests submitted by Madurodam to the Contractor, as well as Agreements, even if General Conditions are not expressly declared applicable at the time.
       
   2. Agreements that are a supplement to or deviate from these General Conditions are only binding to Madurodam if they have been expressly agreed in writing.
       
   3. These General Conditions, including the exclusions and limitations of liability of Madurodam contained herein, also extend to its employees, auxiliaries and intermediaries.
       
   4. Madurodam expressly rejects the applicability of any general conditions to which the Contractor has or will refer.
       
   5. If other general conditions apply in addition to these General Conditions, the provisions of these General Conditions will prevail in case of any inconsistencies. However, in case of contradictions between these General Conditions and the Park Rules, the provisions of the Park Rules will prevail.
       
   6. Madurodam has the right to amend these General Conditions. Madurodam will publish the amended conditions on its website and will notify the Contractor accordingly. The amended conditions will enter into force at the announced moment or, alternatively, at the time the amendment is communicated to the Contractor. The amended General Conditions will subsequently and thereinafter also apply to current Agreements.
   7.  

Clause 3 Guarantees of the Contractor and performance of the Agreement

1.  
   1. The Contractor guarantees that the Service, Product or Work to be performed by it or on its behalf will meet the requirements set out in the Agreement.
       
   2. The Contractor guarantees that the Service, Product or Work to be performed by it or on its behalf will be performed in a professional manner.
       
   3. A request from Madurodam for a quotation is non-binding. All costs for the preparation of a quotation by the Contractor will be at its own expense unless agreed otherwise.
       
   4. A quotation and/or offer from the Contractor is irrevocable unless the Contractor has expressly stated in writing in the quotation/offer that it is revocable. The Contractor's quotations, offers, estimates and other communications must remain valid for a period of six (6) weeks, unless the Parties have agreed otherwise in writing.
       
   5. The Contractor must provide Madurodam with information on sizes, weights, technical data, drawings, illustrations, samples and other information material as accurately as possible and in accordance with legal obligations and commercial practices.
       
   6. The Contractor is obligated to warn Madurodam of (possible) inaccuracies or incompleteness in Madurodam's request or order and of any defects in and/or unsuitability of the information and materials provided or prescribed by Madurodam for the conclusion and/or performance of an Agreement.
       
   7. An Agreement will only be concluded by means of a written confirmation of Madurodam in which it accepts a quotation or offer submitted by the Contractor. Verbal undertakings made by Madurodam employees are not binding on Madurodam. Madurodam's written confirmation – given by a person authorised to do so, as evidenced by an entry in the Trade Register under Chamber of Commerce number 27154032 or an identifiable power of attorney or mandate – is deemed to accurately and fully represent the Agreement. If necessary, the Contractor must ascertain any restrictions as listed in the Trade Register or inquire about restrictive provisions.
      The Contractor cannot derive any future rights from previous Agreements.
       
   8. The Contractor has no right of exclusivity unless expressly agreed in writing.
       
   9. In the performance of the Agreement the Contractor must also provide all relevant resources, documentation, drawings (in editable formats), and quality, inspection and warranty certificates.
       
   10. The Contractor must ensure that the deliverable is labelled or otherwise marked, which allows it to be identified and shows that it complies with the relevant laws and regulations and has the relevant certifications.
        
   11. Additional agreements or changes made after the conclusion of the Agreement will not be binding on Madurodam until the moment they have been confirmed in writing by Madurodam.
        
   12. When contracting for a Work, the Contractor must examine the location where the Work is to be created and warn Madurodam of any unsuitability thereof before commencing its work. After commencement of the work, any unsuitability of the location will be at the Supplier's expense and risk.
        
   13. Additional work required for a Work may only be carried out on the basis of a new, supplementary quotation from the Contractor, which must be received by Madurodam within two weeks of the occurrence of the matter that requires additional work, after having been approved by and based on a written order from Madurodam, failing which Madurodam is not obliged to pay. If Madurodam requires additions to or changes in the agreed Work (additional work), the Contractor will only be entitled to increase the price for the Work if it has informed Madurodam in advance that this will require a price increase and this price increase has been approved in writing by Madurodam prior to the performance of the additional work. The Contractor may only refuse additional work in respect of a Work requested by Madurodam if the Supplier cannot reasonably be required to perform the additional work (for example because it does not have the necessary knowledge or because this would endanger people).
        
   14. The Inspection of the Work will take place after the Contractor has requested this in writing, stating the day when the Contractor expects the Work to be completed. Madurodam or a third party appointed by it, will inspect the Work as soon as possible and will, if possible give the Contractor five working days' notice of the day and time of the Inspection. Madurodam may require the Contractor to be present at the Inspection. the Contractor will be notified as soon as possible after inspection of the Work whether or not it has been approved. If the Work is not approved, the reason for this will be stated and the Contractor will be given the opportunity to repair/replace the Work. The Contractor must do so within a reasonable period of time and without charging Madurodam for this. This does not affect Madurodam's right to terminate the Agreement and to compensation. The re-inspection will take place in accordance with the foregoing.
        
   15. A Work is considered completed/handed over after the goods delivered have been inspected and approved.
        
   16. The Defects Liability Period starts on the day after completion of the Work and expires after five (5) years, unless otherwise agreed. The Contractor is obliged to repair any defects which become apparent during the Defects Liability Period upon Madurodam's first request within a reasonable period to be set by Madurodam and to do so at its own expense and to Madurodam's satisfaction. If the Contractor or the person charged by the Contractor with the supervision of the performance of the Work conceals any defects, the liability of the Contractor for defects of which it was aware but which it has concealed, will not be limited or excluded.

Clause 4 Delivery, assessment and acceptance

1.  
   1. The time of delivery is the moment when Madurodam takes delivery of the Product, Service or Work.
       
   2. A delivery period agreed between Madurodam and the Contractor is always strict, unless otherwise agreed in writing. If the Contractor fails to deliver or delivers at a different time, the Contractor will be in default without notice of default being required and must compensate Madurodam for any resulting damage, including, for example, the (additional) costs of transport, storage, rectification of delivery (whether or not by a third party) and the possible delay in successive deliveries that depend on the Contractor's delivery. Madurodam will in that event be entitled to refuse delivery, without prejudice to its other rights.
       
   3. The Contractor is required to deliver at the location agreed with Madurodam, normally the Madurodam site. The Contractor will therefore arrange and pay for transport to the agreed destination, is responsible for customs clearance and payment of import duties, and bears the risk of loss or damage until the Product or Work is handed over to Madurodam at the agreed location, unless otherwise agreed.
       
   4. The Contractor is not entitled to deliver in parts or instalments, unless otherwise agreed.
       
   5. If Madurodam is unable to accept a Product, Service or Work at the agreed place and/or time, the Contractor will take all reasonable measures to store them without deterioration in quality until they can finally be delivered. If it has been agreed that a Delivery may be deposited at an agreed location without the presence of Madurodam employees, delivery is deemed to have taken place as soon as Madurodam is able to accept delivery, whereby the provisions of 4.7 continue to apply.  
       
   6. Madurodam will assess the results of the Service, Product or Work within a period of 30 days from the day of delivery. If Madurodam considers the results satisfactory, it will accept them by notifying the Contractor.
       
   7. If Madurodam considers the results of the Service, Product or Work unsatisfactory, it will send the Contractor a notice of non-acceptance.
       
   8. Madurodam has the right to have the results of the Service, Product or Work assessed by third parties.
       
   9. If Madurodam has, within a period of 30 days from the day of delivery, commented on the results of the Service, Product or Work, they are deemed to have been accepted.
       
   10. Madurodam is not obliged to make any payment to the Contractor before acceptance has taken place.
        

Clause 5 Place and times of work

The work must be performed at the time and place specified in the Agreement.

Clause 6 Replacement of persons responsible for performing the Services

6.1       The Contractor may only replace persons responsible for performing the Service, Delivery or Work by way of exception, and may not do so temporarily or permanently without Madurodam's prior consent. Madurodam will not refuse its consent on unreasonable grounds, yet has the right to demand additional conditions in order to provide its consent. The rates that apply to the original persons cannot be increased in case of replacement.

6.2       If Madurodam demands from the persons responsible for performing the Service, Delivery or Work, for them to be replaced because it considers this necessary or desirable in the interests of a proper performance of the Agreement, the Contractor must comply herewith. The rates charged for the replacement may not exceed the rate, as provided for in the Agreement, applicable the person being replaced.

6.3       If the persons that are charged with the performance of the Agreement are replaced, the Contractor shall replace them with persons who, in terms of expertise, training and experience, are at least equivalent to the persons to be replaced, or who otherwise meet  what the Parties have agreed in respect of the persons to be replaced.

Clause 7 Use of Client's goods

The Parties may agree that the Contractor may use items that are the property of Madurodam to perform the Service, Delivery or Work, and which items will be lent to the Contractor for that purpose. Madurodam may attach conditions to such loans.
 

Clause 8 Subcontracting

8.1       In performing the Agreement, the Contractor may only make use of the Service, Product or Work of third parties with Madurodam's consent. Madurodam will not withhold such consent on unreasonable grounds. Madurodam may impose conditions to this consent.

8.2       The consent granted by Madurodam will not affect the Contractor's own responsibility and liability for the fulfilment of the obligations resting on it under the Agreement and the obligations resting on it as an employer under tax and social insurance legislation.

Clause 9 Progress

The Contractor must report to Madurodam on the progress of the work as often as stipulated and in the manner provided in the Agreement, or as Madurodam deems necessary.

Clause 10 Contact persons

10.1     Both Parties will appoint a contact person, who will report on the performance of the Agreement. The Parties must notify each other of the person they have designated as their contact person.

10.2     Contact Persons may represent and bind the Parties only in respect of the performance of the Agreement. They are notauthorised to amend the Agreement.

Clause 11 Supervision

The Agreement may provide for the appointment of one or more supervisors. Their duties and responsibilites, as well as the composition of a group of supervisors, may be specified in the Agreement.
 

Clause 12 Method of notification

12.1     Communications, including undertakings or (further) agreements, from one Party to the other that are relevant for the performance of the Agreement are only binding on the Parties if they are made or confirmed in writing by an authorised person.

12.2     "In writing" also means "by electronic means", provided that:

1.  
   1. the notification can be viewed by the addressee,
   2. the authenticity of the notification is sufficiently guaranteed, and
   3. the identity of the notifier can be established with sufficient certainty.

Clause 13 Confidentiality

13.1     Both Parties are obligated to keep secret all confidential information obtained from each other in the context of the agreement. Information is considered confidential if this has been communicated by the other party or results from the nature of the information. The party receiving confidential information may use it only for the purpose for which it was provided.

13.2     What is stated in Clause 13.1 of these General Conditions does not apply to information:

(a) provided to its directly involved third parties, under the condition that these third parties also bound by confidentiality;

(b) that was already in the lawful possession of Madurodam or the Contractor as the receiving party, before it was obtained from the other party involved;

(c) that was independently developed by Madurodam or the Contractor as the receiving party without using information or data from the other party involved;

(d) that is or becomes publicly known or publicly accessible other than by an act or omission of Madurodam or the Contractor as the receiving party;

€ that is disclosed by a third party to Madurodam or the Contractor as the receiving party, without breaching an obligation of confidentiality it has towards the other party involved.
(f) that must be disclosed by law, regulation or court order or by decision of any other public authority, provided that Madurodam or the Contractor as the receiving party uses its best efforts to limit the extent of such disclosure and notify the other party involved in advance of any such intended disclosure.

13.3.    If the Parties have already concluded a confidentiality agreement prior to the conclusion of the Agreement, the provisions of that agreement will fully apply in addition to Clause 13.2. In case of any inconsistencies between the Agreement and a previously concluded confidentiality agreement, the Agreement will prevail.

Clause 14 Processing of personal data

14.1     If and to the extent that the Contractor provides Madurodam with personal data in the context of the Agreement:

- The Contractor will ensure that, in providing Madurodam with the personal data, it complies with the General Data Protection Regulation 2016/679 (GDPR) and other privacy regulations in force as of the date of the Agreement, so that Madurodam can use the personal data; and
 

- Madurodam will ensure that it processes the personal data, in accordance with the GDPR and the other privacy regulations applicable under European or Dutch law as of the date of the Agreement for the purpose of the performance of the Agreement.
 

14.2     If applicable, Madurodam will process personal data during the delivery of a Service, Product or Work for the purpose of camera surveillance present on the Madurodam grounds for access control and in light of the safety of visitors and personnel and the security of the Madurodam grounds. Madurodam may be required to comply with lawful requests from the public prosecutor’s office, the police or insurance authorities by handing over necessary camera images. Madurodam may process personal data based on the legitimate interests of Madurodam for its own documentation and archiving purposes and for its communication, promotion, marketing and research purposes. Image and audio recordings may also be made by third parties, such as journalists, film or documentary makers, or researchers. Where necessary Madurodam refers to Madurodam’s Privacy Statement on its website (www.madurodam.nl) for more information. The Privacy Statement sets out the rights of data subjects in relation to processing personal data in respect of which Madurodam acts as controller.

14.3     The Contractor is obliged to instruct its personnel, hired third parties and visitors with whom it may have any relationship of authority or contractual relationship (through invitation or ticket sales) in advance that recordings/photos/videos/posts on social media or other external platforms may not harm Madurodam’s reputation and integrity and, in the event of a detected violation, is obliged to make every effort upon Madurodam’s first request or on its own accord to apply moderation and to reverse any infringement by removal or appropriate control measures.
 

Clause 15 Security

15.1     The Contractor must instruct its Personnel involved in the performance of the work, insofar as such work is performed at Madurodam, to observe the security procedures and Park Rules specified by Madurodam. Madurodam will inform the Contractor of these security procedures and rules in a timely manner, but the Contractor must ensure that its Personnel inform themselves of the Park Rules.

15.2     Madurodam may, where permitted by law, require the Contractor to submit certificates of good conduct (VOG) for Personnel of the Contractor prior to commencing work at Madurodam.

Clause 16 Compensation, Contract Variations

16.1     Madurodam will, provided this is agreed in advance, reimburse the Contractor the reasonable costs and hours actually incurred and worked by it, unless a fixed price or other method of compensation has been agreed in the Agreement.

16.2     If, as a result of additional requirements or changed insights on the part of Madurodam or as a result of a change in the statutory regulations relevant to the performance, the performance of the Contractor under the Agreement is demonstrably aggravated or extended, this will constitute as additional work subject to compensation. Additional work does not include extra work or changed insights that the Contractor should have foreseen when the Agreement was concluded. If a Party believes that work to be performed qualifies as additional work, it must notify the other Party of this as soon as possible.

16.3     The Contractor may not start work on additional work until it has received a written order to do so from Madurodam. To obtain such order, the Contractor must submit a written quotation within a period of no more than two weeks regarding the scope of the expected additional work and the time and costs involved. In respect of additional work to be performed by the Contractor, the provisions of the Agreement, including the rates and any discounts, will apply insofar as they are not changed by the further written order. The Contractor may not impose further or more onerous conditions in its quotation than those Madurodam will accept. Madurodam is at all times entitled to instruct another contractor to carry out the additional work, without the Contractor being able to object to this or having any right to compensation.

16.4.   The Contractor must accept and perform an order for additional work at all times, up to a maximum of 10% of the original order. Such order for additional work will be performed subject to the terms of the Agreement.

16.5.    If, due to changed insights on the part of Madurodam or due to changes in the statutory regulations relevant to the performance, the performance of the Contractor under the Agreement is demonstrably alleviated or reduced, this will constitute a contract reduction, which may be set-off against other costs. If a Party believes that a contract reduction occurs, it must notify the other Party of this in writing as soon as possible. If a fixed price has been agreed, the Parties will mutually determine the amount of the contract reduction, which will be offset against the price due.

Clause 17 Invoicing

1.  
   1. The Contractor must send its invoice electronically to enable it to be received and processed electronically, subject to the specifications given by Madurodam.
       
   2. The Contractor must send the digital invoice to Madurodam to the  address facturen@madurodam.nl, stating the date and number of the Agreement, the VAT amount, as well as other data required by Madurodam. Costs for transport or clearance (Customs or otherwise) cannot be charged as an invoice item and are payable by the Contractor.
2.  
   1. If it is agreed that payment will be made on a subsequent costing basis, the Contractor must itemise and invoice in the form to be specified by Madurodam. The Contractor must state on the invoice the number and dates of the days or hours actually and necessarily spent, and the materials and units or other items to be specified, giving a brief description of the work performed, as well as a description of any travel and accommodation expenses, if these are not included in the daily or hourly rates under the Agreement.
       
   2. Additional work must be invoiced separately by the Contractor upon completion and acceptance thereof by Madurodam. The nature and extent of the additional work must be explicitly mentioned in the invoices and itemised and supported by original documents.

Clause 18 Payment and verification

18.1  Madurodam will pay the amount it owes the Contractor under the Agreement within 30 days from the day of receipt of the relevant invoice, provided that the invoice satisfies the provisions of the Agreement.

18.4  Madurodam may suspend payment of an invoice or part thereof on which the Parties disagree.

18.5  Non-payment of an invoice on the grounds of suspected substantive inaccuracy thereof or in case of defectiveness of the invoiced Service, Product or Work does not entitle the Contractor to suspend or terminate its work.
 

Clause 19 Threatened delays

19.1  The Contractor must notify Madurodam immediately if the performance of the Service, delivery of the Product or performance of the Work is likely to be delayed, stating the cause and consequences. The Contractor must also propose measures to prevent further delay.

19.2  Within 14 days of receipt of the notification referred to in the previous paragraph, Madurodam will advise whether or not it accepts the proposed measures and the stated consequences. Acceptance does not imply that Madurodam acknowledges the cause of the potential delay and does not affect any other rights or claims to which Madurodam is entitled under the Agreement or by law and regulations.

Clause 20 Liability

20.1     If either Party fails to fulfil its obligations under the Agreement, the other Party may issue a notice of default. However, the defaulting Party is immediately in default if fulfilment of the relevant obligations within the agreed period is already permanently impossible, other than as a result of a force majeure. The notice of default must be given in writing, granting the defaulting Party a reasonable period of time to still fulfil its obligations. This is a strict period. If fulfilment does not take place within this period, the defaulting Party is in default.

1.  
   1. The notice of default referred to in the previous paragraph is not required if the period within which the agreed Service, Product or Work should have been performed has been extended before the end of that period. If fulfilment referred to in the previous paragraph has not taken place before the end of the extended period either, the defaulting Party is immediately in default from that moment.
       
   2. If the Contractor uses items that are the property of Madurodam to perform the Service, deliver the Product or perform the Work, the Contractor is liable for all damage caused to these items.
       
   3. If the Contractor or third parties suffer damage in any way as a result of the use of items that are the property of Madurodam, such damage is entirely at the expense and risk of the Contractor.
       
   4. All obligations relating to the Personnel of the Contractor, including those under tax and social security legislation, will be the responsibility of the Contractor. The Contractor agrees to indemnify Madurodam against any liability in this regard.

Clause 21 Cancellation and termination

21.1     Without prejudice to what is otherwise stipulated in the Agreement, each of the Parties may terminate the Agreement in whole or in part, without court intervention, by means of a letter by registered post, if the other Party is in default or if performance is permanently or temporarily impossible, unless it concerns a shortcoming which, in view of its special nature or minor importance, does not justify termination.

1.  
   1. If one of the Parties is unable to fulfil its obligations under the Agreement as a result of force majeure, the other Party is entitled, without conferring any right to compensation, to terminate the Agreement in whole or in part, without court intervention, by means of a letter by registered post, with observance of a reasonable period of time, but not before the end of a period of 15 Business Days from the date on which the circumstance causing the force majeure arose.
       
   2. Force majeure does in any event not include: shortage of personnel, strikes or work stoppages, illness of personnel and third parties to be engaged by the Contractor (including in the event of a pandemic/epidemic), adverse weather conditions, shortage of raw materials, price increases, transport problems, late delivery or unsuitability of goods, items or information required for the performance of the work, import or trade restrictions, liquidity or solvency problems on the part of the Contractor or shortcomings of third parties engaged by it.
       
   3.  Madurodam may, without any warning or notice of default, terminate the Agreement, without court intervention, with immediate effect by means of letter by registered post, if the Contractor applies for a (temporary) suspension of payment or is granted a (temporary) suspension of payments, the Contractor files for bankruptcy or is declared bankrupt, the Contractor's company is liquidated, the Contractor ceases its business activities, a substantial part of the Contractor's assets are seized, the Contractor enters into a merger or demerger, is taken over or dissolved, or the Contractor must otherwise no longer be deemed capable of fulfilling the obligations under the Agreement.
       
   4.  If the Agreement is terminated, the Contractor must repay to Madurodam any payments already made unduly to it by Madurodam, plus statutory interest on the amount paid from the day on which it was paid. If the Agreement is partially terminated, the repayment obligation only exists to the extent that the payments relate to the terminated part.
       
   5. Madurodam may, where legally possible, terminate the Agreement by giving notice by registered post at any time. In that event, payments will be settled between Madurodam and the Contractor on the basis of the Service performed by the Contractor in connection with the execution of the present order, the Product to be supplied or the Work to be performed and the costs reasonably incurred, and on the basis of the obligations already reasonably accepted for the future for the execution of the order. Madurodam will have no other obligation to compensate the Contractor in any way for the consequences of termination of the Agreement.

Clause 22 Continued right to demand performance

If a party fails to comply with a provision of an Agreement and the other party does not demand performance, this does not mean that performance can no longer be demanded. Only if the non-compliance has been expressly agreed does it become irreversible.

Clause 23 Intellectual property rights

23.1 The intellectual property rights vested in, contained in or arising from the Service, the Product or the Work belong exclusively to Madurodam, unless expressly agreed otherwise (in writing) between the Parties. Intellectual property rights may not be assigned, either by operation of law or otherwise, to the Contractor.  Insofar as these intellectual property rights might be transferred to the Contractor by operation of law, the Contractor should assign them to Madurodam at the time of their creation, which assignment is hereby accepted by Madurodam in advance and whereby these General Conditions are deemed to be the deed of assignment

1.  
   1. Insofar as the assignment of the intellectual property rights, as referred to in Clause 23.1, at any time requires a further deed or act of assignment, the Contractor hereby irrevocably authorises Madurodam, to draw up such deed and to sign on behalf of the Contractor, without prejudice to the Contractor's obligation to cooperate in the further assignment of these rights at Madurodam's first request, and without being able to impose additional conditions in this respect.
2.  
   1. Insofar as the results of the Service performed, the Product delivered or the Work carried out are (partly) created with the use of intellectual property rights that already existed before the Agreement and which are not held by Madurodam, the Contractor grants Madurodam a royalty-free, indefinite licence for use. The Contractor warrants that it is authorised to grant such licence. The Contractor also grants Madurodam the same licence for use with respect to results that do not or cannot qualify as an intellectual property right, but do result from the Service, Product or Work.
       

   2. To the extent that intellectual property rights are subject to moral rights, the Contractor waives the moral rights specified in the Copyright Act to the extent that they can be waived by law.

       

3.  
   1. The Contractor declares that, to the best of its knowledge, there are no third-party claims in respect of the Services, Products and Works created by it and that these do not infringe the rights of third parties. The Contractor agrees to indemnify Madurodam against any claims by third parties in respect of an (alleged) infringement or violation of its rights (including intellectual property rights) and to reimburse all costs and damages arising from such claims. The Contractor furthermore undertakes to take, at its own expense, all measures that may contribute towards preventing and limiting the additional costs to be incurred and/or damage to be suffered as a result of said infringements and damage.
       
   2. The Contractor must notify Madurodam immediately if it discovers infringements of the intellectual property rights referred to in Clause 23.1 and Clause 23.2. Madurodam may enforce the intellectual property rights and other rights licensed to it under Clause 23.3 in court (at its own expense) and act on behalf of the Contractor, provided that it has first made a reasonable request to the Contractor to do so, and the Contractor has failed to comply with such request.
       
   3. Without prejudice to the foregoing provisions, if third parties hold Madurodam liable for infringement of intellectual property rights, Madurodam may terminate the Agreement in whole or in part, without court intervention, in writing, without prejudice to its further rights vis-à-vis the Contractor, including but not limited to any right to compensation. Madurodam will not exercise its right to terminate the Agreement without prior consultation with the Contractor.

23.8     If the Contractor is declared bankrupt, the Contractor (or the receiver of the bankrupt estate) must fully comply with the licence for use granted in Clause 23.3, insofar as such compliance consists in tolerating Madurodam's use of the licensed intellectual property rights.

Clause 24 Assignment of rights and obligations under the Agreement

24.1  The Parties may not assign the rights and obligations arising from the Agreement to a third party without the consent of the other Party. Consent may not be refused without reasonable grounds. The Parties may impose additional conditions to their consent.

24.2 The first paragraph does not apply in respect of the vesting of limited rights, such as the right of pledge.

Clause 25 Insurance

25.1 The Contractor is required to take out and maintain an insurance in a manner appropriate and customary to business standards for the following risks:

a. professional liability (risks arising from Professional Errors);
b. corporate liability (including liability for damage caused to persons or property owned by Madurodam) for at least €2.5 M at 2023 price level and to be indexed annually according to the Producer Price Index (PPI) of Statistics Netherlands (CBS);
c. loss of and damage to machinery and equipment (including caused by fire and theft), including items that are the property of Madurodam.
 

25.2     At Madurodam's request, the Contractor must submit without delay (a certified copy of) the policies and proof of premium payment in respect of the insurance policies referred to in the first paragraph, or a statement from the insurer confirming the existence of such insurance policies and premium payment. Insurance premiums payable by the Contractor are deemed to be included in the agreed prices and rates.

Clause 26 Employment conditions

26.1 In performing the Service, delivering the Product or performing Work, the Contractor must comply with the laws and regulations in force in respect of employment conditions and with the collective labour agreement applicable to it and its employees or that are applicable in respect of safety.

26.2     The Contractor must record all agreements on employment conditions, for the purpose of providing the Service, Product or Work, in a clear and accessible manner.

26.3     Upon request and without delay, the Contractor must allow competent authorities inspection of these employment conditions agreements and cooperate with inspections, audits or wage validation.

26.4     If requested, the Contractor must immediately provide Madurodam with access to the agreements on conditions of employment referred to in paragraph 2 if Madurodam considers this necessary in connection with the prevention or handling of a wage claim relating to work performed for the purpose of providing the Service, the Product or the Work.

26.5     The Contractor must impose the obligations arising from the previous paragraphs in full on all parties with whom it enters into contracts for the provision of Services. It must furthermore stipulate that these parties must subsequently fully impose said obligations in turn on all parties with whom they enter into contracts for the provision of the Service, Product or Work.

Clause 27 Compliance with legislation and integrity

1.  
   1.  The Parties may neither offer to each other or to third parties, nor solicit, accept or obtain commitments from each other or from third parties, either for themselves or for any other party, any gift, reward, compensation or benefit of any kind that could be construed as an unlawful practice. These provisions also apply to any gift or donation with a (presumed) value in excess of €50 incl. VAT. Such practice may be grounds for full or partial termination of the Agreement. The Contractor must comply with all applicable laws and regulations, including, in particular, rules to prevent unfair competition, corruption, unsafety and environmental damage, and rules relating to export restrictions.
       
   2. The Contractor is itself responsible for obtaining all permits required for the performance of the Agreement.
       
   3. If it appears that a member of Madurodam's Personnel holds an ancillary position, paid or unpaid, with the Contractor or held one at the time of the negotiations on the conclusion of the Agreement, without Madurodam having been informed of this prior to entering into the Agreement, Madurodam may terminate the Agreement with immediate effect without notice of default and without being liable to pay any compensation.

Clause 28 Void and annulled provisions

If one or more provisions of the Conditions or the Agreement are found to be void or are annulled by the court, the remaining provisions of the Conditions or the Agreement will retain their legal force. The Parties will in that event discuss the void or annulled provisions in order to reach an alternative arrangement. The alternative arrangement may not affect the purpose and scope of the Conditions or the Agreement.

Clause 29 Follow-up order

The Contractor cannot derive any right from the Agreement with the purpose of obtaining a follow-up order.

Clause 30 Mention in publications or advertisements

All marketing communications in which Madurodam is textually or visually represented requires the prior approval of Madurodam. Marketing communications are defined as communications on websites, social media, and in publications, newsletters and other similar marketing tools.

Clause 31 Survival

Provisions which by their nature are intended to remain in force after the end of the Agreement will retain their effect thereafter. These provisions in any case include those relating to liability, intellectual property rights, confidentiality, disputes and applicable law.

Clause 32 Applicable law

32.1     All legal relationships concluded between the Contractor and Madurodam are governed exclusively by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
 

32.2     All disputes relating to or arising from or in connection with the offers made by the Contractor, these Conditions of Purchase, and agreements concluded with Madurodam, as well as all claims for nonpayment, will be submitted exclusively to the competent court in The Hague, unless the Parties agree on another form of dispute resolution.

Clause 33 Language
In the event of discrepancies or ambiguity between the original Dutch version of these terms and conditions and the translation thereof, the Dutch text and the meaning thereof under Dutch law shall prevail. Any legal concepts expressed in the English language in these terms and conditions intend to describe Dutch legal concepts only and the consequences of any such legal concepts under any law other than Dutch law shall be disregarded.

Madurodam B.V., November 2023