Standard Terms and Conditions of Purchase
CHAPTER A GENERAL PROVISIONS ARTICLE 1 DEFINITIONS
ARTICLE 2 APPLICABILITY
ARTICLE 3 FORMATION OF AGREEMENTS ARTICLE 4 INVOICING AND PAYMENT ARTICLE 5 TIME OF DELIVERY
ARTICLE 6 DELIVERY
ARTICLE 7 BREACH/CANCELLATION OF THE AGREEMENT ARTICLE 8 WARRANTY
ARTICLE 9 INTELLECTUAL PROPERTY RIGHTS ARTICLE 10 LIABILITY
ARTICLE 11 NON-DISCLOSURE ARTICLE 12 FORCE MAJEURE
ARTICLE 13 GOVERNING LAW, DISPUTES AND LANGUAGE
CHAPTER B PROVISIONS APPLYING TO PRODUCTS
ARTICLE 14 GENERAL PRODUCT REQUIREMENTS
ARTICLE 15 MANUFACTURING AND QUALITY ASSURANCE
ARTICLE 16 HARMFUL SUBSTANCES AND/OR PREPARATIONS ARTICLE 17 DELIVERY OF PRODUCTS
ARTICLE 18 RISK AND OWNERSHIP
ARTICLE 19 INSPECTION ON AND AFTER DELIVERY
CHAPTER C PROVISIONS APPLYING TO SERVICES
ARTICLE 20 GENERAL SERVICE REQUIREMENTS
ARTICLE 21 EVALUATION AND ACCEPTANCE
ARTICLE 22 PERFORMANCE OF SERVICES
ARTICLE 23 RATES AND FEES FOR SERVICES
ARTICLE 24 TAXES AND SOCIAL INSURANCE CONTRIBUTIONS
ARTICLE 25 NON-COMPETE CLAUSE
CHAPTER A – GENERAL PROVISIONS
The provisions of Chapter A shall apply both to the purchase of products and to the purchase of services.
In these standard terms and conditions of purchase the following words and expressions shall have the following meanings:
• BNS Data Logistics B.V. means the purchaser, user of these terms and conditions of purchase;
• Supplier means the purchaser's counterparty, namely a party entering into negotiations and/or concluding agreements with the purchaser as a (prospective) contractor with respect to goods to be supplied and/or services to be performed by the supplier, also where several legal entities and/or natural persons act jointly;
• Purchase order means the document setting out the agreements between the purchaser and the supplier with respect to the supply of goods and services;
• Supply and delivery: giving possession of and/or actual control over one or more goods to the purchaser, transfer of ownership by means of a mutual statement by the purchaser and the supplier, the performance of
services for the purchaser;
• Products and services: tangible objects and other goods to be supplied to and services to be performed for the purchaser;
• Parties means the purchaser and the supplier.
2.1 These standard terms and conditions of purchase (hereinafter "T&C") shall apply to all purchase orders issued by BNS DATA LOGISTICS BV or any of its subsidiaries (hereinafter "BNS") to the supplier and to any agreements resulting therefrom, and any standard terms and conditions of the supplier shall not apply. The applicability of any standard terms and conditions of the supplier is expressly rejected.
2.2 In the event of a conflict between these standard terms and conditions of purchase and any specific terms and conditions agreed upon, the latter shall prevail.
2.3 The purchaser shall be bound by variations from and/or additions to these terms and conditions only if and to the extent that the purchaser has confirmed this in writing.
2.4 Terms and conditions of the supplier shall apply only if BNS has expressly agreed thereto in writing.
2.5 If any provision of the agreement concluded between the parties is held to be invalid or unenforceable, the purchaser reserves the right to replace such provision by a provision which is not unreasonably onerous to the supplier and which most closely approximates the void or voidable provision, taking into account the nature and the further content of the agreement, the mutually apparent interests of the parties and the other circumstances of the case.
3. FORMATION OF AGREEMENTS
3.1 Agreements are formed by written acceptance by the supplier of a purchase order from BNS. A purchase order shall be deemed to have been accepted:
a) if the supplier has explicitly accepted the purchase order in writing;
b) as soon as the supplier starts executing the purchase order.
3.2 BNS shall be bound by a commitment only if the relevant agreement has been entered into by a competent BNS official, unless BNS has declared in writing, whether in advance or otherwise, that a particular staff member has delegated authority or that BNS considers itself to be bound in any other way.
3.3 Agreements must always be concluded in writing. BNS shall not be bound by any oral agreement.
3.4 In the case of on-call contracts, a separate agreement is formed when an order for an instalment delivery under the on-call contract is placed, which separate agreement shall also be governed by these standard terms and conditions of purchase.
3.5 Quotes sent to BNS by e-mail shall be binding if BNS confirms these to the supplier by per e-mail.
4. INVOICING AND PAYMENT
4.1 Invoices must be submitted to the agreed BNS accounts payable department.
4.2 Each invoice must comply with the statutory requirements with respect to value added tax. Each invoice must also specify, where applicable, the BNS purchase order number, the (delivery) address, the (delivery) date, the price per unit, the VAT payable and the total invoice amount. Where applicable, a signed timesheet shall be attached to the invoice.
4.3 Amounts due shall be paid 60 days after receipt of the invoice.
4.4 BNS is entitled to defer payment if it discovers a defect in the goods, the services or the performance of the agreement.
4.5 BNS may set off the invoice amount against any amounts owed by the supplier to BNS. The supplier may not set off the invoice amount against any amounts owed by BNS to the supplier.
4.6 Payment by BNS shall not constitute a waiver of any right.
4.7 Partial payment shall never release the supplier from any warranty obligation and/or liability under contractual or statutory provisions, and shall not affect the rights of BNS.
5. TIME OF DELIVERY
5.1 The agreed time of delivery is of the essence of the agreement. In case of late delivery, the supplier shall be in default without any notice of default being required.
5.2 If the delivery time is likely to be exceeded, the supplier shall notify BNS accordingly in writing without delay. This shall not affect the consequences of late delivery under the agreement or under statutory provisions.
6.1 Delivery shall be made on the basis of DDP (Delivered Duty Paid, Incoterms 2010 as applicable at the time of conclusion of the agreement), at the agreed location and at the agreed time.
6.2 BNS shall have the right to postpone delivery for a reasonable period. In the absence of a demonstrably compelling interest on the part of the supplier, such period shall be deemed to be reasonable. During the period of such postponement, the supplier shall store the goods properly packed and separate from its own property in such a way that they are identifiable, and shall preserve, protect and insure them for its own account and risk.
6.3 Instalment delivery shall be permitted only with the prior written permission of BNS.
6.4 A packing list must accompany the goods to be delivered by the supplier. On delivery, the supplier must provide a separate packing list per order. The packing list must specify the BNS purchase order number, as well as the relevant article numbers, quantities and descriptions.
6.5 In case of delayed ex-factory date (confirmed date given by the supplier) the supplier will take any measures and costs to deliver the goods as soon as possible at BNS. Extra costs of transport (for example air shipment) will be paid by supplier.
7. BREACH/CANCELLATION OF THE AGREEMENT
7.1 In the case of breach or non-performance by the supplier, the supplier shall be in default without any notice of default being required. The supplier shall be in default by operation of law if the supplier:
a) is declared bankrupt, placed into liquidation, makes an assignment for the benefit of its creditors, shuts down, applies for court protection from creditors (moratorium), or if all or any of the supplier's (operating) assets are seized;
b) dies, is placed under guardianship, if the supplier's assets are placed under fiduciary administration, or if any other circumstance arises as a result of which the supplier loses unrestricted control over its assets;
c) fails to meet any obligation incumbent on the supplier by virtue of the law or an agreement concluded with the purchaser;
d) fails to pay any invoice amount in full within the requisite period;
e) ceases or transfers its business or a material part of its business, including a situation where the supplier's business is contributed to a company, whether existing or yet to be incorporated, or if the supplier changes the objectives or the objects under the articles of association of its business.
7.2 BNS shall be entitled to impose a penalty of 1% per day from the date of default, up to a maximum of
15% of the amount payable by BNS in connection with the supply, which penalty shall be immediately due and payable, without prejudice to the right to claim compensation and the other statutory rights arising out of breach or non-performance.
7.3 In case of circumstances beyond either party's control (force majeure), the obligations of both parties shall be suspended for 2 weeks.
7.4 A party may claim force majeure only if the party in question notifies the other party accordingly in writing as soon as possible, but within 5 working days of the date on which the force majeure event arises, and any claim of force majeure must be accompanied by relevant documentary evidence.
7.5 If the supplier claims that it cannot be held liable for any breach or non-performance and the purchaser accepts such claim, BNS shall nevertheless have the right to cancel the agreement. In that case, the parties shall not claim any compensation from each other.
7.6 If the supplier fails to meet one or more of its obligations under the agreement referred to in Article 7.1, or under any other agreements, in full or on time, BNS shall have the right to cancel the agreement in whole or in part by written notice to the supplier, without any notice of default being required and without court
intervention, in which case BNS shall not be required to pay any compensation. Alternatively, BNS may
suspend its payment obligations, without prejudice to any other rights BNS may have pursuant to the foregoing, including the right of BNS to seek full compensation.
8.1 The supplier warrants that the goods and services meet the agreed standards and specifications.
8.2 The supplier warrants that the goods are complete and ready for use. The supplier shall ensure that all parts, auxiliary materials, accessories, tools, spare parts, user instructions and manuals required to accomplish the purpose stated in writing by the purchaser are included in the delivery, even if not explicitly mentioned.
8.3 The supplier warrants that the goods delivered meet all relevant statutory requirements with respect to quality, environmental compliance, safety, security and health, et cetera.
8.4 If BNS discovers that the goods delivered or the services performed do not fully conform with the supplier's warranties specified in paragraphs 1 to 3 of this article, the supplier shall be in default, unless the supplier is able to prove that it cannot be held liable for the non-conformity.
The minimum warranty period for products originating from the supplier shall be 24 months from the date of sale to the customer by BNS, except as otherwise provided in the agreement.
The supplier and its third-party suppliers shall meet the requirements of the codes of conduct for suppliers as published on www.bns.nl.
8.5 BNS shall be entitled to verify compliance with the (quality) requirements and standards agreed with the
supplier, both during the execution of the order and on delivery.
8.6 If it becomes evident, regardless of the results of any examination, inspection and/or test, that the goods do not meet the provisions of Article 12.1 of this Article, the supplier shall, at BNS's option, repair or replace the goods at its expense upon request, unless BNS wishes to terminate the agreement in accordance with the provisions of Article 7 (Cancellation).
8.7 If BNS states that it opts for repair or replacement, the supplier shall repair or replace the goods delivered within such a reasonable period of the date of the written notice from BNS as BNS shall specify. In urgent cases, and if it may be reasonably assumed, after consultation with the supplier, that the supplier cannot or will not repair or replace the goods, or cannot or will not do so properly or on time, BNS shall have the right to repair or replace them - or to have them repaired or replaced by third parties - for the supplier's account and risk, or to terminate the agreement in accordance with the provisions of Article 7 (Cancellation).
8.8 The supplier is obliged to retrieve the goods delivered, for its account and risk, within 10 working days of the date of the written notice from BNS that the goods have been rejected. If the supplier fails to retrieve the goods delivered and rejected within 10 working days of the date of the written notice, BNS shall have the
right to return the goods to the supplier at the supplier's expense, and BNS shall be entitled to be credited for any goods already invoiced.
8.9 The supplier warrants that date transitions will not cause failures and/or flaws in the functioning of the goods delivered by the supplier.
8.10 Any shortcomings on the part of the supplier that are directly or indirectly related to date transitions shall always be attributed to the supplier.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 The supplier warrants the unrestricted and undisturbed use by BNS of the goods and services delivered. The supplier indemnifies, defends and holds BNS harmless from and against the financial consequences of claims by third parties on account of infringement of their intellectual and industrial property rights.
9.2 The supplier may use the information provided by BNS only in the context of the agreement. Such information is and will remain the property of the purchaser.
9.3 If and to the extent that the products delivered, the services performed and/or the results achieved are
subject to existing intellectual property rights of the supplier, the supplier hereby grants BNS a perpetual licence with respect to those rights, including the right to grant a sub-licence to its customers.
9.4 As far as permitted by law, the supplier shall waive the rights referred to in Section 25 of the Dutch
Copyright Act 1912 (Auteurswet 1912). The supplier shall furnish the source code of the software developed
for BNS within 10 working days of acceptance by BNS of the specific result in accordance with the required specifications.
10.1 The supplier shall be liable for any loss or damage arising in connection with the performance of the obligations under the agreement. Loss or damage shall include both direct and indirect loss or damage, including loss or damage caused by delay in performance and replacement costs. It shall also include consequential loss or damage, loss of profits, unrealized savings and loss or damage due to interruption of business operations.
10.2 The supplier indemnifies the purchaser from and against all financial consequences of claims by third parties in any way related to the performance of its obligations under the agreement.
10.3 The purchaser shall have the right to require the supplier to take out an insurance policy to cover the risks. The supplier is obliged to make the relevant insurance policy available for inspection at the purchaser's request.
10.4 The purchaser shall not be liable for any loss or damage of any nature whatsoever caused by the
supplier's reliance on incorrect and/or incomplete information provided by or on behalf of the supplier.
10.5 The purchaser shall not be liable for any loss or damage caused by improper and/or incompetent use, processing, storage or keeping of goods made available, or by use of the goods made available for purposes other than the agreed purposes or for purposes other than the normal use of the goods.
10.6 The supplier indemnifies, defends and holds BNS harmless from and against claims by third parties in connection with and/or arising out of the order placed or the execution thereof, including claims on account of (alleged) infringement of intellectual and/or industrial property rights of third parties for which BNS is not
liable. Moreover, the supplier indemnifies, defends and holds BNS harmless from and against claims by third parties on account of actions or omissions in violation of any law, statute, decree or regulation on the part of the supplier, its employees or other persons, subcontractors and third-party suppliers directly or indirectly engaged by the supplier.
The supplier shall maintain the confidentiality of the existence, nature and scope of the agreement and shall not disclose any information with respect thereto without the written permission of BNS.
11.2 The parties undertake not to disclose to third parties any product, market, customer and business information relating to the other party, unless such information – i) is already in the public domain other than as a result of violation of this non-disclosure obligation, ii) has been developed autonomously by the other party without using this information, iii) has been lawfully obtained by the other party from a third party which is not bound by a similar non-disclosure obligation, iv) must be disclosed by law, regulation, court order or by order of a regulatory authority.
11.3 The parties undertake to impose the obligations set forth above on individuals assigned by them to execute the agreements concluded between them.
11.4 If the provisions of the preceding Paragraph are not complied with, BNS will impose a penalty of
€ 10,000 on the supplier for each instance of non-compliance, which penalty shall be immediately due and payable. The penalty must be paid by the supplier immediately after BNS has discovered the non- compliance and has notified the supplier accordingly.
12. FORCE MAJEURE
12.1 Neither party shall be required to meet any obligation if it is prevented by force majeure from doing so. For the purposes of these standard terms and conditions of purchase of BNS, force majeure means, without limitation: war, revolution, riots, flooding and any other external factors which the party in question could not reasonably have foreseen and/or prevented.
12.2 In case of force majeure, the performance of the obligations in question and of the obligations relating thereto shall be suspended in full or in part for the duration of the force majeure event in question, without the party invoking force majeure being required to pay any compensation on that account.
12.3 Force majeure shall not include staff shortages, strikes, breach of performance on the part of third parties or subcontractors engaged by the supplier, delays in the supply or unavailability of materials, liquidity and/or solvency problems on the part of the supplier.
12.4 If the party invoking force majeure is permanently unable to perform its obligations as a result of force majeure, or if the force majeure event has continued for more than thirty days, or as soon as it is reasonably
foreseeable that the force majeure event will continue for more than thirty days, BNS may terminate the
agreement by registered letter with immediate effect, either in full or with respect to the affected part (entirely at its sole discretion), without the party invoking force majeure being required to pay any compensation on that account.
13. GOVERNING LAW, DISPUTES AND LANGUAGE
13.1 These T&C and all agreements of which these T&C are an integral part shall be governed by the laws of the Netherlands, and the most recent version of Incoterms 2010 rules shall apply thereto. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
13.2 Any disputes arising between the parties, including matters that are regarded as disputes by only one of the parties, shall be resolved amicably as far as possible.
13.3 If the parties fail to reach agreement, disputes shall be submitted to the jurisdiction of the competent courts in the court district of the Central Netherlands/Utrecht.
13.4 These T&C are available in both Dutch and English. In the event of a discrepancy or difference in interpretation between these versions, the Dutch-language version shall prevail and be binding upon the parties.
CHAPTER B – PROVISIONS APPLYING TO PRODUCTS
In addition to the provisions of Chapter A, the provisions of Chapter B shall apply exclusively to the purchase of products.
14. GENERAL PRODUCT REQUIREMENTS
If and as far as applicable, the products shall in any case:
- function in accordance with and meet in all respects the agreed standards and specifications;
- conform to the specifications set forth in the agreed documentation;
- meet the requirements set by or pursuant to the law;
- have the features and characteristics stated by the supplier;
- be free from flaws in materials, workmanship, manufacture, construction and design;
- be made of sound and new materials and be packaged in environmentally friendly and biodegradable materials;
- not be produced, whether in whole or in part, using child labour, as defined in ILO resolution 182;
- not be older than 3 months at the time of delivery, counted from the date of production;
- bear the CE marking;
- meet the most recent specifications of the BNS network at the time of conclusion of the agreement; and
- be packaged in ESD (Electrostatic Discharge) safe packaging.
Documentation shall be in Dutch, English and German.
- If BNS states that it opts for repair or replacement, the supplier shall repair or replace the goods delivered within such a reasonable period of the date of the written notice from BNS as BNS shall specify. In urgent cases, and if it may be reasonably assumed, after consultation with the supplier, that the supplier cannot or will not repair or replace the goods, or cannot or will not do so properly or on time, BNS shall have the right to repair or replace them - or to have them repaired or replaced by third parties - for the supplier's account and risk, or to terminate the agreement in accordance with the provisions of Article 7 (Cancellation).
- The supplier is obliged to retrieve the goods delivered, for its account and risk, within 10 working days of the date of the written notice from BNS that the goods have been rejected. If the supplier fails to retrieve the goods delivered and rejected within 10 working days of the date of the written notice, BNS shall have the
right to return the goods to the supplier at the supplier's expense, and BNS shall be entitled to be credited for any goods already invoiced.
15. MANUFACTURING AND QUALITY ASSURANCE
15.1 The supplier shall be responsible, both during and after the production process, for testing the products or parts of products that have been produced. A copy of the test report shall be furnished to BNS upon request.
15.2 Where relevant, the supplier shall operate a quality assurance system in agreement with or equivalent to NEN-EN ISO 9001.
16. HARMFUL SUBSTANCES AND/OR PREPARATIONS
16.1 The supplier guarantees that the products meet the requirements set by or pursuant to the law and contain no substances and/or preparations prohibited for the products by or pursuant to the law.
16.2 The supplier also guarantees that the products contain no substances that cannot be processed by a regular means of waste processing. If asked, the supplier shall explain to what degree care for the
environment was taken into account in design and production.
16.3 The supplier shall inform BNS correctly and fully if the products contain substances and/or preparations that are dangerous or harmful to people, property or the environment.
16.4 The supplier shall indicate which parts of the products are eligible for re-use or recycling, other than incineration, at the end of their useful life. At the request of BNS, the supplier shall take back the products at the end of their useful life or pay BNS appropriate compensation with a view to the waste processing/recycling, except as otherwise agreed in writing by the parties.
17. DELIVERY OF PRODUCTS
17.1 BNS shall be entitled to refuse delivery of a shipment (wholly or in part) if it is evident that:
- the shipment does not contain the shipping units indicated on the waybill and the packing list;
- the contents of the shipment or packaging are damaged or otherwise do not conform to the contract; or
- the shipment is not presented for delivery on the agreed date or at the agreed place.
17.2 A shipment shall be deemed to have been delivered at the time when the waybill, or other document used by the supplier as confirmation of receipt, is signed by or on behalf of BNS as acknowledgement of receipt of the shipment.
17.3 The signature acknowledging receipt must be affixed by a BNS employee or an employee of a company that is authorized to take receipt of products on behalf of BNS. The signature must consist of the receiving
employee’s signature, as well as his or her full name in block letters and his or her register number.
18. RISK AND OWNERSHIP
The risk of damage to or loss of the products as well as the ownership of the products shall pass at the time of delivery to the warehouse specified in the purchase order.
19. INSPECTION ON AND AFTER DELIVERY
19.1 BNS shall be entitled to inspect or arrange for the inspection of goods and services at any time during their production, processing and storage and after their delivery for compliance with the requirements set forth in Article 17.
19.2 The supplier shall grant the purchaser or its representative access to the production, processing or storage facilities upon request. The supplier shall cooperate with the inspection free of charge.
19.3 If, due to the supplier's fault, an inspection as referred to in this Article cannot be carried out at the intended time or must be repeated, the costs incurred by the purchaser as a result thereof shall be payable by the supplier.
19.4 If goods delivered and services performed are rejected, the supplier shall repair or replace such goods or correct or re-perform such services within 5 working days. If the supplier fails to fulfil this obligation within the period set in this Article, the purchaser shall be entitled to purchase the necessary goods and services from a third party, or to take measures or have measures taken by a third party, at the supplier's risk and expense.
19.5 If the supplier fails to retrieve the rejected goods and services within 5 days, the purchaser shall have the right to return the goods and services to the supplier at the supplier’s expense.
CHAPTER C – PROVISIONS APPLYING TO SERVICES
In addition to the provisions of Chapter A, the provisions of Chapter C shall apply exclusively to the purchase of services.
20. GENERAL SERVICE REQUIREMENTS
20.1 The supplier guarantees that the services will be performed in accordance with the degree of carefulness, expertise and professionalism that is customary in the supplier’s industry and that the results will satisfy the agreed specifications and/or service descriptions.
20.2 The supplier is not permitted to transfer its obligations under a contract, or any part thereof, to a third party (subcontracting or secondment) without the prior written permission of BNS. Even in the event of written permission, the supplier shall remain responsible for the fulfilment of all obligations by such third parties, including the payment of turnover tax (VAT), wage tax, national insurance contributions and employee insurance contributions. The supplier is obliged to provide BNS upon request with the information necessary in relation to the work performed by such third parties.
20.3 At the request of BNS, the supplier is obliged to cooperate with third parties designated by BNS.
20.4 The supplier shall exclusively provide qualified individuals for the agreed services. Where BNS has justified doubts about the suitability of a particular person, BNS may request that such person be replaced as soon as possible at the supplier’s expense.
21. EVALUATION AND ACCEPTANCE
21.1 The services shall be evaluated and the results shall be accepted on behalf of BNS by individuals and/or departments designated for that purpose. If BNS is of the opinion that the services have not been performed in accordance with the agreed standards and/or if the results are not in agreement with the specifications, BNS shall have the right to reject the services and/or results. Any refusal by BNS must be in writing, stating the reasons for this decision. The supplier shall remedy any errors, omissions and/or shortcomings immediately. All associated costs shall be payable by the supplier.
21.2 Without prejudice to the provisions of Article 17.1, BNS and the supplier may jointly carry out spot checks. The supplier shall remedy any errors, omissions and/or shortcomings emerging from such spot checks immediately. If errors, omissions and/or shortcomings have emerged, the supplier shall also check the previous results and remedy these where necessary.
22. PERFORMANCE OF SERVICES
The services shall be performed at the place and time stated in the purchase order or (if not stated) at BNS’s offices during office hours.
23. RATES AND FEES FOR SERVICES
23.1 Services provided in performance of an agreement shall be billed on the basis of an agreed fixed price, except as otherwise agreed in the agreement. The payment of the price shall include the total compensation for all services performed on the basis of the agreement, including any additional services and/or changes to the services.
23.2 The rates stated in the agreement shall apply for the term of the agreement, except as otherwise agreed.
23.3 The agreed rate shall include all expenses. Travel expenses and travel time shall be eligible for compensation only in case of business travel where the departure and destination points are locations other than the agreed work location and the travel is ordered by BNS.
24. TAXES AND SOCIAL INSURANCE CONTRIBUTIONS
24.1 The supplier shall at all times be and remain responsible and liable for the performance of its obligations under the contract that stem from tax and social security legislation. The supplier shall indemnify BNS from and against any claims in this regard.
24.2 The supplier shall, upon request and within 30 days of the request, submit statements which prove that the supplier has paid turnover tax, wage tax, national insurance contributions and/or employee insurance contributions in a timely manner and in full with respect to the individuals engaged. These statements must be prepared by an RA accountant (chartered accountant), an AA accountant (accounting consultant) or another accountant and be authenticated as original.
24.3 If the supplier fails to submit the statements referred to in Paragraph 2, BNS shall have the right, for as long as this failure persists, to suspend all payments to the supplier pursuant to the contract and to retain the
amount in question until the statements are submitted. In the aforementioned cases, BNS shall not be liable to pay any interest.
24.4 If the supplier, in performing an agreement, uses third parties and/or staff not employed by the supplier, with the prior written permission of BNS, the supplier shall be required to impose identical contractual
obligations on such third parties.
25. NON-COMPETE CLAUSE
The supplier shall ensure that no person provided to BNS by the supplier will be deployed to work for competitors of BNS on assignments that are closely related in terms of content, for a maximum period of 1 year after the termination or cancellation of the agreement, except as otherwise agreed between BNS and the supplier. As and when necessary, the parties shall describe the working area and the competitors to whom the clause is declared applicable as precisely as possible.