Terms & Conditions

General Delivery Conditions of Bakker Flow Services Version 3.0 2025

Bakker Flow Services provides a wide range of customised products and services, primarily for
organisations involved in energy generation.
Bakker Flow Services focuses on delivering products and services with a specific emphasis on the
ongoing energy transition. Through its key categories – Well Test Services, Rental, Engineering &
Project Management and Maintenance & Inspection – it serves a wide range of organisations across
Europe. This is achieved through equipment hire, hire combined with the provision of personnel, and
the offering of full-service solutions.

GENERAL
Article 1. Definitions
In these General Delivery Conditions, the following terms shall have the following meanings, unless
expressly indicated otherwise:
a. “General Delivery Conditions” are the present General Delivery Conditions .
b. “Worker” is the staff member of Bakker Flow Services who, in return for payment, is made
available to the Client and who performs work under the supervision and direction of the
Client, other than pursuant to an employment contract concluded with the latter.
c. “Bakker Flow Services” is the contractor, the limited liability company Bakker Flow Services
B.V., located in Coevorden, at Hulteweg 10 (7741 LE), and all its affiliated companies,
registered with the Chamber of Commerce under number 04040903.
d. “Location” is the place where the Work is performed and/or the Equipment is used.
e. “Equipment” is all goods hired by Bakker Flow Services or used during the performance of the
Work.
f. “Client” is the counterparty to Bakker Flow Services.
g. “Client Group” is the Client and its affiliated companies, as well as their respective directors,
officers, and employees (including agency personnel), but does not include any company,
director, officer, or employee of Bakker Flow Services.
h. “Work” is both contracting work and the performance of services.
i. “Party’ ’Parties’ refers to both Bakker Flow Services and the Client.
j. “Working days” are days worked between 7:30 AM and 4:30 PM on any day of the week,
excluding Saturdays, Sundays, and generally recognised Christian and national holidays.
k. “Working hours” are hours worked between 7:30 AM and 4:30 PM on any day of the week,
excluding Saturdays, Sundays, and generally recognised Christian and national holidays.

Article 2. Applicability
a. These General Delivery Conditions apply to all offers made by Bakker Flow Services,
agreements concluded, and other factual and legal acts performed by Bakker Flow Services.
A copy of these General Delivery Conditions can be downloaded free of charge from the
website https://bakkerflowservices.com/terms-and-conditions/ and will also be sent free of
charge upon request. The applicability of any other terms and conditions is hereby expressly
rejected.
b. These General Delivery Conditions consist of a General Section and several Special
Sections. The General Section applies to all offers made by Bakker Flow Services and
agreements concluded with it.
If the offers or agreements also or exclusively include:
I. the hire of movable property, the provisions of special section I apply in addition to the
general section;
II. the provision of workers, the provisions of special section II apply in addition to the
general section.
III. In the event of a contract for work and/or the performance of services and/or the
delivery of goods, the provisions of special section III apply in addition to the general
section.
General and special provisions may also complement each other, for example, in the case of
hiring and the provision of workers.
c. In the event of a conflict between the special section and the general section, the provisions of
the applicable special section shall prevail. In the event of a conflict between the terms and
conditions set out in the agreement and the General Delivery Conditions , the terms and
conditions set out in the agreement shall prevail.
d. An English translation of these General Delivery conditions is available. In the event of any
dispute regarding the interpretation of these General Delivery conditions, the Dutch text shall
prevail.

Article 3. Offers
a. All offers and/or quotations are non-binding, unless an acceptance period is specified in the
offer or quotation.
b. Unless expressly agreed otherwise in writing, all prices and rates are in euros and exclusive of
VAT.
c. An agreement is only concluded through a written offer from Bakker Flow Services and the
Client’s unambiguous acceptance thereof. The conclusion of an agreement and any
amendments to it are never (solely) dependent on a Purchase Order to be submitted by the
Client.
d. Every offer is based on performance by Bakker Flow Services under normal circumstances
and during normal working hours.
e. Bakker Flow Services bases its offer on the information provided by the Client. The Client is
obligated to provide Bakker Flow Services with the correct information regarding the Work in a
timely and complete manner, including the type of well, working conditions (such as limited
space), documentation, and well parameters such as flow rate, pressure, temperature, annular
pressure, solids, and fluids used. Incorrect or incomplete information may result in delays,
additional costs, or risks for which the Client is liable. The Client guarantees that all
information provided is correct and in accordance with applicable laws and regulations.
f. If Bakker Flow Services’ offer is not accepted, Bakker Flow Services has the right to charge
the Client for all costs incurred in submitting its offer.
g. Unless otherwise agreed in writing, the Client guarantees that all permits, licenses,
exemptions, and other authorisations necessary to perform the Work have been obtained in a
timely manner.
h. Bakker Flow Services is authorised to change its offer or the agreed price if government costs
and/or other factors determining the cost price are increased.

Article 4. Intellectual property
a. Bakker Flow Services retains all intellectual property rights to its offers and all other goods
provided, such as, but not limited to, designs, syllabuses, images, drawings, (test) models,
and software.
b. The rights to the data referred to in paragraph a of this article remain the property of Bakker
Flow Services, regardless of whether the Client has been charged for its production. The data
may not be copied, used, shown to third parties, or used for commercial purposes other than
those for which it was provided, without the prior express written consent of Bakker Flow
Services.

Article 5. Use of artificial intelligence (AI) and data protection
a. The Client guarantees that the use of artificial intelligence (AI) in relation to the goods and
services provided by Bakker Flow Services complies with all applicable laws and regulations,
including the AI Act and the General Data Protection Regulation (GDPR).
b. The Client guarantees that the AI systems used by the Client are secure and respect
fundamental rights, regardless of whether these systems were developed within or outside the
European Union. The Client acknowledges that AI systems are classified into different risk
categories under the AI Act and that, depending on the category an AI system falls into,
stricter, lighter, or no rules may apply. The Client is responsible for a proper assessment and
appropriate measures.
c. The Client may not enter any personally identifiable data, company-sensitive information,
designs, or brand names of Bakker Flow Services into public or unsecured AI systems (such
as ChatGPT, Google Gemini, Microsoft Copilot, or other generative AI tools).
d. Notwithstanding any other provisions in these General Delivery conditions, the Client is fully
responsible for the use of AI and its consequences. Bakker Flow Services cannot be held
liable for any damage or legal consequences arising from the incorrect or unauthorised use of
AI by the Client. The Client indemnifies Bakker Flow Services against all claims, damages, or
costs resulting from the use of AI in violation of this provision.
e. If Bakker Flow Services determines or reasonably suspects that AI is being used in a risky or
unauthorised manner in relation to its products or services, it has the right to take appropriate
measures, such as suspending or terminating the agreement and/or demanding remedial
action.

Article 6. Suspension and cancellation by Bakker Flow Services
a. Bakker Flow Services has the right to suspend the fulfilment of its obligations if it is temporarily
prevented from fulfilling its obligations due to circumstances that were unforeseeable at the
time the agreement was concluded and that are beyond its control.
b. Circumstances not reasonably foreseeable by Bakker Flow Services and beyond its control
include, but are not limited to, the failure of Bakker Flow Services’ suppliers and/or
subcontractors to fulfil their obligations or to do so on time, weather conditions, earthquakes,
epidemics or pandemics, fire, loss or theft of tools, loss of materials to be processed,
roadblocks, strikes or work stoppages, and import or trade restrictions.
c. Bakker Flow Services is no longer authorised to suspend performance if the temporary
inability to perform has lasted more than six months, or if the situation is such that it is
unreasonable to continue performing the agreement. The agreement may then be terminated
for the portion not yet fulfilled. The Parties are not entitled to compensation.

Article 7. Cancellation by the Client
a. Cancellation of a reservation is not possible.
b. An order can only be cancelled in writing.
c. In the event of cancellation up to 48 hours before the start of the initial order, the Client is
liable for the full costs incurred for:
– project-specific investments already made
– costs charged by third parties
– (de)mobilisation of employees and Equipment, such as, but not limited to, order
picking, travel and accommodation expenses, pre-testing, storage, certification, and
transport
– work preparation, such as, but not limited to, engineering, project management,
contract work, and permit applications.
The costs are based on all work related to the initial agreement, including changes made from
the first moment of the request.
d. In the event of full or partial cancellation during the order, or less than 48 hours before the
initial start of the order, the Client is liable to Bakker Flow Services for 100% of the order value
of the portion of the order that was cancelled.

Article 8. Suspension by the Client
a. Suspension of a reservation is not possible. Extension of a reservation is only possible if
Bakker Flow Services has approved this in writing.
b. An order can only be suspended in writing and is valid from the last initial commencement
date of the order notified to Bakker Flow Services. During the suspension, the Client owes
Bakker Flow Services compensation as follows:
I. In the case of hire and service:
– at least 50% of the initial daily price of the Equipment;
– at least 8 working hours per person per shift;
– fixed and flexible ongoing costs, such as, but not limited to, (de)mobilisation of
employees and Equipment, hiring, travel and accommodation expenses, storage,
ongoing or new permits;
– costs charged by third parties.
II. In the case of delivery of goods and contracting of work:
– fixed and flexible ongoing costs, such as, but not limited to, (de)mobilisation of
employees and Equipment, hiring, travel and accommodation expenses, storage,
ongoing or new permits;
– at least 50% of the intended working hours;
– costs charged by third parties.
c. Without prejudice to other provisions of these General Delivery Conditions, suspension is only
possible under the following conditions:
– suspension by the Client takes effect after a waiting period of 48 hours following the
announcement of the suspension;
– as soon as the Client has information based on which it expects or can expect that a
suspension is imminent, it must immediately inform Bakker Flow Services thereof.
Failing to do so, the Client will be in default by operation of law;
– as soon as the Equipment or the employee(s) made available by Bakker Flow
Services are deployed again, the suspension will be terminated immediately;
– the possibility of suspension can only be based on unforeseen circumstances at the
time the agreement is concluded;
– when a period of suspension has started and work is to be resumed, the Client must
notify Bakker Flow Services of this as soon as possible, but no less than 10 Working
Days prior to the resumption of work;
– resumption of work is subject to availability;
– delivery of goods will be extended by the duration of the suspension and is subject to
availability.
d. As soon as the duration of the suspension exceeds the duration of the initial order, the order is
automatically cancelled. Article 6 applies.
e. Bakker Flow Services has the right to charge the Client for changes to the initial order and the
costs of (additional) work preparation resulting from the suspension as additional work.

Article 9. Force majeure
a. The Parties are not liable to each other if and to the extent that performance is delayed or
temporarily prevented by a force majeure event.
b. Force majeure shall be deemed to include only the following events:
– Riot, war, invasion, acts of foreign enemies, hostilities (regardless of whether war is
officially declared), terrorist acts, civil war, rebellion, revolution, uprising, or military
takeover;
– Ionizing radiation or contamination by radioactivity from nuclear fuel or nuclear waste
resulting from the combustion of nuclear fuel, or the radioactive, toxic, explosive, or
other hazardous properties of a nuclear explosive composition or any nuclear
component thereof;
– Pressure waves caused by aircraft or other aerial vehicles traveling at sonic or
supersonic speeds;
– Earthquakes, floods, fires, explosions, and/or other natural physical disasters,
excluding weather conditions as such, regardless of their severity;
– Strikes at a national or regional level or industrial disputes at a national or regional
level, or strikes or industrial disputes involving workers not employed by the affected
party, its subcontractors, or its suppliers, that affect a significant or essential part of
the operations;
– Maritime or aviation accidents;
– Amendments to any general or local law, regulation, decree, or other statutory
provision, or the introduction of such a law, regulation, decree, or provision by a
competent authority.
c. In the event of force majeure, the party prevented from performing must notify the other party
without delay, providing full details of the situation, and make every reasonable effort to
remedy the situation without delay.
d. Unless expressly stated otherwise, no payments of any kind will be made in connection with a
force majeure event.
e. Following notification of a force majeure situation in accordance with paragraph c, the Parties
shall meet without delay to jointly agree on an acceptable approach to mitigate the impact of
the situation as much as possible.

Article 10. Liability, indemnification, and damages
a. Bakker Flow Services is responsible for and will indemnify and hold the Client harmless
against all claims, losses, damages, costs (including legal fees), expenses, and liabilities
relating to:
I. Loss of or damage to Bakker Flow Services’ property arising out of or related to the
performance of the Agreement.
II. Personal injury, including death or illness, of persons employed by Bakker Flow
Services arising out of or related to the performance of the Agreement.
III. Personal injury, including death or illness, or loss of or damage to the property of a
third party, to the extent that such injury, loss, or damage is caused by the negligence
or breach of Bakker Flow Services’ duty of care (statutory or otherwise). For the
purposes of this Clause, “third party” means any party that is not a member of the
Client Group or Bakker Flow Services.
b. Article 10, paragraph a do not apply:
– to goods leased by Bakker Flow Services to the Client Group, or otherwise brought
under the Client Group’s supervision;
– to damage and injury, including death, caused by a vehicle subject to motor vehicle
liability (WAM).
c. The Client is responsible for and will indemnify, defend, and hold Bakker Flow Services
harmless against all claims, losses, damages, costs (including legal fees), expenses, and
liabilities relating to:
I. Loss of or damage to the Client Group’s goods, arising from or related to the
performance of the Agreement.
II. Personal injury, including death or illness, of persons employed by the Client Group,
arising from or related to the performance of the Agreement.
III. Personal injury, including death or illness, or loss of or damage to the goods of a third
party, to the extent that such injury, loss, or damage is caused by negligence or a
breach of the Client Group’s duty of care (statutory or otherwise). For the purposes of
this Clause, “third party” means any party that is not a member of Bakker Flow
Services or the Client Group.
IV. Loss of or damage to permanent oil and gas production facilities and pipelines of third
parties and resulting damages.
d. Notwithstanding any other provision in these General Delivery Conditions, the Client shall
indemnify, defend, and hold harmless Bakker Flow Services against any claim of any nature
whatsoever arising from pollution and/or contamination, including but not limited to pollution or
contamination arising from the reservoir and/or from any Equipment or property of the Client
Group or Bakker Flow Services.
e. Notwithstanding any other provision in these General Delivery Conditions, Bakker Flow
Services will indemnify, defend, and hold harmless the Client Group from any claim, of any
nature whatsoever, arising from contamination arising from or related to the performance of
the Agreement when:
– such contamination occurs on the premises of Bakker Flow Services;
– such contamination originates from goods or equipment of Bakker Flow Services while
these are on the transport arranged by Bakker Flow Services between the premises of
Bakker Flow Services and the Location; or
– to the extent that any negligence or breach of duty of care (statutory or otherwise) of
Bakker Flow Services is the cause and such contamination originates from goods or
equipment of Bakker Flow Services while these are on the Location above the rotary
table or above the bottom of the vessel on which the work is being performed,
whichever is higher, or contamination originates from goods or equipment of Bakker
Flow Services while these are on the transport arranged by the Client Group.
f. The Client shall indemnify Bakker Flow Services for any loss or damage to Bakker Flow
Services’ property, materials, or equipment that occurs while it is located below the rotary
table, unless the damage is caused by Bakker Flow Services’ negligence or breach of
contract.
g. If Bakker Flow Services can demonstrate that Bakker Flow Services’ equipment, other than
that located downhole, has suffered abnormal damage due to corrosion, erosion, or wear and
tear directly resulting from the nature of the drill cuttings, Bakker Flow Services will be
reimbursed for the cost of repairing or replacing the damaged equipment.
h. The Client shall indemnify, defend, and hold Bakker Flow Services harmless from and against
all claims, losses, damages, costs (including legal fees), expenses, and liabilities arising from:
– loss of or damage to a wellbore or borehole;
– blowout, fire, explosion, cratering, or any other uncontrollable well condition (including
the costs of controlling a wild well and removing debris); and
– damage to a reservoir, geological formation, or subsurface strata, or the loss of oil or
gas therefrom.
i. If Bakker Flow Services is liable under this agreement, Bakker Flow Services ‘s liability will be
limited to a maximum of €5,000,000 per incident/event, or per series of damages arising from
the same cause. The Client will indemnify, defend, and hold Bakker Flow Services harmless
for all amounts in excess of this limit.
j. Neither party will be liable to the other for any indirect or consequential damages, including but
not limited to loss of profit, income, time, production, or loss of contracts, regardless of
whether such damages arise from breach of contract, tort (including negligence), or any other
legal basis. This does not apply to loss of hire income or missed hire payments by Bakker
Flow Services.

Article 11. Payment
a. Unless otherwise agreed in writing, the Client is obligated to pay the amounts due within 30
(thirty) days of the invoice date, to the bank account specified by Bakker Flow Services in the
currency stated on the invoice.
b. If the payment term is exceeded, Bakker Flow Services is entitled to charge default interest on
the outstanding amount from the due date until the date of full payment. The default interest
rate is 1.5% per month.
c. Regardless of the agreed payment terms, the Client is obligated to provide Bakker Flow
Services with sufficient security for payment, at its sole discretion. If the Client fails to comply
within the specified period, it will immediately be in default. In that case, Bakker Flow Services
has the right to terminate the agreement and recover its damages from the Client.
d. The Client is not permitted to offset amounts or suspend payments.
e. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the Client,
Bakker Flow Services’ claims against the Client are immediately due and payable.
f. If payment has not been made within the agreed payment term, the Client owes Bakker Flow
Services all extrajudicial costs. These costs will be calculated in accordance with the collection
rates of the Dutch Bar Association, with a minimum of €500. If the actual extrajudicial costs
incurred are higher, the actual costs incurred will be due.
g. If Bakker Flow Services is wholly or partially successful in legal proceedings, all costs incurred
in connection with these proceedings will be borne by the Client.

Article 12. Complaints
The Client may no longer invoke a defect in the Performance if it has not submitted a written
complaint to Bakker Flow Services immediately, and in any event within 14 days after
discovering, or reasonably ought to have discovered, the defect.

Article 13. Outsourcing
Unless otherwise agreed, Bakker Flow Services is at all times permitted to have the
agreement performed in whole or in part by subcontractors and/or third parties.

Article 14. Applicable law and choice of forum
a. Dutch law applies to every agreement between Bakker Flow Services and the Client.
b. The Vienna Sales Convention 1980 is excluded, as well as any other international regulation
the exclusion of which is permitted.
c. All disputes arising from the agreement or subsequent agreements resulting from it will be
submitted to the competent court in the district where Bakker Flow Services is established.
d. Unless the Parties agree otherwise, the proceedings will be conducted in the Dutch language.

Article 15. Miscellaneous
a. A Dutch version of these General Delivery Conditions is available. In the event of any
dispute regarding the interpretation of these General Delivery Conditions, the Dutch text shall
prevail.
b. If one or more provisions of these General Delivery Conditions are null and void or annulled at
any time, in whole or in part, the remaining provisions contained in these General Delivery
Conditions shall remain in full force and effect. In such a case, the Parties will consult with
each other to agree on new provisions to replace the void or annulled provisions, whereby the
purpose and intent of the original provisions will be pursued as closely as possible.

SPECIAL SECTION I, HIRE OF EQUIPMENT

Article 16. Hire period
a. The hire shall be for a fixed or indefinite period.
b. The hire period commences from the agreed delivery date, or from the date on which the
Equipment is made available to the Client, whichever occurs first.
c. The hire period ends upon the expiration of the agreed date, or, if later, on the date on which
the Equipment has been returned in its entirety to Bakker Flow Services.
d. If the Equipment is returned damaged, soiled and/or contaminated, the hire period shall end
once the Equipment has been restored, in the opinion of Bakker Flow Services, to a condition
comparable to that at the commencement of the hire period, subject to normal wear and tear.
e. Saturdays, Sundays, public holidays and other non-working days shall be included in the hire
period. Unless otherwise agreed, any part of a day shall be counted as a full day.
f. If the Equipment cannot be made available to the Client on the agreed date or for the entire
hire period, Bakker Flow Services shall use all reasonable efforts to provide the Client with
substitute Equipment. If Bakker Flow Services fails to do so, the hire agreement shall be
automatically terminated. In that case, any liability of Bakker Flow Services shall be limited to
payment to the Client of an amount equal to the hire price for the period prior to termination
during which the Client was unable to use the Equipment.
g. In consultation with Bakker Flow Services, it is possible to reserve Equipment for hire during a
specified period. The Client shall then be obliged to hire the Equipment for the agreed period.

Article 17. Hire price and costs
a. The hire of the Equipment shall constitute a bare hire. The Client shall bear and be
responsible for all costs relating to unloading, transport, insurance premiums, levies, fines and
penalties, consumables, daily maintenance and repairs, renewals, and replacements not
resulting from normal use or wear and tear.
b. The Client shall also bear the costs associated with assembly and disassembly, inspection,
and cleaning.
c. If the Equipment is returned prior to the expiry of the agreed hire period, the hire price for the
entire agreed hire period shall nonetheless remain payable.
d. Equipment with an internal combustion engine and/or fuel tanks shall be delivered with full
tanks, and the fuel consumed shall be charged upon return of the Equipment.

Article 18. Delivery and transport
a. The times agreed with Bakker Flow Services, at which Bakker Flow Services must deliver the
Equipment or the Client can collect the Equipment, are indicative and not final deadlines.
b. The Incoterms declared applicable under Article 31 paragraph a shall, by analogy with
contracts of sale, also apply to hire agreements, meaning that delivery shall take place: loaded
and secured on the means of transport, with the carrier having signed the consignment note
acknowledging receipt of the goods at the agreed place of delivery. Partial delivery is
permitted. Transport to and from the place of delivery, including loading and unloading there,
shall therefore be at the Client’s risk and expense.
c. The Client is not permitted to forward the goods, or have them forwarded, to a location outside
the EU in the name of Bakker Flow Services. Notwithstanding other provisions in these
General Delivery Conditions , the Client shall fully indemnify and hold Bakker Flow Services
harmless for all damages and costs resulting from the transit of goods to a location outside the
EU in the name of Bakker Flow Services.
d. The Client must provide Bakker Flow Services immediately and upon first request with all
information and documents regarding the location of the goods.
e. Notwithstanding any other provisions, Bakker Flow Services shall not be liable, and the Client
shall indemnify Bakker Flow Services against any fines or damages resulting from mandatory
insurance in a particular country.
f. Notwithstanding the provisions of the preceding paragraphs, the Parties may agree that
Bakker Flow Services shall arrange for the transport of the Equipment. Such an agreement
shall be deemed a transport agreement. Under no circumstances shall Bakker Flow Services
act as a carrier, but rather as a forwarder. The risk of storage, loading, transport, and
unloading shall also rest with the Client in such cases. Without express request, Bakker Flow
Services shall not arrange for the obtaining of any necessary permits from the competent
authorities for road transport to and from the Location specified by the Client.

Article 19. Examination, inspection and condition
a. Bakker Flow Services undertakes to provide the Equipment in its entirety and in a good, well-maintained condition.
b. Upon delivery, the Client is obligated to immediately inspect and examine the Equipment to
determine whether the quality and quantity correspond to what was agreed. If the Equipment
is delivered without the Client notifying Bakker Flow Services of any written reservations upon
or immediately after acceptance of the Equipment, the Equipment is deemed to have been
delivered in its entirety and in a good, well-maintained condition.
c. Once an item of Equipment is under the Client’s supervision, the Client guarantees that it will
at all times provide Bakker Flow Services with the opportunity to inspect or replace the
Equipment, as soon as Bakker Flow Services itself, or a certifying and testing institution
designated by the Minister, requires this. It is the Client’s responsibility to determine when
inspection and/or replacement is required and to notify Bakker Flow Services of this in a timely
manner—at least three months prior to the necessary inspection or replacement.
d. All costs associated with the inspection and testing shall be borne by the Client.
e. Regardless of other provisions of these General Delivery Conditions, the Client is fully liable
and indemnifies Bakker Flow Services against all consequences, loss, damage, and/or costs
arising during the inspection and/or replacement and if the inspection and/or replacement of
the Equipment could not take place in a timely manner.
f. The provisions of this article also apply if the Equipment acquired by the Client has under its
supervision become part of another item, or if the Equipment is located in such a place that
inspection and/or replacement is practically impossible in all reasonableness, for example, if
the Equipment is located offshore.

Article 20. Temporary or permanent replacement
a. Bakker Flow Services reserves the right to replace the Equipment temporarily or permanently
with equivalent Equipment during the hire period if Bakker Flow Services deems this
necessary or desirable.
b. The Client is not entitled to terminate the Agreement, suspend payment, or claim damages or
costs as a result of the replacement of the Equipment.

Article 21. Use, maintenance, and inspection
a. The Client shall, during the hire period, manage the Equipment at its own expense and risk as
a prudent hirer and maintain it in proper and commercially usable condition. This means,
among other things, that the Client:
– will use the Equipment exclusively within the framework of all applicable (legal)
provisions and for the purpose for which the Equipment was hired and is inherently
suitable;
– will use the Equipment in accordance with the operating, handling, and safety
regulations;
– will only allow the Equipment to be used by persons who are sufficiently qualified
and/or certified to do so;
– ensures the Equipment is not used outside the Location specified in the agreement;
– is obligated to manage the Equipment as recognisable property of, or made available
by, Bakker Flow Services. The Client is prohibited from removing any existing
(ownership) markings;
– will take all reasonable measures to prevent damage to and loss of the Equipment;
– will continuously inspect the Equipment for proper functioning and perform daily
maintenance.
b. In the event of any defect or damage to, or caused by, the Equipment, the Client must
immediately notify Bakker Flow Services in writing.
c. Repairs may only be carried out with the express prior permission of Bakker Flow Services
and must be carried out by qualified personnel. Parts required for daily maintenance or repairs
must be obtained from Bakker Flow Services or companies designated by Bakker Flow
Services.
d. Repairs, renovations, and replacements not resulting from normal use or wear and tear are
the Client’s responsibility.
e. The Client agrees to make the Equipment available for inspection at Bakker Flow Services’
request. The Client grants Bakker Flow Services prior permission to enter the Client’s
buildings and grounds for the purpose of inspecting or retrieving the Equipment.
f. The Client will make the Equipment available to Bakker Flow Services at all times during
maintenance work.
g. If damage or other defects attributable to the Client are found during inspection, the Client will
be responsible for the inspection costs.

Article 22. Liability for hire of movable property
a. During the hire period, the Client is liable for all damage, loss, destruction, contamination, and
theft of the Equipment.
b. The Client fully indemnifies Bakker Flow Services against claims for damages from the Client
or third parties relating to (the use of) the Equipment.
c. The Client is liable for all damage resulting from contamination of the Equipment, including,
but not limited to, additional cleaning costs, removal, and cleanup of contamination or pollution
in the soil and/or groundwater, regardless of how and by whom it was caused.

Article 23. Termination and return
a. If the agreement has been entered into for an indefinite period, it can be terminated by written
notice, with a notice period of at least 10 working days, unless otherwise agreed.
b. The Customer is obliged to return the Equipment, no later than at the end of the hire period, in
the same condition as at the commencement of the hire (save for normal wear and tear) and
fully cleaned.
c. In the event of a dispute regarding the condition of the Equipment, the Client is responsible for
proving that the Equipment was returned in good condition.
d. The Client undertakes to notify Bakker Flow Services at least two working days before
returning the Equipment, indicating the place and time of return.
e. If the Parties have agreed that Bakker Flow Services will collect the Equipment from the Client
at the end of the hire period, the Client must notify Bakker Flow Services at least three
working days before the end of the hire period that the Equipment is ready for collection.
f. If the hire period expires without Bakker Flow Services regaining possession of the
Equipment, Bakker Flow Services is entitled to immediately repossess the Equipment. The
obligations arising from the agreement remain in force until the Equipment is returned to
Bakker Flow Services, without prejudice to the Client’s obligation to compensate Bakker Flow
Services for any damages suffered.
g. If, in Bakker Flow Services’ opinion, the Equipment is not clean upon return, Bakker Flow
Services is entitled to clean the Equipment at the Client’s expense.
h. Bakker Flow Services is authorised to refuse to accept the Equipment upon return if
contamination or pollution is detected and to forward it, at the Client’s expense, to a location
and/or site to be determined in consultation.
i. If the Client has had Equipment contaminated with hazardous substances, such as, but not
limited to:
– radioactive waste of natural origin (NORM)
– mercury
– benzine
– oil-based mud
cleaned prior to return, the Client is obligated to provide a certificate of cleaning upon first
request.

Article 24. Ownership of the Equipment
a. The Client may only acquire ownership of an item through legal transfer. Until that time,
ownership of the Equipment remains solely with the owner, namely Bakker Flow Services, its
suppliers, or its subcontractors.
b. Everything mounted or affixed to the Equipment by or on behalf of the Client becomes the
property of the owner of the Equipment.
c. The Client is not authorised to alienate, pledge, or otherwise encumber the Equipment.
d. The Client is not authorised to sublease or allow third parties to use the Equipment (or to grant
them joint use) without the express prior consent of Bakker Flow Services.
e. The Client is obligated to demonstrate to third parties, such as attaching creditors, Bakker
Flow Services’ ownership of the Equipment. If third parties seize any Equipment or wish to
establish or assert rights thereto, the Client is obligated to inform Bakker Flow Services
thereof without delay.

SPECIAL SECTION II, PROVISION OF WORKERS

Article 25. Provision
a. Before the start of the order, the Client shall provide Bakker Flow Services with an accurate
description of the position, job requirements, working hours, working time, duties, workplace,
working conditions, and the intended duration of the order.
b. Bakker Flow Services reserves the right to replace the Worker with another equally qualified
Worker at its own expense at any time.

Article 26. Working hours and working times
a. The Client’s working hours shall apply to the Worker unless the Parties agree otherwise.
b. The Client guarantees that the working hours and the rest and working times of the Worker
comply with the statutory requirements. The Client indemnifies Bakker Flow Services, as
employer, against any liability in this regard.

Article 27. Proper exercise of management and supervision
a. The Client shall conduct itself towards the Worker with the same due care as it is obligated to
conduct itself towards its own employees.
b. The Client is not permitted to in turn “second” the Worker to a third party; that is, to make the
Worker available to a third party to perform work under the supervision or direction of that third
party. For the purposes of this clause, “secondment” shall also include making the Worker
available to any (legal) entity with which the Customer is affiliated within a group (corporate
group).
c. Employment of the Worker abroad by a Client established in the Netherlands is only possible
under the strict management and supervision of the Client and for a fixed period, if this has
been agreed in writing with Bakker Flow Services and the Worker has consented to this in
writing. The Client shall ensure that all legal obligations are met. The Client indemnifies
Bakker Flow Services against any liability in this regard.

Article 28. Responsibility, liability, and insurance
a. Without prejudice to other provisions in these General Delivery Conditions, the provisions of
this article apply with regard to liability.
b. The Client declares that it is considered an employer under the Working Conditions Act.
c. The personnel made available will work under the management, supervision, and
responsibility of the Client. The Client will provide the necessary instructions and fulfil the
obligations arising from Articles 7:611 and 7:658 of the Dutch Civil Code, the Working
Conditions Act, and all related regulations regarding workplace safety and good working
conditions in general.
d. The Client will compensate the Worker for any damage suffered during the performance of the
work and pursuant to Articles 7:611 and 7:658 of the Dutch Civil Code. The Client indemnifies
Bakker Flow Services against any liability in this regard.
e. If Bakker Flow Services is obligated to continue paying wages and supplements in the event
of illness, and that illness is the result of the Client’s failure to comply with the obligations
referred to in Articles 7:611 and 7:658 of the Dutch Civil Code, the Client is obligated to
compensate Bakker Flow Services for these damages, or at least to indemnify Bakker Flow
Services in this regard. The indemnity includes, among other things, all costs resulting from
the obligation to continue paying wages, supplements, and all other costs, such as
reintegration costs.
f. The Client will insure and maintain liability for damage resulting from errors made by the
Worker in accordance with the provisions of Article 6:170 of the Dutch Civil Code. The Client
indemnifies Bakker Flow Services in this regard.

Article 29. Duration and termination of the agreement
a. The Client is entitled to terminate the agreement prematurely but will continue to pay the
agreed fee for the provision of services until the end of the originally agreed period. This
amount is based on the expected work pattern of the Worker.
b. If the Client wishes to terminate the provision of services while no agreement has been made
regarding the duration of the agreement, a notice period of one month applies.
c. If the reason for termination is a dispute with the Worker or a conflict, the Client must notify
Bakker Flow Services in a timely manner. Bakker Flow Services will then investigate whether
the dispute or conflict can be resolved. The Client must always make every effort to prevent
and resolve a dispute.

Article 30. Entering into a (direct) employment relationship by the Client with the Worker
a. If the Client wishes to enter into a direct employment contract or other type of employment
relationship with the Worker, it shall immediately notify Bakker Flow Services in writing. The
Parties shall then consult with each other to discuss the Client’s wishes. The basic principle is
that the Client owes Bakker Flow Services a reasonable fee for the services provided by
Bakker Flow Services in connection with the provision, recruitment, and/or training of the
Worker, in accordance with the provisions of Article 9a, paragraph 2, of the Waadi (Labour
Market Act) and other relevant laws and regulations insofar as these have entered into force in
the Netherlands.
b. A different type of employment relationship as referred to in this article includes, among other
things:
– appointment as a civil servant;
– contracting for services;
– contracting work;
– having the Worker made available to the Client by a third party for the same or
different work.
c. The Client will not enter into an employment contract directly with the Worker unless the Client
has validly terminated the Agreement with Bakker Flow Services. The provisions of Article 28
remain fully applicable.
d. The Client is prohibited from inducing the Worker to enter into an employment contract or any
other type of employment relationship with another company with the intention of hiring the
Worker through this other company.

SPECIAL SECTION III, CONTRACTING WORK, SERVICES AND DELIVERY OF GOODS

Article 31. Prices and rates
a. The prices and rates stated in the offer for the delivery of goods are based on Delivery FCA-A
(Free Carrier), in accordance with Incoterms 2020, unless the Parties agree otherwise in
writing. The Client is obligated to provide Bakker Flow Services with a commercial document,
such as a consignment note or a bill of lading.
b. Notwithstanding the provisions of the previous paragraph, the Parties may agree that Bakker
Flow Services will arrange for the transport. Such an agreement is considered a transport
agreement. Under no circumstances does Bakker Flow Services act as a carrier, but rather as
a forwarder. The risk of storage, loading, transport, and unloading also rests with the Client in
that case.
c. The price of the Work does not include:
– the costs of groundwork and/or other construction work;
– the costs of removing materials, building materials, or waste;
– the costs of preventing or limiting damage to items present on or near the Work;
– the costs of horizontal and vertical transport at the Location.
d. Bakker Flow Services will charge for hours worked at the agreed hourly rate. Travel and
waiting time are billed as working hours.
e. Bakker Flow Services may pass on any increase in cost-determining factors arising after the
conclusion of the agreement to the Client if the agreement has not yet been fulfilled at the time
of the increase.

Article 32. Transfer of risk
The risk of the goods passes to the Client at the time and in accordance with the provisions of
the agreed Incoterms delivery category, but in any case at the time the goods are legally
and/or physically delivered to the Client and are thus placed under the control of the Client or
a third party designated by the Client.

Article 33. Retention of title and right of pledge
a. All goods delivered by Bakker Flow Services remain the property of Bakker Flow Services until
the Client has fully fulfilled all obligations under the agreement.
b. The Client is not authorised to pledge or otherwise encumber the goods subject to the
retention of title.
c. If third parties levy attachment on the goods delivered under retention of title, or seek to
establish or assert rights thereon, the Client is obliged to inform Bakker Flow Services as soon
as can reasonably be expected.
d. In the event that Bakker Flow Services wishes to exercise its ownership rights, the Client
hereby grants Bakker Flow Services, or any third parties designated by it, unconditional and
irrevocable permission to enter all premises where Bakker Flow Services’ goods are located
and to repossess such goods.
e. If Bakker Flow Services is unable to rely on its retention of title because the delivered goods
have been mixed, transformed or incorporated, the Client shall be obliged to pledge the newly
formed goods to Bakker Flow Services.

Article 34. Uncollected goods
If goods have not been collected after the final delivery date has passed, they will remain at
the Client’s disposal. Uncollected goods will be stored at the Client’s expense and risk. Bakker
Flow Services may always invoke the authority under Article 6:90 of the Dutch Civil Code.

Article 35. Delivery time and additional work
a. The delivery time and/or execution period stated in the offer are approximate by Bakker Flow
Services. A specified delivery time or execution period is therefore never a strict deadline.
b. When providing the delivery time and/or execution period, the Client guarantees that Bakker
Flow Services can execute the order under the circumstances known to Bakker Flow Services
at that time.
c. The delivery time and/or execution period only commences when agreement has been
reached on all technical details, such as:
– all necessary data are in Bakker Flow Services’ possession
– final, approved drawings are in Bakker Flow Services’ possession
– the agreed (partial) payment has been received and
– the necessary conditions for the execution of the agreement have been met.
d. If circumstances exist other than those known to Bakker Flow Services when it determined the
delivery time and/or execution period, Bakker Flow Services may extend the delivery time
and/or execution period by the time required to complete the order under these
circumstances. If the work cannot be accommodated in Bakker Flow Services’ schedule, it will
be carried out as soon as its schedule permits.
e. If additional work is required, the delivery time and/or execution period will be extended by the
time required to supply the materials and components for this and to carry out the additional
work. If the additional work cannot be accommodated in Bakker Flow Services’ schedule, the
work will be carried out as soon as the schedule permits.
f. If Bakker Flow Services suspends its obligations, the delivery time and/or execution period will
be extended by the duration of the suspension. If continuation of the work cannot be
accommodated in Bakker Flow Services’ schedule, the work will be carried out as soon as the
schedule permits.
g. Exceeding the agreed delivery time and/or implementation period does not under any
circumstances entitle the Client to compensation, unless this has been agreed in writing.

Article 36. Execution of the Work
a. Without prejudice to other provisions in these General Delivery Conditions, the provisions of
this article apply with regard to liability.
b. The Client guarantees that:
– all permits, licenses, exemptions, and all other authorisations necessary to perform
the Work have been obtained in a timely manner;
– all necessary safety measures have been taken at the commencement of the Work
and will be maintained throughout the Work. The Client must ensure safe and healthy
working conditions for Bakker Flow Services personnel, as required by or pursuant to
the Working Conditions Act and/or any other relevant national or international
regulation, for the employer and/or the Location;
– such measures have been taken to protect Bakker Flow Services personnel and
Equipment as the Client would take for its own personnel and equipment;
– the situation of the site at the designated Location is such that Bakker Flow Services’
Equipment can be properly and safely assembled, disassembled, delivered, removed,
and installed;
– the access roads to the Location, or wherever the Equipment and/or materials are to
be delivered, are suitable for Bakker Flow Services’ transport vehicles;
– the equipment and/or materials to be provided by the Client are present and are made
available to Bakker Flow Services in the immediate vicinity of the work currently being
performed;
– there are connections for water, lighting, and electricity with sufficient capacity;
– there is sufficient lockable and dry storage space for machine parts and/or Equipment;
– suitable facilities or other amenities, such as toilets and washing facilities, are
available at the Location for Bakker Flow Services’ personnel and any other persons
employed by Bakker Flow Services for the work, all to the satisfaction of Bakker Flow
Services and in accordance with the Working Conditions Act;
– resources such as scaffolding, lifting and hoisting equipment, and consumables such
as diesel fuel and lubricants are available;
– cables, pipes, wires, tubes, etc. are reported to Bakker Flow Services in writing and in
a timely manner prior to commencement of the Work. It is expressly emphasised that
these cables, pipes, etc., must be clearly and correctly indicated on site, using
drawings;
c. If, despite the precautionary measures mentioned in paragraph b of this article, Bakker Flow
Services is nevertheless held accountable for a violation of the rules, the Client is obligated to
indemnify Bakker Flow Services against any resulting costs, including but not limited to costs
arising from any sanctions, damages, and/or instructions from, for example, the Labor
Inspectorate.
d. If unworkable conditions, including inclement weather, occur, resulting in unworkable working
days, Bakker Flow Services’ delivery time and/or execution period will be extended by the
resulting delay.
I. Unworkable conditions include, but are not limited to, all circumstances, including
inclement weather (such as precipitation, wind, and frost), that cause an (unsafe)
unworkable situation to arise.
II. Unworkable working days include working days, or parts of working days, on which,
due to circumstances beyond Bakker Flow Services’ control, the majority of the
employed persons or machines could not work.
e. If Equipment provided by the Client is used in the execution of the order, the Client guarantees
to ensure adequate insurance. Adequate insurance is defined as: comprehensive goods
insurance or comprehensive insurance that fully covers damage to the Equipment itself. Thirdparty liability insurance (WA(M)) and work risk insurance (WW) that fully covers damage
caused by or with the Equipment. And SVI or equivalent insurance that provides coverage for
damage or injury to the person operating the Equipment. This insurance provides coverage
during activities for which the agreement with Bakker Flow Services has been concluded.
Bakker Flow Services is considered the insured party in the policy. Both the Client and its
insurer guarantee to fully indemnify Bakker Flow Services against all damages and claims
resulting from damage to, with, or by the Equipment. If the Client acts as a lessor under the
agreement, the conditions under this article apply in full, with the Client being referred to as
the “lessor” and Bakker Flow Services as the “lessee/contractor.” Mutatis Mutandis.
f. The Client warrants that the Equipment referred to in paragraph e of this article complies with
the government-mandated safety requirements.
g. If the Client fails to fulfil its obligations as described in the previous paragraphs, the work will
be suspended until the Client fulfils its obligations. The work will be carried out as soon as
Bakker Flow Services’ schedule permits. In addition, the Client is liable for all resulting
damages for Bakker Flow Services.

Article 37. Completion of the Work
a. The Work is considered completed when:
– The Client has approved the Work in whole or in part;
– The Client has put the Work into use. If the Client puts part of the Work into use, that
part is considered completed;
– Bakker Flow Services has notified the Client in writing that the Work has been
completed and the Client has not indicated within 14 days whether the Work has been
approved;
– The Client does not approve the Work based on minor defects or missing parts that
can be repaired or supplied within a reasonable period and that do not prevent the
Work from being put into use.
b. If the Client does not approve the Work after completion, they are obligated to notify Bakker
Flow Services in writing within 14 days, stating the reasons. In that case, they will allow
Bakker Flow Services to redeliver the rejected parts of the Work. The provisions of this article
will then apply again