Who can be held liable in the chain?

Each link above the defaulting (sub)contractor can be held liable up the chain, so a principal may be addressed for wages and taxes a sub-subcontractor failed to pay.

How can a contractor reduce this risk?

By screening counterparties, using a blocked G-account for wage-tax portions, agreeing chain clauses, and keeping records that support a discharge of liability.

Does chain liability apply to every industry or only construction?

The tax chain liability rules of articles 34 to 35 of the Collection Act 1990 apply to any business that hires workers via contractors, not only construction. The wage chain liability rules of article 7:616a BW are similarly broad. Construction is the most prominent sector but logistics, staffing and cleaning are equally exposed.

What is a G-account and how does it reduce exposure?

A G-account (geblokkeerde rekening) is a blocked bank account held by the contractor, into which the client pays the portion of the invoice covering wage taxes. Funds in the G-account can only be used to pay the tax authority, which protects the client from chain liability for that amount.

Can a main contractor be disculpated if it took sufficient precautions?

Under the tax chain liability rules, a main contractor can invoke disculpation (vrijwaring) if it can show it took all reasonable steps to prevent the default, such as thorough screening and verified use of a G-account. The burden of proof rests on the party invoking disculpation.

Supply chain liability

A principal's liability for wages and taxes that contractors and subcontractors fail to pay.

Definição

Supply chain liability makes a principal or main contractor jointly liable for wage and tax obligations that lower-tier contractors and subcontractors fail to meet. Dutch law combines the wage chain liability of articles 7:616a et seq. BW (the WAS) with the tax and social-premium chain and hirer liability of articles 34 to 35 of the Collection Act 1990. Businesses manage this exposure through screening, chain clauses and blocked (G-) accounts.

Exemplo

When a subcontractor fails to pay payroll taxes, the tax authority can hold the main contractor liable for the shortfall under the chain rules.

Porque é um risco para a empresa

Supply chain liability can produce significant unexpected costs at any level of a project chain, even where the principal has fully met its own obligations. A single non-compliant subcontractor several tiers down can trigger a claim against the main contractor for wage and tax shortfalls that the main contractor had no direct knowledge of. Businesses that lack systematic screening and contractual protections can find themselves paying twice: once to their direct contractor and again to the tax authority.

Como gerir

Screen every contractor before engaging them: verify registration, risk status at the tax authority and membership of a sector guarantee scheme where available.
Include chain clauses in subcontracts that require every tier to comply with wage and tax obligations and to flow the obligation down further.
Require direct contractors to use a blocked G-account for the wage-tax portion, so funds are segregated before they can be diverted.
Keep a documented audit trail of your screening steps; a demonstrable due-diligence process supports a disculpation defence if a claim arises.
Monitor the chain during performance: periodic checks on subcontractor compliance reduce the risk of a late-stage surprise.

Referências jurídicas

Salvo indicação em contrário, as referências remetem para o direito neerlandês (Burgerlijk Wetboek, o Código Civil neerlandês); os instrumentos da UE, como o RGPD, aplicam-se em toda a UE. Esta é informação geral, não constitui aconselhamento jurídico. Outras jurisdições tratam estes conceitos de forma diferente. Verifique o texto em vigor e a sua situação com um advogado qualificado.

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