General Conditions of Sale and Payment

Article 1 General
1.1 These General Conditions of Sale and Payment apply to all agreements concluded between the Client and the Commissionee. All provisions in these General Conditions of Sale and Payment are in force between the parties, in so far as not explicitly agreed otherwise in writing by both parties.
1.2 These General Conditions of Sale and Payment have been filed with the Chamber of Commerce in The Hague under number 27163930.
 
Article 2 Definitions
In these General Conditions of Sale and Payment, the following definitions apply:
a. The Commissionee:
BCiM Bos Consultancy & Interim Management b.v., hereafter referred to as "BCiM".
b. The Client:
The natural person or legal entity requesting services from BCiM.
c. Delivery:
The provision of advice or assistance or the performance of services or tasks, as well as all related labour, services or tasks carried out by or on behalf of BCiM as well as the organisation of presentations and the provision of training and/or instructions.
d.

Commission:
The work - including any related work yet to be decided on - determined in consultation between the Client and BCiM, which should be carried out by BCiM, as well as the conditions, including the present conditions, under which this work must be carried out and which have therefore been mutually agreed.

 
Article 3 Conclusion of agreements
The agreement is concluded at the moment that BCiM accepts the commission. This also applies to alterations to commissions. Any agreement or alteration will always be confirmed in writing by BCiM.
 
Article 4 Quotations
4.1 All offers and quotations are without obligation, unless explicitly agreed otherwise.
4.2 If inventory or other preparatory work at the Client's location is required for drawing up a quotation, the related costs will be charged to the Client. BCiM will give prior notification of these costs.
4.3 The period of validity stated in the quotation is binding.
4.4 When the Client signs a quotation, BCiM presumes that he is familiar with, and therefore accepts, these General Conditions of Sale and Payment.
4.5 These General Conditions of Sale and Payment apply to the exclusion of the Client's General Conditions of Sale and Payment. The Client's Conditions are explicitly rejected.
 
Article 5 Obligations of the commissionee
5.1 BCiM is obliged to represent its Client's interest to the best of its knowledge and abilities, all this in so far as is possible and desirable in view of the legal relationship between the parties and the resulting commissions.
5.2 If the work involves bringing about a certain (financial) end result, the actual realisation of this intended end result is not guaranteed.
5.3 BCiM undertakes to keep confidential all data and documents related to that commission that may reasonably be considered to be confidential.
 
Article 6 Engaging third parties
BCiM may only engage other (external) experts in the fulfilment of its commission after the necessity or desirability of this has been determined in consultation with the Client.
 
Article 7 Liability
7.1 BCiM is only liable towards the Client for damage suffered by the latter as a direct result of shortcomings on the part of BCiM or its employees arising during the fulfilment of the commission if and in so far as these shortcomings could have been avoided under normal circumstances, making use of normal professional knowledge and with due observance of normal vigilance and normal business practices.

 

 

 

7.2 In so far as shortcomings in the work carried out by BCiM are the result of a failure on the part of the Client to fulfil his obligations as referred to in Article 8 in a prompt or satisfactory manner, BCiM is not liable for these shortcomings.
7.3 BCiM is not liable for violations of confidentiality on the part of its employees as referred to in Article 5.3 if it can make plausible that it could not prevent this violation of confidentiality.
7.4 BCiM is not liable for work carried out by experts as referred to in Article 6, unless a prior arrangement to the contrary has been concluded between BCiM and the Client.
7.5 BCiM assumes that the Client will fulfil all his legal obligations.

7.6

BCiM is never liable for indirect damages, including consequential loss and/or stoppage damages, which the Client may suffer due to shortcomings in the Delivery.
7.7 In the event that BCiM is liable for any indirect damage in spite of the liability exclusion set down in Article 7.6, liability on the part of BCiM will never exceed the invoiced or declared amount of the Delivery in question. The preceding provision also applies to direct damages.
 
Article 8 Obligations of the Client
8.1 The Client must refrain from acts that render it impossible for BCiM to carry out its commission properly.
8.2 The Client is obliged to provide BCiM with the data, information and documents required to carry out its commission in a prompt, complete and proper manner.
8.3 BCiM is entitled to suspend its tasks as soon as the provisions of Articles 8.1 and 8.2 are not complied with.
 
Article 9 Force majeure
9.1 Force majeure is defined as any circumstance that BCiM could not reasonably prevent or avoid and as a result of which normal fulfilment of the agreement concluded with the Client is prevented.
9.2 Circumstances giving rise to force majeure include, in any case, failure to deliver, for whatever reason, on the part of public utility companies or other disturbances in energy supply, failure to deliver on the part of other suppliers, strikes and lockouts, traffic disturbances, equipment failures (including computers), government measures and their consequences, war, mobilisation, damage by fire or water, floods or other natural disasters, theft, loss of data in the broadest sense of the word, epidemics and other unforeseen circumstances.
9.3 In the event that BCiM is unable to fulfil the agreement due to force majeure, BCiM is entitled, without judicial intervention, to suspend fulfilment of the agreement for no more than six months or to immediately dissolve the agreement, either in whole or in part, without being liable to pay any damages. During the suspension, BCiM is entitled, and, at the end of the suspension period, obliged, to choose to fulfil the agreement or to dissolve the agreement, either in whole or in part.
9.4 BCiM is obliged to warn the client immediately if a case of force majeure occurs at BCiM.
 
Article 10 Intellectual property
All rights of an intellectual nature regarding computer programs, system designs, working methods, research methods, reports, etc., become and remain the explicit and exclusive property of BCiM, both during and after the fulfilment of the commission, all this irrespective of the role that the Client himself or third parties played in the realisation of the programs, designs, working methods, etc., referred to above.
The exercise of these rights is retained explicitly and exclusively by BCiM, both during and after the fulfilment of the commission.


 

 



Article 11 Payment
11.1 Unless agreed otherwise in writing, payment of the invoice and/or bill must take place within fourteen days of the invoice/billing date, without any deduction or settlement on the part of the Client.
11.2 BCiM is at all times entitled to request payment in advance, payment in cash or security for the fulfilment by the Client of his obligations arising from the agreement. BCiM is entitled to suspend fulfilment of its obligations until the client has provided the requested security to the satisfaction of BCiM. Refusal on the part of the Client to provide the requested security gives BCiM the right to consider the agreement dissolved without judicial intervention, without prejudice to the right of compensation for work already performed by BCiM and without prejudice to the right of compensation for damages, costs and interest.
11.3 If payment does not take place before the due date of the invoice or bill or within the agreed term of payment, BCiM is entitled to increase the amount of the debt by 1% per month (part of a month will count as a whole month), effective from the due date of the invoice or bill or the agreed date of payment. If the Client remains in default on (timely) payment, BCiM is, furthermore, entitled to increase the amount owed by the Client with all judicial and extra-judicial costs relating to collection of the amount owed by the Client. For the purposes of this document, extra-judicial collection charges are set at 15% of the claim with a minimum of EUR 500.
11.4 All payments made by the Client will first serve to settle the ((extra-)judicial) collection charges due and subsequently those invoiced or billed amounts that have been outstanding for the longest time, even if the Client states that the payment relates to other invoices or bills.
11.5 If the Client does not fulfil an obligation arising out of the agreement concluded with BCiM or does not do so in a proper and timely manner, as well as in the event of bankruptcy, suspension of payment, shutdown or winding-up of the Client's company, the Client is considered to be in default by operation of law and BCiM is entitled, without any notification of default or judicial intervention, to suspend fulfilment of the agreement or to consider the agreement dissolved, either in whole or in part, without BCiM being obliged to pay any damages and without prejudice to the right of BCiM to demand payment for the Delivery that has been made, and without prejudice to the right of BCiM to demand compensation for damages, costs and interest from the Client in connection with the suspension or dissolution. In the cases referred to above, all claims of BCiM against the Client are immediately due and payable in full.
 
Article 12 Disputes
12.1 If a dispute arises between the parties as a result of an agreement governed in whole or in part by these conditions, this dispute will be submitted to:
  a. Stichting Arbitrage Instituut voor Facility Management (Arbitration Institute for Facility Management) in Amsterdam; and/or
  b. The competent court in The Hague.
12.2 All offers made by BCiM and all agreements concluded by BCiM, as well as all agreements with the Client arising from or related to the fulfilment of these offers or agreements are governed exclusively by Netherlands law, with due observance of these conditions.
   
Article 13 Final stipulation
If one or more Articles of these General Conditions of Sale and Payment are declared null or invalid, all remaining provisions will remain in full force.

 

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