General Conditions of Sale and Payment
|Article 1 General
|| 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.
||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:
BCiM Bos Consultancy & Interim
Management b.v., hereafter referred to as "BCiM".
The natural person or legal
entity requesting services from BCiM.
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.
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
|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
|| All offers and
quotations are without obligation, unless explicitly agreed otherwise.
|| 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.
|| The period of
validity stated in the quotation is binding.
||When the Client
signs a quotation, BCiM presumes that he is familiar with, and therefore
accepts, these General Conditions of Sale and Payment.
||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
|| 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.
||If the work involves
bringing about a certain (financial) end result, the actual realisation
of this intended end result is not guaranteed.
to keep confidential all data and documents related to that commission that
may reasonably be considered to be confidential.
|Article 6 Engaging
|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
||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
|| 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.
||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.
||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.
|| BCiM assumes that
the Client will fulfil all his legal obligations.
|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.
||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
||The Client must
refrain from acts that render it impossible for BCiM to carry out its commission
||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.
||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
||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.
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.
|| 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.
||BCiM is obliged
to warn the client immediately if a case of force majeure occurs at BCiM.
|Article 10 Intellectual
|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
||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.
||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.
||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.
||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.
||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
||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:
||Stichting Arbitrage Instituut
voor Facility Management (Arbitration Institute for Facility Management)
in Amsterdam; and/or
||The competent court in The
||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
|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.