General terms and conditions of BVCM Services B.V.
Filed with the Chamber of Commerce dated November 5, 2019.
1. Definitions
BVCM: In these general terms and conditions BVCM means BVCM Services B.V. in Amsterdam, unless otherwise indicated in these general terms and conditions.
Assignment: The agreement between BVCM and the Principal, whereby BVCM makes every effort to provide certain services for the benefit of the Principal.
Client: The natural person or legal entity that has entered into a contract (of Assignment) with BVCM and for whom BVCM makes its best efforts to perform that Assignment.
2. General
2.1 These general terms and conditions are applicable to all legal relationships, including agreements entered into between BVCM and its Client.
2.2 BVCM will carry out all activities to the best of its ability but no guarantee can be given as to the final result. BVCM therefore only has a best-efforts obligation.
2.3 Deviation of the terms and conditions in favor of the client is only possible if agreed in writing with BVCM.
2.4 All amounts mentioned are exclusive of VAT.
3. Payment obligations
3.1 Payment of the amounts invoiced by BVCM must be made without any deduction or setoff within 14 days of the invoice date.
3.2 If the Client has not ensured payment within 14 days after the invoice date, the Client will be in default by operation of law without further notice of default and will owe contractual interest equal to 1.5% per month (or part thereof) on the amount due from the due date.
3.3 If the Client has not arranged for payment within 14 days after the invoice date, the Client shall also be liable for all extrajudicial and judicial collection costs after the due date. The extrajudicial costs are deemed to be at least 15% of the principal sum, with a minimum of € 40.00.
3.4 Payments made by the Client will primarily serve to pay the interest due referred to in paragraph 2 of this clause 3 and further the judicial and extrajudicial costs referred to in paragraph 3 of this clause 3 and will thereafter be deducted from the oldest outstanding claim.
3.5 BVCM may always set off any outstanding invoices or other claims it has due from the Client against any counterclaims the Client has against BVCM, on whatever account.
4. Provision of proof and data
4.1 The Client undertakes vis-à-vis BVCM to provide the latter with all necessary data and evidence to be able to proceed with collection of the claim.
4.2 The Client guarantees the accuracy and completeness of this data and supporting documents.
4.3 The costs of obtaining additional information will be charged by BVCM to the client at previously agreed prices.
4.4 The client will promptly notify BVCM regarding all payments, correspondence or other contacts between the client and the debtor(s) or relevant third parties.
4.5 The principal will not make any agreements with the debtor(s) regarding the offered claim until after consultation with BVCM.
5. Suspension
5.1 If the Client is in default of correct and/or timely performance of one or more of its obligations, BVCM may immediately suspend its own obligations.
5.2 BVCM is not liable for any damage that may arise as a result of the suspension of work on this ground.
6. Termination
6.1 BVCM has the right - without giving reasons - to refuse to (further) carry out assignments and, in the event of attributable failure on the part of the client, to prematurely terminate contracts already entered into, without being liable for any compensation.
6.2 In the event of premature termination by BVCM, the client will owe BVCM, in accordance with the contract, the fee for the services provided up to and including the date of termination. 8.3. In the event of premature termination by Client, BVCM is entitled to charge a fee, in accordance with the agreement, until the end of the contract.
7. Complaint period
7.1 Client is obliged to submit complaints with regard to the activities carried out by BVCM and/or the invoice amount to BVCM in writing within 14 days of the date of dispatch of that which gives rise to the complaint, or immediately after the discovery of that which gives rise to the complaint. In the latter case, client must demonstrate that he could not reasonably have discovered the matter he wishes to complain about earlier.
7.2 The client is not authorized to suspend its payment obligations on account of complaints as referred to in Article 7.1.
7.3 If and insofar as the client files a justified complaint in BVCM's opinion, BVCM will be authorised, at its own discretion, to either adjust the invoice amount, or to improve or redo the work in question at its own expense, or to refund any commission already paid without further performance of the assignment.
7.4 If the client has not lodged a complaint within the term set in article 7.1, all his rights and claims, for whatever reason, will lapse in respect of that which he has complained about or could have complained about within that term.
8. Liability
8.1 Should BVCM be liable, liability is limited to what is regulated in this article.
8.2 BVCM's liability for damage suffered by the client which is caused by the assignment not being carried out in time, not being carried out in full or not being carried out properly will be limited to the amount for which BVCM's liability is covered by the insurance. The foregoing is an exception in case of intent or equivalent gross negligence on the part of BVCM. In this and the following provisions of this article BVCM includes its employees as well as any third parties engaged by it in the performance of the assignment.
8.3 BVCM is never liable for indirect damage, including consequential damage, loss of profit, damage due to business interruption and the like.
8.4 BVCM is not liable for damage which is caused because the client has not fulfilled his obligation to provide information as stipulated in article 4 or because the information provided by the client does not comply with what he guarantees under article 4.2.
8.5 BVCM is otherwise always authorized to limit or undo the client's damage as much as possible, to which the client will fully cooperate.
8.6 Client will indemnify BVCM against claims from third parties for damage related to or arising from the assignment carried out by BVCM and is obliged to reimburse BVCM for the reasonable costs of defending such claims.
8.7 In case of system failures, in the broadest sense of the word, at BVCM or its suppliers or partners, BVCM is not liable for any damage arising therefrom for Client. Such failures will be considered force majeure, with application of clause 8.8.8.8 In case of force majeure on the part of BVCM, including fire, strike or hindrance as a result of third parties not fulfilling their obligations, BVCM will be entitled to postpone the work, just as long as the force majeure situation continues, or to terminate the agreement, without being obliged to pay any compensation.
9. Due date
9.1 Without prejudice to the provisions in clause 7, the client is bound, if he is or remains of the opinion that BVCM has not carried out the order on time, in full or properly - unless this has already happened on the basis of the provisions in clause 7.1, he must immediately notify BVCM of this in writing and enforce the claims based on this in court within one year after the date of the aforementioned notification, or within one year after this notification should have been made, failing which all his rights and claims in this regard will lapse upon expiry of the aforementioned period.
10. Settlement
10.1 The client is never authorized to set off any amounts, unless BVCM has given its express permission for this.
11. Conversion
11.1 If one or more stipulations in these general terms and conditions are null and void or annullable, the other stipulations will remain fully applicable.
11.2 The parties will then agree new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provision.
12 Applicable law and choice of law BVCM
12.1 All legal relationships, including offers, quotations and agreements entered into between BVCM and the Client are governed by Dutch law.
12.2 The court in Amsterdam has exclusive jurisdiction to take cognizance of disputes, including disputes which are only considered as such by one party, unless rules of mandatory law dictate otherwise.