General Terms and Conditions - Business Boost International

GENERAL TERMS AND CONDITIONS BUSINESS BOOST INTERNATIONAL B.V.

Article 1 General

These terms and conditions apply to every offer, quotation and agreement between BUSINESS BOOST INTERNATIONAL B.V., hereinafter referred to as: “User”, and a Client to which User has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing.
These terms and conditions also apply to agreements with the User, for the execution of which the User must involve third parties.
These general terms and conditions are also written for the employees of the User and its management.
The applicability of any purchase or other conditions of the Client is expressly rejected.
If one or more provisions of these general conditions at any time are wholly or partially invalid or void, the remaining provisions of these general conditions shall continue to apply in full. User and the Client will then consult in order to agree on new provisions to replace the null and void provisions, whereby the purpose and meaning of the original provisions will be taken into account as much as possible.
If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
If a situation arises between the parties that has not been regulated in these general terms and conditions, this situation should be assessed according to the spirit of these general terms and conditions.
If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would lose its right to require strict compliance with the provisions of these terms and conditions in other cases.
By signing an agreement with User, the Principal declares that he has taken note of these terms and conditions of Business Boost International B.V. and that he agrees with these terms and conditions.

Article 2 Quotations and offers

All of the User’s quotations and offers are without obligation, unless a deadline for acceptance is specified in the quotation. If no acceptance period has been set, no rights may be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.
If the acceptance (whether or not on subordinate points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this different acceptance, unless the User indicates otherwise.
A composite quotation does not oblige the User to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract term; performance periods, transfer of risk, performance and amendment of agreement; price increase

The agreement between the User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Client should therefore give the User written notice of default. User shall be offered a reasonable period to still perform the agreement.
User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. All this based on the known state of the art at that time.
User has the right to have certain activities performed by third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
The Client ensures that all information, which the User indicates is necessary or which the Client should reasonably understand is necessary for executing the agreement, is supplied to the User in time. If the information required for executing the agreement has not been provided to the User in time, the User is entitled to suspend execution of the agreement and / or charge the Client for the additional costs resulting from the delay according to the usual rates. The execution period does not commence until after the Client has made the data available to the User. User is not liable for damages, of any kind, because User relied on incorrect and / or incomplete data provided by the Client.
If the User or third parties engaged by the User for the purposes of the assignment carry out work at the Client’s premises or at a location designated by the Client, the Client will ensure the facilities reasonably required by those employees at no cost.
User is entitled to execute the agreement in several phases and to invoice the thus executed part separately.
If the agreement is executed in phases, the User may suspend execution of those parts that belong to a subsequent phase until the Client has approved in writing the results of the preceding phase.
If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, the parties will proceed to adapt the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and / or quantitatively changed, this may have consequences for what was originally agreed. This may also increase or decrease the amount originally agreed upon. The User will provide a quotation of this in advance to the extent possible. An amendment to the agreement may also change the originally specified period of performance. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is changed, including an addition, the User is entitled to execute it only after the User’s competent person has agreed to it and the Client has agreed to the price and other conditions specified for execution, including the time to be determined at that time when execution will take place. Failure or delay in executing the amended agreement does not constitute default by User and is not a ground for the Client to cancel or terminate the agreement.
Without being in default, the User may refuse a request to change the agreement if this could have consequences in a qualitative and/or quantitative sense, for example for the work to be carried out or the items to be supplied in that framework.
If the Client should default in properly complying with his obligations to the User, then the Client is liable for all damages on the part of the User, caused directly or indirectly.
If a fixed price has been agreed for the products and services and the parties intend to conclude a separate agreement with regard to additional work or performance, the User will inform the Client in writing in advance of the financial consequences of that additional work or performance.
Rates may be changed in the event of a change in the content of the order, extension of the order or changes to the legislation and regulations applicable to the User.

Article 4 Suspension, dissolution and early termination of the agreement

The User is entitled to suspend compliance with his obligations or dissolve the agreement if the Client does not, not fully or not in time comply with his obligations under the agreement, or if, after the agreement has been concluded, circumstances become known to the User which give him good reason to fear that the Client will not comply with his obligations, if the Client, when concluding the agreement, was requested to furnish security for the fulfilment of his obligations from the agreement and this security is not provided or insufficient or if, due to a delay on the part of the Client, the User can no longer be expected to fulfil the agreement on the originally agreed terms.
The User will also be entitled to dissolve the agreement if circumstances arise which are of such a nature that performance of the agreement is impossible or if other circumstances arise which are of such a nature that the User cannot reasonably be expected to maintain the agreement unaltered.
If the agreement is dissolved, the User’s claims against the Client become immediately due and payable. If the User suspends fulfillment of its obligations, it shall retain its claims under the law and agreement.
If the User proceeds with suspension or dissolution, he is in no way obliged to compensate for damage and costs caused in any way whatsoever.
If the Client can be blamed for the dissolution, the User is entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the Client does not meet his obligations stemming from the agreement and this non-compliance justifies dissolution, the User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client, by virtue of default, is obliged to pay compensation or indemnification.
If the User terminates the agreement in the interim, the User, in consultation with the Client, will ensure transfer of work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work results in additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the period specified for this purpose, unless the User indicates otherwise.
In case of liquidation, of (request for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, of debt rescheduling or another circumstance due to which the Client can no longer freely dispose of his assets, the User is free to terminate the agreement at once and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The User’s claims against the Client are, in that case, immediately due and payable.
If the Client cancels an order placed wholly or partially, the work performed and the goods ordered or prepared for it, plus any costs of delivery and transport thereof and the working time reserved for the performance of the agreement, will be charged in full to the Client.

Article 5 force majeure

User is not obliged to fulfill any obligation towards the Client if he is hindered in doing so as a result of a circumstance that is not due to fault, and not for his account under the law, a legal act or generally accepted practice.

In these general terms and conditions, force majeure is defined, in addition to its meaning in the law and jurisprudence, as all external causes, foreseen or unforeseen, over which the User cannot exercise any control, but which prevent the User from fulfilling his obligations. This includes strikes in the company of the User or third parties. The User is also entitled to invoke force majeure if the circumstance preventing (further) performance of the contract occurs after the User should have fulfilled its obligation.

User may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate the other party for damages.

Insofar as the User has already partially fulfilled his obligations arising from the agreement at the time when the force majeure occurs or will be able to fulfil them and insofar as independent value can be attributed to the part fulfilled or to be fulfilled respectively, the User is entitled to invoice the part fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Fee

In addition to the agreed fee, the costs incurred by the User in executing the order are also eligible for reimbursement.

The User’s fee is not dependent on the outcome of the awarded assignment and is calculated taking into account the User’s usual rates and is payable to the extent that activities have been performed by the User on behalf of the Client. No rights can be derived from a quotation if it is based on subsequent calculation, as it is only an indicative estimate made to the best of one’s knowledge.

Article 7 Payment and collection costs

Payment must always be made within 14 days after the invoice date, in a manner to be indicated by the User in the currency in which the invoice was made, unless indicated otherwise by the User in writing. User is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. Thus, no notice of default is required. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. Interest on the amount due and payable shall be calculated from the time the Client is in default until the time the full amount due is paid.

User shall be entitled to request advance payments of 50% upon receipt of the order confirmation, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

User is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest. User may, without thereby being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. User can refuse full repayment of the principal sum, if this does not include the interest that has fallen due and accrued and collection costs.

The Client is never entitled to offset his debts to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke Section 6.5.3 (Sections 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or breach of contract in the (timely) performance of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 8 Retention of title

What was supplied by the User in the framework of the agreement remains the User’s property until the Client has properly fulfilled all obligations from the agreement(s) concluded with the User.

The goods delivered by the User, which pursuant to paragraph 1. under the retention of title may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or in any other way encumber the items falling under the retention of title.

The Client must always do everything that can reasonably be expected of him to secure the User’s property rights. If third parties levy attachment on the goods supplied subject to retention of title or wish to establish or assert rights to them, the Client is obliged to inform the User of this immediately. Furthermore, the Client undertakes to insure and keep insured all goods, supplied under reservation of ownership, against fire, explosion and water damage as well as theft and to make the insurance policy available for inspection by the User on first demand. In case of a possible payment of the insurance, User is entitled to these tokens. To the extent necessary, the Client undertakes towards the User in advance to cooperate in everything that might (appear to) be necessary or desirable in that context.

In case the User wishes to exercise his property rights, indicated in this article, the Client gives unconditional and irrevocable permission in advance to the User and third parties to be appointed by the User to enter all those places where the User’s property is located and to take it back.

Article 9 Advertising

The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in the event of normal use in the Netherlands.

The Client is obliged to examine the delivered goods, or have them examined, immediately at the moment that the goods are made available to him or the work in question is performed, respectively.

If the Client complains in time, this will not suspend its payment obligation. In that case the Client also remains obliged to purchase and pay for the other items ordered and that which he has ordered from the User.

Article 10 Liability

If the User is liable, this liability shall be limited to the provisions of this clause.

The User is not liable for any damage, of whatever nature, that has arisen because the User has assumed incorrect and/or incomplete details provided by or on behalf of the Client.

If the User is liable for any damage, the User’s liability is limited to a maximum of once the invoice value of the order, or at least to that part of the order to which the liability relates.

The User’s liability is in any case always limited to the amount paid out by its insurer in the case in question.

User is only liable for direct damage.
Direct damage is understood to mean only the reasonable costs of establishing the cause and extent of the damage, insofar as such establishment relates to damage in the sense of these general terms and conditions, any reasonable costs incurred to have the User’s defective performance conform to the agreement, insofar as they can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions. User is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

One must take into account that the information obtained or sent via the Internet is freely available. User cannot be held liable for damage in any form caused by sending confidential or secret information. User is not liable for security or misuse by third parties of the data stored.

After completion of the order, the agreement between the Client and the User ends, the Client is responsible thereafter for any maintenance on parts of the order. User can never be held liable for the consequences of not maintaining it correctly.

Article 11 Indemnification

The Client indemnifies the User against any claims from third parties, who suffer damages in connection with the execution of the agreement and of which the cause is attributable to others than the User. If the User, for that reason, should be addressed by third parties, the Client is bound to assist the User both extra-judicially and judicially and to do without delay everything that may be expected of him in that case. If the Client fails to take adequate measures, the User is entitled to do so himself, without notice of default. All costs and damages incurred by the User and third parties as a result will be borne in full by the Client.

Article 12 Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their assignment. Information shall be considered confidential if so notified by the other party or if it results from the nature of the information.

If, pursuant to a statutory provision or a judicial decision, the Supplier is required to provide confidential information to third parties designated by law or by the competent court and the Supplier cannot invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, the Supplier will not be required to pay any compensation or indemnification and the Other Party will not be entitled to dissolve the contract on the basis of any damage arising from this.

Article 13 Intellectual Property

User reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. User is entitled to use the increased knowledge from the execution of an agreement for other purposes, to the extent that no strictly confidential information from the Client will be disclosed to third parties.

Article 14 Applicable law and disputes

Dutch law applies exclusively to all legal relationships to which the User is a party, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded.

The court in the place of business of the User has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, User shall be entitled to submit the dispute to the court competent under the law.

The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 15 Location and amendment of conditions

These conditions are filed with the Chamber of Commerce Gooi- Eem and Flevoland.
The most recently filed version or the version that applied at the time of the conclusion of the legal relationship with the User shall always apply.

The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.