General terms and conditions

Bureau M.F.J. Bockstael NV, office at Tavernierkaai 2, 2000 Antwerp,

 

Article 1. Definitions

1. In these general terms and conditions, the following definitions shall apply:

- Bockstael : Bureau M.F.J Bockstael NV;

- client, Bockstael's counterparty.

 

Article 2. Applicability of these conditions

1. These terms and conditions apply to every offer and every agreement between Bockstael and a client to which Bockstael has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from explicitly and in writing by the parties.

2. The present conditions shall also apply to all agreements with Bockstael, for the execution of which third parties must be involved.

 

Article 3. Quotations

All our offers are non-binding, unless a deadline for acceptance is stated in the offer. The offers made by Bockstael are non-binding; they are valid for 30 days, unless stated otherwise. Bockstael shall only be bound by the offers if the acceptance thereof is confirmed in writing by the counterparty within 30 days. The prices in the said offers are exclusive of VAT, unless stated otherwise.

 

Article 4. Execution of the agreement

Bockstael shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and on the basis of the current state of knowledge. If and insofar as the proper execution of the agreement requires this, Bockstael shall be entitled to have certain activities carried out by third parties. The client shall ensure that all information which Bockstael indicates to be necessary or which the client should reasonably understand to be necessary for the execution of the agreement, as well as instructions, shall be provided to Bockstael in good time. If the data and/or instructions required for execution of the agreement are not provided to Bockstael in time, Bockstael shall be entitled to suspend execution of the agreement and/or to charge the additional costs resulting from the delay to the client according to the usual rates. Bockstael shall not be liable for damage, of whatever nature, because Bockstael relied on incorrect and/or incomplete information provided by the client unless it should have been aware of this incorrectness or incompleteness. Bockstael shall not be liable for damage, of any nature whatsoever, if the client does not give its instructions or does not give them on time, which instructions should demonstrably have reached Bockstael on time. Cash payment of the (commission) invoice is an essential part of the instructions. If it has been agreed that the agreement shall be executed in phases, Bockstael may suspend execution of those parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.

 

Article 5. Contract duration; term of execution

The agreement is entered into for an indefinite period, unless the parties explicitly agree otherwise in writing. If a term has been agreed within the term of the agreement for the completion of certain activities, this shall never be a deadline. If the term of execution is exceeded, the client must therefore give Bockstael notice of default in writing.

 

Article 6. Modification of the agreement

1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.

2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Bockstael shall inform the client of this as soon as possible.

3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, Bockstael shall inform the client in advance.

4.If a fixed fee has been agreed upon, Bockstael shall indicate to what extent the amendment or supplement to the agreement will result in an overrun of this fee.

 

Article 7. Confidentiality

Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by the other party or results from the nature of the information.

 

Article 8. Intellectual property .

Without prejudice to the provisions in Article 7 of these conditions, Bockstael reserves the rights and authorities to which it is entitled under the Copyright Act. All documents provided by Bockstael, such as reports, advice, designs, sketches, drawings, software etc., are exclusively intended to be used by the client and may not be reproduced, made public or brought to the notice of third parties by the client without prior permission from Bockstael. Bockstael also retains the right to use knowledge gained through execution of the work for other purposes, insofar as no confidential information is brought to the notice of third parties.

 

Article 9. Termination

Either party may terminate the agreement in writing at any time. In that case, parties must observe a notice period of at least 2 full calendar months.

2. Work already carried out before the discontinuation of the agreement will be invoiced to the client.

3. Work in progress shall be appropriately handed over by Bockstael to the client, if the client gives the order.

 

Article 10. Address changes and accessibility

1. The client is obliged to keep Bockstael informed of the e-mail address and telephone number at which he can be reached.

2. Possible damage as a result of the Client's non-compliance with the obligation from paragraph 1 shall never be borne by Bockstael.

 

Article 11. Dissolution of the agreement

1. Bockstael's claims on the client shall be immediately due and payable in the following cases

- circumstances coming to Bockstael's attention after the conclusion of the agreement give Bockstael good reason to fear that the client will not fulfil his obligations;

- if Bockstael asked the client when concluding the agreement to provide security for fulfilment and this security has not been provided or is insufficient

2. In the cases mentioned, Bockstael shall be entitled to suspend further execution of the agreement or to proceed to dissolve the agreement, without prejudice to Bockstael's right to claim damages.

 

Article 12. Defects; complaint periods

Complaints about the work carried out must be reported in writing to Bockstael by the client within 8 days of discovery, yet at the latest within 14 days of completion of the work in question.

If a complaint is well-founded, Bockstael shall still carry out the work as agreed, unless this has meanwhile become demonstrably pointless for the client. The latter must be made known by the client in writing.

If the subsequent performance of the agreed services is no longer possible or meaningful, Bockstael shall only be liable within the limits of Article 16.

 

Article 13. Fee

1. For offers and agreements in which a fixed fee is offered or agreed upon, paragraphs 2, 5 and 6 of this Article shall apply. If no fixed fee is agreed, paragraphs 3 to 6 of this Article shall apply.

2. The parties may agree a fixed fee when the agreement is concluded. The fixed fee is exclusive of VAT.

3. If no fixed fee is agreed upon, the fee shall be determined on the basis of hours actually spent. The fee shall be calculated according to Bockstael's usual hourly rates, valid for the period in which the activities are carried out, unless a different hourly rate has been agreed upon.

4. Any cost estimates are exclusive of VAT, but take into account any recoverable taxes which are consequently not recoverable by the client.

5. For assignments with a duration of more than 2 months, costs due will be charged periodically.

6. If Bockstael agrees with the client on a fixed fee or hourly rate, Bockstael shall nevertheless be entitled to increase this fee or rate. Bockstael may pass on price increases if Bockstael can demonstrate that significant price changes have occurred between the time of offer and delivery with regard to e.g. wages.

 

Article 14. Payment

1. All invoices are payable in cash in Antwerp, by bank transfer and in euro. Bockstael is not liable for damages for services for which the invoice is not paid in cash.

2. After expiry of 7 days from the invoice date, the principal shall be in default; and a first free reminder shall be sent to the consumer. If no payment has been made after the expiry of the term mentioned in that first reminder, default interest shall be due in accordance with Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions, as well as a lump-sum compensation estimated as follows:

a) €20 if the balance due is less than or equal to €150

(b) 30€ plus 10% of the amount due on the tranche between 150.01 and 500€ if the amount due is between 150.01 and 500€;

c) 65€ plus 5% of the amount due on the instalment above 500€ with a maximum of 2000€ if the amount due exceeds 500€. Conversely, these conditions also apply against Bockstael should it fail to repay an agreed or undue amount to the client within an agreed term and after a first free reminder.

3. In case of liquidation, bankruptcy or suspension of payment of the client, Bockstael's claims and the client's obligations towards Bockstael shall be immediately due and payable.

4. Payments made by the client shall always serve firstly to settle all interest and costs due, secondly to settle payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

 

Article 15. Collection costs

1. If the client is in default or breach of one or more of his obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the client. In any case, the client shall owe: [over the first €3,500 15%; over the excess up to €7,000 10%; over the excess up to €17,000 8%; over the excess up to €70,000 5%; over the excess 3% ]

2. If Bockstael proves to have incurred higher expenses, which were reasonably necessary, these shall also qualify for reimbursement.

 

Article 16. Liability

If Bockstael is liable, this liability is limited as follows

1. Bockstael's liability, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer

2. If in any case the insurer does not proceed with payment or if damage is not covered by the insurance, Bockstael's liability shall be limited to twice the invoice value of the order or at least that part of the order to which the liability relates.

3. Notwithstanding the provisions of paragraph 2 of this Article above, in the case of an assignment with a duration of more than six months, liability shall be further limited to the fee portion due over the last three months

4. The limitations of liability contained in these terms and conditions shall not apply if the damage is due to wilful intent.

5. Bockstael shall never be liable for consequential damage

 

Article 17. Force majeure

1. In these general terms and conditions, force majeure shall be understood, besides that which is understood in this respect in the law and jurisprudence, to mean all external causes, foreseen or unforeseen, over which Bockstael cannot exercise influence, but due to which Bockstael is not able to fulfil its obligations. Strikes at Bockstael's company shall be included in this.

2. Bockstael shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Bockstael should have fulfilled its commitment.

3. During force majeure, Bockstael's obligations shall be suspended. If the period in which fulfilment of obligations by Bockstael is not possible due to force majeure lasts longer than 2 months, both parties shall be entitled to dissolve the agreement without there being an obligation to pay compensation in that case.

4. If Bockstael has already fulfilled part of its obligations when the force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to invoice the part already carried out or the executable part separately and the client shall be obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already performed and/or executable part has no independent value.

 

Article 18. Dispute resolution

Only the court in Antwerp is authorised to take cognisance of disputes. Nevertheless, Bockstael is entitled to summon its counterparty to appear before the judge authorised by law.

 

Article 19. Applicable law

Belgian law applies to every agreement between Bockstael and the client.