GENERAL CONDITIONS & TERMS

GENERAL TERMS AND CONDITIONS BUREAU M.F.J. BOCKSTAEL NV

Bureau M.F.J. BOCKSTAEL NV, with its place of business at Arenbergstraat 13 – 2000 Antwerp,

Article 1. Definitions

1. In these general terms and conditions, the following shall be understood to mean: – Bockstael: Bureau M.F.J. BOCKSTAEL NV;
   – the 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. These terms and conditions also apply to all agreements with Bockstael, which involve the performance of third parties.

Article 3. Quotes

1. All our offers are without obligation, unless a term for acceptance has been specified in the quote.
2. All quotes made by Bockstael are without obligation; they are valid for 30 days, unless stated otherwise. Bockstael shall only be bound by the quotes if the counterparty confirms acceptance thereof in writing within 30 days.
3. The prices in the aforementioned quotes are exclusive of VAT, unless specified otherwise.

Article 4 Performance of the agreement

1. Bockstael shall perform the agreement to the best of its knowledge and abilities and in accordance with the requirements of professional practice and on the basis of the known state of science at that time.
2. If and in so far a good performance of the agreement so requires, Bockstael has the right to have certain activities performed by third parties.
3. The client ensures that all data, indicated by Bockstael as necessary, or the client should know are necessary for the performance of the agreement, as well as instructions, will be provided to Bockstael on time. If the data and/or instructions required for the performance of the agreement are not provided to Bockstael on time, Bockstael has the right to suspend performance of the agreement and/or to charge the additional costs resulting from the delay to the client according to the usual rates.
4. Bockstael shall not be liable for any damage, of any nature whatsoever, because Bockstael relied on incorrect and/or incomplete data provided by the client unless it should have been aware of this incorrectness or incompleteness. Bockstael shall not be liable for any damage, of any nature whatsoever, if the client does not give its instructions or does not give them on time, which should demonstrably have reached Bockstael on time. Cash payment of the (commission) invoice is an essential part of the instructions.
5. If it has been agreed that the agreement shall be performed in stages, Bockstael may suspend performance of those parts belonging to a subsequent phase until the client has approved the results of the preceding stage in writing.

Article 5. Contract term; term of performance

1. The agreement is entered into for an indefinite period, unless the parties expressly agree otherwise in writing.
2. If a term has been agreed within the duration of the agreement for the completion of certain activities, this term shall never constitute a fatal term.

 If the term of performance is exceeded, the client must therefore give Bockstael notice of default in writing.

Article 6. Amendments to the agreement 

If, during the performance of the agreement, it appears that for the proper performance it is necessary to amend or supplement the activities to be performed, the parties shall amend the agreement accordingly in good time and in mutual consultation. 2. If the parties agree that the agreement shall be amended or supplemented, the time of completion of the performance 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, Bockstael shall indicate the extent to which the amendment or supplement to the agreement will result in an exceeding of this fee.

Article 7. Non-disclosure

Both parties are obliged to keep confidential all information obtained from each other in the context of their agreement, or from another source. Information shall be considered to be confidential if the other party has notified this or if this arises from the nature of the information.

Article 8. Intellectual property

1. Without prejudice to the provisions in article 7 of these terms and conditions, Bockstael reserves the rights and powers to which it is entitled under the Copyright Act.
2. All documents provided by Bockstael, such as reports, opinions, designs, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced, made public or brought to the notice of third parties by the client without Bockstael’s prior permission.
3. Bockstael also reserves the right to use knowledge gained through performance of the work for other purposes, insofar as no confidential information is brought to the notice of third parties.

Article 9. Termination

1. Either party can terminate the agreement in writing at all times. In that case, the parties must observe a notice period of at least two full calendar months.
2. The work already performed before the termination of the agreement shall be invoiced to the client.
3. Work in progress shall be appropriately transferred to the client by Bockstael, if the client instructs Bockstael to do so.

Article 10. Changes of address and accessibility 

1. The client is obliged to keep Bockstael informed of the email address and telephone number at which it can be reached. 

2. Any damage as a result of the client not complying with the obligation in 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 brought to Bockstael’s notice after the conclusion of the agreement give Bockstael good reason to fear that the client shall not fulfil its obligations;

– if on conclusion of the agreement Bockstael asked the client to provide security and this security has not been provided or is insufficient.

2. In the aforementioned case, Bockstael is authorised to suspend the further performance of the

agreement or to dissolve the agreement, without prejudice to Bockstael’s right to claim damages.

Article 12. Defects; terms of complaint

1. Complaints about the performed work must be reported in writing by the client to Bockstael within eight days after discovery, but at the latest within fourteen days after completion of the work in question.
2. If a complaint is founded, Bockstael shall still carry out the activities as agreed, unless this has meanwhile become demonstrably pointless for the client. The latter must be notified by the client in writing.
3. If it is no longer possible or useful to still provide the agreed services, 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, paragraphs 2, 5 and 6 of this article shall apply. If no fixed fee has been agreed, paragraphs 3 to 6 of this article shall apply.
2. The parties may agree on a fixed fee when the agreement is concluded. The fixed fee is exclusive of VAT.
3. If no fixed fee has been agreed, the fee shall be determined on the basis of the hours actually worked. 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.
4. Any cost estimates are exclusive of VAT, but shall take into account any recoverable taxes which are consequently not recoverable by the client.
5. In case of commissions with a duration in excess of more than 2 months, the costs due shall be charged periodically.
6. If Bockstael agrees on a fixed fee or hourly rate with the client, 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 the offer and delivery with regard to, for example, wages.

Article 14. Payment

1. All invoices are payable in cash in Antwerp, by bank transfer and in euros. Bockstael is not liable for damage with regard to services the invoice of which was not paid in cash.
2. Seven days after the invoice date, the client is in default; the client shall owe interest of 0.7% per month (min. €40 and fixed compensation of 10%, min. €75) on the due and payable amount as from the moment of default.
3. In case of winding up, bankruptcy or suspension of payment of the client, Bockstael’s claims and the client’s obligations vis-à-vis Bockstael shall be immediately due and payable.
4. Payments made by the client shall first be used to settle all owed interest and costs and subsequently those invoice amounts which have been outstanding for the longest period, even though the client has stated that the payment relates to later invoices.

Article 15. Collection charges

1. If the client is in default or breach of one or more of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the client.

 In any case, the Client shall owe: [15% on the first €3,500 10% on any remaining amount up to €7,000; 8% on any remaining amount up to €17,000; 5% on any remaining amount up to €70,000; 3% on any remaining amount]

2. If Bockstael proves to have incurred higher expenses, which were necessary in all reasonableness, they shall also qualify for reimbursement. 
   

Article 16. Liability

If Bockstael is liable, this liability shall be limited as follows:

1. Bockstael’s liability, insofar as it is covered by its liability insurance, shall be limited to the amount paid out by the insurer.
2. If in any case the insurer does not proceed with payment or the damage is not covered by the insurance, Bockstael’s liability shall be limited to twice the invoice amount of the commission, at least that part of the commission to which the liability relates.
3. Contrary to paragraph 2 of this article, in the case of a commission with a duration of more than six months, liability shall be further limited to the part of the fee payable over the last three months.
4. The limitations of liability included in these terms and conditions shall not apply if the damage is due to wilful intent.
5. Bockstael can never be held liable for consequential damages.

Article 17. Force majeure

1. In these general terms and conditions, force majeure shall be understood, in addition to what is understood in this respect in the law and jurisprudence, to mean all external causes, foreseen or unforeseen, over which Bockstael cannot exercise any control, but as a result of which Bockstael is unable to fulfil its obligations. This includes strikes at Bockstael.
2. Bockstael also has the right to invoke force majeure if the circumstances that prevent (further) fulfilment occur after Bockstael should have fulfilled its obligation.
3. In the event of force majeure, Bockstael’s obligations are suspended. If the period, in which fulfilment of the obligations by Bockstael is not possible due to force majeure, lasts longer than two months, either party is authorised to dissolve the agreement without there being an obligation to pay compensation in that case.
4. If Bockstael has already partially fulfilled its obligations at the start of the force majeure, or can only partially fulfil its obligations, it is entitled to invoice the already executed or executable part separately, and the client is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already executed or executable part has no independent value.

Article 18. Settlement of disputes

Only the court of Antwerp has jurisdiction to hear disputes. Nevertheless, Bockstael is entitled to summon its counterparty to appear before the competent court according to the law.

Article 19. Applicable law

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