BOSAQ, is active in Belgium in the field of:
- Advice on integrated and sustainable water management
- Engineering of water solutions
The Company wishes to entrust certain orders to BOSAQ, as described in the quotation.
BOSAQ has taken note of the objectives of the Company and of the services to be provided.
BOSAQ will carry out its activities under this agreement in a completely independent manner.
Article 1 - Applicability
1.1 These terms and conditions apply to all legal relationships between BOSAQ and the company, including all works which BOSAQ grants and in particular the services as stated in the Offer.
1.2 Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing. BOSAQ explicitly rejects the applicability of general (purchase) conditions applied by the company.
1.3 BOSAQ is free to carry out similar activities for the benefit of competing or non-competing third parties.
Article 2 - Obligation
2.1 When performing the Work, BOSAQ will exercise the greatest possible care regarding the interests of the Company. In particular, BOSAQ ensures the confidentiality of all data and information made available by the Company to BOSAQ in the context of the Agreement.
2.2 If and insofar as the proper execution of the Agreement requires, BOSAQ has the right to have the Work performed by third parties.
Article 3 - Offers
3.1 All Offers are entirely without obligation and BOSAQ is only bound by the Offer if the Offer has been signed by the Company within thirty (30) days and has been received by BOSAQ.
3.2 The prices stated in the Offer are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including shipping and administration costs, unless stated otherwise in the Offer.
Article 4 - Execution of the Agreement
4.1 In the event that the Work is performed at the location of the Company or at a location designated by the Company, the Company will provide the facilities reasonably required for free of charge.
Article 5 - Contract duration and execution period
5.1 In the event that in connection with the execution of the work a term has been agreed between BOSAQ and Company, this term applies only approximate, unless expressly agreed otherwise in writing. BOSAQ does not offer any guarantee with regard to agreed delivery times and late delivery does not entitle the company to compensation, termination of the agreement or suspension of any obligation towards BOSAQ.
Article 6 - Fee
6.1 The parties can agree on a fixed fee when concluding the Agreement.
6.2 If no fixed fee has been agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of BOSAQ, applicable for the period in which the Work has been performed.
6.3 BOSAQ is entitled to set off any price changes that have occurred after the Agreement has been concluded with the Company.
Article 7 - Reimbursements
7.1 At the start of the assignment, the company will pay an advance payment as indicated in the quotation. This corresponds to, unless otherwise stated, 15% of the total estimated project fee, unless otherwise agreed in writing.
7.2 The company can opt for interim invoicing based on the progress of the project. In any case, the total price for the assignment described in the collaboration proposal must be paid, at the latest upon completion of the assignment. To this end, BOSAQ provides the company with the corresponding invoice in a timely manner.
7.2 The Company is obliged to meet all bills (always excluding VAT and in euro) of BOSAQ within fourteen (14) days after the date. Contests of the invoices must be made known to BOSAQ within 5 days after receipt of the invoice by reasoned registered letter. The payment obligation of the company is not suspended by such a dispute.
7.3 If the company fails to pay within the period of fourteen (14) days, the company is legally in default. The company then owes an interest of 1% per month, unless the statutory interest is higher, in which case the legal interest applies. The interest on the claimable amount will be calculated from the moment the Company is in default until the moment of payment of the full amount and the invoice amount will be increased by operation of law and without notice of default, with 10% of the amount to be invoiced.
7.4 The timely payment of the invoice constitutes an essential obligation on the part of the Company, with reference to Article 9.2 of this agreement.
7.5 The parties expressly confirm that all amounts agreed or to be agreed upon are agreed within the framework of an independent cooperation agreement.
7.6 The company will reimburse all expenses reasonably incurred by the BOSAQ in the context of the subject of this agreement and not included in the offer. For relocations, BOSAQ charges the company 0.50 euros/km. Deviations from this general principle must be agreed in writing in advance.
Article 8 - Retention of title
8.1 All goods supplied by BOSAQ, including any reports, designs, equipment, software, (electronic) files, etc., remain the property of BOSAQ until the company has complied with all obligations towards BOSAQ.
8.2 The company is not authorized to pledge or encumber the goods subject to the retention of title in any other way.
8.3 If third parties seize the goods delivered under retention of title, or wish to establish or enforce rights thereon, the Company is obliged to immediately inform BOSAQ thereof.
8.4 The Company obliges itself to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the insurance policy available for inspection upon first request.
8.5 In the event that BOSAQ wishes to exercise its ownership rights referred to in this article, the Company already gives unconditional and irrevocable permission to BOSAQ to enter all those places where BOSAQ's properties are located and to bring those things back.
Article 9 - Complaints
9.1 Complaints about the Work must be reported by the Company in writing to BOSAQ within eight (8) days after discovery, but no later than fourteen (14) days after completion of the Work concerned. Such notice of default must contain as detailed a description as possible of the shortcoming stated by the Company, so that BOSAQ is able to respond adequately.
9.2 If a complaint is justified, BOSAQ will be given the opportunity to perform the Work again. In the event that the performance of the Work by objective criteria is no longer possible, BOSAQ will only be liable within the limits of Article 11.
Article 10 – Cancellation period
10.1. Both parties can cancel the Agreement in writing at any time.
10.2 If the Agreement is terminated prematurely by the Company, BOSAQ is entitled to compensation for the resulting loss. In addition, the Company is then obliged to pay the invoices for the Work performed up to then.
10.3 If the Agreement is prematurely terminated by BOSAQ, BOSAQ loses its claim to payment, except to the extent that the Work already performed is of use to the Company.
Article 11 - Liability
11.1 BOSAQ subscribes to a commitment of means and gives no guarantee as to the suitability of its services for a specific purpose.
11.2 Given the nature of the Work and the subjective assessment aspects that play a role in the Work, BOSAQ is not liable for any damage suffered by the Company as a result of an act or omission of BOSAQ in the performance of the Agreement or otherwise, except if there is intent or gross negligence. Consequential damage, including lost profit or losses suffered, will never qualify for compensation.
11.3 In the event that BOSAQ is liable for damage suffered by the company, the damage that BOSAQ is obliged to compensate is never more than 50% of the amounts invoiced and actually paid to the company by BOSAQ in the context of the damage-causing services, of which the defect was the cause of the damage or - if this cannot be determined - the invoice value of the Work performed by BOSAQ on behalf of the company at the time that the event causing the damage occurred .
11.4 The company indemnifies BOSAQ with regard to all third-party claims for damage that is related to or ensues from the Agreement.
11.5 BOSAQ is not liable if third parties disrupt the service. For example, the Company explicitly acknowledges that BOSAQ cannot be held liable if;
Each of the aforementioned factual data constitutes force majeure under BOSAQ in the context of this agreement. BOSAQ can therefore not be held liable if information is provided that does not correspond to reality.
11.6 Both the contractual and non-contractual liability of BOSAQ will in all cases be limited to fifty percent (50%) of the amounts invoiced and actually paid to the Company in the context of the damage-causing services.
11.7 The Company shall in any event indemnify BOSAQ, in the broadest sense, against all costs, including attorney's fees, allowances, damages, claims, expenses and proceedings as a result of claims and convictions in connection with actions of the Company.
11.8 The exclusions and limitations of liability as mentioned in this article, as well as the safeguard as referred to in section 12.3 are also stipulated for and on behalf of subordinates of BOSAQ and any other person from whose help BOSAQ usesin the execution of the Work.
11.9 The liability for the Work that BOSAQ has assigned to a third party is limited to the extent that the third party effectively indemnifies BOSAQ.
Article 12 - Force majeure
12.1 Force majeure means any circumstance on the basis of which (further) compliance with the Agreement by BOSAQ cannot reasonably be expected. This includes in any case - but not exclusively - data loss as a result of computer failure, virus infection or computer breach by third parties, machine breakdown and other calamities that prevent or limit the operation of BOSAQ.
12.2 In the event that BOSAQ is prevented by force majeure from performing the Work in whole or in part, BOSAQ has the right to suspend the performance of the Work without judicial intervention or to regard the Agreement wholly or partially as dissolved, this at his discretion, without BOSAQ being obliged to compensate any damage suffered by the Company.
12.3 In the event that, at the time of force majeure, BOSAQ has in the meantime partially fulfilled its obligations to the Company arising from the Agreement and has partially performed Work for the Company - and has independent value for the Work already performed - BOSAQ is entitled to invoice the relevant Work separately. The Company is then obliged to pay the relevant invoice from BOSAQ.
Article 13 - Safeguards
13.1 The Company indemnifies BOSAQ against claims by third parties with regard to intellectual property rights on materials or data provided by the Company that are used in the execution of the Agreement.
13.2 If the Company provides the user with information carriers, electronic files or software etc., the Company guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 14 - Intellectual Property
14.1 All documents provided by BOSAQ , such as reports, advice, Agreements, designs, software etc., are exclusively intended to be used for the benefit of the company and may not be reproduced, published by the company without prior permission from BOSAQ , or be made known to third parties, unless the nature of the documents provided indicates otherwise.
14.2 BOSAQ reserves the right to use the knowledge gained through the performance of the Work for other purposes, provided that no confidential information is disclosed to third parties.
14.3 In all circumstances BOSAQ remains the owner of all intellectual property rights to the results of the Services, its software and other matters, including patent, copyright, trademark, drawing and design rights, database and software protection, commercial know - how, methods and concepts.
14.4 The Company acknowledges that the results of the service may be subject to copyright. The Company at least acquires the right to a limited use of the results of the service for an indefinite period, which is granted under the condition precedent that the Company meets all its payment obligations with regard to BOSAQ.
14.5 The Company guarantees BOSAQ that all text, images, photos, models, trademark rights or other creative elements that it has provided to BOSAQ for the service are its property or that it has obtained permission from the rightful owner to use such elements. The Company will indemnify and compensate BOSAQ and its subcontractors for any liability it incurs as a result (including attorneys' fees and court fees), for any claim or litigation that may result in the use of such elements provided by the Company.
14.6 In turn, BOSAQ guarantees that all text, images, photos, models that it provides to the Company have been lawfully obtained and that it does not constitute a violation of intellectual rights with regard to third parties.
14.7 BOSAQ is entitled to sign and/or use everything that has been manufactured by BOSAQ to promote its own organization and services.
Article 15 - Confidentiality
15.1 If BOSAQ - on the basis of a legal provision or a court ruling - is obliged to provide confidential information to third parties designated by law or the competent court and BOSAQ cannot rely on a legal or recognized by the competent court in this regard or permitted right of change, then BOSAQ is not obliged to pay compensation or compensation and the other party is not entitled to terminate the Agreement.
15.2 BOSAQ acknowledges and agrees that, during the performance of this Agreement, the Company will provide, communicate or make accessible confidential and pertaining to the Company related activities of the Company to BOSAQ.
15.3 BOSAQ therefore agrees that it and any person for whom BOSAQ is or will be responsible will, at all times, during and after the termination of this Agreement by either BOSAQ or the Company, retain its confidential nature and, unless during the duration of this Agreement, without prior written approval from the Company, not to use facts or information disclosed or developed by BOSAQ during the performance of this Agreement and which are not normally available to the public, disclose or transfer to others.
Article 16 - Termination
16.1 BOSAQ is entitled to terminate the Agreement, in full or in part, without notice of default and obligation to pay compensation, or - at its option - to suspend further performance of the Agreement if:
a. The company is declared bankrupt;
b. The company applies for a suspension of payment;
c. The company proceeds to liquidate its business;
d. The company is placed under guardianship or dies;
e. The company does not comply with any legal obligation towards BOSAQ, or any obligation arising from the Agreement;
f. The company commits fraud;
g. The company makes unlawful use of the services of BOSAQ, in particular, but not limited, to collusion behavior with competitors.
16.2 In the cases referred to in Article 16.1, BOSAQ is immediately entitled to claim the full amount owed by the company to BOSAQ.
16.3 The company is obliged to immediately inform BOSAQ if a circumstance within the meaning of article 16.1 occurs. In the event that a circumstance within the meaning of Article 16.1 sub e. occurs, the Company is legally in default and any debt to BOSAQ is immediately claimable.
Article 17 - Residual provisions
17.1 The Company is not entitled to transfer all or part of the rights and obligations arising from the Agreement concluded under these General Terms and Conditions to third parties, subject to the prior written permission of BOSAQ.
17.2 The provisions of the contract are leading. If the contract contradicts the general terms and conditions, the contract will be used as a correct document. In second order, the general conditions applicable.
17.3 No waiver, adjustment or modification of any provision of this Agreement will be binding unless it has been laid down in writing and signed by both Parties.
17.4 All notices in progress or relating to this Agreement will be sent to the address stated in the preamble of this Agreement. Any change of address must be notified in writing to the other party. The notification is deemed to have been given properly the third day following the day of dispatch (the postmark serves as proof).
17.5 Any appendix that may be added to this Agreement forms an integral part of the current Agreement.
Article 18 - Applicable law and competent court
18.1 These terms and conditions are effective from November 2015.
18.2 In the event that any provision in these general terms and conditions should be void or be destroyed, this does not affect the validity of the remaining provisions.
18.3 Current Agreement is subject to Belgian law. Any dispute with regard to this Agreement, its content and scope falls within the exclusive jurisdiction of the courts of the Ghent district.
