Terms and Conditions
General Terms and Conditions OCS Workplaces B.V., OCS Plus B.V. and Inspiration Office B.V. (December 2020)
General (Article 1)
- Where hereinafter reference is made to “OCS” this includes OCS Workplaces B.V., OCS Plus B.V. and Inspiration Office B.V. The Client is the counterparty of OCS. Together, OCS and the Client are referred to as Parties.
- Exclusive of other general terms and conditions, these General Terms and Conditions (hereinafter referred to as "Terms and Conditions") apply to all legal acts, agreements, activities, deliveries and services of OCS and third parties engaged by OCS.
- Deviations will only be valid if this is explicitly apparent from a written document signed by OCS. The other provisions shall be left unaffected by the annulment and/or nullity of one or more provisions of these Terms and Conditions.
- The Client is responsible for the power of representation of the person who acts in or in the name of the Client with OCS as referred to in paragraph 2 of this Article.
Conclusion of the Agreement (Article 2)
- Offers from OCS will be honored for a period of 14 days after the date of signing, unless there has been a manifest error. The prices stated will be in euros, excluding VAT/charges/taxes/costs/more or less work.
- Between the day of receipt by OCS of the offer signed for approval and/or confirmed by the Client (hereinafter jointly “accepted offer”) and the written confirmation thereof by OCS, two full working days to reconsider are included as standard for the Client. During these days, the Client can change the accepted offer free of charge or even cancel it entirely. After this period, the offer accepted by the Client has become irrevocable and can therefore no longer be changed or cancelled unilaterally by the Client. For an offer that has been changed by the Client, the two days’ reflection period no longer applies.
- As soon as OCS has confirmed the offer accepted by the Client in writing, the Agreement is concluded (hereinafter "Agreement"). This also applies if OCS has already started carrying out the agreement. In that case, the content of the Agreement will be deemed to be apparent from the offer, any correspondence, and invoices.
Implementation of the Agreement (Article 3)
- The Client will provide OCS with all information, including any permits required to perform the Agreement, in a timely manner and free of charge, and vouches for the correctness, completeness, and suitability thereof. The (financial) consequences of not meeting one or more of these obligations are at the expense and risk of the Client, who in that case will also indemnify and compensate OCS in the event of claims from third parties.
- The Client shall ensure, at his own expense, that the work can be carried out properly and safely at the location designated by the Client and that the necessary utilities are present.
- OCS will make every effort, to the best of its knowledge and ability, to execute the Agreement correctly, whereby deadlines - unless explicitly stipulated otherwise - are indicative. The mere expiry of a term does not constitute default. This will only be the case if OCS has been declared in default, whereby OCS has also been given a reasonable term to (properly) fulfil the obligations. What constitutes a reasonable term in this respect depends on the nature of the performance to be performed and on whether and to what extent OCS is able or will be able to influence this. In case it concerns the delivery of the work as such or a part thereof, a period of at least three months will be deemed reasonable.
- In the implementation of (part of) the Agreement, OCS is permitted to engage third parties.
- The risk of delivered goods will pass to the Client at the moment of first delivery by OCS. On par with the provisions of Article 7(2) below, the Client is obliged to ensure sufficient insurance for these goods as soon as they have been unloaded at the location designated by the Client. Incidentally, this does not mean that the Client has accepted any damage up to and including the first moment of delivery.
- Any defects to the activities and/or goods must be reported to OCS in writing, stating reasons, during the commissioning/delivery(ies) but no later than within five working days thereafter. If the complaint is justified, OCS will be given a reasonable period of time in which to remedy this at its (OCS's) expense. If the complaint turns out to be unjustified, the Client will reimburse any costs incurred by OCS as a result of this complaint. If a complaint is submitted too late, it will no longer be dealt with.
- Minor deviations in relation to color (e.g. printing), quantity, weight, or dimension are no reason to reject the work and/or goods.
- If, due to circumstances attributable to the Client, goods cannot be delivered to the location, the (additional) costs for transport and storage shall be borne by the Client. This is independent of the Client's obligation to ensure sufficient insurance of the goods in question. The goods referred to in this paragraph (8) are deemed to have been delivered in accordance with paragraph 5 of this Article.
- If the assignment is carried out in phases, the previous phase will be deemed to have been approved if this is apparent from the formal transfer document of that phase concerned (i), or if the Client has taken that phase into use, which also includes the performance of work on it (or having work performed on it) by others than OCS (ii), or if OCS has started the next phase after the Client has been given the opportunity to accept the preceding phase but has not taken advantage of this opportunity (iii). OCS also has the right in the latter case (iii) to suspend its activities. The consequences thereof will be at the expense and risk of the Client.
Payment and assurance (Article 4)
- Regardless of the reasons, the Client shall be in default after the expiry of the payment term of fourteen days from the invoice date and without notice of default being required. Settlement or suspension of own obligations by the Client is not permitted.
- From the fifteenth day onwards, the Client is obliged to reimburse OCS all judicial and extrajudicial costs of 15% and interest (1.5% per month), both to be calculated over the outstanding amount with a minimum of €750 (interest and costs, ex VAT).
- Of the payments, the costs and interest are paid first. The remaining amount will be deducted from the principal sum.
- The unilateral alteration of the Agreement or part thereof by the Client or the performance of the Agreement itself does not result in a discount or right of restitution, which also means that guarantees will lapse.
- The Client unconditionally and in advance agrees, if OCS so requests, to provide (additional) assurances and that the costs related thereto will be at the expense of the Client.
Warranties, indemnities, and liability (Article 5)
- The Client guarantees that the data and materials it has provided are not subject to any rights of third parties (i), that they meet the requirements to be imposed on them (ii), and that they are absolutely suitable for use by OCS (iii). The Client also guarantees that the (electronic) files provided by him in any way whatsoever are free of viruses and defects. The Client indemnifies OCS against the (financial) consequences of not complying (or not being able to) with the guarantees referred to in this article.
- OCS guarantees that the goods to be delivered by it comply with the requirements to be set for normal use, whereby the guarantee is limited to the (factory) guarantees provided by the suppliers of the goods in question. The Client is only entitled to a guarantee if he has fulfilled all his obligations.
- The liability of OCS will be limited to a maximum of the amount paid out by its insurer in occurring situations, but will never exceed the amount invoiced by OCS ex VAT and ex costs of materials and costs of third parties engaged by OCS.
- OCS will not be liable for damage caused by third parties, even if they have been engaged by OCS. Nor is OCS liable for indirect damage such as consequential damage, loss due to delay, loss of turnover and/or profit, damage as a result of business stagnation, and unrealized savings.
- The parties shall strict confidentiality with regard to all information on each other’s business and relations in the context of the execution of the Agreement.
Suspension and termination due to force majeure and Client’s financial incapacity (Article 6)
1. The Parties shall consider all circumstances beyond the sphere of influence of OCS, including
force majeure as a result of which OCS cannot fulfil its obligations (in a timely manner) as (serious) reasons on the basis of which OCS may suspend its obligations or terminate the Agreement without being liable for damages.
2. Without being liable to pay damages itself, OCS is authorized, without notice of default being required, to carry out the following activities suspend or terminate the Agreement if:
(1) there is good reason to assume that the Client will not (fully) fulfil his obligations or will not fulfil his obligations, including the failure to provide (additional) security;
(2) the Client has applied for or has been granted a moratorium, has filed for bankruptcy, or has been declared bankrupt, including offering or concluding a creditors' agreement;
(3) the Client has ceased operations or has sold or lost control of its business;
(4) assets of the Client have been seized.
3. Does one of the (1-4) mentioned circumstances occur and does OCS make use of the right granted to him
then this does not affect the right to full compensation. In addition, all claims of OCS will then become immediately due and payable in full.
Retention of title, confidentiality and I.E. (intellectual property) rights (Article 7)
- As long as the Client has not yet fulfilled all his obligations, OCS will remain the owner of all goods sold and/or used and/or made available by him in connection with the Agreement.
- The Client is not permitted to infringe or refrain in any way from infringing the ownership rights of OCS, whereby the Client is obliged to do everything reasonable to protect the ownership rights of OCS and to keep the matters covered by it recognizable as being the property of OCS and to treat them with due care. The latter also includes insuring them and doing everything that is necessary to pay out the insurance payments to OCS (or have them paid out) whereby the Client is obliged at the first request to have the relevant policies inspected by OCS and, if necessary, to make them available.
- In the event that one of the circumstances referred to in the previous Article (Article 6) occurs and/or the Client is in default, the Client hereby unconditionally and irrevocably authorizes OCS, at its (Client's) expense, to take all measures that it (OCS) deems necessary for the exercise and protection of its property rights, including the retrieval of goods covered by these rights.
- The parties shall observe strict confidentiality with regard to all information on each other’s business and relations in the context of the execution of the Agreement.
- Intellectual property rights in the broadest sense of the word related to the Agreement will accrue to OCS.
- In the event that the establishment and/or exercise of rights by OCS requires the cooperation of the Client, this will be promised in advance, irrevocably, unconditionally, and free of charge.
Other (Article 8)
- If, for whatever reason, OCS has to proceed to withdraw from the market goods it has delivered, the Client will cooperate in this. If the Client fails to do so, the consequences thereof will be at his expense and risk without any notice of default being required.
- The Client agrees that, for the proper execution of this Agreement, his data may be passed on to third parties, including those of his employees charged with the execution of this Agreement.
Final provisions (Article 9)
- The Client is obliged to report any circumstance of which he knows or may know that knowledge thereof may be of importance to OCS immediately in writing (may also be by e-mail) to OCS.
- No rights can be derived from the headings used per Article.
- Dutch law shall apply between the Parties, to the exclusion of the Vienna Sales Convention, and unless another District Court of Sector Canton has jurisdiction, the competent court shall be the District Court of 's-Hertogenbosch.