General terms and conditions OCS Workplaces B.V. OCS Plus B.V. and Inspiration Office B.V. (December 2020)
General (article 1)
- Where reference is made below to OCS, this refers to OCS Workplaces B.V., OCS Plus B.V. and Inspiration Office B.V. The customer is the counterparty of OCS. Collectively, OCS and the Customer are referred to as Parties.
- To the exclusion of other general terms and conditions, these general terms and conditions (hereinafter “Conditions”) apply to all legal acts, agreements, activities, deliveries and services of OCS and third parties engaged by OCS.
- Deviations are only valid if this is expressly apparent from a written document signed by OCS. The nullity and/or nullity of one or more provisions of these Terms and Conditions does not affect the operation of the other provisions.
- The Customer guarantees the representative authority of the person who enters into actions with OCS in or in the name of the Customer as referred to in paragraph 2 of this article.
Conclusion of the Agreement (article 2)
- Offers from OCS are valid for a period of 14 days after their date, unless there is an obvious error. Mentioned prices are in Euro, exclusive of VAT/duties/taxes/costs/more and less work.
- Between the day of receipt by OCS of the offer signed for approval and/or confirmed by the Customer (hereinafter jointly ‘accepted offer’) and the written confirmation thereof by OCS, the Customer has a cooling-off period of two full working days. During these days, the Customer can change or even cancel the offer accepted by him free of charge. After this period, the offer accepted by the Customer has become irrevocable and can therefore no longer be unilaterally changed or canceled by the Customer. The two-day cooling-off period no longer applies to an offer that has been changed by the Customer.
- As soon as OCS has confirmed the offer accepted by the Customer in writing, the Agreement is concluded (hereinafter referred to as “Agreement”). This also applies if OCD has already started implementation. In that case, the content of the Agreement is deemed to be apparent from the offer, any correspondence and invoices.
Performance of the Agreement (article 3)
- The Customer will make all information, including any permits required to perform the Agreement, available to OCS in a timely manner and free of charge and guarantees its correctness, completeness and suitability. The (financial) consequences of non-compliance with one or more of these obligations are for the account and risk of the Customer, who in that case also indemnifies and compensates OCS in the event of claims from third parties.
- The Client must ensure at its own expense that the work can be carried out properly and safely at the location designated by it and that the necessary utilities are available.
- OCS will make every effort to the best of its knowledge and ability to correctly execute the Agreement, whereby terms – unless expressly stated otherwise – are indicative. The mere expiry of a term does not constitute default. This is only the case if OCS has been given notice of default, whereby OCS has also been given a reasonable term to still (properly) comply. What is a reasonable term in this regard depends on the nature of the performance to be performed and on the question whether and to what extent OCS can influence it. If it concerns the completion of the work as such or part thereof, a period of at least three months is considered reasonable.
- OCS is permitted to engage third parties in the performance of (parts of) the Agreement.
- The risk of the delivered goods transfers to the Customer at the time of first delivery by OCS. In line with the provisions of Article 7 paragraph 2 below, the Customer is obliged to take out sufficient insurance for these items as soon as they have been unloaded at the location designated by him. This does not mean that the Customer has accepted any damage up to and including the first moment of delivery.
- Any defects in the work and/or items must be reported to OCS in writing with reasons during the delivery(s), but no later than within 5 working days thereafter. If the complaint is justified, OCS will be given a reasonable period of time to rectify it at its (OCS) expense. If the complaint turns out to be unjustified, the Customer 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 considered.
- Minor deviations in colors (including printing), quantities, weights or sizes are no reason to reject the work and/or items.
- If goods cannot be delivered to the location due to circumstances attributable to the Client, the (extra) costs for transport and storage will be for his account. This is independent of the Customer’s obligation to provide adequate insurance for the relevant items. 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 delivery report for that phase concerned (i) or if the Client has put that phase into use, which also includes the approval by parties other than OCS. (have) work performed on it (ii) or when OCS has started the next phase after the Client has been given the opportunity to accept the preceding phase but has not made use of this opportunity (iii). OCS also has the right in the latter case (iii) to suspend its activities. The consequences thereof are at the expense and risk of the Customer.
Payment and security (article 4)
- Regardless of the reasons why, the Customer is in default after the expiry of the payment term of fourteen days after the invoice date and without notice of default being required. Settlement or suspension of own obligations by the Customer is not permitted.
- From the fifteenth day, the Client is obliged to reimburse OCS for all (extra)judicial costs of 15% and interest (1.5% per month), both to be calculated on the outstanding amount with a minimum of € 750 (interest and costs, excluding VAT).
- The costs and interest of the payments are first paid. The remaining amount will be deducted from the principal.
- The unilateral change or implementation of the Agreement or part thereof by the Customer does not result in a discount or right of refund, which also means that guarantees will lapse.
- The Customer agrees in advance and unconditionally, if OCS so requests, to provide (additional) securities and that the related costs are for the account of the Customer.
Warranties, indemnities and liability (article 5)
- The Customer guarantees that the data and materials provided by him are not subject to any rights of third parties (i), that they meet the applicable requirements (ii) and that they are simply suitable for use by OCS (iii). The Customer also guarantees that the (electronic) files provided by him in any way whatsoever are free of viruses and defects. The Customer indemnifies OCS against the (financial) consequences of not (being able to) fulfill the guarantees mentioned in this article.
- OCS guarantees that the goods to be delivered by it meet the requirements for normal use, whereby the warranty is limited to the (factory) guarantees provided by the suppliers of the relevant goods. The Customer is only entitled to warranty if it has fulfilled all its obligations.
- The liability of OCS is limited to a maximum of the amount that its insurer pays out in appropriate situations, but will never exceed the amount invoiced by OCS excluding VAT and ex costs of materials and costs of third parties engaged by OCS.
- OCS is not liable for damage caused by third parties, even if they are engaged by it. Nor is OCS liable for indirect damage such as consequential damage, delay damage, lost turnover and/or profit, damage as a result of business interruption and unrealized savings.
- The parties will observe secrecy about what they learn about each other and each other’s relations in connection with the implementation of the Agreement.
Suspension and termination due to force majeure and financial impotence Customer (article 6)
- The parties regard all circumstances beyond the control of OCS, including force majeure as a result of which OCS cannot (timely) fulfill its obligations, as (weighty) reasons on the basis of which OCS may suspend its obligations or terminate the Agreement without becoming liable for compensation.
- Without becoming liable for compensation itself, OCS is authorized to suspend or terminate the performance of the Agreement without notice of default if:
(1) there is good reason to assume that the Customer will not (fully) fulfill its obligations or will not fulfill its obligations, which also includes 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 or sold its activities or has lost control of its company;
(4) assets of the Client have been seized;
- If one of the circumstances (1-4) mentioned occurs and OCS makes use of a right granted to it, this does not affect the right to full compensation. In addition, all claims of OCS 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 its obligations, OCS remains the owner of all items sold and/or used and/or made available by it in connection with the Agreement.
- The Client is not permitted to affect or nullify the property rights of OCS in any way whatsoever, whereby the Client is obliged to do everything reasonable to protect the property rights of OCS and the items covered by it are recognizable as being to preserve and handle OCD property with care. The latter also includes insuring it and doing all that is necessary to pay out the insurance monies to OCS, whereby the Client is obliged on first request to have the relevant policies inspected by OCS and made available if necessary.
- If one of the circumstances referred to in the preceding article (article 6) occurs and/or the Customer is in default, the Customer already gives OCS unconditional and irrevocable power of attorney to take all those measures (or have them taken at its (Customer) expense). ) that he (OCS) deems necessary for the exercise and protection of his property rights, including the retrieval of items that fall under it.
- The parties will observe secrecy with regard to everything they learn from each other or their relations in the context of the implementation of the Agreement.
- Intellectual property rights in the broadest sense of the word related to the Agreement belong to OCS.
- Where the cooperation of the Customer is required for the establishment and/or exercise of rights by OCS, this is promised in advance, irrevocably, unconditionally and free of charge.
Other (article 8)
- If, for whatever reason, OCS has to proceed with taking the goods it has supplied from the market, the Customer will cooperate with this. If the Customer does not do this, the consequences thereof will be for his account and risk without a notice of default being required.
- The Customer agrees that for the proper execution of this Agreement, data including those of its employees who are charged with the execution of this Agreement may be passed on to third parties.
Final provisions (article 9)
- The Customer is obliged to immediately report to OCS in writing (also by e-mail) any circumstance that he knows or may know that may be of importance to OCS.
- No rights can be derived from the headings used per article.
- Dutch law applies between the Parties, with the exclusion of the Vienna Sales Convention, and unless another District Court has jurisdiction, the competent court is the District Court in ‘s-Hertogenbosch.