These terms and conditions apply to all offers and to all agreements that the Machine factory Bosker B.V. concludes with its relations, hereinafter referred to as the “counterparty”. In the case where a provision below is aimed at a certain situation in which the counterparty is a natural person that is not acting on behalf of a profession or company, this person will be referred to as “the consumer”.
Provisions that deviate from these terms and conditions are only part of an agreement concluded between parties in the case where and insofar as the parties have explicitly agreed this in writing.
With “in writing” we mean, in these terms and conditions: by email, by fax or any other means of communication that can be seen as similar under the current technical climate and in current societal communicative traffic.
Any written advice, documents, (taxation) reports, research etc. that will be produced by Machine factory Bosker BV will hereinafter be referred to as “the documents”. Under “the documents” we mean written documents and other documents that have been recorded via other media, such as computer discs, USB sticks or any other data carriers. This applies unless the parties have explicitly agreed otherwise in writing.
If any (part of a) provision in these terms and conditions is not applicable, this does not affect the applicability of the other provisions. In case The Machine Factory Bosker B.V. does not promptly request fulfilment of the agreement by the counterparty, this does not mean the right itself to fulfilment of the agreement is affected.
The counterparty cannot claim that the terms and conditions were not made available by Machine Factory Bosker B.V. in case that Machine Factory Bosker B.V. already made them available to the counterparty during a previous transaction.
The Machine Factory Bosker B.V. reserves the right to change the terms and conditions of Machine Factory Bosker B.V. in case of changes to legislations and regulations.
Verbal agreements bind the Machine Factory Bosker B.V. first after they are confirmed in writing by the Machine Factory Bosker B.V. or if the Machine Factory Bosker B.V. has commenced with implementing acts with the consent of the counterparty.
Assignments in writing by the counterparty must be accompanied by a clear description of the services requested.
In case the counterparty requests changes in the assignment after it has been executed, further instructions and other announcements with relation to the assignment, the Machine Factory Bosker should be duly notified in writing, unless the parties have explicitly agreed otherwise.
Changes in the original assignment, of whatever nature, submitted by or on behalf of the counterparty that lead to higher costs than agreed upon in the quote and / or confirmation of the assignment will be charged to the counterparty.
Additions or changes to the terms and conditions or other changes or additions must be confirmed in writing by the Machine Factory Bosker before becoming binding.
All offers, quotes, and lists of prices and fees etc. by the Machine Factory Bosker B.V. are open-ended, unless they contain a timeline for acceptance. If a quote or offer contains an open-ended offer and this offer is accepted by the counterparty, then the Machine Factory Bosker B.V. has the right to rescind the offer within two working days after receiving the acceptance.
In case the counterparty does not accept an offer or quote, they are obliged to return any documents to Machine Factory Bosker B.V. that were sent to them to accompany the offer or quote at Machine Factory Bosker B.V.’s first request.
Prices and fees in quotes are based on the information provided by the counterparty prior to the quote. If this information changes later on, this can affect the prices or fees.
In case the acceptance of the counterparty deviates from the offer, then the Machine Factory Bosker B.V. is not bound by this. There will not have been an agreement, unless the parties specifically agree otherwise in writing.
A submitted quote does not bind the Machine Factory Bosker B.V. to deliver any part of the documents or services mentioned in the offer or quote for a corresponding part of the price.
Examples shown or given of the documents as well as any other information in brochures, promotional material and/or the Machine Factory Bosker B.V. website are as precise as possible, but are only an indication. No rights can be derived from this, unless explicitly agreed otherwise by the parties in writing.
The examples mentioned in the previous paragraph will remain the property of the Machine Factory Bosker B.V. and must be returned to the Machine Factory Bosker B.V. at their first request, unless the parties have explicitly agreed otherwise in writing.
In case and insofar that a proper execution of the agreement requires this, the Machine Factory Bosker B.V. reserves the right to have certain activities or deliveries performed by third parties at Machine Factory Bosker B.V.’s own discretion.
The counterparty must ensure that:
Any information required to execute the agreement must be made available to the Machine Factory Bosker B.V. in the way that and at the moment when this is required by Machine Factory Bosker B.V.
The Machine Factory Bosker B.V. has access to the location that they will need to view and inspect in light of the agreement at the designated and previously agreed time;
The information carriers, electronic files, software etc. that have been transferred to Bosker B.V. by the counterparty are free of viruses and/or defects.
The counterparty is responsible that any information provided is complete and accurate. The counterparty releases the Machine Factory Bosker B.V. of responsibility for any consequences resulting from incompleteness/incorrectness of the information provided.
The counterparty will inform the Machine Factory Bosker B.V. about developments that are or can be relevant for the execution of the agreement and the possibility to conclude additional and/or new agreements.
In the case where the obligations mentioned in this article are not fulfilled in due time, the Machine Factory Bosker B.V. has the right to postpone the execution of the agreement until the counterparty has fulfilled these obligations. Any costs related to delay or extra costs related to additional work or any other consequences of the failure to meet these requirements are to be covered by the counterparty.
The counterparty must conclude their own agreements with: mortgage brokers, tax authorities, local governments etc. and is responsible for any agreements of whatever nature of these and other parties which can result from the agreement concluded by the buyer/seller and the seller/buyer. The counterparty releases the Machine Factory Bosker B.V. of any such liability.
The counterparty’s personal data will be processed in Machine Factory Bosker B.V.’s administration.
The Machine Factory Bosker B.V. will not transfer or make available any of the counterparty’s data to third parties without permission. The registered data is only used by the Machine Factory Bosker B.V. for the purposes of executing the agreement they have concluded with the counterparty.
The indicated periods in which the Machine Factory Bosker B.V. should execute their activities or should have delivered their documents and/or services can never be considered a strict deadline, unless parties have explicitly agree otherwise in writing. In case the Machine Factory Bosker B.V. cannot meet its obligations or cannot meet its obligations in due time, they must receive a written notice of default.
The risk in relation to the delivered documents is passed to the counterparty at the point of delivery. In these terms and conditions, “delivery” is taken to mean: the moment that the documents that are to be delivered are factually at the counterparty’s disposal. In case it is not possible to deliver the documents or services or to execute the agreed upon activities, Machine Factory Bosker B.V. reserves the right to store the documents at risk of the counterparty. After storage, the counterparty has to allow the Machine Factory Bosker B.V. to deliver the documents or services within one month, unless the Machine Factory Bosker B.V. has explicitly agreed to another date.
In case the counterparty continues to fail to fulfill his obligation after the period mentioned in paragraph 3, the counterparty will be in default and the Machine Factory Bosker B.V. will have the right to dissolve the contract, without further or additional notice of default, without judicial intervention and without compensation for damages, costs and interest, partially or in full. The Machine Factory Bosker will also have the right to destroy any documents related to the former agreement.
What is mentioned above does not release the counterparty of any obligation under the agreement, financial or otherwise.
If the execution of the agreement cannot be accelerated, overtime and/or any extra costs must be covered by the counterparty.
The Machine Factory Bosker B.V. has the right to demand prepayment or security from the counterparty in relation to the fulfilment of the financial obligations, before delivering or performing services under the agreement.
The Machine Factory Bosker B.V. is obliged to execute the agreement in a professional, careful matter and according to the standards that apply in their respective industry.
The Machine Factory Bosker B.V. cannot be obliged to deliver any documents and/or services or start performing activities before all necessary information has been made available to them and they have received any agreed upon (pre)payment. Any delay in relation to this gives Machine Factory Bosker B.V. the right to adjust their timeline accordingly.
In case it becomes apparent during the execution of the agreement that it is, in fact, not executable, whether this is due to circumstances unknown to Machine Factory Bosker B.V. or due to force majeure, Machine Factory Bosker B.V. will enter into negotiations with the counterparty about the amendment of the agreement to create an agreement that can be executed. Machine Factory Bosker B.V. will inform the counterparty of any consequences for the agreed upon prices, fees and/or the agreed upon timelines, except when the execution of the agreement is no longer and will never be possible as a consequence of previously unknown circumstances. In that case Machine Factory Bosker B.V. will have the right to compensation of already executed activities or services.
Any costs incurred by Machine Factory Bosker B.V. at the request of the counterparty will be compensated by the latter, unless the parties explicitly agree otherwise in writing.
An agreement for mediation will be open-ended, unless explicitly agreed otherwise in writing.
Machine Factory Bosker B.V. will act at the best of its abilities to achieve the result desired and expected by the counterparty, but will be a best efforts obligations at all times for Machine Factory Bosker B.V. and not a performance obligation. In case no such result is achieved, this does not release the counterparty of his obligations towards Machine Factory Bosker B.V. except for any obligations that have been explicitly linked to reaching a certain result by the parties.
Unless otherwise agreed and regardless of what is determined in article 18 of these terms and conditions, the agreement to mediate can be terminated by:
The Machine Factory Bosker B.V. is authorized to cancel the agreement effective immediately via a tracked delivery letter/email in case e.g. one of the following occurs, although this is not an exhaustive list:
The counterparty acts in breach of one of the terms of the agreement, the Terms and Conditions or any other agreements between Machine Factory Bosker B.V. and the counterparty of whatever nature. The Machine Factory Bosker B.V. will remain entitled to full damages or fulfillment;
Dissolution of the agreement does not release the counterparty of their financial obligations. In case the Machine Factory Bosker B.V. dissolves, it has the right to be compensated by the counterparty for any costs incurred so far, unless they have explicitly agreed otherwise in writing.
In case the government and/or trade associations make any changes in salaries, working conditions or social insurances etc. between the date of the conclusion of the agreement and the execution of the agreement, the Machine Factory Bosker B.V. has the right to charge the counterparty for any extra costs. If, between the above mentioned dates, Machine Factory Bosker B.V.’s prices or fees change or those of third parties hired for the execution of the agreement do so, Machine Factory Bosker B.V. has the right to charge the counterparty for the new prices/fees.
Any increases in price 3 months after the agreement has been concluded, the costs related to the agreement with the counterparty can be charged to the counterparty. If increases in price occur within 3 months after the conclusion of the contract, the counterparty has the right to dissolve the agreement.
The counterparty is obliged to check all documents as soon as he accepts them. Machine Factory Bosker B.V. should be informed in writing of any visible mistakes or insufficiencies within two working days.
The Machine Factory Bosker B.V. should be informed of any other advertisements – including complaints with relation to the performed activities or executed services, by tracked post within 2 working days after discovery. All consequences related to untimely notification are for the risk of the counterparty. The Machine Factory Bosker B.V. must be made aware of the abovementioned advertisements or complaints within one month of the delivery of the services or after activities have ended at the latest.
In case Machine Factory Bosker B.V. is not made aware of the abovementioned advertisements or complaints within the intended time period, the documents and services are assumed to be completed according to the agreement and any activities are assumed to have been performed correctly.
Machine Factory Bosker B.V. must be given the opportunity to investigate any complaints. The Machine Factory Bosker B.V. has the creative and intellectual freedom to reach certain conclusions based on its own insights, interpretations and methods when drawing up the documents. No complaints may be filed on this basis. In case any recalculation and/or amendments are needed, other than those meant in section 6, article 12; this will only happen at the risk of Machine Factory Bosker B.V. and they will cover the cost if Machine Factory Bosker B.V. has given their explicit prior permission in writing according to article 13 of these terms and conditions.
In case Machine Factory Bosker B.V. mediates in a contract between a buyer/seller and seller/buyer, they are never a party not are they ever reliable for the content and the execution of the buyer agreement.
The Machine Factory Bosker B.V. will execute its task as is to be expected from a company in its industry, but will not accept responsibility for damage, including consequential damage, company damage, loss of profit or stagnation damage, that is the consequence of the acts or omissions of the Machine Factory Bosker B.V., its employees or third parties that have been employed by them. This is only different in case mandatory provisions prevent it from being so.
The websites of Machine Factory Bosker B.V. (www.mfbosker.com) is intended to provide information to visitors of the website. The content of this website has been put together with the utmost care, however, no rights can be derived from its contents.
The Machine Factory Bosker B.V.is not liable for damage that the counterparty suffers as a consequence of acts or omissions by another party in relation to the buyer agreement that arose from the mediation by Machine Factory Bosker B.V. Any limitations on liability mentioned in this article do not count if the damage is due to intent and/or conscience recklessness of the Machine Factory Bosker B.V. its management and/or its supervisory staff.
Unless otherwise states in the other paragraphs of this article, liability is always limited to the amount that the insurer determines is to be paid to Machine Factory Bosker B.V. by way of compensation, in the case that Machine Factory Bosker B.V. is insured.
In case Machine Factory Bosker B.V. is not insured as mentioned in article 13 paragraph 6, Machine Factory Bosker B.V.’s liability is always limited to the amount for which its activities and/or services have been charged or will be charged by Machine Factory Bosker B.V. during a maximum of one year. If information is not or is not fully provided by the counterparty to the Machine Factory Bosker B.V., it will not be liable for any delayed or incomplete processing of this information, nor for any consequences of this for the counterparty. In case any visible mistakes, insufficiencies etc. appear in the delivered documents that should have been present at the point of delivery, Machine Factory Bosker B.V. is bound to replace or amend these documents.
The counterparty loses its rights towards the Machine Factory Bosker B.V., is liable for all damage and release Machine Factory Bosker B.V. of any liability claim by third parties in case and insofar as:
The mentioned damage has arisen from unprofessional use and/or with instruction and advice that is contrary to Machine Factory Bosker B.V. use of the documents or services by the counterparty;
The mentioned damage has arisen because the counterparty has otherwise acted against the instructions or advice given by Machine Factory Bosker B.V.
The mentioned damaged has arisen due to mistakes, insufficiencies or incorrectness in the information, information carriers etc. that have been made available or prescribed to Machine Factory Bosker B.V. (such as advice, documents etc. van third parties) and the Machine Factory Bosker B.V. has based their service provision on the aforementioned information.
Unless otherwise agreed, the counterparty must pay all amounts owed within 14 days of the invoice date. These dates are firm deadlines. When payment is not on time:
The counterparty will be obliged to, when this is demanded by Machine Factory Bosker B.V., cover the costs for extrajudicial expenses of at least 15% of the sum of the main sum and a default interest of at least € 150.00.
Everything that is owed by the counterparty to the Machine Factory Bosker B.V. must be done by the counterparty in time without any right to discount, suspension, settlement or reversal.
At the discretion of the Machine Factory Bosker B.V. the agreement can be fully or partially dissolved in the abovementioned or similar circumstances, without further default notice or judicial intervention, which can, but does not have to be combined with a demand for compensation.
In case the counterparty does not fulfil their payment obligations in due time, the Machine Factory Bosker B.V. is entitled to suspend the fulfilment of the obligation towards the counterparty to deliver to execute the activities until the payment is done or until security for payment is given.
The same goes before lack of payment if Machine Factory Bosker B.V. has a reasonable suspicion that the creditworthiness of the counterparty is insufficient.
Any payments done by the counterparty will first go to payment of any due interests and fees and will then go towards payment of public invoices that have been unpaid the longest, unless the counterparty explicitly mentions upon payment that it is related to a later invoice.
In case the counterparty, has one or more receivables of Machine Factory Bosker B.V. of any kind, then the counterparty relinquishes their right to settlement. The mentioned relinquishment of the right to settlement also applies in case the counterparty applies for (provisional) suspension of payment or is declared bankrupt.
The Machine Factory Bosker B.V. is and will be the rights holder of all rights and intellectual property that relate to or apply to or belong to documents produced by Machine Factory Bosker B.V., unless the parties explicitly agree otherwise in writing.
The execution of the rights mentioned in the previous paragraph of this article – publication or transfer of information included – will be clearly and explicitly be exclusive to the Machine Factory Bosker B.V., during as well as after the execution of the agreement. It is in no way allowed that any counterparty copies, reproduces, transfer to third parties or lets parties look into the documents provided by Machine Factory Bosker B.V. without their explicit prior written consent. It is also not allowed for anyone to download information and copy any information from Machine Factory Bosker B.V.’s website without their explicit consent.
By providing information to Machine Factory Bosker B.V., the counterparty declares that there is no infringement of copyright or any other intellectual property rights of third parties and relinquishes Machine Factory Bosker B.V. in all jurisdictions of any consequences, financial or other, that can result from this.
Taking into account what has been determined in other articles in these terms and conditions, the agreement concluded between the Machine Factory Bosker B.V. and the counterparty will be dissolved without judicial intervention and without any notice of default being necessary, if the counterparty:
In case of force majeure, Machine Factory Bosker B.V. has the right to dissolve the agreement or to suspend the fulfilment of its obligations towards the counterparty for a reasonable period of time without having to pay any compensation.
For the purpose of these terms and conditions, force majeure means: a shortcoming on the side of Machine Factory Bosker B.V. or third parties or suppliers employed by them that cannot be attributed to them, or another reasonable justification on the side of Machine Factory Bosker B.V.
Force majeure will include but will not be limited to the following: war, riots, mobilization, national and international disturbances, government measures, strikes and lock-out by workers or threat of such circumstances, disruption of the currency exchange at the time of the conclusion of the agreement, company disturbances due to fire, outage of automatization, internet or electricity, natural disasters and/or extreme weather.
The counterparty relinquishes all his rights to dissolution of the agreement under article 6:265 e.v. of the Dutch Civil Code or other legal provisions, unless mandatory rules oppose this.
Whatever is determined in sub A of this paragraph does not apply to the agreement with the counterparty.
For the purposes of these terms and conditions, the term “cancellation” means ending the agreement before the commencement of the execution by one of the parties.
For the purposes of this agreement, the term “termination” means ending the agreement after the commencement of the execution by one of the parties.
The counterparty is liable towards third parties for the consequences of the cancellation or termination and relinquishes the Machine Factory Bosker B.V. of any such liability.
Payments already transferred to Machine Factory Bosker B.V. will not be refunded, unless explicitly agreed otherwise by the parties.
Only Dutch law is applicable to the agreement between Machine Factory Bosker B.V. and the counterparty. Any disputes arising from this agreement will also be decided upon according to Dutch law.
Any disputes will fall under the jurisdiction of the Netherlands in case Machine Factory Bosker B.V. can make a claim before the court if the law does not mandatorily oppose it.
For disputes with a consumer, the counterparty can make known that he chooses to have the matter heard by the court with jurisdiction by law within one month after the Machine Factory Bosker B.V. has notified them that the case will be put forward to the court where Machine Factory Bosker B.V. has their registered office.
With relation to disputes that arise from an agreement concluded with a counterparty that is registered outside of the Netherlands, the Machine Factory Bosker B.V. is allowed to act as determined in paragraph 2 of this article or to put it forward to the relevant court in the country or state where the counterparty is registered, at its own discretion.
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