Terms and Conditions

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always capitalized, are used with the following meaning.

Bohnen & Ko: the general partnership Stuwadoorsbedrijf Bohnen & Ko, the user of these general terms and conditions, established at Dorpstraat 25, 5221 AH in 's-Hertogenbosch, registered in the Trade Register under Chamber of Commerce number 87882655.

Client: any legal entity, or natural person acting in the exercise of a profession or business, with whom Bohnen & Ko has concluded or intends to conclude an Agreement.

Parties: Bohnen & Ko and the Client jointly.

Agreement: any agreement between the Parties in the context of which Bohnen & Ko has committed itself towards the Client to perform Work.

Work: the work to which Bohnen & Ko has committed itself towards the Client in the context of an Agreement, including, but not limited to and in the broadest sense of the word, the loading and unloading of containers, logistical support, the sorting and transferring of goods and all activities related thereto or resulting therefrom

In Writing: communication in writing, communication by e-mail or any other form of communication that is equivalent to this in view of the state of the art and the prevailing views in society can be stated.

ARTICLE 2. | GENERAL PROVISIONS

These general terms and conditions apply to every offer from Bohnen & Ko and every Agreement.
These general terms and conditions also apply to Agreements for the performance of which self-employed auxiliary persons (third parties) who are not subordinate to Bohnen & Ko are engaged by Bohnen & Ko.
The applicability of any general terms and conditions of the Client, under whatever name, is expressly rejected.
The provisions of these general terms and conditions can only be deviated from expressly and in writing. If the Parties have expressly agreed in Writing deviates from the provisions of these general terms and conditions, what the Parties have agreed explicitly and In Writing will apply.
Destruction or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such does not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to make an alternative arrangement with regard to the affected clause. In doing so, the purpose and purport of the original provision will be taken into account as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

Every offer from Bohnen & Ko (including its quotations and contracts offered for signature) is without obligation, even if a term of acceptance is stated. Bohnen & Ko can still revoke its offer without delay, or at least as soon as possible after its acceptance by the Client.
If an offer from Bohnen & Ko is based on the information provided by the Client, the Client guarantees the correctness and completeness of this information. Bohnen & Ko is never liable for any damage caused as a result of incorrect or incomplete information provided by the Client.
Obvious errors and mistakes in an offer from Bohnen & Ko are not binding.
Without prejudice to the provisions of paragraph 1, each Agreement is concluded at the moment that Bohnen & Ko's offer has been accepted by the Client in any manner indicated by Bohnen & Ko. If the Client's acceptance deviates from Bohnen & Ko's offer, the Agreement will not be concluded in accordance with this deviating acceptance, unless Bohnen & Ko indicates otherwise.
If Bohnen & Ko provides the Client with a Written confirmation of an Agreement, which has been concluded verbally, this confirmation will be deemed to accurately and therefore will completely represent the Agreement, unless the Client complains to Bohnen & Ko within two working days after receipt of the confirmation by e-mail or in any other form.

ARTICLE 4. | DURATION AND CANCELLATION OF THE AGREEMENT

The Agreement ends upon completion of the Work or upon expiry of the specific term for which it has been decided on.
In the event that the Client cancels the Agreement, the following cancellation policy will apply. If the Client cancels the Agreement:
Up up to 7 days before the day of performance of the Work, cancellation is free of charge;
from the 7th day (including the 7th day) before the day of performance of the Work, the Client will continue to owe the full agreed price.
In the event that the Work is spread over several days, i.e. the Agreement has a lead time longer than one day, the above cancellation arrangement applies to each individual day on which it has been agreed that Work would be performed. In the event of timely cancellation, the Client does not owe any payment for the relevant day, or the total price will be reduced proportionately.

ARTICLE 5. | CONTENT AND SCOPE OF THE AGREEMENT

Bohnen & Ko only commits to those performances that have been expressly agreed in Writing. If Bohnen & Ko is hindered in the performance of the Work by a circumstance that should reasonably be at the risk of the Client, such as in the event of non-compliance with the obligations of the Client under these general terms and conditions, or because the Client has provided incomplete information before entering into the Agreement, the resulting additional costs and damage suffered will be paid by the Client. Any additional waiting hours will be charged on the basis of the usual hourly rate applied by Bohnen & Ko.

Cost-increasing circumstances

Cost-increasing circumstances are circumstances of such a nature that, when the Agreement is concluded, it is not necessary to take into account the chance that they would occur, which cannot be attributed to Bohnen & Ko and which can increase the costs of the already agreed Activities.
Cost-increasing circumstances entitle Bohnen & Ko to compensation for the resulting consequences.
If Bohnen & Ko is of the opinion that cost-increasing circumstances have occurred, they will inform the Client as soon as possible. Subsequently, the Parties will consult shortly about whether cost-increasing circumstances have arisen and, if so, to what extent the cost increase will be reimbursed by the Client in reasonableness and fairness.
The Client is allowed to limit or simplify the Work already agreed upon or to terminate the Agreement in whole or in part for a fee. The amount that the Client owes in this case will be determined in accordance with standards of reasonableness and fairness, on the understanding that the Client, without prejudice to the provisions of Article 4, will at all times continue to owe the initially agreed total price in full.

Additional work

Additional work applies in the event of a change or addition to the Agreement or the conditions of implementation desired by the Client.
In the event of changes to the Agreement or to the terms of performance, Bohnen & Ko can only demand an increase in the price if it has informed the Client within a right amount of time of the need for a resulting price increase, unless the Client deems this as necessary, which he should have understood himself beforehand.
Changes to the Agreement or the conditions of implementation will be agreed In Writing or by phone.

ARTICLE 6. | THIRD PARTIES

Bohnen & Ko is entitled to leave the performance of the Agreement in whole or in part to independent auxiliary persons not subordinate to it (referred to as 'third parties' from now on) and thus to involve third parties in the performance of the Agreement.
Except insofar as the law precludes this in view of the circumstances of the case, Bohnen & Ko is not liable for errors or shortcomings of any third parties involved by it in the Agreement.
Bohnen & Ko is under no circumstances liable for errors and shortcomings of third parties with whom the Client has entered into an agreement in this respect, even if this has been done on the advice of or through the mediation of Bohnen & Ko.
These general terms and conditions are also stipulated for the benefit of any third parties involved by Bohnen & Ko in the performance of the Agreement. Therefore, the right to fulfillment of the stipulations cannot be exclusively reserved to Bohnen & Ko by their nature or purport, these third parties can invoke the provisions of these general terms and conditions vis-à-vis the Client and the provisions of these general terms and conditions will apply. also with regard to the third parties referred to, as if they themselves were a party to the Agreement instead of Bohnen & Ko.
It is possible that the third parties engaged by Bohnen & Ko in the performance of the Agreement wish to limit their liability in this respect. Bohnen & Ko assumes and, if necessary, hereby stipulates that the Agreement concluded with it includes the authority to accept such a limitation of liability also on behalf of the Client.

ARTICLE 7. | TERMS

Bohnen& Ko makes every effort to comply with the implementation terms agreed with the Client, but these terms can only be regarded as indicative, non-fatal terms. Bohnen & Ko's default does not take effect until the Client has given Bohnen & Ko notice of default in Writing, in which notice of default a reasonable term has been stated for compliance, and only if Bohnen & Ko is still in default after the expiry of the latter term.
Default of Bohnen & Ko entitles the Client to dissolve that part of the Agreement to which the default relates, but never the right to additional compensation.

ARTICLE 8. | OBLIGATIONS OF THE CLIENT & PERFORMANCE OF THE WORK

The Client must provide all information (including documentation) that is reasonably relevant for the set-up and performance of the Work, to Bohnen & Ko in a timely manner, completely and in any manner indicated for that purpose. The Client guarantees the correctness of all information provided to Bohnen & Ko
The Client guarantees that Bohnen & Ko can perform the Agreement in accordance with what has been expressly agreed in Writing. The Client must always provide Bohnen & Ko with all cooperation required for the implementation of the Agreement. The Client takes all reasonable measures to optimize the performance of the Agreement. The Client is also obliged to notify Bohnen & Ko as soon as possible of all facts and circumstances that become apparent, whether or not after the Agreement has been concluded, and of which it is reasonably known that those facts or circumstances influence the timely and/or proper performance of the Agreement.
The Client must ensure the correct and timely performance of all devices, facilities and other conditions that are necessary for the proper performance of the Work. In particular, the Client must, insofar as relevant in view of the nature of the Work, ensure at its own expense and risk that:
1. the persons employed by Bohnen & Ko gain access to the place of performance within the agreed time frame in order to perform the Work during the agreed working hours;
2. the place of performance is free of obstacles;
3. any items to be made available by the Client or by third parties on its behalf are available in a timely manner to the persons employed by Bohnen & Ko;
4. the persons employed by Bohnen & Ko at the location where the Work is performed have free access to all facilities reasonably required;
5. all safety and precautionary measures reasonably required of the Client have been taken and maintained during the performance of the Work, as well as that all measures have been taken and are maintained in order to comply with applicable statutory and other government regulations.

ARTICLE 9. | FORCE MAJEUR

Bohnen & Ko is not obliged to fulfill any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or generally accepted views. Force majeure, in addition to what is understood in this regard in legislation and jurisprudence, is understood to mean all external causes over which Bohnen & Ko has no influence and which make the (further) performance of the Agreement impossible or seriously impede, including extreme weather conditions, shortage of personnel, transport difficulties, disasters, epidemics, pandemics, war and threat of war, defects in machines or installations, riots and strikes.
If the force majeure situation makes compliance with the Agreement permanently impossible, the Parties are entitled to terminate the Agreement with immediate effect without judicial intervention.
If Bohnen & Ko has already partially fulfilled its obligations upon the occurrence of the force majeure situation, or can only partially fulfill its obligations, Bohnen & Ko is entitled to separately invoice the part of the Agreement that has already been performed, or the part that can still be performed, respectively, if there was an independent Agreement.
Damage caused as a result of force majeure will never be eligible for compensation, without prejudice to the provisions of the previous paragraph.

ARTICLE 10. | SUSPENSION AND DISSOLUTION

Bohnen & Ko is, if the circumstances of the case reasonably justify, authorized, without judicial intervention, to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Client fulfills its obligations under fails to comply with the Agreement, or fails to do so on time or in full, or circumstances that have come to the knowledge of Bohnen & Ko after the Agreement has been concluded give good grounds to fear that the Client will not fulfill its obligations. If the fulfillment of the Client's obligations in respect of which it falls short or threatens to fall short is not permanently impossible, the right to dissolve only arises after the Client has been given written notice of default by Bohnen & Ko.
If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been levied on its goods or in cases where the Client cannot freely dispose of its assets in any other way, Bohnen & Ko is entitled to terminate the Agreement with immediate effect. effective and without judicial intervention in whole or in part, unless the Client has already provided sufficient security for payment.
The Client is never entitled to any form of compensation in connection with the right of suspension or dissolution exercised by Bohnen & Ko.
The Client is obliged to compensate Bohnen & Ko for any damage suffered as a result of the suspension or dissolution of the Agreement.
If and insofar as Bohnen & Ko dissolves the Agreement on the basis of this article, immediately, all claims against the Client are due and payable.

ARTICLE 11. | TERMS OF PAYMENT

Invoicing takes place after completion of the Work, unless expressly agreed otherwise in Writing and on the understanding that if the Agreement has a duration of more than one month, invoicing will be monthly.
Payments must be made by bank transfer, within 31 days of the invoice date.
If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payment, any attachment has been levied on its goods or in cases where the Client cannot freely dispose of its assets in any other way, immediately, all the claims against the Client are due and payable.
Bohnen & Ko is entitled to make the invoices due to the Client available to the Client exclusively by e-mail.
If timely payment is not be done on time, the default of the Client will take effect by operation of law. From the day the Client is in default, the Client owes interest of 2% per month on the outstanding amount, whereby part of a month is regarded as a full month. If timely payment is not made, Bohnen & Ko is also entitled to suspend the performance of the Agreement with immediate effect, without prejudice to its other rights as referred to in Article 10.
All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Client, will be borne by the Client.

ARTICLE 12. | LIABILITY AND INDEMNIFICATION

The Client bears the damage caused by inaccuracies in the Work assigned by it, inaccuracies in the methods or constructions required by the Client or data provided, any other shortcoming in the fulfillment of the Client's obligations arising from the law or the Agreement, as well as any other circumstance that cannot be attributed to Bohnen & Ko.
Bohnen & Ko is never liable for indirect damage, including loss suffered, lost profit and damage as a result of business interruption. Without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of paragraph 5, Bohnen & Ko can only be held liable towards the Client for direct damage suffered by the Client as a result of an attributable shortcoming on the part of Bohnen & Ko in the performance of the Agreement. Attributable shortcoming is understood to mean a shortcoming that a colleague acting properly and with due care can and should avoid, with due observance of normal attention and the professional knowledge and resources required for the implementation of the Agreement.
Should Bohnen & Ko be liable for any damage despite the provisions of these general terms and conditions, Bohnen & Ko will at all times be entitled to repair this damage. The Client must give Bohnen & Ko the opportunity to do so, failing which any liability of Bohnen & Ko in this respect will lapse.
The right to institute a legal claim or defense in connection with the assertion that the Work has not been carried out, has not been carried out completely or has not been carried out properly, lapses if the alleged shortcoming is not reported within seven days after discovery thereof, or at least the reasonable discovery thereof, In Writing and reasoned notification has been made to Bohnen & Ko.
The liability of Bohnen & Ko is limited to at most the proper performance of the Work. If and insofar as such repair is not possible or useful, the liability of Bohnen & Ko is limited to a maximum of the invoice value of the Agreement, or at least to that part of the Agreement to which Bohnen & Ko's liability relates, on the understanding that the liability of Bohnen & Ko will never amount to more than the amount that is actually paid out in the relevant case on the basis of the liability insurance taken out by Bohnen & Ko, increased by any deductible of Bohnen & Ko that applies under that insurance.
The limitation period for all legal claims against Bohnen & Ko is 12 months after the claim arose.
The Client indemnifies Bohnen & Ko against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to one or more parties other than Bohnen & Ko. If Bohnen & Ko should be held liable by third parties on that basis, the Client is obliged to assist Bohnen & Ko both in and out of court and to immediately do everything that may reasonably be expected of him in that case. Should the Client fail to take adequate measures, Bohnen & Ko shall be entitled to take such action itself without notice of default being required. All costs and damage incurred by Bohnen & Ko and third parties as a result thereof are fully for the account and risk of the Client.

ARTICLE 13. | NON TAKEOVER STAFF

During the term of the Agreement as well as for a period of six months after termination thereof, the Client will not in any way, without the prior Written permission of Bohnen & Ko, employ personnel of Bohnen & Ko or otherwise, directly or indirectly, for employ himself or an affiliated company.
In the event of a violation of the provisions of the previous paragraph, the Client will owe an immediately due and payable fine of € 10,000 (in words: ten thousand euros) per violation and € 500 (in words: five hundred euros) for each day that the violation continues. Payment of the fines due does not release the Client from its other obligations arising from this article. This provision also does not affect the possibility for Bohnen & Ko to claim compensation for its full damage.

ARTICLE 14. | FINAL PROVISIONS

Bohnen & Ko is at all times entitled to transfer its rights and obligations under the Agreement to a third party.

Bohnen & Ko is entitled to change these general terms and conditions. In such a case, the Client will be notified of this, whereby the amended general terms and conditions will be provided to him and after which they will apply.

Dutch law applies exclusively to each Agreement and all legal relationships between the Parties arising from it.

The parties will not appeal to the court until they have made every effort to settle the dispute in mutual consultation.

Only the competent court within the district of the District Court of East Brabant will be appointed in the first instance to take cognizance of any legal disputes between the Parties, without prejudice to the right of Bohnen & Ko to designate another competent court according to the law.