GENERAL TERMS AND CONDITIONS
Regulation of the legal relationship between Captains Of Finance BV, hereinafter referred to as Captains Of Finance, headquartered in Grimbergen, and its client(s).
Applicability of these terms:
1.1. These general terms and conditions apply to every offer and every agreement between Captains Of Finance and its client(s), unless expressly deviated from in a written agreement between the parties.
1.2. If the client is composed of separate individuals who act jointly in providing the assignment, each of them is jointly and severally liable for all obligations towards Captains Of Finance. Individuals include legal entities.
1.3. If Captains Of Finance deviates from one or more articles of these terms in an agreement, such deviation shall apply only once and only insofar as it is expressly agreed upon in writing. All articles of these general terms and conditions not expressly deviated from remain fully in effect. In subsequent agreements, such a one-time deviation can never be invoked.
Offers
2.1. All our offers are non-binding until a written agreement has been concluded and must always be considered as a whole.
2.2. Quotations, quantities, executors, reports, and similar elements in our offers are not binding unless expressly included in an agreement signed by both parties or in an order confirmation signed by Captains Of Finance.
Use and ownership of provided information
3.1. The copyright of issued documents rests and remains with Captains Of Finance.
3.2. Captains Of Finance undertakes to keep all specific knowledge about the client’s business confidential. Conversely, the client undertakes to keep any specific knowledge gained in the context of the collaboration with Captains Of Finance regarding Captains Of Finance’s activities confidential.
Content and modification of the agreement
4.1. The assignment is established when Captains Of Finance has confirmed the agreement in writing, a written offer from Captains Of Finance has been accepted by the client, or the agreement has been confirmed in another written manner by both parties. Communication via email and/or scanned signed documents is considered written communication.
4.2. If an additional agreement is concluded, Captains Of Finance reserves the right to invoice the modification or addition separately when executed.
4.3. If the client makes changes to the requirements for the assignment after approval, the necessary additional work will be charged separately based on time spent and costs incurred unless explicitly agreed otherwise in writing.
4.4. Captains Of Finance is entitled to engage subcontractors of its choosing for the services and work to be performed.
Termination of the agreement
5.1. If the client cancels or terminates an assignment prematurely, contrary to the contractual agreement, they owe Captains Of Finance compensation, including remuneration for completed work, incurred costs, and costs arising from any commitments Captains Of Finance has made to third parties to fulfill the assignment. Additionally, the client owes Captains Of Finance 100% of the remaining remuneration and costs that would have been due for full completion of the assignment. These amounts must be paid within thirty days of the invoice issued by Captains Of Finance.
5.2. Claims by Captains Of Finance against the client are immediately due in the following cases:
Prices
6.1. The agreed price is the rate mentioned in the agreement or order confirmation, exclusive of VAT.
6.2. For transactions in foreign currencies, the agreed price is the Euro equivalent based on the exchange rate on the date of the order confirmation or agreement’s conclusion.
6.3. If changes occur in wages, social charges, labor conditions, VAT, or other levies, which influence Captains Of Finance’s cost price, Captains Of Finance and the client will negotiate in good faith to adjust the price. If no agreement is reached within 15 calendar days, Captains Of Finance reserves the right to terminate the agreement.
Delivery time
7.1. Unless expressly agreed otherwise, an agreed delivery time is not a strict deadline allowing the client to dissolve the agreement. If timely delivery is not achieved, the client must give written notice to Captains Of Finance, after which the parties will negotiate a solution in good faith. In case of force majeure (see article 12), the delivery time will be extended by a period deemed reasonable given the circumstances. If this period exceeds six months, both parties may dissolve the agreement without any compensation obligation.
Delivery
8.1. The client does not acquire ownership of delivered items. Captains Of Finance retains ownership of delivered items and designs until all amounts owed by the client are paid. If the client fails to pay on time, Captains Of Finance is entitled to reclaim the delivered items, including dismantling them from any assembled goods if necessary.
Payment
9.1. If a fixed price is agreed upon, monthly advances up to the estimated amounts may be charged. Captains Of Finance will send invoices for these advances.
9.2. Payments must be made on the agreed payment date or within 30 days of the invoice date, without any deductions or set-offs.
9.3. Late payments will incur a flat fee of 10% on the owed sums (with a minimum of €40) and interest as per the Belgian Act on combating payment delays in commercial transactions dated 2 August 2002. This applies automatically and without prior notice.
9.4. In case of dissolution, bankruptcy, or similar proceedings involving the client, all obligations become immediately due.
9.5. Payments by the counterparty always cover interest and costs first, followed by the oldest outstanding invoices.
Complaints
10.1. Commitments by Captains Of Finance to its clients are considered obligations of means, never results.
10.2. Complaints about Captains Of Finance’s services must be submitted in writing within one month after performance or delivery, detailing the facts of the complaint.
10.3. Complaints regarding deviations from agreed specifications are voided if they do not meet the requirements above.
10.4. Any liability is capped at the total amounts invoiced (excluding VAT) for services rendered over the preceding six months, except in cases of intentional fault.
Liability and force majeure
(Refer to articles 11 and 12 of the original text for details.)
For further sections, detailed terms regarding on-site assignments, pricing, and invoicing have been similarly outlined. Let me know if additional refinements or summaries are required.