BCS: The private company with limited liability: BCS Group Holding B.V., with its registered office in Schiedam, the Netherlands, as well as its subsidiaries in the Netherlands, Belgium and or Germany. On the level of CS (crewing services) for the professional transport industry, BCS has the capacity to be a total solution provider. The activities can be subdivided into four sub activities: transport of people, document services, cash to master and service products.

Client: The natural person or legal entity who purchases these services from BCS.

Written: By means of a document or a letter, fax message or e-mail message signed by both parties or in any other digital form agreed by the parties.

Agreement: The agreement between BCS and Client.

Parties: Client and BCS jointly.

Services: The services of BCS, including transport services, visa on arrival, Dutch documents, letter of invitation, foreign visa, medical assistance, cash to master, hotel accommodation, tender transport, pandemic related matters, husbandry matters and preventive medical examination.

Website: https://boers-crewservices.com/

Force majeure: Any circumstance beyond the control of BCS under which compliance with the agreement cannot reasonably be expected from BCS.

Non-attributable shortcomings: Including war, danger of war, riot, fire, strike, blockades, exclusion, traffic disruption, illness of staff, failure to fulfill their obligations or failure to fulfill them on time by third parties.

The general sales/delivery terms and conditions of BCS apply exclusively to all agreements between BCS and the Client, as well as to all tenders/quotations on the part of BCS.

The applicability of the general terms and conditions used by the Client is hereby expressly excluded.

Deviation from these general sales/delivery terms and conditions is possible only if this has been agreed in writing between the parties. The other provisions of these general sales terms and conditions shall always apply, unless agreed otherwise. These terms and conditions apply correspondingly to all agreements with BCS whereby the services of third parties are engaged by BCS.

If any provision of these General Terms and Conditions is invalid, the remaining provisions of these General Terms and Conditions will remain in force. The invalid provision(s) in question will be replaced by another valid provision that will come as close as possible to the consequences intended by the invalid provision.

Provisions from these General Terms and Conditions do not apply if and insofar as mandatory legal regulations dictate otherwise. If a provision on this ground is void under certain circumstances, the arrangement most favorable to BCS will apply and all other provisions will remain in full force.

Each quotation or tender of BCS, in whatsoever form this is made, is in all aspects non-binding and may be withdrawn within five (5) calendar days of acceptance by the client or by BCS. The documents/info attached by BCS to the tender/quotation, form an integral part of the tender/quotation.

Each tender/quotation is based on the implementation/execution of the Agreement by BCS under normal circumstances and during normal working hours.

The validity term of the tender/quotation is one (1) week.

BCS is not bound to quotations or tenders of BCS that contain obvious (clerical) errors or mistakes.

The Agreement comes into effect in writing only on the day it is signed by both parties, or on the dispatch of a written commission by Client to BCS as acceptance of the tender/quotation made by BCS.

BCS reserves the right to refuse Agreements without stating reasons.

BCS shall undertake to fulfil the agreement according to its best insight and capacity, in accordance with the requirements of the requested service, all this in accordance with what may be expected in the context of the task entrusted to BCS.

BCS and Client must inform each other always concerning circumstances and developments, of which the other party should be informed in the context of the correct implementation/execution of the Agreement.

Cancellation or amendment of the Agreement by the Client entitles BCS to reimbursement of costs incurred, including costs arising from contractual or other obligations toward third parties, and compensation for loss of profit.

Client guarantees that the provided data at the disposal or at the request of BCS or a third party are reliable, trusted and complete.

After the Agreement has come into effect, it will be incorporated by BCS in its planning on the basis of the information available at that time. Client may not derive any rights from this planning. The changes wished by Client in the implementation/execution of the Agreement must be communicated in writing to BCS by Client, after which BCS shall inform Client concerning any amendments to the planning. Amendments to the Agreement shall be agreed exclusively in writing with reference to Article 6 of these general sales terms and conditions.

The terms communicated by BCS to Client concerning the services to be provided by BCS are merely indicative and may never be intended as an expiry date or deadline.

Specifications not given by Client will be carried out according to BCS standards that are known to Client, who accords with this.

BCS is entitled to have certain services carried out by third parties, without any need for the approval of, or the duty to inform, Client.

If, during the implementation/execution of the Agreement, it is evident that for a correct implementation/execution it is necessary to change or to supplement the activities to be carried out, BCS will submit a tender/quotation for the changes to Client for acceptance.

If Client during the implementation/execution of the agreement wishes to introduce a change, BCS will submit a tender/quotation for the consequences of this (not limitative: planning, price, etc.) to Client for acceptance.

If the parties agree that the Agreement is to be amended or supplemented, the deadline for completion of the implementation/execution may be influenced by this. The implementation of the Agreement that has already been signed will be postponed until the moment that the parties have reached an agreement in writing (or otherwise) concerning any changes to the Agreement.

All changes after the Agreement has gone into effect must be in writing (by means of a new tender/quotation).

The prices are stated on the tender/quotation and are in Euros,, according to the accompanying specifications, unless agreed otherwise in writing. If Client makes a change to the specifications of BCS, a price review will be conducted by BCS.

BCS is not bound to uphold an Agreement in the case of a price stated that is clearly based on a printing or writing error.

The prices agreed are based on the cost factors applying at the time that the Agreement goes into effect. BCS reserves the right to charge a Client a proportionate price increase in the case that price increases are introduced by its suppliers and in the case of other changes in the factors that determine the price.

One-off costs are costs made by BCS on entering into the Agreement or amending the Agreement.

The prices stated by BCS are excluding VAT and other statutory charges.

Additional work will be charged separately.

Full payment of the invoices must take place within thirty (30) calendar days of the invoice date, effectively received on the account of BCS.

All payments must be made in the manner stipulated by BCS without any deduction or set-off. Objections to the amount of the invoice shall not form a reason to suspend a payment obligation.

BCS has the right to suspend implementation/execution of the Agreement until such moment as it has received the full payment concerning the invoices of which the payment date has expired.

BCS reserves the right to demand financial guarantees and/or securities from Client, even after the partial delivery of the goods or services. In the absence of such, BCS is entitled to cancel the Agreement with immediate effect, without being bound to pay any damages compensation. The client is bound to honor the obligations existing at the moment of cancellation.

Delivered goods continue to be the property of BCS until the time that Client has made the full payment of the invoices. In the event that goods have not been paid for on the expiry of a payment term of one month after the date stipulated as the deadline, BCS has the right to cancel the Agreement with immediate effect and is entitled to repossess the goods, without prejudice to its right to claim damages compensation. Client shall cooperate in full with BCS in order that BCS has the possibility to exercise its right to the property by repossessing the object or the goods, including any dismantling that may be necessary.

If invoices are not settled not within the stipulated term, BCS is entitled to impose an interest charge for late payment of one (1) percent over the outstanding invoice sum per month, whereby in the case of a part of a month, the interest over the whole month will be charged with a minimum of € 50,00 per month due to additional administration costs.

In the case of liquidation, bankruptcy, seizure or suspension of payments of Client or if Client loses in any other way the free control or the free power to dispose of its property, the claims of BCS on Client shall come into effect immediately.

If, due to nonpayment by Client, BCS is obliged to take measures in order to nevertheless obtain payment, the extra legal costs incurred shall be paid by Client. The extra legal costs shall be fixed at fifteen (15) percent of the invoice sum, with a minimum of € 150, all this to be increased with the statutory interest.

Payment of a certain cash sum is intended in the first place as a reduction of the costs, subsequently as a reduction of the interest due in the past and finally as a reduction of the capital sum and the current interest due, notwithstanding if on making the payment the Client gives a different indication.

Any transport costs shall be charged to Client.

The goods are shipped for the risk of Client, irrespective of who pays the transport costs, even if the goods are delivered carriage paid.

The goods are packed in consultation with Client, or in accordance with what has been agreed between the parties. The goods are packed for the risk of Client.

The pick-up or delivery time is based on the work circumstances pertaining when the Agreement comes into effect and on timely arrival of boat, plane or train.

If there is any delay caused by circumstances not to blame on BCS, waiting time will be charged in blocks of 15 minutes.

If services are not executed in accordance with Agreement, and client wish to complain he/she must do this as soon as possible but at the very latest within seven (7) calendar days after executing the services. If this term has expired without the report of any founded complaints, the services are considered to have been accepted.

Client must check the delivered goods in the packaging. Hereby, the Client must check whether the delivered goods correspond to the Agreement.

If Client wish to complain concerning delivered goods, he/she must do this as soon as possible after discovering the fault or after he/she could reasonably have been expected to discover it but at the very latest within seven (7) calendar days of delivery of the goods. If this term has expired without the report of any founded complaints, the goods or the services are considered to have been accepted.

For the guarantee term and the compensated guarantee costs for defects as a consequence of material or production faults, BCS does not grant more than the factory guarantee.

Excluded from the guarantee are normal wear and tear and defects attributable to faulty use of the goods.

At the time that the goods are delivered or the service delivered and accepted, Client bears the risk of the goods and/or the service and of all direct and indirect damage that may occur to the goods or the service.

BCS is vis-à-vis Client liable only for loss that is the direct consequence of a defect that is attributable to BCS in the fulfilment of the Agreement, if and insofar as the loss could have been avoided with normal professional knowledge and experience and taking into account normal caution and professional conduct.

BCS may be held liable only to the maximum loss sum amounting of the purchase sum of the goods or services in question, or the invoice sum for the implementation/execution of the services.

BCS is not liable for loss caused by carelessness or lack in the information provided by or on behalf of the Client.

BCS may never be held liable for errors in the manufacture that are the consequence of defects, lack of clarity, wrong numbering, of errors in item numbers or order numbers on manufacturing or order documents of Client.

BCS may never be held liable for indirect loss, including consequential loss, foregone profits, missed savings, loss due to industrial stagnation, damage caused to the goods being worked on or to goods in the vicinity of the location of the work, by or during the implementation/execution of the service taken on, or damage caused by deliberate intent or the gross negligence of assistants.

Client indemnifies BCS for any claims of third parties, who in connection with the implementation of the Agreement suffer a loss, the cause of which is attributable not to BCS but to another party.

In the event that, based on this, BCS should have a claim against it by any third party, Client is bound to support BCS, both legally and extra legally and to do immediately all that may be expected of it. If Client should be in default in taking adequate measures, BCS is entitled to proceed, without the need for any notice of default. All costs and losses on the part of Client and third parties that are caused by this shall be entirely for the account and risk of Client.

The Agreement terminates legally on the expiry of the term referred to in the Agreement and on conclusion of the activities cited in the Agreement or execution of services or the delivery of the goods, as long as all invoices of BCS have been paid.

If the parties do not reach an accord over an amendment to the Agreement, the Agreement may be terminated prematurely by either of the parties. In the case of such termination of the Agreement, Client is bound to compensate BCS for the part of the Agreement already fulfilled by BCS (according to the Agreement).

If Client wishes to terminate an Agreement with BCS, this termination must be in writing. In the case of a premature termination of the Agreement by Client and acceptance by BCS, BCS reserves the right to demand loss compensation for the losses incurred and to be incurred, composed of:

remaining order sum + fifteen (15) percent;

outstanding invoices;

remaining material + ten (10) percent;

outstanding hours;

any additional settlements for tooling, developments and/or machines.

BCS may terminate the Agreement with Client with immediate effect, without prejudice to the other rights of BCS based on the legal provisions, if:

Client has ceased to exist or has been dissolved, has been converted to a different legal form, legally merged or legally split;

The company of Client has been closed down or the company of Client has been transferred to a third party;

A limited right or attachment is imposed on one or more shares of Client in the capital of a company with a limited right of attachment and that right of attachment has not been cancelled within thirty (30) days;

Client is declared bankrupt, suspension of payments is granted to him/her, irrespective of whether this is provisional, due to sequestration, due to placement under legal control or loss in any other way of the free authority to dispose of their capital, all this irrespective of whether the relevant legal ruling has become irrevocable, or Client has offered a settlement to its creditors outside bankruptcy;

Client has been remiss in the fulfilment of any obligation ensuing from the Agreement, after BCS has served him/her a notice of default and if after expiry of a reasonable (recovery) term, fails in the fulfilment of the Agreement. For the application of this section, a notice of default is to be understood as any communication from which it is unambiguously clear that BCS requires fulfilment;

After the Agreement has gone into effect, BCS has been informed of circumstances that give sound reasons to suppose that Client will not comply with the obligations;

A change of control takes place within the company of Client.

The parties are not bound to the fulfilment of any obligation, if they are hindered in this as a consequence of circumstances beyond their control, and nevertheless in pursuance of the law, a legal case or interpretations applying in commerce are charged to them.

In these general sales/delivery terms and conditions, force majeure is to be understood as in addition to what is understood in this context in the law and jurisprudence, all external causes, foreseen and unforeseen, in respect of which BCS cannot exercise any influence, but due to which BCS is not in a position to fulfil its obligations. This includes strikes in the company of BCS.

As soon as it is clearly impossible for one of the parties to fulfil its obligations due to the existence of the situation of force majeure or as soon as the situation of force majeure continues for longer than six (6) weeks, either party is entitled to dissolve the Agreement.

Insofar as BCS at the time of the start of the force majeure had in the meantime fulfilled its obligations ensuing from the Agreement in part or is able to fulfil these, BCS is entitled to invoice separately the part fulfilled or the part to be fulfilled. Client is bound to settle this invoice as if it were a separate agreement.

The laws of the country in which (the relevant company of) BCS, as selling party, has its registered office shall apply to the Agreement(s), unless agreed otherwise in writing.

Any dispute that may ensue from Agreements, that BCS enters into with Client or any other agreements as implementation of this agreement, shall be settled exclusively by the authorized judge of the Court in the district in which (the relevant company of) BCS, has its registered office, unless agreed otherwise in writing.

Notwithstanding what has been stipulated under Article 15 clause 2 of these general sales/delivery terms and conditions, BCS reserves the right to serve a writ on the client before the authorized legal authority in the place of residence or of the registered.

BCS is authorized to change these General Terms and Conditions. The amended deviation(s) shall take effect on the date indicated in the amendment decision After the moment of change, a new version of the general terms and conditions will be available to read and download on the BCS website.

These General Terms and Conditions come into effect on January 9, 2024.

If any provision from these General Terms and Conditions or from the underlying Assignment/Agreement is wholly or partly void and/or not valid and/or unenforceable, as a result of any statutory provision, court decision or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these General Terms and Conditions or the underlying Agreement.

If a provision of these General Terms and Conditions or the Mutual Assignment/Agreement is not valid for a reason as referred to in the previous paragraph but would be valid if it had a more limited scope or scope, then this provision will - firstly - automatically apply with the most far-reaching or extensive, limited scope or scope with which or in which it is valid.

Without prejudice to the provisions of paragraph 2, the parties may, if desired, enter into consultation in order to agree on new provisions to replace the void or annulled provision. This will be done as closely as possible with the purpose and scope of the void or annulled provisions.