General terms and conditions
General terms and conditions OVERNAMEPARTNERS BV
- These general terms and conditions of sale and invoice apply to (the services of) OVERNAMEPARTNERS BV, with registered office at B-9000 GHENT, Congreslaan 25, RLE Ghent (section Ghent), EN 0875.037.295 (hereinafter OP), as well as of its legal successors, and in the framework of the cooperation with Clients of OP (hereinafter the Client(s)).
- OP specializes in mediating the purchase and sale of businesses. Apart from these general conditions, the special conditions (engagement letter, agreements confirmed by letter or e-mail, others) apply to the execution of her mediation assignments, which, in case of contradiction, prevail.
- OP positions itself to the best of its ability to successfully conclude all assignments entrusted to it and this within the applicable legal and regulatory environment and within the limits of the ethical standards it imposes on itself, taking into account the capacity of its Clients (whether, for example, they have the capacity of consumers within the meaning of the Economic Law Code (ELC).Within this scope all performances are to be considered as an effort obligation, as OP does not commit itself to any result.
- The data provided by the Client within the scope of the assignment of which OP reasonably knows or should know that they are of a confidential nature are considered as confidential information. OP shall only use this information within the scope of the assignment entrusted to it and shall not disclose it to third parties, unless it is obliged to do so as a result of any statutory provision or unless it is obliged to do so on the basis of a formal requirement of a judicial or governmental authority.
- All data and information are supplied by the Client to OP under the strict responsibility of the Client. The Client is responsible for the completeness and correctness of all information provided to OP.
- Within the scope of the assignment the Client commits himself to fully cooperate with the execution of this assignment and to provide all necessary information needed for the correct execution of the assignment. Furthermore the Client will refrain from acting in a way that can hinder OP in the proper execution of its assignment.
- The Client undertakes to provide without delay all information that OP is obliged to obtain under the Act of September 18, 2017 on the prevention of money laundering and the financing of terrorism and on the restriction of the use of cash, without which OP will not be able to execute or continue with the assignment.
- As part of the execution of the assignment the Client puts personal data at the disposal of OP. OP will process and store the personal data in a proper, careful and transparent manner, according to the Client’s instructions and with respect to the applicable legislation, in particular the GDPR. The personal data will be processed by OP according to the terms of OP’s Privacy Statement on its website (www.overnamepartners.be/privacy statement).
- Except in case of intent or serious fault, or for the non-performance (except in cases of force majeure) of an essential commitment that was the subject of the assignment, OP or its appointee cannot be held liable for possible damage which is the result of or is in relation with the execution of the assignment. Neither can OP be held liable for possible damage caused by the Client or by third parties, even third parties which they have advised (with due care), nor can they be held liable for any indirect or consequential damage or damage resulting from force majeure (which includes, among others, natural disasters, political unrest, pandemics, government actions, strikes and any form of cyber attack). Tax advice, advice regarding commercial decisions and suchlike are explicitly not included in the assignment of OP. In no case OP can be held responsible for the good result of an intended operation or transaction. In any case her liability is limited to her written advice and the total liability of OP cannot exceed the fee she actually received for an assignment from the Client, without exceeding the amount of EUR 35,000.00. Complaints have to be reported within 5 days to OP by registered letter, addressed to the address of the registered office. In any case OP can no longer be held liable six months after the facts or the negligence which are alleged to have caused the damage, unless for its intent or serious fault or for the intent or serious faults of its appointees.
- To the maximum extent permitted by applicable law, any claim of the Client (contractual and extra-contractual) which is in any way related to the performance of the assignment can only be made against OP. The Client thus expressly waives his right to bring any claims against the directors, employees, consultants and other agents or auxiliaries of OP, as well as, as the case may be, their representatives, employees, consultants or other agents or auxiliaries (hereinafter together the Auxiliaries). In any case, all limitations on liability and other remedies of OP against the Client, may also be invoked against the Client by its Auxiliaries, and these Auxiliaries may also invoke against the Client the remedies that they themselves may invoke against OP under their agreement with OP (clause for the benefit of a third party), unless and to the extent prohibited by mandatory law.
- The remuneration for OP’s services is calculated either on the basis of the number of hours worked multiplied by the agreed hourly rates (which can vary according to the seniority and specialisation of the staff involved and are adjustable) or on the basis of a fixed or variable (depending on the transaction value, usually a percentage of it) success fee or a combination of both, and this in function of the type of mandate, whereby a minimum fee can be determined. A price proposal can be requested from OP by e-mail: secretariaat@vdp.be.
- OP can demand a “retainer” from the Client before the start of the assignment and during the execution of the assignment, in the form of a fixed fee or on the basis of an hourly rate. In case of an assignment with a success fee the “retainer” is definitively due in full to OP, even when the transaction is not realised.
- The services provided by OP are in principle invoiced on a monthly basis or, if agreed otherwise, invoiced according to the progress of the services. Services delivered in a certain month or period can, within the legal limits, be invoiced in another month or period. Apart from the agreed fee for the performance, all additional costs incurred or borne by OP for the benefit of the Client, are for the account of the Client, including all costs specifically contracted directly with third parties which are necessary for the performance of the assignment.
- All fees are exclusive the applicable VAT. All invoices are immediately payable in Ghent, at the registered office of OP, without any financial or other discount, into the account number of OP stated on the invoice. Complaints concerning the invoice are only admissible if they are communicated within eight days after the date of the invoice by a motivated registered letter to the registered office of OP. After this period the invoice is considered as definitively accepted, which excludes the possibility of later complaints. In case of non-punctual payment, an interest of 1% per started month will be owed by the Client who is not a consumer within the meaning of the ELC, ipso jure and without any proof of default, until the day of full payment, as well as a fixed compensation amounting to 10 (ten) % of the owed sums, with a minimum of five hundred euros (EUR 500). With regard to the Client who can be considered a consumer within the meaning of the ELC, any recovery shall be carried out in accordance with the mandatory rules and restrictions in this respect (including interests and damages in the amount of the maximum allowed)
- In the event of non-payment of an invoice by the due date, the balance due of all other invoices, even those not yet due, shall become immediately payable.
- If, after the start of the assignment, unforeseen circumstances occur which would make the execution and realisation of the assignment by OP more difficult or more expensive, OP shall make new arrangements in mutual consent with the Client according to the new circumstances.
- OP is entitled to suspend the assignment ipso jure, after a notice of default, though without any judicial intervention, (i) if the Client does not fulfil the contractual agreements, including these general conditions, or does not pay an invoice by the due date, (ii) in case of insolvency, bankruptcy, liquidation, dissolution or other change in the legal situation of the Client, or (iii) in case OP is obliged to do so on the basis of the legislation and regulations applicable to it.
- OP will make every effort to meet its obligations, but cannot be held liable for non-compliance if it results from circumstances beyond its control, such as illness, strikes, work stoppages, wars, natural disasters, government actions, pandemics, cyber attacks or other events of force majeure that significantly interfere with or prevent the normal performance of its assignment.
- The advice, opinions, writings etc. which emanate from OP or arise within the scope of the assignment belong exclusively to OP and are only meant for the Client. The execution of the assignment will in no case include the transfer of intellectual property rights. Without the explicit permission of OP nothing can be reproduced, published or made public.
- Any dispute regarding these terms and conditions, an invoice or the services rendered by OP is subject to the exclusive competence of the courts and tribunals of Ghent (section Ghent) and to Belgian law.
- The above terms and conditions apply to all assignments, even within a continuing relationship, unless protested against within eight days of first receipt. Unless otherwise agreed, these conditions also apply to future relations between the parties. They are considered to have been established at the registered office of OP.
- If one of the provisions or part of a provision of these terms and conditions is declared invalid or inapplicable, the remaining provisions shall continue to apply. The provision whose enforceability is compromised will automatically be replaced by a legally enforceable provision, in accordance with the intent of the parties and their capacity.
