General terms and Conditions Branche Creditmanagement (BCM)
article 1. definitions
In these terms and conditions the following terms shall have the following meanings:
- MODINT C&F: the private company with limited liability Branche Creditmanagement B.V., acting under the name and hereinafter further referred to as MODINT C&F, (also when it acts under the name(s) of its legal predecessors).
- Client: any natural or legal person, who has concluded or wants to conclude an agreement with MODINT C&F with respect to services or for any other reason, respectively to whom MODINT C&F has made an offer to conclude an agreement.
- Service: representing the interests of and/or supplying goods and/or services to one or more clients in the economic, commercial, technical, social and/or legal field in the broadest sense of the word, including providing (but not limited to) advice and/or supplying data and/or performing activities in the field of debtor management or debt collection, credit insurance, credit information, financing and/or all other services performed or to be performed in the future by MODINT C&F.
- Agreement: an agreement under civil law, as well as any other business relationship between MODINT C&F and the client under which services are performed.
- Third party: a party brought in by MODINT C&F, who provides goods or services to MODINT C&F at its request.
- D-Basics: supplier of interface with the name ‘Creditline’, for periodically sending current financial information from your accounting package to MODINT C & F for credit management services.
article 2. in general
- These General Terms and Conditions apply to all offers made by MODINT C&F and agreements concluded by MODINT C&F with its clients.
- Unless otherwise agreed in writing, all quotations by MODINT C&F shall be without obligation and shall lapse if the client has not expressly accepted them within one month.
- Changes and additions to these General Terms and Conditions shall be binding on the client from one month after notification of such change or addition to the client.
article 3. duration of the agreement and termination
- Each agreement with MODINT C&F is concluded for the period agreed in that agreement.
- Termination by the client of an agreement entered into with MODINT C&F can only be done in writing and with observance of a notice period of at least 2 months before the end of the period.
- If the contract is not terminated in time by the client according to article 3 paragraph 2, the contract will be automatically and tacitly renewed for the period of 12 months.
- If the client terminates the agreement, the treatment of current orders at the then current conditions and rates will continue until the end of the period.
article 4. undertaking, obligation to perform to the best of one’s abilities
- Client can only derive rights from promises made by or on behalf of MODINT C&F, if and insofar as these promises are confirmed in writing by MODINT C&F.
- MODINT C&F will strive to perform the service as correct and timely as possible (obligation of effort).
article 5. rates
- MODINT C&F is entitled to adjust its rates annually. Such an adjustment will be communicated in writing.
- MODINT C&F reserves the right to change the rate charged on a specific invoice afterwards, in case of incorrect or incomplete information provided by the client. In this case, the client has no right to withdraw from this agreement prematurely.
article 6. invoices, payment, complaints, interest and costs
- Invoices from MODINT C&F must be paid by the client within 30 days after the invoice date, unless explicitly agreed otherwise.
- Complaints about delivered services and / or invoices are only valid if they are received by MODINT C&F in writing with a description of the complaint within 14 days after the execution of the service or within 14 days after the invoice date at the latest.
- In case of non (timely) payment of an invoice, the client shall owe MODINT C&F at least a 12% interest per year over the outstanding amount after the due date, as well as extrajudicial collection costs according to the law.
article 7. settlement, deposit and guarantee
- Unless otherwise agreed, all monies received by MODINT C&F from and for the client shall serve as security for all that MODINT C&F, for whatever reason, may owe the client or any company affiliated with the client in the broadest sense of the word. Client is obliged to inform MODINT C&F about any company affiliated with it, regardless of the nature of the mutual relationship between client and the affiliated company. This therefore applies to, among others, parent / subsidiary, holding structures, and the like.
- Unless otherwise agreed, MODINT C&F shall always have the right to set off outstanding claims on client against any monies received from and for client.
- Client irrevocably authorizes MODINT C&F to have its claims against client settled from funds held in its bank, factoring company and/or insurance company for its benefit.
- During the term of any agreement with the client (given the nature and scope of the services, the financial obligations arising from this and related risks), MODINT C&F shall always have the right to demand payment of a deposit from the client and / or to form an (additional) deposit / guarantee from and for the client to settle existing and / or future claims.
- MODINT C&F may also exercise the rights described in article 7 paragraph 2, paragraph 3 and paragraph 4 against any company it considers affiliated with the client, for any claim of MODINT C&F on the client or in the opinion of MODINT C&F affiliated with the client.
article 8. information, assistance and service
- Client and MODINT C&F will provide each other with all the assistance and information that is important for a good service. At MODINT C&F’s first request, client is obliged to provide all cooperation and (copies of) all documents and information relevant to the services.
- Client shall immediately inform MODINT C&F of:
a. a change in its legal form, address or bank account number(s);
b. a petition for bankruptcy, a request for suspension of payments in his name, a request for debt restructuring or an offer of a private settlement by the client to his creditors;
c. any attachment of the Client’s rights or goods;
d. the winding-up, transfer or merger of the principal’s business;
e. a change in the management of the company of client or any change in the ownership of the company;
f. everything else MODINT C&F needs to know about the company of the client or one or more companies connected to this company in any way for a correct execution of the service;
g. a complaint reported by a customer against MODINT C&F that relates to the services provided by MODINT C&F.
a. For a correct and effective flow of data between MODINT C&F and client, if MODINT C&F deems it necessary for the service, an interface will be established at MODINT C&F’s discretion.
b. Use of D-Basics must take place according to instructions from D-Basics and MODINT C&F and becomes part of the agreement. Purchase takes place through MODINT C&F.
c. Client must cooperate in the implementation of D-Basics and is responsible for the correct delivery of data through D-Basics on the basis of which MODINT C&F can perform its services.
d. MODINT C&F reserves the right to unilaterally add to or change these specific conditions or product definitions.
- Notification of invoices
a. Client notifies, for the purpose of MODINT C&F’s invoice collection services, its (overdue) invoices and credit notes, (partial) payments or other counterclaims from its customers against these.
b. The overdue invoices in question shall be the property of the client, who shall be entitled to reclaim them and who shall notify MODINT C&F by return of post, of any (possible) pledge, even if this takes place after the conclusion of this agreement.
c. Client has the right to report (remaining) invoices up to a further agreed (relatively low) amount, for collection or not.
d. Client shall notify MODINT C&F as soon as possible, but no later than three business days after receipt or occurrence of credit notes, (partial) payments or other counterclaims related to (invoice) amounts reported for collection.
e. MODINT C&F is authorized to receive payments or make payment arrangements on behalf of Client. Payments received by MODINT C&F shall, subject to the provisions of Article 7 of these General Terms and Conditions, be transferred to the bank account specified by the client.
f. Notification of (overdue) invoices or notification of credit notes, (partial) payments or other counterclaims by the client or on behalf of the client by third parties (such as administration/accountancy firms), shall take place under the responsibility of the client, in a manner desired and approved by MODINT C&F.
- Debt collection.
a. MODINT C&F undertakes, unless otherwise agreed, to take action for collection as soon as possible, but no later than one week after notification of (overdue) invoices by the client.
b. MODINT C&F will, based on an agreed management process, automatically start collection claims of overdue invoices based on the agreed method, or failing this, handle them in the usual way.
c. MODINT C&F will only start legal collection of overdue invoices after a per case specific or general authorization granted and received by MODINT C&F is issued by the client. All costs related to the judicial collection, incurred by third parties and / or by MODINT C&F, insofar as not recoverable from the relevant customer, shall be borne by the client.
d. MODINT C&F shall, to the extent permitted and desired by the client, increase the principal amount supplied by the client with the extrajudicial collection costs and interest. The extrajudicial costs and interest shall amount to a maximum of what the supplier and the debtor have agreed on this. If nothing has been arranged in this regard between the supplier and the debtor, the statutory graduated scale of extrajudicial collection costs shall be passed on to the buyer, as well as the statutory interest.
e. Administrative costs of the client in the context of the collection of the principal shall never be added to the claim as collected by MODINT C&F.
f. The extrajudicial costs and the costs of legal proceedings (salary for an authorised representative, court registry fees, bailiff’s costs, etc.) will be recovered from the debtor to the extent permitted.
g. All costs incurred by MODINT C&F, or the third parties engaged by MODINT C&F, shall be charged to the client. MODINT C&F may, at its discretion, set off monies received from a debtor in the course of collection against these costs. Furthermore, MODINT C&F shall be entitled to charge these costs directly to the client at the beginning of the collection process by way of advance payment, or to do so at a later stage by way of interim or final settlement.
h. MODINT C&F reserves the right to refuse an order for the collection of specific invoices and will never become liable for damages to the client or third parties as a result.
- Periodic reporting
a. Periodic notification means information provided by MODINT C&F to the client about (suspected) insolvency or overdue invoices (notified by fellow suppliers regarding their (potential) customers).
b. The data as mentioned in article 8.f.1. will be provided by MODINT C&F to client to make decisions about entering into, maintaining, or ending commercial relationships with the client’s customers. Client shall therefore treat these data as confidential and use them exclusively for this purpose and not make them available in any other way, or disclose them to third parties.
c. MODINT C&F reserves at all times the right to include or exclude a customer from the aforementioned periodic reporting.
- Factoring Company
If client uses a factoring company, which is known and appointed by / by MODINT C&F, the supplied information, in the appropriate manner, from the factoring company will be leading for the collection to follow and to carry out. Omissions in this data transfer are beyond the responsibility of MODINT C&F
article 9.General Data Protection Regulation (GDPR).
- MODINT C&F will comply with the provisions of the applicable privacy laws and regulations in the context of registration of personal data.
- Any registration by MODINT C&F regarding data received from the Client shall not release the Client from its own obligations under the applicable laws / regulations.
- Client shall notify its debtors that their personal data (may) be handed over to MODINT C&F.
- Client remains liable under the applicable laws/regulations for:
a. any data registered by MODINT C&F on its behalf;
b. the own use of information provided by MODINT C&F in accordance with the purpose indicated at the request for that information respectively at the start of the service;
c. conflict with applicable laws / regulations of information provided by the client to MODINT C & F.
- Our privacy statement can be found at https://www.modintcredit.com/en/privacy.
article 10. indemnity, confidentiality and disclosure of information
- Client shall indemnify MODINT C&F against all claims of third parties, resulting from all information provided by client to MODINT C&F and in particular information related to outstanding claims on clients.
- Client undertakes towards MODINT C&F to keep all information obtained by MODINT C&F in relation to its services confidential towards third parties and declares itself fully liable for any damage caused to MODINT C&F by its acts or omissions in this regard. This includes damages caused by acts or omissions of employees of the client (whether or not permanently employed), agents, staff of subsidiaries and branches, staff of separate sales offices and companies that handle sales, distribution and / or administration for the client.
- MODINT C&F is never obliged to state the sources of information provided to clients or third parties.
- MODINT C&F is entitled to disclose any information provided by the client in the context of its services to persons and / or organizations with whom MODINT C&F collaborates in the context of its services, such as credit insurance companies, factoring companies, unless disclosure to said persons and / or organizations is contrary to a provision of mandatory law.
article 11. currency
MODINT C&F shall not be liable, with respect to its services, for currency transfer problems or currency transfer costs or any difference caused by currency fluctuation or change.
article 12. liability
- With regard to its services, MODINT C&F shall not be liable, except for its own intent and / or gross negligence, for any loss or damage in whole or in part caused by failure of its own and / or third party hired equipment and or facilities, or by the actions of third parties hired by it, including (but not limited to) computers, networks, Internet applications and the like, and / or caused by default and / or negligence and / or negligent actions of employees or directors of MODINT C&F.
- MODINT C&F is entitled to use the services of third parties in its services, including bailiffs, information bureaus, lawyers and so on. MODINT C&F is not liable for errors or shortcomings of these third parties.
- MODINT C&F shall in no event be liable for indirect damages, including consequential damages such as lost profits, lost savings and / or damage due to business interruption, even if the possibility of such damage was notified in advance.
- MODINT C&F’s liability, if any, for any loss or damage suffered by the client, regardless of the cause of the loss and regardless of the nature of the violation of the legal right on which the client’s claim for compensation is based, shall never exceed, in total, the amount invoiced for the service in question, with a maximum of € 2,500 per case.
article 13. force majeure
- Without prejudice to its other rights, MODINT C&F has the right in case of force majeure, at its own choice, to suspend the execution of an agreement, or to dissolve the agreement, wholly or partially, without judicial intervention, by informing the client of this in writing and without MODINT C&F being obliged to pay any compensation.
- Force majeure shall be understood to mean any circumstance independent of the will of MODINT C&F, as a result of which the fulfillment of its obligations towards the client is wholly or partly hindered or as a result of which the fulfillment of its obligations cannot reasonably be required of MODINT C&F, regardless of whether this circumstance was foreseeable at the time the contract was concluded. These circumstances include: strikes and lockouts, blockade, riots, stagnation or other problems with the services provided by MODINT C&F or its suppliers or with its own or third-party transport or devaluation, increase in import duties or excise duties or taxes or measures taken by any government agency or illness of employees.
article 14. default and termination of services
- If client fails to meet any obligation to MODINT C&F (is in default), it may immediately terminate, limit or suspend all or part of the services, unless client clears the default within 10 days after written request by MODINT C&F.
- MODINT C&F is authorized to terminate the agreements by operation of law without regard to any period of time in the event of:
a. any situation mentioned in article 8 paragraph 2;
b. the end of MODINT C&F’s services of the client.
- After termination of an agreement according to article 14 paragraph 2. the services shall be settled as soon as possible and all that the client owes MODINT C&F shall be immediately due and payable. During the settlement, the provisions of the agreement shall remain in force.
- In the event of the bankruptcy of a client or company that has entered into a group arrangement with MODINT C&F or is affiliated with MODINT C&F through a group arrangement, MODINT C&F shall be entitled to immediately terminate the services provided to the other companies involved or participating in the group arrangement until they, individually or jointly, have paid all of MODINT C&F’s claims against the bankrupt company.
article 15. administration
With regard to the client, the administration of MODINT C&F is considered full evidence, except for evidence to the contrary by the client or third parties.
article 16. taxes
The prices do not include the amounts due or to become due for sales tax or other similar levies on account of the services concerned.
article 17. transfer of rights
Unless otherwise agreed, the client is not entitled to transfer any right resulting from the agreement to a third party without prior written consent from MODINT C&F.
article 18. applicable law
- This agreement is governed by Dutch law unless MODINT C&F chooses to apply the law of the country of the client.
- All disputes arising from this agreement shall be settled at the option of MODINT C&F by the competent court in Utrecht, the Netherlands, unless mandatory regulations prevent this or MODINT C&F chooses the competent court in the country of the client.
If you have any questions or comments following our Terms and Conditions, please contact us.
Branche Credit Management BV
Westervoortsedijk 73, 6827 AV Arnhem, The Netherlands
Postbus 882, 6800 AW Arnhem, The Netherlands
email@example.com / www.modintcredit.com
firstname.lastname@example.org / www.crdt.eu
Branchen Creditmanagement GmbH
Drususdeich 24, 47533 Kleve, Germany