GENERAL TERMS AND CONDITIONS OF BROKERAGE OF BOREAS INTERNATIONAL B.V. AND ITS SUBSIDIAIRIES (VERSION 2025)
1. Applicability
1.1. These general terms and conditions (the ‘Terms’) apply to all brokerage services, assignments, introductions, negotiations and legal relationships in which Boreas International B.V. and/or its subsidiarie(s) (‘Boreas’) acts as intermediary or broker.
1.2. These Terms apply regardless of how the assignment was formed (orally, in writing, electronically or implied), including all precontractual communications.
1.3. The applicability of any general terms and conditions of the counterparty is expressly excluded.
1.4. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid one that most closely reflects the purpose of the original.
2. Nature of the engagement
2.1. Unless explicitly agreed otherwise in writing, Boreas acts solely as a broker. Boreas does not act as seller, buyer, principal, agent, commissionaire or contracting party.
2.2. Boreas shall not be deemed to have assumed any obligation, warranty or liability for the execution, validity, legality or enforceability of any contract concluded through its intermediation.
2.3. Boreas does not accept any duty to assess the solvency, reliability, compliance, or creditworthiness of the parties to a transaction, nor to verify product specifications, certificates, origin, regulatory compliance or quality.
2.4. Boreas is under no obligation to monitor or enforce performance of brokered agreements.
2.5. All responsibility for the execution and performance of brokered agreements remains exclusively with the respective parties.
3. Limitation and exclusion of liability
3.1. Boreas shall only be liable for damages arising from wilful misconduct (opzet) or gross negligence (grove schuld) by its executive management.
3.2. Any liability of Boreas is limited to the amount of the brokerage fee invoiced for the transaction from which the liability arises, with a maximum of EUR 2,500 per principal per calendar year.
3.3. Boreas shall never be liable for indirect or consequential loss, including loss of profits, loss of business, reputational harm or penalties.
3.4. All claims against Boreas shall lapse if not submitted in writing within six (6) months after the facts giving rise to the claim became or should reasonably have become known.
3.5. The limitations of liability also apply for the benefit of Boreas's employees, directors, affiliates, subcontractors, and third parties engaged by Boreas.
4. Brokerage assignment and execution
4.1. An assignment to Boreas includes the exclusive right to act as intermediary for the specific goods or services concerned.
4.2. During the term of the assignment, the principal may not appoint another broker or enter directly into negotiations with introduced parties without Boreas’s written consent.
4.3. Boreas is entitled to its full commission where a contract is concluded between introduced parties within twelve (12) months of Boreas’s introduction, regardless of whether Boreas was further involved in negotiations.
4.4. Boreas is entitled to refuse or terminate any assignment at any time without liability and without providing reasons.
4.5. Boreas does not guarantee that an assignment will result in a concluded agreement.
5. Confirmations and evidence
5.1. Boreas shall issue a written confirmation (including by e-mail) for each transaction brokered. Such confirmation constitutes full and binding evidence of the agreement, unless objected to in writing within two (2) business days.
5.2. Boreas may retain confirmations electronically for at least two (2) years and will provide copies upon written request.
5.3. Confirmations may also bind representatives, group companies and third parties acting on behalf of a party.
6. Commission and payment
6.1. Boreas is entitled to commission once an agreement is concluded through its intermediation, regardless of whether such agreement is (fully) performed or later terminated.
6.2. Unless agreed otherwise in writing, the seller is responsible for payment of Boreas’s commission.
6.3. Commission shall be payable within fourteen (14) days of the confirmation date, without any right of deduction, discount, suspension or set-off.
6.4. In case of late payment, Boreas is entitled to suspend all services, charge interest of 1.5% per month and recover all collection costs (including legal and extrajudicial costs).
6.5. Any advance payment made by Boreas on behalf of a principal shall be deemed a loan and shall be repaid immediately upon demand with statutory commercial interest.
6.6. Boreas may apply set-off against any amounts owed to or by the principal, even if not due or arising under the same legal relationship.
7. Multiple principals and representatives
7.1. Where an assignment is given by multiple persons, they are jointly and severally liable for compliance with all obligations to Boreas.
7.2. Any person acting on behalf of a third party is jointly and severally liable with such third party.
7.3. Boreas may demand performance from any one or more debtors at its discretion, and payment by one shall discharge the others.
8. Force majeure
8.1. Boreas is not liable for any failure or delay in performance due to force majeure, including but not limited to war, pandemics, natural disasters, cyberattacks, strikes, transport disruptions or governmental restrictions.
8.2. Boreas may suspend or terminate its obligations in case of force majeure without liability for damages.
8.3. Failures by third parties engaged by Boreas are also deemed force majeure.
9. Confidentiality
9.1. All parties must treat as confidential any information obtained through Boreas’s services, unless disclosure is required by law or judicial order.
9.2. This obligation continues after termination of the assignment.
9.3. Breach of this duty entitles Boreas to suspend performance and to claim full damages.
10 Indemnity for third-party claims
10.1. The principal shall indemnify and hold harmless Boreas and its officers, employees and agents against all third-party claims relating to agreements brokered by Boreas, except in case of wilful misconduct or gross negligence.
11. Governing law and jurisdiction
11.1. All legal relationships between Boreas and its counterparties are governed exclusively by Dutch law.
11.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
11.3. Any and all disputes arising from or in connection with the brokerage assignment, these terms, or any transaction mediated by Boreas shall be submitted exclusively to the competent court in Rotterdam, the Netherlands
