GENERAL TERMS AND CONDITIONS
A) GENERAL SECTION
Article 1. General
These General Terms and Conditions apply to all CORES DEVELOPMENT N.V. applications and agreements, hereinafter referred to as 'the Client', concerning all work for, and deliveries or services to, the Client by its opposite number, hereinafter referred to as 'the Contractor', and are part thereof.
The applicability of any General Terms and Conditions to which the Contractor may refer is explicitly rejected and shall lapse upon entering into an agreement with the Client.
Any deviation from these Terms and Conditions must be agreed in writing and will only apply to the order in question.
The ‘Agreement’ means the Agreement between the Client and Contractor as laid down in the Client’s written assignment (e.g. contract, order form, etc.) in which the work to be carried out, deliveries to be made or services to be rendered are described.
The term ‘Principal’ means the Client of the Client referred to in Article 1.1, possibly the End User.
These General Terms and Conditions are divided into A. General section, B. Special section; Terms and Conditions of Contracting and C. Special section; Terms and Conditions of Purchase.
In the event of any conflict between the provisions of the Agreement and these General Terms and Conditions, the provisions of the Agreement will prevail.
Article 2. Realisation and content of the Agreement
An agreement only comes into force after written confirmation (contract, order form, etc.) by the Client.
Additional work and every supplement to, or change in, the Agreement must be agreed in writing.
If the Contractor fails to return to the Client one complete copy of the Agreement, signed for agreement or refusal, within 8 days of receipt, the Client may consider the Agreement not accepted. Any commencement of performance of the Agreement shall in any event expressly confirm the acceptance of the Agreement and these General Terms and Conditions in full.
Any dispute regarding these Terms and Conditions must be made by registered letter upon receipt of the Agreement and before the work is carried out, since the assignment is then deemed not to have been confirmed or given and there is no consensus on the Agreement.
Statements in the Agreement or confirmation that are clearly based on a mistake or are clerical or calculation errors are not binding on the Client.
The Agreement shall include these General Terms and Conditions, the technical and administrative provisions of the specifications, the official report, the list of designations or similar extensions of the specifications.
The Contractor is liable for all harmful consequences of inaccuracies and/or ambiguities in the data supplied to it, which it should have discovered in the course of a proper interpretation and of which it failed to inform the Client in writing in advance. The Contractor is assumed to have checked all data for accuracy and completeness.
Article 3. General obligations on the part of the Contractor
The Contractor undertakes vis-à-vis the Client to comply strictly with all applicable laws and regulations and, if it cannot comply with them itself due to the nature of these provisions, to inform the Client accordingly in writing.
The Contractor is obliged to follow the Client's orders and instructions.
The Contractor is obliged to maintain the confidentiality vis-à-vis third parties of all drawings, models, constructions, documents, business information and know-how originating from the Client, of which it has been informed or which have come into its possession in connection with the performance of the Agreement.
The Contractor shall refrain from any contact with the Principal and, in particular, from submitting any quotes and/or offers to the Principal, either directly or through the agency of third parties, including for extensions and/or modifications, relating to the work which the Client is performing for the Principal or work which is the subject of negotiations, except with the Client’s express written permission.
Prior to accepting the work, the Contractor is obliged to check the conformity of the dimensions, quantities and local conditions provided and is, therefore, deemed to be fully informed without being entitled to compensation for any additional work. In this regard, it is the Contractor's responsibility to ask the Client for information, samples, descriptions and anything else the Contractor deems necessary for this purpose.
The Client shall be entitled to inspect the work/goods at any time and to request information, such as samples and certificates relating thereto, which shall never affect the Contractor's liabilities and the Client's rights in connection therewith; including with reference to deficiencies, hidden defects or suitability of materials.
Article 4. Ownership, intellectual property and indemnification
The documents referred to in Article 2.5 and all documents relating to the Agreement supplied by the Client to the Contractor, or made by or for the Client, remain, or become, the property of the Client, who is their creator or designer.
The Client is indemnified by the Contractor against claims for infringement of third-party copyright and/or patent rights in respect of goods supplied or work performed by the Contractor and will compensate the Client for any loss that the Contractor may suffer as a result of actions taken against him by persons entitled to copyright and/or patent rights or other industrial or intellectual property rights.
Article 5. Transfer, subcontracting and cession
The Contractor is not permitted to transfer or outsource all or part of the Agreement or the performance thereof to a third party without the Client's written consent. The Contractor must perform it with its own adequately qualified staff.
If the transfer or outsourcing is permitted by the Client, the Contractor will immediately draw up a written agreement, of which the Agreement and these General Terms and Conditions form part, and both parties will be jointly and severally liable towards the Client.
The Contractor is prohibited from ceding, pledging or transferring under any title whatsoever, any claims against the Client arising from the Agreement to third parties without the Client's written consent.
Article 6. Insurance
The Contractor is obliged to insure the financial consequences of its possible liability and those of the risks related to the execution of the assignment, as well as his liability under Article 544 of the Civil Code, and is obliged to prove this to the Client on first request.
In particular, the Contractor must ensure that sufficient insurance is taken out for:
- the liabilities and obligations for compensation described in Article 7;
- the liabilities for products and services also after delivery, including the liability for any damage caused by fire and/or explosion;
- in case of delivery or deployment of motor vehicles or other rolling stock any form of mandatory liability and/or property insurance.
All insurance policies taken out by the Contractor must provide for a total waiver of recourse, except in the case of fraud or wilful misconduct on the part of the Client.
Article 7. Liability and Indemnity
The Contractor shall indemnify the Client against all consequences of liability arising from the Contractor's failure to comply with contractual or statutory obligations, its presence or actions at the place of delivery or work. The indemnification or intervention shall take place at the Client’s first request.
The Client’s possible faultless liability in the context of Article 544 of the Civil Code shall be transferred fully and without restriction to the Contractor. The Contractor shall thus assume the entire liability and all risks of the contract/assignment, even in the absence of any fault, and shall fully indemnify the Client upon first request if the latter is approached by any third party on the basis of article 544 of the Civil Code.
The Contractor is liable for all damage, including loss of profits and costs, which the Client and third parties, including the Principal, may suffer as a result of the Contractor's breach of contract or wrongful act.
Likewise, the Contractor is liable for all damage caused by the use of items by the Contractor for the performance of the Agreement to the Client, its personnel and the aforementioned third parties.
The Contractor cannot invoke force majeure with regard to the aforementioned liabilities.
Article 8. Dissolution
The Client will be entitled to dissolve the Agreement, in whole or in part, without the need for notice of default and without judicial intervention, irrespective of the Client's right to compensation for damages, as soon as:
a. the Contractor fails to fulfil one or more obligations under the Agreement or that the Client has a well-founded fear of such failure and the Contractor fails to fulfil its obligations or provide sufficient security for this within 7 days of a demand by registered letter;
b. the Contractor applies for a (provisional) moratorium, judicial reorganisation (WCO) or its bankruptcy, is declared bankrupt, transfers its business or parts thereof, liquidates or shuts down;
c. any precautionary or executive attachment is levied on goods or accounts of the Contractor, bills of exchange are protested or similar events occur, and such attachment or event is not lifted within a reasonable period of 14 days (social security arrears-loss of registration)
d. in the event of force majeure, in particular in case of strike, fire or in case of dissolution / termination of the Agreement between the Client and the Principal, without serious misconduct on the part of the Client.
The Client shall confirm the complete or partial dissolution by registered letter addressed to the Contractor.
In the event of partial termination, the Client may, without prejudice to its rights to compensation for damage and costs, including the additional price for the goods or work, choose to:
a. perform the Agreement itself or have it performed and completed, after prior written notice, using materials supplied by the Contractor or work already carried out;
b. return to the Contractor the materials supplied, at the Contractor's expense, or to demolish the work performed, with the right to reclaim payments made in that respect.
Any claims of the Client against the Contractor as a result of the full or partial dissolution of the Agreement are immediately due and payable.
Article 9. Prices
The price stated in the Agreement is fixed, unless otherwise agreed, and is exclusive of VAT.
The Contractor is not entitled to increase the prices with a credit limitation surcharge.
The agreed price applies to delivery free at the location stated in Article 19 and includes the costs of packaging, insofar as agreed, insurance, loading and unloading and transport.
Article 10. Invoicing
Each invoice must be sent in a separate PDF file. The project number must be stated on each invoice.
Invoices must, of course, also mention: the number of the customer's order form, the work, the date of the Agreement, the total amount of the agreed price, as well as a correct and specified description of what is being paid for.
Invoices that do not comply with the aforementioned conditions will not be dealt with and will be returned unpaid or considered not to have been sent.
Article 11. Payment
Invoices of the Contractor shall be paid by the Client within 30 days from the end of the month in which the invoice was received, unless otherwise agreed in writing. If the deadline is exceeded, the Client will owe statutory interest on the invoice amount only after fifteen working days have elapsed and following a reminder sent by registered mail with a request for payment by the Contractor.
If it has been agreed that amounts will be paid in advance, the Client will be entitled to require security for the amounts to be paid in advance, which security will be adequate in the Contractor’s opinion.
Payment of invoices does not release the Contractor from any guarantee or liability.
The provisions of Articles 17.1, 17.2 and 17.4 apply mutatis mutandis.
The Client shall be entitled to withhold 10% of the payment of invoices as security for successive orders.
Article 12. Applicable law / dispute settlement
The agreements between the Client and the Contractor shall be governed exclusively by Belgian law. All disputes relating to the conclusion, scope, interpretation, execution and other shall be settled only by the courts and tribunals of the district of Antwerp, Antwerp section.
B) SPECIAL SECTION; TERMS AND CONDITIONS OF CONTRACTING
Article 13. Work schedule, commencement and handover of the work
The Client is entitled to make changes to the work schedule and/or the period of execution if the progress of the work or other objective circumstances make this necessary, without the Client being obliged to compensate the Contractor for any damage and costs as a result. In that case, the Contractor may not charge for any additional costs or work.
If stagnation or delay is caused by the Contractor, the latter is fully liable for the damage suffered by the Client as a result and for any compensation which the Client may owe the Principal or any other third party. The Client shall be entitled to set these off against the compensation owed to the Contractor under the Agreement.
The Contractor is thus also fully liable for fines imposed on the Client by the Principal for the late handover of the construction work, as a result of stagnation caused by the Contractor, whereby the Contractor hereby authorises the Client to recover these fines from the Contractor, if necessary by withholding them from the amount payable by the Client to the Contractor under the Agreement.
Force majeure may result in the suspension of deadlines or an extension thereof. Force majeure is understood to mean: any event that forms an insurmountable obstacle to the normal performance of the Contractor's obligations or that forces it to halt the work temporarily or permanently. However, the Contractor shall be deemed to have provided the necessary infrastructure when accepting the order so as to ensure correct and timely execution. Bad weather conditions and supply problems cannot be regarded as force majeure.
The Contractor is aware that various works will be carried out simultaneously by several companies at the site. It shall take this into account in the performance of the work. Except in the event of wilful misconduct on the part of the Client shall the Contractor bear all liabilities in the most general sense in relation to its work, including Article 544 of the Civil Code and the applicable provisions of the Welfare Act of 4 August 1996.
Only the global handover of the entire work by the Client to the Principal is deemed to be the handover by the Contractor to the Client. Neither commissioning, nor the absence of complaints during a certain period, nor full or partial payment can be regarded as acceptance or approval of the work.
If the commencement and handover dates are exceeded for reasons attributable to the Contractor, the Client will be entitled to terminate the Agreement in whole or in part, without being obliged to compensate the Contractor for any costs or damage and without prejudice to the Client's right, at its discretion, to claim compliance with the Agreement and compensation for damages, while the Contractor will also be obliged to pay the Client an immediate administrative fee of EUR 1,500.
Article 14. Quality and Inspection of the Work
The work shall be performed according to the requirements of good and sound work and in accordance with the best practice, and furthermore in accordance with the contents of the Agreement and all appendices thereto in the broadest sense and the most stringent technical standards, laws and government regulations in force at the time of performance, which information the Contractor acknowledges to possess; including all technical standards applicable to the work and the goods supplied, inter alia and certainly also in relation to the use to which they are to be put. It is up to the Contractor to request or provide all necessary information in this regard. It is the specialist in his field. It can in no way claim that the Client and/or the architect or other advisors should have done this.
In the event of rejection of the work or part thereof, the Contractor shall be informed thereof in writing by the Client, after which the Contractor shall ensure repair or re-execution within a reasonable period to be mutually agreed, without the Client being obliged to guarantee compensation for damage and costs incurred, and without prejudice to the Client's rights as described in Articles 7 and 8. All costs and damages resulting from the rejection and from the repair or re-execution shall be borne in full by the Contractor.
If the work, or part thereof, is rejected, the Client is also entitled to suspend the payment relating thereto, as well as other payments, if it is clear that the Contractor refuses to deliver a properly functioning work or good without defects and in accordance with the Agreement.
Approval or inspection by the Client in no way discharges the Contractor from its warranty obligations or liabilities under the Agreement or the Act. The Client shall retain all its rights.
Article 15. Maintenance after handover
After handover and acceptance, which can only take place in writing at the Contractor's request, the Contractor remains liable for all deficiencies and defects, including minor hidden defects, which are reported within a reasonable period of time after they become visible or cause damage or disturbance. This also applies to aggravations of visible defects. Any repair work shall trigger a new liability period. It is agreed that all defects for which no provision was made in one of the handover reports are hidden defects. The handover and acceptance therefore only cover clearly visible defects at that time.
Article 16. Compliance with labour, tax and/or social legislation and regulations
The Contractor undertakes to comply with all statutory or regulatory provisions relating to welfare at work, safety and hygiene, and general working conditions, and to ensure that any Contractors and Subcontractors comply with these provisions.
The Contractor also undertakes to comply with tax and social security provisions.
The Contractor expressly declares that it has no tax and/or social security debts which might require the Client and/or Principal to deduct amounts from the price and/or which might give rise to joint and several liability for the payment of tax and/or social security debts. The Client may request such proof from the Contractor at any time.
The Contractor is obliged to indemnify the Client and/or the Principal for all possible liability, damage, costs and disadvantages which they suffer or will suffer as a result of the Contractor's tax and/or social security debts and/or its failure to comply with its social security and tax obligations.
The Contractor shall duly complete all documents which it is required to keep pursuant to labour, social and fiscal legislation in relation to the Agreement. The Client may request inspection of these documents. If the Contractor is of the opinion that the Client has failed to comply with any statutory obligation, it must immediately point this out to the Client in writing; otherwise it will not be able to hold this against the Client or third parties at a later date for any reason whatsoever.
With regard to the obligations described in this article, the Contractor is obliged to immediately report any changes and/or breaches to the Client.
Article 17. Compensation / Suspension
The Client may immediately and without prior notice of default offset all amounts which it is owed by the Contractor on any grounds whatsoever against the amounts which the Client owes or will owe the Contractor on account of any assignment or order relating to the same site, building, etc.
The Client is entitled at all times to suspend all of its payment obligations if the Contractor fails to fulfil one or more obligations under the Agreement, even if several agreements have been concluded between the Client and the Contractor and the failure to fulfil one of the agreements only concerns one of the agreements.
In particular, the Client is entitled to immediately suspend its payment obligation if it appears that the Contractor has failed to fulfil one of the obligations described in Article 16.
If the Contractor is declared bankrupt, the Client will be entitled to suspend its payment obligation until the end of the period during which the Client is liable to its Principal for whatever reason, without any increase. All payments withheld shall serve as security for the fulfilment of statutory or contractual guarantees and liabilities. The Contractor expressly agrees to this.
Article 18. Construction Site
The Contractor must follow orders and instructions given by the Client.
The Contractor must follow instructions from the Health and Safety Inspectorate or from an inspector or advisor hired by the Client or the Principal regarding the organisation of the construction site, including the storage and safety of materials and the safety of the work to be performed. The responsibility for taking adequate safety measures rests entirely with the Contractor, who indemnifies the Client in full against any claims in this regard.
Sundays, public holidays, holidays or other days off that are generally recognised or recognised at the location of the construction or prescribed by the government or in the collective bargaining agreement also apply to the Contractor and its personnel working at the construction site. The Client is not liable for any damage resulting from this or if the Contractor's services cannot be used due to a strike at the Client or third parties.
The Contractor must perform the work within the working hours applicable to the construction site.
The Contractor is responsible for unloading its own equipment and bring it to the building or the place of performance, and must provide the necessary resources for this purpose.
The Contractor must ensure that the materials and/or machinery it uses at the construction site are insured by a sound insurance company against third-party liability under the conditions customary within the contracting industry, without any exclusions relating to damage caused to underground and above-ground pipelines and cables, including the consequences thereof.
The Contractor must ensure the presence of a responsible and authorised person, whose name must be known to the Client.
The Client is entitled to deny the Contractor's personnel access to the construction site or to have them removed if they prove to be unsuitable, disorderly, guilty of misconduct, etc.
The Contractor shall observe the necessary cleanliness and shall ensure the regular clearing and removal of packaging materials, surplus materials and waste.
Waste materials must be treated and separated in accordance with the applicable (environmental protection) regulations and the Client's instructions, and offered to recognised bodies and/or companies for processing. If the Contractor does not comply with this, after being notified to do so by the Client, the Client will be entitled to take care of this itself at the Contractor's expense and risk.
The Contractor is responsible for the safety, health and welfare of its personnel and is obliged to take the required measures in accordance with the relevant existing statutory regulations, instructions, requirements, these Terms and Conditions and also the instructions of the Client, the Principal and government bodies, including the Health and Safety Inspectorate.
If the Contractor has to perform excavation work, it must ascertain the correct location of any underground pipelines in the ground in good time and to a sufficient extent.
C) SPECIAL SECTION; CONDITIONS OF PURCHASE
Article 19. Method and Place of Delivery
Since delivery takes place carriage paid, the goods are transported at the Contractor’s risk and expense.
Damage incurred during loading, transport and unloading must be borne by the Contractor, unless it can prove that the damage was caused by a fault on the part of the Client.
The goods must be delivered to the place stipulated in the Agreement.
The Contractor is responsible for unloading the goods and must use its own equipment to bring them to the building or site of the work for which they are intended.
Article 20. Time of Delivery
The goods shall be delivered on the date mentioned in the Agreement or in accordance with the delivery schedule drawn up by the Client. If the Client is unable to take delivery of the goods on the agreed date/ in accordance with the delivery schedule, the Contractor is obliged to keep the goods, to safeguard them and to take all necessary measures to preserve their quality, until delivery has been made.
The Client is entitled to fix the delivery dates mentioned in the Agreement or delivery schedule by demand, and thus to fit them into the progress of the work, without being obliged to pay any extra compensation.
If the Contractor is unable to deliver, or deems that it cannot deliver on the scheduled dates, it is obliged to immediately inform the Client thereof in writing.
Notwithstanding the Client's right to demand forced performance of the Agreement and/or to claim damages, if the Contractor does not deliver in accordance with the Agreement (or the delivery schedule), the Client will be entitled to terminate the Agreement in accordance with the provisions of Article 8.
Article 21. Transfer of ownership
Immediately after the goods have been delivered and approved in accordance with the Agreement, the ownership of these goods will pass to the Client.
If it has been agreed that ownership of the goods will pass to the Client prior to delivery and approval, the Contractor is obliged to handle and store these goods with due care.
If the goods are returned and/or not accepted, ownership and risk will be deemed not to have been transferred to the Client.
Article 22. Acceptance of the delivery
The delivery will only be deemed to have been accepted after the Client has approved the delivery, regardless of the transfer of ownership described in Article 18. After the date of delivery, the Client shall still be entitled to inspect the goods for at least 30 working days, subject to which provision each delivery shall be made.
Approval and acceptance will only relate to the quantity and external condition of the delivered goods, if the delivered goods are packed and/or bundled.
In case of rejection, the Contractor must be notified by the Client in writing or in any other way as soon as possible, and the Contractor must collect the delivered goods on demand.
Without prejudice to its right to dissolution and/or compensation, the Client will be entitled, after rejection, to demand redelivery within a period it stipulates, without being obliged to pay any additional compensation.
The Client will be entitled to suspend payment of a rejected delivery.
Article 23. Packaging
Packaging will not be paid for by the Client, unless agreed otherwise.
Any packaging paid for will be taken back at the Principal's first request with an immediate refund of the amount paid.
Article 24. Data protection
Within the framework of this Agreement, each party may obtain personal data from the other party, such as contact details and details of professional experience and activities. In this respect, each of the parties in their capacity as data processors will comply with their obligations arising from applicable law, including the Belgian Act on the Protection of Natural Persons with regard to the Processing of Personal Data of 30 July 2018 (the "Act ") and the General Data Protection Regulation (GDPR).
If the Client processes such personal data, they will be processed for the purpose of performing this Agreement and, more generally, planning, managing and administering the business activities of any company as part of a group of the Client and, where appropriate, to involve the Contractor in these activities. For the same purposes, these personal data may be shared with other companies in the group anywhere in the world. These may include affiliated companies and third-party suppliers outside the European Economic Area, in countries that do not offer protection of personal data comparable to those under Belgian law and the GDPR. In such a scenario, the Client will ensure that sufficient security measures are in place to protect the personal data.
Each person whose personal data are processed has the right to access their personal data and to have these corrected in case of inaccuracies, the right to erasure and restriction of processing in certain cases, the right to copy, transfer, as well as the right to object and to lodge a complaint with the Data Protection Authority. More information can be obtained in the privacy statement as published on the website www.coresdevelopment.be. With regard to personal data processed by the Customer, this right can be exercised by e-mail: . In the event of requests in accordance with this paragraph, the Processor will in any case provide assistance to the Controller in order to comply with these requests.
In the context of this Agreement, the Contractor may also process Personal Data for or on behalf of the Client. The Contractor is the data processor of such personal data within the meaning of the law.
The Contractor shall:
- process such personal data only for or on behalf of the Client, as necessary for the provision of the services and in accordance with the Client's instructions, and only by authorised persons who have undertaken to observe confidentiality or are bound by a legal obligation of confidentiality;
- keep such personal data confidential and refrain from disclosing such personal data to any third party, except with the Client's consent, which may be subject to certain conditions in order to comply with the law;
- take adequate technical and organisational security measures to protect the personal data against loss, disclosure or other forms of unauthorised or unlawful
processing and in accordance with the Principal's security procedures, as amended from time to time, all in accordance with Article 32 GDPR ; and
- upon termination of this Agreement for any reason, immediately return the personal data to the Client or destroy them, at the Client's discretion.
The Contractor shall return all this information to the Client upon the Client's first request. Alternatively, it shall destroy the same and will in any event not keep any copies of it.
If the Contractor fails to comply with the provisions of this article, it will be obliged, without prior notice, to pay a fixed compensation of EUR 50,000.00 (fifty thousand) per violation, without prejudice to the Client's right to full compensation.
The Contractor will fully indemnify the Client against any act, claim or demand, costs, damage or expenditure (including all costs of legal assistance, without any limitation) arising from, or caused by, the infringement or attempted infringement of a patent, brand or name, copyright, model or other protected rights connected with this Agreement or the services.
The Contractor undertakes to impose the obligation of confidentiality described in this article on all physical persons employed by it or with which it cooperates for the performance of the assignments under this Agreement.
Any legal successors of the Contractor will also be bound by the provisions of this article.