General terms and conditions (B2B)
1. FIELD OF APPLICATION
1.1 These general terms and conditions apply to all quotes of, order confirmations by, contracts with and invoices of NV AGT, registered in the register of legal entities (RLE) with enterprise number 0459.259.762, Antwerp Business Court (Antwerp division), and having its registered office at 2550 Kontich, Prins Boudewijnlaan 7, box D0001.
1.2 In case of contradiction between these general terms and conditions and any special terms and conditions of NV AGT, the latter apply.
1.3 The client's general terms and conditions under no cir-cumstance are part of the contractual relationship be-tween the client and NV AGT.
2. VALIDITY OF THE QUOTE
The content of NV AGT's quotes remains valid for one (1) month, unless expressly specified otherwise, without binding NV AGT to this content. NV AGT may at all times unilaterally withdraw or revoke its quotes without owing any compensation.
3. FEE, EXTRA WORKS AND ACCEPTANCE
4.1 The client is entitled to commission additional studies and tasks to NV AGT. The execution of these extra works is not provided for in the price of the commission. NV AGT may prove the existence of extra work, as well as the im-pact thereof on the price, by all remedies at law.
4.2 Unless expressly agreed otherwise in writing, NV AGT shall invoice the agreed price (including extra works) in full upon receipt by the client of the results of the services provided by NV AGT, which shall apply as delivery and ac-ceptance of the services provided by NV AGT.
4.1 Unless expressly agreed otherwise in writing, NV AGT's invoices are payable at NV AGT's registered office within thirty (30) calendar days after the invoice date in the cur-rency and to the account number specified on the in-voice.
4.2 The client may protest NV AGT's invoices no later than eight (8) calendar days after the invoice date by regis-tered letter, subject to providing detailed reasons for the protest. In the absence of a motivated protest submitted on time, the invoices shall be deemed to have been ac-cepted.
4.3 In the event of late payment of NV AGT's invoices by the client, and regardless of NV AGT's right to prove and re-coup from the client any damage actually suffered, the client shall owe, by operation of law and without prior notice of default, as from the day following the due date of the invoice:
(a) An interest on arrears at the interest rate of the Act of 2 August 2002 on combating late payment in commercial transactions, with a minimum of eight (8) percent, and
(b) Fixed damages to the amount of ten (10) percent on each outstanding invoice, with a minimum of fifty (50) euros per invoice, to cover, among other things, the administrative costs of collection thereof.
4.4 In the event of late payment of NV AGT's invoices by the client, NV AGT shall be entitled to suspend the perfor-mance of its obligations until the outstanding invoices, in-cluding interest and (fixed) damages, have been paid in full.
4.5 In the event of late payment of NV AGT's invoices by the client, all other claims against the client that have not yet fallen due shall become due by operation of law and without prior notice of default.
5. LIABILITY AND INSURANCE
5.1 NV AGT shall only be liable for direct and material damage that is causally related to a serious or intentional error in the performance of the contract that can be attributed to NV AGT, whereby all of NV AGT's obligations qualify as an obligation of means. NV AGT shall in no event be liable for (repeated) minor errors or claims of third parties, nor for indirect, immaterial and consequential damage, including but not limited to loss of profit, loss of enjoyment, pro-duction limitations or loss of clientele.
5.2 NV AGT shall not be liable for delays or the non-performance of its obligations as a result of force majeure. Force majeure shall include, but not be limited to: Com-puter failures, hacking, Ddos attacks or any other form of cybercrime, strikes, government measures, pandemics, fire, natural disasters, etc.
5.3 NV AGT's liability shall be limited to the amount possibly paid out by its liability insurer. If no payment is made un-der a liability insurance policy, NV AGT's liability shall be limited to the price of the commission.
5.4 NV AGT shall in no event be liable on the basis of exces-sive neighbour nuisance (article 3.101 and following of the Civil Code), or on the basis of the Act of 10 January 1977 regulating compensation for damage caused by the extraction and pumping of groundwater (or similar decen-tralised laws and regulations, including but not limited to the Decree of 24 January 1984 containing measures relat-ing to groundwater management and the Coordinated Decree of 15 June 2018 on the integrated water policy), nor can the client hold NV AGT liable in this regard.
5.5 NV AGT shall only be liable for minor hidden defects for one (1) year after the acceptance of its services.
5.6 NV AGT shall insure its civil liability in accordance with the Act on compulsory insurance for civil professional lia-bility in the construction sector. The contract of insurance with number 153-01323546-14007 was concluded with HDI Global SE with enterprise number 0542.602.657.
5.7 NV AGT insures, if applicable, its liability for stability threatening defects (articles 1792 and 2270 of the Old Civil Code) in accordance with the Act on compulsory in-surance for ten-year civil liability in the construction sec-tor. The contract of insurance with number 153-01323546-14007 was concluded with HDI Global SE with enterprise number 0542.602.657.
6. TERMINATION OF THE CONTRACT
6.1 Without prejudice to its right to statutory or contractual damages, NV AGT has the right to terminate the contract with the client, extrajudicially and without prior notice of default, in the event of contractual non-performance, in-cluding but not limited to:
(a) The late or non-payment of amounts due to NV AGT.
(b) The late or non-availability of the documents and in-formation NV AGT needs for the execution of the contract.
(c) The appointment of a provisional administrator or representative of the court.
(d) The client's insolvency or shaken credit, unless the client provides the necessary securities to NV AGT.
6.2 The client may only dissolve the contract at the expense of NV AGT in the event of gross or intentional negligence, after having given NV AGT notice of default by registered letter with specification of a remedy period of at least one (1) calendar month.
6.3 Upon early termination of the contract, except in the event of dissolution for a cause attributable to NV AGT, the client shall owe NV AGT compensation to the amount of the value of the part of the commission already per-formed by NV AGT at that time, increased by fifty percent (50%) of the fee corresponding with the part of the com-mission not executed by NV AGT.
6.4 Other than as specified in Article 6, the client has no right to unilaterally terminate the contract with NV AGT. Arti-cle 1794 of the Old Civil Code is explicitly excluded.
7. NULLITY, INVALIDITY OR NON-ENFORCEABILITY
The nullity, invalidity or unenforceability of (part of) a provision of the general or special terms and conditions shall not result in the nullity, invalidity or unenforceability of the whole or any other provision of the general or special terms and conditions as a whole. Such a provision shall be replaced, if necessary, by a valid provision and shall be adapted and/or moderated within the legal limits.
8. SUBSTITUTION AND SUBCONTRACTING
NV AGT may, without the client's prior consent or information, have all or part of the commission carried out by third parties, if necessary by a subcontractor, without a contractual relationship arising between such third parties and the client. NV AGT shall remain solely liable with regard to the client for the execution of the commission.
9. INTELLECTUAL RIGHTS
Unless expressly agreed otherwise in writing, NV AGT reserves the copyrights, patent rights and all other intellectual property rights to the quotes it made and to the provided documents and designs, illustrations, drawings, (test) models etc. The rights to the aforementioned data shall remain NV AGT's property regardless of whether costs have been charged to the client for their production and regardless of any payments made by the client. All information provided by NV AGT to the client, whether orally or in writing, shall remain NV AGT's property and may only be used by the client for the purpose for which it has been provided. The client guarantees that the information that it provides to NV AGT does not infringe upon the rights of third parties and indemnifies NV AGT in this regard.
10.1 The client shall treat all information and documents which it has (in)directly received in the context of enter-ing into or executing the contract with NV AGT, including but not limited to the contract itself, as confidential with the prohibition of sharing this information with third par-ties.
10.2 The client shall limit the number of employees who have access to the information as specified in article 10.1 to a minimum in order to guarantee confidentiality.
10.3 The client is liable for direct and/or indirect damage suffered by NV AGT as a result of the use or misuse by third parties of the information as specified in article 10.1..
11. PRIVACY AND DATA PROTECTION
12. APPLICABLE LAW AND COMPETENT COURT
12.1 The contractual relationship between NV AGT and the client is governed by and shall be interpreted under Bel-gian law.
12.2 All disputes arising from the contractual relationship between NV AGT and the client fall under the exclusive jurisdiction of the tribunals and courts of Antwerp, Ant-werp division, without prejudice to NV AGT's right to summon the client before the court of the district where the client's registered office is located.