ART. 1: INTERPRETATION
Services: the services consist of:
- Re-conditioning of chemical or petro-chemical products;
- Supervision of all re-conditioning activities;
- All kind of advising and consultancy
- Recommendations in connection with handling, storage, safety, product characteristics, etc.;
- Process control;
- Training and supply of personnel;
- Development (rental) and sale of equipment, and devices in connection with the aforementioned activities.
Principal: the Principal is the person or entity who appeals to the services of the Contractor and issues instructions to the Contractor.
Contractor: the Contractor is AQ nv whose registered office is at B-2030 ANTWERPEN, Zwarte weg 2 [VAT: BE0873 012 371].
Parties: parties shall mean the Principal and the Contractor, and a reference to Party shall mean either one of them.
- Binding force of the General Conditions
Subject to written agreement expressly deviating from these General conditions all work and services undertaken by Contractor are only accepted and undertaken in accordance with the following conditions. These conditions are regarded as governing the whole business relationship between the parties. If in respect of one or several of the specific orders, the parties expressly deviate in writing from all or part of these conditions. The general conditions will remain valid between the parties for the remaining clauses and other, previous or subsequent offers, orders and agreements.
ART. 2: PERFORMANCE AND METHODS OF ACCOMPLISHMENT
2.1 Terms of execution
The contractor will provide the services to the best of his ability using reasonable care and skill and in accordance with Principal’s specific instructions.
In the absence of the Principal’s instructions the Contractor will provide the service in accordance with:
- Any relevant trade custom, usage or practice; and/or
- Methods the Contractor considers appropriate on technical, operational and/or on financial grounds.
Reports resulting from the delivered services are issued by the Contractor for the account of the Principal. The principal is responsible for granting the correct information, documents and samples which are mandatory/required for the correct editing of the reports.
The Principal accepts that reports will only reflect the facts as established by the Contractor at the time of the service and considering the limits of the received instructions.
Reports issued for the testing of one single sample contains the Contractor’s opinion on that sample only and doesn’t express any opinion regarding the lot from which the sample was drawn. The Contractor is under no obligation to refer to, or report upon any facts or circumstances outside the specific instructions receives or alternative parameters applied.
For services at home and/or abroad, the Contractor may, whether or not at the request of the Principal, entrust the performance of the service to another party, who in that specific case is to be regarded as the sole, executive contracting party towards the Principal. The Principal authorizes Contractor to disclose all information necessary for such performance to the sub-contractor.
2.3 Third party intervention
If the Principal requests a third party intervention, the Principal agrees that the Contractor’s only responsibility is to be present at the time of the third party’s intervention and to forward the results of the intervention. The principal agrees that the Contractor is not responsible for the condition or calibration of the setup, instruments and measurement devices used, the analysis methods applied, the qualifications, actions or omissions of the third party.
The Contractor delivers reports to the third party when instructed by Principal and at the Contractor’s free will when it implicit follows from circumstances of the services, trade customs, usage or, practice.
Should Contractor receive documents reflecting engagements between the Principal and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of loading, etc. they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Contractor.
ART. 3: PRINCIPAL’S OBLIGATIONS
Fulfillment of all obligations is a necessary condition for the accomplishment of the services by the Contractor, at any given moment during the whole business relationship between the parties.
In the event of non-observance of one or more of the obligations described below, the Contractor has the right to decide either to renounce the performance of the service or to continue the service with additional services and costs that will be charged separately.
- The Principal is required to communicate in writing to the Contractor 5 workdays before the commencement of the task:
– clear and complete instructions regarding the ordered service. The Principal is responsible for the accuracy and completeness of all instructions and information.
– any known hazards or dangers, actual or potential, associated with the ordered service, for example the risk of environmental pollution, radiation, intoxication or the presence of toxic, harmful or explosive elements or materials.
- The Principal must ensure that the Contractor obtains all necessary permits to access the place of the performance of the service.
- The Principal must take all necessary steps to avoid, eliminate or remedy any obstacles or interruptions in the performance of the services.
- The Principal shall take all measures to grant the Contractor’s employees all necessary facilities to enable them to fulfil their task properly, safely and responsibly.
- If required the Principal must supply personnel and special equipment necessary for the performance of the services. During the whole time of performance of the service the Principal is responsible for the use of all equipment and appliances.
- Equipment belonging to the Contractor must be stored in a suitable, save and closed place. If the Contractor’s equipment is stored in an installation on the Principal’s land, the Principal shall be responsible for its surveillance.
- The principal is not entitled to make any public, verbal or written, communications regarding the service performed by the Contractor without the prior consent of the Contractor.
- The principal guarantees prompt payment of the amounts invoiced by the Contractor.
- The Principal will instruct, request or perform all necessary analysis, commercial and legally, before selling any treated, upgraded product. The cost of the analysis is for the Principal’s account.
- The Principal acknowledges that the Contractor by providing the services, neither takes the place of the Principal or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogated or undertakes to discharge any duty of Principal to any third party or that of any third party to the Principal.
ART. 4 CLOSING
Contractor’s offers are not binding and are provided for information only until written confirmation of the Principal.
Subject to written agreement all offers and information are only informative and certainly not binding. All given prices are without Belgian or foreign taxes and are only valid for a limited time. If the offer doesn’t mention a time limit the prices will be valid for 30 days.
ART. 5: ABOLITION – SUSPENSION
If the Principal cancels the ordered services, the Contractor will invoice all the unpaid services and costs due at that moment increased with a compensation of 30% on the original invoice amount.
If the Principal should request a temporary suspension of the commission, the Contractor has the right to invoice all the unpaid services and costs due at that moment.
ART. 6: PAYMENT
Belgian or foreign taxes and/or duties are not included in the Contractor’s prices; these are always for the Principal’s account.
All work performed outside normal workings hours, such as, for example, on Saturdays, Sundays and public holidays, may give rise to extra charges being invoiced.
6.2 Terms of payment
All the Contractor’s invoices are to be paid by bank transfer, unless another term of payment has been agreed between the Contractor and the Principal.
In the event of late payment, as from the thirtieth (30th) day following the invoice date, an interest will be due equal to 12% a year without the necessity of a reminder.
Likewise, automatically and without the necessity of a reminder, a penalty clause will be due equal to 10% of the invoice amount, with a minimum of 50,00 EUR as indemnity only in order to cover the extra-judicial costs.
In the event of late payment, or in case of non-observance of the obligations devolving on the Principal, and in the event of arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Principal, the Contractor has the right, moreover without notice, to suspend automatically the performance of any service whatever and only resume them after payment and/or observance of all obligations.
ART. 7 Forfeiture of rights
The Principal declares that he has been given the opportunity to inspect the rented equipment, filter, hoses, pumps, and every other relevant part of the rented materials and/or configuration prior to the contract upon the commencement of use, as well as thereafter.
In the event of any claim the Principal must give written notice to the Contractor within 2 days of discovery of the facts alleged to justify such claim and, in any case, the Contractor shall be discharged from any liability and the matter shall be ipso iure forfeited 2 months from:
- The date of performance by the Contractor of the service which gives rise to the claim; or
- The date when the service should have been completed in the event of any alleged non-performance.
ART. 8 LIABILITY
The contractor nor any of its officers, employees, agents or subcontractors shall be liable for any action taken or not taken based on Reports and/or based on erroneousness, unclear, incomplete, misleading or false information.
The Contractor, his representatives, subordinates, agents and sub-contractors, shall not be held liable for any delay in the performance of the commission, the loss or damage, directly or indirectly caused by or as a consequence or any erroneous or negligent execution, unless the Principal proves that such loss or damage is the direct consequence of the Contractor’s proven fault. Under no circumstances more than the actual damage will be compensated for. The maximum liability of the Contractor shall in no case exceed 15.000 EUR.
The principal shall safeguard the Contractor against all claims defined In article 3 and shall compensate him for his damage, losses and costs that could arise from a breach of the obligations mentioned in article 3, even is the breach is attributable to a third party.
ART. 9 FORCE MAJEUR
Under no circumstances Contractor can be held liable for any failure or delay in performance of this agreement which is caused by circumstances beyond the reasonable control of the Contractor included but not limited to fire, flood, earthquake, weather conditions or natural disaster, war, invasion, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; law, judgement, order, blockade, labour dispute including but not limited to strike, lockout or boycott, traffic jams, interruption or failure of utility service including but not limited to electric power, gas, water or telephone service.
ART. 10 APPLICABLE LAW AND JURISDICTION
All legal disputes between the Contractor and the Principal shall be settled according to these general conditions and Belgian law unless both parties have agreed otherwise. All the matter of dispute shall be submitted to the Courts of Antwerp (Belgium).