General terms and conditions TEC NV
- Unless otherwise stipulated in writing, every offer and agreement between the Client and TEC is governed by these general terms and conditions (hereinafter: “General Terms and Conditions”), which form an integral part and take precedence over the Client’s terms and conditions.
These General Terms and Conditions constitute the entire agreement between the Parties and supersede all previous agreements and understandings, if any, and cannot be amended except with the express written agreement of both Parties.
Any special conditions in the framework agreement (hereinafter: Agreement) and/or order confirmation(s) (hereinafter: Statement of Work) between the Parties shall prevail over these General Terms and Conditions.
- Within 10 calendar days of receipt of the Agreement and General Terms and Conditions, the Client shall return the signed duplicate for agreement to TEC. Should the Client fail to do so, the commencement of the work in execution of the Agreement shall be considered as acceptance by the Client of the Agreement and the General Terms and Conditions.
- The assignment described in the Statement of Work shall be performed by TEC in complete autonomy.
TEC is authorised to request additional information from the Client whenever this is deemed appropriate. Parties shall each appoint a contact person in the Agreement and/or the Statement of Work.
The Client shall in no way be entitled to exercise over them any part of the authority or control normally vested in an employer.
- TEC and its employees, appointees and/or executive agents, for whom it has full responsibility, shall perform the assignment as laid down in the Statement of Work.
In accordance with Article 31, §1 of the Act of 24 July 1987 on temporary work, temporary employment and the provision of workers in the users’ service, the Client’s compliance or enforcement of compliance with the obligations incumbent on it in respect of welfare at work, as well as any instructions given by the Client in execution of the assignment, cannot be regarded as any form of authority by the Client over the employee, appointee and/or executive agent deployed by TEC for the execution of the agreed assignment. The “instructions in executing the assignment” are always explicitly included in the Statement of Work.
Without prejudice to the first and second subparagraphs, TEC may be required, in the manner agreed by the parties, to report or account for assignments performed and results achieved, with the exception of its working methods. TEC shall also inform the Client on an informal basis of any delays or special difficulties encountered in the execution of the contracts and which could affect their punctual execution.
- The work shall be carried out according to the generally applicable standards ARAB/AREI or according to the Client’s specifications (see article 7).
- The work carried out shall be deemed to have been accepted by the Client in the absence of any protest by registered letter within 10 working days of its completion or termination.
- TEC is permitted to use subcontractors for the execution of the works.
- The Client is entitled to inspect the works. In doing so, he shall not in any way compromise the autonomy in which the work is carried out. The costs of such checks shall always be borne by the Client.
3) DURATION AND TERMINATION
- The Agreement between the Parties shall commence on the date of signature and shall be of limited duration, unless otherwise stipulated in the Agreement/Statement of Work.
The term of the Agreement shall be automatically renewed for a period of one year at the end of the initial term and at the end of each renewed term.
- Either party may terminate the Agreement at any time, subject to one calendar month’s notice, which must be served by registered letter.
The notice of termination shall take effect 3 calendar days after the registered letter has been sent.
- Without prejudice to the possible right to compensation, each of the Parties may terminate the Agreement with immediate effect and without any compensation for termination:
- in the event of a serious shortcoming by the other Party;
- if the other Party is put into liquidation or declared bankrupt.
- If a Statement of Work specifically provides for a notice period and the Client terminates the Statement of Work prematurely without observing the full notice period, the Client shall be liable for compensation equal to that part of the notice period that was still to be performed.
- The Parties shall not be liable for any late or non-performance of its obligations under the Agreement/Statement of Work if the (correct) execution of the Agreement/Statement of Work has become absolutely impossible due to unforeseeable circumstances beyond TEC’s control, including but not limited to: fire, flooding, unavoidable accidents, mandatory government measures, pandemic, etc.
Such unforeseeable circumstances shall suspend the Agreement and (all) Statement(s) of Work between the Client and TEC. TEC shall make every effort to ensure continuity and compliance with its obligations as soon as possible.
- Without prejudice to Articles 3.a to 3.e, the Agreement may not end until the date of the last Statement of Work between the Parties.
- Among other things, the provisions of Articles 3, 4, 5, 9 and 10 of the General Terms and Conditions shall remain valid and enforceable even after termination of the Agreement.
4) RATES & TERMS OF PAYMENT
- It is agreed that the services shall be provided by TEC according to its most recent tariffs.
- The rates are all-in rates, which include costs such as management, inspection, taxes and insurance. The rates are drawn up in euros and exclude VAT.
Travel costs to and from the performance location are included in the rate. Other costs shall be invoiced as extras based on the actual cost.
Changes that are made to the Agreement/Statement of Work in writing and that result in more/less work or a higher/lower price, shall be charged on the basis of the hours spent and the hourly/daily rate stated in the respective Statement of Work.
The rates, any costs, surcharges for more or less work, overtime arrangements, shift supplement and/or night supplement shall always be determined in the Agreement and/or Statement of Work.
- Invoices shall be issued on a monthly basis in accordance with the time sheets or progress reports completed by the employee, appointee and/or executive agent. The Client shall sign these statements for approval of the work carried out. After the Client’s approval and in any case within 5 working days after forwarding the statements, it shall automatically be deemed that these have been accepted.
All payments must be made within 30 days of the invoice date, unless otherwise stipulated in writing.
- If the Client fails to pay the invoice by the due date, i.e. 30 days after the invoice date, TEC is entitled to unilaterally suspend the performance of the Agreement/Statement of Work until all payments have been made.
- If no payment is received within 30 days of the invoice date, the invoice amount shall be increased automatically and ipso jure, and without the need for prior notice of default, by the interest rate pursuant to the Act of 2 August 2002 on combatting payment arrears in commercial transactions, as well as by an irreducible fixed compensation of 15% at a minimum of EUR 125.00. All this without prejudice to other rights, claims, indemnities and/or interests. In the event that one or more invoices are not paid on time, whether in total, interest or damages, all invoices, even those not yet due, shall become due and payable in full. The Client may therefore no longer invoke any postponement of payment.
- Protests regarding invoiced amounts must be made by registered letter within 8 days of receipt of the invoice.
- An offer is only valid for the order or quantities stated therein.
- The period of validity of an offer is 1 calendar month.
- Should the execution of the Statement of Work, for whatever reason, take place later than 3 months after receipt of this, the prices may be revised due to changes in the cost of materials/rental.
- The rates follow the indexations and wage increases as determined by collective labour agreements concluded within Joint Committee 200, without any notification being required.
- The Client shall always be obliged to pay at least the number of hours as stated in the schedule of the Statement of Work /Agreement.
If, for any reason, a TEC employee, appointee and/or executive agent should leave the workplace earlier (than the number of hours stated) at the Client’s request, TEC is nevertheless entitled to invoice all hours as stated in the hourly schedule.
- Unless expressly stipulated otherwise, TEC commits only to performing its obligations towards the Client under this agreement and not to the results.
- TEC’s liability is strictly limited to the tasks entrusted to it, as described in the Statement of Work assignment description. Additional tasks or activities necessary and directly related to the proper execution of the assignment are deemed to be included within the assignment description.
Liability for errors or omissions falling outside the scope of the assignment description, or that are not the direct result of necessary actions within the assignment description, or that are the result of mistakes, errors and/or omissions by the Customer’s assignment entrusted to TEC, will be fully borne by the Customer who, in this context, assumes the capacity of appointer with regard to the employees, appointees or other executive agents of TEC.
- Any approval of the work and/or documents carried out by TEC implies acceptance of visible defects.
Except in so far as this is impossible by law, any liability on the part of TEC shall be limited to an amount equal to 50% of the contract sum already performed and invoiced for the Statement of Work in question within which TEC is held liable. TEC shall never be liable for indirect damages or costs of any kind, including loss of profit, loss of production, loss of customers, increase in depreciation, etc. Invoices from third parties in this regard cannot be recovered from TEC.
- Regardless of any provision in this agreement, TEC shall not be liable for delays or non-performance of this agreement due to events beyond its normal control.
- TEC shall only be liable for the violation of statutory regulations or infringement of third-party rights if these are generally known to the contractors working in the relevant field (ARAB/AREI) and if the Client has informed the employee, appointee and/or executive agent in writing of the existence of such or such rights.
- In the event of any damage caused by a TEC employee, appointee and/or executive agent, this must be reported immediately to the TEC project manager. The damage must then be described and sent in writing to TEC, no later than 3 working days after the occurrence causing the damage. The description should include the name of the employee, the appointee and/or executive agent who caused the damage, the nature of the damage and the evidence. Comments that do not follow this procedure, as well as any repairs carried out without the written approval of TEC shall not be considered admissible. The damage that is declared admissible shall be settled in a separate credit note. All invoices issued by TEC must be paid within the payment period stated on the invoices; damage claims cannot give rise to any delays in payment.
In any case, any claim to compensation shall expire if TEC is not informed of the claim in writing within one year of discovering the event or circumstance which gives/may give rise to liability.
- If the contract between TEC and the Client includes an indemnification and/or waiver of recourse by TEC, or an affirmation by TEC that such an indemnification and/or waiver is stipulated in an agreement with a third party, then this shall only apply if such an indemnification, waiver and/or affirmation does not concern damage which is the direct or indirect result of an error on the part of an employee, agent, independent worker or other from the Client himself.
- With a view to measuring, assessing and ensuring the quality of the Contract, TEC shall regularly monitor the progress of the work carried out at the Client’s premises. This project follow-up shall ensure that TEC always maintains a good and complete overview of the project content as well as of the Client’s evolving expectations and objectives in this regard.
- Consequently, within the framework of the execution of this Agreement and, in general, during the execution of its activities, TEC undertakes to comply with all the legal obligations applicable to itself and to its activities, and more specifically – without these examples being exhaustive – the Law of 5 March 2002(Belgian Official Journal 13 March 2002), the obligations in terms of safety and well-being at work, the granting of a minimum wage to its employees, the payment of the wages of its employees, the obligations in terms of the environment and its protection, the prohibition on engaging in or accepting practices such as private or public corruption, the employment or residence of foreign employees, DIMONA and LIMOSA, (etc.).
In particular, TEC shall also see to it that all sums due to the National Social Security Office or any other taxes such as VAT, withholding tax (etc.) are paid regularly.
- In addition, TEC guarantees to the Client that it does not employ or shall not employ any foreign workers who reside in Belgium illegally, as defined under Article 3 of the Act of 11 February 2013 (Belgian Official Journal 22 February 2013). TEC undertakes to provide proof of compliance with this obligation upon simple request from the Client.
TEC also undertakes not to transfer the execution of contracts to direct or indirect subcontractors of which TEC knows or should know that they employ workers residing illegally in Belgium, as defined under Article 3 of the Act of 11 February 2013 (Belgian Official Journal of 22 February 2013).
- The Client makes it a point of honour to work with partners who share the same concern for rigour, quality and compliance in carrying out their activities. Non-compliance by the Client may constitute a serious breach in the light of Article 3.c.
- PREVENTION LEGISLATION AND ARAB REGULATIONS
- The Client shall ensure that TEC’s employee, appointee and/or executive agent are made aware of all provisions of the Prevention Act of 4 August 1996, its implementing decrees and the provisions of the ARAB (General Regulations on Labour Protection), applicable to the execution of the assignment, whether at the Client’s or its customers’ premises.
TEC shall use only properly instructed and trained personnel for the execution of the assignment.
The Client shall inform TEC and its employees, appointees and/or executive agents of:
- the occupational hazards relating to the Client, his sites or his customers;
- the means of protection and prevention at the Client’s premises or sites, or at his customers;
- first-aid arrangements at the Clients, on his sites or at his customers;
- fire fighting and evacuation procedures for persons at the Client’s premises, sites or at his customers;
as provided for in the prevention legislation and its implementing decrees, whether the assignment is carried out at the Client’s premises or at its customers’ premises.
The Client guarantees that all machines or installations to be maintained, used or operated shall at all times comply with all legally imposed safety regulations/inspections and therefore indemnifies TEC against any possible claim or demand as a result of the non-compliant or unlawfully secured device, equipment or machine or part thereof.
- TEC undertakes to fulfil its obligations concerning the welfare of employees in the performance of their work, which are specific to the establishment in which its employees come to perform their work.
If TEC does not comply or does not properly comply with the obligations set out above, the Client may, if the nature of the infringement allows, request in advance by registered letter that the infringement be brought to an end as soon as possible. In the event that TEC does not respond adequately to the notice of default, the Client may take the necessary measures at TEC’s expense. If TEC wishes to use its own subcontractor(s), it must ensure that the latter respects all the obligations in terms of the well-being of employees during the performance of their work, with which TEC would be charged if it were to perform the contract itself (including only using suitably trained personnel, respecting the specific safety regulations of the Client in whose facility the work is being performed, informing their employees and/or subcontractors, etc.)
TEC is also obliged in that case to conclude a written agreement with its subcontractor(s), stating that:
– The subcontractor undertakes to comply with all the obligations relating to the welfare of workers in the performance of their work which are specific to the establishment where they shall be working;
- if the subcontractor does not comply with these obligations or does not comply properly, the Subcontractor may in all cases, after notice of default, take the necessary measures itself, at the expense of its subcontractor;
- the subcontractors shall in turn include the above clauses in their written contract with their further subcontractor(s).
- If one or more employees, appointees and/or executive agents of TEC are involved in a (serious) industrial accident, TEC must notify the Client within 24 hours of the accident. Conversely, if the Client is informed of a (serious) accident at work involving one or more employees, the Client shall notify the employees, appointees and/or executive agents of TEC or its prevention department on the day of the accident.
TEC shall ensure that the accident is immediately investigated by its competent prevention department and that a detailed report is provided to the competent officials and to the persons involved (the employers involved in the accident, users, employment agencies, construction managers in charge of the execution, contractors, subcontractors and self-employed persons) within ten days of the accident. The Client shall cooperate with TEC, its prevention department, the competent officials and persons involved in order to ensure that the accident can be investigated and the detailed report drawn up.
The Client shall assist TEC, its prevention department, the competent officials and all other parties concerned in conducting the investigation and drawing up the detailed report.
- The Client shall grant TEC access at all times to all of TEC’s employees, appointees and/or executive agents, both on its own premises and at its sites and those of its customers. The Client shall allow TEC to enter the work stations where its employees, appointees and/or executive agents are working, wherever they may be located.
- The Client shall comply with its legal obligations as provided for in the Act of 4 August 1996 on the welfare of employees in the performance of their work, in particular those in Chapter IV on the welfare of employees in the performance of their work, in particular those in Chapter IV on the special provisions relating to work carried out by external organisations or by temporary employees.
- TEC undertakes to maintain the strictest confidentiality of all technical information and trade secrets of the Client. TEC undertakes to keep all documentation and information obtained in execution of this agreement confidential and not to copy or disclose it to third parties. However, TEC cannot vouch for subcontractors or third parties.
- In addition, TEC’s liability shall be limited to what it can impose on its employee, appointee and/or executive agent, and any compensation owed to the Client shall never exceed what TEC actually obtains from its employee, appointee and/or executive agent.
9) BAN ON POACHING
- The Client is prohibited from taking over or employing employees, appointees and/or executive agents of TEC, either directly or indirectly via affiliated and associated companies (Articles 1:20 and 1:21 of the Company Code) or via a third person, self-employed person, (sub)contractor or temporary employment agency or any other legal entity, for the same or a different function, during the entire period of cooperation and also for a period of twelve months after the termination of the cooperation. This concerns all employees, appointees and/or executive agents who were introduced to the Client by TEC within the framework of the Agreement and/or its Statement of Work, came into contact with the Client and/or worked for the Client during the last 12 months.
The Client shall also not cooperate with such person(s), directly or indirectly, on a self-employed basis or in subcontracting, not even if said person(s) has/have set up their own company or work for competitive companies.
- Each violation of this clause shall give rise to the payment of a fixed compensation of 35% of the gross annual salary of the employee, appointee and/or executive agent concerned, with a minimum of EUR 22,500.00 per violation and per person.
- Each change in assignment, which results in a change in scope or complexity, shall be laid down in a separate written agreement between the parties.
- The agreement shall not be transferable unless with the prior written consent of the other Party or if it concerns a transfer between legal entities within the House of HR group, of which TEC is a part.
- If any provision of the contract is invalid or unenforceable, this shall not affect the enforceability of the remaining provisions. The invalid or unenforceable provision shall be deemed replaced by an alternative valid and enforceable provision that most closely matches the original intent of the Parties, as permitted by applicable law.
- TEC is permitted to work for other, including competing, customers, both during the term of the Agreement and after its expiry.
- By signing this agreement, the Client authorises TEC to include its (business) name and logo in the digital brochure that TEC shares with potential customers (https://sales.gritt.be) and/or on the respective website (www.gritt.be and/or www.tec.be). The reference to a Client is free of charge for TEC.
- This agreement is governed by Belgian law.
All disputes arising therefrom shall fall under the exclusive jurisdiction of the Commercial Court of Ghent, Kortrijk Division.