General Terms & Conditions

B-SOURCE GENERAL TERRMS & CONDITIONS

1. OBJECT

  1. The work described in the annexures will be carried out with complete autonomy by b-source. Nevertheless, b-source may from time to time ask the customer for additional information. Such requests are done by the b-source contact person as defined in the annexure, who acts as the project manager but also supervises and exerts authority over her own employees and hired staff. At no point shall any of the b-source employees, hired staff or other executive agents be regarded as employees, hired staff or agents of the customer. The customer shall in no way be entitled to exercise any form of authority or control, which is normally assumed by the employer, over these b-source employees.
  2. The work shall be carried out either in accordance with the ARAB/AREI general standards or the customer’s specifications.
  3. The work will be deemed to be effectively carried out and as having been accepted by the customer in the absence of any protest from the customer by registered mail within 10 working days after the abovementioned acceptance or the completion of the assignment.
  4. b-source may hire subcontractors for the execution of the work.
  5. The customer has the right to verify all work. In doing so, he in no way calls into question the autonomy with which the work is carried out. The costs for such checks are at all times to be assumed by the customer.
  6. The customer shall comply with all legal obligations as provided for in the Act of August 4, 1996 regarding the well-being of workers in the performance of their work and in particular with those featured in chapter IV concerning the well-being of employees during the execution of their work, especially the special terms mentioned in chapter IV regarding the special provisions on work carried out by subcontractors or temporary workers.
  7. b-source will carry out the assignment as provided in the order confirmation with its own staff or executive agents over whom it will bear full responsibility. In accordance with article 31, §1 of the Law of July 24, 1987 on temporary work, temporary agency work and the hiring-out of workers for the benefit of users, the customer’s compliance with and enforcement of the obligations for which he is responsible as far as well-being at work as well as the instructions given by the customer during the execution of the assignment is concerned, shall not be considered as exercising authority over the employees or hired staff, which b-source were to deploy for carrying out the agreed assignment. The “instructions for the execution of the assignment” in the sense of the preceding paragraph will be explicitly included in the order confirmation.

2. DURATION

The agreement will be concluded for the period stated within the framework agreement or order confirmation. The customer will notify b-source of each modification in writing at least 6 weeks in advance. 

3. PRICE

  1. It is agreed that the service will be executed by b-source based on their latest rates.
  2. Any travel expenses shall be assumed by the customer based on the designated allowance per kilometre.
  3. All prices are exclusive of VAT.
  4. Invoicing is done on a weekly basis. All payments need to be received no later than 30 days after the invoice date. This is in accordance with the general terms and conditions of sale that were sent to you.
  5. If the client fails to settle the invoice completely within 8 days, b-source has the right to suspend the execution of the agreement unilaterally until all payments have been received.
  6. If no payment has been received within 8 days after the due date, the invoice amount is automatically and legally, without requiring prior notice, subjected to the legally accepted interest rate which equals the National Bank’s interest rate plus 2%, with a minimum of 12% per annum linked to a fixed and irreducible penalty of 10%, with minimum amount of € 75 and maximum € 2,500. The above-mentioned clause does not in any way affect other rights, claims, indemnities and/or interests. Late payment of one or more invoices will render all outstanding invoices payable in full. This applies not only for the principal amount, but also interest and damages. The customer will therefore not be able to invoke any form of payment extension.
  7. All protests concerning the invoiced amounts need to be submitted by a registered letter within 8 days of receipt of the invoice.
  8. An offer shall only be valid for the quantities or tasks mentioned in that offer.
  9. The offer is valid for a period of 1 month.
  10. If the execution of an order, regardless of what the reason might be, occurs later than 3 months after its receipt, prices can be revised as a result of changes in material or rental prices.
  11. Rates evolve along with the operating costs. Annual rates increases shall not exceed the modifications made to the consumer price index.

4. LIABILITY

  1. An agreement that has been entered into is always a best endeavours obligation and not an obligation to produce results.
  2. b-source’s liability is strictly limited to the tasks it has been entrusted with. b-source will in no way be held liable for consequences, forgetfulness, errors, mistakes, or oversights on the customer’s part that stem from the assignment entrusted to b-source.
  3. Approval of work carried out and/or documents created by b-source carry an acceptance of visible defects. b-source shall not be liable for any indirect loss or costs irrespective of the cause, including loss of profit, production loss, loss of customers, increase in depreciation, etc.In this respect, invoices drawn up by third parties cannot be charged to b-source. The first € 1,500 resulting from the above-mentioned direct damage shall always be borne by the customer. Compensation payable by b-source shall never exceed € 1,500,000 and this includes such compensation related to personal injury, mixed property damage and immaterial loss, charges, costs, taxes, investigative measures, experts’ fees, specialists, lawyers, auditors, architects, engineers, etc.
  4. Unless expressly stipulated otherwise, b-source assumes only the obligation of best endeavours for the provision of services towards the customer.
  5. Regardless of any provision featured in this agreement, b-source shall not be held accountable for delays or nonexecution of any present agreements as a result of incidents beyond its control.
  6. b-source shall only be held accountable for the violation of statutory regulations or infringements of the rights of third parties if such regulations are generally well-known and accepted by contractors in the relevant field of expertise (ARAB/AREI), and when customer has informed the contractor in writing about the existence of such rights.
  7. The b-source project manager must be notified as soon as it is ascertained that any damage has been caused by a b-source employee, hired staff member or subcontractors. The damage then needs to be defined and explained to bsource in writing no later than 3 working days after the events have occurred. The description must include the following items: name of the employee who caused the damage, the type of damage and any relevant teaching materials. Comments that do not follow this procedure or any repairs carried out without written approval by b-source shall not be accepted. Any accepted damages will be settled by means of a separate credit note. All invoices issued by b-source must be paid within the period stated on the invoice. Damage claims may not give rise to delays of these payments.
  8. The customer guarantees that all machines or installations which need to be maintained, used or operated will always comply with all safety requirements imposed by law. The customer shall safeguard b-source from any claim resulting from a non-compliant or non-legally protected device, appliance or machine or one of its components.

compensation related to personal injury, mixed property damage and immaterial loss, charges, costs, taxes, investigative measures, experts’ fees, specialists, lawyers, auditors, architects, engineers, etc.

  1. Unless expressly stipulated otherwise, b-source assumes only the obligation of best endeavours for the provision of services towards the customer.
  2. Regardless of any provision featured in this agreement, b-source shall not be held accountable for delays or non-execution of any present agreements as a result of incidents beyond its control.
  3. b-source shall only be held accountable for the violation of statutory regulations or infringements of the rights of third parties if such regulations are generally well-known and accepted by contractors in the relevant field of expertise (ARAB/AREI), and when customer has informed the contractor in writing about the existence of such rights.
  4. The b-source project manager must be notified as soon as it is ascertained that any damage has been caused by a b-source employee, hired staff member or subcontractors.
  5. The damage then needs to be defined and explained to b-source in writing no later than 3 working days after the events have occurred. The description must include the following items: name of the employee who caused the damage, the type of damage and any relevant teaching materials. Comments that do not follow this procedure or any repairs carried out without written approval by b-source shall not be accepted. Any accepted damages will be settled by means of a separate credit note.
  6. All invoices issued by b-source must be paid within the period stated on the invoice. Damage claims may not give rise to delays of these payments.
  7. The customer guarantees that all machines or installations which need to be maintained, used or operated will always comply with all safety requirements imposed by law. The customer shall safeguard b-source from any claim resulting from a non-compliant or non-legally protected device, appliance or machine or one of its components.

5. CONFIDENTIALITY

  1. b-source is committed to the strictest level of confidentiality regarding all technical information and trade secrets of the customer. b-source commits itself to maintaining all documents and information, obtained for the performance of the current agreement, in confidence and not to copy or disclose these to third parties. b-source, however, shall not stand security for subcontractors or third parties.
  2. In addition to this, b-source’s liability shall be limited to what it can impose itself on its employees or hired staff. The possible compensation to be issued to the customer shall not be allowed to and may never exceed the amount that b-source effectively receives from its employees or hired staff.

6. MISCELLANEOUS

  1. Any modification of the assignment leading to a change in its scope or complexity needs to be fixed in a separate agreement.
  2. The customer is strictly prohibited to take on or hire staff, temporary agency workers or former staff of b-source during the entire period of cooperation and for a period of 36 months after its termination, either directly nor indirectly by way of subsidiaries, an affiliate company or a third party, a self-employed person, sub-contractors or employment agency or any other legal entity. During the same period, the customer shall cooperate neither directly nor indirectly on a self-employed basis or in subcontract with staff, subcontractors, temporary agency workers or former staff of b-source, even when this person or these persons have set up their own company or work for competitors. Each infringement of the above-mentioned clause shall lead to the payment of a fixed and irreducible indemnity of € 30,000 per infringement and per person.
  3. Belgian legislation shall apply for the present agreement.
  4. Any disputes arising from this agreement fall under the exclusive jurisdiction of the Dendermonde Commercial Court or other courts.

 

7. FINAL PROVISIONS

  1. The present agreement and its annexures constitute the integral agreement between the parties and replace all arrangements and current and prior agreements.
  2. The customer shall send back this agreement, signed for approval purposes, within 10 days. If this is not done, this agreement will be considered as approved at the moment b-source starts the work.
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