The following definitions are used in these General Terms and Conditions:
AS4: The public limited company AS4 NV with enterprise number BE 0645 501 049 and its employees.
Client: the company or an affiliate that commissions AS4 to carry out an assignment to provide services.
These general sales terms and conditions apply exclusively to all legal relationships between AS4 and the Client and apply to all services provided by AS4. The Client shall be deemed to accept these conditions by the mere fact that they submitted their order. These conditions take precedence over any of the Client’s terms and conditions.
3.1 All offers by AS4 to provide services remain valid for the period specified on the collaboration proposal.
3.2 The collaboration proposal is based on the information provided by the Client. AS4 relies on the accuracy and completeness of this information when drawing up the collaboration proposal. The provision of incorrect information may require the contract to be modified.
4.1 An agreement between AS4 and the Client is entered into at the time that: the collaboration proposal, provided by AS4 and unmodified by the Client, is explicitly accepted orally or in writing by the Client; or, if the assignment commissioned by the Client is not preceded by a collaboration proposal, when the assignment is explicitly commissioned orally or in writing by the Client.
4.2 The agreement is for an indefinite period, unless the parties expressly agree otherwise.
5.1 The Client is obligated to provide AS4 in a timely manner with all information that in the opinion of AS4 is required to properly carry out the assignment or that the Client should know is required to properly carry out the assignment.
5.2 The Client guarantees the accuracy, completeness and soundness of the information provided to AS4, also when the information is provided by third parties.
5.3 The parties shall jointly treat the information obtained within the scope of this agreement as confidential.
6.1 AS4 determines which individual or individuals in its organisation will carry our the assignment. It also determines the manner in which the assignment will be carried out and what resources will be used. It will also allow for the client’s needs and instructions as much as possible, provided, in the opinion of AS4, this is conducive to the timely and proper execution of the assignment.
6.2 AS4 will execute the work activities required to complete the assignment with the due care of a conscientious contractor. The contract assigned to AS4 will always be assessed and carried out as part of our obligation to perform to the best of our ability.
6.3 AS4 is not directly responsible and thus cannot be held liable under any circumstances for the Client’s business operations, nor for the safety/quality of the Client’s manufactured goods.
6.4 Should the Client desire it, the Client is entitled to involve third parties in the execution of the assignment.
6.5 As standard, all documentation and communication will be provided via a printout in Dutch unless the parties agreed otherwise in a contract. A dossier in multiple languages, or a language other than Dutch, will incur an additional charge. This also applies should the client wish to receive multiple copies. The client dossier will not be delivered digitally. For training courses, the first twenty printouts are free. Extra copies will incur additional printing costs.
6.6 Time limits within which work activities must be completed are always targets, unless parties expressly agree otherwise.
6.7 The delivery dates for services are purely informative. These dates are never binding for AS4 and never give occasion to claim damages for any reason whatsoever. If the Client cannot accept the delivery of services due to force majeure (state of war, strike, lockout, illegal occupation of premises and/or equipment, etc.), the Client must notify us at least 48 hours before the scheduled start time of the services. Services that are cancelled less than 48 hours before the start time will be charged in full.
6.8 The Client is obligated to make a workstation available to AS4 staff at no charge that is equipped with a telephone and internet connection in accordance with the applicable legal standards so that AS4 is able to carry out its duties effectively.
6.9 If the Client requests additional work during the periods of the agreements, the resulting additional costs shall be borne by the Client. If, in the opinion of AS4, a change is required in the execution of the assignment and/or the scope of the work activities carried out under the terms of the assignment to meet AS4’s obligations to the Client, AS4 is entitled to do so, provided this is required in the legitimate interest of the Client.
7.1 AS4 remuneration does not include VAT, kilometre allowance, travel expenses or expenses incurred within the scope of the assignment.
7.2 The remuneration becomes payable in proportion to the work activities that have been carried out. The liability to pay is not dependent on the outcome of the work activities carried out under the terms of the assignment. The provided services will be invoiced on a monthly basis.
7.3 If, after the agreement is entered into, but prior to the completion of the assignment, a change occurs affecting pay and/or expenses, AS4 is entitled to adjust the agreed upon remuneration.
7.4 Premature termination of the agreement obligates the Client to pay the full payment specified in the agreement, plus any expenses and claims of third parties engaged in executing the assignment.
7.5 AS4 is at all times entitled to request a reasonable advance payment or (additional) security from the Client to ensure the payment obligation will be fulfilled. If Client fails to pay the required advance or provide the required security, AS4 is entitled to immediately suspend the (further) execution of the assignment, at which point the remuneration that the Client must pay AS4 becomes immediately due and payable.
8.1 With respect to this article, the meaning of the term AS4 includes its employees and any third parties engaged in the execution of this assignment.
8.2 AS4 is not liable for any Client damages, or its clients’ damages, that are due to the untimely, incomplete or inadequate execution of the assignment, unless the damages were caused by intentional or gross negligence on the part of AS4.
8.3 AS4 is not liable for Client damages due to acts or omissions by third parties engaged in the execution of the assignment, unless the damages were caused by intentional or gross negligence on the part of AS4.
8.4 AS4 is not liable for any damages due to the Client not fulfilling its obligation to provide information as stipulated in Article 5 or due to the information provided by the Client not complying with the stipulations of Article 5.2, unless the damages were caused by intentional or gross negligence on the part of AS4.
8.5 The Client shall indemnify AS4 against all third party claims for damages incurred in connection with the services provided by AS4 to the Client.
8.6 AS4 is at all times entitled to limit or undo the Client damages as much as possible.
9.1 All intellectual property rights related to the services provided by AS4 are retained by AS4.
9.2 The Client has a non-exclusive right of use on the services provided by AS4. Unless explicitly permitted in writing from AS4, the Client is not permitted to partially or wholly to reproduce the provided services or disclose these to third parties.
9.3 At all times, AS4 retains its independence of the Client with respect to the provided training courses, instructions, documents, etc.
9.4 AS4 is entitled to make use of the services it provides with respect to its own promotion and/or publicity. AS4 is also entitled to use the Client as reference.
10.1 An agreement for a specific period of time will be tacitly extended for the same period if the Client does not terminate the assignment in writing no later than one month before the end of the duration of the agreement.
10.2 An agreement for an indefinite period of time can be terminated in writing with a notice period of three months.
10.3 All other agreements cannot be terminated early unless a serious breach has occurred on the part of AS4. If, nevertheless, the Client does terminate the agreement early, the Client is obligated to pay the compensation due for the Agreement in full.
10.4 AS4 is entitled to suspend all of its existing assignments commissioned by the Client, or wholly or partially terminate these assignments without giving notice of default and without being held liable for any compensation for damages. In addition to which, all open invoices, outstanding project amounts and compensation for damages become immediately due and payable. This occurs without prejudice to AS4’s entitlement to claim full compensation. The above applies when:
The Client is declared bankrupt or an application is submitted to this end.
The Client ceases activities or is liquidated.
The Client does not fully meet its financial obligations to AS4 in a timely manner.
With respect to the assignment, the Client is repeatedly in breach of meeting its obligations in a timely manner, such that AS4 is not able to execute the assignment effectively.
The Client or one of its employees exhibits inappropriate behaviour toward one of AS4’s employees.
11.1 Complaints concerning the services or performance of AS4, when the client is of the opinion that AS4 is not executing the assignment fully, effectively or in a timely manner, must be sent by registered letter within eight days of the provision of the services in question.
11.2 The Client is not entitled to suspend its payment obligations due to complaints as stipulated in Article 11.1.
11.3 If and insofar as the Client, in the opinion of AS4 has a valid protest, AS4 is entitled at its own discretion to adjust the invoice amount, or bear the cost of improving or restarting the involved work activities, or to refund some of the previously paid remuneration without having to continue executing the assignment. Moreover, any complaint concerning any inaccuracies in the order confirmations or invoices AS4, under penalty of forfeiture, must be communicated by the Client to us in writing by registered letter within eight days of receipt of the order confirmation or invoice.
11.4 If the Client does not submit a protest within the prescribed period, all of the Client’s rights and claims, for whatever reason, are voided with respect to the matter protested or could be protested within that period.
12.1 Unless there are other written provisions, AS4 invoices are payable on receipt, net and without discounts. Non-payment upon receipt will automatically and without notice of default incur an amount calculated at an annual interest rate of 12 percent. Moreover, by law, after notice is given by registered mail, an agreed fixed compensation for damages will be owed by the Client calculated at 15 percent on the outstanding amount with a minimum of 125 Euros. The non-payment of a single invoice on its due date makes the outstanding balance of all other invoices, including those not outstanding, immediately due and payable as well as the remaining amount for the project as specified in the agreement. In the event of default of payment, AS4 can, without being held liable to compensation for damages, with costs to be borne by the Client, terminate the agreement and/or set aside any legal claims or compensation for damages arising thereof. The submission of a
complaint, whether or not valid, about the involved or any other provision of services, does not suspend the Client’s payment obligations.
12.2 All reasonable legal and extrajudicial collection fees incurred by AS4 as a result of the Client’s non-compliance with its payment obligations shall be borne by the Client.
13.1 Without prior consent of AS4, the Client is not entitled to engage any AS4 employee or negotiate with its employees for that purpose during the execution of the assignment and for one year after the completion of the assignment.
13.2 In the event of violation of Article 13.1, the Client must pay AS4 immitigable damages and training expenses that is immediately due and payable in the amount of one gross annual salary of the involved employee, without prejudice to AS4’s right to claim full compensation and/or cessation of the claim.
14.1 In the event of force majeure, AS4 is entitled to cancel the agreement or to suspend delivery to the time that the force majeure ceases without being held liable to pay any form of compensation to the Client.
15.1 All legal relationships between AS4 and the Client are governed by
15.2 All disputes relating to this agreement between AS4 and the Client shall be exclusively submitted to the competent court in the district in which the registered office of AS4 is located, unless the provisions of mandatory law prescribe otherwise.