General Terms and Conditions
1.1. Without prejudice to the application of any special conditions included in a separate written agreement, these Terms and Conditions apply to every order form, quotation, invoice or other contractual relationship between non-profit organization ACEG (hereinafter “ACEG”) and any person who purchases or requests services, even if this is done for the benefit of third parties (hereinafter the “Client”).
In the event of a conflict between the present terms and conditions (hereinafter the “Terms and Conditions”) and any separate written agreement, the provisions of the written agreement shall prevail.
1.2. ACEG only accepts orders on condition that these Terms and Conditions apply. These Terms and Conditions are deemed to have been accepted by the Client by the mere fact of the order placed by him. Acceptance of these Terms and Conditions also implies that the Client fully waives the application of its own general (purchase) conditions.
An acceptance of the general (purchase) conditions of the Client by ACEG is only possible by an explicit written confirmation and not via a pre-printed clause. If ACEG accepts the (purchase) conditions of the Client or concludes a specific agreement with the Client, these Terms and Conditions complement the general (purchase) conditions of the Client or the specific agreement where these Terms and Conditions provide for provisions that are more precise or that are not included in the Clients’ terms and conditions or the specific agreement, even if they would explicitly state that these Terms and Conditions would not apply. An acceptance of an order form from the Client in no case implies an acceptance of any terms and conditions of the Client.
1.3. ACEG reserves the right to amend these Terms and Conditions (i) until the moment that ACEG has expressly accepted the assignment (hereinafter the “Assignment””) or (ii) at any time subject to communication of the changes one week prior to the entry into force. If the Client does not agree with the change, it is entitled to terminate the agreement within a period of 14 days following the notification of the change.
1.4. All order forms, quotations and contract proposals of ACEG are without obligation and as such do not bind it. Unless otherwise specified, any price offer is valid until 3 months after the date of the quotation. An agreement between ACEG and the Client is only concluded at the time of an order by the
Client on terms that are acceptable to ACEG, an order confirmation signed by an authorized representative of ACEG, the signing of a written agreement or by the delivery and invoicing of the services. The request to cancel an appointment must be made by email to firstname.lastname@example.org and is only valid if accepted by email by ACEG. In the event of cancellation, even if ACEG has accepted the cancellation and/or has rescheduled the appointment, ACEG will apply the following cancellation costs with a minimum of 95,95 EUR excl. VAT:
- cancellations more than 72 hours before the start: no additional costs.
- cancellations 48 to 72 hours before the start: 50% of the execution price.
- cancellations 24 to 48 hours before the start: 75% of the execution price.
- cancellations less than 24 hours before the start: 100% of the execution price.
A useless visit by ACEG, for example because the conditions stated in Article 2.3 have not been fulfilled, can be equated with a cancellation less than 24 hours in advance.
1.5. The internal registration of (i) contractual documents, and (ii) services by ACEG will serve as proof of the foregoing, subject to proof to the contrary provided by the Client.
2. IMPLEMENTATION MODALITIES
2.1. The subject of ACEG’s Assignment concerns all services that it deems necessary for the correct execution of the inspections. Unless expressly agreed otherwise, ACEG’s services are limited to the controls and examinations that fall within the exclusive competence of accredited inspection organisations.
2.2. The normal day service includes 7.4 working hours, which take place between 7 a.m. and 6 p.m., from Monday to Friday, with the exception of public holidays. Services outside those hours are possible with the agreement of ACEG and at special rates, as set out in these Terms and Conditions.
2.3. The Client commits to create the best conditions that should enable ACEG to carry out the Assignment without any hindrance. To this end, depending on the nature of the Assignment to be carried out, the Client must include (without being exhaustive):
- sending the control requests together with all documents of any kind (technical, administrative, etc.) necessary for the preparation and proper execution of the inspection;
- provide for:
- the necessary power supply, if appliances so require
- any other utilities, including water;
- a space in which the employees or appointees of ACEG who perform the Assignment (hereinafter the “Team Members”) can carry out their administrative activities and store control equipment;
- an installation that is freely accessible to the Team Members. These permanent or on-site installations include: changing room, refectory, washing area, toilets, etc.;
- – make available the systems, devices, etc. necessary for the proper execution of the Assignment to the Team Members. This includes, without being exhaustive, at least the following:
- the diagrams and plans of the installation, the voltage and nature of the currents, the composition of the main circuits, the location and characteristics of the protections ensuring the interruption of the main circuits and distribution circuits, the list of the various electrical boards and diagrams, the external influence factors, the implantation scheme of the grounding (for all non-household installations), the certificate of information or competence (BA4/BA5), if applicable, the conformity report for first use, any previous periodic reports and, if required, the calculation notes of the installation;
- inform the Team Members of any changes to the material, device or installation that affect the safety aspects of use, in due time before the control takes place;
- handle all access formalities and permits, accompany the Team Members, hand over to them the guidelines to be observed in the installation under inspection, including the safety rules, and make available the various safety devices or equipment specific to that installation;
- communicate to the Team Members, through a safety officer, the specific information and instructions relating to the installation under inspection and which are of a nature to ensure the safety, hygiene and health of the Team Members;
- ensure that one of the Client’s representatives is present, among other things for the possibly required operation of the devices/installations to be inspected; and
- in the case of insulation measurements and other measurements/tests on high and low voltage installations, ensure the complete shutdown of electrical installations and ancillary equipment throughout the inspection.
The inspection of an installation, material or device shall be carried out on parts that are visible and accessible at the time of inspection by ACEG. No permanent removal will be carried out by our Team Members, except for what is stipulated below regarding asbestos inventory.y
2.5. With regard to asbestos inventory, the Client gives permission to ACEG to carry out destructive research (limited to taking samples). ACEG will take samples of the materials suspected of containing asbestos and will keep the samples to a minimum. ACEG will not be responsible for the damage caused by the collection of these samples.
2.6. ACEG reserves the right to entrust certain services to third parties working under the responsibility of ACEG, taking into account the law and the rules on recognition or accreditation. The provisions applicable to the Team Members apply mutatis mutandis to the employees and appointees of these third parties.
2.7. The Team Members may be accompanied by external auditors of the competent authority (BELAC). These auditors also have the right to inspect the file.
2.8. During all inspections under accreditation, the ISO/IEC 17020 standard imposed on the inspection bodies shall be applied and respected. If applicable, EA-2/17 is also respected (final inspection lifts). Compliance with information confidentiality, independence, impartiality, and integrity of our personnel is under permanent supervision through our internal quality system according to IEC 17020.
2.9. The reports are drawn up in the name and on behalf of the Client and sent in one copy, according to the language of the site visit, in French in Wallonia, in Dutch in Flanders, in French or Dutch in the Brussels Region and its peripheral municipalities. Translation costs shall be borne by the Client. The report relates exclusively to the findings made at the time of the Assignment. When ACEG judges that the product targeted in the certification agreement meets the requirements as set out in the regulations, the certificate is issued for all inspected items. The certificate and its attachments remain the property of ACEG, regardless of the form in which it was delivered, and may only be copied or reproduced by the Client for the necessities of the activity, in unaltered form and stating “copy of the original”. The attachments of the certificate are only valid in combination with the certificate itself.
2.10. ACEG and the Client commit to treat all confidential information such as financial, operational and technical information obtained during the Assignment strictly confidentially and to not disclose it to third parties, except:
- with the express consent of the other party;
- disclosure of the report in its entirety to third parties by the Client;
- if necessary for the defence of the interests of a Party in or out of court;
- if required by law or regulatory provisions;
- at the request of any judicial authority or (supervisory) authority (BELAC, FPS, etc.).
2.11. Except with regard to consumers, the periods indicated in any price offer or specific agreement are only indicative and do not bind ACEG.
3. DETERMINATION AND REVISION OF PRICES – INVOICING AND PAYMENT
3.1. Determination of prices
3.1.1. Each Assignment will be invoiced at the prices and conditions as stated in the quotation, order form or any specific agreement or, if not specifically included or in the absence of a quotation, order form or specific agreement, according to the applicable rates. If the Assignment cannot be entirely executed for reasons that are not attributable to ACEG, ACEG will at least be entitled to charge the services provided and, if ACEG deems this reasonable in the given circumstances, also the lost income, so that the charge is equal to the normal execution price.
The prices are drawn up on the basis of a normal working day of 7.4 hours, to be performed between 7 a.m. and 6 p.m., from Monday to Friday, with the exception of public holidays, without the working day (travel time and waiting time included) being over nine hours.
3.1.2. The following surcharges shall be applied according to the situation:
- waiting time per started 30 min: 45 EUR excl. VAT
- on Saturday between 7 a.m. and 6 p.m.: 50% surcharge
- between 5 a.m. and 7 a.m. or between 6 p.m. and 9 p.m. : 50% surcharge
- between 9 p.m. and 5 a.m.: 100% surcharge
- on Sundays and public holidays between 7 a.m. and 6 p.m.: 100% surcharge
- administrative cost handling invoice: 3 EUR
3.1.3. Costs for delay or waiting times (including having to wait or reschedule if article 2.3 has not been fulfilled), additional costs and services, such as additional examinations that are necessary in addition to the agreed Assignment on the basis of the findings that were made during the execution of the Assignment, may be charged additionally by ACEG. The price of such delay, waiting times and additional services will be determined by ACEG in accordance with the principles set out in articles 3.1.1 and 3.1.2.
3.1.4. The prices are always stated excluding any taxes (including, but not limited to, VAT), except for consumers where it is specified. Unless expressly agreed otherwise, the aforementioned prices do not include the travel and accommodation costs and living expenses of the Team Members.
3.2. Price review
3.2.1. The prices in a price offer or specific agreement remain valid for the duration of the specific Assignment as stipulated in the price offer or specific agreement, but maximum until 31 December of the year in which the agreement was concluded. Notwithstanding the foregoing, ACEG expressly reserves the right with regard to non-consumers to charge the Client for any additional levies or taxes that would encumber the services to be provided, instituted or imposed between the day of the conclusion of the agreement and the day of delivery of the relevant services.
3.2.2. Unless otherwise agreed, all prices may be changed by ACEG at any time (and at least annually on 1 January) if ACEG’s costs would change as a result of new or changed circumstances such as new taxes and/or levies or changes in ACEG’s costs as a result of, among other things (without limitation) a change in legislation, a change in energy prices, a change in wage and/or fuel costs and/or a change in exchange rates, based on the indexation of the sector (Agoria Index). New prices will be notified to the Client in writing at least 7 calendar days before the entry into force. After the expiry of this period, ACEG shall be entitled to apply the new prices, on the understanding that the new prices which change as a result of the annual revision shall apply from January on.
3.3.1. A digital invoice is drawn up for each Assignment. The costs and expenses relating to the Assignment, as well as the additional services and costs (including the costs mentioned in Article 3.1.3.), will be charged separately. In the absence of a deviating arrangement in any quotation or specific agreement, the Assignment will be charged on the basis of the rates in force at the time of the execution of the Assignment.
3.3.2. For each (administrative) change (compared to the data available on the order form or agreement) of an invoice or (administrative) issue of credit note at the request of the Client, an administrative cost of at least 15 EUR will be due.
3.3.3. If the services of ACEG are carried out on a time and materials basis, a minimum amount equal to one hour will be charged at the hourly rate and this per Assignment, per Team Member and per day.
3.4. Payment terms
3.4.1. Unless otherwise agreed in any quotation, order form, order confirmation, written agreement or on the invoice, the invoices are payable in cash. The certificates or reports that are part of the Assignment will only be transferred to the Client after receipt of full payment. Any protest of an invoice, for whatever reason, must be substantiated and received in writing by ACEG within 7 days after sending the invoice. A protest that does not provide reasons for protest will be considered non-existent.
3.4.2. All payments must be made in Euro. Any exchange rate risk and (related) bank charges are at the expense of the Client.
3.4.3. Set-off by the Client is expressly excluded. Payments are first charged on the costs due, then on the interest and then on the principal amount of the oldest outstanding invoice. The Client cannot invoke any reason to refuse or postpone the payment of the invoices, such as a delay in invoicing, a revision of the price or a dispute.
3.4.4. In the event of total or partial non-payment of an invoice on the due date, the Client shall automatically and without prior notice of default (i) owe a late payment interest of 1% per month commenced calculated from the due date of the unpaid amounts, and this for each month started, and (ii) a lump-sum compensation amounting to 15% of the unpaid invoice amount with a minimum of 55 EUR, without prejudice to ACEG’s right to claim higher compensation subject to proof of higher damage actually suffered. All judicial (to the extent permitted by law) and extrajudicial collection costs are at the expense of the Client, including the costs of an external collection company, and are not covered by the lump-sum compensation. In the event of non-payment on the due date, (i) ACEG is also entitled to withdraw any reports or certificates with immediate effect and without prior written notice of default and/or to suspend the other Assignments until full payment of the invoice, and (ii) all other debt claims against the Client that have not yet expired become automatically (ipso jure) due and payable and without prior notice of default.
3.4.5. Payment for an Assignment must be made exclusively to ACEG, even if the latter has called on third parties for the execution of the Assignment.
4.1. Unless expressly agreed otherwise, all obligations of ACEG are obligations of means and services are performed in accordance with the rules of art.
4.2. Any complaint regarding services performed by ACEG must be submitted to ACEG in writing within 7 days after the damage was discovered by the Client or should reasonably have been discovered by the Client and in any case within a maximum period of 1 month after the delivery of the services, under penalty of forfeiture for the Client to be able to make any claim. If it appears that ACEG, after having been informed of this in writing, has in any way committed errors in the execution of the Assignment for which it is liable, ACEG will, as the sole remedy, within a reasonable period of time after having been informed of this in writing, perform these services again at its own expense. The document supplied must always be checked by the client, and any errors, deviations or omissions must be reported no later than 7 days after the execution of the order.
4.3. Without prejudice to deviating mandatory legal provisions, ACEG (including all its appointees or employees) is only liable for damage caused by its gross negligence. ACEG is not liable for other errors. The maximum cumulative liability of ACEG per order is limited to a maximum of twice the invoice value of the Client’s order that gave rise to the damage (and in any case to a maximum of 50,000 EUR for physical injury and 5,000 EUR for any other damage). ACEG is only liable for direct damage. ACEG is never liable for indirect damage and costs, including but not limited to consequential damage, loss of profit, missed opportunities, commercial or reputational damage, loss of production or damage to third parties.
4.4. In the event of services performed under certain applicable legislation, ACEG cannot be held liable insofar as these services have been performed in accordance with the requirements of this applicable legislation. In the context of its activities, the Client shall indemnify ACEG, at first request and without limitation, against all possible damages and claims of third parties (including any end customers) as a result of the services performed by ACEG. The Client must inform its insurers and any end customers concerned by ACEG’s services, of the content of these Terms and Conditions and ensure that they are opposable to them. In the latter case, the Client bears full responsibility and liability if these Terms and Conditions would not be opposable.
4.5. ACEG can under no circumstances be held liable for damage that would have been caused by its Team Members:
- if these were not accompanied by the Client or one of the Client’s representatives or employees;
- who are led to operate or manipulate devices that should have been operated or manipulated by the Client or one of the Client’s representatives or employees;
- if they have not been informed in writing and in due time prior to the inspection of certain special characteristics of the appliances or installations to be checked, or if they have received unclear, incorrect, incomplete or ambiguous information;
- in the event of damage caused by insulation measurements and other measurements/tests on high- and low-voltage installations when the electrical installations and ancillary appliances were not completely switched off during the inspection;
- when taking asbestos samples;
- in the event of inspections that are carried out late or not due to the fact that the Client had not contacted ACEG in time for an appointment.
The reports describe findings at a specific time and do not hold any guarantees for the future. Damage resulting from any modification or manipulation of the controlled device/installation by anything or anyone after the occurrence of a control can under no circumstances be attributed to ACEG.
4.6. Except with regard to consumers, a delay of less than 1 month in the execution of the Assignment, for whatever reason, can in no case give rise to dissolution of the Assignment or to any form of compensation. In the event of a delay of more than 1 month, the Client is entitled to a discount on the price of the Assignment equal to 1% per full month of delay following the aforementioned notice of default after prior written notice of default.
In the event of late execution of the Assignment and after a request addressed to ACEG, consumers are entitled, automatically and without prior notice of default, to a discount on the price of the Assignment equal to 1% per month of delay in the execution of the Assignment, and this for each month started. In addition, in the event of late execution of the Assignment by ACEG after a period of 10 days after being given notice of default by the Client, consumers are entitled to a lump-sum discount equal to 15% of the price of the Assignment, without prejudice to the Client’s right to claim higher compensation subject to proof of higher damage actually suffered.
4.7. In the event that ACEG should be held liable, this does not exclude the liability of others (contractor, client, architect, technical adviser, etc.). In the event of joint liability, ACEG can only be held liable for its part in the damage.
The agreement between ACEG and the Client is concluded for the duration determined in the specific agreement. In the absence of any duration, the agreement will be entered into for a duration of 5 years from the date of the order confirmation or if no order confirmation has been transferred at the latest from the first day of execution of the Assignment. The agreement is tacitly extended for the same duration, unless the agreement has been terminated by registered letter provided that a notice period of 6 months prior to the due date is respected. For consumers, the notice period is 1 month. For (one-off) specific non-periodic assignments, the agreement is entered into for the duration of the Assignment.
6. FORCE MAJEURE-HARDSHIP
6.1. The execution of the Assignment requires precision, which may result in cancellation or delay due to unfavorable weather and/or exceptional circumstances and/or force majeure. The Client is under no circumstances entitled to any recourse in this regard.
6.2. In the event of circumstances that were not reasonably foreseeable and that materially complicate the further execution of the obligations by ACEG, ACEG will be entitled to suspend its obligations for the duration of those circumstances and a reasonable period thereafter without being held liable. Such circumstances include natural disasters, armed conflicts, insurrection, social unrest, demonstrations or blockades, crimes, disease or epidemic, power and telecommunications interruptions, economic factors (such as supply delays, changes in transport tariffs, shortage of trained labour, raw materials or fuel), accidents (such as fire, explosion, machine breakdown) or government intervention (such as fiscal measures, expropriation, embargoes) as well as all other conditions similar to the previous ones or cause a similar effect. In the event that, in ACEG’s reasonable opinion, such a force majeure situation persists or appears to persist for too long, ACEG will have the right to dissolve any agreement in whole or in part, without prior judicial intervention or notice of default and without any right to compensation from ACEG, subject to the other rights that ACEG may derive from these Terms and Conditions.
6.3. In the event of circumstances that disturb the economic equilibrium of an agreement, either because the cost of services for ACEG has been increased, or because the value of the services that ACEG obtains for the services has decreased, ACEG will have the right to suspend its services and to demand that the Client enter into negotiations with a view to reaching an agreement on alternative contractual conditions that place the parties in substantially the same contractual balance as that which existed at the time of conclusion of the agreement, on the understanding that achieving a balance will at least require that ACEG be able to realize a reasonable profit margin in the execution of the agreement. If the parties cannot agree on alternative contractual conditions within a period that ACEG deems reasonable, ACEG will have the right to dissolve any agreement in whole or in part, without prior judicial intervention or notice of default and without any right to compensation from ACEG, subject to the other rights that ACEG may derive from these Terms and Conditions.
7. NON-SOLLICITATION CLAUSE
During the term of the agreement as well as 1 year after the termination thereof, the Client will not, except with the prior written consent of ACEG, employ any of the Team Members, or otherwise, directly or indirectly, have the Team Member work or perform services for the Client on Belgian territory. Any breach of this article by the Client will automatically give rise to the payment of compensation to ACEG equal to once the gross annual salary of the recruited or taken over Team Member.
8. INTELLECTUAL PROPERTY RIGHTS
Without prejudice to any special written agreement to the contrary, all logos and intellectual property rights relating to the services provided by ACEG remain the property of ACEG or the existing rights holders and will under no circumstances be transferred to the Client, nor will any reproduction right, right of use or license be granted to the Client. However, the reports drawn up by ACEG for the Client may be photocopied or scanned in their entirety with a view to storing them or transferring the report to third parties.
9. SUSPENSION – DISSOLUTION
9.1. If (i) ACEG at any time has doubts about the Client’s creditworthiness or solvency, (ii) the Client objects to invoices of ACEG, or (iii) ACEG has other reasons to suspect that the Client will not fully comply with its obligations, ACEG expressly reserves the right to request advance payment or sufficient security for services still to be performed, even if all or part of the services have already been provided. If the Client refuses to accede to ACEG’s request, ACEG reserves the right to dissolve the agreement immediately and without judicial intervention and without any right to compensation from ACEG.
9.2. ACEG has the right to dissolve the agreement with the Client at any time, with immediate effect, without prior judicial authorization, without prior notice of default and without any compensation from ACEG, in whole or in part in the following cases: (i) if the Client, despite written notice of default whereby a remedial period of at least 7 calendar days is given, fails to comply with one or more obligations arising from the agreement; (ii) in the event of a suspension of payment or (the application for) bankruptcy or any judicial reorganisation by the Client; (iii) in the event of liquidation or cessation of Client activities; (iv) if (part of) the Client’s assets are seized, or (v) any circumstance or breach of contract for which a dissolution under Belgian law is accepted. In the event of dissolution of the Client, ACEG also reserves the right to claim compensation for all costs and damage suffered and all claims of ACEG against the Client become immediately due and payable.
The terms “dissolution” or “dissolve” as used in these Terms and Conditions shall refer to the Belgian law concept known as “ontbinding”/“résolution” in Dutch and French respectively.
10. MISCELLANEOUS PROVISIONS
10.1. If a (part of a) provision of the agreement or these Terms and Conditions would be null and void or unenforceable, this will not affect the validity and enforceability of the other provisions of the agreement and these Terms and Conditions. In such a case, the parties will negotiate to replace the void or unenforceable provision with a legally valid and enforceable provision that is as close as possible to the purpose and purport of the original provision.
10.2. Any provision of these Terms and Conditions that by its nature is intended to survive the termination of the agreement will survive the termination of the agreement, including, but without limitation, the obligations included in articles 2.10, 6 and 7. Termination or dissolution of the agreement shall not affect the rights of any party acquired prior to such termination or dissolution.
10.3. If ACEG fails to exercise any right, this can in no way be interpreted as a waiver of that right, neither for that specific case, nor for future similar cases.
10.4. The provisions of these Terms and Conditions are grouped thematically to promote ease of reading. The wording of a title or the fact that a provision has been grouped with other provisions will, however, not result in this provision being interpreted to the detriment of ACEG.
11. PROTECTION OF PERSONAL DATA
ACEG processes the personal data of the Client or its appointees in accordance with Belgian and European legislation on the protection of personal data. More information about ACEG’s policy regarding the processing and protection of personal data is available on www.aceg.be under the GDPR tab.
12. APPLICABLE LAW – JURISDICTION
12.1. All agreements to which these Terms and Conditions apply, as well as all other agreements arising from them, are exclusively governed by Belgian law.
12.2. All disputes relating to the validity, interpretation, execution or termination of agreements to which these Terms and Conditions apply, as well as all other agreements arising therefrom, are subject to the exclusive jurisdiction of the Dutch-speaking courts and tribunals of the judicial district of Brussels.