Terms and conditions
General terms and conditions for the provision of services and the performance of work by
Précon Food Consultants bv (PRÉCON) based in Hasselt, as published in the Belgian Official Gazette,
company number 0678740969.
Article 1 Scope and validity of these general terms and conditions
1. These general conditions apply to all offers, confirmations, orders,
communications, orders and acceptances, deliveries and all further agreements concluded between
PRÉCON and its client.
2. These general conditions take precedence over the general conditions of the client.
3. Changes in the contract and deviations from these general conditions shall only be effective
if they have been agreed in writing between PRÉCON and the client.
4. If PRÉCON has an order granted to it carried out, in whole or in part, by one or more third parties engaged by
third parties engaged by it, the conditions of such third parties shall prevail over those of PRÉCON.
5. PRÉCON undertakes, before all or part of the order is carried out by a third party it has
PRÉCON undertakes to notify the client and shall inform the client of the terms and conditions of the third party it engages.
of the terms and conditions of the third party it engages.
Article 2 The offer
1. PRÉCON's offers are entirely without obligation and do not bind it unless a period for
acceptance is stated. If an offer includes an offer without obligation and this is accepted, PRÉCON has the right
PRÉCON has the right to withdraw the offer within two working days after receipt of acceptance.
2. The offer is based on the information provided by the client to date. The
client warrants that in so doing he has provided all information essential to the design and execution of the order.
to PRÉCON.
3. Agreements with or commitments by participants affiliated to PRÉCON and/or its subordinates or
do not bind PRÉCON unless they have been confirmed by PRÉCON in writing.
4. Orders issued to representatives or subordinates of PRÉCON are binding on the customer.
binding.
Article 3 The Agreement
1. PRÉCON will carry out its assignment from a professionally independent position. Naturally,
PRÉCON shall consult with the client regarding the manner in which the assignment is to be performed. The
client shall ensure that all documents and information required by PRÉCON for the execution of the order in accordance with the
execute the order in accordance with the agreed schedule, are in its possession in good time. PRÉCON must be able to count on
the timely availability of the employees of the client's organization involved in its work.
client. The client shall not give any third party whom it wishes to involve in the performance of the contract a
assignment except with the consent of PRÉCON.
2. Neither party may, during the performance of the contract and within one year of its termination
hire personnel of the other party, nor negotiate with such personnel about employment except in
consultation with the other party.
Article 4 Rates and costs of the assignment
Unless otherwise stated in the offer, PRÉCON's rates and prices based thereon do not include
travel and accommodation expenses. The cost of materials specifically required for the order or services purchased
PRÉCON shall charge separately. During the first three months following the formation of the
Agreement, interim changes in the level of wages and costs that would require PRÉCON to raise its rates cannot be charged.
need to increase rates cannot be passed on. Thereafter, PRÉCON is entitled to pass on increases in wages
and costs.
Article 5 Duration of the assignment
1. The duration of the contract may be affected, apart from effort on the part of PRÉCON, by a variety of factors,
such as the quality of the information obtained by PRÉCON and the cooperation provided by the client.
provided. Accordingly, PRÉCON cannot state in advance exactly how much time will be required to complete an
order will require and when it will be completed.
2. Exceeding the indicated duration of the order for whatever reason shall not entitle the
Client is not entitled to suspend any obligations under the Agreement.
Article 6 Force Majeure
In these conditions, force majeure means any circumstance independent of the will of PRÉCON
circumstance beyond the control of PRÉCON which permanently or temporarily impedes performance of the contract, including, to the extent it does not already include
includes war, threat of war, civil war, riots, terrorism, strikes,
government measures, fire, lack of raw materials, and defects in machinery and installations,
transport difficulties, late delivery by suppliers.
Article 7 Confidentiality and secrecy
1. PRÉCON and its persons involved in the assignment are obliged to maintain the confidentiality of all information and data known to it
information and data known to it.
2. If the performance of the contract requires advice or information to be obtained from third parties, such
information and data relating to the order shall not be disclosed to such third parties without the consent of the
client.
3. Similarly, the client shall not, without PRÉCON's consent, disclose to third parties any information regarding the
offer, approach, working methods of PRÉCON and the like, or make its reports available.
Article 8 Premature termination of the assignment
PRÉCON is entitled to cancel the order, without prejudice to its right to claim compensation for
damages, if any:
A. in case of non-payment by the client of any amount due;
B. in case of death of the client;
C. if he is declared bankrupt;
D. if suspension of payment is applied for;
E. if he, being a legal entity or general partnership, is dissolved;
F. if the operation of the business is discontinued. If any of the circumstances mentioned in the
preceding sentence, any claim which PRÉCON may have against the customer shall be immediately due and payable.
immediately due and payable.
Article 9 Payment
1. If the assignment is performed at a price agreed upon in advance, it shall be invoiced in proportional
monthly installments unless specifically agreed upon.
2. If the assignment is performed on a cost-plus basis, the client will receive a monthly invoice for the work performed in the previous month.
If the assignment is performed on a cost-plus basis, the client shall receive a monthly invoice for the work performed in the previous month, which invoice must be paid within thirty days.
3. The order is financially closed when the final invoice is approved by the client.
approved. The final invoice must be approved by the client within ten days of receipt.
receipt. If the principal does not respond within this period, the final invoice shall be deemed to be
approved.
4. In case of non-timely payment, interest of 1.5% per month will be due from the due date of the invoices on the outstanding amount.
1.5% per month over the outstanding amount, whereby each part of a month will be counted as a whole month and
without the summons and/or notice of default being required.
5. If payment is not made within eight weeks of the due date, PRÉCON may suspend performance of the
order. All extrajudicial costs related to the collection of any claims against
client, shall be borne by the client. The extrajudicial costs shall be deemed to be at least 15% of the
amount to be claimed with a minimum of €50.00-.
Article 10 Cancellation
For cancellations received up to five business days before the start of the assignment, no bill will be charged
charged. For cancellations, received within a period of five working days before the start of the assignment,
50% of the quoted invoice will be charged. In the event of force majeure, this
regulation does not apply.
Article 11 Liability
PRÉCON shall only be liable for damages that are the direct and immediate consequence of the application
and use of studies performed and advice provided by PRÉCON. PRÉCON limits its liability,
unless the damage is the result of intent or gross negligence on the part of PRÉCON, to the amount of the
contract price or the final invoice amount, but with a maximum of €100,000.00. PRÉCON expressly excludes
expressly excludes its liability for consequential and/or trading loss.
Article 12 Applicable law
All agreements to which these terms and conditions apply in whole or in part are subject to the
Belgian law.
Article 13 Disputes
All disputes, including those regarded as such by only one of the parties, which may arise
which may arise as a result of an agreement to which the present conditions apply in
conditions apply in full or in part or as a result of other agreements which are a consequence of such an
resulting from such an agreement, shall, subject to the authority of the parties to request an
injunctive relief shall be adjudicated by the competent court, except in the case of
disputes that are subject to the judgement of the cantonal judge, insofar his relative competence may not be deviated from.
competence may be deviated from.
General terms and conditions for services and activities performed by PRÉCON CONSULTING GROUP B.V. (PRECON), established in Bunnik, as filed at the Chamber of Commerce in Utrecht, n. 09092491.
Article 1 Scope and validity of these general terms and conditions
- These general terms and conditions apply to all offers, confirmations, notices, orders and acceptances, deliveries and all subsequent contracts between Précon and its clients.
- These general terms and conditions shall prevail over the general terms and conditions of the client.
- Changes in the contract and modifications from these general conditions will only apply if agreed in writing between Précon and the client.
- In case Précon engages any third party for the partial or integral performance of an agreement, the general terms and conditions of the third party shall prevail.
- In case of engagement of any third party, Précon shall inform and notify to the clients the general terms and conditions of the third party.
Article 2 The offer
- These general terms and conditions apply to all offers, confirmations, notices, orders and acceptances, deliveries and all subsequent contracts between Précon and its clients.
- These general terms and conditions shall prevail over the general terms and conditions of the client.
- Changes in the contract and modifications from these general conditions will only apply if agreed in writing between Précon and the client.
- In case Précon engages any third party for the partial or integral performance of an agreement, the general terms and conditions of the third party shall prevail. In case of engagement of any third party, Précon shall inform and notify to the clients the general terms and conditions of the third party.
Article 3 The Agreement
- Précon warrants that it shall perform the assignment with due professional and independent care. In providing the services, Précon may discuss with the client about the modalities of execution of the contract. The client shall ensure that all the needed documents and data are in possession of Précon in time with the agreed schedule for the execution of the contract. Précon shall be able to count on the timely availability of the staff of the organisation of the client, involved in its activities. The client shall not assign the execution of the contract to any third party without Précon's permission.
- None of the parties can offer a job or negotiate for a job hiring to third parties without consultation with the other party during the execution of the contract and within one year after termination.
Article 4 Rates and costs of the assignment
Unless agreed otherwise explicitly and in writing in the offer, Précon's tariffs and costs exclude travel and accommodation expenses. The cost of specific materials required for the contract or for the purchased services will be separately invoiced by Précon. During the first three months after the conclusion of the contract, interim changes of wages and costs whose rate Précon would necessitate to increase shall not be passed. Afterwards, Précon is entitled to increase wages and reimbursement costs.
Article 5 Duration of the assignment
- The duration of the contract can be influenced, apart from Précon's effort, by many factors, such as the quality of the information obtained and the cooperation provided by the client. Précon cannot therefore yet precisely predict exactly the duration and completion of a task performance.
- Exceeding the stated duration of the contract for any reason whatsoever, does give no right to the client to suspend any obligation of the contract.
Article 6 Force Majeure
According to these general terms and conditions, force majeure shall mean any circumstance independent from the will of Précon that affects the fulfilment of the agreement permanently or temporarily, including war, threat of war, civil war, insurrection, terrorism, strike, government action, fire, lack of raw materials, and defective machinery and equipment, transport problems, late delivery by suppliers.
Article 7 Confidentiality and secrecy
- Précon and the parties involved in the contract are bound to secrecy of all known relevant information and data.
- In case the completion of the contract requires information or advice from third parties, information and data concerning the assignment shall not be provided to these third parties without the permission of the client.
- Likewise, the client shall neither provide information nor make reports available to third parties about the offer, approach and methods used by Précon, without Précon's permission.
Article 8 Premature termination of the assignment
Precon is entitled to cancel the assignment, notwithstanding its right to demand compensation for any damage:
- in case of non-payment by the client of an amount due;
- in case of death of the principal;
- in case of bankruptcy;
- in case of suspension of payments;
- in case a legal entity or a partnership is dissolved;
- in case the operation of the business is discontinued. In case of any of the conditions encountered in the previous sentence, any claim against the client becomes immediately due.
Article 9 Payment
- In case the contract is executed at a predetermined price, the payment is due in proportional monthly instalments unless specifically agreed.
- In case of a cost-plus contract, the client receives a monthly invoice for the work performed the previous month. The client has a maximum amount of thirty days to meet the invoice.
- The contract is financially completed when the final invoice is met by the client. The final invoice must be approved by the client within ten days of its receipt. If the client does not respond within this period, the final invoice shall be considered to be approved.
- In case of overdue payment from the due date of the invoice, an interest of 1.5% per month on the unpaid amount shall be paid, whereby a part of one month shall be counted for an entire month and neither summons nor notice will be required.
- In case of a payment not made within eight weeks after the due date, Précon may suspend the execution of the contract. All extraordinary legal expenses, related to the collection of any claims against the client, shall be borne by the holder. The extrajudicial costs shall be deemed to be at least 15% of the amount due, for a minimum amount of € 50,00.
Article 10 Cancellation
Cancellations being received five workdays before the start of an assignment will be taken without any fee charges incurred. Cancellations received within five workdays notice period will lead to a lost fee charge of 50% of the committed assignment. In cases of acts of God, this rule shall not apply.
Article 11 Liability
- If Précon should be liable because of an attributable shortcoming in the execution of the agreement, then Précon’s liability is always limited to direct damage done, to the maximum amount the client is due according to the agreement with a maximum of EUR 100.000,00 (one hundred thousand euros).
- Précon’s liability for indirect damage, including consequential damage, lost profit, lost savings, reputation loss and damage due to business stagnation, is explicitly excluded.
- Précon cannot be held liable for damages if the client falls short in its responsibilities or provides incorrect, defective or incomplete information or materials.
- The client safeguards Précon from third party liabilities connected to the execution of the contract.
- The limitations of liability as stated in this article do not apply if damage is the result of intent or gross negligence on Précon’s part.
Article 12 Applicable law
All agreements to which these conditions apply in whole or in part, are governed by the Dutch law.
Article 13 Disputes
All disputes, including those disputes considered as such by only one party, which may arise from a contract to which these conditions in whole or in part or as a result applicable to other agreements, which are a consequence of a such agreement, will be subject to the right of parties to an appeal in summary proceedings, being tried by the competent court in Utrecht, except in case of disputes subject to the discretion of the district court, otherwise its relative power may be deviated.