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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 policy

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

  1. These general terms and conditions apply to all offers, confirmations, notices, orders and acceptances, deliveries and all subsequent contracts between Précon and its clients.
  2. These general terms and conditions shall prevail over the general terms and conditions of the client.
  3. Changes in the contract and modifications from these general conditions will only apply if agreed in writing between Précon and the client.
  4. 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.
  5. 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

  1. These general terms and conditions apply to all offers, confirmations, notices, orders and acceptances, deliveries and all subsequent contracts between Précon and its clients.
  2. These general terms and conditions shall prevail over the general terms and conditions of the client.
  3. Agreements with or commitments by Participants affiliated with PRÉCON and/or its subordinates or representatives do not bind PRÉCON unless confirmed in writing by PRÉCON.
  4. Orders issued to representatives or subordinates of PRÉCON are binding on the client.

Article 3 The Agreement

  1. PRÉCON will carry out its assignment from a position of professional independence. Naturally, PRÉCON will consult with the Client regarding the manner in which the assignment will be carried out. The Client shall ensure that all documents and information required by PRÉCON for the performance of the assignment in accordance with the agreed schedule are in its possession in a timely manner. PRÉCON must be able to count on the timely availability of the employees of the Client's organization involved in its work. The Client shall not commission third parties whom it wishes to involve in the performance of the contract except with PRÉCON's consent.
  2. Neither of the parties may employ personnel of the other party during the execution of the assignment and within one year after its termination, nor deal with such personnel about employment under 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 exclude travel and accommodation expenses. The cost of materials or purchased services specifically required for the order shall be charged separately by PRÉCON. During the first three months after the contract is concluded, interim changes in the level of wages and costs that would require PRÉCON 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. In addition to PRÉCON's efforts, the duration of the assignment may be affected by a variety of factors, such as the quality of information obtained by PRÉCON and the cooperation provided by the Client. Accordingly, PRÉCON cannot state in advance exactly how much time will be required to complete an assignment and when it will be completed.
  2. Exceeding the indicated duration of the assignment for any reason whatsoever does not entitle the client to suspend any obligations arising from the agreement.

Article 6 Force Majeure

In these conditions, force majeure means any circumstance independent of PRÉCON's will that permanently or temporarily prevents performance of the contract, as well as to the extent that it does not already (also) include war, danger of war, civil war, riots, terrorism, strikes, government measures, fire, lack of raw materials, and defects in machinery and facilities, transportation 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.
  2. If the fulfillment of the assignment requires obtaining advice or information from third parties, information and data about the assignment will not be provided to these third parties except with the consent of the client.
  3. Similarly, the client shall not, without PRÉCON's consent, disclose to third parties the offer, approach, method of working of PRÉCON and the like, or make its report available.

Article 8 Premature termination of the assignment

PRÉCON is entitled to cancel the order, without prejudice to its right to claim compensation for any damages,

  1. in case of non-payment by the client of an amount due;
  2. in case of death of the principal;
  3. If he is declared bankrupt;
  4. If suspension of payments is filed;
  5. If he, being a corporation or partnership, is dissolved;
  6. if the operation of the business ceases. If any of the circumstances mentioned in the preceding sentence occur, any claim PRÉCON may have against the Client shall become due and payable at once.

Article 9 Payment

  1. If the assignment is performed at a pre-agreed price, it will be billed 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, which invoice must be paid within thirty days.
  3. The assignment is financially closed when the final invoice is approved by the client. The final invoice must be approved by the client within ten days of receipt. If the client does not respond within this period, the final invoice shall be deemed approved.
  4. In case of non-timely payment, from the due date of the invoices, interest of 1.5% per month shall be payable on the outstanding amount, whereby each part of a month shall 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 contract. All extrajudicial costs related to the collection of any claims against the 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 policy

For cancellations, received up to five working days before the start of the assignment, no fee will be charged. For cancellations, received within five working days before the start of the assignment, 50% of the quoted bill will be charged. If there is force majeure, this rule does not apply.

Article 11 Liability

  1. If Précon should be liable on account of an attributable failure to comply with the agreement, Précon's liability shall always be limited to direct loss up to a maximum of the order sum paid by the Client, subject to a maximum of EUR 100,000.
  2. Liability of Précon for indirect damages, including consequential damages, lost profits, missed savings, loss of reputation and damages due to business interruption is expressly excluded.
  3. Précon shall not be liable for damages if the client fails in its responsibilities or if the client has provided inaccurate, defective or incomplete information or materials.
  4. The Client shall indemnify Précon against claims of third parties in connection with the performance of the agreement.
  5. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Précon.

Article 12 Applicable law

All agreements to which these conditions apply in whole or in part shall be governed by Dutch law.

Article 13 Disputes

All disputes, including disputes which are only considered as such by one of the parties, which may arise as a result of an agreement to which the present terms and conditions apply in whole or in part, or as a result of other agreements, which are a consequence of such an agreement, will, subject to the authority of the parties to request a provision for summary proceedings, be adjudicated by a Dutch court, except in the case of disputes which are subject to the judgment of the cantonal judge, insofar as it is not possible to deviate from his relative authority.