By 'client' is meant the person who turns to the B.V.B.A. ANIMA, established at 2060 Antwerp, Franklin Rooseveltplaats 12, bus 13, with K.B.O. no. 0696.648.852, hereinafter referred to as 'the contractor', on the basis of an order.

Art. 1 : Applicability :

1.1. The client is deemed to know and accept the general terms and conditions as stipulated below by the mere fact of placing an order or assignment and/or receipt of the invoice, irrespective of the terms and conditions stated by the client on his own document. Unless expressly agreed otherwise in writing, only these terms and conditions shall apply to the contractual relations between the client and the contractor.

1.2. If the parties deviate expressly and in writing from these terms and conditions or any part thereof for one or more of the orders, the present terms and conditions shall remain in force between the parties with regard to the remaining offers, orders and agreements. 

1.3. The client with whom a contract has once been concluded under these general terms and conditions, agrees to the application of these general terms and conditions to all subsequent contracts. Neither the principal nor his possible legal successor may therefore in any way invoke the non-objectionability of these terms and conditions.

Art. 2 : Formation of the agreement - offer :

2.1. The contractor's offer is valid for the period specified in the offer. The offer shall be valid for 10 days if no period is specified.

2.2. The contractor's quotations are based on the accuracy of the information provided by the client when making applications. The client shall provide the contractor with all information necessary to perform the assignment effectively. The responsibility for the accuracy of the information rests solely with the client. The contractor is not obliged to check the accuracy of the information provided by the client.

2.3. The agreement shall only come into effect after the parties have signed a separate agreement or after the client has signed the offer, or after written confirmation of the order by the contractor or following (commencement of) performance of the agreement by the contractor and after receipt of payment of any agreed advance payment. 

2.4. The prices stated in the offer, agreement and other documents are exclusive of VAT, unless otherwise stipulated.

2.5. The person who, in his own name or in the capacity of agent of the principal, places an order, or the person who pays for the order, in full or in part, even for the account of third parties, makes a commitment on behalf of these third parties and undertakes solidarity and indivisibility with them, and this in accordance with Articles 1120 et seq. of the Belgian Civil Code. In any case, the invoicing details of a third party subsequently communicated by the purchaser shall not affect the original purchaser's obligation to pay.

Art. 3 : Delivery and execution time :

3.1. The agreement is entered into for a well-defined assignment, unless the parties expressly agree otherwise in writing. Agreements that would be concluded with successive performances are always concluded for an indefinite duration.

3.2. The execution periods communicated by the contractor are purely indicative. Unless otherwise agreed in writing, the indicative execution period will be determined in working days. It does not include (Saturday, Sunday, legal holidays, annual holidays and compensatory rest days, as well as days on which the consequences thereof make or would make the work impossible for at least 4 hours). If no delivery period has been agreed, it shall be determined by the contractor in all reasonableness.

3.3. In the event of abnormal delay, the Client shall have the right to terminate the order by registered letter and without judicial intervention, provided that the Contractor has still not performed within a period of 15 days after the Contractor has been notified of this by the Client by registered letter. The client expressly and irrevocably waives any other possible remedy, in particular the award of any form of compensation. Nor may the client turn to a third party at the contractor's expense, where appropriate. Articles 1143 and 1144 of the Civil Code do not apply to the agreement between the contractor and the client. 

3.4. If during the execution of the order the client owes the contractor any payment, the contractor shall be entitled to suspend its obligations under the agreement and this without any compensation being paid by the contractor to the client and/or third parties until the day on which the contractor has received payment.

3.5. The execution period is automatically extended in case of :

-In the event of hindrance/absence as a result of information that is not transferred to the contractor in time by the client;

-In case of changes accepted by the contractor at the instigation of the client to the agreed order;

Art. 4 : Price, invoicing and payment :

4.1. Unless otherwise agreed in writing between the parties, services shall be invoiced on a cost-plus basis, i.e. at EUR 190/hour. If fixed prices are given, these are in a relative lump sum. In the event that the agreement is entered into at a fixed price, this does not cover any "additional work" (additional assignments) that the contractor and customer may subsequently agree on. Such additional work will be invoiced on a time-and-expense basis (EUR 190/hour), unless the parties expressly agree otherwise. 

4.2 No rights may be derived from obvious misprints or typographical errors in offers or on price lists or any other communication issued by the contractor.

4.3. The contractor reserves the right to request an advance payment and to invoice in the interim. In the absence of timely payment of the advance payment or interim invoice, ongoing assignments may be suspended by the contractor, without prior notice of default and without compensation to the client.

4.4. The contractor's invoices are payable in cash and without discount, within 30 days from the invoice date.

4.5. In the event of non-acceptance of invoices, the client must notify the contractor of its objections in writing by registered letter within 8 days of the invoice date.

4.6. In the event of non-payment on the due date, interest on arrears of 10% per annum shall be payable ipso jure and without notice of default. Furthermore, in the event of non-payment on the due date, a lump-sum indemnity of 10% on the invoice amount with a minimum of EUR 150.00 shall be due ipso jure and without notice of default. 

4.7. Failure to comply with the terms of payment, for whatever reason, shall entitle the contractor to suspend all deliveries and performances at the client's risk. After suspension, the contractor himself shall determine when he can resume performance of the contract according to his schedule and agenda, without any compensation for delay. Should the contractor suffer damage (both direct and indirect) as a result of this suspension, the employer shall be required to compensate him. If necessary, the contractor may cancel the work still to be performed. A compensation shall then be payable to the contractor equal to the performance already carried out increased by a compensation of 25% of the compensation that would have been due had the order been carried out in full. The contractor shall also be entitled to claim the actual damages incurred by him if these are higher.

4.8. Failure to pay on the due date shall also be regarded as a serious breach of contract, entitling the contractor to demand the dissolution of the contract.

4.9. Failing payment on the due date of a single invoice, all invoices shall become immediately due and payable by operation of law and without any prior notice of default.

4.10. The client is obliged to pay the invoices on time and in full even if the invoices are disputed and therefore the client cannot suspend its payment obligations 

Art. 5 : Additional works:

5.1. Additional works/additional works/modifying works always give rise to additional invoicing on a cost-plus basis, without any written agreement of the client being required, unless explicitly agreed otherwise between the parties. Execution of these works proves the order as well as the agreement with it. The client therefore waives article 1793 of the Civil Code.

5.2. Additional works/additional works/changing works will also give rise to an extension of the execution period in proportion to their size and nature and taking into account the contractor's schedule 

5.3. The contractor shall not act on orally ordered additional works/additional works/modifying works until he has received an explicit written order (confirmation) for the same.

Art. 6 : Implementation modalities :

6.1. The contractor shall perform the agreement to the best of his knowledge and ability, in accordance with the rules of art and the requirements of good craftsmanship. This obligation is in the nature of a 'best efforts obligation'.

6.2. If and to the extent required for the proper performance of the agreement, the contractor shall be entitled to have certain work performed by third parties.

6.3. Information and/or advice provided by the Contractor to the Client are without obligation. No rights may be derived from the information and/or advice.

6.4. If it has been agreed that the agreement will be performed in phases, the contractor may suspend the performance of those parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing, as well as and, where applicable, past due and payable interim (advance) invoices have been paid by the client.

Art. 7 : Defects - liability :

7.1. Any visible defects concerning the delivered services must be reported to the contractor in writing and in detail without delay and at the latest within 8 days of delivery. The contractor shall not accept complaints for visible defects submitted after the expiry of this period. 

Any hidden defects concerning the delivered services must be reported to the contractor in writing and in detail immediately and within 8 days of their discovery. The contractor's liability for any hidden defects in the delivered services is anyway limited to the hidden defects manifested within the 6 months after the delivery of the services. Complaints for hidden defects submitted in disregard of the double deadline requirement shall not be accepted by the contractor. 

7.2. The contractor shall not be liable for damage of any kind arising because the contractor has relied on incorrect and/or incomplete data provided by the client.

7.3. In the event that the complaint is well-founded on account of visible or hidden defects, the customer can only claim reparation in kind, to the exclusion of any other remedy, such as, for example, return, (partial) refund, compensation, etc.

7.4. Should the contractor be liable for any damage, the contractor shall only be liable for the direct damage suffered by the client and the liability shall in any event be limited to the amount the contractor invoiced or has invoiced for the performance of the non-conforming part. In any event, the contractor's liability shall be limited to the amount for which he is insured. These amounts can always be requested from the insurance company.

7.5. The contractor shall in any event not be liable for indirect damage (e.g. but not limited to: indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, ....)

Art. 8 pledge on claims as security for payment :

8.1. The client grants the contractor a pledge on all his/her movable (future) tangible and intangible property. The pledge gives the contractor the right to be paid in preference to the other creditors of the principal from the proceeds of the monetisation of those movable assets of the principal. The pledge also extends to all claims that take the place of the encumbered goods and to the fruits generated by the encumbered goods. The pledge guarantees all (existing and/or future) claims of the assignee arising from this agreement to the maximum amount of the principal and incidentals such as interest, damages and costs of execution / all legal costs thereof. By signing this agreement, the principal authorises the contractor to registeregister its pledge in the National Pledge Register.

Art. 9. Duration and termination of the agreement :

9.1. An agreement is entered into for a period of 3 months unless a different duration has been agreed in writing. The agreement is automatically and tacitly renewed by the same period, unless the agreement was cancelled by one of the parties in writing at least 1 month before the expiry of the duration of the agreement. 

If the agreement is concluded for an indefinite period, the parties have the right to terminate it at any time by letter subject to 3 months' notice.

9.2. The agreement shall terminate by operation of law without prior notice of default or judicial authorisation if the principal is in a state of bankruptcy, its credit has been shaken, in the event of liquidation or dissolution of the principal.

If the credit, financial position or payment behaviour of the principal, in the opinion of the contractor, gives cause to do so, the contractor shall be entitled, even after partial performance of works, to demand suitable guarantees for the proper performance of the commitments entered into.  If the client fails to comply with this within 15 days of the contractor's request to that effect, the latter shall be entitled to dissolve the agreement ipso jure, without prior notice of default or judicial authorisation, at the client's expense.

9.3. In the event of serious contractual default, the party, having given notice by registered letter to the other party to comply with its obligations within 15 days, shall have the right to terminate the contract ipso jure and without prior judicial authorisation at the expense of the other party, without prejudice to the right of the parties to claim damages.

Art. 10 Force majeure :

10.1. The contractor shall be released by operation of law and shall not be obliged to fulfil any obligation / indemnity towards the client in case of force majeure.  "Force majeure" means the situation in which the performance of the agreement by the contractor is prevented in whole or in part, temporarily or otherwise, by circumstances beyond the contractor's control, even if this circumstance could already have been foreseen at the time the agreement was concluded (e.g. fire, strike, lock-out, war, natural disasters, etc.).

10.2. The contractor is not obliged to prove the unaccountable and unforeseeable nature of the circumstance constituting force majeure. 

10.3. The contractor undertakes in such case to make all reasonable efforts to limit the consequences for the client of the force majeure situation. If the contractor has already partially fulfilled its obligations when the force majeure occurs or can only partially fulfil its obligations, the contractor may separately invoice the part already delivered.

Art. 11 Allowances and waivers :

Under no circumstances shall any concession by the contractor, regardless of its frequency and duration, be considered as a novation of the provisions of this agreement or, in a more general sense, as a source of rights. Deviation from one of these provisions, does not imply a waiver of the other provisions.

Art. 12 Divisibility and nullity :

The nullity of one of the provisions of the present agreement shall in no way entail the nullity of the other terms.  Where appropriate, the parties undertake to replace the void provisions with one that most closely matches the intention of the parties.

Art. 13 Applicable law - jurisdiction clause :

13.1. This agreement, as well as all other agreements between the parties, shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.

13.2. All disputes between the parties concerning the present agreement, as well as all other agreements arising from it, shall fall within the exclusive jurisdiction of the Belgian courts and, more specifically, of the courts of the judicial district of Antwerp, Antwerp division.