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1.1. Each agreement for the delivery of goods, materials or services by ATS NV is subject to the following contractual terms and conditions, which exclude the application of any general contractual terms and conditions of the client, and from which deviation is only possible if expressly accepted in writing by ATS NV.
1.2. These contractual terms and conditions take precedence over all other notified general contractual terms and conditions. They also take precedence over any general terms and conditions of contract which may still be communicated to the customer, unless expressly agreed otherwise at the time of communication.
2.1. Our catalogues, brochures, price lists, proposals, offers and any other information are for information purposes only.
ATS NV is only bound by its own written order confirmation, without which no contract can be concluded.
2.2. Each contract includes only those goods, materials and/or services expressly mentioned in the order confirmation given by ATS NV.
2.3. The client will provide ATS NV, on its own initiative, with the necessary information concerning the technical context and the precise needs of the company that are required for the proper execution of the contract, both during the preliminary discussions and during the execution of the contract.
Unless expressly agreed otherwise, ATS NV does not guarantee in any way that the goods, materials and/or services mentioned in its offer and/or in the order confirmation will in all cases be sufficient for the result intended by the client.
If, during the execution of the contract, it is established that additional goods, materials and/or services are necessary for the proper execution of the contract in accordance with the rules of the art, these shall give rise to an additional price, calculated at the unit prices applied by ATS NV at that time.
2.4. The documents, which are the subject of the offer, are of a strictly confidential nature and may not be reproduced, communicated or used without the express written permission of ATS NV. The calculations, designs, samples, models and drawings remain the exclusive property of ATS NV.
3.1. Unless expressly agreed otherwise in writing, all prices stated are exclusive of VAT, which is always borne by the customer.
3.2. The prices mentioned in the offer and/or the order confirmation only include the goods, materials and/or services explicitly mentioned therein.
All other goods, materials and/or services provided shall give rise to an additional price, calculated at the unit prices applied by ATS NV at that time, irrespective of whether they were ordered by the client before or after commencement of the performance of the contract, or, after commencement of the work, proved to be necessary for its proper performance in accordance with the rules of the art.
3.3. If the client wishes to amend the agreement, ATS NV shall be entitled to revise the agreed price or to regard the agreement as dissolved, without judicial intervention, without notice of default and with immediate effect, without prejudice to its right to compensation.
The same applies if the customer has placed an order but fails to pay the advance within the prescribed period.
In such cases, ATS NV shall notify the customer of the revised price and, where applicable, the amount of the additional advance to be paid as soon as possible. The customer shall notify ATS NV in writing of his acceptance of the revised price and, where applicable, of the additional advance payment within the stipulated period or, in the absence thereof, within a period of eight days.
If the customer does not accept the revised price and/or the additional advance payment in writing within the stipulated period, the contract shall be regarded as dissolved without judicial intervention, without notice of default and with immediate effect, without prejudice to ATS NV's right to compensation.
4.1. Unless expressly agreed otherwise, performance of the contract shall only commence after ATS NV has received the agreed advance payment.
Insofar as ATS NV has received the advance payment, performance of the contract shall commence on the date specified in the order confirmation. However, ATS NV may at any time, unless expressly agreed otherwise, start the work no later than five working days earlier or later.
Unless explicitly agreed otherwise, the works are carried out from Monday to Friday between 07:00 and 17:00.
4.2. The customer will carry out the construction of the access roads and the premises at his own expense and under his full liability. He is obliged to notify ATS NV as soon as these works are completed so that ATS NV can send out its personnel at the appropriate time and start the works in good time.
4.3. If the work is carried out with the help of our employees, this is done in complete independence. The client undertakes not to give guidance to or to supervise the employees of ATS NV.
5.1. The delivery or execution periods begin with the start of the works.
Unless expressly agreed otherwise, the proposed delivery or execution deadlines are not binding and are only approximate.
Even if expressly agreed, the proposed delivery or execution deadlines may be extended if ATS NV is unable to commence or continue the work or if the execution is delayed for reasons beyond its control.
If the payment of an advance has been agreed and this is not paid within the agreed period, ATS NV shall in any case no longer be bound by the predetermined delivery or execution deadlines.
5.2. ATS NV shall only be obliged to pay compensation for the delay in delivery and/or performance of the contract insofar as this has been expressly agreed in writing.
Where applicable, the delay penalty due shall in no case exceed 2% of the agreed value of the works the execution of which has been delayed.
5.3. If no delivery or performance terms have been agreed, ATS NV shall only be obliged to perform the contract within a reasonable period.
6.1. The client is obliged to examine all materials, goods and/or services delivered for visible defects immediately after the (provisional) delivery and to report these to ATS NV in writing without delay, but in any case within eight days.
The customer is also obliged to report any complaint regarding hidden defects to ATS NV in writing without delay, and in any case within eight days of their discovery.
Finally, the customer is obliged to report any complaint in connection with an invoice to ATS NV in writing within eight days of the invoice date.
On expiry of these periods, any defects or the invoice sent shall be deemed to have been accepted by the customer and ATS NV shall no longer be obliged to take into consideration any complaint or protest of whatever nature. The checking and/or answering of complaints or protests formulated outside the aforementioned periods is always done with reservation of all rights and can therefore in no way imply acceptance by ATS NV.
6.2. Delivery shall take place at the risk of the customer, who undertakes to insure himself against any damage.
6.3. Unless expressly agreed otherwise, any costs associated with technical inspections by external services that are required by law or requested by the customer shall be borne by the customer.
7.1. Unless expressly agreed otherwise, all invoices are payable at the registered office of ATS NV.
Payment shall be made exclusively by transfer to the specified financial account of ATS NV and shall be deemed to have been made from the moment the funds are credited to the aforementioned financial account.
7.2. Unless expressly stipulated otherwise in writing, the agreed price shall be paid as follows:
If the delivery or execution of the works is postponed at the request of the client with the explicit agreement of ATS NV, the client shall remain obliged to pay the agreed advance on the agreed date.
7.3. All invoices are payable within thirty days from the invoice date, unless explicitly agreed otherwise in writing.
7.4. In the event of a delay in payment, the party in default shall be liable to the other party by operation of law and without notice of default:
7.5. As long as all amounts owed to ATS NV, for whatever reason and on account of whatever cause, have not been paid on time and in full (principal sum, any interest, compensation clause and any legal costs) by the client, ATS NV shall be entitled, even after concurrence, to invoke set-off between amounts that the parties, for whatever reason and on account of whatever cause, owe to each other, to the extent of the lesser amount.
8.1. The delivered goods and materials remain the property of ATS NV until the price of the contract of which they are the subject has been paid in full and the client has discharged all his obligations. This does not detract from the fact that the risk of damage or destruction of the goods or materials is transferred to the client from the time of delivery or arrival at the site.
8.2. If ATS NV's confidence in the customer's creditworthiness is shaken by judicial decisions or any other demonstrable event, which puts in question or makes impossible the faithful fulfilment of the customer's obligations, ATS NV may demand suitable (if necessary, additional) bank guarantees from the customer, pending which ATS NV may suspend the fulfilment of its obligations.
If the customer fails to provide guarantees within a reasonable period, which shall not exceed eight days, ATS NV may declare the contract terminated by operation of law, without notice of default and with immediate effect, without prejudice to its right to compensation.
8.3. The same applies if the customer fails to pay any invoice, for this or any other agreement, on the agreed date until all outstanding invoices and/or balances are settled.
8.4. The drawing and/or acceptance of bills of exchange or other negotiable documents shall not entail novation and shall not affect the applicability of these terms and conditions.
9.1. Unless expressly agreed otherwise, the materials and services supplied shall be guaranteed for a period of one year from the date of provisional delivery. The guarantee shall be limited to a period of six months as from provisional delivery if the delivered materials and/or installations are in operation day and night.
9.2. If the client stipulates the use of materials of a certain quality, origin or type or of a certain execution process, ATS NV does not provide any guarantee on those materials and/or works and is released from any liability with regard to the damage that (partly) originates from the choice of that material or process.
9.3. ATS NV's liability only covers the object of the contract and is therefore limited to repairing the damage that would ensue directly from the defective performance of the contract by, at ATS NV's option, replacing, repairing or reimbursing the defective part.
Thus the client undertakes, in the event of any shortcoming on the part of ATS NV, to allow it to remedy this shortcoming itself within a reasonable period, which shall not be less than fifteen days, before asserting any other claim.
In the event of reimbursement by ATS NV of one or more parts found to be defective, the reimbursement shall not exceed the price paid by the customer for the part or parts in question.
Unless expressly agreed otherwise, working hours and travel costs are not covered by the guarantee.
Indirect damage, such as, among others, commercial or financial losses, the increase of general costs, the loss of hoped-for profits, clients or savings or the costs caused by disputes emanating from a third party, can under no circumstances give rise to compensation, even if ATS NV was informed in advance of the possibility of such damage.
9.4. The total compensation that ATS NV may be obliged to pay shall not exceed the sums paid by the client in execution of the agreement, without prejudice to the sums that may be paid out under an insurance policy taken out by ATS NV.
9.5. In no case shall ATS be liable for an amount exceeding that covered by its insurance policies, including any exemption(s).
9.6. ATS NV shall not be liable for any delay or failure to perform the obligations of the contract if such delay or failure is caused by force majeure. Force majeure refers to all events that are independent of the will of the parties, such as war, riots, fire, epidemics, government measures, late delivery by the supplier, strikes at the suppliers or subcontractors, bankruptcy of the suppliers or subcontractors, shortage of labour, shortage of fuel, destruction of machines or goods, etc.
10.1. The agreement may only be amended on the basis of an explicit and written proposal, which must also be explicitly accepted in writing.
Each party has the right to terminate the agreement, if necessary with immediate effect.
Each party shall be entitled to declare the agreement dissolved ipso jure, without notice of default and with immediate effect, if the other party is in serious breach of its obligations and fails to remedy or terminate this breach within a period of 15 days after receipt of a written warning, except in the case of force majeure.
10.2. If an amendment to the contract expressly accepted by ATS NV results in a reduction in price, the customer shall owe a fixed and non-reducible fee in the amount of 10% of the price reduction.
If the customer cancels the agreement or if the agreement is dissolved as a result of his shortcoming(s) before the start of the execution of the works, a fixed and irreducible compensation shall be due equal to 30% of the agreed price.
If the client cancels the contract or if the contract is dissolved as a result of his shortcoming(s) after ATS NV has commenced with the execution of the contract, a fixed and irreducible compensation shall be due equal to the amount of the advance payments invoiced at the time of the cancellation or dissolution, with a minimum of 30% of the total price.
If the contract is terminated by ATS NV or dissolved as a result of its failure to perform, the client shall owe compensation equal to the amount of the damage actually suffered, without prejudice to the application of the provisions of Article 9 of these General Terms and Conditions. 10.3. The compensation(s) that have not been paid within a period of 15 days from the first written request to do so, fall under the application of article 7.4. of these general terms and conditions.
All contracts concluded with ATS NV are exclusively subject to Belgian substantive law, even if the customer is of a different nationality and/or the contract is to be performed outside Belgium.
If a clause of the contract should be invalid or impossible to perform, this clause shall be read in such a way that it is given the meaning that is closest to the existing wording, as a result of which it is legally valid and/or can be performed.
In the event of a dispute, only the courts and, if appropriate, the justice of the peace of the place where the registered office of ATS NV is situated shall be competent.
