GENERAL TERMS AND CONDITIONS FOR ENGINEERING OFFICES

(Version 11.2025)

A) GENERAL SECTION

Article 1. General

1.1

These General Terms and Conditions apply to all requests and agreements of “the Client” relating to all work carried out for and all supplies or services provided to the Client by its counterparty, hereinafter referred to as “the Contractor”, and form an integral part thereof.

1.2

Any General Terms and Conditions of the Contractor do not apply unless expressly accepted by the Client in writing.

1.3

Any rejection of and/or deviation from these Terms and Conditions shall be agreed in writing and applies only to the assignment concerned.

1.4

“The Agreement” means the agreement between the Client and the Contractor as recorded in the Client’s written instruction (e.g. contract, purchase order, etc.) describing the work to be carried out, supplies to be provided or services to be performed.

1.5

These General Terms and Conditions are subdivided into A. General Section and B. Special Section – Terms and Conditions of Contracting.

1.6

If there is any conflict between the provisions of the Agreement and these General Terms and Conditions, the provisions of the Agreement will prevail.

Article 2. Formation and content of the Agreement

2.1

An Agreement only enters into force after written confirmation (contract, purchase order, etc.) by the Client.

2.2

Additional work and any addition or amendment to the Agreement shall be agreed in writing in advance.

2.3

If the Contractor has not returned one full copy of the Agreement to the Client, signed to indicate acceptance or refusal, within 8 calendar days of receipt, the Client may regard the Agreement as not accepted. Any commencement of performance of the Agreement expressly confirms the Contractor’s knowledge and full acceptance of the Agreement and these General Terms and Conditions.

Any challenge to these Terms and Conditions shall be made by registered letter upon receipt of the Agreement and prior to commencement of the work, failing which the assignment will be deemed not to have been confirmed or issued and no consensus will be deemed to exist regarding the Agreement.

2.4

Statements in the Agreement or confirmation that clearly result from a mistake or are clerical or calculation errors do not bind the Client.

2.5

These General Terms and Conditions, the technical and administrative provisions of the specifications, the report of findings, schedule of instructions or similar specification addenda form part of the Agreement.

2.6

The Contractor is liable for all consequences of inaccuracies and/or ambiguities and/or omissions in the data supplied to it which the Contractor should have discovered through proper interpretation and about which it failed to inform the Client in writing in advance. The Contractor is deemed to have received all data it considers necessary and to have thoroughly verified such data for correctness and completeness.

Article 3. General obligations of the contractor

3.1

The Contractor undertakes to the Client to strictly comply with all applicable laws and regulations and, if the Contractor is unable to do so itself due to the nature of the provisions concerned, to notify the Client thereof in writing.

3.2

The Contractor is obliged to follow the Client’s orders and instructions. This nevertheless does not affect the Contractor’s responsibility and/or liability for the proper performance of the Agreement.

3.3

The Contractor is obliged to maintain confidentiality towards third parties in respect of all drawings, models, constructions, documents, business information and know-how originating from the Client which were disclosed to the Contractor or which it obtained in the context of the performance of the Agreement.
This obligation also continues after termination of the Agreement until the moment the information has been made publicly available in a lawful manner.

3.4

Before accepting the work, the Contractor is obliged to verify the conformity of the dimensions, quantities and local conditions provided and is therefore deemed to be fully informed, without entitlement to a remuneration for any additional work. It is up to the Contractor, insofar as necessary, to request additional information from the Client.

3.5

The Client is entitled at any time to inspect the work and to request information such as samples and certificates relating thereto, which will never affect the Contractor’s liability or the Client’s rights in connection therewith.

Article 4. Ownership, intellectual property and indemnity

4.1

The documents referred to in Article 2.5 and all other documents relating to the Agreement supplied by the Client to the Contractor, or made by or for the Client, will remain or become the property of the Client.

4.2

The Contractor shall fully indemnify the Client against claims based on infringement of third-party copyright and/or patent rights relating to goods supplied or work carried out by the Contractor, and shall compensate the Client for all damage it may suffer as a result of actions by holders of copyright and/or patent rights or any other industrial or intellectual property rights.

Article 5. Transfer, subcontracting and assignment

5.1

Without the Client’s written consent, the Contractor is not permitted to transfer the Agreement, in whole or in part, or its performance, to a third party, or to subcontract it. The Contractor shall perform the Agreement using its own adequately qualified personnel.

5.2

If the Client permits transfer or subcontracting, the Contractor will immediately draw up a written agreement to that effect, of which the Agreement and these General Terms and Conditions form part, and both parties will be jointly and severally liable to the Client.

5.3

The Contractor is prohibited from assigning, pledging or otherwise transferring any claims against the Client arising from the Agreement to third parties without the Client’s written consent.

Article 6. Insurance

6.1

The Contractor is obliged to insure the financial consequences of its possible liability and those relating to the risks connected with the performance of the assignment, as well as its liability under Articles 3.101 et seq. of the new Belgian Civil Code, and is obliged to prove this to the Client upon first request.

6.2

In particular, the Contractor shall ensure insurance is taken out for adequate amounts covering:

– the liability and compensation obligations described in Article 7;

– product and service liability, also after delivery/handover, including liability for any damage caused by fire and/or explosion;

– in the case of delivery or use of motor vehicles or other rolling stock, all forms of mandatory liability and/or property insurance.

6.3

All of the Contractor’s insurance policies shall include a full waiver of recourse against the Client, except in cases of fraud or wilful misconduct.

Article 7. Liability and compensation

7.1

The Contractor bears full responsibility for its studies, plans, calculations and any other documents of whatever nature that it has produced in the performance of the Agreement, as well as for any imperfections, both with regard to the formalities or practices that it has to comply with under the Agreement and with regard to its participation in the supervision of the works.

The Contractor is responsible for the complete and proper performance of all studies and works carried out by the Contractor itself or by its subcontractors and/or employees.

The Contractor shall ensure that the employees or subcontractors it engages possess the required professional competence and accreditation.

7.2

The Contractor’s liability is not reduced by the fact that the architect, the Client or other intervening advisers have fully or partially approved the notes, studies, plans or any other document prepared by the Contractor.

The Contractor shall bear all consequences of errors or omissions that may occur in the studies, calculations, plans and other documents or information of whatever nature it supplies in performance of the Agreement and/or in the works it carries out.

If, in performing the assignment, the Contractor makes an error or acts negligently or without due care, with the result that the architect, other advisers, the Client or the executing parties are obliged to provide additional or abnormal performances, the Contractor will be liable to the Client for the additional costs and expenses incurred, without prejudice to the Client’s right to claim compensation for all damage suffered.

7.3

Any liability without fault of the Client under Articles 3.101 et seq. of the new Belgian Civil Code is transferred to the Contractor in full and without limitation. The Contractor thus assumes all liability and all risks of the contract/assignment, even without any fault, and will indemnify the Client in full upon first request if the latter is held liable by any third party under Articles 3.101 et seq. of the new Belgian Civil Code.

The tasks and interventions of the architect, as well as of other advisers and construction partners, do not affect the legal design and supervisory powers, nor the responsibilities, of the Contractor.

The Contractor acts as an adviser to the Client. The Contractor may not at any time be regarded as an employee, agent or representative of the Client. The Contractor may not rely on approvals or instructions given by the Client or by a third party in order to release itself from its liability as a professional specialist.

7.4

In all cases in which the Client is held liable or prosecuted in legal proceedings as a result of any errors relating to the studies, plans or any other documents of whatever nature produced by the Contractor in the performance of the Agreement, the Contractor is obliged, upon the Client’s first request, to intervene in the proceedings.

The Contractor shall indemnify the Client fully and without limitation for all consequences of liability and/or any judgment of whatever nature pronounced against the Client in relation to the studies carried out under the Agreement.

Likewise, the Contractor will be obliged, upon the Client’s first request, to participate in all actions that the Client considers useful to bring against third parties in order to safeguard its rights.

7.5

The Contractor is liable for all damage, including business interruption and costs, suffered by the Client and/or any third party as a result of any breach of contract or wrongful act committed by the Contractor or its employees/subcontractors.

The Contractor is likewise liable for all damage caused to the Client, its staff or the aforesaid third parties through the use of items deployed by the Contractor in the performance of the Agreement.

7.6

The Contractor may not invoke force majeure as defined in Article 5.226 of the Belgian Civil Code in respect of the liability described in this Article and, in particular, its financial obligations (including payment of sums of money, fees or compensation).

7.7

The Client and the Contractor agree that the recovery of damage arising from a breach by the other party of its obligations under the Agreement will, within the limits of the law, be governed exclusively by the rules of the law of obligations, even if the event giving rise to damage would also constitute a wrongful act, unless expressly provided otherwise in the Agreement.

Each party agrees that if it has a claim against the other party (the “Other Party”), it will bring a claim solely against that Other Party and not against any of the Other Party’s performing agents or auxiliary persons (including but not limited to employees, consultants, directors, independent agents, representatives or subcontractors). Each party hereby irrevocably and unconditionally waives, to the extent permitted by law, all rights or claims it has or may have against the aforesaid performing agents or auxiliary persons. This clause constitutes a third-party clause for the benefit of each party’s auxiliary persons within the meaning of Article 5.107 of the Belgian Civil Code.

Article 8. Termination – Dissolution

8.1

The Client may terminate this Agreement at any time pursuant to Article 1794 of the former Belgian Civil Code without having to justify its decision.

In such a case, the Client owes the Contractor the portion of the price corresponding to the performances delivered by the Contractor up to that moment. The Contractor is also entitled to a fixed fee equal to 2% of the outstanding balance of the price stated in the Agreement relating to the performances yet to be delivered. The Client does not owe any other remuneration to the Contractor.

8.2

The Client is entitled to dissolve the Agreement in whole or in part without notice of default and without judicial intervention, without prejudice to its right to compensation of damage, as soon as:

– The Contractor fails to comply with one or more obligations under the Agreement or the Client reasonably fears such non-compliance, and the Contractor does not comply with its obligations or provide sufficient security within 7 days of a reminder sent by registered letter;

– The Contractor applies for a (provisional) suspension of payments, judicial reorganisation procedure (GRP) or bankruptcy, is declared bankrupt, or transfers, liquidates or discontinues its business or parts thereof;

– Any prejudgment or executory attachment is levied on the Contractor’s goods or accounts, promissory notes are protested or similar events occur, and such attachment or event is not lifted within a reasonable period of 14 days (social security arrears – loss of registration);

– In cases of force majeure, in particular strikes or fire.

8.3

The Client shall confirm the full or partial dissolution by registered letter addressed to the Contractor.

8.4

In the event of partial dissolution, the Client may – without prejudice to its rights to any compensation for damage and costs, including the additional price for the goods or the work

and after prior written notice – perform the Agreement itself or have it performed and completed by any third party, using the materials supplied or the work already carried out by the Contractor.

8.5

Claims of the Client against the Contractor arising from the full or partial dissolution of the Agreement become immediately due and payable.

8.6

Any determination made by an expert at which the Contractor is present or to which it has been invited will be deemed to have been made in the presence of both parties.

Article 9. Prices

9.1

The price stated in the Agreement is fixed, unless otherwise agreed, and is exclusive of VAT.

9.2

The Contractor is not entitled to increase prices by applying a credit limitation surcharge and/or to index such prices.

Article 10. Invoicing

10.1

Invoices shall be delivered via the standardised PEPPOL network. Payment periods commence only on the date on which the invoice has been correctly received by the Client via PEPPOL.

10.2

All invoices shall state the following information: the project number, the Client’s purchase order number, the work, the date of the Agreement, the total amount of the agreed price, and a correct and itemised description of that for which payment is requested.

10.3

Invoices that do not meet the above requirements will not be processed and will be returned unpaid or regarded as not having been sent.

Article 11. Payment

11.1

Invoices from the Contractor shall be paid by the Client within 30 days from the end of the month in which the invoice is received, unless otherwise agreed in writing. In the event that the payment term is exceeded, the Client may owe statutory interest on the invoice amount, but only after a reminder sent by the Contractor by registered post has remained without a favourable result for more than fifteen working days.

11.2

If it has been agreed that amounts are to be paid in advance, the Client will be entitled to require security, deemed sufficient at its discretion, for the amounts payable in advance.

11.3

Payment of invoices does not discharge the Contractor from any guarantee or liability.

11.4

The provisions of Article 17 apply mutatis mutandis.

Article 12. Applicalble law / dispute resolution

The Agreements between the Client and the Contractor are governed exclusively by Belgian law. All disputes relating to the formation, scope, interpretation, performance or other matters shall be submitted exclusively to the courts and tribunals of the judicial district of Antwerp, Antwerp division.

Article 13. Data Protection

13.1

Within the framework of this Agreement, each party may obtain personal data of the other party, such as contact details and details of professional experience and activities. In this regard, each party, acting as a controller, shall comply with its obligations under applicable law, including the Belgian

Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data (the “Act”) and the General Data Protection Regulation (“GDPR”).

If the Client processes such personal data, these data are processed for the purpose of performing the Agreement and, more generally, for planning, management and administration of the business activities of any company within the Client’s group and, where applicable, in order to involve the Contractor in such activities. For the same purposes, these personal data may be shared with other companies within the group anywhere in the world. These may include affiliated companies and third-party suppliers outside the European Economic Area, in countries that do not provide a level of protection for personal data comparable to that under Belgian law and the GDPR. In such cases, the Client shall ensure that adequate safeguards are implemented to protect the personal data.

13.2

Every person whose personal data is processed has the right of access to their personal data and the right to have them corrected in the event of inaccuracies, as well as the right to erasure and restriction of processing in certain cases, the right to a copy, the right to data portability, the right to object and the right to lodge a complaint with the Belgian Data Protection Authority. More information can be obtained from the privacy statement published on the website www.coresdevelopment.be. With regard to personal data processed by the Client, these rights can be exercised by email: privacy@coresdevelopment.be.

In respect of requests made under this paragraph, the processor shall in all cases assist the controller in responding to such requests.

13.3

Within the framework of this Agreement, the Contractor may also process Personal Data for or on behalf of the Client and in accordance with its instructions. The Contractor is the processor of such personal data within the meaning of the Act.

The Contractor shall:

– process such personal data only for or on behalf of the Client, as necessary for the provision of the services and in accordance with the Client’s instructions, and only through authorised persons who have undertaken to observe confidentiality or who are bound by a statutory duty of confidentiality;

– keep such personal data confidential and refrain from providing such data to any third party, except with the Client’s consent, which may be subject to certain conditions for compliance with the law;

– take appropriate technical and organisational security measures to protect the personal data against loss, disclosure or other forms of unauthorised or unlawful processing and comply with the Client’s security procedures, as amended from time to time, all in accordance with Article 32 GDPR; and

– upon termination of the Agreement, for whatever reason, immediately return the personal data to the Client or destroy them, at the Client’s option.

The Contractor undertakes, upon the Client’s first request, to return all such information to the Client or destroy it and not to retain any copies.

B) SPECIAL SECTION – TERMS AND CONDITIONS OF CONTRACTING

Article 14. Planning, commencement and completion of the work

14.1

The Client is entitled to make changes to the work schedule and/or the execution period if the progress of the works or other objective circumstances so require, without the Client being obliged to compensate any damage and/or costs resulting therefrom. In such cases, the Contractor may likewise not charge additional costs or additional work.

14.2

In the event of a delay caused by the Contractor, the Contractor will be fully liable for the damage suffered by the Client and any compensation payable by the Client to any third party as a result thereof. The Client may offset these amounts against the fee payable to the Contractor under the Agreement.

14.3

In the event of force majeure within the meaning of Article 5.226 of the new Belgian Civil Code, the Contractor may validly request suspension of the execution period, subject to the conditions of Article 5.102 of the new Belgian Civil Code and without change or revision of the price, provided that the Contractor:

– Reports the force majeure within 48 hours of its occurrence, on pain of exclusion; and

– Demonstrates the reality of the force majeure and its impact on the execution period concretely and with supporting documents.

However, the Contractor is deemed, when accepting the order, to have made all necessary provisions for ensuring proper and timely performance.

14.4

The Contractor is aware that various works are carried out simultaneously by several companies on the site. The Contractor shall take this into account when carrying out its works. Except in cases of wilful misconduct by the Client, the Contractor bears all liability in the broadest sense in relation to its works, including Article 3.101 of the Belgian Civil Code and the applicable provisions of the Belgian Well-being at Work Act of 4 August 1996.

14.5

If the Contractor attributably fails to meet the scheduled performance deadlines, the Client will be entitled to dissolve the Agreement in whole or in part, without any obligation to compensate the Contractor for costs and/or damage and without prejudice to the Client’s right, at its discretion, to demand performance of the Agreement and/or claim compensation, or to have the work carried out by a third party at the Contractor’s expense and risk. In such cases, the Contractor will in any event immediately and promptly owe the Client an administrative fixed fee of EUR 1,500, without prejudice to the Client’s right to prove and recover its higher damage.

Article 15. Quality and inspection of the work

15.1

The work is to be performed according to the requirements of good and proper workmanship and according to best practice, and furthermore in accordance with the content of the Agreement, all its annexes in the broadest sense and the strictest applicable technical standards, laws and government regulations in force at the time of performance, of which information the Contractor acknowledges possession. This includes all technical standards applicable to the work, in particular with regard to its intended purpose. The plans and documents supplied by the Contractor shall also comply with the permits and authorisations and shall be aligned with the plans, documents, descriptions, etc. from the architect and other advisers that have been approved by the Client.

It is up to the Contractor to request or provide all information that is necessary in this regard. The Contractor is the specialist in its field and cannot in any way claim that it was the Client and/or the architect or other advisers who ought to have requested or provided such information.

15.2

If the work or part thereof is rejected, the Contractor will be informed of this by the Client in writing, after which the Contractor shall ensure repair or re-performance within a reasonable period to be determined by mutual agreement, without the Client being obliged to compensate any damage suffered or costs incurred, and without prejudice to the Client’s rights set out in Articles 7 and 8. All costs and compensation arising from the rejection and from the repair or re-performance will in all cases be entirely for the Contractor’s account.

15.3

If the work or part thereof is rejected, the Client will furthermore be entitled to suspend the payment relating thereto as well as other payments where it is clear that the Contractor refuses to deliver properly functioning work or goods without defects and in conformity with the Agreement.

15.4

Approval or inspection by the Client does not in any way release the Contractor from guarantee obligations or liability arising from the Agreement or from the law. The Client retains all its rights in this respect at all times.

Article 16. Liability after performance and acceptance

After performance and acceptance of the work, which may only take place in writing at the Contractor’s request, the Contractor remains liable for all deficiencies and defects which are reported within a reasonable period after they become apparent or cause damage or disturbance. This also applies to aggravations of visible defects. Any repair works will trigger a new liability period.

Article 17. Set-off / suspension

17.1

All amounts which the Client is entitled to claim from the Contractor on any basis whatsoever may be set off by the Client directly and without prior notice of default against the amounts which the Client owes or will owe the Contractor under any assignment or order, whether or not relating to the same site, the same building, etc.

17.2

The Client is entitled at any time to suspend all its payment obligations if the Contractor fails to comply with one or more obligations under the Agreement, even where the Client and the Contractor have concluded several agreements and the non-compliance relates only to one of those agreements.

17.3

In the event of the Contractor’s bankruptcy, the Client is entitled to suspend its payment obligation. All withheld payments will then serve as security for the fulfilment of the statutory or contractual guarantees and liabilities. The Contractor expressly agrees to this.

Article 18. Construction site

18.1

The Contractor shall follow the Client’s orders and instructions.

18.2

The Contractor shall follow the instructions of the Belgian Labour Inspectorate or of an inspector or adviser engaged by the Client or the Principal regarding the organisation of the construction site, including the storage and safety of materials and the safety of the work to be carried out. The responsibility for taking adequate safety measures lies entirely with the Contractor, who will fully indemnify the Client against any claims in this respect.

18.3

The Contractor shall carry out the work within the working hours applicable to the construction project.

18.4

The Contractor shall unload its equipment and bring it into the building or to the place of performance itself, and shall provide the necessary tools for this purpose itself.

18.5

The Contractor shall ensure that the materials and/or machinery it uses on the construction site are insured against statutory liability with a reputable insurance company under the conditions customary in the construction sector, without exclusions relating to damage caused to underground and above-ground pipes and cables, including the consequences thereof.

18.6

The Contractor shall ensure the presence of a responsible and authorised person, whose name shall be known to the Client.

18.7

The Client is entitled to deny the Contractor’s personnel access to the construction project or to have them removed in the event of proven incompetence, disturbance of public order, misconduct, etc.

18.8

The Contractor shall maintain proper cleanliness and ensure the regular cleaning up and removal of packaging materials, surplus materials and waste.

Waste shall be handled and separated in accordance with applicable (environmental) regulations and the Client’s instructions, and offered to duly recognised bodies and/or companies for processing. If the Contractor fails to comply with this after receiving a notification to this effect from the Client, the Client will be entitled to arrange this itself at the Contractor’s expense and risk.

18.9

The Contractor is responsible for the safety, health and well-being of its staff and is obliged to take the requisite measures in accordance with the applicable statutory provisions, instructions, requirements, these terms and conditions and, furthermore, the instructions of the Client, the Principal and public authorities, including the Belgian Labour Inspectorate.

18.10

If the Contractor is required to carry out excavation works, it will be obliged to ascertain, in a timely and sufficient manner, the exact location of any underground pipes that may be present in the ground.

If a technical report has been drawn up, the Contractor shall strictly observe and comply with it at all times when carrying out excavation works.