GENERAL TERMS AND CONDITIONS

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GENERAL TERMS AND CONDITIONS

(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

“The Principal” means the client of the Client referred to in Article 1.1, possibly the end user/customer.

1.6

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

1.7

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 towards 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

The Contractor shall refrain from any contact with the Principal, and in particular from issuing quotations and/or making offers to the Principal directly or through intermediaries, including those quotations and/or offers relating to extensions and/or amendments concerning the work the Client performs for the Principal or work under negotiation, except with the Client’s express written consent.       

3.5

Before accepting the Agreement, 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 ask the Client for information, samples, descriptions and anything else the Contractor deems necessary.

3.6

The Client is entitled at any time to inspect the work/the goods and to request information such as samples and certificates relating thereto, which shall never affect the Contractor’s liability or the Client’s rights in connection therewith, including but not limited to deficiencies, hidden defects or suitability of the materials.

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 indemnifies the Client against all claims, damage, costs and liability arising from the Contractor’s failure to comply with contractual and/or legal obligations, or from its presence and/or actions at the place of delivery or work. The indemnity or intervention shall take place upon the Client’s first request.

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 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.

7.2

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

7.3

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

7.4

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).

7.5

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 shall, 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. This principle does not apply in respect of subcontractors if the Contractor is declared bankrupt, is in liquidation, stops making payments, is subject to a collective debt settlement, dies or is subject to any other form of insolvency. In such a case, the Client resumes all rights of claim it has against the subcontractors appointed by the Contractor.

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 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 for all 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 calendar days of a reminder sent by the Client 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, fire or the dissolution/termination of the agreement between the Client and the Principal.

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 choose – without prejudice to its rights to full compensation for damage and costs, including the additional price for the goods or work – at the expense and risk of the Contractor:

– After prior written notice, to perform the Agreement itself, or have it performed and completed by a third party, using materials supplied or work already carried out by the Contractor;

– To return the delivered materials to the Contractor at the Contractor’s expense, or to dismantle the work carried out, with the right to reclaim any payments made in respect thereof.

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.

9.3

The agreed price applies to delivery carriage paid to the place specified in Article 19 and includes the costs of packaging, insofar as agreed, insurance, loading/unloading and transport.

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 comply with 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 18 apply mutatis mutandis.

11.5

In the case of successive orders, the Client is always entitled to withhold 10% of the invoice payments as security.

Article 12. Applicable 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 solely 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 standstill or 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 the Principal or any third party as a result thereof. The Client may offset these amounts directly against the fee payable to the Contractor under the Agreement.

The Contractor is likewise fully liable for any penalties imposed by the Principal on the Client due to late completion of the construction works, and the Contractor hereby authorises the Client to recover such penalties from it in full, including by direct deduction from the amounts 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. Poor weather conditions and supply issues can never be regarded as force majeure.

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

Only the final overall completion of the entire work by the Client to the Principal constitutes delivery by the Contractor to the Client. Neither putting into use, nor the absence of complaints for a certain period, nor full or partial payment may be regarded as acceptance or approval of the work.

14.6

If the Contractor attributably fails to meet the commencement and completion 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, which the Contractor acknowledges possessing. This includes all technical standards applicable to the work and the goods supplied, including in particular with regard to their intended purpose. 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. Maintenance after completion

After completion and acceptance, which may only take place in writing at the Contractor’s request, the Contractor remains liable for all deficiencies and defects, including minor hidden 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. It is agreed that all defects in respect of which no reservation was made in any of the completion reports are hidden defects. Completion and acceptance thus cover only manifestly visible defects at that time which were not included in a completion report.

Article 17. Compliance with labour, tax and/or social legislation and regulations

17.1

The Contractor undertakes to comply with all regulatory or statutory provisions concerning well-being at work, safety and hygiene, and in the field of general terms and conditions of employment, and to ensure that such provisions are likewise observed by its contractors and subcontractors, if any. The Contractor also undertakes to comply with tax and social security provisions.

17.2

The Contractor undertakes to employ only workers who have been registered with the NSSO (Belgian National Social Security Office) by means of a DIMONA (immediate declaration of employment) declaration and/or LIMOSA (declaration for foreign workers) declaration and for whom it fulfils all social and tax obligations. Only those employees of the Contractor who are registered with the NSSO may enter the site. If any of its employees, for whatever reason, is not registered, the Contractor shall inform the Client of this immediately and in writing. Any delay or disruption of the works as a result of this fact, such as refusal of access to the site, will be entirely at the Contractor’s expense.

The Contractor is obliged to pay its staff wages, additional benefits and statutory allowances in accordance with applicable laws and collective labour agreements.

17.3

The Contractor expressly declares that it has no tax and/or social debts that could oblige the Client and/or Principal to withhold amounts from the price and/or that could give rise to joint and several liability for the payment of tax and/or social debts. The Client may request proof of this from the Contractor at any time.

17.4

The Contractor is obliged to indemnify the Client and/or Principal for all possible liability, damage, costs and/or disadvantages that they suffer or will suffer due to the Contractor’s tax and/or social debts and/or due to the Contractor’s failure to comply with its social and tax obligations.

17.5

The Contractor shall correctly complete all documents which it is required to keep pursuant to labour, social and tax legislation in relation to the Agreement. The Client may request to inspect these documents. If the Contractor believes that the Client is failing to comply with any statutory obligation, it shall immediately draw this to the Client’s attention in writing; otherwise, it may on no account invoke this against the Client or third parties at a later stage.

17.6

With regard to the obligations described in this article, the Contractor has a duty to report any changes and/or breaches to the Client immediately.

Article 18. Set-off / suspension

18.1

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.

18.2

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.

18.3

The Client is particularly entitled to immediate suspension of its payment obligation if it appears that the Contractor does not comply with one of the obligations described in Article 17.

18.4

In the event of the Contractor’s bankruptcy, the Client is entitled to suspend its payment obligation until the end of the period during which the Client is liable to its Principal on any basis whatsoever, without any increase whatsoever. 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 19. Construction site

19.1

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

19.2

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.

19.3

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

19.4

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.

19.5

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.

19.6

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

19.7

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

misconduct, etc.

19.8

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

19.9

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.

19.10

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 and structures 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.

C) SPECIAL SECTION – TERMS AND CONDITIONS OF PURCHASE

Article 20. Manner and place of delivery

20.1

Delivery is carriage paid. The goods therefore travel at the Contractor’s expense and risk.

20.2

Damage occurring during loading, transport and unloading will be for the Contractor’s account, unless the Contractor proves that the damage was caused by an error on the part of the Client.

20.3

The goods shall be delivered at the place specified in the Agreement.

20.4

The Contractor shall unload the goods itself and bring them to the building or the place of performance of the work for which the goods are intended, using its own equipment.

Article 21. Time of delivery

21.1

The goods shall be delivered on the date specified in the Agreement or in accordance with the delivery schedule drawn up by the Client. If the Client is unable to receive the goods on the agreed date or in accordance with the delivery schedule, the Contractor will be obliged to store and secure the goods and take all measures necessary to preserve their quality until delivery can take place.

21.2

The Client is entitled to determine the dates of delivery specified in the Agreement or the delivery schedule more precisely by call-off and thus to fit them into the progress of the works, without being obliged to pay any additional fee.

21.3

If the Contractor is unable, or believes it will be unable, to deliver on the scheduled dates, it will be obliged to inform the Client of this immediately in writing.

21.4

Without prejudice to the Client’s right to demand specific performance of the Agreement and/or claim compensation, the Client is in any event entitled, if delivery does not take place in accordance with the Agreement (or delivery schedule), to dissolve the Agreement in accordance with Article 8.

Article 22. Transfer of ownership

22.1

Immediately after the goods have been delivered and approved in accordance with the Agreement, ownership of the goods passes to the Client.

22.2

If it has been agreed that ownership of the goods passes to the Client before delivery and approval, the Contractor will be obliged to manage and store these goods in a prudent and reasonable manner.

22.3

In the event of return and/or non-acceptance of the goods, ownership and risk of the goods are deemed not to have passed to the Client.

Article 23. Acceptance of delivery

23.1

Only after approval of the delivery by the Client shall it be deemed accepted, irrespective of the transfer of ownership described in Article 22. After the date of delivery, the Client remains entitled to inspection for at least 30 working days, and every delivery takes place subject to this reservation.

23.2

Approval and acceptance relate only to the quantity and external condition of the goods delivered where the goods have been delivered pre-packed and/or bundled.

23.3

In the event of rejection, the Contractor will be informed thereof by the Client in writing or in some other manner as soon as possible, and the Contractor will be obliged to collect the delivery upon first request.

23.4

Without prejudice to its right to dissolution and/or compensation, the Client is entitled, after rejection, to demand redelivery within a period to be determined by the Client, without being obliged to pay any additional remuneration.

23.5

The Client is entitled to suspend payment for a rejected delivery.

Article 24. Packaging

24.1

Packaging will not be paid for by the Client, unless otherwise agreed.

24.2

Any packaging that has been paid for shall, upon the Client’s first request, be taken back with an immediate refund of the amount paid.