General Terms and Conditions
Article 1.
Only these General Terms and Conditions shall apply to the contractual relationship between any of the legal entities listed in Appendix 1 (the " ").Company"), on the one hand, and the customer (the "Customer"), on the other hand, unless otherwise agreed in writing.
These general terms and conditions apply to all sales and deliveries and, more generally, to all services and products marketed by the Company. The Client acknowledges that it shall waive its own general and/or special terms and conditions.
These General Terms and Conditions are published on our website (www.apkgroup.eu/nl/algemene-voorwaarden) and can be accessed there at any time.
Article 2.
An offer of the Company shall be valid for thirty (30) calendar days, shall be for information only and shall not be binding on the Company.
The Company therefore reserves the right to revise its prices in the light of changes in costs which may affect the price. The price agreed for a particular order shall not bind the Company for subsequent orders by the Client.
Article 3.
The contract between the Company and the Client shall be concluded at the Company's registered office, pursuant to the General Terms and Conditions, as soon as the Client has submitted a signed copy of the offer or order form to the Company within the period of validity of the offer or order form.
The agreement and the General Terms and Conditions shall be deemed to have been concluded tacitly if the Company has started to carry out the works and/or services requested by the Client without these having been protested by the Client.
Article 4.
The prices stated in the offer shall be determined in accordance with the rates applicable at the time of the order and shall be based on the price of raw materials, wages, charges, transport and other costs in force at the time of drafting.
Article 5.
In the event of cancellation of an order, the Client shall automatically and without notice be liable to pay to the Company a lump-sum compensation in the amount of 50% of the value of the cancelled order, without prejudice to the Company's right to prove its actual loss.
Article 6.
The work shall be carried out by the Company in accordance with the contracting documents.
In the event of contradictions between the contract documents, the order of precedence shall apply:
- (i) the agreement and the general conditions of the Company,
- (ii) the plans,
- (iii) the special specifications and
- (iv) the measurement statement.
Article 7.
If the Customer should request changes to an order and/or order additional work, this must be done in writing by the Customer or by an authorised third party.
If the Client has not ordered the additional work in writing, the Company shall not be obliged to carry out this work. Any work carried out by the Company which is not mentioned in the offer or in the measurement sheet shall automatically be considered as additional work and shall be paid for by the Client.
Even in case of an absolute lump sum, the changed and/or additional works ordered by the Client or an authorised third party as well as the price may be proved by the Company by all means of right, including the possible order confirmation of the Company.
Article 8.
Unless otherwise agreed between the Company and the Client, value added tax is not included in the price. VAT as well as other levies and charges and their modifications shall always be payable by the co-contracting party of the Company.
Article 9.
Unless otherwise stipulated, work by the Company shall be invoiced on a monthly basis in accordance with its performance. The Company's invoices shall be paid within a period of thirty (30) days from the invoice date.
Any protest of the Company's invoices must be addressed to the Company's registered office within eight (8) calendar days after receipt of the invoice under penalty of cancellation.
The protest must be made by registered letter and substantiated so that the Company can deduce from the protest the reason for it. Any protest that is not reported on time, by registered mail or that is not reasoned is considered as not written.
Complaints do not entitle the Customer to refuse payment, postpone payment or withhold sums.
Article 10.
Late payment of the Company's invoices shall, by operation of law and without notice of default, give rise to interest on arrears calculated at 12% per annum. The amounts due shall be increased by 10% with a minimum of 125 euro as a fixed penalty.
In the event of non-payment, all invoices not yet due shall become immediately payable, even in the event of seizure or in the event of concurrence of creditors or insolvency of the debtor. All possible debts of the Company towards the Client, regardless of their origin or cause, shall be legally offset against the debts of the Client.
If the Client has not paid the overdue invoices within a period of ten (10) calendar days after the Company has sent a notice of default, the Company may suspend the execution of the work or dissolve the existing agreement(s) without intervention of the competent court.
In the event of termination, the Client shall be liable for a cancellation fee of 25% of the value of the tendered order, without prejudice to the Company's right to prove its actual loss.
Article 11.
An execution period is always indicative and never binding.
The following are not regarded as working days: Saturdays, Sundays and public holidays, annual holidays and compensatory rest days, as well as days on which weather conditions or the effects thereof make the performance of the work impossible for at least four (4) hours.
The indicative execution time is only applicable to the foreseen work. If the Customer should order additional work, either modified work or additional work, the execution period shall be extended automatically in proportion to the nature and scope of the additional work.
Execution of the works after the indicative execution period shall under no circumstances entitle the Customer to compensation, nor shall the Customer be entitled to suspend the works or terminate the agreement, or to dissolve it (out of court).
Article 12.
If the Client or an authorised third party should suspend the term of execution, the Company shall, after remedying the cause of the suspension of the work, be free to determine when it can restart the work, without any compensation for delay being due.
If the Company would suffer any direct or indirect damage due to the suspension, the Client shall have to compensate it upon the Company's first request.
If the suspension lasts for more than thirty (30) calendar days, the Company may consider this to be the Customer's intention to terminate the agreement.
Article 13.
All circumstances that are reasonably unforeseeable at the time of submitting the offer and/or accepting the order, that are unavoidable, that make the execution of the agreement on the part of the Company financially or in any other way more burdensome or difficult than normally foreseen shall be considered as cases of force majeure.
In such cases, the Company shall not be held liable and shall be entitled to demand the revision of the agreement, at least by mutual agreement.
If such circumstances should force the Company to interrupt the execution of the work, the execution period shall be suspended by operation of law for the duration of the interruption, increased by the time which the Company deems necessary to restart the execution of the work.
Article 14.
Any change in the Client's situation such as death, judicial reorganisation, bankruptcy, debt settlement, dissolution, merger and split-up entitles the Company to suspend the execution of the agreement(s) without being held liable for damages, as well as to demand appropriate guarantees (e.g. bank guarantee).
In such a case, the Company shall also be entitled to either terminate the agreement out of court or to inform the Client that the agreement can continue to be performed under alternative conditions.
If the Client does not accept these new conditions, the Company shall be entitled to terminate the agreement(s) out of court without being liable for any compensation towards the Client. In such case, the Client shall immediately pay all invoices issued.
Article 15.
If the Client entrusts itself or a third party with the execution of all or part of the planned works, or refrains from the execution of all or part of these works, it undertakes to reimburse the Company for the works already carried out, the services already rendered, the costs already incurred and the materials already purchased for the site concerned, increased by a lump-sum indemnity of 20% of the agreed price.
Article 16.
The Client shall be fully liable to third parties, and in particular to his neighbours, for any damage resulting from the execution of the work, where no fault can be attributed to the Company. Under no circumstances shall the Company indemnify the Client for liability pursuant to Article 544 of the (old) Civil Code.
Article 17.
The Customer shall hand over the works as soon as they are completed.
Should the Customer fail to appear on the proposed date and fail to take part in this delivery within fifteen (15) calendar days after being requested to do so in writing, the delivery shall be deemed to have been obtained as from the end of this fifteen (15) calendar day period.
The delivery implies the approval by the Customer of the works delivered to him and excludes any recourse on his part for visible defects.
Article 18.
Materials are delivered by the Company EXW, unless otherwise stipulated.
The Company's liability in respect of materials shall be limited to the guarantees given by the manufacturer and shall not exceed the sum of the invoices issued in respect of the site to which the materials were delivered for a period of six (6) months.
Article 19.
The transfer of risks (including loss due to force majeure, e.g. theft and vandalism) referred to in Articles 1788 and 1789 of the (old) Civil Code shall take place in proportion to the extent to which the works are performed or the materials, goods or installations are installed.
Article 20.
Even after their realisation, the materials supplied within the framework of the execution of the works remain the property of the Company and the Client is only the holder of them. The Company may therefore take them back without the Client's consent.
The Company's reservation of title shall expire and ownership of the materials shall only be transferred when the Client has paid all its debts to the Company. In the event of repossession of the materials, the advances already paid by the Company shall remain acquired by way of lump-sum compensation.
Article 21.
Soil excavated, processed or removed by the Company shall be deemed to be uncontaminated. The Client shall release the Company from and indemnify it against any liability which may arise from any contamination of soil.
Article 22.
The Client shall guarantee that it has the necessary authorisations, permissions and permits before the start of the works and shall present them at the Company's first request.
Furthermore, the Client shall, spontaneously and before commencement of the works, provide the Company with the location plans of all underground pipes and installations, non-visible obstacles and the indication of the places where there is or could be a risk of damage.
Article 23.
To the extent permitted by applicable laws and regulations, the Company shall be entitled to have itself replaced by a third party during the execution of the work and this without the prior consent of the Client.
Article 24.
Complaints relating to the conformity of delivered products and visible defects must be notified by the Customer to the Company within three (3) calendar days by reasoned registered letter under penalty of cancellation.
Complaints relating to hidden defects must be notified to the Company by registered mail within seven (7) calendar days after the hidden defects have come to the knowledge of the Client or could have come to the knowledge of the Client. The registered letter must clearly describe the nature and motivation of the complaint.
The submission of a complaint by the Customer shall under no circumstances give rise to the suspension of the Customer's payment obligation.
The contractual and extra-contractual liability of WRTA cannot under any circumstances exceed the amount for which WRTA is insured.
In the event of a justified complaint, the Company shall always be entitled to redress in kind. Only if a claim in kind proves impossible or if the Company nevertheless opts for compensation in kind, the Client and the Company shall consult on the terms of such compensation.
The liability of the Company shall at all times be limited to the sum for which the Company is insured and the insurance company has confirmed to provide coverage.
Article 25.
The Client undertakes not to approach or recruit the employees and/or independent service providers of the Company (or its affiliated companies within the meaning of Article 1:20 of the Companies and Associations Code).
In the event of a breach, it shall be liable to the Company, automatically and without notice, for lump-sum and irreducible damages in the amount of one (1) year's gross salary of the person concerned, to be increased by all training costs invested by the Company up to the time the employee left the employment.
Article 26.
The Company shall handle the personal data communicated to it by the Customer within the scope of its activities and the execution of the agreement(s) in accordance with the General Data Protection Regulation, the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and its privacy statement.
The Company's privacy statement can be consulted on its website at all times.
Article 27.
For all disputes arising from the agreement between the Company and the Customer, only the courts of the judicial district of Antwerp, Hasselt division are competent.
All disputes arising from the agreement between the Company and the Customer shall be governed by domestic Belgian law, with the express exclusion of the Vienna Sales Convention.
Appendix 1 : List of companies
- APK HOLDING nv, KBO 0449.530.662, 3900 Pelt, Haltstraat 50.
- APK INFRA nv, KBO 0415.763.576, 3900 Pelt, Haltstraat 50.
- APK RECYCLING & TRANSPORT bv, KBO 0808.067.705, 3900 Pelt, Haltstraat 50.
- APK WEGENBOUW nv, KBO 0439.280.435, 2440 Geel, Winkelomseheide 217A.
- APK DRILLING bv, KBO 0415.591.649, 3294 Diest, Reppelsebaan 59.
- APK TELECOM NETWORKSOLUTIONS nv, KBO 0447.441.303, 2390 Malle, Steenovenstraat 2A.
- APK CONSTRUCT nv, KBO 0461.003.485, 2390 Malle, Steenovenstraat 2A.
- APK INFRA WEST nv, KBO 0427.121.088, 3900 Pelt, Haltstraat 50.
- DRION GLIJBOUW nv, KBO 0448.053.589, 3740 Bilzen, Kieleberg 8.
- APK GROENAANLEG nv, KBO 0439.643.887, 3740 Bilzen, Kieleberg 8.
- CASTERS BETON GENK nv, KBO 0405.624.732, 3600 Genk, Winterbeeklaan 23.
- APK SMART SOLUTIONS bv, KBO 0695.634.312, 3900 Pelt, Haltstraat 50.
- WEGENBOUW MARTIN nv, KBO 0401.329.481, 3900 Pelt, Lieven Bauwenslaan 6B.
- WILLY REYNDERS TUINARCHITECTUUR nv, KBO 0450.151.858, 3580 Beringen, Everselstraat 110.
- Q MACHINERY nv, KBO 0424.430.230, 3900 Pelt, Haltstraat 50.
- VERFAILLE-LEROY & C° nv, KBO 0425.091.810, 8902 Ypres, Wervikstraat 94.
- VERGEBA bv, KBO 0449.258.963, 8902 Ypres, Wervikstraat 96.
- K-BORINGEN nv, KBO 0418.859.163, 3500 Hasselt, Paalsteenstraat 36.
- LEVAN bv, KBO 0695.492.770, 2830 Willebroek, Grote Bergen 15A.
- R.V.D.S. bv, KBO 0506.764.028, 2560 Nijlen, Beenderstraat 16/A.
Date of latest revision: 1 December 2021