Article 1 - Opposability

1.1. These general terms and conditions govern all contractual relations between VOO and its suppliers (hereinafter referred to as “the supplier”). They exclude any other general terms and conditions and, in particular, the supplier's own general terms and conditions
1.2. The supplier expressly waives the right to invoke its own general terms and conditions, even if they contain a clause excluding all other general terms and conditions.
1.3. For VOO, these general terms and conditions constitute an essential element of the contractual relationship with the supplier.
1.4. The acceptance, by the supplier, of an order placed by VOO entails the unreserved acceptance of these general terms and conditions.

Article 2 - Orders

2.1. Any order accepted by the supplier constitutes a firm and definitive commitment on its part.
2.2. On no account may the supplier make changes to an order without VOO's prior written consent.
2.3. By accepting an order placed by VOO, the supplier acknowledges that it has all the means necessary to process said order, including, without this list being exhaustive, the technical and financial means, staff resources, authorisations, rights and approvals necessary to perform the service for which the order is placed.
2.4. When performing any order, the supplier declares that it scrupulously respects tax and social security legislation and has paid all the sums for which it is liable to the various tax and social security authorities, including, without this list being exhaustive, the various taxes, duties and social contributions.

Article 3 - Payments

3.1. The prices relating to an order placed by VOO are fixed, firm and non-revisable.
3.2. Prices are quoted in euros, all taxes, duties or charges included, excluding VAT.
3.3. Invoices shall be issued by the supplier in duplicate. They shall mention the order number and be sent to the billing address indicated on the order.
3.4. Invoices issued by the supplier are payable thirty (30) days after the end of the month on which the invoice is received, by bank transfer, to the account number indicated on the supplier's invoices.
3.5. Unless otherwise specified, orders do not give rise to any deposit. In the event of cancellation or termination of the order, the supplier shall immediately refund the amount of any deposit paid by VOO.
3.6. In the event of late payment, the supplier is entitled to claim interest from VOO at the statutory rate, after sending a formal notice by registered letter that remains unheeded for forty-five (45) days.

Article 4 - Deadlines

4.1. The supplier undertakes to scrupulously respect the deadlines for the performance of the order, which constitute an essential element of the contractual relationship with the supplier.
4.2. The supplier must notify VOO in writing of any event of which it is aware that is likely to delay the performance of the order.
4.3. In the event of a delay in the performance of the order, the supplier shall be liable to VOO for late payment calculated at the rate of 0.1% of the total amount of the order, excluding tax, for each day’s delay, this amount being, in any event, capped at ten (10) % of the total amount of the order, excluding tax.
4.4. Late delivery penalties may be paid by offsetting the sums due by VOO to the supplier.
4.5. The payment of late delivery penalties in no way releases the supplier from its obligation to provide the service that is the subject of the order.
4.6. In the event of a delay in the performance of the order, VOO is entitled to claim damages from the supplier if the damage suffered by VOO as a result of this delay exceeds the late delivery penalties.
4.7. In the event of a delay in the performance of the order exceeding one (1) month, VOO is entitled to immediately terminate the order, ipso jure, without notice or penalty, by sending a registered letter to the supplier.

Article 5 – Obligations incumbent on the supplier

5.1. The supplier undertakes to check the consistency of the requests made by VOO, to provide useful advice to VOO and to ask it for any clarification necessary for the proper performance of the order.
5.2. The supplier undertakes to determine and implement all the means necessary for the proper performance of the order, including sending a sufficient number of competent personnel to ensure that the objectives set are met, in terms of quality, quantity and deadlines.
5.3. The supplier undertakes to provide, at VOO's first request, all information relating to the personnel and equipment deployed to carry out the order.
5.4. The supplier undertakes to perform the services covered by the order in accordance with the instructions contained in the order, as part of an obligation of result.
5.5. The supplier guarantees to VOO that it holds all the rights, including intellectual property rights, or that it has all the authorisations from third parties, in particular intellectual property rights holders, necessary for the performance of the order. The supplier undertakes to assist VOO, upon simple request, in the event of a legal action, threat of legal action or any claim brought or made by a third party based on an alleged breach of the supplier's obligations as described in this provision and to compensate VOO, where applicable, for all consequences resulting from such breach.
5.6. Unless otherwise provided, the transport, packaging, packing and insurance of the goods covered by the order shall be the responsibility of the supplier.

Article 6 – Obligations incumbent on VOO

6.1. VOO undertakes to respond, in good time, to the supplier's written requests for information relating to the performance of the order and to cooperate in good faith with the supplier.
6.2. VOO undertakes to allow the supplier's personnel or any third party designated by it to access VOO's installations, premises and/or locations, when such access is necessary for the performance of the order.

Article 7 - Assignment and subcontracting

7.1. The supplier may not assign or subcontract all or part of the performance of the order without VOO's prior written consent.
7.2. The supplier guarantees that any subcontractor(s) shall comply with all obligations relating to the performance of the order.

Article 8 - Termination

8.1. VOO may, at any time and without cause, terminate the order by sending a registered letter to the supplier at least thirty (30) working days before the effective date of termination, in which case VOO undertakes to compensate the supplier for the costs actually incurred by it.
8.2. If the supplier fails to fulfil one of its obligations, VOO may terminate the order, without notice or compensation, if the supplier fails to remedy the breach notified, within fifteen (15) working days of sending a formal notice to the supplier by registered letter, without prejudice to VOO's right to claim damages.

Article 9 - Insurance and liability

9.1. The supplier is required to take out and maintain, at its own expense, throughout the duration of the performance of the order, the insurance policies necessary to cover the risks and liabilities incurred as a result of this performance.
9.2. At VOO's simple request, the supplier shall send it certificates of general and professional civil liability insurance from a solvent insurance company, taken out with the last six (6) months, indicating the guarantees granted, their amount and their deductible.
9.3. In the event of insufficient coverage, VOO may ask the supplier at any time to increase it to a sufficient amount, without any additional cost or increase in the price of the order.
9.4. The supplier undertakes to assume all consequences resulting from damage of any kind suffered by its agents, its staff, its subcontractor or subcontractor's staff, third parties or by VOO and/or its staff, or which their property may suffer during the performance of the order or as a result of an omission, insufficiency or error by the supplier, its staff, its subcontractor or its subcontractor's staff in performing the order.

Article 10 – Intellectual property

10.1. Unless otherwise provided, all intellectual property rights, namely, but not limited to, copyrights, ancillary rights, patents, trademarks, designs and models, company names, trade names, domain names, databases, appellations of origin, rights relating to software or semiconductors, etc., of which VOO is the owner, remain its full and entire property.
10.2. Unless otherwise provided, all intellectual property rights, namely, but not limited to, copyrights, ancillary rights, patents, trademarks, designs and models, company names, trade names, domain names, databases, designations of origin, software or semiconductor rights, etc., of which the supplier is the owner, remain its full and entire property.

Article 11 – Personal data

If the supplier [has the task of processing personal data in accordance with VOO's instructions and on its behalf, it undertakes:

  • a) to process personal data only on VOO's documented instructions within the limits of the performance of the order and, subject to compliance with its legal obligations, delete without delay any data that is not or no longer useful for the performance of its contractual obligations and destroy existing copies;
  • b) to ensure that persons authorised to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
  • c) to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of knowledge, the costs of implementation and the nature, scope, context and purposes of the processing operation and the risks, in order to ensure the integrity and confidentiality of personal data;
  • d) not to transmit or store in any way personal data outside the European Union;
  • e) if it uses another subcontractor, to notify VOO and, if necessary, inform it of any planned changes concerning the addition or replacement of other subcontractors;
  • f) if it uses another subcontractor, to impose on that other subcontractor the same data protection obligations as those laid down in these general terms and conditions, in particular as regards providing sufficient guarantees as to the implementation of appropriate technical and organisational measures;
  • g) to assist VOO, as far as possible, by means of technical and organisational measures appropriate to the nature of the processing operation, in fulfilling its obligation to comply with the requests made by the data subjects in order to exercise their rights under the GDPR;
  • h) to provide VOO with all the information necessary to demonstrate compliance with the obligations set out in this article and enable it to carry out audits, including inspections, by VOO itself or another auditor appointed by VOO, and contribute to these audits;
  • i) to immediately inform VOO if, in its opinion, one of its instructions constitutes a violation of the regulations applicable to the protection of personal data;
  • j) to immediately inform VOO if it notices a breach of the security or integrity of this data or any violation of personal data of any kind whatsoever. This notification shall be made to the VOO Data Protection Officer by email at celsec@nethys.be and privacy@nethys.be and by telephone on the following number: +32.468.42.36.41. The information provided to VOO shall include any information on the nature of the breach of personal data as well as the related technical information, including in particular the following information:
    • • The categories and approximate number of data subjects;
    • • The categories and approximate number of personal data records concerned;
    • • A description of the likely consequences of the violation of personal data;
    • • A description of the measures taken to mitigate the possible negative consequences of the data breach and the measures that will be taken or proposed to prevent further incidents of the same type, with target dates.
    In the event that a communication to the persons concerned must be made by VOO, the supplier must offer the necessary assistance, in particular by making available to Nethys all the information it may need to set up its communication.
  • k) in general, to help VOO guarantee and demonstrate compliance with its obligations regarding the processing of personal data.

Article 12 - References

The supplier may not include, among its references, the services performed for VOO without VOO's prior written consent.

Article 13 - Interdependence

13.1. The cancellation, invalidity or unenforceability of one or more provisions of these general terms and conditions shall not affect the other provisions or the validity of these general terms and conditions as a whole.
13.2. In the event of the annulment, invalidity or unenforceability of one or more provisions of these general terms and conditions, the parties shall negotiate in good faith for the purpose of replacing them with a provision(s) which shall, as far as possible, have the same effect as the annulled, invalid or unenforceable provision(s).

Article 14 – Force majeure

14.1. Neither party may be held liable for the non-fulfilment of its commitments, pursuant to an order placed by VOO, if this non-fulfilment is due to force majeure.
14.2. Cases of force majeure are cases which are caused by an event beyond the control of the parties and which prevents one of the parties from fulfilling its commitments or which, without necessarily preventing one of the parties from fulfilling its commitments, makes the fulfilment of the said commitments so complex that it would result, for that party, in inconveniences such that it could not reasonably be expected to bear them.
14.3. The obligations arising from the order placed by VOO will be suspended for the duration of the force majeure event.
14.4. If the effects of a case of force majeure last longer than one (1) month, the order may be terminated, ipso jure, at the request of one of the parties, without any right to compensation from the other.
14.5. In the context of the performance of the order, the following are considered to be cases of force majeure, without this list being exhaustive: destruction of installations, epidemics, earthquakes, floods, fires, wars, embargoes, piracy, acts of government, etc.

Article 15 - Competent courts and applicable law

15.1. Any dispute relating to the existence, validity, scope, performance or interpretation of these general terms and conditions or of an order placed by VOO shall fall within the exclusive jurisdiction of the Commercial Court of Liège.
15.2. These general terms and conditions and orders placed by VOO are exclusively governed by Belgian law.

Article 16 - Primacy of texts

16.1. In the event of contradiction between the contractual documents, the following priority shall prevail:

  • - The special specifications
  • - the special terms and conditions.
  • - these general terms and conditions.
  • - the documents constituting the supplier's business proposal.

Article 17 – Legal notice

VOO. S.A., rue Louvrex 95 à 4000 Liège, Business Registry N° 0696.668.549.