General Terms and Conditions
Updated January 2025
1. Definitions
- “General Terms and Conditions”: these general terms and conditions applicable to the performance of the Services by AMNorman.
- “Service Provider” or “AMNorman”: AMNORMAN BV, a company registered with the KBO (Crossroads Bank for Enterprises) under number 0830.793.815, with registered office at Kortrijksesteenweg 1121 bus 0202, 9051 Sint-DenijsWestrem.
- “Services”: services provided by AMNorman, described in the Offer, relating to training, advice and practical support in the context of:
- Quality policy, food safety, certification and R&D,
- Development, implementation and execution of preventive and curative integrated systems for quality policy, food safety, certification and R&D,
- Manufacturing, purchase, sale, rental, import and export of products and equipment intended for quality policy, food safety, certification and R&D,
- Auditing, advice and training on all aspects of quality policy, food safety, certification and R&D,
- Inspection, control, expertise, findings, measurements and analyses relating to the aforementioned activities,
- Reporting relating to the aforementioned activities.
- “Offer”: the offer and/or price quotation issued by AMNorman to the Client with regard to the provision of Services by AMNorman, subject to these General Terms and Conditions.
- “Client”: any company that makes use of AMNorman's Services.
- “Open Training”: a training course offered by AMNorman for which registration is possible via AMNorman's website.
- “Contract”: the contract concluded between AMNorman and the Client at the time determined in Art. 3, to which these General Terms and Conditions apply in full.
- “Force Majeure”: the situation in which the performance of the Contract for one of the Parties is prevented, wholly or partially, whether or not temporarily, independent of the will of the Party(ies). The following are considered (non-exhaustively) as force majeure: fire, war, terrorist attacks, adverse weather conditions, force majeure on the part of AMNorman's suppliers, defects in goods, equipment, software or materials of third parties whose use is prescribed to AMNorman by the Client, government measures, disruption of internet, data network or telecommunications facilities, the unavailability of third-party servers, strikes, unavailability of the Contractor and/or their equipment, general transport problems and power failure.
- “Party” or “Parties”: AMNorman and/or the Client or both together.
- “Products”: all goods intended for rental or sale or in support of the Services, supplied by AMNorman to the Client.
- “Contractor”: the staff member(s) of AMNorman whom AMNorman engages to perform the Services; Contractors may be employees or self-employed staff of AMNorman or Affiliated Companies, or also subcontractors, or consultants appointed by AMNorman, who are directly or indirectly involved in providing the Services.
- “Affiliated Company(ies)”: the affiliated and associated companies within the meaning of articles 1:20 and 1:21 of the Belgian Code of Companies and Associations.
- “Website”: AMNorman's website, https://www.amnorman.be/nl
2. Scope of application
2.1. Unless expressly agreed otherwise in writing, these General Terms and Conditions apply exclusively to all Offers, orders, order confirmations, Contracts, performances and other legal relationships between AMNorman and the Client.
2.2. AMNorman reserves the right to adapt or amend the General Terms and Conditions at any time, provided that the applicable General Terms and Conditions are those in force at the time the Contract is concluded between the Client and AMNorman.
2.3. Any general or specific terms and conditions of the Client do not apply, unless otherwise agreed in writing in advance. Acceptance by AMNorman of a purchase order from the Client shall in no way imply acceptance of any terms and conditions of the Client.
2.4. Provisions deviating from these General Terms and Conditions are only binding if expressly agreed in writing between the Parties.
2.5. Any provision of the General Terms and Conditions which, by its nature, is intended to survive termination of the Contract, shall survive termination of the Contract, including, among others, the provisions regarding confidentiality, the non-solicitation clause and intellectual property rights.
3. Offer and formation of the contract
3.1. The Client must provide AMNorman, in writing and in a timely manner, with complete and clear information and communications regarding the Services for which it wishes to engage AMNorman. The Client is responsible for the accuracy and completeness of such information.
3.2 Only written Offers from AMNorman can be accepted by the Client.
3.3. The validity of an Offer is stated on the Offer itself. In the absence thereof, the Offer is valid for thirty (30) days from the date it was submitted.
3.4. The Contract is only validly formed after written acceptance or confirmation of the Offer by the Client. If AMNorman processes the order stated in the Offer at the Client's request, or if the Client receives the Services and/or Products before the Contract has been signed, then the processing of the order and/or the receipt of the Services and/or Products shall be deemed to constitute acceptance of these General Terms and Conditions.
3.5. If the subject of the Offer concerns an Open Training, the Client must submit the registration request for such training via the Website. These General Terms and Conditions also apply to the registration, participation in and payment for Open Training courses and other training courses offered by AMNorman.
3.6. Additions to or deviations from the accepted/confirmed Offer are only binding if the parties have expressly agreed to them in writing.
4. Terms of performance
4.1. Unless otherwise agreed, the performance of the Contract constitutes a best-efforts obligation on the part of AMNorman. AMNorman undertakes to perform the Contract to the best of its knowledge and ability and in accordance with the applicable standards of good workmanship, using all available know-how and knowledge.
4.2. Unless expressly agreed otherwise in writing, deadlines are indicative only and not binding. A delay in the delivery or performance of the Services can under no circumstances give rise to cancellation of an order or any compensation, except in the event of intentional fault on the part of AMNorman.
4.3 Unless expressly agreed otherwise in writing, the Services are in principle performed on weekdays during AMNorman's normal working hours. Performance outside normal working hours (such as, for example, in the evening or at night or on Saturdays, Sundays or public holidays) may give rise to additional invoicing (Art. 5.5 + Art. 6.6), unless a fixed price for the project or specific Service (or training) has been expressly agreed in writing between the Client and AMNorman.
4.4. AMNorman shall always report carefully and in writing to the Client on the inspections it has carried out, proposed measures, research results and other proposed, performed or planned work. This report takes the form of a report with recommendations on quality policy, food safety, certification and R&D that should be implemented by the Client.
4.5. AMNorman's reporting is prepared in the name of and on behalf of the Client. Any comments on the reporting must be formulated by the Client within 3 working days to allow AMNorman to investigate the comment. AMNorman is not required to take late comments into account.
4.6. If, during the term of the Contract, the substantive specifications for performing the Contract change and require the Contractor to undertake further training, the Client shall reimburse AMNorman for the Contractor's further training.
4.7. Unless otherwise stated in the Offer, the Services are performed at the Client's premises or remotely. The Client's workspace and facilities shall comply with all legal requirements, including but not limited to safety requirements. The Client indemnifies AMNorman against claims by third parties, including AMNorman's Contractors, who suffer damage in the course of performing the Services as a result of the acts or omissions of the Client or of unsafe conditions within its organisation. The Client shall inform the Contractor(s) of the house and security rules applicable within its organisation before the start of the Services. The Client undertakes to grant AMNorman's Contractors access to all necessary facilities so that they can perform the Services properly, responsibly and safely. If a permit or access code is required to enter the location where AMNorman carries out the work, the Client must provide AMNorman with proof of such permit or the necessary codes prior to the performance of the Services.
4.8. For the performance of the Services, AMNorman engages one or more Contractors. AMNorman reserves the right to determine which Contractor will be assigned to perform the Services, as well as to replace this Contractor at its own discretion during the term of the Services.
4.9. The Client undertakes to follow up on all instructions communicated to it by (or on behalf of) AMNorman in connection with the Services precisely, promptly and in a responsible manner.
4.10. The Parties may agree that AMNorman uses the Client's materials in performing the Services. In that case, the Client undertakes to make such materials available to the Contractor and guarantees their safety and compliance. In performing the Services, AMNorman may, where applicable, also make materials available to the Client. In that case, the Client acts as custodian of that material and is liable to AMNorman for theft, breakage or vandalism of such material.
4.11. If AMNorman is informed by the Contractor of any unsafe conditions on the Client's premises, AMNorman may carry out inspections during the performance of the Services. AMNorman shall inform the Client of such actions prior to the inspection.
4.12. Both parties undertake to properly and adequately insure their civil liability with a recognised insurance company and to provide proof thereof upon simple request from the other party.
5. Prices and price revision
5.1. The prices and costs of the Services are set out in the Offer. The price of third-party Products is also determined in the Offer. AMNorman is entitled in all cases to adjust these prices for third-party Products if this results from a price adjustment by third-party/external suppliers or due to exchange rate differences.
5.2. AMNorman's prices are exclusive of VAT and exclusive of applicable taxes and/or duties.
5.3. Unless otherwise stated in the Offer, the price is exclusive of travel time and/or costs, incidental expenses and all other reasonable costs. All these costs shall be borne by the Client.
5.4. The price for Services provided by AMNorman may be invoiced either on a time-and-materials basis or at a fixed price, as determined in the Offer. 5.5. If the Services to be performed by AMNorman must, at the Client's request, take place outside the time slots during which AMNorman normally provides its services (see Art. 4.3), a surcharge may be charged where applicable of 125% for work performed in the evening, 150% on Saturdays and 200% on Sundays and public holidays.
5.6. If the Services are performed at a fixed price, these Services shall be invoiced on the basis of the fixed price as specified in the Offer. Costs that AMNorman pays to third parties on behalf of the Client are not covered by the fixed price determined for specific Services, including but not limited to the costs of any permits.
5.7. Services performed on a time-and-materials basis are invoiced by AMNorman at the end of the month, per billing unit of each 15 minutes commenced, with a minimum of 4 hours, unless otherwise agreed in the Offer. In the event of late cancellation by the Client (= less than 4 hours before the start) of planned on-site interventions, 2 hours will be charged.
5.8. The prices for the Services (at a fixed price and on a time-and-materials basis) may be adjusted annually by AMNorman on 1 January based on the index used within Joint Committee 200 (PC200). This price revision is passed on in the invoicing for the first quarter of the new year of cooperation.
5.9 In the event that sudden fundamental changes in circumstances occur which affect the agreed price and which could not have been foreseen when the Offer was drawn up, and which furthermore disrupt the contractual balance, the Parties shall meet at the first request to reach an equitable adjustment of the contract. If the Parties are unable to reach agreement within thirty (30) calendar days from the request for adjustment of the Contract, the most diligent party has the option to terminate the Contract by sending a registered letter with a notice period of thirty (30) calendar days, without any compensation being due as a result.
5.10. Whether or not the Services are subsidised, or the possible revocation of previously approved subsidies by the relevant government body, can in no way give rise to any revision of the prices nor to any claim against AMNorman. The Client indemnifies AMNorman against any liability in the application for, acceptance of, or follow-up of any subsidies.
6. Invoicing and payment
6.1 Unless otherwise stated in the Offer, all invoices from AMNorman are payable thirty (30) days after the invoice date.
6.2 If an invoice is not disputed within 15 (fifteen) days from the invoice date, the invoice and the Services stated therein shall be deemed to have been accepted by the Client.
6.3. AMNorman is permitted to invoice digitally.
6.4. If, in AMNorman's judgement, the Client's creditworthiness gives cause to do so, AMNorman may, even after the Contract has been concluded, require the Client to provide the security requested by AMNorman for payment of the Services still to be delivered, and AMNorman may suspend performance thereof as long as the security has not been provided.
6.5. Unless otherwise stipulated, any set-off by the Client is excluded.
6.6. In the event of non-payment of invoices by the due date, the amounts owed shall, automatically and without prior notice of default, be increased by a fixed compensation set at 10 (ten) % of all outstanding amounts, with a minimum of EUR 125.00. In addition, unpaid invoices shall, automatically and without prior notice of default, accrue late payment interest as provided for in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. This interest is calculated from the due date until the date of full payment.
6.7. In the event of late payment of an invoice:
- all costs, the out-of-court collection of the invoice, as well as the costs of legal proceedings and enforcement, shall be borne by the Client;
- all not-yet-due claims against the Client shall become immediately due, demandable and payable; and
- AMNorman has the right to suspend all its Services towards the Client without prior notice.
6.8. AMNorman may at any time set off any existing or future claim, on whatever grounds, against any sum owed to the Client, on whatever grounds. The Client is not entitled to set-off or to suspension of a payment.
7. Liability
7.1. Any liability that AMNorman may incur arises from a best-efforts obligation, which must be properly demonstrated by the Client.
7.2. To the maximum extent permitted by applicable law, AMNorman's total liability for an attributable failure to perform the Services is limited to compensation for direct damage up to ten times (10x) the amount invoiced (excluding VAT) for the performance of the specific Services that caused the damage, with a maximum of EUR 125,000.
7.3. If AMNorman's provision of services extends over several years, AMNorman's maximum liability for compensation of direct damage may be limited to the value of the amounts invoiced (excluding VAT) for the performance of the Services during a period of twelve (12) months prior to the day on which the event causing the damage occurred. However, under no circumstances shall the total liability for all direct damage during the entire term of the Contract exceed the compensation paid by the Client for the specific Services (excluding VAT).
7.4. AMNorman can under no circumstances be held liable for the total or partial non-performance of the Services as a result of restrictions imposed by a competent authority.
7.5. The Client must notify AMNorman in writing of any event that may give rise to its liability, or of any harm suffered by the Client, as soon as possible and at the latest within fifteen (15) calendar days from the occurrence of such event or harm, or, at the very least, from the moment the Client became aware of it or could reasonably have become aware of it. This is all in order to enable AMNorman to establish the origin and causes of the damage within a useful period.
7.6 AMNorman shall under no circumstances be liable for: i. indirect, incidental or consequential damage, including, without limitation, financial or commercial losses, loss of profit, increase in overheads, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the Client's customers, disruption of planning, loss of anticipated profit, loss of capital, loss of customers, missed opportunities, loss of data, loss of benefits, corruption and loss of files resulting from the performance of the Services, ii. damage caused by an error or negligence on the part of the Client, iii. compensation for any damage caused by the use of the results of the Services, iv. damage resulting from the failure to implement (or have implemented) the recommendations formulated by AMNorman that are the outcome of the Services (Art. 4.4).
7.7. The limitations of liability as set out in these General Terms and Conditions shall not apply with regard to damage caused by an intentional and/or fraudulent fault by AMNorman.
7.8. The Parties exclude the application of Article 6.3, §2 of the (new) Belgian Civil Code. This means that the Client cannot in any way hold the director(s), the Contractors or any other auxiliary person of AMNorman liable on the basis of Article 6.3, §2 of the (new) Belgian Civil Code.
7.9. In the event of the supply of third-party Products, the Client also expressly acknowledges the warranty provisions in the general (licence) terms and conditions of the external supplier, which apply exclusively. The Client acknowledges that AMNorman cannot be held to any warranty obligations with regard to the third-party Products supplied.
8. Confidentiality
8.1. “Confidential Information” is defined as all information, in whatever form (oral, written, graphic, electronic, etc.), whether commercial, financial, technical or otherwise, exchanged between the Parties in connection with the Services. Information shall in any case be considered confidential if it is designated as such by the Parties.
8.2. The Parties and their staff undertake to treat as such any Confidential Information obtained on the occasion of the performance of the Services, and to do everything possible to maintain its confidential nature. In addition, the Parties may only use the Confidential Information in connection with this Contract. The Parties may not disclose Confidential Information to third parties without the written consent of the other Party.
8.3. This shall also apply after termination of the assignment and/or contract for a period of three (3) years, regardless of the reason for termination of the Contract.
8.4. AMNorman may include the Client in its client list, publish a brief description of the assignment, and use the Client's name and brand for advertising purposes and PR activities.
9. Intellectual property
9.1. Unless otherwise stated in the Offer, AMNORMAN grants the Client a limited, non-exclusive and non-transferable right of use with regard to the results of the Services it has performed, from the moment of full payment of all invoices. The Client shall only use the results of the Services in the manner prescribed by AMNORMAN. The risks associated with the Services delivered pass to the Client at the moment of delivery.
9.2. The reports prepared by AMNorman for the Client may, however, be copied or scanned in their entirety and unaltered for the purpose of storing them or forwarding the report to third parties.
10. Force Majeure
Neither Party is obliged to fulfil any obligation if prevented from doing so as a result of Force Majeure. If a situation of Force Majeure lasts longer than sixty (60) calendar days, each of the Parties has the right to terminate the Contract in writing. Whatever has already been performed under the Contract shall in that case be settled on a pro-rata basis, without the Parties otherwise owing each other anything.
11. Retention of title
11.1. The materials that AMNorman uses and/or leaves behind at the location where the contract is performed are and shall remain the exclusive property of AMNorman. If there is any doubt about this, the Client must provide express written proof that the Products in question were sold to it by AMNorman.
11.2. AMNorman retains ownership of the Products sold until full payment of the invoice. Until full payment for the Products, the Client shall not be able to dispose of the Products in any way, nor resell the Products, without the prior consent of AMNorman. The Client undertakes to notify AMNorman immediately by email, confirmed by registered letter, of any seizure that a third party might levy on the Products delivered.
11.3. In the absence of payment by the invoice due date, AMNorman may reclaim the Products at the Client's expense.
11.4. Rented Products remain the property of AMNorman and may not be encumbered or pledged by the Client. The Client shall offer the rented Products for return to AMNorman in the same condition at the end of the agreed rental period. The Client undertakes to use the rented Products solely for their normal intended purpose. The Client shall use and maintain the rented Products as a prudent person would, and shall, where applicable, strictly observe the instructions for use and maintenance schedules. The Client is liable for the loss of, and damage to, the rented Products, except in the case of intent or gross negligence on the part of the Service Provider or a person appointed by AMNorman.
12. Suspension, dissolution and termination
12.1. Without prejudice to its right to compensation, AMNorman may, at its own discretion, suspend performance of the Contract, or terminate the Contract automatically, without prior notice of default, without judicial intervention and with immediate effect, by the mere sending of a registered letter: i. in the event of non-payment by the Client, ii. in the event that the Client has applied for a payment deferral, or is in a state of bankruptcy, in the event of an unstable financial position, or if the Client is manifestly insolvent; iii. in the event of the dissolution and/or liquidation of the Client's company, iv. if executory and/or protective attachment is levied on all or part of the Client's property at the request of a creditor, or in the case of other executory or protective measures with regard to the Client's property; v. in the event of proof or serious suspicion of fraud committed by the Client; vi. if the Client refuses to provide the requested information or in the event the Client has provided inaccurate and/or false information.
12.2. Furthermore, each Party may terminate the Contract if the other Party commits a proven serious fault or material contractual breach and has not remedied it within a period of thirty (30) calendar days after being given notice of default by registered letter by the Party invoking the fault or breach. Extension of the aforementioned remedy period shall not be refused on unreasonable grounds if the defaulting Party has, during the thirty (30) calendar day remedy period, begun the remedy and continues it in all reasonableness and fairness.
12.3. AMNorman has the right to charge the Client for any costs arising as a result of a delay in the performance of the Services, in accordance with the rates agreed between the parties.
12.4. If the Client, for whatever reason, breaks off, discontinues or terminates the Contract without observing the aforementioned provisions, AMNorman has the right to demand the dissolution of the Contract or its performance. In addition, compensation is due equal to the invoicing that would normally have taken place until the end of the current Contract, with a minimum of three months' invoicing, without prejudice to AMNorman's right to demonstrate, by any legal means available, that the damage actually suffered is higher.
13. Cancellation and annulment of training courses
13.1. AMNorman is entitled to postpone, relocate (in terms of location) or cancel an Open Training in the event of unforeseen or unavoidable circumstances, or in the event of too few registrations. In that case, the Client may cancel the Contract free of charge within 2 working days of notification. Any invoices already paid by the Client shall, at its request, be refunded without any interest or other compensation.
13.2. If the registered person is unable to attend the Open Training, the Client may replace this person with a colleague at no extra cost charged by AMNorman, provided that the Client gives written confirmation and notification of the replacement's identity to AMNorman.
13.3. Up to 10 working days before the start date of the Open Training, the Client may cancel free of charge, provided written notice thereof is given to AMNorman.
13.4. Up to 3 working days before the start date of the Open Training, the Client may cancel upon payment of 50% of the price of the relevant Open Training as compensation to AMNorman. Less than 3 working days before the start date of the Open Training, the Client can no longer cancel and shall owe the full price of the relevant Open Training.
14. Non-solicitation of personnel
14.1. The Client, or other companies in which the Client holds an interest, is prohibited from soliciting any Contractors deployed by AMNorman or from making use of their services in any way whatsoever, except where AMNorman has given its prior written consent to do so. This prohibition applies during the term of the Contract and for a period of 12 months after termination.
14.2. Breach of this article shall automatically give rise to the payment of compensation to AMNorman equal to twice the gross annual salary or remuneration of the Contractor taken away from AMNorman. Such amount shall be payable on the date on which the Contractor was first engaged or on which his/her services were first used.
15. Protection of privacy
AMNorman processes the Client's personal data in accordance with European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (“GDPR”). The Client also declares to have taken note of AMNorman's Privacy Statement, which can be consulted on its Website. 16 NULLITY The nullity or invalidity of any provision of these General Terms and Conditions, or of part of any provision, shall not entail the nullity or invalidity of the entire General Terms and Conditions. In the event of the nullity or invalidity of a provision of these General Terms and Conditions, the provision concerned shall be replaced by a valid provision that approximates as closely as possible the original intention of the Parties. If a provision of these general terms and conditions is declared invalid or unenforceable, the remaining provisions of these General Terms and Conditions shall remain fully in force and enforceable.
17. Applicable law and competent courts
Belgian law applies to every Contract between AMNorman and the Client. The Parties undertake to make every effort to settle disputes arising from the interpretation and/or application of the Contract amicably. If no amicable settlement can be reached, the courts of the judicial district of Ghent shall have jurisdiction.
