GENERAL TERMS AND CONDITIONS

1. Scope of application

The present general sales terms and conditions are applicable to all requests of the client to the Kronos Group and to all our sales contracts, including all accessory services. In the absence of written acceptance by Kronos Group, these general sales terms and conditions exclude all general and special purchase conditions of the client. No deviation from these general sales conditions shall be admitted without written confirmation from Kronos Group. Unless proven otherwise, the client acknowledges having received a copy of these general sales terms and conditions.

2. Prices and payment

Unless otherwise agreed, our prices are exclusive of VAT. The sale price is the price indicated on our current price lists as included in the commercial offers sent to the customer or as indicated on the day the sale is concluded or the order is placed.
Unless otherwise agreed, all our invoices are payable in euros within 30 days of the invoice date. Any complaint related to the invoice must be notified to Kronos Group within 15 days of receipt at the latest, failing which the complaint will not be taken into account.
In the event of non-payment of any invoice on the due date, the client shall owe Kronos Group, ipso jure and without prior notice of default, interest equal to the rate mentioned in article 5 of the law of 2 August 2002 on combating late payment in commercial transactions.

Furthermore, in the event of judicial collection of any invoice, the client shall also be liable for reasonable collection costs, such as legal costs and internal management costs, which would exceed the amount of this fixed compensation.

In the event that the principal fails to meet a single payment deadline for any reason whatsoever, all subsequent payments shall be made when the order is placed.

3. Delivery of services

Unless otherwise stated, the delivery of the services will take place from the premises of Kronos Group located at Avenue Louise, 350 1050 Brussels.

Within the framework of the “Task Force” mission, a single coordinator will be appointed by each of the parties to ensure daily reporting on progress. Point 6 of these general terms and conditions does not apply to “Task Force” missions. The client may terminate the delivery of the services at any time and will pay for the delivered services on a pro rata basis.

4. Intellectual Property

All intellectual property rights belonging to one of the Parties prior to the conclusion of this Framework Agreement shall remain the property of that Party.
The intellectual property relating to the “Deliverables” is the exclusive property of Kronos Group.
In the event of non-compliance, the client shall be liable to pay a fixed compensation of €25,000 per observed infringement.

“Deliverables” means the result of the Services to be delivered by Kronos Group (or one of its subcontractors) in accordance with the Mission.

5. Mission expenses

The price of the consultant is for the intellectual service. Not included in the price are all travel, telephone, copying or other costs necessary for the smooth running of the mission.

6. Force majeure

The occurrence of any event, such as, in particular, any interruption in production, transport or delivery, strikes, lock-outs, embargoes, wars, terrorist attacks or the consequences of attacks, shortage of raw materials, epidemics, bad weather and more generally, any event of a similar nature affecting the parties or their suppliers and delaying or rendering the performance of their respective obligations impossible, shall suspend the performance of their respective obligations. The party invoking such an event shall notify the other party as soon as possible of the proof of its occurrence.

The execution of its obligations shall be suspended until notification of the end of the event, provided that neither party may claim any compensation from the other party. The parties will make every effort to limit the difficulties and/or damages caused. If the force majeure lasts for more than 60 days, the parties will do their utmost to renegotiate the later execution of the sales contract. If no agreement is reached, either party has the right to terminate this agreement by informing the other party.

7. Subcontracting and assignment

Kronos Group may subcontract all or part of the execution of the sale to a third party without the prior written consent of the client. Kronos Group may transfer all or part of the sale to a third party without the prior written consent of the client.

8. Gentleman agreement

The client will not directly or indirectly contact the various consultants presented by the Kronos Group. The client acknowledges that any consultant proposed by Kronos Group who will be active on behalf of the client, whether directly or indirectly, will be invoiced by Kronos Group.

9. Non-employment

During the duration of the services and for twelve (12) months after its expiry or early termination, the client may not directly or indirectly ask an employee or collaborator who works for Kronos Group to enter into his service or to hire him.

In case of violation of this article and without prejudice to the right of the Party concerned to compensation for the damage actually incurred, the client shall be liable to pay a compensation equal to the contractual price with a minimum of €25,000.

10. Applicable law and jurisdiction

These general conditions are subject to Belgian law, even in the event of a guarantee claim. The competent court is the Commercial Court of Brussels. Any dispute shall be settled in French.