General Terms & Conditions

Art. 1. Applicability

1. These General Terms and Conditions apply to all offers, assignments, and agreements of A&A Management BV, established in Wuustwezel, hereinafter referred to as A&A, insofar as they relate to the secondment of personnel to clients for the performance of work on behalf of these clients.
2. Any terms and agreements deviating from these General Terms and Conditions shall only be legally valid insofar as they have been  expressly confirmed in writing by A&A.

Art. 2 Definitions

1. "Seconded employee": any natural person who performs or will perform work for the client through A&A.
2. "Client": any natural or legal person who acquires personnel through A&A as referred
to in item 1.
3. "An assignment": the agreement between A&A and the client, on the basis of which an employee performs work on behalf of the client through A&A.

Art. 3 Offers

1. All offers from A&A are without obligation and revocable, unless expressly stated otherwise in writing.
2. The offers and quotations provided by A&A are exclusive of VAT.
3. The offer is based on the data provided by the client, unless expressly stated otherwise.

Art. 4 Selection

1. A&A selects the employee to be seconded based on the characteristics and competencies known to A&A of the available personnel on the one hand, and the information provided by the client to A&A regarding the work to be performed on the other hand.
2. If the employee does not meet the requirements set by the client, the client must notify

Art. 5 Liability

1. A&A accepts no liability whatsoever for damage or losses caused by employees seconded by A&A to third parties or the clients themselves. Nor is A&A liable for any commitments made by seconded employees, or which have otherwise arisen toward the client, whether with or without the client's consent, to third parties employed by the client, or to any other third party.
2. The client shall be liable and indemnify A&A against any claims by the seconded employee for compensation for damage suffered by the employee due to damage to property belonging to the employee and used in the context of the work assigned.
3. The client is obligated to ensure sufficient supervision and direction with regard to the work performed by the seconded employee.

Art.6 Safety and Liability

1. The client is obligated towards A&A to arrange and maintain the premises, tools, and equipment used for work, and to make arrangements and provide instructions regarding the work to be performed in such a way that the seconded employee is protected against danger to life, decency, and property, to the extent that can reasonably be required in relation to the nature of the work.
2. If these obligations are not fulfilled, the client shall be liable to compensate any damage suffered by the employee in the performance of his duties, unless the client proves that non-compliance was due to force majeure, or that the damage was largely
caused by gross negligence of the employee.
3. The client shall at all times indemnify A&A against any claims made against A&A due to the non-compliance with the above obligations.

Art. 7 Time Registration

1. The invoices of A&A are issued based on time registration forms lawfully signed for approval by the client, also referred to as work slips, purchase orders, or email orders, which are binding for the client.
2. In the event of a discrepancy between the work slip submitted to A&A and the copy retained by the client, the version submitted to A&A will be considered conclusive for the invoice, unless the client can prove that the discrepancy is not attributable to him.
3. The client is therefore required to ensure or have ensured that the number of hours worked, including overtime and actual incurred expenses (if any), are truthfully entered on the work slips.

Art. 8 Payments

1. The client is always required to pay the invoice submitted by A&A for seconded employees within 15 days after the invoice date, unless otherwise agreed between A&A and the client.
2. Only payments made directly to A&A are valid. Payments or advances given to seconded employees are prohibited, non-binding, and can never be grounds for settlement or debt discharge.
3. If the invoice is not paid within 15 or 30 days after sending, the client will owe a default interest of 3% per calendar month on the outstanding amount, calculated per full month, without notice of default.
4. A copy of the invoice sent by A&A serves as full proof of the interest owed and the date on which the interest calculation begins.
5. Complaints regarding the invoice must be submitted to A&A in writing within 8 days after the invoice date. After this period, complaints will no longer be considered and the client forfeits their rights.
6. All collection costs, including full legal costs both judicial and extrajudicial, are fully borne by the client. Extrajudicial collection fees are set at 20% of the principal amount if less than €3,000, and at 15% if €3,000 or more. This fee becomes payable immediately once legal assistance is invoked by A&A.
7. In case of non-payment, suspension of payment, request for suspension of payments, bankruptcy, liquidation of the client, or seizure, A&A shall have the right to cancel the assignment or the part yet to be carried out without judicial intervention and without being liable for any compensation, while still being entitled to claim damages for non-compliance and/or convert the assignment into a claim for substitute compensation.

Art. 9 Compensation in Case of Direct Employment of Seconded Employee

1. The client who wishes to enter into a direct employment relationship with a seconded employee must inform A&A in writing in advance and must properly terminate the assignment in accordance with Article 10.
2. If the client enters into a direct employment relationship with the seconded employee during or within three months after termination of the assignment, whether for themselves or through/for third parties, the client shall pay A&A a compensation of 40% of the last applicable rate for the employee for a three-month period. This amount is immediately and fully payable.
3. This article is without prejudice to Article 10, which states that an assignment continues until it is terminated in writing in accordance with that article.

Art. 10 Duration and Termination of the Assignment

1. The assignment can be agreed upon for a definite or indefinite period.
2. An assignment for an indefinite period may be terminated by the client with 60 days’ notice. Failure to comply with the agreed duration or notice period obligates the client to either extend the assignment by the required number of days or pay A&A compensation equal to 40% of the applicable rate for the period the employee would have continued working. Termination must be made in writing.

Art. 11 Overtime, Shift Work and Irregular Hours

1. Overtime applies when work is performed beyond the customary working hours in the relevant sector.
2. All work on Saturdays, Sundays, or public holidays is considered overtime.

Art.12 Tariff Adjustment

1. If, during the term of the assignment, the remuneration of a seconded employee increases due to changes in general regulations in the metal and technology sector or any legally mandated increase, A&A has the right to increase the tariff accordingly, and the client shall be obliged to pay the increased amount.

Art. 13 Force Majeure

1. Without prejudice to its rights, A&A has the right to suspend or dissolve the assignment in whole or in part if execution is hindered due to force majeure, by written notice and without being liable for compensation. The client remains obligated to pay for services already rendered and costs incurred.
2. Force majeure is defined as any circumstance beyond A&A’s control, even if foreseeable at the time of the agreement, that makes execution of the assignment unreasonable for A&A.

Art. 14 Liability

1. In case of negligence by A&A, only direct damages will be compensated. Consequential damages are never included.
2. A&A is not liable for damages suffered by the client or others caused by errors or omissions of third parties, including A&A staff, in the execution of the assignment.

Art. 15 Applicable Law and Jurisdiction

1. All agreements between A&A and the client to which these general conditions apply are governed exclusively by Belgian law.
2. The Vienna Sales Convention does not apply, nor do any other international regulations that may be excluded.
3. Only the civil court in the location of A&A's registered office has jurisdiction over disputes arising from such agreements, unless this is contrary to mandatory law. A&A reserves the right to deviate from this rule and apply statutory jurisdiction.