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 Crossroads Bank for Enterprises under number 0830.793.815, with its registered office at Kortrijksesteenweg 1121 bus 0202, 9051 Sint-Denijs-Westrem.
- “Services”: services provided by AMNorman, as described in the Offer, relating to training, advice and practical support concerning:
- Quality policy, food safety, certification and R&D;
- Development, implementation and execution of preventive and corrective integrated systems for quality policy, food safety, certification and R&D;
- Manufacture, 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, monitoring, expert assessment, findings, measurements and analyses relating to the above activities;
- Reporting on the above activities.
- “Offer”: the offer and/or quotation issued by AMNorman to the Client for the provision of Services, subject to these General Terms and Conditions.
- “Client”: any business that makes use of AMNorman’s Services.
- “Open Training Course”: a training course offered by AMNorman for which registration is possible through AMNorman’s website.
- “Agreement”: the agreement concluded between AMNorman and the Client at the time specified in Article 3, to which these General Terms and Conditions apply in full.
- “Force Majeure”: a situation in which the performance of the Agreement by either Party is prevented, wholly or partly, temporarily or otherwise, by circumstances beyond the control of the Party or Parties. The following are considered to constitute Force Majeure, without limitation: fire, war, terrorist attacks, adverse weather conditions, force majeure affecting AMNorman’s suppliers, defects in items, equipment, software or materials supplied by third parties whose use the Client has prescribed to AMNorman, government measures, disruption of internet, data network or telecommunications facilities, unavailability of third-party servers, strikes, unavailability of the Personnel and/or their equipment, general transport problems and power outages.
- “Party” or “Parties”: AMNorman and/or the Client, or both together.
- “Products”: all goods supplied by AMNorman to the Client for rental, sale or in support of the Services.
- “Personnel”: the individual or individuals engaged by AMNorman to perform the Services. Personnel may be employees or self-employed staff of AMNorman or Affiliated Companies, or subcontractors or consultants appointed by AMNorman who are directly or indirectly involved in providing the Services.
- “Affiliated Company” or “Affiliated Companies”: 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/en.
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, Agreements, performance of services 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 when the Agreement between the Client and AMNorman is concluded.
2.3. The Client’s general or specific terms and conditions do not apply unless otherwise agreed in writing in advance. Acceptance of a purchase order by AMNorman shall under no circumstances imply acceptance of any of the Client’s terms and conditions.
2.4. Provisions that depart from these General Terms and Conditions are binding only if expressly agreed between the Parties in writing.
2.5. Any provision of the General Terms and Conditions that is, by its nature, intended to survive termination of the Agreement shall survive such termination, including, among others, the provisions on confidentiality, non-solicitation and intellectual property rights.
3. Offer and formation of the Agreement
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 that information.
3.2. Only written Offers issued by AMNorman may be accepted by the Client.
3.3. The validity period of an Offer is stated in the Offer itself. If no validity period is stated, the Offer remains valid for thirty (30) days from the date on which it is submitted.
3.4. The Agreement is validly concluded only upon written acceptance or confirmation of the Offer by the Client. If, at the Client’s request, AMNorman processes the order stated in the Offer, or if the Client receives the Services and/or Products before the Agreement has been signed, processing the order and/or receiving the Services and/or Products shall constitute acceptance of these General Terms and Conditions.
3.5. If the Offer concerns an Open Training Course, the Client must submit its registration request for that course through the Website. These General Terms and Conditions also apply to registration for, participation in and payment for Open Training Courses and other training courses offered by AMNorman.
3.6. Additions to or departures from the accepted/confirmed Offer are binding only if the Parties have expressly agreed to them in writing.
4. Terms of performance
4.1. Unless otherwise agreed, AMNorman’s performance of the Agreement constitutes an obligation of means. AMNorman undertakes to perform the Agreement to the best of its judgement and ability, in accordance with applicable standards of good workmanship and using all available know-how and knowledge.
4.2. Unless expressly agreed otherwise in writing, deadlines are indicative only and are not binding. A delay in the delivery or performance of the Services shall under no circumstances give rise to cancellation of an order or any compensation, except in the event of wilful misconduct by 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, for example in the evening, at night, or on Saturdays, Sundays or public holidays, may result in additional charges (Article 5.5), unless the Client and AMNorman have expressly agreed in writing on a fixed price for the project or specific Service or training course.
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, completed or planned work. This report takes the form of a report containing recommendations on quality policy, food safety, certification and R&D that should be implemented by the Client.
4.5. AMNorman’s reports are prepared in the name of and on behalf of the Client. The Client must submit any comments on the reports within three (3) working days so that AMNorman can investigate them. AMNorman is not required to take late comments into account.
4.6. If, during the term of the Agreement, the substantive specifications for performing the Agreement change and require the Personnel to undertake additional training, the Client shall reimburse AMNorman for that 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 must meet all legal requirements, including, but not limited to, safety requirements. The Client indemnifies AMNorman against claims by third parties, including AMNorman’s Personnel, who suffer damage in the course of performing the Services as a result of the Client’s acts or omissions or unsafe conditions within the Client’s organisation. The Client shall inform the Personnel of the house rules and security rules applicable within its organisation before the Services begin. The Client undertakes to give AMNorman’s Personnel access to all facilities necessary to perform the Services properly, responsibly and safely. If permission or an access code is required to enter the location where AMNorman performs the work, the Client must provide AMNorman with proof of that permission or the necessary codes before the Services are performed.
4.8. AMNorman engages one or more members of Personnel to perform the Services. AMNorman reserves the right to decide which Personnel will be assigned to perform the Services and to replace them at its discretion during the term of the Services.
4.9. The Client undertakes to follow all instructions communicated to it by or on behalf of AMNorman in connection with the Services carefully, promptly and responsibly.
4.10. The Parties may agree that AMNorman will use the Client’s equipment in performing the Services. In that case, the Client undertakes to make that equipment available to the Personnel and guarantees its safety and conformity. AMNorman may also make equipment available to the Client in performing the Services. In that case, the Client acts as custodian of the equipment and is liable to AMNorman for theft, breakage or vandalism affecting it.
4.11. If the Personnel inform AMNorman of any unsafe conditions at the Client’s premises, AMNorman may carry out inspections during the performance of the Services. AMNorman shall inform the Client of such actions before the inspection.
4.12. Both Parties undertake to maintain appropriate and sufficient civil liability insurance with a recognised insurance company and to provide proof of such insurance at the other Party’s simple request.
5. Prices and price revision
5.1. The prices and costs of the Services are specified in the Offer. The price of third-party Products is also specified in the Offer. AMNorman is in all cases entitled to adjust these prices for third-party Products if this results from a price adjustment by the third party or external suppliers, or from exchange rate fluctuations.
5.2. AMNorman’s prices exclude VAT and any applicable taxes and/or duties.
5.3. Unless otherwise stated in the Offer, the price excludes travel time and/or travel expenses, incidental expenses and all other reasonable costs. All such costs are borne by the Client.
5.4. The Services provided by AMNorman may be invoiced on a time-and-materials basis or at a fixed price, as specified in the Offer.
5.5. If, at the Client’s request, the Services to be performed by AMNorman must take place outside AMNorman’s normal working hours (see Article 4.3), a surcharge of 125% for evening work, 150% on Saturdays and 200% on Sundays and public holidays may be charged, as applicable.
5.6. Where the Services are performed at a fixed price, they are invoiced on the basis of the fixed price specified in the Offer. Costs paid by AMNorman to third parties on the Client’s behalf are not covered by the fixed price for specific Services, including, but not limited to, the costs of any permits.
5.7. Services performed on a time-and-materials basis are charged by AMNorman at the end of the month, in billing units of each commenced period of fifteen (15) minutes, with a minimum of four (4) hours, unless otherwise agreed in the Offer. If the Client cancels scheduled on-site work late, meaning less than four (4) hours before it is due to start, two (2) hours will be charged.
5.8. AMNorman may adjust the prices for the Services, both fixed-price and time-and-materials Services, annually on 1 January based on the index used within Joint Committee 200 (PC200). This price revision is reflected in the invoices for the first quarter of the new year of cooperation.
5.9. If sudden fundamental changes in circumstances affect the agreed price, could not have been foreseen when the Offer was prepared and also disrupt the contractual balance, the Parties shall meet at the first request to agree on a fair adjustment to the Agreement. If the Parties fail to reach agreement within thirty (30) calendar days of the request to amend the Agreement, either Party may terminate the Agreement by sending a registered letter giving thirty (30) calendar days’ notice, without any compensation being due as a result.
5.10. The granting or non-granting of subsidies for the Services, or the revocation of previously approved subsidies by the relevant government authority, shall under no circumstances give rise to any price revision or any claim against AMNorman. The Client indemnifies AMNorman against any liability relating to the application for, acceptance or follow-up of any subsidies.
6. Invoicing and payment
6.1. Unless otherwise specified in the Offer, all AMNorman invoices are payable thirty (30) days after the invoice date.
6.2. If an invoice is not disputed within fifteen (15) days of the invoice date, the invoice and the Services specified in it shall be deemed to have been accepted by the Client.
6.3. AMNorman is permitted to issue electronic invoices.
6.4. If, in AMNorman’s opinion, the Client’s creditworthiness warrants it, AMNorman may, even after the Agreement has been concluded, require the Client to provide the security requested by AMNorman for payment of the Services still to be delivered, and may suspend performance of those Services until that security has been provided.
6.5. Unless otherwise specified, any set-off by the Client is excluded.
6.6. If invoices are not paid by the due date, the amounts due shall automatically and without prior notice of default be increased by fixed compensation of ten (10) per cent of all outstanding amounts, with a minimum of EUR 125.00. In addition, unpaid invoices shall automatically and without prior notice of default bear 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 payment in full.
6.7. In the event of late payment of an invoice:
- All costs, including the costs of out-of-court recovery of the invoice, legal proceedings and enforcement, shall be borne by the Client;
- All claims against the Client that have not yet fallen due shall become immediately due and payable; and
- AMNorman shall be entitled to suspend all its Services to the Client without prior notice.
6.8. AMNorman may at any time set off any existing or future claim, on whatever grounds, against any amount owed by AMNorman to the Client on whatever grounds. The Client is not entitled to set off or suspend any payment.
7. Liability
7.1. Any liability incurred by AMNorman arises from an obligation of means, breach of which must be duly demonstrated by the Client.
7.2. To the fullest 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 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 liability for compensation for direct damage shall not exceed the value of the amounts invoiced, excluding VAT, for performance of the Services during the twelve (12) months preceding the day on which the event causing the damage occurred. In no event shall total liability for all direct damage throughout the entire term of the Agreement exceed the fee paid by the Client for the specific Services, excluding VAT.
7.4. AMNorman shall under no circumstances be held liable for total or partial failure to perform 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 AMNorman’s liability, or any loss suffered by the Client, as soon as possible and no later than fifteen (15) calendar days after the event or loss arose, or at least after the time when the Client became aware of it or could reasonably have become aware of it. This is to enable AMNorman to determine the origin and causes of the damage within a reasonable time.
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, increased overheads, lost savings, reduced goodwill, loss due to business interruption, loss arising from claims by the Client’s customers, disruption of planning, loss of expected profit, loss of capital, loss of customers, lost opportunities, loss of data, loss of benefits, corruption and loss of files arising from performance of the Services; ii. damage caused by the Client’s fault or negligence; iii. compensation for any damage caused by use of the results of the Services; iv. damage resulting from failure to implement, or to arrange implementation of, AMNorman’s recommendations resulting from the Services (Article 4.4).
7.7. The limitations of liability set out in these General Terms and Conditions do not apply to damage caused by wilful misconduct and/or fraud on the part of AMNorman.
7.8. The Parties exclude the application of Article 6.3, paragraph 2, of the new Belgian Civil Code. This means that the Client may not in any way hold AMNorman’s directors, Personnel or any other auxiliary persons liable on the basis of Article 6.3, paragraph 2, of the new Belgian Civil Code.
7.9. Where third-party Products are supplied, the Client also expressly acknowledges the warranty provisions in the external supplier’s general terms and conditions or licence terms, which apply exclusively. The Client acknowledges that AMNorman cannot be bound by any warranty obligations concerning the third-party Products supplied.
8. Confidentiality
8.1. “Confidential Information” means all information, in any form, including oral, written, graphic or electronic form, whether commercial, financial, technical or otherwise, exchanged between the Parties in connection with the Services. Information is in any event deemed confidential if the Parties have designated it as such.
8.2. The Parties and their staff undertake to treat all Confidential Information obtained in the course of performing the Services as confidential and to make every effort to preserve its confidential nature. Furthermore, the Parties may use the Confidential Information only in connection with this Agreement. The Parties may not disclose Confidential Information to third parties without the other Party’s written consent.
8.3. This also applies after the assignment and/or Agreement has ended, for a period of three (3) years, regardless of the reason for termination of the Agreement.
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 trademark for publicity and public relations activities.
9. Intellectual property
9.1. Unless otherwise stated in the Offer, AMNorman grants the Client a limited, non-exclusive and non-transferable right to use the results of the Services it has performed, from the time all invoices have been paid in full. The Client shall use the results of the Services only in the manner prescribed by AMNorman. The risks associated with the Services delivered pass to the Client at the time of delivery.
9.2. Reports prepared by AMNorman for the Client may nevertheless be copied or scanned in their entirety and without alteration 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 it is prevented from doing so by Force Majeure. If a Force Majeure situation lasts longer than sixty (60) calendar days, either Party may terminate the Agreement in writing. Any performance already rendered under the Agreement shall in that case be settled proportionately, without either Party owing anything further to the other.
11. Retention of title
11.1. Equipment used by AMNorman in connection with the Agreement and/or left at the location where the Agreement is performed is and remains the exclusive property of AMNorman. In the event of any doubt, the Client must provide express written proof that AMNorman sold the Products concerned to it.
11.2. AMNorman retains ownership of the Products sold until the invoice has been paid in full. Until full payment for the Products, the Client may not dispose of or resell the Products in any way without AMNorman’s prior consent. The Client undertakes to notify AMNorman immediately by email, confirmed by registered letter, of any seizure that a third party may impose on the Products supplied.
11.3. If payment is not made by the invoice due date, AMNorman may recover 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. At the end of the agreed rental period, the Client shall make the rented Products available for collection by AMNorman in the same condition. The Client undertakes to use the rented Products only for their normal intended purpose. It shall use and maintain the rented Products with due care and, where applicable, strictly observe the instructions for use and maintenance intervals. The Client is liable for loss of and damage to the rented Products, except in the event of wilful misconduct or gross negligence on the part of the Service Provider or a person acting on AMNorman’s behalf.
12. Suspension, dissolution and termination
12.1. Without prejudice to its right to compensation, AMNorman may, at its discretion, suspend performance of the Agreement or dissolve the Agreement by operation of law, without notice of default, without court intervention and with immediate effect, merely by sending a registered letter: i. in the event of non-payment by the Client; ii. if the Client has requested a deferral of payment, is bankrupt, is in an unstable financial position or is manifestly insolvent; iii. if the Client’s company is dissolved and/or liquidated; iv. if an attachment is levied against all or part of the Client’s assets, whether for enforcement or preservation, at a creditor’s request, or if other enforcement or protective measures are taken against the Client; v. in the event of evidence or serious suspicions of fraud committed by the Client; vi. if the Client refuses to provide the requested information or has provided incorrect and/or false information.
12.2. Either Party may also terminate the Agreement if the other Party commits proven gross misconduct or a material contractual breach and fails to remedy it within thirty (30) calendar days after receiving notice of default by registered letter from the Party invoking that misconduct or breach. An extension of that remedy period shall not be refused on unreasonable grounds if, during the thirty (30) calendar-day remedy period, the defaulting Party has begun to remedy the breach and continues to do so reasonably and fairly.
12.3. AMNorman is entitled to charge the Client for costs arising from a delay in performance of the Services, at the rates agreed between the Parties.
12.4. If, for any reason, the Client breaks off, stops or terminates the Agreement without complying with the above provisions, AMNorman is entitled to demand dissolution or performance of the Agreement. Additional compensation shall be due equal to the amounts that would normally have been invoiced until the end of the current Agreement, with a minimum of three months’ invoicing, without prejudice to AMNorman’s right to prove, by any legally admissible means, that the loss actually suffered is higher.
13. Termination and cancellation of training courses
13.1. AMNorman is entitled to postpone, relocate or cancel an Open Training Course in the event of unforeseen or unavoidable circumstances or insufficient registrations. In that case, the Client may cancel the Agreement free of charge within two (2) working days of notification. Any invoices already paid by the Client will be refunded at its request, without interest or other compensation.
13.2. If the registered participant is unable to attend the Open Training Course, the Client may replace that person with a colleague without additional charges from AMNorman, provided that the Client confirms this in writing and notifies AMNorman of the replacement participant’s identity.
13.3. Up to ten (10) working days before the start date of the Open Training Course, the Client may cancel free of charge by notifying AMNorman in writing.
13.4. Up to three (3) working days before the start date of the Open Training Course, the Client may cancel subject to payment to AMNorman of 50% of the price of the relevant Open Training Course as compensation. Less than three (3) working days before the start date, the Client may no longer cancel and owes the full price of the relevant Open Training Course.
14. Non-solicitation of personnel
14.1. The Client and other businesses in which the Client holds an interest are prohibited from soliciting any Personnel engaged by AMNorman or otherwise making use of their services, unless AMNorman has given its prior written consent. This prohibition applies throughout the term of the Agreement and for twelve (12) months after its termination.
14.2. Breach of this Article automatically gives rise to compensation payable to AMNorman equal to twice the gross annual salary or remuneration of the member of Personnel taken away from AMNorman. This amount is payable on the date on which the member of Personnel is first engaged or their services are first used.
15. Protection of personal 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 that it has taken note of AMNorman’s Privacy Statement, which can be consulted on its Website.
16. Invalidity
The nullity or invalidity of any provision of these General Terms and Conditions, or any part of a provision, shall not render the General Terms and Conditions as a whole null or invalid. If a provision of these General Terms and Conditions is null or invalid, it shall be replaced by a valid provision that reflects the Parties’ original intention as closely as possible. If a provision of these General Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain fully valid and enforceable.
17. Applicable law and competent courts
Every Agreement between AMNorman and the Client is governed by Belgian law. The Parties undertake to endeavour to resolve amicably any disputes arising from the interpretation and/or performance of the Agreement. If no amicable settlement can be reached, the courts of the judicial district of Ghent shall have jurisdiction.
