1. For the purpose of these General Terms and Conditions the following definitions shall apply:
a) Client: the party commissioning the Assignment;
b) Meatpack Int.: Meatpack International, a Public limited company, Emiel Clauslaan, 95 box D, 9800 Deinze, RPR Gent, division Gent, business number 0767.675.618;
c) Assignment(s) or Agreement(s): agreement(s) or assignment(s) for which Meatpack Int. agrees to provide services to the Client.
d) Tasks: all tasks performed by Meatpack Int. in furtherance of the Assignment for the Client, including rendering goods and services.
2. All Assignments shall only be accepted and carried out by Meatpack Int.
1. These General Terms and Conditions are applicable to all legal relationships between Meatpack Int. and Client, by whatever name, by which Meatpack Int. binds itself/will bind itself to perform Tasks for the Client.
2. No deviation from these General Terms and Conditions is allowed, unless explicitly agreed to in writing. Meatpack Int. does not accept the applicability of the Client’s own general terms and conditions.
1. The Agreement shall go into effect at the moment that Client confirms the Assignment (orally, in writing, electronically or through silence), or at the moment that Tasks are initiated by Meatpack Int.
2. The Agreement shall replace all previous proposals, correspondence, agreements or other communication, whether orally or in writing, electronically or otherwise.
3. The Agreement shall be entered into for an indefinite period of time, unless it ensues from the content, nature or purpose of the given Assignment that it is entered into for a limited period of time.
1. Meatpack Int. shall make every effort to carry out the Assignment with the required precision and expertise.
2. If Meatpack Int. provides services or other performances outside of the content or scope of the Agreement, upon request or with prior approval of the Client, Client shall be responsible for payment of these services or performances.
1. Meatpack Int. reserves all rights with regards to everything developed by Meatpack Int., before or after execution of the Tasks, including computer programs, system designs, work methods, advice, (model)contracts and all other intellectual products from Meatpack Int. .
2. Client is explicitly banned from copying, making public, or exploiting any such products.
1. Meatpack Int. shall state a fee for its activities, which shall be based on (a) an hourly rate and the time spent carrying out the Assignment, additional costs (including but not limited to transport expenses, publication costs, out-of-pocket expenses as well as the costs and expenses incurred directly through contracts with third persons which are necessary to execute the Tasks), as well as an amount to cover costs which are not allocated directly to the Tasks, or (b) a fixed rate for the Tasks and the aforementioned additional costs. Meatpack Int. shall be entitled to modify the hourly rate and the applicable fees at any time. An overview of the hourly rate and fees can be obtained upon request.
2. Payment of the fee to Meatpack Int. is not dependent on the results of the Tasks performed. The fees invoiced by Meatpack Int. may deviate from prior estimates or offers. If factual circumstances by which Meatpack Int. is confronted are irreconcilable with the underlying assumptions on which the estimate of its fee is based, or if other circumstances occur over which Meatpack Int. has no control, requiring performances additional to those on which Meatpack Int. based its fee, then Meatpack Int. may adjust its fee as necessary, also at a flat rate.
3. Meatpack Int. shall be entitled to request payment of an advance of the fee from the Client. When this advance has been depleted, a new advance may be requested. Meatpack Int. retains the right to await initiation of the Tasks until such time as the invoiced advancement is paid. In the event Meatpack Int. does not request an advance payment and invoices its performances after execution, it thereby does not waive its right to execute performances on the basis of advance payments.
4. All rates are excluding VAT and other charges that may be imposed by the competent authorities.
1. Amounts payable by Client to Meatpack Int. shall be made within thirty (30) days from the date of the invoice. Payment shall be made in the currency used in the invoice and by transfer to the bank account indicated by Meatpack Int. Client does not have the right to settlement, discount or suspension.
2. If any payment is outstanding on the due date, all amounts due shall automatically and without any prior notice yield an interest rate of 12% per year, and the invoice amounts shall be increased by 10%, however with a minimum of two hundred fifty euro (€ 250,00), automatically and without any prior notice.
3. In the event that the Client fails to pay an invoice by the date due, Meatpack Int. shall, without prior notice, be entitled to suspend the further execution of the Agreement. In this case, Meatpack Int. shall likewise be entitled to demand that the Client post an advance or a security as a guarantee for any and all future Assignments. Without prejudice to these provisions, all sums that are owed by the Client to Meatpack Int. for any reason whatsoever shall become immediately claimable.
4. In the event an Assignment is commissioned jointly by several Clients, all Clients shall be jointly and severally liable for payment of the whole amount of the invoice.
1. Complaints with regard to the work performed and/or the invoice amount shall immediately, and in any case within fourteen days of the invoice date, be made in writing to Meatpack Int. Complaints with regard to shortcomings must, in any case, be made to Meatpack Int. in writing within fourteen days of being detected, provided that the Client proves that he could not reasonably have detected them earlier.
2. Complaints as referred to in the first paragraph do not release the Client from his payment obligation. In no case shall the Client, on the grounds of a complaint with regard to a certain service, be entitled to postpone payment of or refuse to pay for other services provided by Meatpack Int. which are not the object of the complaint.
3. The payment obligation for Client regarding the fees as well as extra services and costs, are fully due and payable at the moment of termination of the Agreement.
1. Meatpack Int. shall execute its Tasks to the best of its ability, with all the due care and expertise that may be expected from Meatpack Int.
2. Meatpack Int. is only liable for damages resulting from a serious or deliberate error by Meatpack Int. If an error is made due to incorrect or incomplete information provided by the Client to Meatpack Int., then Meatpack Int. shall not be held liable for any damages caused thereby.
3. Meatpack Int. shall only be liable to the extent that a serious or deliberate error is committed by it. To the extent that Meatpack Int. depends on the cooperation, services and deliveries of third parties for the execution of the Assignment, it can by no means be held liable for any damages whatsoever resulting from their errors, including serious and deliberate errors. As such, Meatpack Int. shall not be held liable for possible minor or slight errors.
4. Meatpack Int. shall not be liable for any non-pecuniary, indirect or consequential losses, including but not limited to data loss, loss of earnings, personnel expenses, loss of an opportunity, complaints from third parties and attorneys’ fees. Meatpack Int. shall not be liable for damages to third parties and is not under the obligation to indemnify the Client against possible claims from third parties. However, the Client shall indemnify Meatpack Int. against third party claims.
5. The liability to which Meatpack Int. may be held vis-à-vis the Client and third parties, is, in relevant case, never higher than the amount for which cover is provided by the (professional) liability insurance carried by Meatpack Int. The (professional) liability insurance policies are available at Meatpack Int.’s registered office
6. The limitation of liability as referenced in paragraphs 5 applies fully and without restriction (a) in the event of liability to multiple Clients;
(b) to all liability that may be/is directed towards all persons, partners, managers and/or selfemployed persons connected to Meatpack Int.
7. In the event that two or more claims stem forth from one and the same error, they will be considered to be one claim and the liability will as such be limited to the highest amount of the amounts applicable to the Assignment at issue.
8. Client agrees to refrain from filing any and all liability claims stemming from or relating to the Agreement, whether on a contractual or outside-of-contract basis, against one of the partners, managers, employees, or commissioners of Meatpack Int. . The previous does not apply to any liability which may not be excluded in accordance with Belgian Law.
If and insofar as any of the provisions, in whole or in part, cannot be enforced on the grounds of reasonableness and fairness or because it has unreasonable adverse effects, the provision in question shall be construed to have a meaning as similar as possible, with regards content as well as purpose, so that it can thus be enforced.
If these General Terms and Conditions and a written Agreement between the Client and Meatpack Int. contain mutually conflicting conditions, those contained in such written Agreement shall prevail.
1. All Agreements between the Client and Meatpack Int. shall be governed by Belgian law.
2. Unless the parties explicitly agree otherwise in writing, all disputes relating to the Agreement(s) between the Client and Meatpack Int. shall be settled by the qualifying judge at the place of establishment of Meatpack Int.'s registered office.