General Terms and Conditions of Performance

1. Scope of application and terminology

1.1. The present Terms and Conditions govern all Orders for works orservices placed by SPIE Belgium, its branch offices and its subsidiariesand, when these companies are pen-holders thereof, the joint ventures,temporary companies and consortiums they are party to (hereinafterreferred to as the ‘Order’).

1.2. The principal is designated as the ‘Company’ and the party whomthe Order is addressed to as the ‘Contractor’. When the Order relatesto the performance of works or services assigned to the Company by athird party (hereinafter referred to as the ‘Client’), the Contractor shalltake on the capacity of subcontractor. The Order of the Client to theCompany shall be referred to as the ‘Main Contract’.

1.3. When the Order covers goods as well as works, the Order shall begoverned both by the present General Terms and Conditions ofPerformance and by the Company’s General Terms and Conditions ofPurchase. In all cases, the Order shall continue to remain a workscontract.

1.4. The place of performance of the Order shall be designated as the‘Site’.

2. Conditions governing the Order

2.1. The Order is governed by the terms and conditions that arerecorded either in an order form and its annexes addressed toContractor, or in a contract signed by the two parties. In addition, allOrders and their annexes are governed by the present General Termsand Conditions. The order form or the contract and the present GeneralTerms and Conditions combine to make up an indivisible whole.

2.2. If the Order concerns a subcontract, the technical andadministrative requirements of the Main Contract and its annexes shallequally apply thereto (‘back to back’). In such cases, the Order shall beperformed in compliance with all the technical clauses governing theMain Contract (with the inclusion of the plans, documents, guaranteeobligations and service performance requirements, etc.) as well as theadministrative, general and specific clauses governing the MainContract, with the sole exception of the provisions that are specific tothe Main Contract, such as the prices and sureties. Unless otherwisespecified, the penalties stated in the Main Contract in percentage ratesof the price shall be calculated over the price of the Order. TheContractor is deemed to be fully aware of the clauses of the MainContract, having been in a position to examine said clauses and to haveduly taken these into account in compiling his offer. He herebydischarges the Company from reproducing said clauses in the Order.

2.3. In case of a contradiction between the terms as recorded in theorder form or the contract and the present General Terms andConditions, the order form or the contract shall prevail over the presentGeneral Terms and Conditions, and the entirety of these terms shallprevail over the terms and conditions of the Main Contract.

2.4. All Orders shall be performed in compliance with the applicablenational and international technical standards as well as with due regardto the best practices and the latest state of the art.

2.5. All Orders shall be established exclusively in compliance with theaforesaid terms and conditions, to the exclusion of the General orSpecific Terms and Conditions of the Contractor, even if the latter’sterms and conditions stipulate that they alone apply, the Contractorshall be deemed to waive any such application. If the Order mentions orreferences an offer from the Contractor, any such reference shall merelyserve an indicative purpose and not alter the hierarchy of the terms andconditions as defined above.

3. Formation of the Order

3.1. All Orders and any amendments thereto must be drawn up inwriting, duly signed by the Company’s authorised representatives. TheCompany shall acknowledge no verbal orders.

3.2. If the Order is placed using a Company order form, the Companyshall not be bound by any such order until after having received awritten confirmation, without reservations, from the Contractor. Saidconfirmation automatically extends to include the annexes specified inthe order form or the documents attached thereto. The late return ofthe confirmation shall have no impact on the lead times. The failure ofthe Company to respond to the reservations expressed in theacknowledgement of delivery of the Order may not be interpreted as atacit agreement to any such reservations on his part. It is incumbent onthe Contactor to obtain the Company’s express agreement over saidreservations. Any reservations are to be served on the Company inwriting within eight days after the order form was sent. Any suchreservations must be explicit and detailed. The remarks put forward inthe form of an ‘order confirmation’ referring to the terms andconditions of the Contractor or of the global referral thereto shall beconsidered null and void. Beyond this time limit, the Order shall beconsidered to have been unreservedly accepted.

3.3. If performance of the Order were to be embarked upon before theCompany is in possession of the acknowledgement of delivery, forexample in the way of an invoice or a service performance, theContractor shall be deemed to have irrefutably tacitly accepted theprovisions of the order form in their entirety.

3.4. These terms and conditions as well as the Terms and Conditions ofPurchase are available to be consulted on the Company’s website. Assuch, the Contractor confirms to be fully aware thereof, to have takenthese into account in compiling his offer and to accept them.

3.5. The Contractor warrants the Company that on the date ofestablishment of the Order:
- he does not in any way find himself in a situation of exclusion asprovided for by the regulations on public procurement contracts ifthese should apply or the specifications governing the MainContract;
- he holds all the technical capacities and notably authorisations,approvals and clearances;
- he has no tax debts or debts with the social security institutions orthe Inland Revenue Service as a result of which joint and severalliability might exist on his part or a withholding duty might beimposed on him by law and he knows of no reasons which wouldsee any such debts arise and remain unpaid in the future;
- he is not involved into any legal dispute likely to have a negativeimpact on the circumstances of the performance of the MainContract and/of the Order;
- he has committed no act likely to skew competitive bidding or theconditions of the Order, including the price;
- he is not in any way being prosecuted for reasons of alleged failureto observe applicable environmental as well as health & safety andhygiene regulations vis-à-vis his employees.
He undertakes to maintain this situation throughout the entire durationof the Order.

4. Subject of the Order

The services that are the subject of the Order are described in the orderform or the contract, including its annexes. The Order covers all goods,works and services stipulated therein as well as all goods and worksdirectly or indirectly relating thereto, even if these have not beenexpressly specified, so as to ensure the consummate performance of theOrder and for the performance of the subject of the Order, if it relatesto a good/property to be installed or implemented, either ready to be used, including all necessary or useful appurtenances, in compliancewith its intended purpose and ready for optimum operation. TheContractor shall put in place all necessary steps to ensure the abovewhich stands as an obligation to achieve a given result. He guaranteesdue conformity of the services rendered by him with the requirementsset out in the Main Contract.

5. Representation of the Contractor on Site

If the performance of the Order requires the on-Site presence of a teamof workers of the Contractor, the latter shall assign a member of his staffwho will be charged with the co-ordination of the works (hereinafterreferred to as he ‘Principal Agent’). The Principal Agent shall beauthorised to receive all notices relating to the site policy on behalf ofthe Contractor. He shall exercise the authority of the Contractor and thesupervision over all other agents of the Contractor and all persons actingon the latter’s behalf, including the Contractor’ssubcontractors. Contractor

6. Contractor’s employees

6.1. For the purpose of the performance of the Order, the Contractorundertakes to select and only use employees who have the appropriatequalifications and aptitudes required for the type of works to beperformed. In order to guarantee good coordination and safety on site,the Contractor is obliged to provide personnel who are fluent in Dutchor French, or at least one person with a command of one of theselanguages per group of workers.

6.2. The Contractor employees shall perform the assignment under themanagement, the authority and the supervision of the sole Contractor,remaining entirely subordinate to the latter, without any subordinaterelation to the Company.

6.3. The Contractor shall enter into the necessary insurances incompliance with the legal requirements to cover his employees againstaccidents (see art. 15).

6.4. The Company reserves the right at any point in time and specificallyupon receipt of a complaint filed by an agent of the Contractor, tosuspend payments until the Company has been given due assurance,through the presentation of the relevant social security documents, thatthe remuneration owed to the Contractor employees, as well as thesocial security contributions and the advance tax payments relatingthereto, have been remitted in good order on a regular basis.

6.5. The Contractor can be put in default by the Company at all timesfor:- the lack of appropriate qualifications held by the employeesdeployed;- the repeated errors by an agent in the performance of his duties;- the conduct of an agent deemed harmful to the good relationsbetween the parties present at the Site;- the unjustified change of staff assigned to perform the Order.

6.6. In such an event, the Contractor undertakes to remedy theaforementioned facts and to immediately replace the agent(s)concerned by (an) agent(s) holding the required qualifications. If theOrder is remunerated on the basis of the amount of time performed, hehereby accepts he will not be remunerated for the services performedby or for the amount of time performed by said agent(s) who have beenreplaced since the first working day after the complaint was sent. Byway of exception to the above rule, the Company may demand theimmediate withdrawal and non-billing of an agent of the Contractor inserious and/or urgent cases such as for reasons of serious breach of thehealth & safety and hygiene regulations, unacceptable conduct, etc.without the Company being required to justify itself for any suchdemand..

6.7. The Contractor agents shall carry a valid identity card. In addition,they shall carry a valid social security identity card and a valid workpermit if said documents are required by law or under the specificationsgoverning the Order. If required, they shall also carry a valid intra-European secondment certificate as well as a copy of the Limosastatement.The Contractor shall provide the Company with a copy ofsaid certificates on the first working day of the worker concerned at the Site.

6.8. The above provisions also apply to the staff of the subcontractorswhose services have been commissioned by the Contractor. The lattershall make sure, at his own responsibility, that these provisions are dulyobserved by said subcontractors and their staff.

6.9. Before enter the Site, the Contractor shall take all necessary stepsfor the daily registration of presence of all natural persons according toart. 31bis of the Law about well-being of 4 August 1996. The Contractorshall therefore use the available apparatus or do it it by its own. He shallindemnify SPIE in case of infringement. If this is a construction site undera public contract and if there is no obligation to register attendance onsite, the Contractor will keep an up-to-date list of personal name, firstname, date of birth, occupation, qualification and actual working hoursper day

6.10. The Contractor has knowledge of the legal obligations applicablein Belgium in relation to salary protection and minimum wages. Theseinformations can be find on websiteswww.salaireminimum.be/www.minimumloon.be etwww.emploi.belgique.be/www.werk.belgië.be of the Federal PublicService Employment, Labour ans Social dialogue. The Contractor willcommunicate these informations to each of its subcontractors. Hecommits itself to pay all salaries to its workers and in time and also inthe future.

7. Health & safety and accident prevention

7.1. The following shall apply to the Order to the full extent:
- all of the statutory and regulatory requirements in the area ofhealth & safety, hygiene and the welfare of workers, the workequipment and the personal and collective protective equipment.
- the specific health & safety provisions imposed by the Client and,where applicable, by the Health & Safety Officers assigned by himor the project managers of the Site.
- the specific health & safety provisions imposed by the Company,with specific reference to those included in his Health, Safety andEnvironment Plan for the Site (“HSEP”) or communicated by theCompany.
The Contractor undertakes to act in compliance with the above rulesand to guarantee compliance therewith by his staff and hissubcontractors.

7.2. The risks resulting from the Company’s activities to the health &safety of the workers of the external companies are specified in the HSPthat is to be established for the Site. Said plan, a copy of which shall beprovided on request, shall be available on-Site where all supplementaryinformation shall be kept on for the benefit of the Contractor.

7.3. In case no HSP has been established, the Contractor shallcompulsory get in touch with the Company’s Health & Safety Manageror Site Manager before commencement of the works in order to obtainfrom them all relevant information.

7.4. Before commencement of the works, and normally speaking at leasteight days before works start, the Contractor shall provide the SiteManager with every useful information to enable due assessment of therisks involved in his activities to the health & safety of his staff, theCompany’s staff and the staff of any third parties.

7.5. This information is to specifically detail:
- the risks specific to the
- Contractor activities;
- the human and material resources to be deployed by the latter;
- the precautions he will be putting in place so as to comply with thehealth & safety provisions set out above;
- the identity of the Health & Safety Manager on-Site and theprevention advisor.

7.6. This information is to be presented in writing. For Sites of very shortduration and with low manpower deployment, or for urgentinterventions, the information may be communicated face to face andon-Site registered.

7.7. For interventions of an identical technical nature, only a singledescription note detailing the risks and precautions is to be provided toor reference may be made to an HSP that was previously communicatedfor a different Site, without such forbearance exempting the Contractorfrom the duty to assess the risks specific to the Site concerned on a case-by-case basis.

7.8. The Contractor shall inform the Company without delay of any newelements he is aware of and which are likely to impact on health &safety and hygiene during the performance of his assignment. He shalllend his active collaboration to the required co-ordination if severalcompanies are concurrently operating at the same Site.

7.9. Before commencement of the Works, the Contractor shall berequired to be fully aware of the statutory health & safety regulationsand obligations and/or specific regulations and obligations as includedor referenced in the Health & Safety Plans. He undertakes to act incompliance and to guarantee due compliance therewith by his workersand his subcontractors, if any.

7.10. In response to the Company’s request, he shall confirm the abovein writing and may be invited to declare on his honour that he hasreceived the appropriate health & safety and hygiene training andfurnished likewise to his workers and to never have been prosecuted forreasons of failure to observe applicable health & safety and hygieneregulations vis-à-vis his employees.

7.11. The Contractor shall assign a Health & Safety Manager, dulyauthorised to receive all health & safety instructions and to guaranteedue compliance therewith by the staff seconded on-Site by himself orhis subcontractors, if any. The identity of said manager is to becommunicated to the Site Manager. Failing such communication, thePrincipal Agent shall assume the health & safety-related duties andresponsibilities for all of the Contractor’s employees and those of hissubcontractors, if any.

7.12 The Contractor undertakes to ensure that its staff will attend allmeetings organized on safety matters throughout the work.

7.13. In the event the Contractor fails to comply with these obligations,the Company shall be entitled, and after a prior notice of default wasineffective, to put in place all appropriate measures to re-establish therequired hygienic and health & safety conditions and to automaticallyput in place all and any other measures at the expenses of theContractor. In urgent situations or in case of grave danger, the priornotice of default shall be replaced by an announcement as soon aspossible. The Company shall be entitled to exclude the workers of theContractor and those of his subcontractors, if any, who fail to act incompliance with the health & safety requirements and to deny themaccess to the Site. The application by the Company of this option doesnot absolve the Contractor from his obligations.

7.14. In the event several companies are operating on Site at the sametime as the Contractor, it shall be incumbent on the latter :- to collaborate with these companies to put in place provisions inthe area of health & safety and hygiene;- to coordinate his activities with these companies with a view to theprevention and protection of occupational risks and accidents;- to concert with said companies on these risks and to inform theirrespective workers thereof.

7.15. The Contractor shall be required to act in compliance with allmeasures put in place by the Health & Safety Officers in conformity withthe statutory provisions relating to temporary and mobile Sites.

7.16. The Company reserves the right to charge the Contractor, at themarket price, for all individual health & safety implements andequipment made available to the Contractor’s employees or those of hissubcontractors due to their failing.

7.17. All vehicles, machines and equipment subject to technicalinspections by a notified body and used at the Site by the Contractorshall carry the compliant certificates and be equipped with the requiredhealth & safety appurtenances(including directional warning lights anda Nader bell sound signal where applicable).

7.18. The Contractor who calls on the services of a subcontractor for theperformance of the Order undertakes to include in his contract with saidsubcontractor provisions that are analogous with the above clauses andto warrant compliance therewith by any such subcontractors.

8. Specific provisions covering secondments

8.1 The Contractor who is seeking to use an employee to perform anOrder in Belgium who is to be seconded within the meaning of theBelgian Posting Act of 2 March 2002, is under obligation to submit thestatement of such a secondment on Site by e-mail at the websitehttp://www.limosa.be/ (hereinafter referred to as the ‘Limosastatement’) preceding to the employment, except if legally notrequired. The Contractor must also designate à liaison officer who mustbe in possession of all required social documents from each workerposted in Belgium.

8.2 The same duty rests on all persons without permanent residence inBelgium and who provide services in Belgium as self-employed workersfor account of the Company.

8.3 In the above cases, the Contractor shall be required to immediatelyrenew the statement or to make such a statement as soon as he deemsthat the statement made previously no longer reflects the true state ofevents (for example if the scheduled duration is exceeded or if there isa change in the place of performance) and/or that the conditions of theexemption are no longer met, all of which in such a way that the Limosastatement is truthful and valid upon the expiry of these circumstances.

8.4 At the latest upon his arrival at the Site, the seconded or self-employed worker intended above is to present the Company (at theplace to be specified by the latter or, in default thereof, to the Site’sadministrative manager) with the acknowledgement of delivery of theLimosa statement relating to the service he will be providing and handover the Company a copy of this acknowledgement of delivery as wellas a copy of his identity card or any other document establishing hisidentity. Said copies shall be kept on file by the Company.

8.5 The Company shall be entitled to deny any person access to the Site.For whom the Company may reasonably presume a Limosa statementto be required and who is unable to produce the documents intendedor who is unable to vindicate that he finds himself in one of the exceptedcircumstances listed by law. The Company shall be entitled to actlikewise vis-à-vis all persons for whom the time period covered by aLimosa statement has expired or for whom the conditions of exemptionhave ceased to be met.

8.6 The same obligations shall apply in the event the Contractor were tosubcontract the Order in full or in part (regardless of whether or notsubcontracting has been authorised) to a subcontractor who isintending to employ a seconded worker. In this case, it shall beincumbent on the Contractor to collect and provide the Company withthe records of proof intended above himself and for the Contractor tojointly comply with his subcontractor vis-à-vis the Company with allobligations arising from the regulations and the present document.

8.7 If such access is denied, the hours lost by the Contractor and thetravel expenses involved shall not be chargeable and shall not be paidby the Company. In addition, the Contractor shall compensate theCompany for all and any loss and consequences of this situation on theplanning and Site productivity.

8.8 Without being bound thereto, the Company shall (if it is authorisedto do so) be permitted to make the Limosa statement in the place andinstead of the Contractor. The fact that the Company has previouslysignalled the non -presentation of a -1 Limosa document Limosa -1 tothe authorities shall not prohibit him to deny access to the Site.

8.9 Any Contractor found to be in default of performing one the aboveobligations shall owe the Company automatically a fixed penalty fine of € 250 per worker per day of employment which should have beencovered by a Limosa statement. Moreover, he shall bear and reimbursethe Company for all and any fines and sanctions that may have beenimposed on the Company as a period penalty and repair the losssuffered by the latter in full.

8.10 The present provisions do not exempt the Contractor from hisobligation to furnish the Company with a valid intra-Europeansecondment certificate for each seconded worker when said certificatemust be able to be produced.

9. Deadlines and milestones

9.1 The Company considers the partial milestones and the globalperformance time as essential elements. Failure to comply with themilestones and/or the deadlines shall constitute a fundamental breachof the Order. If the Order is part of a Main Contract, the Contractorundertakes to perform the Order in observance of a work rate andwithin a time that is such so as to enable the Company to observe theplanning governing the Main Contract for the portion thussubcontracted.

9.2 In case of delay the Contractor can only invoke circumstances thathave all the characteristics of a case of force majeure and, insofar asnecessary, in the case of subcontracting, if these have been provided forunder the terms of the Main Contract and are recognised by the Client.In the latter case, the Contractor shall be given a deadline extension onlyif and in as much as the Client grants the Company the right to extendthe lead time on the grounds of the circumstances invoked by theContractor.

9.3 If the Contractor has not completed the services as specified in theOrder within the provided global execution time (and, where applicable,within the compulsory partial lead times), and unless there is questionof a case of force majeure or an extraneous cause duly recognised bythe Company, he shall be required by operation of law and by the sheerfact of the expiry of the time limit, to pay a fixed compensation. Thecalculation thereof is specified in the order form or the contract. In theevent where the order form or the contract should not specify any suchmethod of calculation, the compensation shall be equal to 0.2 % of thetotal amount of the Order per calender day of delay with a maximum of10% of said amount. The compensations are due, even if the Client doesnot charge Company any kind of fine. Said compensations can beautomatically deducted from all sums owed to the Contractor.

9.4 The Company expressly reserves the right to claim in addition all andany other direct and indirect damages that he might suffer from theContractor by general law.

9.5 If the delay is such so as to have an impact on the lead time of theperformance of the Main Contract, causing the Company to bear delayfines or other charges of compensations claimed by the Client, theContractor shall moreover, to the extent thereof be under obligation tocover vis-à-vis the Company payment of all and any fines, penalties,compensations and interests calculated by the Client, in response tosimple notice by the Company.

9.6 Upon justified request of the Company, the Contractor shall raise atits own costs the manpower on-Site if he deems the current manpowerassigned to be insufficient to meet with the requirements of theplanning in progress.

10. Engineering surveys and working drawings

10.1 Without prejudice to the more detailed requirements set out in theOrder, it is incumbent on the Contractor to obtain in timely fashion andat his own initiative the information and documents necessary for theaccomplishment of his survey. In the event he is not in possession of thenecessary details, it is incumbent on him to request said informationfrom the Company sufficiently ahead of time to if only to enable toconduct the necessary consultations.

10.2 It is incumbent on the Contractor to check all plans, drawings anddescriptions provided to him and to immediately advise the Companyof any errors, contradiction, omissions or incompatibilities with respectto the subject of the Order. The Contractor is responsible for themeasurements he has taken on-site. It is for him to make sure that theworks are performed on the basis of the last revised version of the plans.A ‘Master file’ shall be kept available by the Site manager to beconsulted on-Site.

10.3 The documents to be provided by the Contractor shall be drawn upand presented in a sufficient number of copies, in compliance with therequirements of the Main Contract. They are to be duly dated,numbered and signed.

10.4 All plans relating to the Order are to be drawn to scale, showingthe actual dimensions and the maxima of the constructions. They shalltake into account the possibilities and the space necessary to allow forthe passing of the other engineering techniques, in consideration of theinstructions issued by the Company or the Client. They shall specify allnecessary details such as : the supports, suspensions, dimensions of theconduits, piping and cabling, cable raceways, characteristics and makesof the materials to be used, etc.

10.5 As part of his engineering survey planning, the Contractor shalldraw up, in consultation with the Company, the list of the engineeringsurvey records to be submitted for approbation, that is to say the plans,design calculations, test reports, samples, inspections, technical factsheets of the pieces of equipment and the materials, etc. that shall berequired to be submitted for approbation. The pieces of equipment andmaterials that are part of this list must be approved before beingrepresented on the working drawings. The approval awarded for theserecords nowhere diminishes the liability of the Subcontractor.

10.6 All trials and analyses required or provided for in the Order and thetechnical reference documents are compulsory and at the charge of theContractor and, as such, included in the prices.

11. Miscellaneous terms and conditions of performance

11.1 The Company is entitled to have the quality of the materials used,the application thereof and the progress status of the Order verified atany which stage. The fact that the Company has not availed itself of saidright or has not put forward any remarks shall not prevent theCompany’s right to refuse the supply of the goods or materials or theservice performance in due course. Moreover, the Company shall beentitled to order the termination and repel non-compliant in-processmaterials at all times.

11.2 If the Order involves the supply of materials, such materials shallbe new and accompanied with certificates of conformity and/ortechnical acceptance certificates as required by law or the Order,assembly, operating and maintenance instructions and the specificrelated health & safety requirements. These manuals are to be drawnup in the language specified in the order form or the contract as well asin French and Dutch as a standard requirement.

11.3 The Contractor shall bring his own Site installations toaccommodate his staff and equipment. Unless otherwise agreed, theCompany shall not place any lifting or material handling equipment atthe disposal of the Contractor. If this were to be the case, theContractor shall assume sole responsibility for these operations as wellas for the equipment and save the Company harmless of all and anydamage.

11.4 The Contractor shall assume custody and the risks of his equipmentand of the goods supplied on- Site as well as of the goods and pieces ofequipment entrusted to him to be incorporated into the construction.He hereby waives all recourse against the Company or its staff. In caseof theft or damage, he shall save the Company and its staff harmlessagainst all third-party recourse.

11.5 At his expense, the Contractor shall see to it that his works are dulysealed off in timely fashion from those works which, because theydepend on other building trades, were unable to be completed aheadof the final finishing operations of his own works. The Contractor shallbear the costs of the openings/feed-throughs, sealings and repairsrelating to all fixations made necessary by his company or that are usefulto facilitate the performance of his works at his sole charge.

11.6 The Contractor shall bear the full cost of the scaffoldings he mayrequire, including the supply and hire, the installation and dismountingthereof. In the event he uses scaffoldings that are Company property,the Company cannot be held liable. The Contractor will be underobligation to keep any such scaffoldings in good condition andspecifically make sure the requirements imposed by the lessor and theinsurers are duly observed.

11.7 The Contractor shall systematically and fully remove from the Siteall waste, debris, rubble, packagings, etc. as well as all pieces ofequipment disassembled or replaced as part of the Order. If the wasteinvolved is classified waste, he shall act in compliance with theregulation and procedures applicable thereto. All costs relating theretoshall be deemed to have been included in the price. In the event theContractor fails to abide by the clean-up and removal obligations to theCompany’s satisfaction, the latter shall move to undertake said clean-up and removal operations, without prior notice of default. The labourcosts, haulage and tipping costs deriving therefrom for the Companyshall be charged to the Contractor.

11.8 The Contractor undertakes to engage excellent collaboration withthe other companies operating at the Site, under the authority and co-ordination of the Company. In this respect, he shall make sure that theway in which the engineering surveys and works to be handled by himare performed cannot cause the other companies operating at the Siteor the Company to act in non-compliance of their own contractualobligations and not engender supplementary costs or difficulties forthese companies. Where applicable, he shall bear such costs and resolvethese difficulties to the discharge of the Company.

11.9 The Contractor shall pay specific attention to the requirements andobligations in the areas of consultation and information that are to beobserved during the performance of works in the proximity of transportinstallations for gaseous products and any other underground conduitsor pieces of equipment. It is incumbent on him to make full inquiries inthis respect. He shall ensure that these requirements are met inappropriate and timely fashion, in such a way that the liability of theCompany is nowhere prejudiced.

11.10 For all groundwork or work involving the embedding of conduitsin trenches, the Contractor shall comply with the applicable standards,the rules of the state of the art and good practices, whether codified orotherwise, with specific reference to the consultation of the plans, theopening up and backfilling of the trenches dug, the use of mechanicalequipment, the depth and marking of the underground conduits, thestringing of the cables, the protection thereof, the radiuses of curvature,the minimum interspaces to be observed, specifically between conduitsas well as between the conduits and other networks, the rules ofadjacency between the networks and plants, the protection andsignposting of the Site, especially if on the public road, with theaforesaid serving as examples.

11.11 The on-Site use of mobile telecommunication devices isprohibited for drivers or operators of vehicles or pieces of equipment inoperation.

11.12 If the works of the Contractor are performed on or in theproximity of a public road that is accessible to the public, the Contractorshall be required to put in place signposting as required underapplicable regulations throughout the entire duration of the worksperformed by him.

11.13 In the event the Contractor should put up pieces of equipmenton-Site for which a statement or an operating licence or anenvironmental licence is required, it shall be incumbent on him tocomply with said obligations.

12. Amendments

12.1 The Contractor shall be obliged to perform in his Order allamendments, deletions and additions required by the Company.

12.2 The contract variations in plus or in minus resulting from such orderamendments shall be evaluated on the basis of the prices of the Orderand, in the event of subcontracting, in accordance with the criteriaapplied by the Client in the context of the Main Contract. If no identicalor comparable unit prices exist that allow such for such a valuation, theprices shall be determined by mutual agreement. A dispute over saidprices does not authorise the Contractor to suspend the performance ofthe amended orders. Only the quantities recognised by the Company(and, in case of a back-to-back contract, by the Client) shall be taken intoconsideration.

12.3 For Orders involving a unit price list, the differences between theestimated amount of the Order and the final price thereof attributableto the margin of the quantities implemented shall not constitutegrounds for any kind of compensation for the Contractor.

12.4 In case of amended orders the Contractor shall be required toadvise the Company in writing, stating grounds, of the impact of saidorders on the lead times within ten days of the order date. Further toinvestigation, an adapted lead time shall be specified by the Companyas and where applicable. Failing any such notice, the initial lead timesshall be presumed to remain sufficient.

13. Acceptance

13.1 Unless otherwise stated in the order form or the contract, theAcceptance of the Order (‘Acceptance’) shall be obtained on the samedate and in accordance with the same terms and conditions as theAcceptance of the Main Contract. With a view to the Acceptance,whether unique or provisional as the case may be, the Contractor shallclean up the results of his work and ready them for Acceptance. If heremains in default of doing so, in spite of a notice of default, theCompany shall automatically be authorised to perform these works atthe Contractor’s expense.

13.2 The Contractor undertakes to respond immediately to any remarksput forward as part of these Acceptance, in as much as these related toservices performed under the Order.

13.3 In no event shall the Contractor be permitted to invoke tacitacceptance. Nor can the taking into possession of the works, the usethereof, the absence of complaints during a certain length of time, orthe payment in full of the bills, be considered as approval or acceptance.

13.4 Until the time of the provisional Acceptance, the Contractor shallcharge himself with the on-Site maintenance, preservation, supervision,custody and safekeeping in good condition of all matters specified in theOrder, at his risk and peril. The measures for the protection againstdamage or theft and the insurance relating thereto shall be at his chargewith the Company waiving all liability in this respect.

13.5 The "as-built" record file shall be sent over by the Contractor intimely fashion in the format required under the terms of the Order and,where applicable, the Main Contract.

14. Technical guarantee

14.1 Unless otherwise agreed, the goods and works shall be guaranteedduring at least two years counting from the date of the ProvisionalAcceptance of the Order, to offer full and flawless operation, to fullycomply with the performance requirements as announced and to befree from defects, regardless of the nature or cause thereof. Amongstother elements, this guarantee also extends to include design defects,material defects, manufacturing or assembly defects and all inadequateperformance, even if it was impossible for the Contractor to be awarethereof. If no formal Acceptance is scheduled to take place, the one-year time period shall commence on the date of the operationalcommissioning of the installation. In no event shall the Contractor’sguarantee obligations be less than those of the Company resulting fromthe Main Contract.

14.2 The Contractor shall remedy, at his own expense, as swiftly aspossible, all and any of the flaws and defects as intended above to theOrder as established during the period of guarantee. If the flaw ordefect appears to be major or is felt to be likely to reoccur in the opinionof the Company, the latter shall be within its rights to either demandthe Contractor to replace the delivered work or to redo the defectivework and all supplies or analogous work likely to present the same flawor defect, involving the novation of the guarantee, or to cancel the portions of the Order concerned by letter sent by recorded delivery,involving the reimbursement of the price, net of the costs.

14.3 For the purpose of this agreement, the term replacement is to beunderstood not only as the material replacement of what has proven tobe defective but also the disassembly and transport expenses and allcosts relating thereto (customs clearance, tax, etc.), the assembly andthe recommissioning made necessary as a result of the replacement.

14.4 The Contractor shall remain liable for the excusable hidden defectsthroughout the time period specified under the article 1792 of the CivilCode.14.5 Unless otherwise stipulated, this time period as well as the ten-yearliability period shall take effect on the date of final Acceptance.

15. Liabilities and insurance

15.1 The Contractor shall assume full liability (including the ten-yearliability, product liability, if such is provided under the terms of theOrder or the Main Contract, liability as specified under article 3.101 ofthe Civil Code) for his works and goods, vis-à-vis the Company (in saidcase to be considered as a third party) as well as vis-à-vis the Client orthird parties. He shall be held liable for the slightest fault. He shall savethe Company harmless against all complaints from third parties andagainst all charges that might result therefrom (including legal defenceexpenses).In the event that the Contractor is sued on an extra-contractual basis forcompensation for damage caused by the non-performance of acontractual obligation, the Company will provide the Contractor withthe means of defence set out in the Contract with its Client.

15.2 The Contractor shall be required to take out, at his own expense,the insurances covering its liabilities.He shall at minimum take out following insurances :a) Third Party liability : covering his civil liability both during and aftercompletion of the works for a minimum of € 2,500,000 per accidentall losses combined. He shall provide proof of such insurance andpayment of the premiums throughout the entire duration of hisobligations deriving from the Order. The deductible shall not behigher than 10% of the loss or € 2,500 (the lowest amount shall beupheld). The insurer shall be required to undertake not to cancelthe policy without having informed the Company in observance ofa 30-day notice period, served by letter sent by recorded delivery.b) Workmen’s Compensation : according to the law. He shall provideand obtain the same of its insurer waiver of recourse in favour ofCompany, director, agents and personnel, and if required by theMain contract, any other person.If the Contractor neglects to provide in its insurance policies awaiver of recourse, he will guarantee the Company, the Customerand their respective insurers against all financial consequences dueto this negligence.

15.3 Moreover, the Contractor shall take out, at his own expense, allcompulsory insurance covers and these as specified in the order form orthe contract and, if relating to a subcontract, those set out under theterms of the Main Contract.

15.4 The deductibles amounts shall remain at the charge of theContractor.

15.5. The Contractor will subscribe his insurance policies with insurancecompanies of good reputation and established in the European Union.

15.6. In response to the Company’s request, the Contractor shall furnishthe certificates issued by his broker or the insurance company, incorroboration of the above.

15.7. The Contractor hereby confirms he shall duly comply with andwarrant compliance by his insurers with all waivers of recourseagreements which the Company was required to assent to vis-à-vis theClient.

16. Price

16.1 The prices and, where applicable, unit rates, are established in theorder form or the contract which specify the nature of the price : eithera fixed price or a lumpsum price, either involving a unit price list, eitheron direct labour basis, or on a reimbursement basis. If the price is alumpsum, said price shall establish, unless otherwise specified, arelative flat-rate amount (the change to the initial undertaking to besettled by way of final settlements of account). In case of a unit pricelist contract, the latter shall be on a flat-rate basis, unless otherwisespecified.

16.2 No work shall be permitted to be performed on a direct labourbasis if this has not been specified in an express order from theCompany.

16.3 Unless otherwise specified, prices shall be firm and fixed for theduration of the Order.

16.4 For unit price list orders defined in terms of hourly or daily rates,the final settlement shall be established by multiplying the number ofhours or days actually performed – within the limits set out in the orderform - by fixed rates set out in the Order. The number of hours or daysperformed shall be specified in a periodic refutable statement (monthlyin principle) that is required to be approved and signed by theCompany’s authorised representative. In principle, only the hourscorresponding to the actual presence on site shall be counted. Breaktimes and transport times are not chargeable. Any incomplete days shallbe calculated in proportion to the hours performed. Increases by wayof supplementary hours (overtime), night work or a non-working daycannot be billed unless after the written consent from the Company tosuch work performance and in observance of the statutoryarrangements in this respect.

16.5 The prices and rates agreed shall include all the costs of any whichnature incurred by the Contractor and the staff assigned by him toperform the Order, with the inclusion of personal and collectiveprotective equipment, the necessary health & safety and hygienemeasures, the management and supervision of the workers, the taxcharges and social security contributions, workplace travel and mealexpenses, the supplies, equipment and materials, insurance, securitysurveillance, the removal of waste, general overheads and the profitmargin, to the sole exclusion of the VAT.

16.6 Even in case of a lumpsum price, but without prejudice to theeffects thereof, the Company reserves the right to draw up a summarystatement and a measurement of all of the services and worksperformed by the Contractor which shall serve as the basis for the finalsettlement of the Order.

16.7 All bills sent in prior to the completion of the Order and Acceptancethereof are considered as an advance payment on the final settlementof the undertaking which shall be sole instrument to determine thevalue thereof. The payments made to the Contractor during the courseof the Order further to interim statements or for any which reason shallconstitute simple advances without acknowledgement of any accruedrights. Only the final settlement refutably drawn up between the partiesand accepted by the Company shall be authentic and establish to finaleffect the entitlements to which the Contractor is entitled, with allpayments received in excedance thereof, where applicable, required tobe restituted.

17. Billing

17.1 Billing shall be made to occur at intervals specified in the orderform or the contract or, failing such indication, upon completion of uponcompletion of the Order.

17.2 Each order is to be billed separately and sent to the Company’sregistered office. The invoices shall specify the order number and goaccompanied, where applicable, with the refutable performancestatement and all other documents specified in the order form or thecontract. Invoices that fail to comply with these requirements may berefused and returned in which case they shall be deemed to have beenprotested to valid effect.

17.3 For the Orders that are invoiceable as the works proceed, theadvance is to be validated by the Company ahead of any bill raised. Tothis end the Contractor shall submit a statement accompanied by allrequired supporting documents (time sheets or work sheets, dulysigned by the Company’s representative on-Site) to the Company forapproval. Said statement, corrected where applicable, shall serve as thebasis for the bill.

18. Payment

18.1. Unless specific conditions have been agreed between the parties,the invoices issued by the Contractor are payable at sixty (60) days asfrom receipt by the Company of a regular established invoice.

18.2 Payment shall be made to occur by transfer into the Contractor’saccount by the Company’s at the expiry date. In the event said timeperiod should be exceeded, the Contractor is entitled to claim aninterest in default of payment calculated at the legal rate of interest asof the expiry of the proposed settlement date by sending a notice ofdefault. No flat-rate compensation or penalty clause shall be due.

18.3 In the event of attachment by garnishment for a third party overthe sums payable by the Company, the expenses to establish thestatement from the garnishee and the administration expenses of saidattachment, valued at a flat-rate sum of € 250 per statement, shall becharged to the Contractor and deducted from the payments. The samededuction shall apply in case of a direct action of a subcontractor of theContractor.

18.4 In the event where the databases of the ONSS (Belgian NationalOffice for Social Security) and of the Inland Revenue Service were toshow that the Contractor has outstanding tax or social security debtsrequiring the Company to conduct withholdings from invoices, theadministration expenses resulting therefrom for the Company - set at aflat-rate sum of € 250 per deduction -, shall be charged to the Contractorand deducted from the payments. The Contractor discharges theCompany from consulting the Contractor regarding the actual amountto be deducted, regardless of the amount of the invoice. It is incumbenton him to obtain, where applicable, and at his sole impetus, thecertificates required under applicable regulations to allow the Companyto make deductions that are less than the statutory percentage rates.

18.5 In case a payment has been conducted without applying adeductions application when such a deduction was required, thesituation will be settled by deducting said amount from the subsequentinvoices.

18.6 Insofar as price reductions are applied by the Client to the Companyby reason of errors in the Order, the charge resulting therefrom for theCompany shall be borne in full by the Contractor.

18.7 All claims held by the Company against the Contractor, linked tothe Order or otherwise, even if not yet due, and provided such claimsare certain and liquid, shall automatically be netted with all sums due tothe Contractor pursuant to the Order. In the event where a claim heldby the Company is not liquid, the latter shall be within its rights todeduct an appropriate provision corresponding to the estimatedamount and justified by this debt claim.

19. Financial guarantees

19.1 If provided for in the order form or the contract, the Contractorshall establish a bank guarantee within a financial institution ofinternational reputation based in Belgium, to guarantee dulyperformance of the Order and for the entire duration thereof, toconfirm to pay the Company, on the latter’s first request, the sumspecified in the order form or the contract or, in default thereof, a sumequal to 10% of the initial amount of the Order.

19.2 In addition, if the Order provides for payment of an advancepayment, the Contractor shall arrange for a separate undertaking to beissued that meets with the above requirements, for an amount equal tothe advance payment.

19.3 This bank guarantee is irrevocable, autonomous and unconditional.All costs relating thereto are exclusively borne by the Contractor. Theoriginals of the letters of guarantee shall be sent to the Company withinthe time limit specified in the order form or the contract or, in defaultthereof, within 30 days from the order form or the contract recordingthe Order.

19.4 In the event the aforesaid guarantees are taken up, the Contractorshall immediately arrange for new guarantee. In the event of asignificant increase of the Order value, the Company shall be entitled torequest for a supplementary guarantee to be issued, raising the totalguaranteed amount to 10 % of the current value of the Order.

19.5 The guarantee shall be released upon request of the Contractorupon the date of expiry and pursuant to the terms set out under theOrder or, in default thereof, upon the final Acceptance thereof. If theOrder is of ‘if and when’ variety, the guarantee shall be released whenthe Client has released the corresponding guarantees issued by theCompany to the benefit of the Client.

19.6 In the event the Contractor should remain in default of issuing theguarantee incumbent on him, the Company shall be within its rights toclaim the issuance of said guarantees, or to make deductions from allsums owed to the Contractor until the amount thus constituted totalsan amount equal to that of the failing guarantee and to hold thesefunds, without interests, until the expiry dates for the release of thebank guarantees.

19.7. The Company shall be within its rights to assign these funds inclearance of all debts of the Contractor vis-à-vis the Company.

19.8. The aforesaid provisions shall apply to the guarantee from theparent company which the Service Provider should have to provide insupplement to the bank guarantees intended above or which theCompany has expressly accepted in substitution of said bankguarantees.

20. Relations with the Client

20.1 Throughout the entire duration of the Order, the Contractor, shallrefrain from submitting - whether at his own initiative or in response toan invitation thereto - any offers, bids, tenders, quotes or estimates ofany which nature to the Client and to the future occupant or operatorfor the supply or performance of services in connection with the projectwhich the Main Contract bears on.

20.2 Similarly, he shall refrain from sending the Client or the latter’sadvisers or delegates any correspondence relating to the subject of theOrder.

20.3 If he is invited do so or if he is under obligation to do so theContractor shall, at his expense, attend the Site meetings with the Clientand his advisers and delegates for all matters concerning the Order. Theperson whom the Contractor delegates to attend said meetings shall bea sufficiently senior officer and have the power of authority to committhe Contractor to lawful effect. The Contractor shall be sent a copy ofthe minutes of the meeting that concern him.

20.4 In all matters where notification deadlines are imposed on theCompany in its relations with the Client, the Contractor shall make sure,on pain of forfeiture, that the Company is enabled to observe thesedeadlines and to give the latter the appropriate time to respond.

20.5 The decisions, instructions, orders, etc., issued by the Client, thedelegated officer or any other duly qualified representative of theClient’ shall be observed and followed by the Contractor and be bindingon him in the same manner as they are binding on the Company. TheContractor shall put forward any remarks he may have in timely fashionto enable the Company to pass them on to whom it may concern.

20.6 The Contractor shall refrain from engaging in any kind of directaction at law against any debtor of the Company, except in the event ofnon-payment of an undisputed and expired invoice. The Company mustbe advised of any such direct action at law at the same time the suit isinstigated. All costs charged to the Company by the party sued shall beat the charge of the Contractor.

21. Transfer and subcontracting

21.1 Unless the prior written agreement of the Company, the Contractorshall refrain from transferring, even in part, the present contract to anythird party or to share the performance thereof within the frameworkof a joint venture or consortium with a third party or to subcontract toa third party.

21.2 The Contractor entrusting the performance of a portion of theOrder to a third party, provided the prior and written agreement of theCompany, shall guarantee due compliance by the latter with the termsand conditions of the Order, including the present Terms andConditions. He shall prohibit the third party from subcontractingwithout the prior and written agreement of the Company.

21.3 He shall refrain from transferring his claims against the Company,in particular the endorsement of his invoices, without the prior andwritten agreement of the Company. Such a transfer shall never beopposable against the Company. Even in case of an authorised transferof the claim, all exceptions opposable to the Contractor shall equally beopposable against the transferee.

21.4 Regardless of whether the subcontracting was authorised or not, itis incumbent on the Contractor to furnish the Company without delaywith every information enabling the latter to make the appropriatestatements to the ONSS (Belgian National Office for Social Security)(DUC) and to keep said statements up to date. In the event thisobligation is breached, the Contractor shall be liable to pay a fine set atEUR 250 for every missing item of information. Moreover, he shall savethe Company harmless against all and any fines and the ramifications ofall and any prosecutions.

21.5 The Contractor shall guarantee compliance by his ownsubcontractors and suppliers with the terms as recorded in the orderform or the contract insofar as these apply to their involvement.

21.6 If the Main Contract requires the subcontractor to be certified inthe disciplines and for the class under which his contract comes (publicprocurement), the Contractor shall make sure he only deals withcompanies that comply with these requirements.

22. Requests and complaints

22.1 In the event of subcontracting, the Contractor’s requests orcomplaints, especially those relating to compensation, extension of leadtimes, price revisions, contract revisions, exemption from fines, etc., forreasons other than those clearly and directly attributable to theCompany (such as reasons attributable to the Client, extraordinary orunforeseeable circumstances) shall be admissible only if the Companyhas the right to file such a request with the Client.

22.2 The Contractor shall be stripped of the right to file such complaintsand requests if he has not given the Company the opportunity to file acomplaint and a request with the Client for reasons invoked in timelyfashion. The supplements, compensation payments, revisions, etc., filedby the Contractor, if he is the subcontractor, shall not be paid until afterthe consent has been obtained from and payment has been made bythe Client to the Company.

23. Specific rules for the Orders under a back-to-back contract

23.1 For the purpose of the present agreement, this term is to beunderstood as the acceptance of the Contractor, for the goods andworks entrusted to his care, to be liable vis-à-vis the Company in thesame way as the latter is liable vis-à-vis of the Client and by which heassumes, at his risk and expense, all obligations incumbent on theCompany, in such a way that the Company is discharged in fulltherefrom, to the satisfaction of the Client and without charges for theCompany other than those directly associated with the Company’scapacity as the prime contractor.

23.2 Conversely, the concept implies that the Contractor shall enjoy, vis-à-vis the Company, the same rights as those recognised for the latter bythe Client (if and insofar as any such rights are recognised), with theContractor sharing the lot of the Company in this respect, underreservation of the price terms that remain specific to each party and ofthe derogations deriving from the Order.

23.3 When the Order is an ‘if and when’ type order, the Contractor’sinvoices shall be paid within 10 banking days after the receipt by theCompany of the corresponding amounts from the Client, if and whensaid payment is made to occur. However, the Company may - on a case-by-case basis - transact payments sooner without this serving to modifythe qualification of the contract.

24. Suspension or cancellation of the Main Contract

24.1 The decision of the Client to suspend or to cancel the Main Contractor all other events that have the same effect shall authorise theCompany to suspend or cancel the Order.

24.2 Unless due to gross negligence and provided this is recognised bythe Company, said suspension or cancellation shall not occasion theContractor to be compensated, unless the Company is paid a sum incompensation by the Client on the grounds of the suspension or thecancellation of the Main Contract, in which case any such sum may bedivided between the Company and its various subcontractors inproportion to the size of the prejudice incurred as duly justified by theContractor in relation to the prejudice suffered by the Company and theother subcontractors.

25. Insolvency of the Contractor and ex officio measures

25.1 If the Contractor should fail to comply with any of his obligations,or if the works failed to be executed with the necessary swiftness, theCompany shall be entitled, to either seek to have the works continuedby a third party or to perform the works itself at his expenses, risks andperil, or to dissolve the Order to the detriment of the Contractor andwithout any compensation to be paid to the latter, all of which is tooccur within five working days after serving notice of default byrecorded delivery for which has gone unheeded, without having to seekrecourse with the courts and without prejudice to the Company’sentitlement to full damages and interests

25.2 The Company shall be within its rights to deny the Contractoraccess to the site and at all times to have the disposal of the Contractor’sequipment, the materials already delivered on-Site and of the workperformed. Similarly, the Company shall be within its rights to put inplace all other ex-officio measures vis-à-vis the Contractor that areprovided for under the terms of the Main Contract.

25.3 The work in progress shall be established to lawful effect by anytechnically corroborative means of establishment or, if the Company sowishes, by a bailiff or an independent expert after the Contractor hasbeen summoned, by letter sent by recorded delivery at least twenty-four hours ahead of time, to be present at the inspection round whichshall be refutable, even in his absence. The expenses of such aninspection shall be at the charge of the Contractor.

25.4 In the event of bankruptcy, the application of the provisions of theAct on the continuity of businesses, in the event of liquidation, decease,or disqualification of the Contractor, if the latter ceases trading oreffectively abandons his activities and in all cases that might serve toprevent the Contractor from completing the works, the Company shallbe within its rights, unless otherwise specified by law, to opt at its solediscretion for the resolution of the present order by simple writtennotice and without involvement of the courts, either for thecontinuation of the order by the successors in title to the terms andconditions of the present document, without prejudice to any sums incompensation and interests. The Company shall in those cases also havethe right to claim a compensation of 15% of the Order.

25.5 In the event that the Company should establish that the Contractordoes not respect the legislation regarding the registration of presencesconcerning temporary or mobile construction sites, or the legislationregarding the joint and several liability regarding salary debts, or in theevent that the social inspection assigns a notification of joint and severalliability to the Company, or in the event that the Company establishesthat the Contractor employs workers who reside illegally in Belgium, theCompany shall be entitled, unless otherwise specified by law, to opt at its sole discretion for the resolution of the present order by simplewritten notice and without involvement of the courts, or for thecontinuation of the order by a third party, without prejudice to any sumsin compensation and interests. The Contractor shall guarantee theCompany for any possible negative consequence of his shortcomings,lawyer’s fees included.Prior to the commencement of the works, the Contractor shall give theCompany a written statement by which the Contractor confirms that hedoes not, and shall not employ workers who reside illegally in Belgium.

25.6 If, in the context of a public contract, it appears that the Contractoror one of its (sub)subcontractors is in a situation of exclusion asprovided for in the Public Procurement Act or if the Contractor does notcomply with the limitations of the subcontracting chain or theprohibition to subcontract all the works or services, they will guaranteethe Company against any damage or fines imposed by the Customer.The company also has the right to terminate the contract against theContractor by simple written notification and without recourse to ajudge and without possibility for the Contractor to claim damages

25.7 The Company attaches great importance to the respect of itsethical principles. This implies that the Company expects and demandsthe same from its contracting parties. The Contractor shall in particularsee to it that its employees or principal agents shall restrain from anyact of corruption, fraud or conflict of interest, and take no actions, orbehave in any way that could limit or falsify fair competition. In theevent of a breach, the Company shall be entitled, unless otherwisespecified by law, to opt at its sole discretion for the resolution of thepresent order by simple written notice and without involvement of thecourts, without prejudice to any sums in compensation and interests.The Contractor shall guarantee the Company for any possible negativeconsequence of his shortcomings, lawyer’s fees included.

25.8 In the aforesaid cases, and in the event the Contractor is found tobe in default, the settlement of his receivables, even those that havematured, shall be suspended until the prejudice incurred by theCompany is determined and the latter shall net this prejudice with saidclaims to the amount of the sums thus owed to the Company.

25.9 In the event insolvency proceedings are initiated, such asbankruptcy, judicial restructuring or liquidation proceedings, seizure orany other situation involving concurrence, netting shall be madeautomatically to occur between the mutual claims held between theParties – notwithstanding any transfers of said rights – without priornotice of default or judicial decision. In such a case, all payment facilitiesawarded shall equally be scrapped.

25.10 This netting shall apply to all claimable and non-claimable claims(e.g., compensation payments for cancellation or other compensationpayments) that are or shall become payable and/or due after and/or byreason of the insolvency situation, seizure or concurrence. It may beapplied to all the contracts existing between the parties, thereby actingas a global economy operation. This netting shall be opposable to allthird parties, including the Contractor’s other creditors.

26. Confidentiality

26.1 None of the documents, data, information, or other elementsacquired within the context of the Order shall be permitted to be usedby the Contractor for activities other than those set out under the Order,nor be transmitted to third parties without the prior consent from theCompany. They are to be returned to the Company at the end of theOrder.

26.2 The Contractor moreover undertakes to warrant performance ofcompliance with said obligation by his staff and his subcontractors andbe jointly and severally responsible for fulfilling said obligation.

26.3 No references for publicity purposes shall be permitted to be madeto the Order without the prior consent from the Company.

27. Intellectual property rights

27.1 The Contractor undertakes to neither use, publish, norcommunicate to parties other than the Company the result of theservices performed as part of the Order.

27.2 The Company shall be the exclusive owner of the results of theengineering surveys and all and any intellectual creation issuing from ofthe Order or subject thereto.

27.3 The Contractor warrants the Company that the service deliveriesset out in the Order cannot in any way be considered as counterfeits oforiginal creations protected by patents, designs or models, copyrightsor other intellectual property rights or claims to such rights on behalf ofthird parties.

27.4 In the event where a third party should assert any intellectualproperty rights against the Company, the Contractor undertakes to takeup the defence of the Company, to intervene in any proceedings thatmay have been instigated against the latter to actively support itsdefence. The Contractor shall save the Company harmless against alldirect and indirect costs and charges (with the inclusion of the courtcosts and the fees of legal counsels) that might derive from theseactions and save the Company harmless against all convictionspronounced against the latter.

27.5 In addition, in the event the intellectual property rights of a thirdparty are duly established, the Contractor undertakes to disassembleand remove the installations under contentions, to supply and build ororder to be built new pieces of equipment offering at least equalperformance, to commission such equipment and to defray the costsand operating losses involved in such operations, all of which withoutcosts or charges for the Company. This guarantee shall remain valid forthe entire duration of the life span of the deliverables under contention.

28 – Charter, ethics and safety

28.1. The Company attaches a great deal of importance to compliancewith ethical principles. This implies that it expects and demands thesame attitude from the parties with which it does business. TheContractor acknowledges and confirms that it has received a copy of theCharter for suppliers and subcontractors, which can be found on theCompany’s website www.spie.be. The Contractor agrees to perform itscontractual obligations in accordance with this Charter.

28.2. Specifically, the Contractor shall ensure that its employees orrepresentatives refrain from any act of fraud, corruption or conflict ofinterest, and do not take any action or adopt an attitude that coulddistort or restrict competition. In the event of an infringement, theCompany would have the right, unless the law stipulates otherwise, tocancel this order if it thinks fit by giving notice by ordinary mail andwithout action through the courts, or to have the Order fulfilled by thelegal successor under the conditions of the Order, without prejudice toany compensation or interest. If the case arises, the Contractor shallindemnify the Company against any possible negative consequences ofremaining in default, including any fees of legal counsel.

29 - Processing of personal data

29.1. The parties process their respective personal data as well as thoseof the Client, the suppliers, the (sub) subcontractors, all the workers onthe site, their staff, collaborators, agents and any other contact person.The purposes of the processing are the management of thecustomers/suppliers/subcontractors, the accounting and the safety onsite. The bases are the execution of the contract, the respect of the legaland regulatory obligations (for example on-site electronic presencerecording, the unique building site declaration, the list of presences orany other obligation within the framework of public markets) and / orthe legitimate interest of one of the parties.

29.2. The parties undertake to process such personal data only for thepurposes set out above, the General Data Protection Regulation and allits decrees, laws and/or ordinances. They will communicate this dataonly to data, addressee and / or third-party contractors as far asnecessary for the purpose of processing.

29.3. The parties shall take the necessary measures to protect thepersonal data against, in particular, any illegitimate access, theft,destruction, loss, modification, disclosure, reproduction or distribution,whether by accident or illegitimately.

29.4. The Service Provider undertakes to impose the same obligationson the companies and organizations that it uses.

29.5. Each party is aware of its rights of access, rectification, deletionand opposition. For any other information, the Company refers to itsData Protection Notice on its website www.spie.be. The ServiceProvider confirms having read the Data Protection Notice and acceptsthe content.

30. Applicable jurisdiction and disputes

30.1 The Order is governed by Belgian law.

30.2 When the Company is called upon by the Client or a third party formatters relating to the works performed by the Contractor, the lattershall voluntarily intervene as a party to the dispute in response to theCompany’s first request, and do so even if a court procedure is alreadyexisting between the Company and the Contractor.

30.3 In the event the Company is contractually bound by an arbitrationclause vis-à-vis the Client, the Contractor impleaded by the Companyundertakes to take part in the same arbitration procedure, unless he isable to furnish motivated objections.

30.4 The Contractor shall be required to impose the same provisions onhis own subcontractors and suppliers.

30.5 All legal actions of the Contractor shall be time-barred one yearafter the Acceptance of the Order or, if the Acceptance was notrecorded in a written record of acceptance, one year after thecompletion of the works.