Terms & Conditions

1.1 Without prejudice to the application of any other specific conditions set out in a separate written agreement, these general terms and conditions apply to all purchase orders, offers, quotations, invoices and agreements between CYECO SRL (hereinafter "CYECO") and any person purchasing services (hereinafter the "Client"). In the event of a conflict between these general terms and conditions and any separate written agreement, the provisions of the written agreement shall prevail.

1.2 These general terms and conditions are deemed to have been accepted by the Client by the mere fact of placing an order. Acceptance of these general terms and conditions also implies that the Client fully waives the application of its own general (purchasing) conditions.

1.3 CYECO reserves the right to amend these general terms and conditions until the moment CYECO has expressly accepted the assignment to be performed (hereinafter the "Assignment").

2.1 All purchase orders, offers, quotations and contract proposals from CYECO are non-binding and therefore do not bind CYECO. Unless otherwise stipulated, any price offer is valid for up to 1 month after the date of the offer. An agreement is only concluded between CYECO and the Client upon a signed order confirmation by a duly authorised representative of CYECO, the signing of a written agreement or by the provision and invoicing of services.

2.2 In order for the work to be carried out by CYECO under the best conditions, the Client must, depending on the nature of the Assignment: — make available to the employees or agents of CYECO carrying out the Assignment (hereinafter the "Employees"); — ensure the terms and authorisations for access, accompaniment of Employees, the provision of directives to be observed in the visited facility, and the provision of the various safety devices and equipment specific to the facility; — communicate to Employees, through a safety officer, the specific information and instructions relating to the visited facility to ensure the safety, hygiene and health of Employees; — in the case of insulation measurements and other measurements/tests on high and low voltage installations, ensure the complete disconnection of all electrical installations and other equipment for the entire duration of the work.

2.3 CYECO reserves the right to entrust certain services to third parties working under the responsibility of CYECO, taking into account the applicable laws and regulations regarding approval or accreditation.

2.5 CYECO and the Client undertake to keep all confidential information, whether financial, operational or technical, obtained during the Assignment and not to disclose it to third parties, except: — with the express authorisation of the other party; — communication of the full report by the Client; — where required by legal or regulatory provisions; — at the request of any judicial body or supervisory authority. In the last two cases, the other party shall be informed.

4.1 Unless otherwise agreed, all obligations of CYECO under these general terms and conditions are obligations of means and services are performed in accordance with the rules of the art.

4.2 Any complaint relating to services performed by CYECO must be transmitted in writing to CYECO within 8 days after the Client has discovered the damage. The complaint and appeal procedure is available upon simple written request from the Client. If it appears, after being informed in writing, that CYECO has in any way committed errors in the execution of the Assignment for which it is liable under these general terms and conditions, CYECO shall re-perform those services at its own cost within a reasonable time after being informed.

4.3 Without prejudice to contrary mandatory legal provisions, CYECO (including its agents or employees) is only liable for damages caused by non-compliance with its legal or contractual obligations, if and to the extent that the damage was caused by its wilful misconduct or fraud (or, with respect to consumers, also by its gross negligence). CYECO is not liable for other faults. Where CYECO is held liable for any damage, CYECO's liability is limited to a maximum of twice the invoiced value of the Client's order, at least the part of the order to which the liability relates, and in any case to a maximum of €2,500,000 for bodily injury and €1,250,000 for any other damage. CYECO excludes its liability for consequential damages, loss of profit, loss of savings, commercial damages, production losses or damages caused to third parties.

4.4 In the case of services performed under specific applicable legislation, CYECO cannot be held liable to the extent that such services were performed in accordance with the requirements of said legislation. In the course of its activities, the Client indemnifies CYECO against all damages and claims by third parties that may arise as a result of services performed by CYECO in accordance with the requirements of such legislation. The Client is required to keep its insurers informed of the content of these general terms and conditions and to ensure that they are enforceable against them.

4.5 CYECO can under no circumstances be held liable for damage caused by its Employees: — if they were not accompanied by the Client or one of its delegates or employees; — if they are required to operate or handle equipment themselves that should have been operated or handled by one of the Client's delegates or employees; — if they were not informed of certain specific characteristics of the equipment or installations to be inspected, or if they received unclear, incorrect, incomplete or ambiguous information; — in case of damage during insulation measurements and other measurements/tests on high and low voltage installations when the electrical installations and other equipment were not completely disconnected during the work; — in case of work carried out late or not carried out because the Client did not contact CYECO in time to schedule an appointment. Reports describe findings at a given point in time. Any damage resulting from handling of equipment/installation by anyone after the inspection cannot be attributed to CYECO.

4.6 Except with respect to consumers, the deadlines indicated in any price offer or specific agreement are purely indicative and do not bind CYECO. Except with respect to consumers, a delay in the execution of the Assignment, for whatever reason, can under no circumstances give rise to the cancellation of the Assignment or to any form of compensation. In the event of late execution of the Assignment and after a request to CYECO, the consumer is entitled, automatically and without prior notice, to a discount on the price of the Assignment equal to 1% per month of delay in the execution of the Assignment, for each month already commenced. Furthermore, in the event of late execution of the Assignment by CYECO after a period of 10 days following formal notice sent by the consumer, the consumer is entitled to a fixed discount of 15% of the price of the Assignment, without prejudice to the consumer's right to claim higher compensation by proving the actual higher damage suffered. The execution of the Assignment requires precision, which may result in cancellation or delay due to bad weather and/or exceptional weather conditions or in case of force majeure. The Client is not entitled to any compensation.

Without prejudice to any contrary specific written agreement, logos and all intellectual property rights relating to services provided by CYECO remain the property of CYECO or existing rights holders and are in no case transferred to the Client, and no right of use, right of reproduction or licence is granted to the Client thereon.

6.1 If, at any time, CYECO has doubts about the solvency of the Client, CYECO expressly reserves the right to request advance payment or other security for the services still to be performed, even if the services have already been provided in whole or in part. If the Client refuses to comply with CYECO's request, CYECO reserves the right to terminate the agreement immediately, without judicial intervention and without any compensation.

6.2 CYECO has the right to terminate the agreement with the Client at any time, with immediate effect, without judicial authorisation, without prior notice and without payment of any compensation in the following cases: (i) if, despite a written notice of default allowing a period of at least 7 calendar days, the Client fails to timely fulfil one or more obligations arising from the agreement; (ii) in the event of cessation of payment or application for bankruptcy or any judicial reorganisation by the Client; (iii) in the event of liquidation or cessation of the Client's activities; (iv) if the Client's assets are seized in whole or in part. In the event of dissolution of the Client, CYECO also reserves the right to claim compensation for all costs and damages suffered, and all claims of CYECO against the Client become immediately due.

7.1 The invalidity or unenforceability of a provision, or part of a provision, of these general terms and conditions shall not affect the validity or applicability of the other provisions of these general terms and conditions. In such a case, the parties shall negotiate to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the purpose and scope of the original provision.

7.2 Any provision of these general terms and conditions which, by its nature, is intended to survive the termination of the agreement shall survive the termination of the agreement, including, but not limited to, the obligations referred to in articles 2.5 and 5. The termination or dissolution of the agreement shall not affect the rights of any party acquired prior to such termination or dissolution.

8.1 All agreements to which these general terms and conditions apply, as well as all other agreements arising therefrom, are exclusively governed by Belgian law.

8.2 An amicable settlement shall be sought for any dispute relating to the validity, interpretation or execution of the agreements to which these general terms and conditions apply, as well as all other agreements arising therefrom. If a party considers that no amicable settlement can be reached, the parties agree that all disputes relating to the agreements to which these general terms and conditions apply, as well as all other agreements arising therefrom, fall within the exclusive jurisdiction of the French-speaking courts of Brussels.