1.1. These general terms and conditions (the “Agreement”) shall apply to all assignments, offers and contracts carried out by WKF Engineering BV (a private limited liability company under Belgian law with registered office at Herkenrodesingel 4 bus A, 3500 Hasselt, registered with the Crossroads Database of Enterprises under number 0777.858.143, hereafter “WKF Engineering”) for the benefit of the customer as stated in this offer/Agreement, to the exclusion of the customer’s general and special terms and conditions. The customer’s general and special terms and conditions are explicitly excluded. The present general terms and conditions apply additionally in the case of a public tender (in which case the terms of the public tender procedure apply as a basis) and do not apply in the case of a framework agreement between WKF Engineering and the customer covering the subject of the offer/Agreement (in which case the terms of the framework agreement apply).
1.2. Unless otherwise specified in writing, the validity period of each offer is limited to ninety calendar days after the offer date.
1.3. This Agreement contains the entire agreement between the parties relating to its subject matter, and supersedes and cancels all previous written or oral agreements, offers, correspondence or proposals. Deviations, if any, from this Agreement and conditions must be agreed in writing.
1.4. In the course of the performance of the assignment, the customer has the right to request changes, additional work and/or a revision or change to work already carried out to WKF Engineering, under the following conditions:
1.4.1. The customer will first communicate any request or intention to change in writing to WKF Engineering;
1.4.2. WKF Engineering will inform the customer in writing as soon as possible about the consequences of the requested change, as well as the associated additional compensation to WKF Engineering and the time schedule for the performance of the assignment;
1.4.3. As long as WKF Engineering is not in possession of explicit written approval from the customer regarding the change order and the additional compensation, WKF Engineering shall not be obliged to implement the changes. In the absence of agreement between the parties, WKF Engineering shall be entitled to terminate the Agreement.
1.5. The customer can suspend the Agreement in whole or in part for well-founded reasons by giving a written notice of at least 3 months to WKF Engineering. As soon as the suspension can be terminated, the customer shall be obliged to immediately report this to WKF Engineering in order for the work to recommence as soon as possible. If the customer wishes to put an end to the suspension and therefore wishes to have the work resumed, he must inform WKF Engineering of this in writing. After receiving this letter, WKF Engineering shall have 1 month to organize itself and resume the works. In the event of a suspension, the customer is obliged to pay WKF Engineering the amount of the fees that are due for the work performed up to the moment of the suspension. If the suspension imposed by the customer has caused costs for WKF Engineering or necessitates a revision of the fees and/or costs, the parties shall convene to reach an agreement on the extent of these fees and/or costs. WKF Engineering shall only resume work after payment of the agreed fee. If the suspension lasts more than 3 months, WKF Engineering may terminate the Agreement and WKF Engineering shall be entitled to compensation equal to 25% of the suspended part that will then never be executed.
2.1. Parties undertake to treat all confidential data communicated to them in the context of the performance of this Agreement or which they come into contact with, as well as information concerning the Agreement itself, as confidential and to only use it for the performance of this Agreement.
2.2. Personal data shall be handled by each of the parties under its own responsibility in conformity with the General Data Protection Regulation (GDPR) as well as all related European and national legislation. If necessary, the parties shall conclude a data processing agreement. If the subject of the Agreement is the construction of a website, platform or something similar on which personal data are/can be processed, WKF Engineering shall, unless expressly agreed otherwise in the offer/Agreement and limited to what is strictly agreed therein, assume no responsibility and/or liability whatsoever regarding the correct implementation of the GDPR and all related European and national legislation on such website, platform or similar thing (including obligations regarding privacy (policies), cookies (policies) and similar). With regard to the programming of personal data processing codes and the placement of cookies, WKF Engineering shall be a mere executor of the customer without any obligation to point out any legal limitations to the customer: the entire responsibility and/or liability in this regard shall be entirely with the customer (and its Data Protection Officer).
3.1. The customer shall provide WKF Engineering with all relevant information as may be required for the performance of the assignment, including all information concerning safety, health, and the environment. The customer shall compile this information with all due and necessary care, and shall be liable for any errors, omissions and/or incorrect information contained therein.
3.2. WKF Engineering shall use all its resources and professional experience during the performance of the assignment entrusted to it. In this context, WKF Engineering undertakes an obligation of means only and not an obligation of results. Agreed or specified delivery terms are to be considered as obligations of means as well. Exceeding the term of delivery does not entitle the customer to compensation for any damage, except in the case of willful misconduct or gross negligence on the part of WKF Engineering. WKF Engineering shall, if it becomes clear that it is unable to meet the agreed delivery terms, inform the customer which new delivery term will be proposed.
3.3. WKF Engineering declares to comply with all statutory and regulatory obligations regarding wages, social security, taxes, insurance and VAT.
3.4. The parties expressly agree that WKF Engineering’s liability under this Agreement shall be limited to a maximum of 50% of the fees invoiced or to be invoiced for the assignment in question, with an absolute maximum of 100.000 euros.
3.5. Furthermore, WKF Engineering’s liability shall only be invoked in connection with direct damage, to the exclusion of indirect and/or consequential damage (such as for example, loss of turnover, loss of profit, loss of reputation, etc.). The parties expressly agree that the recovery of damages caused by an auxiliary person is only ground for a liability claim against the principal debtor and not ground for a liability claim against the auxiliary person, even if the event giving rise to the damages is tort.
3.6. WKF Engineering declares that it has procured statutory insurance against accidents at work, civil liability insurance as well as professional liability insurance, and furthermore, that it regularly pays the premiums relating thereto. An insurance certificate may be obtained on the request of the customer.
4.1. The fees payable by the customer shall be agreed between the customer and WKF Engineering in accordance with the nature of the assignment entrusted to the latter. Additional work resulting from any errors or omissions in the call for tenders/request for quotations, the specifications or any other document originating from the customer shall be fully compensated by the customer.
4.2. The fees shall at least automatically be adjusted annually on the 1st of January in accordance with the wage indexation under the Joint Committee 200; however, this adjustment of fees cannot be negative.
4.3. The amounts shall be exclusive of VAT.
4.4. Any costs associated with the assignment are not included in the agreed fees, and WKF Engineering shall invoice them separately.
5.1. All WKF Engineering invoices are exclusive of VAT and are payable within 14 calendar days after the invoice date. The taxes, levies and duties due outside the VAT pursuant to the law are always due by the customer. Unless expressly agreed otherwise travel costs, transport costs and insurance costs are not included in the fees.
5.2. If payment is not made within the above payment term, an interest of 1% per month shall be payable by operation of law and without prior notice of default. Additionally, if an invoice is not paid within one month after the due date, following written notice of default a one-time lump sum compensation of 15% of the amounts due, with a minimum amount of 125 euros, shall be payable, to cover administrative and collection costs.
5.3. All granted payment modalities shall automatically lapse as soon as WKF Engineering has to initiate judicial procedures to collect outstanding invoices from the customer.
5.4. All complaints concerning the invoices must reach WKF Engineering within 14 calendar days of the invoice date by registered letter, and must be accompanied by a statement of reasons. No complaints shall be admissible after that date.
5.5. Under no circumstances shall the customer be entitled to offset the amounts owed by the customer to WKF Engineering resulting from the entrusted assignment against any amount that may be payable by WKF Engineering or another company of the group to the customer.
6.1. The assignment under this offer/Agreement can be terminated by the customer by registered letter with respect of a notice period of 3 months. If this early termination takes place without respecting this notice period of 3 months, a fixed indemnity shall be charged, in accordance with article 5.88 of the Belgian Civil Code, equal to the average fees for three months.
6.2. In case of failure, imminent bankruptcy, liquidation, suspension of payments, repeated default of payment, or judicial settlement on the part of the customer, WKF Engineering is entitled to terminate the Agreement by operation of law, immediately and without any notice or indemnity being due to the customer.
6.3. If a party in a serious manner fails to fulfill its contractual obligations or makes serious mistakes, this shall be reported by the disadvantaged party through a registered letter stating the specific reasons. If the defaulting party fails to answer within fifteen (15) calendar days after the notification thereof and unless a faster response is required as specified in the registered letter, the disadvantaged party has the right to immediately terminate the Agreement against the defaulting party, and this without prejudice to the right of the disadvantaged party to claim compensation (for damages).
6.4. The amounts invoiced by WKF Engineering before the end date remain due without the customer being entitled to any refund whatsoever.
6.5. In the event of termination of the Agreement, the customer will pay WKF Engineering:
6.5.1. The amount of the fees due at that time and not disputed in writing for the services actually delivered until the moment of termination;
6.5.2. All costs incurred because of and/or before the early termination of the Agreement and that can no longer be canceled by WKF Engineering;
6.5.3. In case of unilateral termination by the customer, the customer shall additionally be obliged to pay WKF Engineering a severance payment equal to 25% of the open balance of the fees.
7.1. The party which is confronted with an event or situation, due to circumstances that are beyond any control and which it could not reasonably foresee and making it impossible for said party to continue to perform its obligations under this Agreement (“force majeure”), has to inform the other party immediately about this. In this case the Agreement will be suspended due to force majeure. None of the parties will be deemed to have committed a breach of contract if the normal performance of the contractual obligations is prevented or delayed due to a situation of force majeure. If a situation of force majeure lasts longer than 3 months, either party can terminate the Agreement.
7.2. In case of suspension, the customer shall pay WKF Engineering the amount of the fees and/or costs due until the moment of suspension for the performances executed.
7.3. If force majeure occurring at the customer caused costs for WKF Engineering or makes a revision of the fees and/or costs necessary, parties shall sit together and reach an agreement concerning the extent of the fees and/or costs. WKF Engineering shall only resume work after payment of the agreed fees.
8.1. All intellectual property rights to the results/products/services remain the exclusive property of WKF Engineering and/or its suppliers. The customer cannot claim any interest in or ownership of such intellectual property rights and does not acquire any rights other than those explicitly stated in the offer/Agreement. Unless otherwise agreed in writing, the customer is obliged to use the results/products/services strictly for its own business purposes.
8.2. The results/products/services may contain open source codes. In such a case, WKF Engineering shall inform the customer about this and the customer shall adhere to the relevant open source license conditions.
9.1. The warranty obligation of WKF Engineering under the terms of this article 9 for engineering assignments is limited to the results/products/services that it fully has under its own management, whereby results/products/services where WKF Engineering does not have (fully) control over the execution, the warranty obligation will be limited to what WKF Engineering has delivered, without any warranty on the final results/products/services.
9.2. The warranty obligation of WKF Engineering under the terms of this article 9 for IT assignments is limited to the results/products/services it offers for “fixed price” assignments (whereby a certain (final) result/product/service will be delivered for a specific price), not for “fixed budget” assignments (whereby a specific price is agreed, but not a specific (final) result/product/service), nor for “time and material” assignments (whereby only services on a man-day basis will be delivered).
9.3. The warranty obligation implies that WKF Engineering proceeds to the best of its ability to re-perform the services that show defects during the warranty period that were not visible at the time of acceptance, on the condition that such defects were reported to WKF Engineering in writing and described in detail within the warranty period.
9.4. WKF Engineering only guarantees that the results/products/services are substantially in conformity with the offer and/or with the changes explicitly agreed later, during a period of one (1) month after delivery or, if an acceptance test has been agreed in writing, one (1) month after the acceptance. WKF Engineering does not guarantee that the results/products/services will work without interruption, errors or other defects or that all errors and defects will be corrected or that the results/products/services can be used for a specific application.
9.5. During the warranty period, the customer is responsible for the checking of the results/products/services, as well as for the other tasks that are necessary for their maintenance and proper functioning.
9.6. Each default caused by improper use by the customer or use in a different environment than where the results/products/services are designed/intended for, as well as damages caused by third parties or due to an accident or other external cause, is excluded from the warranty. The warranty obligation expires if the customer changes or causes changes to be made, without permission from WKF Engineering, to the results/products/services or to the environment where the results/products/services are designed/intended for. The warranty also does not cover the replacement of consumables, nor normal wear and tear.
9.7. The performance by WKF Engineering of its warranty obligation as described above will be considered as a full recovery of all damages directly or indirectly caused by the defects manifested during the warranty period. Each other form of compensation, sanction or remedial measure is expressly excluded.
10.1. “Sanctions” means: any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any (relevant) sanctions authority.
10.2. The customer represents that it is not owned or controlled by any party which is, and neither the customer nor any of its subsidiaries, nor any directors, officers or employees of it or of any of its subsidiaries are, a party targeted by Sanctions. The customer represents that no party which owns or controls it and none of the customer nor any of its subsidiaries, directors, officers or employees of it are or have ever been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions. The customer shall take reasonable measures to ensure that the customer and its subsidiaries comply with Sanctions and shall not engage in activities that would cause WKF Engineering or WKF Engineering consultants to violate Sanctions. The customer shall ensure that it shall not provide funds to WKF Engineering that are derived from business or transactions with a party targeted by Sanctions, or from any action which is in breach of any Sanctions.
11.1. The customer undertakes, during the assignment/Agreement as well as for a period of one year after its termination, not to hire or attempt to hire, either directly, indirectly or via a third party, either as an employee or as a freelance service provider or in any other way, any member of personnel or freelance service provider of WKF Engineering who is involved in the performance of an assignment under this Agreement.
11.2. In the event of a violation of this article, the customer shall owe WKF Engineering a fixed indemnity of 50,000 euros per breach of this article, without prejudice to WKF Engineering’s right to claim additional damages if it can prove additional damage.
12.1. Should one or more provisions of the Agreement be in contradiction with applicable law or invalid for any other reason, this Agreement remains valid as regards the remaining clauses and the invalid clause provision shall be moderated to what is admissible.
12.2. The customer may not without the prior written consent of WKF Engineering assign to a third party the rights and obligations incumbent on it vis-à-vis WKF Engineering regarding performance of the Agreement.
12.3. WKF Engineering reserves the right to, under WKF Engineering’s responsibility, entrust all or part of the performance of the Agreement to subcontractors. If WKF Engineering on request of the customer works together with one or more others or on request of the customer involves one or more others, WKF Engineering will not be held liable for the part of the assignment performed by the third party.
12.4. Save for express objections by the customer, WKF Engineering may use the Agreement as a reference for its commercial business.
12.5. Non-exercise by either party of any of its rights will under no circumstances be construed as a waiver of those rights.
12.6. This Agreement and its general and special terms and conditions shall be governed by the laws of Belgium, to the exclusion of its conflicts of laws principles. All disputes shall be settled exclusively by the competent courts of Hasselt.
We’re glad you asked! Our partnership models vary from fixed-price projects to hourly or daily rates for our consultancy services, and general project support. But first, we’ll sit down together to discuss your questions and requirements over a great cup of coffee, made by our CEO (and in-house barista) Ben Veuchelen.
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