General Terms and Conditions – Electricity Professional BEE NV
ARTICLE 1 DEFINITIONS
The definitions that are not explained in this Agreement have the meaning as established in the applicable regulations. The following definitions apply in this Agreement:
Offtake Point: the physical location and the voltage level of the point at which power is withdrawn from the grid by the Client and made available with a unique EAN number. The offtake points are stated in the Agreement.
Deviated Annual Volume: the portion of the annual volume of all Offtake Points in the Agreement that fall outside the Bandwidth. This is the portion of the annual volume that falls below the maximum percentage below the Contractual Annual Volume or exceeds the maximum percentage above the Contractual Annual Volume.
General Terms and Conditions: these definitions and terms and conditions which together with the Special Terms and Conditions and any schedules to the General and Special Terms and Conditions form the Agreement.
Bandwidth: the maximum percentage below the Contractual Annual Volume and the maximum percentage above the Contractual Annual Volume.
Contractual Annual Volume: the annual volume of electricity that the Supplier supplies to the Client in accordance with the Agreement.
Day: the period of 24 hours from 00.00 hrs CET to 00.00 hrs CET on the following day.
Balance Responsible Party: the party responsible for balancing on a quarter-hour basis for all of the injections and offtakes of electricity within the Belgian regulation zone assigned to it.
Guarantees of Origin: transferable intangible asset as defined by European Directive 2009/28/EC, as granted to generators of electricity from renewable energy sources, and intended to prove the origin and technology of production of electricity from renewable energy sources.
Green Electricity and/or Cogeneration Certificates: transferable intangible property granted by the competent regional regulator – depending on the location of the plant – to producers of electricity from renewable energy sources in accordance with the applicable regional legislation, and intended, through the obligations imposed on the suppliers and grid operators, to support the development of plants for the generation of electricity from renewable energy sources.
Injection: the injection of the electricity generated by the Client into the grid.
Injection Point: the physical location and the voltage level of the point at which power can be injected into the grid. If the Agreement includes Take-Back, the Injection Points will be stated in the Agreement.
Year: a period of 12 consecutive months.
Client: the natural person, legal entity or multiple natural persons and/or legal entities that conclude or wish to conclude an agreement for Supply and/or Take-Back with Belgian Eco Energy acting as Supplier as stated in the Agreement.
SME: any Client with an annual consumption of less than 100 MWh for the totality of its Offtake Points.
Supplier: Belgian Eco Energy NV, having its registered office at Bedrijvenlaan 1, 2800 Mechelen, registered with the Crossroads Bank for Enterprises with number 0829.482.335 or any affiliated enterprise.
Supply: the provision of electricity at the Offtake Point.
Month: the period from 00.00 hrs CET on the first day of a calendar month to 00.00hrs CET on the first day of the following calendar month.
Metering Device: the totality of devices intended to measure and/or count the offtake of electricity by the Client at the Offtake Point and, if applicable, to measure and/or count Injection.
NACE Code: the code within the sense of the Statistical Classification of Economic Activities in the European Community assigned to the Client and relating to the Client’s main activity and linked to the NSSO data in the Crossroads Bank for Enterprises.
Grid: the electricity distribution networks and transmission network in Belgium.
Grid Operator: the operator of the national, regional or local grid for the distribution or transmission of electricity.
Agreement: the totality of the written agreement concluded between the Parties in relation to the supply of electricity, i.e. the Special Terms and Conditions and its schedules and the General Terms and Conditions and any schedules to these General Terms and Conditions.
Party/Parties: the Client or the Supplier, or both, depending on the context. Together, they are referred to as the Parties.
Price: the electricity price for Supply as determined in the Agreement.
Site(s): the site(s) supplied via the Offtake Point(s) specified in the Agreement, in Schedule 1 to the Special Terms and Conditions.
Off-Peak Hours/Peak Hours: the hours that the respective Grid Operator of the Offtake Point considers as off-peak hours and peak hours respectively.
Total Hours: if the respective Grid Operator does not distinguish between off-Peak hours and Peak hours, all hours are considered as Total Hours.
Technical Regulations: one or all technical regulations relating to (access to) the transmission grid and/or the distribution networks for electricity in the Flemish, Walloon and Brussels Capital regions.
Take-Back: the transaction whereby the Supplier takes back the electricity generated by the Client and injected into the grid.
ARTICLE 2 ESTABLISHMENT AND TERMINATION OF THE AGREEMENT
1. The Agreement is deemed to have been concluded on the effective date stated in the Agreement, unless the date of commencement of actual supply is later.
2. The Client must lawfully terminate all existing agreements for the supply of electricity relating to the Offtake Point(s) and/or Injection Point(s) stated in the Agreement with effect from the date and hour on/at which this Agreement enters into effect. The Supplier cannot be held liable for the consequences of any breach of contract in relation to the earlier supplier of the Client. The Client shall indemnify the Supplier in this regard.
3. The Client shall ensure that all information requested by the Supplier that is required for Supply and/or Injection (at a minimum the business address, volume of electricity required, EAN Code(s) of the Offtake Point(s)) as well as any amendments to that information are provided to the Supplier correctly and promptly. The Client is liable for any damage(s) and costs arising from the failure to provide this information or these amendments correctly and/or promptly.
4. The Supplier may submit a new contract proposal to the Client before the end of the agreed contract term. If the Client fails to respond within fourteen (14) days or does not conclude a supply agreement with another supplier promptly, the Supplier shall have the option to inform the Grid Operator that the Agreement is to be terminated, or to continue to supply the Client and, if applicable, to purchase electricity from the Client under the terms and conditions of the new contract proposal, and for whatever term the Supplier determines. In the event that the Client is not in agreement with the new contract proposal, the Supplier may inform the Grid Operator that the Agreement is to be terminated or a new agreement may be negotiated with the Client.
In the event that the Supplier does not submit a new contract proposal to the Client before the end of the agreed contract term, the Agreement shall be extended for a period of one (1) year with the same terms and conditions. Both the Client and the Supplier shall be entitled to terminate the extended Agreement, subject to a notice period of one (1) month (except if the Agreement was extended by less than one (1) month, in which case the notice period shall be one (1) week). In the event that the Grid Operator informs the Supplier that the Client has concluded a contract for its Offtake Point(s) – and, if applicable, its Injection Points – with another supplier during the term of the extended Agreement, it shall be considered as a termination.
In the event that the Client wishes to terminate the extended Agreement without having concluded a contract with another supplier, the Client must notify the Supplier by registered letter at least one (1) month before the end of the contract term.
ARTICLE 3 SUPPLY, POWER AND CHANGES TO THE POWER
1. The Agreement governs the Supply of electricity and the associated services that are provided to the Client by the Supplier.
2. Supply commences as soon as the Supplier is registered by the Grid Operator in the connection register or access register as the supplier for the Offtake Point and no earlier than the start date as laid down in the Special Terms and Conditions.
3. The Client shall inform the Supplier of the maximum subscribed power for the upcoming contract period for the benefit of the Grid Operator. In the event that the Client does not inform the Supplier of the aforementioned, the Supplier shall determine the maximum subscribable power. The costs associated with this shall be borne by the Client.
4. In the event of a significant change to the Contractual Annual Volume, if any, as a result of circumstances under the influence of the Client itself (expansion of generation capacity, etc.), the Client undertakes to liaise with the Supplier to determine whether or not the Supplier can supply a different volume of electricity to the Client for the remainder of the contract period. A ‘significant change’ in this context refers to a deviation from the Contractual Annual Volume of more than ten (10) per cent. The Supplier reserves the right to revise the Agreement (to include the price and volume to be supplied) for the remainder of contract period as a consequence of the significant change reported. In the event that the Client does not report a significant change, the Supplier reserves the right to revise the Agreement (to include the price, volume, financial penalties and additional costs and damages) with both retroactive effect and for the remaining contract period.
ARTICLE 4 CONNECTION/DISTRIBUTION AND ELECTRICAL PLANT
1. The Client must have (a) valid connection agreement(s) with the Grid Operator for its Offtake Point(s) for the term of the Agreement. In the event that the Supplier so requests, the Client must submit proof of this/these connection agreement(s). The Client warrants that this/these connection agreement(s) is/are in full effect for as long as the Agreement is in effect. The Client at all times bears the risk for the connection of its plant and distribution.
2. The Client shall ensure that its electrical plant satisfies the applicable regulations. The Client shall ensure that its plant is connected to the Grid.
3. The Supplier shall be exempt from its supply obligation for any periods of interruption or partial limitation of the connection or distribution of electricity under the connection agreement between the Grid Operator and the Client. The other elements of the Agreement shall remain in effect.
ARTICLE 5 METERING EQUIPMENT, READINGS AND METERING DATA
1. The Client shall ensure that the Metering Equipment satisfies the terms and conditions of the Technical Regulations and other terms and conditions imposed by the Grid Operator.
2. The Grid Operator shall, in accordance with the stipulations of the Electricity Distribution Technical Regulations, supply the metering data for the Offtake Point(s) to the Supplier. In the event that the Client makes changes to its Metering Equipment that have an impact on the remuneration to be paid to the Supplier by the Client, the Supplier reserves the right to revise the applicable price conditions. The Supplier shall inform the Client of this accordingly.
3. The Metering Equipment determines the volume of electricity supplied.
4. In the event of doubt about the accuracy of the metering data, the Metering Equipment may be inspected at the request of the Client or the Supplier. The costs for this shall be borne by the Party that requests the inspection. If the requisite metering data are not provided by the Client, the Supplier reserves the right at all times to compile provisional invoices following the consumption period based on the best possible estimate of consumption.
5. If the inspection indicates that there is a fault with metering, the Supplier shall determine the scope of the actual supply and shall recalculate consumption for the period of time during which the Metering Equipment was operating incorrectly, with a maximum period of two (2) years. If the scope of the supply cannot be properly established due to a fault on the part of the Client or if it's likely that the Client itself could have noticed the inaccuracy in metering, a complete recalculation shall be performed. If it proves impossible to correctly calculate the correct scope of the delivery, the Supplier shall be entitled to estimate the scope of the Delivery for that period.
ARTICLE 6 CLIENT OBLIGATIONS
1. The Client shall grant the Supplier the authorisations that it requires to exercise this Agreement. The Supplier shall thus be authorised to request historical consumption data for the Offtake Point(s) from the Grid Operator.
2. The Client undertakes to transfer the obligations of the Balance Responsible Party for the connection(s) as referred to in the Agreement to the Supplier. The Client shall thus provide the Supplier with the requisite information relating to planned and unplanned deviations in business operations that could affect the scope of the consumption of electricity by the Client. Planned deviations in business operations are at a minimum deviations due to maintenance and significant deviations in generation. Unplanned deviations are all other deviations in business operations, such as deviations as a result of faults and emergencies. The Client shall report planned deviations to the Supplier no later than ten (10) working days in advance, and unplanned deviations immediately and no later than 48 hours after the deviation has occurred. The Client shall also report the cause, the duration and the effect of the deviation on its electricity consumption.
3. If electricity is generated at the Site and the Client consumes (a portion of) the generated electricity, the Client must report this to the Supplier no later than five (5) working days before the generation plant is put into operation. The Client shall give the Supplier additional information about the generation plant and the anticipated impact on its electricity consumption immediately if requested to do so by the Supplier.
4. In the event that the Client fails to (promptly) provide the information referred to in the second and third paragraphs of this Article, or provides incomplete or inaccurate information, the Supplier shall be entitled to perform balancing management on the basis of the information at its disposal at that time and, if necessary, on the basis of estimates. The Supplier shall be entitled to charge on to the Client the imbalance (costs) that result from a failure to comply with the obligation to provide information. These costs shall be determined on the basis of subsequent calculation.
5. In the event that the NACE Code of the Client changes, the Client shall report this to the Supplier in writing within ten (10) working days. The Supplier is not liable for late reporting that gives rise to legal reductions in the number of green electricity or co-generation certificates, surcharges or taxes that are to be submitted on the basis of the NACE Code not being assigned or being incorrectly assigned by the competent authority or regulator.
ARTICLE 7 PRICE AND PAYMENT
1. The Client shall pay the Supplier the Price for the volume of electricity supplied (calculated on the basis of the technical and consumption data shared with the Supplier by the Grid Operator), as stipulated in the Agreement. In the event of negative price quotations in the event of variable or fixed energy formulas or on the basis of spot products or derivatives thereof, the negative price quotations shall be equivalent to EUR 0 per MWh for each individual quotation.
2. Unless agreed otherwise, this Price does not include the costs for balancing management. The Supplier may charge on to the Client any costs that are the result of a failure on the part of the Client to comply with the obligation to provide information, as stipulated in Article 6.4.
3. Unless agreed otherwise, this Price does not include the other costs due in connection with the Supply and the performance of the Agreement imposed by a government, regulator or the Grid Operator, such as transmission and distribution grid tariffs, capacity exceedings, grid losses, costs associated with public service obligations, as well as any other taxes, surcharges, contributions, levies, costs, charges and value added taxes. The Supplier shall charge these costs on to the Client. The Supplier is not obligated to communicate any amendments to these costs to the Client beforehand.
4. In the event that green electricity and/or co-generation certificates are provided within the Supply, the Supplier shall charge the Client a contribution for these on top of the Price. This contribution is consistent with the actual costs of the certificates, unless agreed otherwise in the Agreement. In the event that the Client may benefit from the degressivity of the federal contribution in accordance with the applicable regulations as a result of the operation and application of an audit covenant or industry agreement, the Client must provide the Supplier with written evidence of admission. The degressivity shall enter into effect in the month following provision of the stated evidence by the Client.
5. In the event that Guarantees of Origin are provided within the Supply, the Supplier shall charge the Client a contribution for these on top of the Price. This contribution is consistent with the actual cost of the guarantees.
6. The Client shall charge the amounts owed by the Client by means of a monthly invoice based on the metering data supplied. The Supplier shall be entitled to send the Client provisional statements if the requisite metering data and/or grid costs are provided too late. The Supplier shall be entitled to send the Client advance payments if it deems it necessary. The provisional statements and/or advance payments shall then be settled with the final statement.
7. In the event of annual meter readings, the Client shall be liable to pay advance payments on the basis of the estimated supply over the current period and, therefore, the estimated payment. Advance payments are determined according to a forecast of the Client’s energy consumption until the next meter reading, and the applicable energy tariffs. In the event that the Client has not previously purchased electricity from the Supplier, the standard annual consumption shall be used, or any other estimate that the Grid Operator provides. The Supplier shall then calculate the advance payment amount by dividing the forecast total price until the next meter reading by the number of advance payment periods until that meter reading. Settlement shall be carried out at least once annually. The Client may request that advance payments be changed. The Supplier shall respond if the request is reasonable taking into account current market conditions and forecast consumption, and may ask the Client to justify such a request. The Supplier shall give the Client a closing statement every year unless it has not received the requisite data (promptly).
8. The payment term is fifteen (15) days from the invoice data, unless agreed otherwise as stipulated in the Agreement. The Client shall be deemed to have accepted the invoices in the absence of any objection within ten (10) days of the invoice date. The Supplier shall send the invoices to the registered address of the Client, unless agreed otherwise. Objections to the invoice by the Client do not in any way suspend its payment obligation. The Client may not offset any amounts that it is due to pay with any amounts owed to it by the Supplier.
9. The Supplier may require a bank guarantee, security or advance payment of invoices from the Client in the event that and when the Supplier considers it reasonable/necessary. This security may not, however, exceed the total estimated invoice amount over a consumption period of three months. The Supplier shall immediately refund the security as soon as it believes that it is no longer required. The Supplier may not offset the security with any amounts that it is owed by the Client and refund the balance to the Client.
10. If ‘Bandwidth’ applies in the Agreement, the Client undertakes to limit the deviation between the actual consumption and contractual consumption on an annual basis to the maximum percentage of the ‘Bandwidth’ outlined in the Agreement. In the event that the Supplier, based on metering data from the Grid Operator, determines that the actual supply for Normal and/or Off-Peak Hours will exceed or fail to reach the limit of the Bandwidth of the Contractual Annual Volume for Normal and/or Off-Peak Hours respectively, the Client must pay the Supplier a compensation amount for the Deviated Annual Volume. In the event that the limit is exceeded, the compensation amount shall be the value of the Deviated Annual Volume calculated on the basis of the difference between the average Belpex quotation over the past contract year, plus 30 per cent, and the Price. In the event that the limit is not reached, the compensation amount shall be the Deviated Annual Volume calculated on the basis of the difference between the Price, plus 30 per cent, and the average Belpex quotation over the past contract year.
ARTICLE 8 NON-PAYMENT
1. In the event that the Client does not pay, does not pay in full and/or on time or if a direct debit is refused by its financial institution, it shall be automatically in default and without notice thereof. All unpaid invoices shall be increased by statutory interest of eight (8) per cent per year from the due date and lump-sum compensation of ten (10) per cent of the outstanding invoice amount. This in no way excludes the right of the Supplier to compensation for all costs resulting from the non-payment, such as dunning costs (EUR 10 for a first dunning and EUR 25 for a second dunning), costs of judicial and/or extrajudicial collection, additional file costs, collection costs and/or legal fees incurred. This also applies to transactions realised by the Grid Operator for the Client and charged on to the Supplier. In the event that the Supplier proposes an instalment plan to the Client, it shall charge an administration fee of EUR 25 to prepare the plan. The amounts referred to in this paragraph are due and payable immediately.
2. Late payment of an invoice shall mean that all other invoices become due and payable immediately, even if the Supplier had previously permitted a payment period.
3. In the event that the Client has paid late on two occasions in the previous twelve-month period, the Supplier shall be entitled to terminate the Agreement with immediate effect or to require a special bank guarantee from the Client or the depositing of a sum equal to the value of three months of estimated consumption.
ARTICLE 9 LIABILITY
1. The Supplier is liable only for direct damage caused by fraud, gross negligence or wilful misconduct on the part of the Supplier or its appointees and attorneys-in-fact in respect of the Client.
2. The Supplier shall under no circumstances be obligated to pay compensation for immaterial or indirect damage, consequential damage and/or business damage, to include but without being limited thereto, loss or profit or income, loss of image, loss of clientele, generation or data. The Client shall indemnify the Supplier against all claims by third parties to compensation for damage(s) and/or costs, with whatever reasoning, that are related to the obligations of the Supplier under the Agreement. The Supplier is not liable for any interruption, limitation or defect in the supply of electricity that can be attributed to the failure or malfunction of (i) any system or connection belonging to the Client and/or of (ii) the grid and/or any other technical control system in the power and/or to (iii) the absence, interruption or termination of any connection agreement between the Client and the Grid Operator. The Client shall indemnify and hold harmless the Supplier against all damage(s) and costs resulting from the non-compliance of the Client in relation to its obligations as referred to in Articles 4.1 and 4.2 or any unlawful act by the Client in respect of the Grid Operator.
3. The Supplier is not liable for damage resulting from any shortcoming on the part of the Grid Operator.
4. The liability of the Supplier is limited in any event to the total amount that the Supplier has invoiced and receives from the Client during the contract year in which a damaging event occurred, to a maximum amount of EUR 50,000 per case of damage. The Client must inform the Supplier in writing of all claims for compensation within 30 calendar days of the damaging event occurring or after it could reasonably have determined the damage, on penalty of forfeiting the claim for compensation.
5. In the event that the Agreement is concluded with more than one Client, they are jointly and severally bound to the Supplier, unless agreed otherwise.
6. The Client shall refrain from any action or negligence that hinders or prevents the Supplier from complying with its obligations under the Agreement or causes personal or material harm. The Client shall impose the same obligation on its employees, subordinates and/or non-subordinates.
ARTICLE 10 FORCE MAJEURE
1. In the event that a Party is prevented from meeting its obligations under the Agreement as a consequence of force majeure, that Party shall inform the other Party of that impediment immediately. It shall also update the other Party on all developments relating to the situation of force majeure. The obligations that the Party affected by force majeure is unable to meet shall be suspended for the duration of the situation of force majeure. The Client is not released from its purchase obligation in the event of force majeure on the part of the Supplier, to the extent that this is still technically possible.
2. Force majeure is considered to be any event that is beyond the reasonable control of a Party that renders meeting that Party’s obligations under the Agreement impossible, to include but without being limited thereto interruptions in transmission and distribution, failure or non-functioning of the systems of the Grid Operator, shortcoming on the part of the Grid Operator, lack of a connection agreement, impediments to offtake by the Client due to the failure or malfunctioning of the Client’s connection and/or extraordinary weather conditions, strike, etc. Strike or lock-out shall not be considered force majeure on the part of the Client.
3. In the event that the period of force majeure lasts for longer than three months, both Parties shall be entitled to terminate the Agreement, either in full or in party, in writing, without any compensation being due from either Party.
ARTICLE 11 EARLY TERMINATION
1. The Parties may terminate the Agreement early, without judicial intervention and with immediate effect in the event of: (i) discontinuation of payments or declaration of a state of bankruptcy on the part of the other Party; (ii) a structural shortcoming in the performance of the Agreement by the other Party.
2. In addition, the Supplier may rescind the Agreement, without judicial intervention and with immediate effect, in the event of: (i) rescission or termination of the requisite connection agreement between the Client and the Grid Operator; (ii) upon a switch of the Offtake Point(s) stated in the Agreement to another supplier; (iii) non-payment for at least thirty (30) days following written notice of default from the Supplier; (iv) failure on the part of the Client to comply with the requested guarantees.
3. In the event of early termination by the Supplier on the grounds stated in paragraphs 1 and 2 of this Article, the Client shall be liable to pay compensation to the Supplier. The Supplier shall determine the amount of the compensation, taking into consideration the value of the minimum remaining Contractual Annual Volume or estimated consumption. In the event that no Contractual Annual Volume was agreed, the remaining volume shall be estimated on the basis of the most recent annual consumption. The compensation shall be calculated on the basis of the average Price of the past twelve (12) months. Terminations before the end of the first contract year shall be calculated on the basis of the average Belpex quotation of the past twelve (12) months, plus the surcharge stated in the Agreement.
4. In the event that the Client terminates the Agreement early, it must pay the Supplier an early termination fee of a minimum of EUR 500 to cover administration costs, unless the Supplier can demonstrate higher administration costs, plus the value of three (3) months of contractual or estimated consumption for each incomplete contract year. The early termination feel shall be calculated on the basis of the average Price of the past twelve (12) months. Early termination fees before the end of the first contract year shall be calculated on the basis of the average Belpex quotation of the past twelve (12) months, plus the surcharge stated in the Agreement. In the event that the damage to the Supplier exceeds this early termination fee, the Supplier shall be entitled to evidence this and hold the Client liable for all damage(s) suffered.
5. An SME may terminate the Agreement at any point in time with a notice period of one (1) month. In that case, the SME shall not be required to pay an early termination fee to the Supplier.
6. Early termination of the Agreement shall mean that all amounts still owed by the Client shall become due and payable immediately, to include any compensation amounts and early termination fees as referred to in paragraphs 1 to 5 of this Article.
7. The Supplier may terminate the Agreement early and at no charge in the event of a withdrawal of the supply permit by the regulator and/or the termination of the access contract by the Grid Operator, whereby the Supplier shall observe a notice period of one (1) month. In that case, the Supplier shall notify the Client of the termination by means of registered letter.
8. In the event that the Agreement comes to an end, except in the situation as referred to in paragraph 7 of this Article, the Supplier shall be entitled have the Offtake Point(s) blocked and to charge the corresponding costs on to the Client.
9. In the event that the Grid Operator informs the Supplier that the Client has concluded a contract for its Offtake Point(s) – and, if applicable, its Injection Points – with another supplier, this shall be considered early termination by the Client within the sense of this Article. In the event that the Client wishes to terminate the Agreement without having concluded a contract with another supplier, the Client must notify the Supplier by registered letter.
ARTICLE 12 – CHANGE TO THE LEGAL FRAMEWORK
1. Any change to the legal framework that occurs after the signing of the Agreement and that is of such a nature that it gives rise to a significant imbalance between the commitments that are the subject of the Agreement, shall entitle the Party to request a renegotiation of the Agreement in order to restore the original balance and to adjust the Agreement as required. In the event that continuation of the Agreement is no longer possible, the Parties shall consult about concluding a new agreement.
A change to the legal framework means the approval, change or repeal of a European regulation, federal or regional regulation, act, decree, ordinance or implementing decision or regulation of the energy market, or the applicable interpretation thereof. A significant imbalance between the commitments of the Parties within the sense of this Article will come into being if, inter alia, this change would give rise to an imbalance with an impact of more than five (5) per cent on the price of green electricity and/or CHP certificates or of Guarantees of Origin, if the price for the certificates or Guarantees of Origin is stipulated in the Agreement.
2. A change to the legal framework that may cause this Article to be invoked shall not release either Party from its obligations under the Agreement.
ARTICLE 13 PROCESSING OF PERSONAL DATA
ARTICLE 14 CHANGES TO THESE GENERAL TERMS AND CONDITIONS
1. Only the Supplier’s General Terms and Conditions apply to all quotes, offers and/or agreements with the Supplier relating to the provision of services.
2. The Supplier may change these General Terms and Conditions and the rules and regulations that apply on their basis. Changes shall enter into effect with effect from the first day of their publication on the Supplier’s website.
3. Changes shall also apply in relation to existing agreements. The Supplier shall inform the Client of the change in writing or by e-mail. If the Client is not in agreement with the change and this change is not a result of compulsory legislation, the Client shall be entitled to terminate the Agreement. The Client shall inform the Supplier of this termination in writing within thirty (30) days of receiving notification from the Supplier. The Client must observe a notice period of a minimum of three (3) months, unless the Supplier agrees to a shorter notice period. The unchanged General Terms and Conditions shall apply to the Agreement during the notice period.
ARTICLE 15 FINAL PROVISIONS
1. The Supplier may transfer its rights and obligations under this Agreement to a third party. The Client grants its consent to this in advance.
2. The Client agrees that the Agreement shall remain in effect in the event that the legal form of the Supplier is changed to another legal form or if the Supplier transfers (part of) its operations to a third party or in the event that the Agreement is transferred to a third party. The Client shall inform the Supplier immediately in the event that the legal form of the Client is changed to another legal form or in the event that the Client transfers its operations to another legal identity. The Supplier shall be entitled to terminate the Agreement within ten (10) working days of being made aware of this change.
3. The validity of the Agreement shall not be affected by the invalidity of any provision or part thereof. In the event of the invalidity of a provision, the Parties shall negotiate with a view to replacing the invalid (parts of a) provision with a provision that approximates the content of the invalid provision and that is consistent with the intention of the Parties and the remainder of the Agreement.
4. The failure on the part of a Party to insist on compliance with one or more provisions of the Agreement shall not be taken as a revocation of that provision or as a limitation of the rights of that Party.
5. The Supplier and the Client recognise the confidentiality of this Agreement and all information exchanged between the Parties within the context of this Agreement. Neither Party shall disclose the content of this Agreement or the information exchanged to third parties without mutual consent. This confidentiality obligation shall not apply to: data shared with the Grid Operator and data that a Party must disclose by law or following a compulsory request from a public body. In the event that it suspects or can reasonably suspect that the confidentiality obligation with regard to any information has been breached, the Client shall inform the Supplier accordingly, irrespective of whether that breach relates to its own organisation or to third parties engaged by Client.
6. The courts of the district of Antwerp shall have exclusive jurisdiction to take note of all disputes that may arise between the Parties as a result of the Agreement and any schedules to the Agreement, or further agreements that may result from the Agreement, unless the Parties agree a different form of dispute resolution. Belgian law shall apply to this Agreement.
7. By signing the Agreement, the Client accepts the complete General and Special Terms and Conditions and acknowledges that it has taken prior note of them and waives any conflicting documents. In the event of a conflict between the General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail, except in relation to Bandwidth, whereby Article 7.10 of these General Terms and Conditions shall prevail, in relation to the Guarantees of Origin, whereby Article 7.5 shall prevail, and in relation to the (tacit) extension of the Agreement, whereby Article 2.4 shall prevail. These General Terms and Conditions are deposited with the Supplier and may be inspected or obtained free of charge. They can also be viewed on the Supplier’s website.