General terms and conditions AAVOS International bv
Email: email@example.com Website: www.aavos.be
- AAVOS International bv: AAVOS International bv, established at Sparkevaardekenstraat 3 8600 Diksmuide, Belgium under VAT number no. BE 0451.488.379.
- Customer: the person with whom AAVOS International bv has entered into an agreement.
- Parties: AAVOS International bv and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Article 1 – Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of AAVOS International bv.
- The parties can only deviate from these terms and conditions if they have expressly agreed to do so in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
Article 2 – Offers and quotations
- Offers and quotations from AAVOS International bv are without obligation, unless expressly stated otherwise.
- An offer or quotation is valid for a maximum of 30 days , unless another acceptance period is stated in the offer or quotation.
- If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
- Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed in writing.
Article 3 – Acceptance
- Upon acceptance of a non-binding offer or offer, AAVOS International bv reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
- Verbal acceptance of the customer only binds AAVOS International bv after the customer has confirmed this in writing (or electronically).
Article 4 – Prices
- All prices that AAVOS International bv uses are in euros, are exclusive of VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or otherwise agreed.
- AAVOS International bv can change all prices that AAVOS International bv uses for its services and products, on its website or that have otherwise been made known.
- The parties agree on a total amount as a target price for a service provided by AAVOS International bv, unless the parties have expressly agreed in writing a fixed price, from which it is not possible to deviate.
- AAVOS International bv is entitled to deviate up to 10% of the target price.
- If the target price is more than 10% higher, AAVOS International bv must inform the customer in good time why a higher price is justified.
- If the target price is more than 10% higher, the customer has the right to cancel the part of the assignment that exceeds the target price plus 10%.
- AAVOS International bv has the right to adjust the prices annually.
- Prior to its entrance, AAVOS International bv will communicate price adjustments to the customer.
- The consumer has the right to terminate the agreement with AAVOS International bv if he does not agree with the price increase.
Article 7 – Payments and payment term
- AAVOS International bv may require a deposit of up to 50% of the agreed amount when entering into the agreement.
- The customer must pay declarations to AAVOS International bv within 30 days of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
- Payment terms are considered to be strict payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term, he is in default and in default by operation of law, without AAVOS International bv having to send the customer a reminder or give notice of default.
- AAVOS International bv reserves the right to make a delivery conditional on immediate payment or to require a guarantee for the total amount of the services or products.
Article 8 – Consequences of non-timely payment
- If the customer does not pay within the agreed period, AAVOS International bv is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is charged for a whole month.
- If the customer is in default, he also owes extrajudicial collection costs and any compensation to AAVOS International bv.
- The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- If the customer does not pay on time, AAVOS International bv may suspend its obligations until the customer has fulfilled his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of AAVOS International bv against the customer are immediately due and payable.
- If the customer refuses to cooperate with the execution of the agreement by AAVOS International bv, he is still obliged to pay the agreed price to AAVOS International bv.
Article 9 – Right of complaint
- As soon as the customer is in default, AAVOS International bv is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
- AAVOS International bv invokes the right of complaint by means of a written or electronic communication.
- As soon as the customer has been informed of the right of complaint invoked, the customer must immediately return the products to which this right relates to AAVOS International bv, unless the parties make other agreements about this.
- The costs for retrieving or returning the products are borne by the customer.
Article 15 – Reimbursement of delivery costs
Article 18 – Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 19 – Right of retention
- AAVOS International bv can invoke its right of retention and in that case keep the customer’s products under him, until the customer has paid all outstanding bills with regard to AAVOS International bv, unless the customer has provided sufficient security for those costs.
- The right of retention also applies on the basis of previous agreements from which the customer still owes payments to AAVOS International bv.
- AAVOS International bv is never liable for any damage that the customer may suffer as a result of using his right of retention.
Article 20 – Set-off
Unless the customer is a consumer, the customer waives his right to settle a debt to AAVOS International bv against a claim against AAVOS International bv.
Article 21 – Retention of title
- AAVOS International bv remains the owner of all delivered products until the customer has fully fulfilled all his payment obligations towards AAVOS International bv on the basis of any agreement concluded with AAVOS International bv, including claims regarding the failure to comply.
- Until then, AAVOS International bv can invoke its retention of title and take back the goods.
- Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If AAVOS International bv invokes its retention of title, the agreement is considered dissolved and AAVOS International bv has the right to claim compensation, lost profit and interest.
Article 22 – Delivery
- Delivery takes place while stocks last.
- Delivery takes place at AAVOS International bv, unless the parties have agreed otherwise.
- Delivery of products ordered online takes place at the address indicated by the customer.
- If the agreed amounts are not paid or are not paid on time, AAVOS International bv has the right to suspend its obligations until the agreed part has been paid.
- In the event of late payment, there is a default of creditors, with the result that the customer cannot object to a late delivery to AAVOS International bv.
Article 23 – Delivery time
- The delivery times specified by AAVOS International bv are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
- The delivery time starts after the quotation signed by the customer for approval to AAVOS International bv has been confirmed in writing or electronically to the customer by AAVOS International bv.
- Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless AAVOS International bv cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise.
Article 24 – Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Article 25 – Transport costs
Transport costs are at the expense of the customer, unless the parties have agreed otherwise.
Article 26 – Packaging and shipping
- If the packaging of a delivered product is opened or damaged, the customer must, before receiving the product, have a note made by the forwarder or delivery person, failing which AAVOS International bv cannot be held liable for any damage.
- If the customer takes care of the transport of a product himself, he must report any visible damage to products or the packaging prior to transport to AAVOS International bv, failing which AAVOS International bv cannot be held liable for any damage.
Article 27 – Insurance
- The customer undertakes to adequately insure and keep the following things insured against, among other things, fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement
- cases of AAVOS International bv that are present at the customer
- items delivered under retention of title
- At the first request of AAVOS International bv, the customer provides the policy of these insurances for inspection.
Article 29 – Detention
- If the customer purchases ordered products only later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
- Any additional costs as a result of premature or late purchase of products are entirely at the expense of the customer.
Article 30 – Assembly/Installation
Although AAVOS International bv makes every effort to carry out all assembly and/or installation work as well as possible, it bears no responsibility for this except in the case of intent or gross negligence.
Article 31 – Warranty
- If the parties have entered into an agreement with a service character, this only contains an obligation of best efforts for AAVOS International bv and therefore no obligation to achieve results.
- The warranty with regard to products only applies to defects caused by defective manufacture, construction or material.
- The warranty does not apply in the event of normal wear and tear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties passes to the customer at the moment when they are legally and/or factually delivered, at least in the control of the customer or of a third party who receives the product on behalf of the customer.
Article 33 – Execution of the agreement
- AAVOS International bv executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- AAVOS International bv has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
- It is the customer’s responsibility that AAVOS International bv can start the execution of the agreement in a timely manner.
- If the customer has not ensured that AAVOS International bv can start the execution of the agreement in time, the resulting extra costs and/or extra hours will be borne by the customer.
Article 34 – Provision of information by the customer
- The customer makes all information, data and documents relevant to the correct execution of the agreement available to AAVOS International bv in a timely manner and in the desired form and in the desired manner.
- The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they come from third parties, insofar as the nature of the agreement does not result otherwise.
- If and insofar as the customer requests this, AAVOS International bv will return the relevant documents.
- If the customer does not make available, not on time or not properly, the information, data or documents reasonably required by AAVOS International bv and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.
Article 35 – Duration of the service contract
- The agreement between AAVOS International bv and the customer regarding a service or services is entered into for an indefinite period, unless something else follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.
- If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after the end of the term, unless 1 of the parties terminates the agreement with due observance of a notice period of 3 months, or a consumer terminates the agreement with due observance of a notice period of 1 month, as a result of which the agreement ends by operation of law.
- If the parties have agreed on a deadline for the completion of certain activities within the term of the agreement, this is never a deadline. If this period is exceeded, the customer must give AAVOS International bv written notice of default.
Article 38 – Termination of service agreement for an indefinite period
- The customer can terminate an agreement for a service that has been entered into for an indefinite period at any time with due observance of a notice period of 3 months.
- A consumer has the right to terminate a contract for a service for an indefinite period with due observance of a notice period of 1 month.
Article 42 – Indemnification
The customer indemnifies AAVOS International bv against all claims from third parties that are related to the products and/or services provided by AAVOS International bv.
Article 43 – Complaints
- The customer must examine a product or service provided by AAVOS International bv as soon as possible for any shortcomings.
- If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform AAVOS International bv as soon as possible, but in any case within 1 month after detection of the shortcomings.
- Consumers must inform AAVOS International bv of this within 2 months after detection of the shortcomings.
- The customer provides as detailed a description of the shortcoming as possible, so that AAVOS International bv is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to AAVOS International bv being obliged to perform other activities than agreed.
Article 44 – Notice of default
- The customer must notify notices of default in writing to AAVOS International bv.
- It is the customer’s responsibility that a notice of default actually reaches AAVOS International bv (on time).
Article 45 – Joint and several liability of the customer
If AAVOS International bv enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to AAVOS International bv on the basis of that agreement.
Article 46 – Liability AAVOS International bv
- AAVOS International bv is only liable for any damage suffered by the customer if and insofar as such damage is caused by intent or deliberate recklessness.
- If AAVOS International bv is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
- AAVOS International bv is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
- If AAVOS International bv is liable, this liability is limited to the amount paid out by a (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
- All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Article 47 – Expiry period
Any right of the customer to compensation from AAVOS International bv expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 48 – Right to dissolution
- The customer has the right to dissolve the agreement if AAVOS International bv imputably fails to fulfil its obligations, unless this shortcoming, given its special nature or minor significance, does not justify the dissolution.
- If the fulfilment of the obligations by AAVOS International bv is not permanently or temporarily impossible, dissolution can only take place after AAVOS International bv is in default.
- AAVOS International bv has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if AAVOS International bv has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.
Article 49 – Force majeure
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of AAVOS International bv in the fulfillment of any obligation towards the customer cannot be attributed to AAVOS International bv in a situation independent of AAVOS International bv, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations is not reasonably of AAVOS International bv may be required.
- The force majeure situation referred to in paragraph 1 also includes – but is not limited to – a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a force majeure situation occurs as a result of which AAVOS International bv cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until AAVOS International bv can meet them again.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- AAVOS International bv does not owe any (damage) compensation in a force majeure situation, even if it enjoys any benefit as a result of the force majeure situation.
Article 50 – Amendment of the agreement
- If, after the conclusion of the agreement, it appears necessary to change or supplement its content for its execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
- Previous member does not apply to products purchased in a physical store.
Article 51 – Amendment of general conditions
- AAVOS International bv is entitled to change or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- AAVOS International bv will discuss major substantive changes with the customer as much as possible in advance.
- Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.
Article 52 – Transfer of rights
- Customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of AAVOS International bv.
- This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, Civil Code.
Article 53 – Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove null and void or voidable, this will not affect the other provisions of these terms and conditions.
- In that case, a provision that is void or voidable will be replaced by a provision that is closest to what AAVOS International bv had in mind when drawing up the conditions on that point.
Article 54 – Applicable law and competent court
- Any agreement between the parties is exclusively governed by Belgian law.
- The Belgian court in the district where AAVOS International bv is located / keeps practice / has its office is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.
Drafted on 16 January 2016.