ALTERNATIV (A.W.S.) s.a.
1.1 General – Definitions
1.1 These are the general terms and conditions of sale of ALTERNATIV WORKSPACE SOLUTIONS NV/SA, with its office at 1050 Elsene/Ixelles, Zomerstraat/Rue de l’été 15, registered in the Crossroads Bank for Enterprises under number 0423.408.859, RPR/RPM Brussels (hereinafter “AWS”).
1.2 In these general terms and conditions of sale, the following terms shall have the following meaning:
- “Audiovisual technology solutions” refers to tailored or non-tailored solutions for the Buyer such as videoconferencing systems, interactive screens, sound systems, room reservation platforms with the associated software.
- “Services” refers to works performed by AWS including office design, renovation projects, workplace consulting or the installation of Audiovisual technology solutions, as described on the AWS website (www.alternativ.be/en/services).
- “Buyer” refers to the company entering into the Agreement with AWS.
- “Agreement” refers to the written agreement between AWS and the Buyer for the purchase of Products and/or the performance of Services of which these general terms and conditions of sale are an integral part.
- “Products” refers to office furniture, lighting, partitions, hardware and software that are part of Audiovisual technology solutions, tables and chairs, cafeteria equipment, as described on the AWS website (www.alternativ.be/en/products/).
2. Application of the general terms and conditions
2.1 These general terms and conditions of sale govern all quotations and orders as well as the contractual relationship between AWS and the Buyer.
2.2 Any amendment, deviation or addition to these general terms and conditions of sale shall be valid only upon their express inclusion in the Agreement between the parties.
2.3 These general terms and conditions of sale apply to the exclusion of the Buyer’s general terms and conditions.
3. Establishment of the Agreement
3.1 After contacting AWS (via the website, by email or by telephone) for the furnishing of office space, or the purchase of Products by the Buyer, AWS will prepare and transmit a non-binding price quotation for the Buyer’s approval.
3.2 The sending of catalogs and price lists is only intended to inform customers and, unless expressly stipulated otherwise, does not imply any commitment on the part of AWS.
3.3 The data mentioned in the catalog, on the website or in the price lists are not binding and are subject to change without prior notice. Samples are provided as examples. The material is supplied subject to the usual deviating sizes.
3.4 The Agreement is established by the Buyer’s signing of AWS’s quotation and/or acceptance of the order by AWS, as previously discussed with AWS and to which these general terms and conditions of sale apply.
3.5 The value of the order may be adjusted with the agreement of both parties based on the actual quantities delivered, if these quantities differ from those anticipated on the plan and stated in the order confirmation.
3.6 AWS’ s price quotations and specifications are always exclusive of any costs to be incurred with third parties in order to deliver the Products to the location chosen by the Buyer (e.g. costs for requesting a parking ban, for renting a furniture elevator, etc.). If AWS incurs such costs on behalf of the Buyer, they will be passed on at cost price to the Buyer, who will receive the necessary supporting documents.
4. Delivery date or delivery period
4.1 Unless expressly agreed otherwise in writing, delivery dates and deadlines are non-binding (obligation of means, no obligation of result).
4.2 In case a binding delivery deadline has been agreed upon, exceptional circumstances or force majeure will authorize AWS by operation of law to either suspend deliveries or cancel the Agreement. In neither case will the Buyer be able to claim damages from AWS.
“Exceptional circumstances” or “force majeure” should be understood to mean any situation or circumstance in which AWS is reasonably unable to fulfill its contractual obligations due to facts or circumstances beyond its control or for which it bears no responsibility.
4.3 AWS is not liable for possible delays in delivery due to (changes in) the procedure to request a parking ban from local authorities.
4.4 If, after placing an order, the Buyer requests to change the agreed delivery date, AWS reserves the right to charge the Buyer for any resulting additional costs.
5. Delivery location and transfer of risk
5.1 Risk passes to the Buyer as soon as the Products are delivered to the Buyer.
5.2 If the Buyer purchases the totality of the Products exclusively for its own use, the Products will be delivered and, if applicable, installed at the address mutually agreed upon between the parties.
5.3 In the absence of a delivery address agreed between the parties, AWS fulfills its delivery and installation obligation by delivering the Products to the Purchaser’s registered office.
5.4 When the Buyer purchases the Products in whole or in part in view of their resale, he is considered to be a buyer/reseller. Unless otherwise agreed, Products sold to a buyer/reseller are delivered at the Buyer’s warehouses. If the Buyer has failed to provide the address of its warehouses at the time of the order, AWS fulfills its obligation to deliver by delivering the Products at the Buyer’s registered office.
5.5 The choice of the means of transportation is exclusively up to AWS.
5.6 The buyer/reseller is responsible for the assembly and installation of the Products at his customer’s premises. He shall take care of the assembly and installation in accordance with the professional standards and instructions imposed by AWS. The buyer/reseller is assumed to have been made aware of these standards and instructions.
6. Retention of title
6.1 The Products delivered remain the exclusive and inalienable property of AWS until full and unconditional payment of the price, in principal and accessories.
6.2 If the Buyer fails to comply with its obligations to AWS, or if there is a well-founded fear that the Buyer will fail to do so in the near future, AWS reserves the right to take back the Products or have them taken back, at the Buyer’s expense regardless of in whose hands they are.
6.3 If the Buyer resells unpaid Products in defiance of AWS’s retention of title, AWS’s right of ownership extends to all claims that take the place of the encumbered Products, including the claims resulting from their transfer and those for compensation due to destruction, damage or loss of value of the encumbered Product.
6.4 The Buyer shall ensure that the Products remain readily identifiable until full and unconditional payment of the price due. He shall bear all risks of total or partial loss or damage to the Products.
6.5 The Buyer undertakes, in the event that third parties wish to establish rights to the Products subject to AWS’ reservation of title, to notify AWS immediately, and to inform the third parties of the existence of a reservation of title in favor of AWS.
6.6 The Buyer undertakes to cooperate with AWS, within reasonable limits, with all measures that AWS would take to protect its property rights in respect of the Products subject to its retention of title.
7. Third-party software licenses
7.1 AWS sells the Audiovisual technology solutions of third-party vendors, as well as the hardware and software for these solutions in its own name and for its own account.
7.2 However, for the purpose of using the Audiovisual technology solutions of third-party vendors, supplied and/or installed by AWS, the Buyer obtains one or more user license(s) directly from the third-party vendor(s). The arrangements regarding, among other things, the granting, use and termination of these licenses are governed exclusively by the contractual terms of the third-party vendor in question, for which AWS is not liable.
7.3 The Buyer hereby takes notice that the necessary personal data will be transferred by AWS to such third-party vendor for the purpose of activating the user license(s) for the benefit of the Buyer.
8. Warranty
8.1 AWS warrants that the Products will be free from defects in manufacturing and defects in materials.
8.2 No warranty will be granted for damage to the Products resulting from abnormal use or from any installation, manipulation (such as, for example, relocation), conversion or handling of the Products that is abnormal or that does not conform to the professional standards and instructions of AWS, by the Buyer or a third party. The Buyer is deemed to be aware of these standards and instructions and is deemed to have communicated them to its own customers.
8.3 If installation of the Products is performed at AWS’ expense, the warranty for installation defects shall only apply to the extent that such defects can be attributed to the installer appointed by AWS. Any handling of the Products by a person other than the AWS-approved installer, and any use of parts other than those supplied by AWS, will release AWS from any liability.
9. Acceptance and warranty
9.1 Acceptance of the Products and their installation shall be deemed accomplished if no protest has been made within 48 hours of delivery or final completion of the installation.
9.2 Any complaint for visible defects, non-conformity or installation error must be brought to the attention of AWS by registered letter, delivered by mail within a period of 48 hours after delivery of the Products or final completion of their installation. No complaint will be accepted thereafter for non-conformity, visible defect or installation error.
9.3 The Buyer benefits from the legal warranty for hidden defects of the Products if the hidden defect of the relevant Product existed at the time of delivery and/or installation and insofar as the hidden defect renders the Product unsuitable for its intended use or significantly reduces its use.
9.4 Any hidden defect of a Product must be reported to AWS by registered mail within a period of two months from the time when the Buyer discovered it or should normally have discovered it.
9.5 In the event of a proven hidden defect of a Product, the Buyer will have the choice between (i) returning the item and having the price refunded, (ii) keeping the item and having part of the price refunded, which part will be determined by experts, or (iii) the replacement of the Product afflicted with a hidden defect.
9.6 In the hypothesis that the hidden defect of a Product is due to AWS, any compensation due for damages suffered is that determined by law (Article 1646-1647 Old Civil Code).
10. Liability
10.1 AWS shall not be liable for damages caused to third parties by the Products or Services, except for willful miscondutc, its gross fault or that of its appointees or, except in case of force majeure, in case of failure to perform the essential commitments that are the subject of the contract.
11. Prices and payments terms
11.1 Unless otherwise stipulated, delivery and installation of the Products are included in the price.
11.2 AWS’ specifications and price quotations are based on the prices of raw materials, remuneration, commissions, salaries, etc…. valid on the day the quotation is prepared. Consequently, AWS reserves the right to adjust its prices according to the change of these parameters.
11.3 If a price adjustment occurs as a result of an adjustment of these parameters, AWS will notify the Buyer. If after a period of fourteen (14) days the Buyer does not terminate the Agreement in accordance with the termination provisions of the Agreement, the Buyer shall be deemed to have agreed to the change in parameters.
11.4 AWS’ invoices shall be paid either in cash or within thirty days of the invoice date.
11.5 A deposit of 30-40% of the price must be paid when the order is placed. AWS reserves the right to invoice according to the progress of the works for any works that take longer than 1 month.
and payable.
11.6 If, pursuant to the special terms of the Agreement, the Buyer has been granted payment terms, the non-payment of any one of these payment terms shall automatically entail the lapse of the granted payment terms and all outstanding amounts will immediately become due and payable.
11.7 Invoices are payable at the registered office of AWS, or to the account it designates, with all duties, taxes and bank charges or exchange costs of any kind being due by the Buyer.
11.8 If payment is made by way of deposit into a bank account, the date of payment shall be the date on which the sums due are available to AWS.
11.9 Any invoice not paid on the due date will be automatically increased by a fixed compensation equal to 15% of the amounts due, with a minimum of 74,37 EUR, to cover the administrative costs incurred as a result of late payment.
11.10 In addition, the Buyer shall be liable by operation of law and without prior notice of default to pay a conventional interest in accordance with article 5 of the law of 2 August 2002 on combatting late payments in business transactions. AWS also reserves the right to suspend or terminate the Agreement as well as any outstanding order.
12. Securities
AWS reserves the right, even after partial payment, to require from the Buyer sufficient collateral or personal securities to ensure proper performance of the Agreement. The refusal to comply gives AWS the right to suspend the performance of the Agreement, or to terminate the sale of the Products and/or Services in whole or in part.
13. Suspension or dissolution of the Agreement
13.1 AWS reserves the right, without prior notice of default, to suspend performance of the Agreement in whole or in part or to dissolve the Agreement in whole or in part:
- in case of bankruptcy, liquidation, takeover of its activity or relocation of its registered office, cessation of payment or impairment of credit, etc. of the Buyer;
- in the event of seizure, sealing, etc…. of the Buyer’s Products.
13.2 In case of dissolution of the Agreement – in whole or in part – due to a fault of the Buyer, the Buyer will pay to AWS a lump-sum compensation equal to 20% of the total amount of the Agreement, by way of lump-sum compensation for costs incurred and lost profits, without prejudice to the right of AWS to prove the existence of greater damage.
14. Use of personal data
AWS uses the Buyer’s personal data only in accordance with the Privacy Statement of which the Buyer is notified at the time of the written confirmation of the order.
15. Applicable law and competent courts
15.1 All disputes and proceedings that would arise from the performance of the Agreement fall within the exclusive jurisdiction of the Courts of Brussels.
15.2 The Agreement is governed by Belgian law.
16. Invalidity
The invalidity of any provision or part of a provision under these general terms and conditions of sale shall in no way affect the validity of the remainder of the provision or clauses.