of Added Value Industrial Services bv
All offers and agreements of the private limited liability company (“besloten vennootschap”, abbreviated to “BV”) organised and existing under the laws of Belgium Added Value Industrial Services (“AVIServ”) are subject to these General Terms and Conditions (‘Terms’).
Version 1 MAR 2021.
Article 1 – Validity of offers and formation of the agreement
AVIServ’s offers are in principle non-binding and only valid for a period of 30 calendar days, unless expressly stated otherwise. In the case of non-binding offers, the agreement is formed at the moment that AVIServ confirms the order, or an explicit agreement has been entered into. In the case of binding offers, the agreement is formed at the moment and on the condition that acceptance by the client is granted within the validity period.
Changes made to our offers are only valid if they have been accepted by us in writing.
Article 2 – Payment
Unless otherwise stated in the offer, the price of the goods will be invoiced at the time of shipment – regardless of the delivery terms.
The delivery of services/contracting of works (including when goods are also delivered for this) are invoiced according to the regime included in the offer or specific agreement.
For services or works that are spread over a longer period, AVIServ has the right to issue interim invoices according to the progress of the works.
Invoices must be paid within 30 days of their sending unless otherwise stated.
If this does not happen, late payment interest will be owed on the sums still due at an interest rate of 8.5% per
year, capitalised monthly, by operation of law (“ipso iure”) and without notice of default.
In addition, amounts due but not paid on the due date will be increased by fixed damage compensation of 10% of the amount still due, with a minimum of € 125, by operation of law (“ipso iure”) and without notice of default.
Article 3 – Price revision
Even in the case of an absolute fixed amount, any change in wages, social security charges, the prices of materials or their transport shall result in a price revision that is applied to the relevant invoicing of the works carried out according to the Agoria index for technology companies (average for Belgium).
Article 4 – Unforeseen circumstances
All new circumstances that were reasonably unforeseeable and unavoidable when the offer was submitted, and that would make execution of the agreement financially or otherwise harder or more difficult than normally foreseen, will be considered as cases of force majeure. AVIServ has the right to request a reasonable revision or termination of the assignment or agreement.
If these circumstances result in an interruption of the works, the execution period is automatically suspended for the total duration of the delay caused by this interruption.
Article 5 – Changes and additional works
Even in the case of an agreement with a fixed price, any change or additional work ordered by the client as well as the determination of the price can be proven by all legal means.
Article 6 – Safety coordination
Unless otherwise stated, safety measures imposed by the safety coordinator that are not known at the time on which our offer is submitted are not included in the offer price.
Article 7 – Deadline
Unless specifically agreed, delivery periods and deadlines are best efforts obligations, whereby AVIServ makes reasonable efforts to comply with the specified period. In any case, delays caused by unforeseen delays at AVIServ’s suppliers cannot result in liability on the part of AVIServ.
Article 8 – Cancellation
If the client cancels the agreed work or delivery of goods in whole or in part, it is obliged to compensate AVIServ for all expenses, labour and everything that AVIServ could have gained from those works, estimated at a fixed rate of 20% of the non-executed work, without prejudice to AVIServ’s right to demonstrate actual damage if this is higher.
Article 9 – Completion and acceptance
As soon as the works have been completed, the client must proceed with acceptance of the works. Small imperfections or unfinished work, the value of which is less than 10% of the contract price, cannot be invoked to refuse acceptance. In such a case, the client must only pay for that which has been accepted, and any defects will be remedied within one month.
Collection by the client, or delivery and installation by AVIServ in the presence of the client, is regarded as acceptance. In any case, the client never has more than 5 working days after the delivery or installation, or completion of the works, to make comments to AVIServ.
Acceptance implies approval by the client of the works and acceptance of the delivered goods, and excludes it from making any appeal due to visible defects or incomplete or defective delivery.
Article 10 – Minor and hidden defects
The warranty period on delivered goods including for hidden defects is one year after delivery or the date of the last performed work or services.
Furthermore, a legal claim on such a ground is only possible if a clear written notice of default was sent within one month, and is admissible only if it is instituted within a period of 6 months from the day the client had or should have become aware of the problem. However, this period will be suspended during the period during which serious negotiations take place with a view to finding a solution to the (impending) dispute.
Article 11 – Transfer of risks
The risk attached to the goods to be delivered transfers at the moment of leaving AVIServ’s warehouse or other location from which AVIServ ships or from which shipments are made on behalf of AVIServ.
The risk attached to work or services to be performed is transferred for work on site by AVIServ at the time of shipment (if no installation), or at the time of installation at the client.
Article 12 – Retention of title
Delivered goods remain the property of AVIServ until full payment, even after their incorporation in other products. AVIServ may extract and take back the materials without the client’s permission.
When invoking the right to take back products, AVIServ may keep the advances paid as compensation for its damage.
When AVIServ exercises this right, it shall inform the client by registered letter, and the client is deemed to be aware of this on the second working day after it has been sent.
Article 13 – Liability
AVIServ can never be held liable for consequential damage. Consequential damage includes: loss of production, profit, revenue or opportunity; damage to equipment, property and materials that are not part of the good or installation supplied by AVIServ, or the works or services provided by AVIServ; damage that is indirect, or that could not reasonably have been anticipated, or which is punitive.
The contractual or extra-contractual liability of AVIServ can never exceed the lower of 100 x the value of the delivery or order to which the agreement relates, or 1 million euros.
AVIServ cannot be held liable for information it provides outside of its contractual obligations, such as incidental and non-compensated technical information provided in connection with the mere delivery of goods, or in the context of making an offer.
Article 14 – Disputes
In the event of a dispute about the validity, implementation or interpretation of this agreement, only the courts of Antwerp have jurisdiction.