16-10-2020

General Conditions

General terms and conditions Offiservices

1. Scope and knowledge

Without prejudice to the application of any special terms and conditions included in a separate written agreement between the parties, these general terms and conditions apply to any offer, quotation, or agreement between Offiservices and its customer. In the event of any conflict between these general terms and conditions and any separate written agreement concluded between the parties, the provisions of the separate written agreement shall prevail.

Acceptance of these general terms and conditions implies that the customer completely renounces the application of his own general (purchase) conditions.

2. Unilateral price change

The applicable price is the price as communicated by Offiservices. If a price increase should occur between the date of order and the date of delivery as a result of a change of exchange rate or a change in any tax or tax on the merchandise or service, this may always be passed on by Offiservices, without the right for the customer to terminate the agreement.

3. Delivery

3.1. Immediately after receipt of the delivered goods, the customer must check whether the delivered goods correspond with what was ordered. Complaints about visible defects must be communicated in writing to Offiservices no later than 3 days after receipt of the goods, whereby the customer must describe the defects in a detailed manner. The use of the delivered goods by the customer irrevocably implies their acceptance.

3.2. The delivery times communicated by Offiservices are purely indicative. However, in the event of abnormal delay in delivery, the customer has the right to cancel the purchase by registered letter, provided that Offiservices has still not delivered within a period of one month after Offiservices has been given notice of default by the customer by registered letter. The customer explicitly renounces any other possible means of redress, in particular the award of any form of compensation.

4. Transfer of Ownership and Risk

4.1. The ownership of the sold good will only be transferred to the customer after full payment of all that the customer owes in return for the goods delivered or to be delivered by Offiservices, including payment of the agreed price, costs, interests, and any damages. Nevertheless, the risks of loss of the sold good will be transferred in full to the customer from the moment the sold good was delivered to him.

4.2. Until the ownership of the sold good has been effectively transferred to the customer,

(i) the customer is expressly prohibited from using the delivered goods as a means of payment, pledging or encumbering them with any other security right;

(ii) the customer will affix a sign on the delivered goods that clearly legibly indicates that the delivered goods remain the property of Offiservices. The customer undertakes to immediately notify Offiservices in writing of any attachment that would be imposed on the sold goods by a third party.

5. Price and payment

5.1. The invoices of Offiservices must be paid no later than their due date.

5.2. If it has been agreed between the parties that the customer may repay the outstanding amounts in different installments, the customer will lose the benefit of these staggered payments if he has not made one partial payment on time or in full. In that case, the full outstanding amount will automatically become due and payable, without prior notice of default.

5.3. In the event of non-payment of the invoice within the set term, a late payment interest of 1% per month on the unpaid invoice amount will be due from the due date by operation of law and without prior notice of default. Also, by operation of law and without prior notice of default, a flat-rate compensation is due in the amount of 10% of the invoice amount still due, with a minimum of € 40 per invoice, without prejudice to the right of Offiservices to claim a higher compensation, subject to evidence of higher actual damage.

5.4. In the event of non-payment of an invoice on the due date, all other outstanding claims against the customer will also become due and payable by operation of law and without prior notice of default.

In that case, Offiservices reserves the right to suspend the execution of all current assignments, and this without prior notice of default and without compensation.

5.5. Payments made by the customer to Offiservices are first charged on the costs owed by the customer, then on the interest due, and only then on the principal amount due.

6. Liability, warranties, and exonerations

6.1. The customer accepts that Offiservices can also invoke against the customer the exceptions, exonerations, and warranty limitations that the manufacturer can invoke with regard to Offiservices.

6.2. The liability of Offiservices for any hidden defects in the goods delivered by Offiservices is limited to defects that manifest themselves within three months after the delivery of the goods. Any hidden defects must in any case, under penalty of forfeiture of recourse, immediately and at the latest within eight days after the discovery of the defect, be reported by the customer to Offiservices by registered letter. This notification must contain a detailed description of the defect. Complaints due to hidden defects do not suspend the customer’s payment obligation.

6.3. Insofar as Offiservices is dependent on the

cooperation, services, and deliveries of third parties, it cannot be held liable for any damage resulting from its fault, including its serious or deliberate fault.

6.4. Except in the case of fraud, willful error, or grave error, Offiservices is not liable for or obliged to pay compensation for intangible, indirect, or consequential damages, including (but not limited to) loss of profit, loss of turnover, loss of income, production limitations, administration or personnel costs, increase in general costs, loss of clientele or claims of third parties.

6.5. In the event that the goods delivered by Offiservices should show defects, the customer can only claim a repair or replacement of the delivered goods, without the customer being able to claim any form of compensation.

6.6. Except in the event of fraud, willful error, or serious error, the liability of Offiservices towards the customer is at all times limited to the amount covered by the liability insurance taken out by Offiservices. This cover amounts to a maximum of € 1,250,000.00 per claim.

7. Cancellation

7.1. If the agreement between Offiservices and the customer was concluded for an indefinite period,

each party has the right to cancel the agreement unilaterally and without motivation, provided that the other party is given a notice period of at least three months. The cancellation must be notified to the other party by registered letter. The notice period starts on the first day of the calendar month following the calendar month in which the notice was given. However, if the customer cancels the contract for an indefinite period within one year, the customer must pay Offiservices a cancellation fee equal to the total of the monies that were still owed up to the first anniversary of the agreement.

7.2. If the agreement between Offiservices and the customer has been concluded for a definite period, it will be tacitly renewed from year to year after the expiry of the initial term, unless it is notified by one of the parties at least three months before the expiry of the current period. the letter is canceled. If the customer cancels the fixed-term agreement before the first expiry date, the customer must pay Offiservices a termination fee equal to the total of the monies that were still owed up to the due date of the initial term of the agreement.

8. Termination

8.1. The customer only has the right to dissolve the agreement with Offiservices in the event of a serious fault on the part of Offiservices, on the condition that the customer must notify Offiservices of the dissolution no later than fourteen days after the discovery of the serious fault.

8.2. Offiservices has the right to dissolve the agreement with the customer at any time, with immediate effect, without judicial authorization, without prior notice of default, and without payment of any compensation, in the following cases:

If the customer, despite a written notice of default observing a term of at least seven calendar days, remains in default of the timely and proper fulfillment of one or more obligations arising from the agreement;
In the event of suspension of payment or the application for bankruptcy by the customer;
In the event of liquidation or discontinuation of the customer’s activities;
If control over the customer changes;
If (part of) the client’s assets are seized;
If Offiservices has good reason to doubt that the customer will fulfill his obligations towards Offiservices.
In the event of dissolution, Offiservices also reserves the right to claim compensation for the costs, interest, and damage that Offiservices has suffered, and all claims of Offiservices on the customer become immediately due and payable.

9. Other provisions

9.1. If a provision (or part thereof) of these general terms and conditions would be unenforceable or in conflict with a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions, nor the validity and enforceability of that part. of the relevant provision that is not unenforceable or in conflict with a provision of mandatory law; in such case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that is as close as possible to the purpose and scope of the original provision.

9.2. Only Belgian law applies to the agreements that Offiservices concludes with its customers.

9.3. In the event of a dispute between Offiservices and its customer, only the courts of Antwerp will be competent, including the Justice of the Peace of the Eerste Kanton in Antwerp.