GENERAL CONDITIONS – AIRCLIMA BV
Article 1. Validity of these conditions
1.1 These conditions apply to all agreements entered into with and by Installation Company Air.clima, located in Kontich. Hereinafter referred to as Air.clima.
1.2 The client’s order counts as acceptance of Air.clima’s general terms and conditions. Special deviating conditions from Air.clima are only binding if they have been agreed in writing.
1.3 The present general conditions take precedence over all other purchase conditions.
Article 2. Offers
All offers and / or quotations are without obligation, unless explicitly stated otherwise. Oral commitments by Air.clima are not binding, unless confirmed in writing by Air.clima.
Article 3. General terms and conditions of subcontractors and / or third parties
3.1 Air.clima only accepts the applicability of general terms and conditions of contract partners and / or third parties if they have been expressly agreed in writing.
3.2 However, any applicability of the aforementioned general terms and conditions does not affect the applicability of the general terms and conditions of Air.clima, unless they are contrary to those general terms and conditions of contract partners and / or third parties.
3.3 General terms and conditions are only accepted by Air.clima under the aforementioned conditions and only apply to the intended transaction. Subsequent transactions will not automatically be settled again through those purchase conditions.
Article 4. Agreement
4.1 The agreement for the purchase and sale of goods and the performance of work will only become binding on Air.clima by means of its written confirmation.
4.2 Every agreement entered into with Air.clima contains the resolutive condition that it will prove to him of sufficient creditworthiness of the client, this only at his own discretion. The Client will allow Air.clima to request information regarding him if necessary.
4.3 Information regarding the offered such as properties, dimensions, weight, etc., as well as information in printed matter, drawings, images, etc. provided by Air.clima with the order, are not binding for him and are given in good faith. It is the client’s duty to ensure that printed matter, drawings, images, etc. are neither copied, nor made available to third parties, or that the contents thereof are communicated to third parties.
4.4 The risk of errors and / or inaccuracies with orders not confirmed in writing is entirely for the account of the client.
4.5 Any changes in the course of the execution of the works must be presented and accepted in writing. If this, if necessary, results in a reduction of the agreement, we automatically owe a compensation of 10% of this reduction, as a loss of profit.
Article 5. Appointments
Agreements or agreements with subordinate members of Air.clima’s staff or subcontractors do not bind Air.clima unless they have been confirmed in writing. In this context, subordinate personnel are all employees and employees who do not have a power of attorney.
Article 6. Intellectual property rights
6.1 Air.clima reserves all intellectual property rights to all designs, images, drawings and models provided by Air.clima. Reproduction, publication and copying are only permitted with Air.clima its express written permission.
6.2 The designs, images, drawings and models referred to in the first paragraph remain Air.clima are inalienable property and must be returned without delay at his first request..
6.3 For any act performed contrary to this provision, the other party will owe a fixed fine of € 10.000,00 without prejudice to Air.clima ‘s right to claim full compensation.
Article 7. Drawings
7.1 It is not allowed to use Air.clima’s advice, designs and drawings when accepting any work, except when agreement has been reached with him or the work is carried out by him. Designs and drawings remain Air.clima’s property.
7.2 If Air.clima has accepted orders that are reasonably based on drawings, calculations and instructions or other information provided to Air.clima, this acceptance will always take place under the conditions that the work to be carried out by Air.clima can be carried out accordingly.
7.3 Air.clima’s advice regarding the fitting or making of provisions in connection with products or services to be supplied by it is non-binding. Air.clima is not responsible for technical or constructional facilities that are requested or commissioned or carried out on or in connection with Air.clima its products and services.
Article 8. Delivery times
8.1 The agreed delivery times are not firm deadlines, unless expressly agreed otherwise. In the event of late delivery, the client must declare Air.clima in default in writing.
8.2 Delivery times have been determined with the expectation that there will be no impediments for Air.clima to start work.
8.3 If ordered goods have not been purchased by the client after the delivery period has expired, those goods are stored at his disposal and risk.
8.4 The implementation periods, laid down in the agreement, will be extended:
– if the works of the contractor are delayed due to other departments, or the client
– if important changes in the course of the works were decided by the customer
– if the payment conditions are not met by the customer
– if the application of new social or other legal provisions causes a delay in the works
Article 9. Execution of the works
9.1 The works are carried out on the opening days and at the hours provided by social legislation in force. Overtime is calculated in accordance with current social legislation.
9.2 The customer will, on its own initiative, provide us with the necessary information both during the discussion and during the execution of the agreement, regarding the technical context and the precise needs of the company that are necessary for the execution of the agreement.
9.3 The access roads and the premises are set up by the customer, at his expense and under his full liability. He is obliged to notify us as soon as these works have been completed so that our personnel can be sent in due time and the works begin. The customer will make available to us a room intended as a refectory for our staff, a cloakroom, common areas and a dry room, exclusively for our use, intended as a storage place for our tools and equipment.
Article 10. Prices
10.1 All agreements are always concluded on the basis of the prices applicable at the time of conclusion.
10.2 If the price fluctuation exceeds 5% of the agreed transaction, both parties have the right to demand full settlement.
10.3 If after the agreement the prices of wages, social security charges, turnover tax, etc. are subject to increases, even if they occur due to circumstances already foreseen in the offer, they can be passed on, according to the following formula:
p = P (0,40 s/S + 0,40 i/I + 0,20) at which:
p = the adjusted amount, taking into account fluctuations in wages and social security contributions, as well as price fluctuations in materials;
P = the amount determined on the basis of the contract;
s = the average hourly wage determined by the National Joint Committee of the Construction Company (cat. D), in force during the month period considered in the progressing state, increased by the total percentage of social security charges and insurance assumed by the Ministry of Transport and Infrastructure on the same date;
S = the average hourly wage determined by the National Joint Committee of the Construction Company (cat. D), effective ten days before the date of the offer (or: which was determined before the opening of the tender tickets), plus the amount set by the Ministry of Transport and Infrastructure adopted total percentage of social security charges and insurance on the same date;
i = the index relating to the calendar month for the period considered in the progressing statement;
I = the index figure relating to the calendar month for the date set for the opening of the tender tickets.
Article 11. Liability
11.1 Air.clima is not liable for any costs, damages and interests that may arise as a direct or indirect result of:
11.2 Air.clima is only liable, insofar as its insurance covers this, or up to the invoice value, for damage to the work, fittings material and equipment, as well as to the work and / or property of the client and / or third parties, insofar as caused by the fault of Air.clima or of those who have been employed by him on the work assigned by him.
11.3 This article applies mutatis mutandis to additional work.
11.4 Air.clima will in principle not be obliged to compensate business and / or consequential damage suffered by the client, depending on the nature of the debt..
11.5 As soon as materials, parts or tools that are required for the execution of the assignment have been delivered to the work, the client bears liability for all risks and damage, of whatever nature, that may arise from the materials, installations, parts or tools, such as theft, fire, water damage or damage, without prejudice to the authority of the client to demonstrate that it is the result of negligence on the part of Air.clima.
11.6 If the customer imposes on us a material of a certain quality, origin or type, or a specific execution process, we will be exempt from any liability with regard to the defects that originate in the aforementioned choice of material or process.
Article 12. Obligations of Air.clima
12.1 Air.clima undertakes to perform the assigned work in accordance with the terms of the agreement.
12.2 Airclima accepts the assignment provided that the permits, exemptions and allocations required for the work are granted in time.
Article 13. Obligations of the client
13.1 The client must ensure that Air.clima has timely availability;
13.2 The client is obliged, without entitlement to compensation, to provide water, gas and electricity, as well as storage space for materials, if these are present on or near the work.
13.3 If the client has reserved the delivery of certain materials and / or the execution of certain parts of the work, he is liable for late implementation thereof.
13.4 If the commencement or progress of the work is delayed by factors for which the client is responsible, the resulting damage and costs for Air.clima can be charged to the client..
Article 14. Risk mitigation
14.1 If after the time of the assignment changes are made by the government or trade unions in wages, working conditions or social provisions, each of the parties has the right to demand full settlement..
14.2 Unforeseen interim changes in the material prices will be settled.
Article 15. More and less work
15.1 The work only includes what has been agreed in writing between the parties. Additional and less work before or during the execution of the work, orally or in writing, is eligible for setoff.
15.2 Costs incurred by Air.clima that are due to no fault of its own can be charged to the client.
Article 16. Materials
16.1 Unless otherwise agreed, normal commercial quality of the materials is supplied and processed.
16.2 Goods that Airclima must remove during the work may, if desired, fall to it, possibly subject to fair compensation..
Article 17. Deposit
Air.clima is entitled to request a deposit of at least 30% when entering into the agreement. If due to an attributable shortcoming in the performance on the part of Air.clima the agreement is dissolved, the client is entitled to repayment of the down payment, as well as compensation, as further regulated in these conditions, of which in any case the statutory interest on the amount prepaid by him is part.
Article 18. Cancel
18.1 If the client cancels the order and / or refuses to purchase the goods, he is obliged to accept and purchase the materials and raw materials already purchased by Air.clima, whether or not processed or processed at cost price, including wages and social security charges. Client is moreover obliged towards Air.clima to pay in full the amount already performed. Client will also owe Air.clima as compensation the amount of 1/3 of the agreed price. The client is also obliged to indemnify Air.clima against claims from third parties as a result of the cancellation of the assignment and / or refusal of the goods..
18.2 Without prejudice to the provisions in the previous paragraph of this article, Air.clima reserves all rights to claim full fulfillment of the agreement and / or full compensation..
18.3 Granting or not granting subsidy, financing and other unforeseen circumstances is never an argument to cancel a given assignment, unless agreed otherwise in writing between the client and Air.clima.
Article 19. Outsourcing work to third parties
The client authorizes Airclima to have the assignment carried out by a third party to be designated by it, at a time that it deems appropriate.
Article 20. Force majeure
20.1 Extraordinary circumstances, such as storm damage and other natural disasters, obstacles by third parties, obstacles in transport, total or partial strikes, riot, war or danger of war both here and in the country of origin of the materials, exclusions, loss or damage to goods for transport to Air.clima or the client, non-delivery or late delivery of goods by suppliers of Air.clima, export and import bans, full or partial mobilization, restrictive measures from any government, fire, malfunctions and accidents in the company or in the means of transport of Air.clima, or in the means of transport of third parties, the imposition of levies or other government measures, which entail a change in the actual circumstances, result in force majeure for Air.clima, which relieves him of his obligations. to delivery or execution of work, without the client having any right to compensation of any kind nature or whatever it is called.
20.2 Air.clima is entitled in this or such cases, in its sole discretion, to cancel or suspend or change the purchase agreement or contract for the performance of work, until the extraordinary circumstances have ceased to exist, whereby the the client is obliged to pay for any services rendered.
Article 21. Delivery
21.1 The work is deemed to have been completed at the time when Air.clima has notified the client in writing / orally, or the client has commissioned the installed and installed equipment..
21.2 If a certain delivery date has been agreed, it will be automatically extended if stagnation occurs, which Air.clima cannot be charged, such as unworkable weather, strike, war or other special circumstances, such as mentioned in the article “force majeure”..
21.3 As soon as the works have been completed, the client must proceed to the provisional acceptance of the works. Minor imperfections or imperfections, the value of which is less than 10% of the contract price, can in no way be invoked to refuse provisional acceptance. Where appropriate, the client must only pay up to what has been taken into account for acceptance and any defects will be remedied within the month.
If the client fails to participate in this delivery, or to be validly represented within 15 days after being requested to do so, the provisional delivery is considered to have been obtained from the end of this 15-day period. The provisional acceptance entails the approval by the client of the works that are to be delivered and excludes any appeal for visible defects. The date of the provisional acceptance determines the starting point of the ten-year liability.
The works found to be capable of being presumed, to the contrary, are believed to have been on the date determined before their completion or the date of actual completion stated by the contractor in his request for delivery.The final delivery takes place 12 months after the provisional delivery, without any formality other than the expiry of the term.
Article 22. Complaints
22.1 The client is obliged to inspect the work and / or the goods immediately after the delivery and / or delivery of the goods, and to notify Air.clima in writing immediately if they are present. If the client does not point out to Air.clima within 8 days after the delivery / completion, the client is deemed to agree with the condition in which the purchased item has been delivered, and any right to complaints.
22.2 Air.clima should be able to monitor submitted complaints. By agreement, a written statement will be drawn up to be signed by both parties.
22.3 If in the opinion of Air.clima the complaints are correct, Air.clima will either pay fair compensation up to the invoice value of the delivered goods or replace the delivered goods free of charge after returning them in the original condition.
Article 23. Guarantee
For a further agreed period after delivery, Air.clima grants the client a guarantee for material and manufacturing defects that arise during normal use. Air.clima’s warranty does not apply if the errors are the result of improper use or other causes than material and manufacturing errors or if Air.clima delivers used materials or used goods after consultation with the client. For all goods and materials that Air.clima does not manufacture itself, Air.clima never gives more warranty than is given to it by its supplier. Warranty is only given on delivered materials, but not on hours, these will be charged, unless otherwise agreed.
Article 24. Retention of title
24.1 As long as Air.clima has not received full payment under an agreement of the parties with regard to the performance of work or of the purchase / sale (including any damage, costs and interest included), the delivered goods remain the property of Air.clima.
24.2 Air.clima has the right to reclaim and take possession of these goods if the negligent client fails to meet its obligations, if it liquidates, applies for or has obtained a moratorium, is declared bankrupt or the goods are seized.
24.3 The principal is prohibited from all acts of disposal with regard to the goods sold and delivered, as long as he has not fulfilled his payment obligations..
Article 25. Defaults and dissolution
25.1 If the client commits default in any way, he will already be in default for this without any notice of default being required.
25.2 Without prejudice to the provisions of the Civil Code, Air.clima will have the right to suspend the concluded agreement in the event of default, to declare it fully or partially dissolved without judicial intervention, at its option.
25.3 Air.clima shall also have the rights referred to in paragraph 2 of this article if the client is declared bankrupt or if it files for bankruptcy, if it has applied for or has obtained suspension of payments, its immovable property has been seized, his company has gone into liquidation or has been or is being taken over by a third party or third parties, or if he intends to leave the country of origin in person. In all these cases, all claims that Air.clima has on the client will be immediately due and payable.
Article 26. Billing – Payments
26.1 Payment must be made within 14 days upon receipt of the invoice, unless agreed otherwise in writing.
26.2 Air.clima is entitled if the client has not received payment of the amount due within the set term, interest of ad. 1.00% per month, calculated from the day the invoices are sent.
26.3 Air.clima is furthermore entitled, in addition to the principal and interest, to claim from the client all costs, both judicial and extrajudicial, caused by the non-payment, including the costs of a lawyer, attorney, agent, bailiff and collection agency..
26.4 The extrajudicial costs amount to 15% of the principal plus interest, with a minimum of € 75.00. The extrajudicial costs will also be increased by all costs for legal advice and assistance. The mere fact that Air.clima has secured the help of a third party shows the size and the obligation to pay the extrajudicial costs.
26.5 Any dispute or complaint regarding an invoice must be formulated within eight days of the invoice date.
Article 27. Applicable law – Arbitration – Jurisdiction
27.1 The invalidity or ineffectiveness of one or more clauses does not lead to the invalidity or ineffectiveness or termination of the agreement. The parties undertake to replace the invalid or ineffective clauses in good faith with others that, to the extent possible, perform the same function.
27.2 All our agreements are exclusively subject to Belgian law, even if one of the parties to the agreement has a foreign nationality.
27.3 The parties will only appeal to arbitration if this has been explicitly determined.
27.4 Only the courts of the district of Antwerp are competent for disputes to which the agreement could give rise.