General Terms and Conditions
1. Scope of Application and Validity
1.1 These General Terms and Conditions of Sale apply to every proposal, offer or contract between Nearly New Office Facilities nv (hereinafter referred to as "Nnof"), whose registered office is located at 1800 Vilvoorde, Radiatorenstraat 1, registered in the Crossroads Bank for Enterprises under number 0501.666.677 and its customers, in which Nnof supplies goods and/or services to the Buyer. Any order, in whatever form, implies by law that the Buyer has taken note of the General Terms and Conditions of Sale and accepts all provisions without reservation.
1.2 Any deviation from these General Terms and Conditions of Sale is only valid if it has been explicitly and in writing accepted by a person authorized to represent Nnof. Under no circumstances may the customer authorize a deviation arising from any lack of reaction or objection on the part of Nnof. The General Terms and Conditions of Sale prevail over all other general or specific terms and conditions of order and/or sale of the Buyer, even if these are subsequent or contrary to these General Terms and Conditions of Sale.
1.3 These General Terms and Conditions of Sale automatically apply to all similar future commercial relations and legal transactions, without the need for the Parties to explicitly refer to these General Terms and Conditions of Sale.
1.4 The fact that Nnof does not insist on the execution of any clause of these General Terms and Conditions of Sale may in no case be considered as a waiver of rights or a limitation of such rights.
2. Offers and Orders
2.1 All offers made by Nnof are non-binding and do not in any way engage Nnof's liability, both with regard to prices and quantities as well as delivery times. The latter are always approximate and provided for purely indicative purposes.
2.2 The Buyer's order only becomes binding on the day the Buyer indicates agreement by signing the order confirmation as agreed and returns it to Nnof. The order will only be executed after receipt of a deposit of 30% of the total price. This deposit is due on all orders. Nnof reserves the right to refuse orders without having to justify this refusal.
2.3 If the Buyer wishes to cancel the contract, after signing and returning the order confirmation, but before delivery, they are liable for a flat-rate compensation of 70% to Nnof. In the event that the Buyer had already ordered the installation/assembly of the ordered goods, they are required to fully reimburse the amounts owed by Nnof to the installer. Nnof also reserves the right to demand full compensation for damages actually suffered in the event that these would be higher than the aforementioned (flat-rate) amounts. Any modification of the contract at the initiative of the Buyer after receipt of the order confirmation is equivalent to cancellation of the contract.
2.4 Nnof holds all property and copyright rights to plans, reports, diagrams, drawings, estimates and other documents attached to its offers. The Buyer undertakes not to transmit them to third parties without prior written authorization from Nnof.
3. Delivery and Delivery Times
3.1 The delivery time indicated by Nnof is provided for purely indicative purposes only, unless otherwise agreed in writing. Any possible exceeding of the announced deadline is not grounds for termination and is not subject to compensation.
3.2 Delivery costs are included in the price when the net amount of the order exceeds €1500. Unless otherwise agreed, Nnof delivers the goods inside the Buyer's building, on the ground floor, behind the first door. If the net amount of the order is less than €750, Nnof will increase the invoice by €135 excluding VAT for transport costs.
3.3 The time required for unloading an ordinary truck is estimated at 1 hour and 1.5 hours in the case of a semi-trailer. In the event of a delay attributable to the Buyer, Nnof reserves the right to invoice waiting hours at €45/hour. If the goods must be delivered upstairs, the Buyer must provide a hoist or internal elevator free of charge for the exclusive use of Nnof's assembly team, throughout the entire delivery period. The minimum dimensions of the elevator must be 200 x 100 x 130 cm (H x W x D). In the absence of an available internal elevator, and if the goods must be hoisted using an external lift, all costs (rental, window removal and other interventions necessary to access the building) are entirely at the Buyer's expense at current rates.
3.4 The Buyer is required to receive the goods delivered by Nnof on the agreed date and time and to provide sufficient space to store them.
3.5 If the Buyer postpones delivery, they undertake to assume all risks and costs inherent to the storage of goods by Nnof (storage costs, administrative costs, etc.).
4. Assembly and Installation
4.1 At the time of ordering, the Buyer must provide a layout plan, as well as the name and telephone number of the project manager.
4.2 The delivery time indicated by Nnof is provided for purely indicative purposes only, unless otherwise agreed in writing. Any possible exceeding of the announced deadline is not grounds for termination and is not subject to compensation.
4.3 The Buyer undertakes to give the installer access to their premises and to ensure that the latter can proceed with the installation in the best conditions. If on the scheduled date for installation, there is no one at the Buyer's premises to give the installer access to the premises, the Buyer will be required to pay Nnof a flat-rate compensation of €250. Nnof also reserves the right to demand full reimbursement of damages actually suffered if it turns out that these are higher than the aforementioned flat-rate amount. Unless otherwise agreed, the installation is carried out on the ground floor. If Nnof is responsible for the installation, it undertakes to take away all packaging materials.
4.4 Immediately after installation, the Buyer is required to check the conformity and quality of the work performed and to sign the installer's work order for agreement and acceptance of the work. Any visible defect not reported at that time by the Buyer will be considered irrevocably accepted by the Buyer.
4.5. Unless agreed otherwise, delivery will be carried out on the ground floor. If the customer has not notified Nnof, the customer must reimburse the cost of the mobile elevator. These costs depend on the floor where the goods must be delivered.
5. Project and Assembly
The Buyer may call upon Nnof to develop 2D and 3D layout projects at a price of €79 excluding VAT per drawing hour. Nnof will provide the Buyer with an estimate of the number of drawing hours in advance.
6. Price and Payment
6.1 Prices mentioned in catalogs, brochures or any documents other than Nnof's formal order confirmation, are provided for purely indicative purposes and do not include possible creation, packaging, transport and/or shipping costs, which are always at the Buyer's expense, as well as any rights, taxes or fees on the goods supplied, possibly taxable or imposed by any authority.
6.2 The ordered goods are invoiced at the latest 30 days after the delivery date agreed in writing, even if at the Buyer's request, they are still not delivered on the agreed date.
6.3 Unless otherwise expressly agreed in writing, all Nnof invoices are payable within a maximum period of thirty (30) days from the invoice date. The first deposit invoice of 30% must be paid immediately upon placing the order. Payments are made in the agreed currency, without compensation, discount, rebate or suspension on any grounds whatsoever. All Nnof invoices are payable at Nnof's registered office.
6.4 In the event of non-payment of the invoice within the agreed deadlines, the amount due will be increased by a conventional interest of 1% per month of delay, until the debt is fully cleared. This interest is applicable by law and without the need for prior notice. Likewise, Nnof is entitled to demand, by law and without prior notice, a flat-rate compensation equivalent to 20% of the amounts still due, with a minimum of €50, without prejudice to the aforementioned interest and possible legal collection costs.
Nnof also reserves the right to claim damages and interest equal to the damages actually suffered if they are higher.
6.5 If the Buyer remains in default of payment, Nnof reserves the right, and this without prior notice, to suspend all deliveries, services and obligations towards the Buyer, whether they arise from this contract or from previous or subsequent contracts, and to resume them, unless otherwise agreed, only once all invoices, interest and other amounts due have been cleared. Non-payment or partial payment of an invoice at maturity generates by law and without the need for prior notice the immediate enforceability of all outstanding invoices, including invoices not yet due. Payments made by the Buyer to Nnof's account are deducted first from the compensation attributable to the Buyer, then from interest, and lastly from the principal sum they owe.
6.6 If after the conclusion of the contract but before full payment of the agreed price, it appears that the Buyer's credit is threatened or if their financial credibility decreases (e.g. in the case of requests for payment terms, solvency problems within the framework of the Law on Business Continuity, dispute, total or partial seizure of the Buyer's assets at the request of a creditor, payment delays to the NSSO, etc.), Nnof reserves the right to demand from the Buyer the guarantees it deems necessary for the proper execution of the commitments made by the Buyer, even after delivery of the goods. Refusal to comply with this request gives Nnof the right to terminate the contract totally or partially, without the need for notice.
6.7 The principle of compensation does not apply to Nnof's invoices. However, Nnof is entitled at any time, even in the event of bankruptcy, CCE procedure, judicial reorganization or any other insolvency procedure of the Buyer, to apply compensation between the reciprocal claims existing between Nnof and the Buyer. This compensation applies regardless of the object, form or origin of the reciprocal claims.
6.8 It may happen that Nnof grants the Buyer payment terms or authorization to settle the amounts still due in several installments. In such cases, the Buyer is required to strictly respect the deadlines. Any payment delay will result in immediate cancellation of the staggered payment privilege. The entirety of the amounts still due then becomes immediately payable, including (conventional) interest and the flat-rate compensation.
7. Retention of Title
7.1 The goods sold remain the property of Nnof until full payment of the amount of the corresponding invoice (principal amount and related amounts, such as interest, costs, possible compensation, etc.). Until the effective transfer of ownership of the sold goods to the Buyer, they are expressly prohibited from using the supplied goods as a means of payment, pledging them or mortgaging them.
7.2 The retention of title does not affect the transfer of risk to the Buyer, including cases of force majeure and degradation, from the moment the sold goods are delivered to the Buyer. During the entire duration of the retention of title, the Buyer is responsible for preserving the delivered goods in perfect condition and alone assumes the risk of loss or deterioration, cases of force majeure included. The Buyer undertakes to insure the goods against all risks until the moment of effective transfer of ownership. They must be able to present the corresponding insurance contract at the first request of Nnof. The Buyer is required to keep the delivered goods in a manner that avoids any confusion with other goods and allows their identification as Nnof's property. For this purpose, the Buyer will affix a mark on the delivered goods clearly indicating that they remain Nnof's property. The Buyer will inform Nnof without delay and by registered mail of any seizure of the goods by a third party.
7.3 In the event of resale, the retention of title is transferred to the resale price. Nnof reserves the possibility of demanding the sum corresponding to the value of the resold goods.
8. Complaints
8.1 The Buyer undertakes to receive the goods upon delivery and to check whether the quality and/or quantity conform to what was agreed. In the event of a visible defect or anomaly, the Buyer is required to inform Nnof without delay and at the latest 8 calendar days after the delivery date by registered mail, supported by photographic evidence. If the installation is provided by Nnof, the Buyer is deemed to have irrevocably accepted visible damage or deficiencies once the work order has been signed for agreement and acceptance. Complaints regarding visible defects or anomalies are only taken into account and examined on condition that the goods have not yet been used by the Buyer.
The use of the goods by the Buyer constitutes irrevocable acceptance of the conformity of the goods.
8.2 Complaints regarding hidden defects are only taken into account if they have been discovered within six months from the date of delivery and brought to Nnof's attention by registered mail. The buyer must inform Nnof of any possible hidden defect without delay and at the latest 8 calendar days from the observation, by registered mail, on pain of forfeiture of recourse. The communication will include a detailed description of the defect or deficiency.
8.3 Filing a complaint for visible or hidden defects does not confer any right of suspension of payment to the Buyer.
If Nnof considers that the complaint is justified, the Buyer can only claim free repair or replacement of the defective goods, at Nnof's choice, to the exclusion of any compensation for indirect or other damages.
8.4 Any complaint regarding the content of Nnof's invoices is only valid if it is notified to Nnof by registered mail and within 8 calendar days from the invoice date.
9. Warranty and Liability
9.1 Nnof undertakes that the work performed by it and the elements implemented conform to the contract, to the specifications of the offer, to reasonable requirements of reliability and/or ease of use as well as to the legal provisions and/or public regulations in force on the date of conclusion of the contract. Nnof offers a 12-month warranty from the date of delivery or 12 months from the date of installation on the work performed by it on the furniture. On the other hand, Nnof does not grant any warranty on materials and goods that have not been specifically renovated, nor on the (old) furniture itself.
9.2 Products, accessories, equipment or components from other products that are part of Nnof's products or delivery obligation come exclusively from qualified sellers. Only the warranty of the official supplier or producer applies to such products, accessories, equipment or components - regardless of whether they were selected based on Nnof's or the Buyer's specifications.
9.3 In the event of defectiveness, Nnof's obligations are limited to the repair or replacement of defective goods or components. The choice between repair or replacement belongs to Nnof. The return of defective goods or components for examination by Nnof is at Nnof's expense if the defect in question is covered by the warranty.
9.4 Any modification made to goods and components, any form of maintenance/installation/repair/replacement performed by a third party other than Nnof or an installer/repairer approved by Nnof, any damage resulting from use other than that for which the goods are intended, from inappropriate use, from negligence on the part of the Buyer, from an accident or from non-compliance with Nnof's installation and maintenance instructions cancel the warranty. Normal wear is also expressly excluded from the warranty, as well as damage attributable to circumstances beyond Nnof's control. Any form of warranty expires in the event of inappropriate use or proven lack of care.
9.5 All information and technical data relating to the goods and included in catalogs, brochures or any other written document, are provided for purely indicative purposes and have no binding value.
9.6 Nnof declines all liability regarding the product choice made by the Buyer, including the compatibility of the goods, nor for the use and consequences thereof, unless otherwise agreed in writing.
Nnof declines all liability regarding the Buyer's choice of additional material, additional services or installation of the goods, nor for the use and consequences thereof.
9.7 Nnof only assumes liability for physical injuries if it is proven that the damage is due to a failure or negligence on its part or if this failure or negligence is attributable to a third party for whom it is responsible and provided that there is a causal link between the injury/damage and the defect. Nnof is not liable for damage caused to property or movable goods by the goods after delivery, including, but not limited to, damage to goods produced by the Buyer, or goods of which the Buyer's products form part. Nnof may in no case be held liable for damage caused by the goods if the damage is not solely attributable to the defectiveness of the goods, but also to an error committed by the Buyer or a third party.
9.8 To the extent that Nnof engages its liability towards a third party, the Buyer will owe it compensation, of the same importance as its liability described above, and the Buyer will exonerate Nnof from any action brought by this third party.
9.9 Nnof declines all liability in the event of direct or indirect losses, including indirect damages, loss of income, costs or damages (damage to activity, loss of revenue or other financial, professional or indirect damages).
9.10 Nnof will never be required to pay the Buyer compensation higher than the corresponding invoiced amounts.
9.11 Compliance by Nnof with its warranty obligations depends on compliance by the Buyer with their obligation to pay invoices at maturity.
9.12 Nnof is not supposed to know or take into account the specific use that the Buyer reserves for the goods. Nnof can therefore in no case be held liable if the Buyer uses the goods in a manner not in accordance with normal use.
10. Express Termination Clause
In the event of non-performance by the Buyer of the concluded contract or of one or more clauses of the contract, as well as in the event of bankruptcy of the Buyer, Nnof reserves the right - by law and without the need for prior notice - to consider the contract as terminated at the Buyer's fault, subject to confirmation by registered mail of the termination. In such cases, the Buyer is required to immediately return all goods already delivered to Nnof (but still unpaid or partially unpaid) and to compensate Nnof for all damages and costs incurred, including indirect damages and loss of profit for Nnof.
11. Force Majeure on Behalf of Nnof
If due to force majeure and circumstances beyond its control, Nnof is prevented from executing the contract, in whole or in part, it is entitled to decide alone, either to terminate the contract in whole or in part or to consider it as such, or to suspend its execution until the force majeure situation ceases to exist, without being required, in either case, to pay any compensation to the Buyer. By 'force majeure', we mean any circumstance which, under the law or practices in force in our social system, are independent of Nnof's will or for which it is not responsible, such as - among others - collective labor disputes, strikes and lockouts, transport problems, difficulties in supplying components, bad weather, fires, floods... and this even if these circumstances should occur at Nnof's suppliers or subcontractors.
12. Independence and Validity of the Provisions of the General Terms and Conditions of Sale
The total or partial nullity or non-applicability of a clause of these General Terms and Conditions of Sale does not detract from the other provisions or the remaining part of the clause.
Nnof and the Buyer will immediately decide in consultation on a new clause to replace the null or canceled clause, trying to respect as much as possible the objective and scope of the null or canceled clause.
13. Transfer
The contract or the rights granted by Nnof or the commitments made by the Buyer are not transferable by the Buyer to a third party without the express written authorization of Nnof.
14. Applicable Law - Competent Courts
14.1 All transactions and agreements concluded with the Buyer, whatever their country of establishment, are governed exclusively by Belgian law.
14.2 Any dispute between Nnof and the Buyer regarding the conclusion, interpretation, execution or termination of any agreement or transaction, falls under the exclusive jurisdiction of the competent court of the Brussels district (Belgium). Nnof reserves the right to deviate from this jurisdiction regime and to apply the legal rules of jurisdiction.
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