General Terms and Conditions

Audiovisual solutions for meeting rooms, display, sound and lighting

Novoffice Avio SRL – Activity: Audiovisual Office & Showroom – Head office: Avenue des Communautés 110, B-1200 Woluwe-Saint-Lambert T +32 2 897 50 00 – avio@novoffice.be – novoffice.be VAT BE 1028.678.763 – CBC BE05 7320 8369 4075

These general terms and conditions constitute the contractual framework applicable to the sale, supply, installation, fitting, configuration, commissioning, maintenance and servicing of audiovisual solutions by Novoffice Avio SRL, hereinafter “the Supplier”.

1. SCOPE AND FORMATION OF CONTRACT

1.1. These conditions apply to any offer, order, sale, assignment, installation, intervention, service or performance by the Supplier intended for a customer acting principally for professional purposes, within the scope of its own activity described above.
1.2. Any order or use of a service implies acceptance of these conditions. The customer’s conditions apply only if the Supplier has given prior written approval.
1.3. Quotes, estimates and proposals are drawn up on the basis of available information. Unless stated otherwise, they bind the Supplier only after written acceptance of the order or commencement of performance.
1.4. Accepted orders are irrevocable, subject to any applicable mandatory provisions.
1.5. If any provision is void or unenforceable, the other provisions remain in force.

2. OFFERS, PRICES AND ORDERS

2.1. Prices are quoted in euros excluding VAT, taxes, contributions, transport, travel, installation and other charges, unless otherwise stated.
2.2. Prices for equipment, components, licences, subscriptions or third-party services may be adjusted before delivery or renewal when a manufacturer, distributor, publisher, operator or other third-party supplier changes its prices, terms or applicable costs. The customer is informed of this to the extent reasonably possible.
2.3. Any change to scope, quantities, prerequisites, deadlines, location of intervention or specifications requested by the customer may result in a review of price and schedule.
2.4. Unless otherwise stipulated, a deposit may be requested at order. Special, customized, configured or orders specifically made for the customer may be invoiced in whole or in part before delivery.

3. DELIVERY, INSTALLATION AND ACCEPTANCE

3.1. Timescales communicated are indicative unless expressly committed in writing. Any delay attributable to a manufacturer, distributor, carrier, operator, platform provider or other third party beyond the Supplier’s reasonable control does not, in itself, constitute a breach by the Supplier.
3.2. Risks associated with equipment are transferred to the customer upon delivery or provision.
3.3. The customer shall provide in good time access, information, plans, authorizations, power supplies, network connections, Internet, cabling, premises and technical prerequisites required. Construction, reinforcement, painting, plasterboard, joinery, electrical or network work not expressly included in the offer is excluded.
3.4. Any installation, programming or commissioning is deemed accepted upon signature of the intervention or acceptance slip, upon effective commissioning or, failing written detailed objection, within three working days of completion.
3.5. Any additional intervention caused by incomplete information, non-conforming infrastructure or third-party intervention may be invoiced.

4. AUDIOVISUAL EQUIPMENT AND WARRANTIES

4.1. Characteristics, dimensions, performance, illustrations, renderings and technical datasheets are indicative and may change according to manufacturers.
4.2. Unless expressly indicated by a specific commitment of the Supplier, equipment benefits from the manufacturer’s warranty according to its conditions, durations, exclusions and return or RMA procedures.
4.3. Excluded from warranty in particular: misuse, impact, liquid, overvoltage, electrical fault, insufficient ventilation, inadequate environment, normal wear, consumables, unauthorized intervention, cabling or configuration modification, non-validated equipment relocation and damage attributable to third-party equipment or system.
4.4. No material may be returned without prior approval from the Supplier and, where applicable, a return/RMA number.

5. INSTALLATION, COMMISSIONING AND AUDIOVISUAL MAINTENANCE

5.1. Unless specifically committed in writing, study, integration, installation, programming, adjustment, support and maintenance services are best-efforts obligations.
5.2. Maintenance or servicing contracts cover only equipment, rooms, sites and services expressly identified.
5.3. Services outside scope, outside working hours, urgent, made necessary by equipment relocation, modifications to premises, network, cabling, power supply, or by customer or third-party intervention are invoiced separately.
5.4. The customer designates authorized contact persons and allows access to premises and equipment for diagnostics, testing, adjustment and maintenance operations.

6. SOFTWARE, FIRMWARES, LICENCES AND THIRD-PARTY SERVICES

6.1. Control software, firmwares, licences, videoconference platforms, cloud services and other third-party services remain subject to the terms of their manufacturers, publishers or operators.
6.2. The Supplier may act as reseller, integrator or intermediary and cannot guarantee functionality, compatibility or availability that depends solely on a third party.
6.3. The customer complies with the licence and use terms of associated software, platforms and services.
6.4. Unless otherwise agreed, renewable subscriptions are invoiced according to the frequency set out in the contract and the applicable renewal rates.
6.5. Programming, configurations, command scenarios, documentation, diagrams and pre-existing methods of the Supplier remain its property.

7. CONNECTIVITY, CONFIGURATION, DATA AND GDPR

7.1. The customer remains responsible for its network and Internet infrastructure, its accounts and access to videoconference platforms, and data processed through audiovisual systems.
7.2. When the Supplier saves configurations, programming or technical settings, the scope and terms are those defined in the contract.
7.3. The customer ensures the security of its network access, user and administrator accounts and informs the Supplier of any particular security constraints.
7.4. The Supplier implements reasonable technical measures without being able to guarantee the absolute absence of interruption, incompatibility, network failure, third-party platform failure or security incident.
7.5. Where required, the parties enter into a subcontracting agreement compliant with applicable regulations.
7.6. The customer authorizes recourse to the technical subcontractors necessary for service provision.

8. RETENTION OF TITLE

8.1. Material sold remains the property of the Supplier until full payment of the price, accessories, interest and charges included.
8.2. Until full payment, the customer may not assign, pledge or encumber the material without written consent of the Supplier and must inform the Supplier of any seizure or claim by a third party.
8.3. Transfer of risks to the customer occurs independently of transfer of ownership. Any licences and usage rights do not transfer any intellectual property rights over the software concerned.

9. INVOICING AND PAYMENT

9.1. Unless otherwise stipulated, invoices are payable according to the due date shown on the invoice, without discount, to the Supplier’s bank account mentioned therein.
9.2. Any invoice dispute must be substantiated and sent in writing within eight days of its date. The undisputed part remains payable at due date.
9.3. In the event of late payment, interest and compensation provided for in the contract and applicable Belgian legislation for commercial transactions are due automatically, without prejudice to reasonable recovery costs.
9.4. Any failure to pay authorizes the Supplier, after application of any mandatory rules, to suspend deliveries, services, interventions or renewals until settlement.
9.5. Invoices may be issued and retained electronically.

10. DURATION, RENEWAL AND TERMINATION

10.1. The duration of each service, subscription, maintenance, rental or fixed-term commitment is that indicated in the offer or particular contract.
10.2. Renewal and notice terms are those indicated in the particular contract or, for third-party services, those imposed by the provider concerned and communicated to the customer.
10.3. In the event of serious breach not remedied within a reasonable period after notice, the other party may terminate the contract, without prejudice to its other rights.
10.4. In the event of early termination by the customer of a fixed-term commitment, amounts already due remain payable as well as non-recoverable costs and commitments to third parties undertaken for the customer, without prejudice to compensation for actual loss suffered within the limits allowed by law.
10.5. At the end of the contract, return, removal, reversal, migration, export or restoration services not included in the contract are invoiceable.

11. LIABILITY

11.1. The Supplier is liable only for proven direct damage resulting from a breach of contract attributable to it, subject to liabilities that cannot be excluded or limited by law.
11.2. To the extent permitted by law, indirect damages are excluded such as loss of turnover, profit, customer, opportunity, reputation, expected savings or business interruption.
11.3. Except in cases of fraud or other cases where limitation would be legally prohibited, the Supplier’s total liability for any event is limited to the amount excluding VAT paid for the goods or services directly concerned or, for a recurring service, to the fees paid for the three months preceding the damaging event.
11.4. The Supplier is not liable for failure caused by customer infrastructure, misuse, non-validated modification, third-party intervention, a manufacturer, publisher, operator, Internet service or force majeure event.
11.5. The customer must notify any incident likely to engage the Supplier’s liability within a reasonable period and take the necessary steps to mitigate its damage.

12. FORCE MAJEURE AND THIRD-PARTY DEPENDENCIES

12.1. Neither party is liable for delay or non-performance resulting from an event beyond its reasonable control, including widespread failure, unavailability of a manufacturer, publisher, operator or supplier, shortage, logistical delay, major cyberattack, embargo, conflict, fire, disaster, external strike or decision by authority.
12.2. Performance is suspended for the duration of the impediment. If this is prolonged such that continuation of the contract becomes unreasonable, the parties shall consult on its continuation or termination.

13. CONFIDENTIALITY AND DATA

13.1. Each party treats technical, commercial, financial and organizational information received from the other party as confidential and uses it only for the performance of the contractual relationship.
13.2. This obligation does not apply to public information, already legitimately known, lawfully received from a third party or whose disclosure is required by law or competent authority.
13.3. When the Supplier processes personal data on behalf of the customer, the parties comply with applicable regulations and conclude, where required, a subcontracting agreement.

14. ASSIGNMENT AND SUBCONTRACTING

14.1. The customer may not assign the contract without prior written consent of the Supplier.
14.2. The Supplier may use specialized subcontractors and assign receivables or payment rights, in compliance with applicable legal obligations.

15. COMMUNICATIONS AND PROOF

15.1. Contractual communications may validly be effected by email at coordinates provided by the parties, unless a particular form is required by law or contract.
15.2. Accepted offers, purchase orders, delivery slips, intervention or acceptance forms, technical reports, tickets, statements, emails and electronic records may serve as evidence, subject to proof to the contrary.

16. GOVERNING LAW AND JURISDICTION

16.1. The contract is governed by Belgian law.
16.2. Subject to mandatory rules of jurisdiction, any dispute falls under the competent courts of the judicial district of Brussels, corresponding to the Supplier’s registered office and place of business in Woluwe-Saint-Lambert. The Supplier retains the right to bring proceedings before any other competent court when the law permits.

17. FINAL PROVISIONS

17.1. Special conditions, quotes, specifications, purchase orders, service or maintenance contracts and annexes accepted form part of the agreement. In case of contradiction, the special conditions expressly agreed prevail over these general conditions.
17.2. Failure by a party to exercise a right does not constitute waiver of that right.
17.3. Any substantial modification or waiver must be established or communicated in accordance with the contract and applicable legislation.
VALIDATION NOTE: Harmonized B2B contractual project within the Novoffice universe. Sensitive clauses, in particular payment, limitation of liability, retention of title, termination and territorial jurisdiction, must be validated by Belgian legal counsel before publication.