General Terms and Conditions

Printing, scanning and document management solutions

Novoffice Digidoc Office & Showroom – Registered office: Avenue des Communautés 110, B-1200 Woluwe-Saint-Lambert T +32 2 897 50 00 – digidoc@novoffice.be – novoffice.be VAT BE 0897.225.353 CBC: BE10 7320 3069 5804 – BIC/SWIFT: CREGBEBB BNP: BE69 0015 4966 0478 – BIC/SWIFT: GEBABEBB Business unit 2001 – IT: Boulevard de la Résistance 10, 1400 Nivelles

These general terms and conditions constitute the contractual framework applicable to the sale, supply, installation, configuration, commissioning, maintenance and services associated with Novoffice Digidoc printing, scanning and document management solutions, hereinafter “the Supplier”.

1. SCOPE AND CONTRACT FORMATION

1.1. These conditions apply to any offer, order, sale, assignment, installation, intervention, service or performance by the Supplier intended for a customer acting primarily for professional purposes, within the scope of its own activities as described above.
1.2. Any order or use of a service implies acceptance of these conditions. The customer’s conditions apply only with the Supplier’s prior written approval.
1.3. Quotations, estimates and proposals are established 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 null or unenforceable, the other provisions remain in force.

2. OFFERS, PRICES AND ORDERS

2.1. Prices are expressed in euros excluding VAT, taxes, contributions, transport costs, travel, installation and other charges, unless otherwise stated.
2.2. Prices for materials, 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 modifies its rates, conditions or applicable costs. The customer is informed to the extent reasonably possible.
2.3. Any change to scope, quantities, prerequisites, timelines, location of intervention or specifications requested by the customer may result in a revision of price and schedule.
2.4. Unless otherwise stipulated, a deposit may be requested at the time of order. Special, customized, configured or purpose-built orders may be invoiced in whole or in part before delivery.

3. DELIVERY, INSTALLATION AND ACCEPTANCE

3.1. Timelines communicated are indicative unless expressly committed to in writing. A delay attributable to a manufacturer, distributor, carrier or other third party beyond the Supplier’s reasonable control does not, in itself, constitute a fault by the Supplier.
3.2. Risks related to the material are transferred to the customer upon delivery, collection or availability.
3.3. Where installation is planned, the customer guarantees site accessibility and provides the electrical supplies, network connections, Internet access, IP addresses, accounts and authorizations necessary.
3.4. An installation or commissioning is deemed accepted upon signature of the intervention or installation report, upon effective commissioning or, in the absence of reasoned written objection, within three working days following completion.
3.5. Any second visit or intervention made necessary by an unprepared site, missing access, non-compliant infrastructure or third-party intervention may be charged.

4. PRINTING EQUIPMENT AND WARRANTIES

4.1. Characteristics, speeds, capacities, yields, dimensions, illustrations and technical data sheets are indicative and may change according to manufacturers.
4.2. Unless expressly stated in a commitment by the Supplier, equipment benefits from the manufacturer’s warranty according to its conditions, terms, exclusions and procedures.
4.3. In particular excluded from warranty: normal wear, consumables and wear parts, transport damage not reported, shocks, liquids, power surges, electrical faults, unsuitable environment, non-compliant use, intervention by an unauthorised third party or failure to comply with maintenance requirements.
4.4. No material may be returned without the Supplier’s prior approval.
4.5. Where the normal useful life of a consumable or wear part is less than the equipment’s warranty period, the warranty for that part is limited to its normal useful life.

5. MAINTENANCE, CONSUMABLES AND AFTER-SALES SERVICES

5.1. The sale of equipment does not automatically include a maintenance, servicing or consumables supply contract.
5.2. Where a separate maintenance contract is entered into, its scope, exclusions, volumes, meter reading methods and pricing are governed by its particular terms and conditions.
5.3. Toners, inks, drums, imaging units, maintenance kits, staples and other consumables are included only if expressly mentioned in the offer or contract.
5.4. The customer uses consumables compliant with the manufacturer’s specifications or approved by the Supplier. Damage resulting from unsuitable consumables may be excluded from warranty.
5.5. Interventions outside warranty or outside contract, including travel, diagnosis, cleaning, adjustment, reconfiguration or repair following misuse or third-party intervention, are chargeable.

6. SOFTWARE, DRIVERS, FIRMWARES AND CONNECTIVITY

6.1. Software, drivers, firmwares, print or scan management applications and third-party cloud services remain subject to the conditions of their publishers or manufacturers.
6.2. The Supplier may act as a reseller, integrator or intermediary and cannot guarantee functionality, compatibility or availability that depends exclusively on a third party.
6.3. The customer is responsible for the compatibility and maintenance of its infrastructure, network, operating systems, security policies and access.
6.4. Unless otherwise agreed, renewable licences or subscriptions are billed according to the frequency set out in the contract and the applicable renewal rates.
6.5. The Supplier cannot guarantee that a publisher or manufacturer will indefinitely maintain a version, driver, feature, API, compatibility or cloud service.

7. DATA, CONFIGURATIONS AND GDPR

7.1. The customer remains responsible for its files, data, address books, identifiers and configurations stored or used on the equipment.
7.2. Before any intervention likely to affect data or configurations, the customer takes appropriate backup measures, unless specific work is entrusted to the Supplier.
7.3. In the event of collection, replacement, return or end of use of equipment containing a storage medium, secure data deletion is only included if it has been expressly requested.
7.4. The Supplier implements reasonable technical measures in the context of the services ordered without being able to guarantee the absolute absence of incidents or data loss.
7.5. Where required, the parties enter into a sub-processing agreement compliant with applicable regulations.
7.6. The customer authorizes the use of technical sub-contractors necessary for the provision of services.

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.
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8.2. Until full payment, the customer may not assign, pledge or encumber the material without the Supplier’s written approval 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. Licences and usage rights, if any, do not transfer any intellectual property rights over the software concerned.

9. INVOICING AND PAYMENT

9.1. Unless otherwise stipulated, invoices are payable by the due date shown on the invoice, without discount, to the Supplier’s bank account mentioned on it.
9.2. Any invoice dispute must be reasoned and sent in writing within eight days of its date. The undisputed portion remains payable by the due date.
9.3. In case of payment default, interest and penalties provided for in the contract and applicable Belgian legislation for commercial transactions are due by right, without prejudice to reasonable recovery costs.
9.4. Any payment default authorizes the Supplier, after application of any applicable mandatory rules, to suspend deliveries, services, interventions or renewals until regularization.
9.5. Invoices may be issued and retained electronically.

10. DURATION, RENEWAL AND TERMINATION

10.1. The duration of each service, subscription, maintenance, lease or fixed-term commitment is that stated in the offer or particular contract.
10.2. Renewal and notice provisions are those stated in the particular contract or, for third-party services, those imposed by the relevant supplier and communicated to the customer.
10.3. In the event of serious breach not remedied within a reasonable timeframe after notice, the other party may terminate the contract, without prejudice to its other rights.
10.4. In the event of early termination attributable to the customer of a fixed-term commitment, amounts already due remain payable as well as non-recoverable costs and commitments to third parties entered into for the customer, without prejudice to compensation for actual damage suffered within the limits permitted by law.
10.5. At the end of the contract, return, removal, reversibility, migration, export or restoration services not included in the contract are chargeable.

11. LIABILITY

11.1. The Supplier is liable only for direct proven damages resulting from a breach of contract attributable to it, subject to liabilities that cannot legally be excluded or limited.
11.2. To the extent permitted by law, indirect damages such as loss of revenue, profit, customer, opportunity, reputation, expected savings or business interruption are excluded.
11.3. Unless fraud or other circumstances where a limitation would be legally prohibited, the Supplier’s total liability for any event is limited to the amount excluding VAT paid for the good or service 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 the customer’s infrastructure, misuse, unvalidated modification, third-party intervention, a manufacturer, publisher, operator, Internet service or force majeure.
11.5. The customer must notify any incident likely to engage the Supplier’s liability within a reasonable timeframe and take necessary measures to limit 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 outage, unavailability of a manufacturer, publisher, operator or supplier, shortage, logistics delay, major cyberattack, embargo, conflict, fire, disaster, external strike or government decision.
12.2. Performance is suspended during the period of the impediment. If the impediment continues in such a way that performance becomes unreasonable, the parties shall consult on 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 information that is public, already legitimately known, lawfully received from a third party or whose disclosure is required by law or a competent authority.
13.3. Where the Supplier processes personal data on behalf of the customer, the parties comply with applicable regulations and, where required, enter into a sub-processing agreement.

14. ASSIGNMENT AND SUB-CONTRACTING

14.1. The customer may not assign the contract without the Supplier’s prior written approval.
14.2. The Supplier may use specialized sub-contractors and assign receivables or payment rights, in compliance with applicable legal obligations.

15. COMMUNICATIONS AND PROOF

15.1. Contractual communications may validly be made by email to the addresses communicated by the parties, unless a particular form is required by law or contract.
15.2. Accepted offers, purchase orders, delivery notes, intervention or receipt reports, technical reports, tickets, readings, emails and electronic records may serve as evidence, subject to proof to the contrary.

16. APPLICABLE LAW AND JURISDICTION

16.1. The contract is governed by Belgian law.
16.2. Subject to mandatory rules of competence, any dispute falls within the jurisdiction of the competent courts of the Brussels judicial district, corresponding to the Supplier’s registered office in Woluwe-Saint-Lambert. The existence of the Nivelles business unit is without prejudice to any mandatory or legally applicable territorial jurisdiction. The Supplier retains the right to bring action before any other competent court where permitted by law.

17. FINAL PROVISIONS

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