GENERAL RENTAL AND SALES TERMS AND CONDITIONS AUVICOM SA

1. Opposability of These General Terms and Conditions

    1. By placing an order, the customer is deemed to have read and accepted these general terms and conditions, even if they conflict with the customer’s own general or specific conditions.
    2. These general and specific terms and conditions regarding this agreement cancel and replace all prior conditions and take precedence over the customer’s general or specific conditions.

2. Quotations – Orders – Order Forms

    1. Our quotations are provided for informational purposes and are subject to changes resulting from errors or omissions. They only bind AUVICOM SA after receiving the correctly signed order form from the customer. They are prepared based on the information made available by the customer, and any changes to this information will lead to a price revision.
    2. Unless otherwise specified in the quotation or order form and expressly accepted by AUVICOM SA, the order will only be executed upon payment of a deposit amounting to 50% of the total order amount, including VAT (21%). In the event of order cancellation by the customer, this deposit is irrevocably retained by AUVICOM SA as a lump-sum indemnity, without AUVICOM SA needing to justify any damage. If the customer cancels the order within ten working days prior to the date of performance of the agreement, a compensation equal to the costs incurred will be payable. This compensation will never be less than 50% of the total order amount, including VAT (21%). If cancellation occurs two working days or less before the performance date, the compensation is set at 100% of the total order amount.
    3. Any changes, additions, or deletions to the work described in the quotation must be documented as an addendum to the contract. Failing that, the work is deemed to have been carried out according to the customer’s verbal instructions, who therefore waives any legal action regarding this, including subsequent invoicing for these works. However, AUVICOM SA reserves the right to make changes or adjustments during the project execution that may be necessary due to special circumstances or in the interest of the project. Any differences between the information in the quotation and the goods and/or services delivered do not give the customer the right to refuse the goods or services, withhold payment, or claim any compensation.
    4. If the customer decides not to proceed with the order after receiving and reviewing the quotation, any costs incurred will be borne by the customer.

3. Rates

    1. The rates for services and/or rental are based on cash payment of the net amount without discount. These rates must be increased by VAT (21%). The deposits and balance must be paid in accordance with the payment terms specified in the quotation or invoice.
    2. The prices mentioned in a quotation accepted by the customer, relating to work or rental of goods taking place within a period of more than three months, may be revised if the prices for the supplies used and/or labor employed have increased by at least 15%.
    3. Delivery and/or collection costs are always borne by the customer. This also applies to travel expenses and labor costs added beyond the approved quotation(s).

4. Execution of the Agreement

    1. AUVICOM SA will carry out the projects entrusted by the customer with due diligence. It is bound solely by a best-efforts obligation, including compliance with agreed deadlines.
    2. In the sale of goods, AUVICOM SA has fully met its obligations once it has delivered the goods to the customer or once the material has been collected by the customer. It is the customer’s responsibility to take all measures to ensure the safety and storage of the material.
    3. AUVICOM SA can in no case be held liable for any accidental damage to goods owned by the customer that may be stored on AUVICOM SA’s premises or transported or installed by AUVICOM SA.
    4. AUVICOM SA can in no case be held liable for any impact on the customer’s reputation, and the customer may in no case claim moral damages.

5. Delivery – Transportation – Catering

    1. Delivery times are provided for informational purposes only. AUVICOM SA is not liable for any adjustments to the delivery times, and such adjustments do not grant the customer the right to cancel the agreement or to claim any compensation or other remuneration.
    2. The occurrence of acts or events of force majeure releases AUVICOM SA from any liability. Any damage, breakage, or missing goods must be noted by the customer upon arrival of the goods and reported in writing to the carrier.
    3. AUVICOM SA reserves the right at any time to send the goods cash on delivery without prior justification or to require payment at the time of the order.
    4. For services, the organization and costs for catering as well as accommodation (including hotel expenses) for the workforce involved at that time are borne by the customer. This also applies to travel expenses for these individuals, both within Belgium and abroad.

6. Transfer of Risks

    1. The transfer of risks takes place, notwithstanding AUVICOM SA’s retention of title clause, at the time of delivery, for both rental and sales.
    2. If the rented or sold equipment has a hidden defect, no legal remedy can be pursued against AUVICOM SA, without prejudice to any legal action against the third party that supplied, installed, or manufactured the equipment.

7. Rental of Equipment

    1. In the event of equipment rental, the customer is fully and exclusively responsible for the correct use of this equipment under all circumstances, whether they use the equipment themselves or entrust its use to technicians for whom they may or may not be responsible.
    2. The customer is strictly prohibited from subletting, depositing, or lending equipment owned by AUVICOM SA without prior written permission from AUVICOM SA. The customer is also strictly prohibited from modifying the structure of the equipment or attaching, sticking, or removing anything from it without prior written permission from AUVICOM SA. If this prohibition is violated, AUVICOM SA will invoice the modified equipment to the customer at the standard sale price.
    3. If the rented equipment is damaged in any way, the customer must carry out the necessary assessments and inform AUVICOM SA within twenty-four hours. If this is not done, the customer will be invoiced for the full replacement value of the damaged equipment.
    4. The equipment is delivered and returned to AUVICOM SA’s warehouses or any other location specified on our quotation or delivery note.
    5. For each equipment rental, the customer must provide a deposit in cash with a minimum amount of 175.00 EUR, unless otherwise agreed between AUVICOM SA and the customer. The deposit will be refunded to the customer when the rented equipment is returned to our warehouses and checked to be in perfect condition without damage.
    6. The rented equipment is assumed to be in perfect working condition. The receipt of the equipment implies that the customer irrevocably accepts the equipment in the condition it is in, without reservation. The equipment is accepted by signing our delivery note or by using the equipment.
    7. The formalities for transportation are entirely the responsibility of the customer. The customer must take out appropriate insurance in favor of AUVICOM SA. In case of damage or loss due to transit or any possible customs seizure of the equipment, the costs related to this damage, as well as the costs for delays in the return, are borne by the customer.
    8. Upon return of the equipment, a joint inventory will be conducted in AUVICOM SA’s warehouses. Any damage to the equipment caused by the renter will be invoiced to the customer, unless AUVICOM SA chooses to exercise its right to invoice the damaged equipment as sold to the customer. The same applies to all missing or stolen items or accessories, which must be reimbursed or replaced at the customer’s expense.
    9. If the customer wishes to extend the use of the equipment, they must inform AUVICOM SA no later than 48 hours before the planned end of the rental period or service. The same conditions apply to the extension as to the initial rental or provision. A new delivery note will be issued for the extension, which must be signed and returned by the customer to AUVICOM SA. In case of late return of the equipment, the customer is responsible for the cost of extending the rental period as well as compensation for any damage incurred by AUVICOM SA due to the delay.
    10. The customer waives any legal action against AUVICOM SA based on articles 1721 and 1386 of the Civil Code. They will bear full responsibility for the equipment throughout the rental period, both toward third parties and AUVICOM SA.
    11. AUVICOM SA disclaims any liability for accidents, loss, theft, or any form of damage to magnetic or optical data carriers, whether audio, video, and/or data files belonging to the customer that may remain in the rented equipment at the end of the rental period.
    12. A customer entering into a rental agreement must take out an insurance policy for the rented equipment. This policy must cover theft, fire, material, and bodily damage of internal or external origin in Belgium and abroad.
    13. If the rented equipment is damaged or not returned by the renter, the rental period will be extended until the customer provides an official statement regarding the damage or theft, during which time the customer is obligated to pay the rental amount. The renter is also required to cover the costs of restoring or repairing the equipment.

8. Software

    1. By using software platforms offered by AUVICOM SA, the customer also agrees to the terms and conditions of the producers.
    2. The customer obtains a non-exclusive, non-transferable license to use the software platform for the agreed duration and terms.
    3. Access to the software platforms and software requires a stable broadband connection and a compatible device. AUVICOM SA provides support for software installation and use, as well as optional training.
    4. All software offered by AUVICOM SA is protected by the intellectual property rights of the respective license holders. The customer may not make any modifications, decompile, or copy the source code. All intellectual property rights remain the exclusive property of the producers.
    5. The customer is responsible for all content uploaded and displayed on dynamic displays and/or reservation systems. Personal data providing access to the software is retained by the license holders for the full duration of the service and is available for consultation and modification upon the customer’s request. All data is hosted within the European Union and is intended solely for content management and scheduling purposes.
    6. AUVICOM SA and the producers provide support for the installation, configuration, and use of the software. First-line support (SLA) is available on request, and updates are regularly implemented to improve system functionality and performance. Software failures or maintenance will be communicated at least 48 hours in advance.
    7. All software licenses offered by AUVICOM SA have an initial term of one year and are automatically renewed unless terminated in writing at least one month before the renewal date.
    8. Software licenses are aligned with the duration of the main contract with AUVICOM SA. Termination of this main contract, for any reason, also results in the immediate termination of the software license agreement. In the event of unauthorized use by the customer, termination may occur following a one-month written notice period.
    9. AUVICOM SA is not liable for any damage resulting from incorrect use of the software, delays by internet providers, or data loss. The customer is responsible for making regular backups of their data. In the event of defects, support will only be provided as described in AUVICOM SA’s SLA.
    10. For software provided by producers through AUVICOM SA, the applicable law is as described in the respective license agreements of these producers. AUVICOM SA reserves the right to resolve disputes internally before taking legal action.

9. Payment

    1. All our invoices are payable in cash, net, and without discount, unless expressly agreed otherwise in writing.
    2. Any delay in payment shall, by law and without prior notice, due to the mere fact of the invoice’s due date, result in the calculation of interest at a rate of 12% per annum from that date. Additionally, any customer whose invoice remains unpaid in whole or in part is liable to a lump-sum compensation equal to 15% of the outstanding amount, with a minimum of 40.00 EUR.
    3. The fact that an invoice remains unpaid on its due date immediately renders all other amounts owed by this customer payable, regardless of any payment facilities previously granted. Furthermore, AUVICOM SA reserves the right to terminate all other agreements with the customer concerned without notice or compensation.

10. Retention of Title

    1. The goods sold remain the inalienable and exclusive property of AUVICOM SA until they are fully paid for by the customer. If payment is not made within the agreed terms, AUVICOM SA reserves the right to reclaim the goods without prior notice.
    2. The rented equipment is and remains the property of AUVICOM SA and cannot be transferred by the customer. If this equipment is seized by a third party while in the customer’s possession, the customer shall, at their own expense, obtain the immediate release of the seizure, knowing that they remain liable for the rental fee specified in the agreement until the equipment is fully returned to AUVICOM SA.

11. Complaints

    1. Any complaint regarding the rented or sold goods or services provided must be submitted by registered letter within 8 days from the date of delivery of the goods or services. Failing this, the goods and services shall be deemed to have been accepted by the customer.
    2. If the complaint is accepted by AUVICOM SA as justified and admissible, AUVICOM SA will proceed to replace or repair the goods found to be defective. This excludes any other form of compensation.
    3. All complaints regarding invoicing must be addressed to AUVICOM SA by registered letter within 8 days of receipt of the invoice. After this period, the invoice shall be deemed to have been fully accepted.
    4. A complaint does not relieve the customer of their obligation to pay within the period specified in these general terms and conditions.

12. Copyright and Various Licenses

    1. A customer who orders goods and/or services is deemed to hold the rights to these goods and/or services and releases AUVICOM SA from all liability in this regard. Furthermore, the customer undertakes to compensate for any damages that may arise from the absence of these rights.
    2. Copyright fees collected by SABAM, another organization, or a private individual within the scope of an action carried out for the customer are the responsibility of the customer.

13. Insurance

    1. For operations carried out by AUVICOM SA on behalf of the customer, the customer must, at their own expense, take out all necessary insurance required for the organized event. Such insurance must at least cover theft, damage to the equipment, damage caused by the equipment, as well as AUVICOM SA’s civil liability.
    2. For services outside the European Union, the customer must, at their own expense, take out insurance covering seizure of the equipment, destruction of the equipment, personal injury in case of riot, political events, or natural disasters, as well as loss of profit resulting from such events.

14. Intellectual Property

    1. Projects, studies, plans, and quotations prepared at the customer’s request remain the property of AUVICOM SA and may not be reproduced, implemented, or disclosed in any way without prior written consent from AUVICOM SA.
    2. If the customer executes a project developed by AUVICOM SA or has it executed by a third party, they owe AUVICOM SA a fixed and non-reducible fee equivalent to the full amount of the quotation prepared for this project, in addition to any additional damages.

15. Termination of the Agreement

    1. If the customer fails to fulfill their obligations under these general terms and conditions or if the customer has provided AUVICOM SA with incorrect information, AUVICOM SA reserves the right to terminate the agreement without notice and without prior formal notice.
    2. In the event of forced sale, reduction of collateral, judicial reorganization, bankruptcy, transfer of business assets, or any event affecting the customer’s business or solvency, AUVICOM SA may terminate the agreement automatically and without prior formal notice, without notice or compensation.
    3. In the event of termination of the agreement, the customer is obligated to return the rented equipment immediately, regardless of the reason for termination, without prejudice to any damages that may be owed to AUVICOM SA.
    4. If the agreement is terminated by the customer, the customer undertakes to reimburse AUVICOM SA for all expenses incurred, all costs for work already performed, and lost profits for work yet to be performed. This lost profit is agreed to be 50% of the amount of the canceled work. If a deposit has been paid, it shall also remain with AUVICOM SA. In the event of termination of the agreement two working days or less before the scheduled performance date, the lost profit is set at 100% of the total order amount.
    5. If a rental agreement is terminated by the customer, the customer undertakes to reimburse AUVICOM SA for all expenses incurred, all costs for work already performed, and lost profits for work yet to be performed. This lost profit is agreed to be 50% of the amount of the canceled work for cancellations less than 10 working days before the contract start and 100% for cancellations less than two working days before the contract start. The contract start is the start time of setup or collection. If a deposit has been paid, it shall also remain with AUVICOM SA.

16. Disputes

    1. This agreement is governed by Belgian law. For all disputes between AUVICOM SA and the customer, only the courts of the judicial district of Brussels have jurisdiction, and only Belgian law applies, except for AUVICOM SA’s right to summon the customer to the court of their domicile. The legal proceedings will be conducted in Dutch, unless otherwise required by legal provisions regarding language use in judicial matters. For disputes related to software provided by AUVICOM SA, the applicable law is as described in the license agreements of the respective software producers.

17. Final Provisions

    1. Representatives or agents of AUVICOM SA are not authorized, except by special exception, to bind AUVICOM SA or to accept payment of deposits or invoices.
    2. The invalidity or modification of any clause in these general terms and conditions does not affect the validity of the other clauses, which shall remain fully effective.
    3. If the customer is an intermediary acting on behalf of a third party, the customer is required to communicate these general terms and conditions to this third party and have them signed. In the event of the customer’s insolvency, AUVICOM SA reserves the right to address the ultimate customer directly.
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