General terms and conditions B2B


A. Basic Conditions
B. Special Conditions of Purchase
C. Special conditions rental

A. BASIC REQUIREMENTS

Article 1 | Scope

1.1. All contractual legal relationships between the public limited liability company All-Connects, with registered office at B-2550 Kontich, Satenrozen 3 and with enterprise number BE0477.167.546, RPR Antwerp (hereinafter referred to as "All-Connects") and the customer (hereinafter collectively referred to as "Parties"), are - unless All-Connects expressly departs from them in writing - governed by the present general terms and conditions.

1.2. The contractual legal relationships between All-Connects and the customer may, as the case may be, take the form of immediately expiring contracts, including but not limited to purchase/sale contracts, or contracts with successive performances, including but not limited to service, rental, exchange, provision,... . These contractual legal relationships shall be further clarified in accordance with the special conditions.

1.3. Unless otherwise confirmed in writing by All-Connects, these general terms and conditions prevail over any general terms and conditions of the customer, even if these are not explicitly rejected by All-Connects.

1.4. The customer declares that, prior to entering into the contract, it has read these General Terms and Conditions and Special Terms and Conditions and agrees to them.

Article 2 | Conclusion & execution of the agreements

All-Connects' offers are always without obligation, but will expire after thirty days from the date of the offer.

2.2 A contract with All-Connects shall be formed in one of the following three limited ways: - when the customer has communicated his unconditional confirmation of the quotation drawn up by All-Connects to All-Connects within the period set forth in Article 2.1; or- when there is no question of a quotation, after the express acceptance of the order by All-Connects; or- when All-Connects executes the order placed by the customer.

2.3 Each contract shall be deemed to have been concluded, after acceptance, at the place of All-Connects' registered office. Any deviation from this must be expressly accepted by All-Connects in writing.

2.4 Each contract with All-Connects shall be deemed to be performed at the address of All-Connects' registered office, even if All-Connects provides the services and/or products concerned elsewhere.

2.5 The starting date of the contract shall be determined in the following ways, unless otherwise expressly stated on the signed quotation, and in this order: 1. Delivery date Ex Works, 2. Installation date carried out by All-Connects or by an external party commissioned by All-Connects, 3. Thirty days end of month after signing of quotation or confirmation of order.

Article 3 | Revocation of the agreement

3.1 The duration of the agreement is stated on the order form. If it is not expressly mentioned, the duration is 12 months from the date the order form is signed.

3.2 After the expiry of the defined duration, these agreements are tacitly renewed for successive periods equal to the initial duration of the agreement.

Article 4 | Termination of the Agreement

4.1 Agreements cannot be terminated prematurely except in accordance with the conditions in Art. 4.3.

4.2 After the expiry of the fixed term, these agreements are tacitly renewed for successive periods equal to the initial term of the agreement.

4.3 An agreement can only be terminated prematurely by the customer and/or All-Connects subject to respecting the termination fee as set out in the special terms and conditions. The termination must be sent by registered letter at least 60 calendar days before the end date of the contract.

4.4 In the event of an immediate termination of contracts, the customer shall, without prejudice to the provisions of Article 4.3, owe All-Connects a fee equal to 50% of the unpaid portion of the remaining term of the contract in question.

4.5 Termination of the contract by the customer shall in no case entitle the customer to a refund of the sums already paid.

Article 5 | Delivery

5.1 All-Connects shall, unless stipulated otherwise, fulfil its obligation to deliver when the products and/or services ordered are made available to the customer at All-Connects' registered office.

5.2 If All-Connects additionally undertakes to deliver the ordered products to a place agreed by the parties, the transport will be at the risk and expense of the customer.

5.3 The delivery periods stated are indicative only and shall bind All-Connects only to the extent that it should endeavour to approximate these periods as closely as possible.

5.4 The expiry of the stated delivery period, when this is not due to bad faith or gross error on All-Connects's part, does not under any circumstances give rise to any right to refuse or revoke the order or to compensation.

5.5 Delivery periods shall in no event constitute an essential element of the contracts concluded.

Article 6 | Prices - subscriptions - rentals

6.1 The prices stated on the quotation and the order form are exclusive of VAT, taxes and associated costs (including postage costs), which shall always be borne by the customer.

6.2. The prices mentioned on the offer and the order form only include what is described on the aforementioned documents. If the customer requests additional services (including technical assistance) that are not included in the quotation and order form, these will be additionally invoiced by All-Connects to the customer.

6.3 Rents and subscription fees shall be indexed annually without further formalities, according to the following indexation formula in accordance with article 57 of the Act of March 30, 1976: P=P0 (0.2 + 0.8 (X1 : X0)).
Explanation formula:
* P: the revision price
* P0: the base price
* X1: the national reference of labor costs for Joint Committee 200 of the month of December preceding the revision
* X0: includes the same labor costs of the month of December preceding the offer.

6.4. Invoicing from All-Connects to the customer is done according to the information provided by the customer on the order form. If no specific requirements are specified on the order form, All-Connects will invoice according to their established procedures.

Article 7 | Payments

7.1. Unless otherwise stipulated on the invoice, the amounts invoiced shall be due and payable on the invoice date at the latest.

7.2. Payments shall in principle be made in full discharge by transfer via debit or credit card, or for amounts below 3,000.00 euros in cash. Payments in cash occur at the time the funds are transferred to the registered office of All-Connects. All other payments shall be made when the full amount due has been irrevocably received on the bank account of All-Connects.

7.3. Invoices may only be validly protested within ten (10) calendar days of the invoice date, by registered letter accompanied by a detailed justification.

7.4. In the event of late payment, an interest of one percent (1%) per month will be payable, ipso jure and without notice of default, from the due date of the invoice. In addition, by operation of law and without notice of default, liquidated damages of 10% on the principal amount due with a minimum of €50.00 will be due, without prejudice to All-Connects' right to prove higher damages. Any judicial interest and court costs are not included in this. For invoices under 25,00 Euro excl. VAT, a surcharge of 10,00 Euro will be charged for administration costs.

7.5. If an invoice remains unpaid on its due date, all invoices still outstanding in the name of the same purchaser shall become immediately payable ipso jure.

7.6 In the event of late payment, All-Connects shall also be entitled to suspend the performance of its obligations in respect of all current contracts. The delivery date or term shall be suspended by operation of law. In any case, All-Connects is only obliged to deliver after the customer has paid in full.

Article 8 | Complaints

8.1 The products delivered by All-Connects must be inspected by the customer upon receipt. Immediately visible defects must be reported by the customer immediately on the delivery note and within a period of forty-eight (48) hours directly to All-Connects in writing.

8.2 The customer undertakes to inspect the products immediately after receipt in accordance with all the procedures customary in the industry. Complaints relating to defects that become apparent after this detailed examination must be made known to All-Connects by registered letter within a period of five (5) days after receipt.

8.3 Complaints with respect to one of the qualities referred to in Articles 9.1 or 9.2 of these General Terms and Conditions that are made outside the periods stated in those Articles will under no circumstances give rise to any liability on the part of All-Connects.

8.4 Complaints relating to hidden defects and which do not fall under the provisions of Articles 9.1 to 9.2 must be made known by the customer to All-Connects by registered letter immediately, and no later than five (5) days after the customer became aware of them or could reasonably have become aware of them.

8.5 Complaints regarding the delivery or the conformity of the products do not suspend the customer's payment obligation.

Article 9 | Liability

9.1 All-Connects can only be held liable for damages resulting from its intentional fault, gross negligence or fraud.

9.2 All-Connects shall not be liable for dysfunctions in the service, malfunctions in the tracking system and/or a reduction in the quality, completeness and accuracy of the data transmitted by the tracking system, when attributable to:- providers, such as (non-exhaustive): GSM-GPRS networks, satellite signals and the Internet;- the Customer's faulty use of the Tracking System;- defects arising from faulty implementation and/or setting of the Tracking System on the hardware, when the Tracking System was implemented by the Customer;- faulty hardware on which the Tracking System was implemented;

9.All-Connects is not liable for defects that are due to external influences, such as, but not limited to: legal or administrative decisions, weather conditions, fire, natural disasters or influences caused by carelessness, human error or force majeure.

9.4 If the liability of All-Connects can still be retained, All-Connects shall have the right - at its sovereign choice - to discharge itself from any obligation by repairing or replacing the defective product.

9.5 If All-Connects' liability can still be maintained, that liability shall in any case be limited to a maximum of the sum of the amounts collected by All-Connects from the client over the past twelve months under the contract concerned, and in any case to that part of the order to which the liability pertains. If the damage is covered by insurance, All-Connects' liability will in any case be limited to the amount actually paid out by its insurer.

Article 10 | Intellectual rights

10.1 The agreement between All-Connects and the customer does not include any transfer of intellectual rights and know-how from All-Connects to the customer.

10.2. The Customer is granted a non-transferable and non-exclusive license with respect to the use of the software forming part of the Tracking System.

Article 11 | Illegal use

Should the customer use products or services purchased from All-Connects in a manner inconsistent with the applicable legal framework, the customer will be required, without prejudice to All-Connects' ability to terminate the contracts with successive services in such circumstances at the customer's expense and claim appropriate compensation, to indemnify All-Connects against all damages, losses and/or third party claims that All-Connects may face as a result of such use.

It is strictly prohibited to use ALL-CONNECTS SIM cards for any purpose other than that for which they are intended. Any unauthorized use of SIM cards will expose subscribers to a fine of at least 500 euros in addition to the cost of communications and legal action. The responsibility for the use of the (tracking) system data lies solely with the subscriber who must comply with the relevant legislation (e.g. privacy law).

Article 12 | Transfer of Agreement

12.1 All-Connects is entitled to transfer the contract with the customer in whole or in part, subject to notification to the customer.

12.2 The customer is not entitled to transfer the contract in whole or in part, unless expressly agreed in writing by All-Connects.

Article 13 | Retention of title and security

13.1. The nullity of one or more clauses of these general terms and conditions or part thereof does not affect the validity and applicability of the other clauses and/or the rest of the provision in question.

13.2. Days are calendar days.

13.3 Any communication must be made by registered letter to the address stated in these general terms and conditions and shall be deemed to have been received:
- the same day: if delivered by carrier or if sent by e-mail and the other party has confirmed receipt;
- two days after the postmark: if sent by registered mail.

Article 14 | Privacy

The processing of the personal data of customers and other contacts is done in accordance with the All-Connects Privacy Statement. The document is available via this link (https://www.all-connects.be/nl/privacy-policy).

Article 15 | Applicable law and competent courts

15.1. Disputes arising from the contract between All-Connects and the customer are governed exclusively by Belgian law.

15.2. Disputes arising from the contract between All-Connects and the customer shall be subject to the exclusive jurisdiction of the Antwerp Business Court, Antwerp Branch.

B. SPECIAL CONDITIONS OF PURCHASE

Article 1 | Scope

1.1 The contractual legal relationships between All-Connects and the customer for contracts with immediate expiry, including but not limited to purchase-sale agreements. Shall be referred to below as purchase agreements.

Article 2 | Conclusion and execution of agreements

INSTALLATION of built-in products

The installation of the products ordered by the customer will always be installed at the address of the registered office of All-Connects. If agreed in writing, the installation can take place at an agreed location and the transportation costs will be borne by the customer. The initial installation and all future technical interventions are at the expense of the customer.

2.2 The billing period starts at the first day of the month following the installation date. The days between the installation date and the start of invoicing are charged pro rata to the agreed license prices.

Article 3 | Duration of the Agreement

3.1 The duration of a purchase agreement is 12 months unless otherwise stated on the signed offer or order form. The date of signature of the order form is also the starting date of an agreement.

3.2 After the expiry of the fixed term, these agreements are tacitly renewed for successive periods equal to the initial term of the agreement.

Article 4 | Termination of the Agreement

4.1 The purchase agreement may be terminated by the customer or All-Connects, but only by registered letter and subject to the following notice periods:
- a period of notice equal to the duration of the contract, for contracts concluded for a fixed term of one month or more;
- a period of notice of one (1) month, for contracts concluded for a fixed term of less than one month.
- A minimum of 60 days notice must be given before the due date of your billing period.

4.2 In the event of an immediate termination of the purchase agreements, the customer shall, without prejudice to the provisions of Article 4.1, owe All-Connects compensation equal to 50% of the unpaid portion of the remaining term of the relevant agreement.

4.3 Termination of the contract by the customer shall under no circumstances entitle the customer to a refund of the sums already paid.

4.4. Upon termination of the purchase agreement, the customer is responsible for the proper disposal of the delivered products.

Article 5 | Delivery

In connection with a purchase contract the following provisions apply:
- All products delivered will remain the property of All-Connects until All-Connects has paid in full all that is due to it under the purchase contract;
- If the customer defaults on payment, All-Connects will be entitled, both towards the customer and towards any third party, to assert its right of ownership and to demand the return of the products without having to take legal action.
- Any diminished value of the products as well as the costs incurred shall be charged by All-Connects.

5.2 By accepting these General Terms and Conditions, the customer grants All-Connects a conventional general pledge, as security for all outstanding claims as may arise under contracts between the Parties.

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SPECIAL CONDITIONS FOR RENTAL

Article 1 | Scope

1.1 The contractual legal relationships between All-Connects and the customer for contracts with successive performance, including but not limited to, service, rental, exchange, provision, ... Shall hereafter be referred to as a rental agreement.

Article 2 | Conclusion and execution of agreements

INSTALLATION of built-in products

The installation of the products ordered by the customer will always be installed at the address of the registered office of All-Connects. If agreed in writing, the installation can take place at an agreed location and the transportation costs will be borne by the customer. The first installation of the ordered products are included in the rental price. All future technical interventions are at the expense of the customer.

2.2 The invoicing period starts at the first day of the month following the installation date. The days between the installation date and the start of invoicing are charged pro rata to the agreed license prices.

Article 3 | Revocation of the agreement

3.1 The standard duration of a rental agreement is 12, 36 or 60 months. The chosen duration is mentioned on the order form. The date of signing the order form is also the starting date of a lease.

3.2 At the end of the defined duration, these agreements are tacitly renewed for successive periods equal to the initial duration of the agreement.

Article 4 | Termination of the Agreement

4.1 The rental agreements may be terminated by the customer or All-Connects, but only by registered letter and subject to the following notice periods:
- a period of notice equal to the duration of the contract, for contracts concluded for a fixed term of one month or more;
- a period of notice of one (1) month, for contracts concluded for a fixed term of less than one month.
- The notice must be sent at least 60 days before the end of the billing period.

4.2 In the event of immediate termination of a rental agreement, the customer shall, without prejudice to the provisions of Article 4.1, owe All-Connects compensation equal to 50% of the unpaid portion of the remaining term of the agreement in question.

4.3 Termination of the contract by the customer shall in no case entitle the customer to a refund of the sums already paid.

4.4. Upon termination of a rental agreement, the customer shall return to All-Connects the goods made available within eight (8) days of the termination of the agreement. If the customer does not return the products within the specified period, the products not returned will be charged at the standard new price set by All-Connects in their price list.

Article 5 | Delivery

5.1 In connection with a rental agreement, all products made available shall at all times remain the property of All-Connects.

5.2 By accepting these General Terms and Conditions, the Customer grants All-Connects a conventional general lien, as security for all outstanding claims as may arise under contracts between the Parties.