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1. A&E Security is a security company, not a guarding company.

2. Unless expressly stated otherwise in writing, these general terms and conditions apply to all commercial relations of A&E Security, to the exclusion of the customer’s own general terms and conditions. These terms and conditions are accepted by the customer by the simple fact of negotiating or entering into an agreement with A&E Security.
If there are issues relating to interpretation, A&E Security’s Dutch-language general terms and conditions shall prevail over its general terms and conditions in other languages.
A&E Security has the right to change or supplement the general terms and conditions.
3. If A&E Security has to send its invoice to a third party at the request of the ordering party, both shall be regarded as customers and both shall be jointly and severally liable for the invoice amount and ancillaries.

4. Our price quotations are only valid for the period stated in the quotation. If no period is specified, the maximum applicable period is one month. A&E Security may revise its prices at any time when such revision is the result of a change in production costs (raw materials, wages, energy). All fees, taxes, VAT import or excise duties established or increased by national or supranational authorities that relate to the raw material or goods, after the agreement has been concluded, shall result in a corresponding increase in the agreed price. All fines, fees and charges of any kind levied or to be levied by the competent authority shall be borne by the customer.

Annual fees are linked to the index figure released by the Ministry of Public Works and published by SOPA of system D of social charges. The fees shall be adjusted annually according to the following formula:
Basic fee x (0.1 + (0.9 x (new sopa index)))
            Basic sopa index

5. Any delivery periods and other periods are always approximate and do not constitute any obligation on the part of A&E Security. Failure to observe them can never give cause for compensation for damages or for cancellation of the contract.

These periods begin or, if a fixed start date was agreed, are postponed until the following conditions have been cumulatively met:
 we are in possession of an agreement or quotation signed for approval;
 the agreed advance was paid before delivery;
 the customer has provided all the information required to draw up and execute the contract.

Any event beyond the control of A&E Security that obstructs or hinders regular supply, normal production, the transport of goods or the normal execution of the agreement allows A&E Security to cancel execution of the agreement unilaterally or delay execution thereof without the customer being entitled to compensation.

Goods are always delivered and accepted ex works. The customer is liable for the costs and risk of loading and transport.

Orders for additional deliveries are proven by their execution as such. They are charged at the unit prices of A&E Security applicable at that moment and are due and claimable immediately after invoicing.

6. In order to be valid, complaints relating to visible defects and/or regarding the quantity or conformity of the goods delivered and/or the work carried out and/or the prices/invoices must be notified to us by reasoned registered letter within eight days of receipt of the goods/performance of the work. Damage following installation, maintenance or repairs is only compensated if this was explicitly stated on the installation, maintenance or repair report.

The customer benefits from a guarantee on hidden defects under the following terms and conditions:
- On-time and full payment of the price.
- Notification by registered letter within 24 hours, or within two months for consumers, after the defect was discovered or should reasonably have been known.
- With regard to consumers it is agreed that during the first six months the defect is deemed to exist at the time of delivery. In all other instances the consumer must demonstrate that the non-compliance existed at the time of delivery.

Defective goods can only be returned with our written consent and are always transported at the expense and risk of the customer. The guarantee is limited to the replacement, repair or refund of the price paid for the defective components and applies only during the first six months after delivery. With regard to consumers this period is extended to two years, subject to proof that the defect was already present at the time of delivery. The repair or replacement of goods does not initiate a new guarantee period. With regard to materials and equipment, our liability never extends beyond what was granted to us by our suppliers.

7. Unless expressly agreed otherwise, A&E Security accepts an obligation of best efforts and not an obligation of result, whereby it is only liable for damage caused by fault of itself or one of its employees. A&E Security cannot be held liable for misunderstandings that result from unclear or incorrect descriptions in the specifications. The customer is at all times responsible for adapting and updating the information, which includes, but is not limited to, the instructions provided for the control room and changes that are made to the premises and as such could affect the operation of the system. A&E Security cannot be held liable for the consequences of the customer’s failure to pass on or adapt the information correctly. If damage occurs during execution of the agreement, the customer is at all times required to immediately take the necessary measures to limit the damage and carry out repairs, or to have such measures taken. Especially when the alarm installation sends an incorrect message or exhibits a fault, this must be reported immediately to A&E Security.
Operational costs resulting from changes requested by the customer may not be charged to A&E Security. Problems concerning changes to installation, handling, instructions of the customer (including telephone numbers) are the responsibility of the customer and may not give rise to liability on the part of A&E Security.

8. Except in cases of fraud and its own wilful misconduct, A&E Security is only liable for direct and foreseeable damage and under no circumstances for direct, indirect or consequential damage of any kind (including but not limited to: loss of production, loss of revenue, loss of profit, stagnation losses and similar financial or economic losses, loss of information, losses following an interruption to activities, etc.). A&E Security is not liable to the customer for serious or deliberate errors committed by workers, employees and/or representatives in connection with the performance of their professional activities. In any event, the contractual and extra-contractual liability of A&E Security (incl. physical harm) is at all times limited to the amount covered by the liability insurance taken out by A&E Security. This applies even in case of serious error in a B2B context. The insurance policy and policy terms and conditions are available for perusal on request.

9. Unless expressly agreed otherwise in writing, invoices from A&E Security are payable in cash at its registered office, net without discount within thirty days of the invoice date.

10. The granting of a payment extension or acceptance of a bill of exchange or other commercial documents does not imply any waiver of the general terms and conditions and does not affect the immediate enforceability of the invoices. Any invoice not paid by its due date incurs, automatically and without any notice of default, contractually agreed interest for late payment equal to the late payment interest rate in accordance with the Law on late payments of 2 August 2002 and fixed compensation of 10% of the outstanding balance, with a minimum of EUR 50 per invoice. The customer is liable for the costs and fees of the lawyer of A&E Security. If an invoice is paid late, all outstanding invoices shall become due and claimable.

11. Any goods or materials delivered and work carried out continue to belong to A&E Security until the contract price has been paid in full. The customer is liable for any risk of damage to or loss of the goods. Any advances paid are retained by us as compensation for possible losses on resale. The customer undertakes not to sell the goods, dispose of them, use them as security, render them immovable or process them as long as they remain our property. If the goods are sold nevertheless, the right to the resulting sale price takes the place of the goods delivered.

12. In the case of the customer’s breach of contract (e.g. late payment), bankruptcy or obvious inability to pay, A&E Security can regard the agreement as automatically terminated without any notice of default merely by sending a registered letter, and A&E Security can set off debts between any mutually established claims with the customer, regardless of the time at which the relevant debt claims are due and claimable, in accordance with the provisions of Article 14 of the Law on Financial Securities of 15 December 2004. By way of derogation from Article 1794 of the Civil Code, in the absence of a counter-order accepted by us, an order shall always be executed and charged for. For ongoing services, the compensation owed by the customer is equal to the amount that would normally be owed for the remaining period, without prejudice to the increases mentioned in point 9.
The customer expressly agrees that if it fails to pay an invoice in full within two weeks of the due date A&E Security can suspend its services.
The customer waives its right to invoke the suspension of its payment obligations, on whatever grounds.

13. If A&E Security also delivers software to the customer in execution of an agreement, this software shall remain its exclusive intellectual property at all times and the customer shall only be granted a non-exclusive and non-transferable licence for the use thereof for the duration of this agreement.

14. If any provision (or part thereof) of these general terms and conditions is unenforceable or contrary to a mandatory provision of law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions, nor the validity and enforceability of that part of the provision in question that is not unenforceable or contrary to a mandatory provision of law. In such cases the parties shall negotiate in good faith to replace the unenforceable or contrary provision by an enforceable and legally valid provision that is as close as possible to the purpose and intent of the original provision.

15. Special Provisions regarding the Protection of Personal Data: All personal data exchanged by the parties and included in the services contract will be processed by the parties in accordance with applicable law, including the Regulation (EC) N° 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”). Such data will only be processed for the purposes of the execution of the services contract. The client, who is in principle the data Controller in the sense of the GDPR, has the duty to monitor and to manage the execution of the services contract by A&E Security NV, which acts in principle as a data Processor on behalf of the client and following its instructions only.

The client has the right to access its personal data and the right to correct such data, if necessary. If the client has questions about the processing of its personal data, he must submit them to the A&E Security NV contact person.

If the services contract requires the processing of personal data by any other contractor, like other A&E Security NV affiliates or third parties (vendors, suppliers, etc), A&E Security NV shall ensure that the client’s personal data is processed in accordance with the GDPR. The same principles shall apply in case it is the client which processes A&E Security NV’s personal data.

A&E Security NV and the client shall limit the access to any party’s personal data to authorised personnel only, with a need to-know basis, and to the extent that is strictly necessary for the execution, management and monitoring of the services contract.

A&E Security NV and the client undertake to adopt all appropriate technical and organizational security measures with regard to the risks inherent to the data processing operations and the nature of the personal data concerned, in order to:
(a) prevent any unauthorized access to computer systems that process personal data, and in particular:
- unauthorized reading, copying, modification or removal of storage media;
- unauthorized data entry and unauthorized disclosure, modification or deletion of stored personal data;
- unauthorized use of data processing systems by means of data transmission facilities;
(b) ensure that authorized users of a data processing system have access only to the personal data to which their right of access refers;
c) record which personal information has been communicated, when and to whom;
(d) ensure that personal data processed on behalf of third parties can only be processed in the manner prescribed by the other contracting company or third party;
e) ensure that, during the communication of personal data and the transport of storage media, the data cannot be read, copied or erased without permission;
f) design its organizational structure in such a way that it meets the data protection requirements.

16. Belgian law applies. All disputes shall fall under the exclusive jurisdiction of the Courts of the legal district of West Flanders, Bruges division. The place of performance for all obligations is the registered office of A&E Security.