Terms and conditions of sale

This is an English translation provided for convenience. The French version of this document is the only legally binding version and prevails in the event of any discrepancy. Read the French version

Green Axis SRL – Renov’Châssis General Terms and Conditions of Sale

1. Introduction

Green Axis SRL, whose registered office is located at Avenue Herrmann-Debroux 40-42, 1160 Auderghem, registered with the Banque-Carrefour des Entreprises (Crossroads Bank for Enterprises) under company number 1035.750.657 (“Green Axis” or the “Company”), is a company specialising in the sale and delivery of window frames, joinery, glazing, accessories and related products (the “Products”), as well as their installation (the “Services”).

The sale, supply, delivery and, where applicable, installation of window frames, joinery, glazing, accessories and related products, or any other service or product supplied by Green Axis to any customer (the “Customer”), are governed by these general terms and conditions (the “General Terms and Conditions”).

The General Terms and Conditions alone apply and exclude all general and special terms and conditions of the Customer, unless these have been expressly accepted by Green Axis, in writing and in advance.

The information on the Company’s website and in any advertising material, price list or newsletter is purely indicative and does not constitute a contractual offer capable of binding Green Axis.

If a person contacts and concludes a contract with Green Axis on behalf of another person, both are deemed to be the Customer. In that case, the first person who made contact is responsible for the other person’s acceptance of these General Terms and Conditions. This responsibility also applies where the contract is concluded on behalf of contractors, buildings or other represented entities. The first person must therefore, among other things, ensure that the other person accepts these General Terms and Conditions. Failing this, the first person remains responsible for the performance of the contract and for compliance with the General Terms and Conditions.

2. Quotation and order

The descriptions of the Products and Services offered by Green Axis are set out in our detailed quotation. Quotations are based on the prices in force on the date of the quotation, subject to subsequent changes. A quotation is valid for the period expressly stated in it. Unless otherwise stated, each quotation is valid for a period of 1 month. Quotations issued by Green Axis are non-binding. Without prejudice to Article 3 of these General Terms and Conditions, the Company reserves the right not to proceed if the Customer accepts the quotation.

Any other information (such as delivery terms) contained in the quotation is indicative only.

The Customer expressly understands and accepts that Green Axis is entitled to make any adjustments to the quotation that it considers necessary or useful in order to improve the Product(s) or Service(s), or that result from technical or material constraints on the provision of the Services or on the delivery or installation of the Products, or if the situation on site does not correspond exactly to what was planned. A change to a quotation does not give rise to any entitlement to compensation.

3. Conclusion of the contract

The contract between the Customer and Green Axis is concluded in accordance with the terms of the quotation and the General Terms and Conditions as soon as the Customer’s explicit written agreement to the quotation and the General Terms and Conditions is communicated to the Company (condition precedent), subject to the Company’s final acceptance. The Customer is also deemed to have accepted the terms of the quotation and the General Terms and Conditions if the Customer requests the delivery and installation of the Products as specified in the quotation.

Green Axis makes every effort (obligation of means) to deliver and install the Product(s) on the date chosen by the Customer and agreed with Green Axis, it being understood that the delivery date and any other arrangement are only approximate and non-binding. The Customer may not rely on any failure to meet the time limits that may be stated in the order confirmation in order to claim damages or the rescission of the contract. No compensation may be claimed from the Company in the event of a change in legislation or any other unforeseen situation, even if the previously estimated delivery date has been changed.

Green Axis explicitly reserves the right to change its prices in line with changes in market conditions between the time the Customer accepts the offer and the written confirmation of the order by Green Axis, in particular due to changes in the prices of raw materials, wages, transport costs, tax rates or other cost factors having a direct effect on the Company’s calculation change at the time the order is performed.

4. Delivery and installation

4.1. General provision

The Customer or one of the Customer’s authorised representatives must be present on site for the delivery and installation of the Product(s) or the performance of the Service(s), on the date agreed between Green Axis and the Customer, and must in particular be able to indicate the exact location for the installation of the Product(s) or the performance of the Service(s), or any other information useful to enable efficient and swift installation of the Product(s) or performance of the Service(s).

The Customer warrants that the Customer is entitled to have the Product(s) installed at the installation address. The Customer shall provide the Company with all information necessary for the proper performance of the contract. The Customer is responsible for the completeness and accuracy of the data provided.

Where the contract provides for the delivery and/or installation of the Product(s) and/or the performance of Services by Green Axis, only Green Axis and third parties approved by Green Axis are authorised to carry out that installation and/or provide those Services.

Where the sale of the Product(s) is concluded without installation or associated Services, the Customer acknowledges that Green Axis plays no part in the installation of the Products, which is carried out under the sole responsibility of the Customer or of any third party engaged by the Customer.

4.2. Obligation to check whether an authorisation/permit is required for the installation of the Product or the performance of the Services.

The Customer must, at the Customer’s own expense, check and, where applicable, obtain the authorisations, permits and any other documents required by the authorities and/or by any applicable regulations for the installation of the Product(s) or the performance of the Services (for example, planning permission (permis d’urbanisme), co-ownership, etc.)

4.3. Access

All rooms and entrances where the delivery and/or installation work for the Product(s) is to be carried out must be cleared of all kinds of obstacles likely to hinder the work or the installation before it begins.

Throughout the work, the Customer shall provide a compliant electricity supply (220 V) and a water connection. Any particular difficulty relating to access, working conditions or technical installations must be reported to Green Axis before it sends its quotation.

If such difficulties are not communicated in advance, or if the actual access conditions differ from those described by the Customer and the deployment of additional resources proves necessary to carry out the delivery and/or installation (in particular, without this list being exhaustive, the use of a lift, a crane, specific equipment or additional staff), Green Axis reserves the right to deploy the resources it considers necessary and to invoice the Customer for all resulting costs and surcharges.

Where Green Axis’s workers are unable to carry out the delivery or installation on the agreed date due to a failure by the customer to fulfil its obligations, Green Axis reserves the right to invoice travel costs (150 EUR excl. VAT) and storage costs.

4.5. Safety and protection of the premises

Before the work is carried out, the Customer is required to take all reasonable and necessary measures to protect the Customer’s premises, installations and property against any nuisance or damage that may result from the work, such as, in particular, dust, vibrations or splashes.

Green Axis accepts no liability for any damage that could reasonably have been avoided by implementing such measures.

4.6. Transfer of risk

Delivery without installation

In the case of a sale without installation, the risks pass to the Customer upon delivery.

The Customer, or any person engaged by the Customer, is required to check the conformity and condition of the Products at the time of delivery and to immediately make any appropriate reservations in accordance with the applicable legal provisions.

Delivery with installation

Where Green Axis installs the Products, the risks pass to the Customer upon completion of the installation.

The Customer remains solely responsible for external repointing, connection to existing elements and, where applicable, conduit work and electrical connections, unless otherwise stipulated in the contract.

External causes

Green Axis cannot be held liable for damage to the window frames resulting from the intervention of third parties, environmental, structural or climatic conditions, or any other external cause beyond its control.

Work is carried out in accordance with good workmanship practice and the standards in force, and the Company’s liability is limited to the amount of the service invoiced, in accordance with Article 9 of these General Terms and Conditions.

4.7. Other additional material

It may happen that, in the course of installing Product(s) at the Customer’s premises or performing the Services, additional material is required. This additional material will be the subject of a quotation at the time of installation or performance of the Services, which will be presented for acceptance to the Customer or to one of the Customer’s authorised representatives present for the installation or during the performance of the Services.

5. Scheduling and weather conditions – Change / cancellation of an appointment or wasted call-out

Green Axis is highly dependent on weather conditions: strong winds, frost or rain, among other things, may jeopardise the safety of the Company’s installers. In addition, Green Axis may change its schedule unexpectedly, or additional visits may be necessary to start the installation fully. Changes to the Company’s schedule may therefore under no circumstances be relied on to claim compensation (for example, for loss of income or of holiday).

Any cancellation of an appointment by a Customer must be notified to the Company by email at least two (2) working days before the scheduled date, by replying to the appointment confirmation email. Failing this, Green Axis reserves the right to invoice the Customer a flat-rate administrative fee of one hundred and fifty (150) euros excl. VAT. This flat-rate compensation will also be due for any wasted call-out by the Company or by the certification body, in particular if the Customer is not present or if the work required for the installation of the Product(s) has not been carried out by the Customer.

6. Payment

6.1. General provision

The prices stated in quotations and contracts are expressed inclusive of all taxes (incl. VAT) if you are a consumer and exclusive of taxes (excl. VAT) if you are a business Customer. All our prices are expressed in euros.

Payment for the Products or Services is made in one or more instalments, in accordance with the quotation and the invoices, to the bank details indicated in the quotation and the invoices.

Save in exceptional cases, the instalments are set as follows:

• 40% deposit on order (signature of the purchase order);
• 55% at the start of the work or on delivery of the Products for orders without installation;
• 5% (or the balance) acceptance of the works or on final delivery.

For “consumer” Customers (B2C), all invoices must be paid in full before any delivery of the Products and/or performance of the Services. In the absence of full payment, Green Axis reserves the right to suspend or postpone delivery and/or performance, without incurring any liability.

For other customers (B2B), unless otherwise agreed in writing, invoices are payable within eight (8) calendar days of their date of issue.

6.2. Acceptance and disputing of invoices

Any invoice that is not disputed before its due date will be deemed accepted.

6.3. Late payment and Penalties

Any invoice unpaid on its due date gives rise to the payment of late-payment interest from the due date until payment in full and to the payment of a flat-rate compensation. This compensation and this interest apply immediately and are due without prior formal notice, except where the Customer is a consumer within the meaning of the Code de droit économique (Code of Economic Law). In that case, a formal notice in the form of a first reminder free of charge, giving the consumer a final period of fourteen (14) calendar days, starting on the third working day following the day on which the reminder is sent, to make the outstanding payment, will first be sent to the consumer by email or by post.

Where the reminder is sent electronically, the fourteen-calendar-day period will start on the calendar day following the day on which the reminder is sent to the consumer.

After this payment reminder and in the event of non-payment by the Customer, the amount due will be increased by the statutory and contractual late-payment interest as described in these General Terms and Conditions. A final payment reminder will then be sent to the Customer, requesting payment of the amount due, including the additional late-payment compensation in accordance with our General Terms and Conditions, within ten (10) calendar days.

If the Customer is a consumer within the meaning of the Code de droit économique (Code of Economic Law), the applicable statutory interest rate will be the rate referred to in Article 5, second paragraph, of the Act of 2 August 2002 on combating late payment in commercial transactions (loi du 2 août 2002 concernant la lutte contre le retard de paiement dans les transactions commerciales) or any law replacing it, and the flat-rate compensation due will be a maximum of:

1. 20 euros if the outstanding amount is less than or equal to 150 euros,
2. 30 euros plus 10% of the amount due on the portion between 150.01 and 500 euros if the outstanding amount is between 150.01 and 500 euros,
3. 65 euros plus 5% of the amount due on the portion above 500 euros, with a maximum of 2,000 euros, if the outstanding amount is more than 500 euros.

If Green Axis fails to meet its payment obligations towards the customer who is a consumer within the time limits set, the latter will be entitled to the same compensation as that described above.

If the Customer is not a consumer within the meaning of the Code de droit économique (Code of Economic Law), any failure to pay on expiry of the payment period stated on the quotation or invoice automatically causes late-payment interest to accrue from the following day, without any prior registered letter or formal notice.

Interest will accrue at the rate provided for by the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, any discounts granted will then lapse automatically by operation of law, without any registered letter or notification being required.

Notwithstanding the late-payment interest, in the event of non-payment of the invoice amount after expiry of the payment period, the balance due will automatically and by operation of law be increased by an amount of 10% of the principal amount as agreed flat-rate damages, with a minimum of 50 euros, without prejudice to legal costs, including lawyers’ fees.

Non-payment of a single invoice on its due date automatically renders the balance due on all other invoices immediately payable by operation of law, even those not yet due.

Green Axis may use third parties to recover a Customer’s outstanding balances. In that case, within the limits permitted by law, the Customer will also have to pay all collection costs and other similar costs relating to the recovery of the debt.

Any late payment entitles Green Axis to suspend performance of the Contract, without prior reminder or formal notice, until the amounts due have been paid in full.

7. Retention of title

By way of derogation from Article 1583 of the former Civil Code (ancien Code civil), the transfer of ownership of the Product(s) from Green Axis to the Customer will only take place after payment of the full price by the Customer, including any interest or compensation payable by the Customer. In the event of non-payment of the price or part of the price on the agreed due date, Green Axis reserves the right to demand the return of the Product(s) in their entirety. The Customer may not object to the return of the Product(s) on the grounds of partial payment of the price. Notwithstanding the absence of transfer of ownership, the transfer of risk will take place in accordance with the arrangements provided for in Article 4.6, and the Customer will remain solely liable in the event of non-return of the Product(s) for any reason whatsoever, including theft or any case of force majeure, or for any damage caused by the Product(s), where applicable.

8. Warranty

8.1. General provision

The Product warranty applies as specified in the quotation. If the warranty is not specified in the quotation, please refer to these General Terms and Conditions.

Any intervention falling outside the scope of the warranty and carried out at the Customer’s request will give rise to the invoicing of investigation costs, working hours and travel costs.

8.2. Legal warranty – consumers

Green Axis warrants that the Products delivered comply with the specifications stated in the quotation, with the consumer’s legitimate expectations and with the legal provisions in force at the time of the order, subject to any minor technical variations or tolerances, where these do not affect either the normal use of the Product or its essential characteristics.

In accordance with the applicable legislation, consumers benefit from a legal guarantee of conformity for a period of two (2) years from the date of delivery.

In accordance with the Act of 9 May 2019 on compulsory professional liability insurance in the construction sector (loi du 9 mai 2019 relative à l’assurance obligatoire de la responsabilité civile professionnelle dans le secteur de la construction), the ten-year liability (garantie décennale), with a duration of ten (10) years, takes effect from the acceptance of the works. However, this guarantee is strictly limited to work forming part of the closed structural shell (gros œuvre fermé) under the conditions prescribed by law.

“Closed structural shell” (gros œuvre fermé) means all the elements contributing to the stability or soundness of the building work, as well as those ensuring that the building work is weathertight and roofed (clos et couvert) and watertight, in accordance with Article 23 of the said Act.

In the event of a defect or non-conformity, the Product will, at Green Axis’s option, be repaired or replaced free of charge. If repair or replacement proves impossible or unreasonable, or cannot be carried out within a reasonable time, the consumer may claim an appropriate price reduction or the rescission of the contract, in accordance with the law.

As soon as a defect is discovered, the consumer is required to inform Green Axis as soon as possible, and at the latest within two (2) months of discovering it, failing which the right to repair or replacement will be forfeited.

8.3. Warranty exclusions

The warranty does not apply where:

• the information or data provided by the Customer does not correspond to reality;
• the defect results from misuse of the Product, failure to follow the Company’s instructions or inappropriate use;
• the damage is caused by external causes, an accident, negligence, a fall, a case of force majeure, poor maintenance or normal wear and tear;
• the Product has been modified, repaired or altered by the Customer or by a third party not approved by the Company;
• the assembly, installation, use or maintenance has not been carried out in accordance with the Company’s instructions.
• the sale of the Product(s) is concluded without installation or associated Services, the sale does not give rise to any ten-year liability (garantie décennale).

8.4. Business Customers

For Customers acting for professional purposes, delivery is deemed accepted upon receipt of the Products.

Any claim relating to apparent defects or conformity must be made in writing within forty-eight (48) hours of delivery, failing which it will be time-barred.

8.5. Apparent defects

The Customer must check the conformity and integrity of the Product(s) at the time of delivery and/or installation in order to detect any visible/apparent defects and, if necessary, exercise the Customer’s right of recourse, immediately and in writing, against the carriers and/or against Green Axis and refuse delivery of the said Product(s). Failing this, the Customer is deemed to have accepted the Product(s) and no longer has any grounds for a claim in this respect for any apparent/visible defect.

8.6. Latent defects

Green Axis warrants the Product(s) against latent defects of which Green Axis was aware and which existed at the time of delivery. If a Customer discovers a latent defect, the Customer must inform Green Axis immediately by registered letter with acknowledgement of receipt (within a maximum of five working days for business Customers and within twenty (20) calendar days for consumers from the time the Customer became aware of the defect or the time the Customer should have become aware of it.) (Art. 1648 of the former Belgian Civil Code (ancien Code civil belge)).

The warranty offered by Green Axis is limited to the replacement of parts recognised as defective (any other cost, charge or damage being excluded). The Company’s warranty does not cover apparent defects of which the Customer could or should have been aware at the time of delivery, nor latent defects of which Green Axis was not aware at the time of the sale.

8.7. Installation and performance

Green Axis will endeavour to install any Product and provide any Service in accordance with the quotation issued. If a problem or defect arises, the Customer must inform Green Axis as soon as possible and at the latest forty-eight (48) hours after the Installation if the problem or defect is related to it, or at the latest five (5) calendar days after discovering the said problem or defect if it is not related to the installation work. The Customer must explain the identified problem or defect to the Company and take photographs of it. The Customer bears sole responsibility for proving the existence of a problem or defect and for proving the Company’s liability in that respect. In that case, Green Axis will do its best to carry out the required repairs and corrections within a reasonable time, at its own expense where it is responsible or at the Customer’s expense otherwise. If the Customer carries out the required repairs and corrections personally or through a third party not approved by the Company, the Company is not responsible for the costs or the performance thereof, which are the sole responsibility of the Customer.

9. Liability and insurance

9.1. Liability

The Customer expressly undertakes to indemnify Green Axis against any liability, claim, loss and damage due to (i) inaccuracies or errors in the information, plans or specifications submitted to the Company, or (ii) faulty installation, incorrect or negligent use of the Product(s) by the Customer or any third party, or (iii) repairs or any modification of the Product(s) by the Customer or any third party.

Green Axis is liable only for direct damage resulting from failures attributable to it and duly established.

Green Axis will under no circumstances be liable to the Customer or a third party for any indirect, consequential, special or incidental damage, loss, damages, loss of profits or loss of business in respect of any matter relating to the General Terms and Conditions, the Product(s), or any other product or service supplied by Green Axis, even if Green Axis has been informed of the possibility of such damage or if that possibility was reasonably foreseeable.

The Company’s total liability may under no circumstances exceed the price paid by the Customer. Nothing in these General Terms and Conditions excludes or limits a Party’s liability in the event of gross negligence, wilful misconduct or fraud, or in the event of death or personal injury.

The Customer agrees to exclude any extra-contractual liability of the employees, agents, directors, collaborators or any other person collaborating in the performance of the contract on behalf of Green Axis.

9.2. Insurance

In order to cover its professional liability, Green Axis has taken out professional liability insurance appropriate to its activity.

10. Force majeure or change of circumstances

Green Axis cannot be held liable in the event of force majeure or a change of circumstances affecting Green Axis or one of its subcontractors or suppliers, nor in the event of a supply problem not directly attributable to it.

Where the aforementioned event causes a delay in delivery of more than two (2) months compared with the agreed time limit, each of the parties will be entitled to terminate the contract by sending a registered letter with acknowledgement of receipt, taking effect eight (8) days after the date on which it is sent (as evidenced by the postmark). Any other claim or compensation is expressly excluded.

11. Documents and intellectual property rights

All plans, studies and documents drawn up by Green Axis remain its property, may not be passed on to third parties without its written authorisation and must be returned to it on simple request.

All intellectual property rights relating to the Products, models, designs, brand and logo of the Company remain at all times its exclusive property and, where applicable, that of its licensors. If the Customer, despite any prohibition, modifies or creates derivative products, Green Axis owns all rights, title and interest, including intellectual property rights, in those modifications and derivative products, and the Customer hereby assigns to the Company, free of charge, those rights, title and interest in the event of modifications and derivative products.

12. Express resolutory condition – Termination / Rescission

The agreement between the parties is concluded in accordance with Article 3 and may not be terminated unilaterally, except in the cases provided for in this Article and in the following Article.

Each party may, however, decide to terminate the agreement at any time, with immediate effect, without notice or compensation, in the event of the bankruptcy (or filing for bankruptcy), liquidation or dissolution of the other party. This termination has no retroactive effect.

Each party may rescind the contract or suspend its obligations at any time if the other party fails to fulfil any of its obligations under the contract and does not remedy that failure within twenty (20) calendar days following a letter of formal notice sent by registered post by the non-defaulting party. This rescission has no retroactive effect.

13. Right of withdrawal

Where the Customer is a consumer and the contract is concluded at a distance or off the Company’s premises, the Customer has a right of withdrawal provided for in Articles VI.47 et seq. of the Code de droit économique (Code of Economic Law).

The exercise of this right must be notified to the Company by means of the form below or in any other equivalent wording, sent unambiguously, within fourteen (14) calendar days of the delivery of the Product(s).

No right of withdrawal may be exercised for the supply of Products made to the Customer’s specifications or clearly personalised, nor, in the case of service contracts, after the Service has been fully performed if performance began with the Customer’s prior express consent, the Customer having also acknowledged that the right of withdrawal will be lost once the contract has been performed by Green Axis.

If the right of withdrawal is exercised, the Customer must return the Products to the Company, within fourteen (14) days of exercising that right, in perfect condition, in their original packaging, unused and complete. Otherwise, Green Axis will invoice the Customer for the actual loss in value of the Products. All transport costs, as well as the risks associated with the return, are borne by the Customer.

Model form (right of withdrawal)

“For the attention of: Green Axis SRL, whose registered office is located at Avenue Herrmann-Debroux 40-42, 1160 Auderghem, registered with the Banque-Carrefour des Entreprises (Crossroads Bank for Enterprises) under company number 1035.750.657.
I, the undersigned, [first name, surname and address], hereby give notice that I am exercising my right of withdrawal in respect of the Product [XY], ordered/received on [date].
[Identification of the customer (first name, surname and address),
[Date and signature].”

14. Subcontracting and assignment

Green Axis may subcontract all or part of the obligations arising from its contract with the Customer to a third party and assign all or part of that contract without the Customer’s consent. In that case, the specifications given to the Customer in the quotation remain applicable.

The Customer may not transfer the Product(s) without the Company’s prior written consent, nor enter into a pledge agreement or any other pledge or security over the Product(s) before payment of the full price, including any interest or compensation due from the Customer. The Product(s) is/are and remain the exclusive property of the Company until such payment

15. Personal data

Green Axis processes its Customers’ personal data in accordance with the GDPR and Belgian legislation, for the purposes described in its privacy policy, available at renovchassis.be/en/privacy-policy.

16. Amendment and invalidity

Green Axis reserves the right to amend the General Terms and Conditions. Any material amendment will be notified to the Customer, who will be bound by the amendments that the Customer has not refused within twenty (20) calendar days of their notification.

The invalidity or unenforceability of any clause of the General Terms and Conditions cannot affect the validity or enforceability of the other clauses or of the contract. If a provision of the General Terms and Conditions is invalid, unenforceable or contrary to the applicable law, that provision will automatically be limited or modified so as to make it valid or enforceable to the fullest extent permitted by the applicable law, and all other provisions of the General Terms and Conditions will remain in force and have full effect.

17. Questions or complaints

If you have any questions or complaints regarding the Product(s), the Service(s), the General Terms and Conditions or their implementation, please contact your contact person at Green Axis and send an email to info@renovchassis.be

18. Governing law and competent jurisdiction

The contract between the parties, including our General Terms and Conditions, is governed by Belgian law.

If you are a consumer within the meaning of the Code de droit économique (Code of Economic Law) and in the event of a dispute in connection with our Products, our services or the contract between us, the Service de Médiation pour le Consommateur (Consumer Ombudsman Service) can help you. To use it, you must first have attempted an amicable settlement (in writing) with Green Axis.

Service de Médiation pour le Consommateur (Consumer Ombudsman Service)
Boulevard du Roi Albert II 8 boite 1
1000 Bruxelles
Tel.: +32 2 702 52 20
Email: contact@mediationconsommateur.be
Website: http://www.mediationconsommateur.be

Where the Customer is a consumer within the meaning of the Code de droit économique (Code of Economic Law), a dispute that cannot be resolved amicably may be brought, at the claimant’s choice, before the competent court pursuant to Article 624, 1°, 2° and 4° of the Code judiciaire (Judicial Code).

For other customers, only the courts of the judicial district of Walloon Brabant (Brabant wallon) have jurisdiction to hear disputes and claims between Green Axis and the Customer.