TERMS AND CONDITIONS
These general terms and conditions apply to the Services, as defined in Article 1, and every agreement between Client and BBF and/or every agreement between Client and BBF's agent.
In these general terms and conditions, the terms defined in this article have the stated meaning in both the singular and the plural:
“BBF” means the public limited company Brussels Business Flats Belgium N.V., having its registered office at Roodebeeklaan 78 b9, 1030 Schaarbeek and enterprise number 0456.960.169; “Services” means all services that are provided to Client by BBF (both directly and indirectly, and as agent or otherwise);
“Lessee” means every Client who signs a Lease;
“Lease” means every lease concluded by Client, for which purpose BBF acts as the agent for the owner of the relevant immovable property;
“Client” means every recipient of Services and/or every Lessee and/or every Affiliated Enterprise, including every person who acts, or whom BBF may reasonably assume acts, with the authority and knowledge of the recipient of the Services; and
“Affiliated Enterprise” means every enterprise, association or organisation of which the majority of the shares or voting rights are directly or indirectly the property of Client;
By signing a Lease, Client expressly declares to have read, understood and accepted the following general terms and conditions. BBF nonetheless reserves the right to add additional general and/or special terms and conditions for every individual Service and individual Lease.
Unless stated otherwise, offers and proposed agreements made by BBF are valid for 30 days after date of transmission. Every order or instruction to provide Services and lease immovable property will only become final after the Lease is signed, unless BBF has actually commenced providing the Services.
All offers and proposed Leases will be drawn up on the basis of the information furnished by Client. If the information furnished by Client turns out to be incomplete and/or incorrect, BBF reserves the right to draw up an additional offer or proposed agreement, or otherwise to regard the Lease as cancelled at Client's expense.
BBF is entitled, without any written consent of Client, to rely on subcontractors, representatives or subagents for the purpose of providing the Services.
Any deadline stated in the documents and correspondence of BBF or Client is not binding and only serves an indicative purpose. Parties agree that any failure by BBF to meet a deadline may under no circumstances be relied on by Client to obtain compensation or to cancel/terminate the Lease. Parties expressly accept that BBF is not bound by any obligation or may suspend the Services and/or Lease if Client does not fulfil his obligations (particularly payment obligations) or if alterations are introduced to the Services to be provided during the provision thereof.
Unless agreed upon otherwise in writing by the parties, all invoices are payable in cash at BBF's registered office. Payments in instalments are only permitted after an express and written agreement.
In the case of payment by cheque or other negotiable instrument, payment will only be effected once it is actually collected.
Client accepts liability for charges, costs, taxes and levies insofar as these relate to the Services and/or Lease and the payments made by Client on account of the Services and/or Lease. Agreed default interest of 15% per year will be added to all due and unpaid amounts by operation of law from the due date without any prior notice of default. In addition, agreed damages of 15% of the due amount, subject to a minimum of EUR 125, will be added to the due amount by operation of law and without any prior notice of default, regardless of any court and/or collection costs, including all lawyers' fees and disbursements. In the event of default of payment, even if only partial, all amounts that have not yet fallen due will become immediately due and payable without any formality or demand.
If the Lease is terminated and/or cancelled at Client's expense (both judicially and extrajudicially), Client must, by operation of law and without any prior notice of default, pay BBF compensation equal to three months' rental, as applies at the time of termination/cancellation.
5. ACCEPTANCE / RECOURSE
Objections to invoices or complaints with regard to Services and/or in connection with Leases will only be taken into consideration insofar as they are submitted by registered letter to BBF within eight days of receipt of the invoice or provision of the Service and insofar as they are described in great and precise detail. Submitting an objection or complaint does not release Client from his payment obligations. Client therefore expressly waives any reliance on a plea of non-performance.
6. ASSIGNMENT OF LEASE / SUBLEASING
Client may not assign his rights to the leased property or any part thereof and may likewise not sublease the leased property or any part thereof, without BBF's prior written consent.
7. LIABILITY / INDEMNITY
BBF is not liable under any circumstances for the obligations of third parties arising from the dealings and/or Leases brokered by BBF or concluded by BBF as an agent.
The liability of BBF, its employees or representatives with regard to Client is limited to the amounts paid to BBF for the performance of the Services and/or Lease, notwithstanding the legal ground on which BBF's liability is based. BBF, its employees or representatives will not be liable under any circumstances (by contract or by tort) for any indirect damage or consequential damage, including but not limited to the loss of profit or turnover.
Parties agree that BBF will not be liable to indemnify or assist Client if any claim is instituted by a third party against Client that arises directly or indirectly from the Services and/or Lease, notwithstanding the legal ground on which such claim is based.
Notwithstanding the mandatory statutory provisions that are applicable, Client shall compensate and indemnify BBF, its employees, representatives, directors, shareholders, subcontractors and subagents for and against any liability, claim, costs and expenses, including reasonable lawyers' fees and disbursements, arising from or related to (i) the Services, the Leases or the performance of the Leases or (ii) any information or data furnished by Client.
8. FORCE MAJEURE
In the event of unforeseeable circumstances and/or force majeure, BBF will be entitled to completely or partially cancel the Lease without any notice period or compensation in lieu of notice, alternatively to suspend the provision of the Services and/or the Lease. In this case, BBF may not be held liable in any way for the non-performance of its obligations or for any resultant damage that Client may suffer.
Notwithstanding the right to compensation and the provisions of Article 3, BBF is entitled to terminate the agreement, even if this has already been partially performed, or to demand additional guarantees, at any time by means of a registered letter, by operation of law and without any prior notice of default: in the event of the bankruptcy, liquidation or serious deterioration of Client's creditworthiness; if Client does not fulfil his obligations under the Lease, the Services and these Terms and
Conditions, in particular Article 4 hereof.
10. APPLICABLE LAW AND JURISDICTION
Belgian law applies exclusively to these terms and conditions, the Lease, any agreement between the parties, the Services and the resultant legal consequences.
Any disputes between the parties will fall under the sole jurisdiction of the Belgian courts, in particular the courts of the judicial district of Leuven.
The invalidity of any provision of these terms and conditions will not affect the validity and/or enforceability of the remaining provisions and will therefore not lead to the invalidity of these provisions.
In the event of a transfer of the enterprise, shares, business or part of the business of Client, Client shall ensure that the agreement between the parties is performed in its unaltered form by the transferee. A change in BBF’s board, management or shareholders will not influence the Services, Lease or any other agreement between the parties.
These terms and conditions, which take precedence over any other terms and conditions of Client, may only be amended by means of a written agreement that is duly signed by BBF and Client.