General terms

General Terms And Conditions Of Sale

Please Note: USA Version Below General Terms And Conditions Of Sale World.

Last updated September 22nd, 2025


EU & Rest of World Version - except USA:

  • 1. Definitions:

    • 1.1. In these general terms and conditions, the following words, both singular and plural, shall have the meanings as defined below:

      • a. “van Cronenburg”: van Cronenburg BV, a company incorporated under the laws of Belgium having its principal office at 9000 Gent, Logboekstraat 15 (Belgium) and registered with the CBE under number 1023.665.447;

      • b. “Purchaser”: a private individual or a legal entity that wishes to conclude or has concluded a Contract with van Cronenburg, or that receives a Quotation or places an Order for that purpose;

      • c. “Quotation”: an offer by van Cronenburg to the Purchaser for the sale and delivery of Products and/or Services;

      • d. “Order”: a request by the Purchaser to van Cronenburg for the purchase of Products and/or Services;

      • e. “Contract”: any agreement relating to the sale and delivery of Products and Services by van Cronenburg to the Purchaser;

      • f. “Products”: all products sold and to be sold by van Cronenburg;

      • g. “Services”: all activities (in whatever form and however they may be referred to) carried out by van Cronenburg for the Purchaser, including but not limited to the on-site installation of or installation advice regarding the Products.

      • h. “General Terms and Conditions”: these general terms and conditions of van Cronenburg.

      • i. “Intellectual Property Rights”: all existing and future intellectual property rights, whether registered or unregistered, relating in any way to the Products, Services and the Confidential Information, including but not limited to all copyrights, rights in software, trademarks, patents, design rights and rights in databases, as well as all applications thereof and all rights and obligations related thereto including but not limited to rights of use, prosecution, registration and enforcement.

      • j. “Confidential Information”: any and all technical, commercial, processing, functional, technological, financial and other information in tangible or non-tangible form which is communicated, disclosed or made available by van Cronenburg to the Purchaser, including without being limited thereto the Intellectual Property Rights, product catalogues and collection overviews, any information relating to van Cronenburg and its knowhow, and all documentation, developments, research, drawings, designs, moulding, processes, procedures, prototypes, test results, materials and any other information relating to the Products and the design and manufacturing thereof.

      • Information provided by van Cronenburg’s affiliates, consultants, employees, managers, representatives or agents shall equally be considered as Confidential Information.



2. Applicability:


  • 2.1. The General Terms and Conditions apply to all (negotiations regarding) Contracts, Orders and Quotations.

  • 2.2. The General Terms and Conditions automatically take precedence over any provisions specified in the Purchaser’s documents and terms and conditions. The fact that an Order has been placed or a Contract has been concluded with van Cronenburg is deemed to be an unconditional waiver of the Purchaser’s own terms and conditions and acceptance of the General Terms and Conditions, which apply regardless of any conflicting provisions in the Purchaser’s commercial documents. van Cronenburg’s possible written acceptance of terms and conditions of purchase or of any other documents issued by the Purchaser, does not supersede the precedence of the General Terms and Conditions, but only results in supplementing the provisions that are not addressed in the General Terms and Conditions.

  • 2.3. Amendments to these General Terms and Conditions will only apply insofar as van Cronenburg has explicitly accepted these amendments in writing in a specific Contract, and they will only apply to the Contract in question. The occasional non-enforcement of any provision of the General Terms and Conditions by van Cronenburg shall not constitute a waiver of such provision or any other provision thereof.


3. Quotations And Orders:


  • 3.1. Unless van Cronenburg has explicitly determined otherwise in writing, all Quotations will in no event remain valid for more than thirty (30) calendar days after being issued and may always be cancelled by van Cronenburg at its sole discretion.

  • 3.2. A deposit of 50% (“Deposit”) of the Quotation by the Purchaser is required to confirm and initiate an Order. van Cronenburg shall send the Purchaser an invoice for this deposit (“Deposit invoice”).Due to the constant change in prices for raw materials, late payment of Deposit invoices may result in a surcharge on Products without any notice.

  • 3.3. No cancellations, whether full or partial, are accepted, once van Cronenburg has initiated the manufacturing of an Order. If an Order is cancelled before manufacturing has commenced, the Purchaser shall be required to pay a cancellation fee determined by van Cronenburg to cover the costs incurred by van Cronenburg (such as costs relating to scheduling, quotations, research, materials, etc.). If the Products are already invoiced, a restocking fee determined by van Cronenburg will be charged in the event of cancellation of the Order or parts thereof.

  • 3.4. If an Order is invoiced to the Purchaser but placed through a third-party intermediary (such as an architect or designer), this third-party intermediary shares equal and collective responsibility with the Purchaser to ensure all obligations of the Purchaser relating to that Order and/or the relevant Contract are fulfilled.



4. Prices And Rates:


  • 2.1. The price of the Products shall be indicated in the relevant Quotation or Contract. Unless otherwise agreed upon, prices and rates are exclusive of VAT. All prices for the Products are exclusive of freight, postage, insurance, packaging costs, installation costs and any related costs, and they do not include taxes or duties of any kind.

    If a site visit is required to prepare a Quotation, a fixed remuneration of at least 500 EUR to be determined by van Cronenburg, in addition to all travel expenses, will be charged, depending on the complexity of the project. However, for Orders exceeding 25,000 EUR excluding VAT, only the travel expenses will be charged.

  • 2.2. All payments shall be made in EURO and all invoices , including Deposit invoices, are due upon receipt without discount.

    If the payment term is exceeded, van Cronenburg will charge - without prior notice and under reservation of further rights - an interest of 1.5% per month on the invoice amount or outstanding balance, calculated from the due date until the date of full payment. Additionally, van Cronenburg reserves the right to automatically and without prior notice claim a penalty charge of 15% on the amounts of overdue invoices or outstanding balance, with a minimum of €125.00, as compensation, again under reservation of further rights.

  • 2.3. In case of unforeseen circumstances such as force majeure, or exorbitant raw material price increases, van Cronenburg is entitled to review and adjust the prices accordingly. van Cronenburg will notify the Purchaser as soon as possible about any changes to the prices of the Products and Services.



5. Delivery:


  • 5.1. All Products and Services are deemed sold, accepted and delivered ex works in Ghent, Belgium.

  • 5.2. Payment of all invoices shall be made in full by the Purchaser prior to the delivery of any Products or Services. Failure to remit payment as stipulated will result in a delay of delivery until payment is received.

  • 5.3. Transportation and delivery of the Products are solely for the account, responsibility and risk of the Purchaser. The risk of accidental loss and accidental deterioration of the Products shall pass to the Purchaser upon dispatch in Ghent, Belgium. Suspected loss or damages during transportation and delivery should be reported to van Cronenburg immediately and documented with pictures if possible.

  • 5.4. van Cronenburg is entitled to deliver the Products in instalments and/or in parts.

  • 5.5. The indicated delivery times commence upon receipt of the Deposit and are provided for informational purposes only. These delivery times are not contractually binding and are given only by approximation. Under no circumstances can a delay in delivery entitle the Purchaser to make a claim, seek indemnification or cancel the Order or Contract. van Cronenburg is not liable for any damage resulting from non-compliance with indicated delivery times or other periods.

  • 5.6. The Purchaser is obliged to cooperate with the delivery and to accept/take delivery of the Products. If for whatever reason the Purchaser is unable to accept/take delivery of the Products, the Purchaser shall be obliged to pay a stocking fee determined by van Cronenburg as of fifteen (15) business days after the agreed-upon delivery date.

  • 5.7. The delivered Products remain van Cronenburg’s property until full payment of the price of the Products and Services, including the value of accessory claims such as the costs of packing, bank and administrative fees and late payment penalties.

  • 5.8. The Purchaser acknowledges that the Products are handmade. Minimal differences e.g. in size, shape, colour and finish are therefore possible and cannot be considered as a defect. These differences stress the authentic, living character of the Products. The Products featured in catalogues and collection overviews are therefore to be considered as indicative only.

  • 5.9. The Purchaser guarantees that van Cronenburg will be able to perform the Services on time, safely, without obstruction and with the use of the requisite facilities. van Cronenburg must be able to commence its activities immediately and complete them without interruption.

    The Purchaser is liable for all damage resulting from loss, theft, fire or damage to tools, materials and other items of property belonging to van Cronenburg that are located in the place where van Cronenburg performs the Services.



6. Intellectual Property Rights:


  • 6.1. The Purchaser expressly acknowledges that van Cronenburg is and shall at all times remain the sole owner of all Intellectual Property Rights. The Purchaser further acknowledges that the sale and delivery of Products and Services does not create in the Purchaser’s favour any right, title or interest in or ownership to the Intellectual Property Rights which remain entirely vested with van Cronenburg.

  • 6.2. The Purchaser shall not itself, nor assist any third parties, to use, reproduce, make available or otherwise infringe upon van Cronenburg’s Intellectual Property Rights or to do or cause to be done any act or thing that may in any way adversely affect the Intellectual Property Rights of van Cronenburg or the value thereof.



7. Liability And Warranties:


  • 7.1. van Cronenburg provides a limited warranty for its brass Products for a period of five (5) years from the date of delivery, ensuring that they are free from defects in material and workmanship that would affect their normal operation and intended use. Additionally, van Cronenburg provides the same limited warranty for the internal mechanisms of its Products such as locks and latches, for a period of one (1) year from the date of delivery. If the Purchaser discovers such a defect after receiving, the concerned Products, the Purchaser must immediately notify van Cronenburg in writing and submit the defective Products to van Cronenburg for evaluation within five (5) calendar days, along with proof of purchase dated within the warranty period. Following evaluation by van Cronenburg, and if the defect is confirmed to be inherent to the Product and not the result of misuse, negligence, improper use, installation or an accident, van Cronenburg will, at its sole discretion, repair the defective Products or replace them. The limited warranty is limited thereto and van Cronenburg shall have no further obligations or liability in this respect. Finishes are not covered by any warranty.

    For all clarity, the following shall not be considered as a defect covered by the aforementioned warranty:

    • ⬥ Normal signs of use and wear, including, but not limited to, colour differences resulting from use, which are inherent to the natural patina-building process.
    • ⬥ Wear marks on product contact surfaces (e.g., lock latch marks on a door frame, impacts from a door knocker on the surface of a door).
    • ⬥ Discrepancies between delivered products and the illustrations in the catalogues, collection overviews, brochures, website and other printed materials of van Cronenburg.

    This limited warranty is made in lieu of all other warranties, express or implied.

  • 7.2. Except for the aforementioned limited warranty, all Products and Services are sold and delivered “as is” and van Cronenburg shall not be liable in relation thereto in any way whatsoever.

  • 7.3. In any event, any liability van Cronenburg may have vis-à-vis the Purchaser or any third party, including but not limited to end buyers and personnel of the Purchaser, shall be strictly limited to the invoice amount of the relevant Contract, Quotation or Order (exclusive of VAT), and shall never by more than 10,000 EURO. van Cronenburg shall never be liable for any consequential, incidental, special or indirect damages, lost profits, loss due to business interruption, non-economic damage, direct trading loss or any other losses and other kinds of financial loss.




8. Confidential Information:


  • 8.1. The Purchaser shall retain all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, divulge, reveal or make available any of the Confidential Information to any person, firm or entity without the prior written consent of van Cronenburg.

  • 8.2. The Purchaser shall use the Confidential Information solely for the purpose of fulfilling its obligations under the Contract and shall not use the Confidential Information for any other purpose or for its own benefit or the benefit of any third party.

  • 8.3. The obligations under this clause 8 shall not apply to Confidential Information that:

    • is already known to the Purchaser without any obligation of confidentiality;
    • is or becomes publicly available through no fault of the Purchaser;
    • is lawfully obtained from a third party without any obligation of confidentiality;
    • is independently developed by the Purchaser without reference to or use of the Confidential Information.




9. Force Majeure:


  • 9.1. Neither party shall be liable for any failure or delay in the performance of its obligations under the Contract due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes or shortages of transportation, fuel, energy, labour or materials.

  • 9.2. If a force majeure event continues for more than sixty (60) calendar days, either party may terminate the Contract without penalty or further liability by giving written notice to the other party.



10. Miscellaneous:


  • 10.1. No failure or delay by either party in exercising any right under the Contract shall operate as a waiver of that right.

  • 10.2. If any provision of these General Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  • 10.3. These General Terms and Conditions, the Contract and any dispute or claim arising out of or in connection therewith shall be governed by and construed in accordance with the laws of Belgium.

  • 10.4. Any dispute arising out of or in connection with these General Terms and Conditions or the Contract shall be submitted exclusively to the courts of Ghent, Belgium.







USA Only Version:

These Terms and Conditions (“Terms”) are the only terms that govern sale of the product (“Product”) by van Cronenburg, Inc. (“van Cronenburg”), a New York corporation with offices at 1133 Broadway, Suite 1523, New York, New York 10010 and 2039 Kala Bagai Way #308, Berkeley, California 94704 to the Customer in the quantity and condition as described in the van Cronenburg quotation. Customer agrees to purchase and van Cronenburg agrees to sell the Product in the quantity and condition as described on the van Cronenburg quotation. The accompanying quotation and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. Any purchase order or other communication from Customer containing terms and conditions in addition to or inconsistent with the Agreement will not be binding upon van Cronenburg, and such additional or inconsistent terms and conditions are hereby expressly rejected.



1. Payment & Invoicing:

  • Customer shall pay the entire purchase price indicated on the quotation (the “Total Price”). For a Total Price of more than $5,000, fifty percent (50%) of the Total Price shall be paid upon receipt of the Deposit Invoice. This Deposit Invoice will be sent after van Cronenburg receives written confirmation from Customer of the quotation. The Deposit Invoice will include fifty percent (50%) of the Total Price with any development fees, scheduling fees, rush order surcharges, or administrative fees (as applicable). The sum of the remaining fifty percent (50%) (or the “Balance”) of the Total Price and the Shipping & Handling Cost (“Shipping & Handling”) must be paid upon completion of the production of the Product and prior to the shipment of the Product to the Customer. Full payment of the Total Price, Shipping & Handling, and any other fees or surcharges shall be paid in the Deposit Invoice for a Total Price of $5,000 or less. All payments are non-refundable. In no event shall van Cronenburg produce any Product until fifty percent (50%) of the Total Price is paid. In no event shall any Product be delivered to Customer until Customer has paid the Total Price in full, plus all taxes, duties, tariffs, shipping and handling, government fees, or any other charges related to the sale and delivery of the Products, unless otherwise agreed in writing. Exceptions are subject to the sole discretion of van Cronenburg. Customer shall not be responsible for any taxes imposed on, or with respect to, van Cronenburg’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

  • If the Total Price, taxes, duties, tariffs, shipping and handling, or government fees increase before delivery of the Product to Customer, then this Agreement shall be construed as if the increased prices were originally inserted in the Total Price, and Customer shall be billed by van Cronenburg on the basis of such increased prices.

  • Payment shall be by check payable to van Cronenburg Inc., domestic wire transfer, or ACH transfer, unless van Cronenburg approves another form of payment. Such approval can be granted or denied at the sole discretion of van Cronenburg. All payments shall be addressed to van Cronenburg, Inc., 1133 Broadway, Suite 1523, New York, New York 10010.

  • Any portion of the Total Price unpaid on any due date shall be considered delinquent and thereafter subject to a late payment fee of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is less. This late payment fee will accrue daily on all past due amounts. Customer shall reimburse van Cronenburg for all costs incurred in collecting any late payments, including, without limitation, reasonable attorney fees.



2. Delivery, Storage & Cancellation:

  • All shipments are international air freight shipments directly to the Customer per van Cronenburg’s FedEx account. Risk of loss shall pass to Customer upon delivery. All Products are documented in pictures to avoid any dispute afterward. This documentation is available upon request. Suspected loss or damage during shipment should be reported to van Cronenburg immediately upon receipt and documented with pictures, if possible. If the packaging suffers noticeable damage during shipment, van Cronenburg advises the Customer to not accept the delivery upon receipt of the Products.

  • If for any reason Customer fails to accept delivery of any of the Product pursuant to van Cronenburg’s notice that the Product was delivered to Customer, or if van Cronenburg is unable to deliver the Product to Customer because Customer has not provided appropriate instructions, documents, licenses, or authorizations: (a) risk of loss to the Product shall pass to Customer; (b) the Product shall be deemed to have been delivered; and (c) van Cronenburg, at its option, may store the Product as explained in herein until Customer sends additional instructions, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage, insurance, and additional shipping).

  • van Cronenburg reserves the right to make partial or installment deliveries. Defective delivery or non-delivery of a partial or installment delivery under this Agreement shall be a severable breach and shall not give Customer the right to treat the entire Agreement as breached.

  • Customer may choose to have an order stored at either the van Cronenburg foundry or the van Cronenburg office at the addresses mentioned above. However, because the Products are handmade and made-to-order, a stocking fee will apply for periods beyond ten (10) business days after the agreed upon ship date. These stocking fees will be revised and reported weekly and will be due prior to the eventual ship date.

  • Confirmed orders where a Deposit Invoice was sent or parts thereof can be placed on hold within two (2) business days of confirming the order for a maximum of thirty (30) days. If the order remains on hold and/or unpaid for more than thirty (30) days, then the invoice will automatically be credited and the order or items will be cancelled.

  • Customer should unpack and inspect the Products immediately upon delivery. Within five (5) business days after delivery, van Cronenburg must be notified in writing if any of the goods are not in accordance with the written order, damaged, or defective. This should be documented in pictures. Customer acknowledges and agrees that van Cronenburg’s only obligation will be to repair or replace the Products or parts if any of the Products are not in accordance with the written order, damaged, or defective.



3. Lead-Time & Rush Orders:

  • As van Cronenburg provides handmade hardware requiring particular know-how and skills, lead-times can be subject to variations and van Cronenburg can never provide any confirmed production dates. Typical lead-times are between 12 and 20 weeks, but actual lead-times may vary and do not account for development of any custom or bespoke Product(s).

  • For cabinetry orders, van Cronenburg can consider a rush order (e.g., 8-10 weeks lead-time) upon request. Approval depends on both workload in the workshop and foundry and availability of Product.

  • A rush order surcharge is then applicable, and is a percentage calculated between fifteen to twenty-five percent (15-25%), depending on scope and complexity of the order. Both acceptance of a rush order and the amount of the rush order surcharge are at the sole discretion of van Cronenburg.

  • Rush orders can be cancelled within twenty-four (24) hours of approval. A restocking fee will apply.



4. Price & Term Quotations:

  • Quotations made by van Cronenburg are valid for thirty (30) days from the date of the quote. After ninety (90) days, prices and terms are subject to change without any notice.

  • The examination of the quotation is at the sole responsibility of the Customer. Items not included in the quotation and its pricing will not be delivered. Note that any manifest errors due to flaws in data input or software processing that lead to unrealistic pricing or pricing totals will be considered as an error and will be subject to correction at van Cronenburg’s sole discretion. If the Customer’s purchase order is submitted after the Customer’s confirmation and differs from van Cronenburg’s quotation in any way, then van Cronenburg is not responsible for any discrepancies between the Customer’s purchase order and the quotation. van Cronenburg assumes the confirmation or other approval of the quotation is the sole confirmation of the order.



5. Force Majeure:

  • van Cronenburg will not be liable for any delay or failure in performance of any order, in the delivery or shipment of any Product, or for any damages or losses suffered by Customer or any third party which are caused by, or in any manner arise from, directly or indirectly, any labor disturbances, embargos, riots, storms, fires, explosions, epidemics, pandemics, acts of God or public enemies, inability to obtain necessary labor or raw materials, accidents or breakdown to, or mechanical failure of, machinery or equipment, changes in economic conditions, delays or interruptions in transportation, or any other causes beyond van Cronenburg’s control. In the event of such delay, the applicable shipment date(s) will be postponed to compensate for such delay. If van Cronenburg’s performance is rendered permanently impossible or impracticable, either Party may cancel the affected order(s) upon written notice to the other Party, and, upon such cancellation, van Cronenburg will have no liability and Customer will be liable only for the pro-rated or allocated portion of such order(s) completed.



6. Sales Tax:

  • State or county sales tax might be applicable upon the purchase of the Product. This sales tax shall be paid by the Customer to van Cronenburg when applicable. Proof of exemption from sales tax can be proven with a resale certification sent to van Cronenburg.



7. Acceptance Of The Agreement:

  • This Agreement is binding upon Customer at the time of the written confirmation and acceptance of the quotation. This Agreement is binding upon van Cronenburg at the time van Cronenburg receives the confirmation of the quotation in writing and has received the payment of the Deposit Invoice. Except as set forth herein, neither Customer nor van Cronenburg may terminate this Agreement without cause.

  • van Cronenburg reserves the right to suspend and/or terminate its obligations to produce or deliver Product under this Agreement should the Customer: (a) fail to pay amounts due under this Agreement when due, (b) refuse to accept delivery of the Product when ready, or (c) perform a material breach of this Agreement. If van Cronenburg terminates this Agreement pursuant to the terms described in this Section 7, or if Customer terminates this Agreement for any reason other than a material breach of this Agreement by van Cronenburg, Customer shall pay van Cronenburg: (a) any unpaid amount of the Total Price, and (b) any third party cancellation/termination charges or any out-of-pocket charges incurred by van Cronenburg related to such cancellation or termination.



8. Finish & Patinas:

  • van Cronenburg cannot guarantee product finishes and will not repair or replace finishes under any warranty. The van Cronenburg finishes are living finishes and are subject to ‘wear and tear’. Various factors, including but not limited to, time, touch, acidity in touch and air, humidity in touch and air, climate, salt in air, and exposure to the elements will affect the ongoing aging process, resulting in changing color, sheen, and texture. The term ‘living finish’ refers to what is also called ‘patina’. The patina will continue to evolve at a natural rate based on aforementioned factors. van Cronenburg considers this a normal process that enhances the naturally aging appearance of the Product. van Cronenburg products are made and finished by hand and slight variances in the products might occur, but these are normal and acceptable. van Cronenburg offers thorough quality control of the Product to the Customer and shall not deliver Products that appear unacceptable.

  • Care instructions for the Products are available upon request.



9. Proprietary Rights:

  • Any custom designs created by van Cronenburg at Customer’s request and any special tools, devices, and/or molds required to manufacture these custom designs that have been designed, built, and/or purchased by van Cronenburg shall remain solely van Cronenburg’s property whether or not the Customer is charged with time and/or material in connection with creating the custom designs and/or fabricating the special tools, devices, and/or molds required to manufacture custom designs. This provision shall apply regardless of whether: (a) van Cronenburg is solely responsible for the custom designs, (b) the Customer is solely responsible for the custom designs, or (c) both van Cronenburg and the Customer share responsibility for the custom designs.

  • If Customer requests van Cronenburg make a custom design, Customer warrants that no third party has any patent, copyright, trademark, or other right in or with respect to any custom designs, and that there are no obligations (including royalty obligations), covenants, or restrictions from third parties affecting the manufacture, use, disclosure, enforcement, transfer, and/or licensing of the custom design. Customer shall indemnify, defend and hold van Cronenburg harmless from all loss, cost, damages, and expenses (including without limitation reasonable attorney fees) arising from Customer’s breach of the representations and warranties contained in this Section 9.

  • This Agreement shall not be in any way construed as a license or grant of any rights in any of van Cronenburg’s intellectual property, including without limitation trade names, trademarks, service marks, patents, or patent applications.



10. Limited Warranty & Limitation Of Liability:

  • van Cronenburg warrants a limited guarantee for its brass products for five (5) years from the date of sale, to be free from material defects in material and workmanship. Additionally, the internal mechanisms, including all locks, latches, etc., are guaranteed for one (1) year from the date of sale.

  • At van Cronenburg’s sole discretion, its only obligation will be to repair or replace the defective Products or parts, upon presentation and after careful review. Customer must provide proof of purchase dated within the warranty period and video and/or photographic evidence of the defective Products or parts.

  • Finishes are not subject to any warranty. van Cronenburg assumes no liability for any labor charges regarding the removal or installation if its Products, nor does van Cronenburg cover any freight, postage, or any expense related to the Product.

  • Damage caused by accident, misuse, abuse, or improper installation is not covered by this warranty. van Cronenburg shall not be liable for breach of warranty if Customer makes any further use of the Product not approved by van Cronenburg after giving such notice, fails to follow van Cronenburg’s oral or written instructions as to the storage, installation, use, or maintenance of the Product, or Customer alters or repairs the Product without prior consent of van Cronenburg. If a problem occurs after the expiration of the warranty period, in most cases van Cronenburg will, on the basis of goodwill, remedy the problem, but this remedy is at the sole discretion of van Cronenburg.

  • THIS LIMITED WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

  • van Cronenburg’s liability with respect to any claim by Customer or any third party arising out of or in any way relating to any Product sold by van Cronenburg to Customer (including, without limitation, loss of use or such Product’s further sale, use, or transportation) will be limited solely to the cost of such Product and any such claim must be filed within sixty (60) days after the delivery of such Product. VAN CRONENBURG WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER LOSSES OF CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATING TO THE SALE, USE, OR TRANSPORTATION OF SUCH PRODUCT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VAN CRONENBURG WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.



11. Non-Disclosure:

  • The Customer agrees not to use or disclose any confidential information to a third party that the Customer now has or may acquire concerning designing, manufacturing, molding, or any other processes or procedures van Cronenburg uses in its design and/or manufacturing of the Product. If the Customer violates any of the terms provided, Customer shall pay van Cronenburg actual and/or consequential damages arising out of such breach.



12. Governing Law & Disputes:

  • All transactions between the parties shall be governed and construed in accordance with the laws of the State of New York without reference to the principles of conflicts of laws. For the avoidance of doubt, the Parties expressly opt out of the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to the sale of van Cronenburg’s Product to Customer, this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York County, New York.

  • Customer shall pay all costs and expenses, including without limitation, reasonable attorney fees, incurred by van Cronenburg in enforcing this Agreement or incurred with respect to a breach by Customer of any of the representations, warranties, or covenants of Customer set forth in this Agreement.



13. Miscellaneous:

  • This Agreement constitutes the entire agreement between the Parties with respect to the sale of van Cronenburg’s Products to Customer, superseding all prior representations, agreements, or understandings, written or oral, between the Parties with respect to such sale. This Agreement cannot be amended orally or by any course of conduct by either Party, and may only be amended by a written agreement executed by the Parties. The failure by van Cronenburg (a) to enforce any provision hereof will not be construed as a waiver of such provision or of van Cronenburg’s right to enforce such provision and (b) to object to provisions contained in any purchase order or other communication from Customer will not be construed as a waiver of this Agreement nor an acceptance of any such Customer provisions.

  • Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of van Cronenburg. Any purported assignment or delegation in violation of this Agreement is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

  • Customer and van Cronenburg are independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship. Neither Party has authority to contract for or bind the other party.

  • This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

  • If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  • No terms and conditions contained in any form or otherwise submitted to van Cronenburg may modify or alter the Agreement or become a part of any agreement and any acceptance by Customer is limited to this Agreement. To the extent the Agreement are interpreted to be an acceptance by van Cronenburg of an offer by Customer, the acceptance is conditioned upon Customer’s assent to all of these Terms.