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.
