General terms and conditions (20.5.2025)
1/ General terms and conditions
Unless otherwise agreed in writing, these General Terms and Conditions shall apply in full to all offers and quotations prepared by CEDRIC DURE BV (2020 Antwerp Edward Keurvelsstraat 26 - 1021.909.351 - hereinafter ‘CEDRIC DURE’), to all agreements between CEDRIC DURE and its customer (‘Customer’) and to all invoices of CEDRIC DURE, regardless of whether the Customer's registered office is located in Belgium or abroad and regardless of the place where the delivery or the services are to take place, unless the parties have expressly agreed different terms in writing.
By placing an order, the Customer accepts and takes notice of these Terms and Conditions without any reservations.
The general terms and conditions shall not apply between the parties unless expressly accepted in writing by CEDRIC DURE.
2/ Offers - Conclusion of the contract
2.1 Orders are not final until they are accepted in writing by CEDRIC DURE or delivered by CEDRIC
DURE.
2.2 If the Customer modifies or cancels the confirmed order, a lump-sum cancellation fee is due by right:
- of 50% of the agreed price (excluding VAT) if the placed order is cancelled 7 days or less than before the agreed date that the services and/or order are to be delivered;
- 100% of the agreed price (excluding VAT) if the placed order is cancelled 48h or less than before the agreed date that the services and/or order are to be delivered;
3/ Prices
Prices are expressed in EUR. The stated price is fixed and includes all costs unless express reservations are made regarding additional costs.
If the VAT rate changes before delivery, the overall price will be adjusted accordingly. The net price excluding VAT is equal to the sales price including VAT minus any discount from the merchant.
4/ Delivery
4.1 Delivery times and periods are provided for indicative purposes only. A late or delayed delivery can never give rise to compensation or cancellation of the order. Unless otherwise agreed in writing, postage and other costs shall be borne by the Customer.
4.2 The Customer is obliged to take delivery of the goods. If changes are made to the delivery date, conditions and/or address at the Customer's request or if the Customer provides CEDRIC DURE with incorrect information in this regard, CEDRIC DURE shall be entitled to pass on to the Customer the price increase and additional costs resulting from the incorrect information.
4.3 All goods are delivered under retention of title until the Customer has fulfilled all his obligations towards CEDRIC DURE, including full payment of principal, expenses and interest. The Customer shall be liable for any damage to the goods delivered and/or lent. The Customer may not pledge or dispose of goods subject to retention of title in any way whatsoever. The Customer hereby expressly declares that it is aware of the above-mentioned retention of title prior to delivery of the goods. The Customeris obliged to handle goods subject to retention of title with care and shall store and keep them in a suitable and clean place.
Any advance payments shall remain the property of CEDRIC DURE to compensate for any losses in the event of a resale, without prejudice to CEDRIC DURE's right to claim compensation for damages actually incurred.
4.4 A delivery can only take place if the Customer has fulfilled all his contractual obligations towards CEDRIC DURE, including the timely payment of previous deliveries. CEDRIC DURE is legally entitled, without judicial authorisation and without any notice, to postpone or even cancel the delivery of current or future orders until full payment of outstanding invoices.
5/ Complaints
5.1 Any protest against the content of the invoice or the execution of services and/or supplies, under penalty of nullity, must be notified to CEDRIC DURE by e-mail (legal@cedricdure.com) five calendar days after knowledge, taking into account the provisions below.
5.2 CEDRIC DURE cannot be held liable for minor discrepancies regarding the execution of the services and/or deliveries provided. CEDRIC DURE cannot be held liable for obvious factual errors and misprints.
5.3 Damage due to transportation or a defect reasonably detectable by the Customer at the time of delivery must, under penalty of nullity, be notified to CEDRIC DURE at the time of delivery. This notification must include a detailed description of the damage or defect. Deviations inherent to the material used cannot constitute grounds for complaint.
5.4 Any other non-conformity and any visible defect must, under penalty of nullity, be notified to CEDRIC DURE by e-mail (legal@cedricdure.com) no later than five calendar days after delivery of the goods. This notification must contain a detailed description of the non-conformity or visible defects.
5.5 Complaints relating to hidden defects must be notified to CEDRIC DURE by e-mail (legal@cedricdure.com) within five calendar days from the time they are detected or could reasonably have been detected by the Customer and, at the latest, 2 years after delivery of the goods. This notification must contain a detailed description of the hidden defect.
6/ Liability
6.1 CEDRIC DURE (or its appointed agents, representatives or employees) shall only be liable for damage caused by a defect of the goods manufactured and delivered by CEDRIC DURE or for damage resulting from the execution of the order, only if such damage was caused by fraud, wilful misconduct, gross negligence or deception. CEDRIC DURE (or its appointed agents, representatives or employees) shall not be liable for other defects.
In case CEDRIC DURE is held liable for damages, the liability shall be limited to an amount equal to the invoiced amount of the order in question or, if applicable, to the invoiced amount according to the part of the order to which the liability applies. If the damage is covered by an insurance contract, CEDRIC DURE's liability shall in all cases be limited to the amount effectively paid by the insurer. CEDRIC DURE shall only be liable for direct damages. CEDRIC DURE shall never be liable for indirect damages, including, without limitation, consequential damages, loss of profits, missed savings and damages to third parties.
To the extent that CEDRIC DURE depends on the cooperation, service or delivery of third parties to fulfill its obligations, CEDRIC DURE cannot not be held liable for any damages attributable to the latter, including fraud, deception, willful misconduct and/or gross negligence.
The Customer is solely responsible for the appropriate, safe and lawful use of the goods delivered and/or loaned.
6.2 Under no circumstances can CEDRIC DURE be held liable for the non-performance - partial or total, temporary or permanent - of an agreement in case of force majeure preventing the correctperformance of an agreement or making it impossible, even if these circumstances were foreseeable at the time the agreement was concluded. Force majeure means any event or circumstance beyond the control of CEDRIC DURE, such as risk of war, terrorism, general or partial strike (including at the suppliers of CEDRIC DURE), general or partial lockout, weather or traffic conditions (including road services and traffic congestion), governmental decisions, infectious diseases, industrial accidents, fire, power outage, machinery breakdown, as well as non-delivery by CEDRIC DURE's suppliers and bankruptcy of CEDRIC DURE's suppliers. CEDRIC DURE is not obliged to demonstrate the attributable and unforeseeable nature of the circumstances giving rise to force majeure.
Force majeure shall in no case entitle the Customer to terminate the contract or claim damages.
Since the Customer's commitments to CEDRIC DURE essentially involve an obligation to pay, force majeure on the part of the Customer is hereby expressly excluded.
7/ Payment
7.1 Our invoices are payable net and in cash on the delivery date, unless otherwise agreed. Unless objected to by registered letter, each invoice is considered accepted within eight days of the date of sending. Disputing an invoice does not suspend the Customer's payment obligation.
Payment shall be made to the bank account number communicated by CEDRIC DURE upon entering into the agreement.
Unless otherwise agreed, invoices will always be invoiced with VAT deferral.
7.2 If the invoice is not paid on the due date, the customer will be obliged, ipso jure and without formal notice, to pay interest at the rate of 1% per month for each month started. Moreover, in case the debt remains unpaid in full or in part on the due date, CEDRIC DURE shall be entitled, after unsuccessful notice of default, to increase the debt by 10% with a minimum of € 75.00, even if an extension of time is granted and without prejudice to CEDRIC DURE's right to ask for a higher compensation if the damage suffered is proved. Without prejudice to its right to payment of court costs, CEDRIC DURE shall also be entitled to reasonable compensation from the Customer for all relevant collection costs arising from the non-payment.
7.3 If CEDRIC DURE has doubts about the Customer's creditworthiness as a result of court decisions against the Customer and/or other demonstrable events which make the appropriate fulfillment of the commitments questionable and or/impossible, CEDRIC DURE reserves the right to ask for an advance payment for the deliveries or services still to be made or to request (other) appropriate guarantees from the Customer. If the Customer does not agree to this, CEDRIC DURE is entitled to cancel all or part of the order, even if all or part of the goods have already been dispatched or delivered, without
prejudice to CEDRIC DURE's right to ask for a higher compensation after proving the damage actually suffered.
7.4 In case of non-payment of one invoice on the due date, the total of all other invoices, even those not yet payable, must be paid immediately by operation of law and without prior notice.
In case of non-compliance with the terms of payment, CEDRIC DURE reserves the right to unilaterally suspend the execution of all other agreements concerning the contractual relations between the parties, without prior notice or compensation, without judicial authorisation.
7.5 Set-off by the Customer is hereby expressly excluded.
8/ Termination
CEDRIC DURE shall be entitled to terminate the contract at any time and with immediate effect by operation of law and without judicial authorisation in the following cases, without any notice of default or compensation being required: (i) if the Customer fails to fulfill one or more of its obligations; (ii) in the event of cessation of payment, (an application for) bankruptcy or reorganisation under Book XX of the Code of Economic Law and/or any similar situation of the Customer; (iii) in the event of liquidation or termination of the Customer’s business; (iv) if all or part of the Customer's assets are seized.
If the Agreement is terminated as provided above, all invoices shall become immediately payable by operation of law and without notice of default.
In such case, CEDRIC DURE shall be entitled to a lump sum compensation equal to 30% of the purchase price excluding VAT, without prejudice to CEDRIC DURE's right to:
- claim the compensation provided for in art. 2
- claim a higher compensation for the damage actually suffered that can be proven, and to demand
the return of the goods that have already been delivered
9/ Applicable law and jurisdiction
Any dispute arising from or relating to a contract to which these general terms and conditions apply, or arising out of or relating to contracts concluded at a later date as a result of this contract, shall be governed exclusively by Belgian law, with the express exclusion of the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods (Vienna Sales Convention).
All disputes between the Customer and CEDRIC DURE concerning the validity, interpretation or performance of agreements entered into with CEDRIC DURE shall be submitted exclusively to the competent courts of the Antwerp judicial district, unless CEDRIC DURE prefers another competent court.
10/ Other Provisions
All agreements between CEDRIC DURE and the Customer form part of one overall contractual relationship. If the Customer fails to fulfill its obligations under one particular agreement, CEDRIC DURE may suspend the further performance of both the agreement in question and other ongoing agreements.
In case one or more provisions (or part thereof) of the general Terms and Conditions should be invalid or unenforceable, the remaining provisions shall remain in full force and effect. In such cases, CEDRIC DURE and Customer shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that approximates the intent and intent of the original provision. In such case, the parties confirm that the competent court has jurisdiction to modify the provision in question to the extent permitted by law. CEDRIC DURE processes personal data in accordance with the Privacy Policy which can be found on the website (https://www.cedricdure.com/privacy) and of which the Customer can receive a copy by sending a written request to (legal@cedricdure.com).