1. These conditions contain the key stipulations agreed between the parties. They apply to, and form an integral part of, all offers and quotations issued by Crodeon Technologies BV, with its registered office at Technologiepark-Zwijnaarde 82, 9052 Ghent (Belgium) and listing in the Crossroads Bank for Enterprises under number 0642.754.761 (‘Crodeon’), each contract concluded between Crodeon and its customer (‘Customer’), including through the webshop www.crodeon.com, and all Crodeon’s invoices, unless expressly agreed otherwise in writing. This applies regardless of whether the Customer’s place of residence or registered office is in Belgium or abroad, and regardless of whether the contract must be performed in Belgium or abroad. These conditions take precedence over all the Customer’s conditions, even if the Customer stipulates otherwise.

Subject to proof to the contrary, the Customer is deemed to have taken note of these conditions and accepted them merely by placing their order.

Crodeon’s failure to apply one or more provisions of these general conditions can never be regarded as a waiver of these general conditions.

Certain provisions of these general conditions apply to the Customer only in their capacity as a consumer (any natural person acting for purposes outside their commercial, business, artisanal, or professional activity), in which case the term ‘Consumer’ is used. Other provisions apply to the Customer only in their capacity as an enterprise within the meaning of Article I.1, paragraph 1 of the Belgian Economic Law Code (Wetboek van Economisch Recht), in which case the term ‘Enterprise’ is used. If a provision applies to both a Consumer and an Enterprise, the term ‘Customer’ is used.

2. All proposals, brochures, catalogues, information, and technical sheets are purely informative and bind Crodeon only if it confirms the order in writing. Unless stated otherwise, webshop offers and prices are valid on the day of consultation.

Prices exclude VAT and delivery charges. The delivery charges are detailed in the shipping policy and the amount due is specified with VAT when the order is placed.

Crodeon reserves the right to give simple notice of a price increase if specific costs affecting the initially agreed price increase, such as an increase in basic products, materials, labour, freight, or other third-party costs, an increase in excise and other duties on the goods to be delivered, currency fluctuations, and so on, even if this increase is due to foreseeable circumstances. Notice of such a price increase to the Consumer becomes effective if the Consumer does not oppose it within eight days.

3. The possible places of delivery and delivery periods, which are merely indicative with regard to the Enterprise, are specified in more detail in the shipping policy.

If delivery deadlines are exceeded, the Enterprise cannot claim compensation or terminate the contract. The Consumer must give Crodeon notice of default by registered letter if a delivery is late. If Crodeon does not deliver within two months of that notice of default, the Consumer may terminate the contract by operation of law and with no judicial intervention, and will be entitled to fixed compensation of 1% of the contract price of the goods concerned.

4. Invoices are payable in cash within 14 days of the invoice date at Crodeon’s registered office. Unless explicitly stated otherwise, payment must be made in euros, net, and without discount.

The Customer is responsible for all collection costs, costs of protesting bills of exchange, accepted or otherwise, bank charges, and discounting charges. Orders through the webshop are placed using the available payment methods.

Unless contested by registered letter, invoices are deemed accepted within eight days of being sent. If an Enterprise contests an invoice, its payment obligation is not suspended.

Interest at the rate of 12% per annum is payable by operation of law, with no prior judicial intervention or notice of default, on each invoice that is not paid by the due date. If an overdue invoice remains fully or partially unpaid by its due date without valid reason, fixed compensation of 10% of the outstanding amount, subject to a minimum of €40.00 and a maximum of €400.00, is also payable by operation of law, with no prior judicial intervention or notice of default. This compensation applies even if grace periods have been granted and without prejudice to Crodeon’s right to more compensation if it can prove its actual damage is higher.

If one invoice has not been paid, (i) all other unpaid invoices become immediately and fully payable by operation of law and with no prior notice of default, whether these invoices are due or not, and (ii) Crodeon may, with no prior notice of default or obligation to pay compensation, suspend the Customer’s other orders until its invoice has been paid in full.

Regardless of the agreed payment terms, and as soon as Crodeon loses confidence in the Customer’s creditworthiness, it reserves the right, even if all or some of the goods have already been dispatched, to suspend all or part of its further performance, and to demand suitable guarantees from the Customer. If the Customer refuses to provide these guarantees, Crodeon reserves the right, without the Customer being entitled to any compensation, to terminate all or part of the contract by operation of law, without prejudice to its right to compensation for damage suffered, estimated at a fixed 60% of the sales price of the goods to be invoiced, or to its right to more compensation if its actual damage suffered is higher.

Setoff by the Enterprise is expressly excluded.

5. The delivered goods remain Crodeon’s property until it receives payment in full, including any interest and costs, unless it decides to waive this retention of title. Even so, the Customer bears the full risks of loss, destruction, or theft of the goods from when they are delivered or from when the Customer fails to take delivery of the goods.

The retention of title also extends to all receivables that replace the goods subject to reservation of title.

The Customer has a duty of care towards the goods delivered under retention of title and must store them in perfect condition in a suitable place by customary standards. Until the Customer has fulfilled all their obligations, they must not sell or otherwise dispose of, process, or modify the goods or encumber them with any security right. The Customer must inform Crodeon of any attachment of the goods delivered under retention of title.

6. Unless agreed otherwise in writing, the goods are delivered DDP (Incoterms 2020). Crodeon reserves the right to make partial deliveries, in which case it may invoice each part separately.

The Consumer may cancel the order placed through the webshop, without stating reasons, for a period of 14 days. The order must be cancelled in writing (by email to info@Crodeon.be or by post to Crodeon Technologies BV, with its registered office at Technologiepark-Zwijnaarde 82, 9052 Ghent, Belgium), stating the Customer’s name and address details, the order date, and the order number. If goods are purchased, this 14-day period starts on the day the Consumer takes possession of the goods; for a service contract, it starts on the day the contract is concluded. The Consumer undertakes to handle the goods and their packaging with care during the 14-day period. The Consumer must unpack or use the goods only to the extent needed to assess whether they wish to keep the goods. If the Consumer uses their right of withdrawal, they must return the goods with all delivered accessories and in their original condition and packaging to Crodeon, at their own expense and risk and in accordance with Crodeon’s reasonable and clear instructions. On receipt of the returned goods, Crodeon will refund the amount already received from the Consumer using the same payment method as the Consumer, including all delivery costs, unless the Consumer has not chosen the cheapest standard delivery option, and excluding the costs of returning the goods. After this 14-day period expires, the same arrangements apply as for the Enterprise.

The Enterprise may cancel an order only with Crodeon’s prior written consent, no later than 30 days after ordering, and in accordance with the refund policy.

7. The Customer must check the conformity of the delivery and for any visible defects immediately on delivery in the carrier’s presence. If the Enterprise starts using, processes, or disposes of the sold goods, this amounts to acceptance.

The Enterprise must submit any complaint about a shortfall in the delivery or visible defect to Crodeon within two working days of delivery. Any complaint because of hidden defects must be submitted to Crodeon within eight days of discovering the defect, or at least within two months of delivery. Complaints must be submitted by registered letter with a precise and specific description of the defect, failing which the complaint will be inadmissible. Complaints because of defects do not suspend the Enterprise’s payment obligation. If the Enterprise submits an admissible and valid complaint about defects in the delivered goods, Crodeon’s liability will be limited to replacing or repairing the goods or to refunding the price paid by the Enterprise for the goods concerned, at Crodeon’s discretion, in accordance with the refund policy. Crodeon will not be liable to pay any other compensation.

The Consumer must submit any written complaint about non-conformity that existed when the goods were delivered and that has manifested itself within two years of delivery, no later than two months after discovering the defect, and provide an accurate and detailed statement of the defect. The Consumer may claim under the statutory warranty for hidden defects in Section 1641 et seq. of the Belgian Civil Code and under the statutory warranty for the sale of consumer goods in Section 1649bis et seq. of the Belgian Civil Code.

A commercial warranty of two years from the invoice date applies to the delivery of hardware. This warranty does not affect the Consumer’s statutory warranty. The commercial warranty applies if the Customer has paid the related invoice in full and does not extend beyond the warranty that Crodeon receives from its suppliers.

Statutory or commercial warranty claims lapse if the goods are used abnormally or carelessly or if the Customer or third parties repair or perform other work on the goods delivered by Crodeon without Crodeon’s consent.

8. Ordering a Crodeon Reporter with subscription formulas (both the ‘classic’ formula and the ‘data as a service’ formula) gives rise to a fixed-term service contract (use of wireless connection and dashboard, support by Crodeon, and monitoring) for one or three years. After the initial or extended period expires, the service contract is tacitly extended by one-year periods, unless the Customer terminates it in writing no later than 14 days before the expiry of the initial or extended period. Crodeon will send the Customer the invoice for the relevant period at the start of the extension. If the Customer does not pay this invoice in accordance with Article 4 of these general conditions, Crodeon may suspend performing the service contract by operation of law and with no notice of default until the Customer pays that invoice and any other invoice due. This does not affect Crodeon’s right to terminate the contract in accordance with Article 12 of these general conditions. The Consumer may always terminate the tacitly extended contract in writing, subject to a two-month notice period.

Under the ‘data as a service’ formula, the Reporter always remains Crodeon’s exclusive property. Provided the Customer pays under this subscription formula correctly and on time, Crodeon will be responsible for providing a Reporter that can be exchanged for a new Reporter if defective. However, the right of ownership of the Reporter will never pass to the Customer. Even so, the Customer bears the full risks of loss, destruction, or theft of the Reporter from when it is provided. The Customer has a duty of care towards the provided Reporter and must store it in perfect condition in a suitable place by customary standards. The Customer must not sell or otherwise dispose of, process, or modify the Reporter or encumber it with any security right.

9. Crodeon is liable for not complying with its contractual obligations only if and to the extent that its fraud, deceit, gross negligence, or deliberate error causes the resultant damage. Crodeon’s liability is always capped at the invoiced amount. If insurance covers the damage, Crodeon’s liability is capped at the amount paid by its insurer. Crodeon is never liable for indirect damage, including, but not limited to, consequential damage, loss of profits, lost savings, production limitations or standstills, administration or personnel costs, higher overheads, loss of clients, loss of data, damage to the Customer’s goods, third-party claims, or damage to third parties.

The Customer is solely responsible for using the goods. The Customer expressly accepts that Crodeon cannot be held liable, and that the Customer may not demand termination of the contract or compensation, if (i) the delivered goods cause damage to goods belonging to the Customer or to third parties, (ii) damage results from using the goods other than as agreed or prescribed by Crodeon and/or its suppliers, (iii) damage results from the Customer or a third party incorrectly installing or adjusting the goods.

10. Crodeon is not liable if the failure to perform its obligations is due, in whole or in part, temporarily or otherwise, to force majeure, even if this circumstance was foreseeable. Force majeure circumstances include, but are not limited to, war, commotion, terror, general or partial strikes or lockouts, operational accidents, extreme weather conditions, fire, pandemics, contagious diseases, suppliers’ insolvency or non-performance of their obligations, failures of electricity, internet, computer network, or telecommunication facilities, government measures, and general transport problems. If force majeure occurs, Crodeon may, at its discretion, at any time, with immediate effect, by operation of law, with no prior judicial intervention or notice of default, and with no payment of any compensation, suspend its performance or terminate the contract with the Customer.

11. Any claim that the Enterprise has against Crodeon prescribes by operation of law if it has not been brought before the competent court within six months from the date on which the Enterprise became aware – or should have become aware – of the underlying facts of the claim. This date cannot be later than twelve months after delivery.

12. All contracts between the Customer and Crodeon are part of a single and overall contractual relationship. If the Customer fails to fulfil their obligations under one contract, Crodeon may suspend further performance of both that contract and other current contracts.

Crodeon may also terminate all contracts with the Customer with immediate effect, by operation of law, with no prior notice or payment of any compensation, if:

(i) the Customer continues to fail to fulfil one or more of their contractual obligations or to do so on time;

(ii) the Enterprise suspends payment, is declared bankrupt/put into liquidation, petitions for bankruptcy/liquidation, or undergoes any reorganisation;

(iii) the Enterprise winds up or halts it activities;

(iv) all or part of the Enterprise’s assets are attached.

On termination, all Crodeon’s claims against the Customer become due immediately and by operation of law, and the Customer must pay Crodeon fixed compensation of 60% of the contract price, without prejudice to Crodeon’s right to more compensation if it can prove its actual damage is higher. Amounts that Crodeon has invoiced before the termination remain payable in full.

13. Belgian law governs these general conditions and the contracts to which they apply. The Convention of 11 April 1980 on the law applicable to the international sale of goods is excluded. If a dispute occurs, only the courts of the judicial district of Ghent, Ghent division, or the courts of the defendant’s place of residence or registered office, at the claimant’s discretion, have jurisdiction.

14. The invalidity or unenforceability of one or more provisions, or parts of provisions, of these general conditions does not affect the validity and enforceability of the remaining provisions. Where applicable, Crodeon and the Customer confirm that the court is authorised to moderate a particular provision to the maximum extent permitted within the relevant statutory limits.

15. If Crodeon processes personal data, this will be done in accordance with the privacy policy, which the Customer can receive a copy of by making a simple written request, and in accordance with the General Data Protection Regulation and other applicable regulations.

16. If there is any uncertainty about the interpretation of these conditions, the Dutch text always prevails.

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