Terms and Conditions

These Terms and Conditions are officially drafted in Dutch. This page is an auto generated translation provided for convenience only. It may contain inaccuracies or differences in meaning. In the event of any discrepancy, interpretation issue, or dispute, only the Dutch version shall prevail and be legally binding.

ART. 1. DEFINITIONS

NORDCREST means: BV Nordcrest Group, a legal entity with its registered office at Meersbloemstraat 20, 9890 Gavere, RPR Ghent, Ghent division, registered with the Crossroads Bank for Enterprises under number 1027.773.101. The Client is any person with whom NORDCREST is or will be in a contractual relationship. The Consumer is any Client who is a natural person and who acts for purposes falling outside his commercial, business, craft or professional activity. The Parties are NORDCREST and the Client together. The Conditions are these general terms and conditions, as amended from time to time by NORDCREST. An Agreement is the combination of the Conditions with special conditions, to which NORDCREST and the Client are party, and for the purchase of Products via the Website. The Products are the products available for purchase on the Website. The Website is the website of the relevant NORDCREST trademark on which the Products are offered.

ART. 2. THE GENERAL CONDITIONS

2.1. The Conditions apply as a framework agreement to the formation, performance and termination of all Agreements between the Parties, from the acceptance of the Conditions, and with regard to the purchase of one or more Products. They also apply in a supplementary manner to Agreements that were entered into previously. If any provision is deviated from in a special agreement (order form, work order, ...), this must be done expressly and mutually, and this does not affect the applicability of the remaining provisions. The Conditions in force at the time of ordering the Products shall apply to the Agreement between the Client and NORDCREST.

2.2. The fact that NORDCREST voluntarily does not apply or enforce a clause stipulated in its favour does not in any way constitute a waiver of rights.

2.3. The Consumer must expressly accept the Conditions. Absent clear evidence to the contrary, the Client accepts them, if not expressly, then implicitly by, amongst other things, accepting an offer or paying an invoice on which they are stated, or by not objecting to them within a reasonable but short period from receipt thereof.

2.4. The Parties choose these Conditions and agree that the general terms and conditions (in the broadest sense) of the Client shall not apply to the Agreements, unless they are expressly accepted by NORDCREST and/or they were accepted by NORDCREST prior to the Client's acceptance of these Conditions, in which case the Client's general terms and conditions shall apply to the Agreements for which NORDCREST has accepted them (strict interpretation), albeit in a subordinate and supplementary manner; in the event of conflict between provisions, these Conditions shall prevail. The Client waives its own clauses that restrict or exclude the application of these Conditions in a contrary sense. There shall therefore be no mutual cancellation of conditions.

2.5. To the extent that these conditions have also been drawn up in a language other than Dutch, the Dutch text shall in all cases be decisive in the event of discrepancies.

ART. 3. OFFER AND ACCEPTANCE

ART. 3.1. PROVIDING INFORMATION

The Client is responsible for correctly and completely informing NORDCREST of its needs. Conversely, all necessary information regarding the goods is available to the Client, who may always contact NORDCREST for additional information when making their consideration, which is why the Client is themselves responsible for their final choice.

ART. 3.2. FORMATION OF THE AGREEMENT – QUOTATIONS

3.2.1. The Client selects the desired Products and adds them to the digital shopping basket.

The ordering process is initiated by clicking the order button, after which the Client is asked to enter login details or personal information and to select a shipping and payment method.

After checking the order summary and agreeing to the general conditions, the Client accepts the offer by clicking the button designated for that purpose on the Website. The Agreement is formed at the moment the Client has accepted the offer and the general conditions.

A confirmation of the order is sent to the e-mail address entered by the Client during the ordering process.

The Agreement remains in force until all obligations have been performed.

3.2.2. General brochures, price lists, catalogues, websites and the like are purely indicative and do not bind NORDCREST. They do not constitute an offer. Quotations bind NORDCREST for a period of 10 days from the date of preparation, provided they are accepted unconditionally by the Client. This acceptance must be made expressly, by the Client signing and returning the quotation. Until such acceptance by the Client, NORDCREST may nevertheless revoke the quotation at any time. The Client must check quotations for errors and verify that the proposal corresponds to its needs and wishes. If the Client accepts the quotation subject to amendments or conditions, or only partially, or outside the aforementioned period, the quotation has lost its binding force and such acceptance constitutes an offer from the Client to NORDCREST. In the event of an offer from the Client to NORDCREST, the Agreement is formed: if NORDCREST expressly accepts the Client's offer, or if NORDCREST implicitly accepts the Client's offer by commencing performance, or if NORDCREST draws up a (new) quotation for the Client which is accepted unconditionally by the Client. A quotation covers only what is expressly stated therein, subject to availability of stock, and applies only to the one order for which it was drawn up, without being binding for other or subsequent (requests for) collaborations. It must be interpreted strictly in that regard. All necessary or additionally requested works or costs for which no price was expressly given shall be borne by the Client. Even in the case of an absolute lump sum, additional works and additional costs may be proven and charged by all legal means. All amounts are exclusive of VAT, unless otherwise stated. VAT, taxes and other levies, present or future, are always borne by the Client.

ART. 4. PRICE

ART. 4.1. GENERAL

Invoices are payable immediately, in EUR. They always constitute debts payable at the creditor's domicile. The price is paid in one instalment.

In the case of (any) recurring services, NORDCREST remains entitled to send the Client interim invoices at other times of its choice, according to the progress of the services.

NORDCREST is entitled to defer the commencement or continuation of its services until after payment, without prejudice to other rights. NORDCREST may adjust the frequency of its invoices if the volume of work performed or the amount to be charged justifies this.

ART. 4.2. NOT INCLUDED

The prices of the Products are the prices stated on the Website at the time the Client places an order.

Prices must be interpreted strictly. Delivery, installation and fitting are, unless expressly agreed otherwise, not included. Anything not expressly stated as included is not included. What is not included but is nevertheless provided shall be charged at market-conform prices (marginal assessment). VAT, other levies and charges, and changes thereto, are always borne by the Client. If the VAT rate is changed prior to invoicing of the balance, the price of the works still to be invoiced and the goods still to be delivered shall be adjusted accordingly, even if a price inclusive of VAT was agreed.

Delivery costs depend on the country to which the Products are to be sent.

Before placing an order, the total price, including all costs and taxes, will be available to the Client and will be stated in the order summary on the Website.

If a Product is incorrectly priced on the Website, NORDCREST will contact the Client in writing as soon as NORDCREST becomes aware of the incorrect price. The Client has the option to purchase the Products at the corrected price or to cancel the order in accordance with the cancellation procedure set out in these Conditions. The order will only be processed after NORDCREST has received the Client's instructions within 8 days from the moment NORDCREST notified the Client. If NORDCREST fails to contact the Client using the contact details provided by the Client during the ordering procedure, or if NORDCREST does not receive a reply from the Client within the above-mentioned period, NORDCREST shall treat the order as cancelled and notify the Client thereof in writing.

ART. 4.3. PRICE REVISION

No price revision mechanism is provided for in these general conditions. However, any price revision clause agreed between the parties in another document (e.g. in an agreement) remains applicable.

ART. 4.4. PAYMENT – LATE OR INCOMPLETE PAYMENT

4.4.1. Purchases on the Website may be made using one of the following payment methods:

Pay By Bank, Bancontact, KBC/CBC Payment Button, Belfius Direct Net, IDEAL | Wero, Credit card (VISA / Mastercard / American Express), Apple Pay, Google Pay.

If NORDCREST does not receive full payment within 15 days of receipt of the order, NORDCREST has the right to automatically cancel the order.

4.4.2. Any debt that remains wholly or partially unpaid on the due date by a Client who is not a Consumer shall, by operation of law and without prior notice of default, bear interest calculated at the statutory interest rate in accordance with the Act of 2 August 2002 plus 2%, which shall not be less than 9%, calculated from the due date until the date of payment, and shall also give rise to a fixed penalty of 10% of the principal amount outstanding on the due date, with a minimum of 100 euros per principal amount, without prejudice to the right to claim higher damages, and without prejudice to the right to reimbursement of legal costs (including the applicable procedural indemnity) and enforcement costs.

4.4.3. If the Client is a Consumer, interest shall be due at the interest rate in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions (i.e. the reference interest rate increased by 8 percentage points, as defined by Article 2 of that Act). This from the first calendar day following the day on which a first reminder is sent to the Consumer, if the creditor is an SME.

A fixed penalty shall also be due in that case as follows: €20.00 if the outstanding balance is less than or equal to €150.00; €30.00 increased by 10% of the amount owed on the bracket between €150.01 and €500.00 if the outstanding balance is between €150.01 and €500.00; €65.00 increased by 5% of the amount owed on the bracket above €500.00 with a maximum of €2,000.00 if the outstanding balance is higher than €500.00.

These interest charges are only claimable and the penalty clause is only due after a notice of default on a durable medium in the form of a first reminder in accordance with art. XIX.2 CEL and after the expiry of the grace period provided by that statutory provision, if the Consumer has not paid their debt within that period.

This concerns the costs of amicable recovery and is without prejudice to the right to reimbursement of the costs of judicial recovery, such as legal costs (including the applicable procedural indemnity) and enforcement costs.

The first notice of default is free of charge. From a second notice of default, a charge of €7.50 increased by the postage costs applicable at the time of dispatch may be charged for this.

4.4.4. Any debt that remains wholly or partially unpaid on the due date by NORDCREST shall, from notice of default, be subject to the same interest charges and penalty clause, albeit with the calculation rate reduced by two per cent (per annum, in the case of interest). This compensation is slightly lower, given that the Parties consider that NORDCREST's economic risk in the event of non-payment by the Client is often higher than vice versa. The Client accepts these compensations and method as equivalent.

4.4.5. In the event that an outstanding debt of the Client remains wholly or partially unpaid, all not yet due debts of the Client become immediately payable. Payments made after the due date shall first be applied to interest, penalties, legal costs and enforcement costs, and only thereafter to the principal amount. The interest owed by the Client is capitalised annually.

4.4.6. The Parties mutually declare that the above compensations do not create an imbalance, are not disproportionate to the disadvantage that may be suffered by the other Party, and do not exceed the loss that they could establish at the commencement of the Agreement, in the event of non-performance by the other Party.

ART. 4.5. JOINT AND SEVERAL LIABILITY

If an order is placed by multiple persons, all persons placing the order shall be jointly and severally and indivisibly liable for payment of the price, costs and fees, regardless of to whom NORDCREST has addressed its invoice. A person who places an order requesting that it be charged to third parties is also jointly and severally and indivisibly bound.

ART. 5. DELIVERY

ART. 5.1. SHIPMENT AND DELIVERY – PLACE AND ACCEPTANCE

5.1.1. NORDCREST delivers the Products as described in the product description on the Website, including the quality, characteristics, accessories and appurtenances included in the product description. The Client will not be provided with a more recent version of the Product than the version included in the product description on the Website.

The Client has the choice during the ordering process from the shipping methods offered by the Company.

If the Products are delivered to the Client's home, they will be delivered to the address provided by the Client to NORDCREST during the ordering process.

If no one is available at the Client's address at the time of delivery, the Client must follow the instructions of the delivery service responsible for delivering the order.

5.1.2. Risk passes to the Client as soon as they are able to take receipt. The Client is obliged to make delivery possible. The right to claim storage costs, amongst other things, is reserved. If delivery to a location has been agreed, the Client must ensure that the delivery location is accessible in the normal manner and that they or a representative are present to take receipt of the delivery. If this is not the case, NORDCREST has the free choice to take the delivery back at the risk and cost of the Client, or to deliver at the location or to a neighbour, at the Client's risk. Packaging is not taken back.

5.1.3. NORDCREST reserves the right to make partial deliveries of the ordered Products, for example if part of the order is delayed or unavailable. In the event of partial delivery, NORDCREST will notify the Client within 8 days.

Upon delivery/collection, the Client must inspect the packaging for any damage. If the Products are damaged, the Client must not accept the delivery and must notify NORDCREST immediately. After notification, NORDCREST will provide the Client with the necessary instructions regarding the damaged Products.

5.1.4. The Client has the right to cancel the order without giving a reason and without charge prior to dispatch of the order.

The Client may only cancel the order via the contact form on the Website or by sending an e-mail to .

After cancellation of the order, the Client will receive a confirmation of the cancellation and NORDCREST will refund the amounts already paid to the credit card or debit card used by the Client to pay.

If the Client has received a confirmation that the Product has been dispatched to the specified address, the Client can no longer cancel the order.

If it was not possible to cancel the order, the Product will be delivered and the Client may return it in accordance with the procedure described in these Conditions.

ART. 5.2. DELIVERY PERIOD

5.2.1. No specific delivery periods apply. Delivery takes place within a reasonable period.

5.2.2. Express periods are specified in working days. The following are not considered working days: Saturdays, Sundays and public holidays, annual leave days and compensatory rest days, and days on which weather conditions or their consequences make or would make work impossible for at least four hours.

5.2.3. The delivery period begins to run on the first working day following the point at which agreement has been reached on all commercial and technical details, NORDCREST is in possession of all necessary information, all necessary conditions for performance have been fulfilled, and the agreed payment has been received where applicable.

5.2.4. All cases of force majeure, or delay caused by the Client (such as changes to the order) or by third parties (incl. suppliers), extend the delivery period, without any right to compensation.

5.2.5. The periods for delivery or performance are subject to many factors, such as the involvement of third parties. The Parties agree that these periods are indicative, and are applied and respected by NORDCREST to the extent possible and reasonably. A deviation therefrom is not by definition a failure to perform and therefore does not by definition entitle the Client to claim any compensation or to unilaterally terminate the contract. The Client declares that this indicative nature, in all reasonableness, is the manner in which they too wish to agree and is in no way to be regarded as the unilateral determination or amendment of these periods by NORDCREST.

ART. 5.3. DELAY

5.3.1. If a strict delivery period is specified in the special conditions, the Client may only demand termination thereof if NORDCREST has been given notice of default to perform its obligations within a reasonable period, adapted to the circumstances, it being understood that the Client may not claim any compensation from NORDCREST if the obligation is nevertheless performed within that reasonable period.

5.3.2. If NORDCREST was also unable to deliver within that reasonable period, NORDCREST shall owe the Consumer interest as the sole form of compensation, calculated on the value of the goods or services not delivered, at the same interest rate that the Consumer owes in the event of late payment. The Parties consider this compensation payable by NORDCREST to be equivalent.

The Client who is not a Consumer must prove their loss, but any compensation is limited to the amounts that NORDCREST would owe a Consumer in the same situation. Exceeding the delivery or performance period does not release the Client from the obligation to take delivery of the goods or services.

ART. 5.4. DELIVERY COST

Delivery and assembly are not included in the price. Where NORDCREST delivers outside its registered office and/or when it assembles, this is done at market-conform time-and-materials rates, to be assessed at NORDCREST's discretion. All goods travel (including unloading) always at the expense and risk of the Client.

ART. 6. INTUITU PERSONAE

ART. 6.1. ASSIGNMENT OF AGREEMENT

NORDCREST provides its services exclusively for the benefit of the Client. Third parties may not derive any rights from the work performed and its results. The total or partial assignment or pledging, by the Client to third parties, of the Agreements with NORDCREST or the rights and/or obligations arising directly or indirectly therefrom, cannot be invoked against NORDCREST if this occurs without NORDCREST's prior written consent. Assignment of obligations shall in no case release the Client, unless this is unambiguously apparent from the aforementioned consent. The Parties agree that NORDCREST is always permitted to assign or pledge the Agreements, or the rights and/or obligations arising therefrom, to third parties. This also applies when the Client is a Consumer, except where the Client's guarantees may be diminished as a result of the assignment.

ART. 6.2. SUBCONTRACTING AND EXPERT ADVISERS

NORDCREST is always permitted to collaborate with third parties (own suppliers, subcontractors and specialists) in the total or partial performance of its obligations. The collaboration in that regard is not intuitu personae.

ART. 7. LIABILITY

ART. 7.1. BEST EFFORTS OBLIGATIONS

NORDCREST commits exclusively to best efforts obligations, even where case law or customs in similar cases may indicate otherwise, unless mandatory law expressly opposes this.

ART. 7.2. PRECAUTIONS BY THE CLIENT

NORDCREST always provides the Client with comprehensive information regarding use and storage. The Client must use and store purchased goods in accordance with the instructions given at delivery. If the Client believes they have not received adequate and sufficient instructions at delivery, they must notify NORDCREST thereof within 8 days of delivery. The Client also declares that they will themselves conduct and shall conduct research into the use and storage of the purchased goods, not least as soon as there is the slightest indication that this is useful or necessary.

ART. 7.3. EXCLUSION OF LIABILITY

NORDCREST is only liable for loss caused by its intent, its gross negligence or that of its employees (in B2C also that of its agents) or, save for force majeure, the non-performance of its essential (B2B) or principal (B2C) obligations. Its liability per loss event is limited to once the selling price of the sold item giving rise to liability charged or to be charged to the Client. In any event, this is subject to a maximum equal to the actual intervention of NORDCREST's professional liability insurer, with any excess payable by the Client. In B2C relations, always without prejudice to NORDCREST's statutory liability in the event of death or physical injury of the Consumer as a result of an act or omission of NORDCREST and without prejudice to the mandatory provisions of Arts. 1649bis to 1649octies (Old) Civil Code. If multiple loss events arise from the same fault, they shall be regarded as one loss event. NORDCREST can never be held liable for indirect loss, such as but not limited to, financial and commercial losses, loss of profit, increase in costs, disruption to planning, disruption to software, loss of expected profit, capital, clientele, etc. The 'Client' accepts that it may not hold the directors, representatives, shareholders, (self-employed) employees, staff and any other type of auxiliary person of NORDCREST, as well as their respective auxiliary persons, liable on a non-contractual basis (not directly, not jointly and severally, not in solidum with the 'Seller'). This does not apply, however, where the loss suffered is the result of an impairment of physical or psychological integrity or where the loss is the result of an act with intent to cause loss.

ART. 7.4. FORCE MAJEURE, IMPRÉVISION AND HARDSHIP

Force majeure is the situation in which the performance of the Agreement by NORDCREST is wholly or partially, whether temporarily or not, prevented by circumstances beyond NORDCREST's reasonable control. Imprévision is any change in circumstances, beyond NORDCREST's reasonable control, that seriously impedes the performance of NORDCREST's services and/or gives rise to disproportionate loss to its interests. In the case of force majeure or imprévision, no unforeseeable, non-attributable and/or unavoidable character needs to be or be proven (it being understood that NORDCREST cannot invoke force majeure or imprévision where this results from its own intent or gross negligence or that of its employees or agents, or from the non-performance of essential obligations). NORDCREST will notify the other Party of the force majeure or imprévision within a reasonable period. NORDCREST is not obliged to perform any obligation that is impeded by force majeure and/or imprévision. In the event of imprévision, NORDCREST has the right to demand of the other Parties that alternative equitable clauses remedying the imprévision be negotiated in good faith. In the event of force majeure or imprévision lasting more than three consecutive months, NORDCREST is entitled to request or itself invoke the dissolution of the Agreement without liability and without any obligation to pay compensation. Also in the event of force majeure on the part of the Client lasting more than three consecutive months, NORDCREST is entitled to request or itself invoke the dissolution of the Agreement without liability and without any obligation to pay compensation. Imprévision cannot be invoked by the Client; the Client considers this, given the higher economic risk on the part of NORDCREST, not to be manifestly inequitable.

ART. 7.5. INDEMNIFICATION

7.5.1. If the Client fails to perform one of its obligations and as a result a third party has brought or threatens to bring a claim against NORDCREST and/or its employees and staff, the Client shall indemnify and hold harmless NORDCREST and/or its employees and staff from and against all loss, damage, expenses and liability arising directly or indirectly therefrom.

7.5.2. The above-mentioned limitations of liability also apply where NORDCREST is liable towards third parties as a result of the collaboration with the Client. The Client indemnifies NORDCREST against any higher claim by such third party.

ART. 8. WARRANTY – COMPLAINTS

8.1. WARRANTY

8.1.1. Consumers are entitled to the statutory warranty.

The warranty does not cover defects arising as a result of: normal wear and tear; incorrect, careless or improper use; incorrect storage or maintenance; failure to comply with the instructions for use; or circumstances beyond NORDCREST's control, including weather conditions or damage arising during transport organised by the Client and/or third parties.

8.1.2. The Consumer must inform NORDCREST by e-mail (with acknowledgement of receipt) or registered letter of the defect within two (2) months from the day on which the Consumer identified the defect. After that, the Consumer loses the right to invoke the warranty.

8.1.3. If a defect occurs within the warranty period referred to in Article 8.1, the Consumer must return the defective Products to NORDCREST in the original packaging, without undue delay, and in any event no later than fourteen (14) days after sending notification of the defect to NORDCREST. The Products must be sent to NORDCREST in the same manner in which the Consumer received the Products. The return label must be affixed to the packaging of the Products that the Client wishes to return.

8.1.4. All costs for returning the Products are paid by the Company, provided the Consumer uses the designated standard shipping method.

8.1.5. Following return of the defective Product, NORDCREST shall, at the Consumer's choice, repair the Product or send a new Product to the Consumer, and NORDCREST shall bear all costs related to the exchange/repair of the Product. The Product can only be replaced and delivered insofar as it is still available/in stock with NORDCREST's suppliers. If the defect is serious or the repair or replacement is insufficient, not possible, not carried out within a reasonable period or would cause serious inconvenience to the Consumer, NORDCREST shall grant an appropriate price reduction or, if the defect is not minor, permit termination of the Agreement. Refunds will be made in accordance with Article 12.2.6.

8.1.6. NORDCREST is not liable for any defects in the Products of which the Client was aware at the time of purchase.

8.1.7. NORDCREST gives no warranty that the Products are suitable for the specific purposes for which the Client wishes to use them.

8.1.8. NORDCREST offers no additional warranties for the Products with regard to quality, performance or other characteristics, durability, functionality, compatibility, accessibility, continuity, security/safety, updates, accessories and appurtenances, that were not included in the product description on the Website.

8.1.9. For some Products, the statutory warranty period for consumers is supplemented by a manufacturer's warranty. For details of the applicable conditions, we refer to the manufacturer's warranty provided with the Products.

8.2. COMPLAINTS PROCEDURE

8.2.1. If the Client has complaints, they may contact NORDCREST via the contact form on the Website or by e-mail at .

8.2.2. Complaints must be submitted to NORDCREST fully and clearly described in the manner indicated above, within a reasonable time after the Client has identified the defects. Submitted complaints will be answered within a period of 15 days calculated from the date of receipt, unless the complaint requires a longer processing time due to the size or complexity of the complaint(s) received by NORDCREST.

8.2.3. Consumers may contact the following entity to resolve the dispute out of court:

8.2.4. Consumers may also submit their complaint to the online dispute resolution platform made available by the European Union at http://ec.europa.eu/odr.

8.2.5. Without prejudice to Article 8.1, the Client must submit complaints within the following periods, failing which the delivery and/or invoicing shall be deemed accepted: (1) general complaint or visible defect: within eight days of the delivery and/or service, (2) hidden defect: within eight days of the discovery of the defect if the Client demonstrates that they could not reasonably have discovered the defect earlier, (3) invoicing: within fourteen days of dispatch of the invoice.

In order to be admissible, legal actions by the Client must be initiated within a short and reasonable period after submitting an admissible complaint, with a maximum of one year from (1) the delivery and/or service in the case of a visible defect, (2) the discovery in the case of a hidden defect, (3) dispatch of the invoice in the case of a disputed invoice. This is without prejudice to shorter statutory periods.

Having regard to, amongst other things, the nature of the deliveries and the sector, the Parties accept these periods as reasonable.

ART. 9. EXCEPTION OF NON-PERFORMANCE

In the event that the Client fails to fulfil one or more of its obligations towards NORDCREST in a timely and correct manner, notwithstanding NORDCREST's compliance with its due obligations, NORDCREST may wholly or partially suspend performance of its further obligations towards the Client, until the Client has fulfilled all its obligations. The Parties agree that this right also applies to obligations arising from other agreements (cross-file). All costs and charges arising from such a suspension (e.g.: standstill and storage costs) shall be borne by the Client and must be settled immediately. The Client waives any compensation in the event NORDCREST made an error of interpretation in this regard, save for wilful or gross misconduct. For the purposes of this article, Client means: the Client and its affiliated companies, and NORDCREST means: NORDCREST and its affiliated companies. NORDCREST is not required to first suspend its obligations before invoking the termination of the Agreement.

ART. 10. RIGHT OF RETENTION

NORDCREST reserves the right to refuse to release goods entrusted to it or transported or handled by it, until full payment of all amounts due to NORDCREST, even if those amounts do not need to be directly related to the goods retained. Storage costs may be charged. As soon as the right of retention is invoked, the risk (insofar as it was with NORDCREST) passes back to the Client. As regards the Consumer, this right of retention does not apply where the Consumer's refusal to pay is based on an established non-performance or defective performance by NORDCREST.

ART. 11. RETENTION OF TITLE

Goods remain the property of NORDCREST until full payment of the principal amount by the Client. All risks are, however, borne by the Client from delivery. NORDCREST is permitted to recover unpaid goods on the due date without prior consent of the Client. The Client grants NORDCREST the right to enter their premises or home for this purpose.

ART. 12. DURATION AND TERMINATION OF THE AGREEMENT

ART. 12.1. GENERAL

The special conditions of the Agreement determine whether, and to what extent, agreed services are provided on a one-off basis or for a fixed or indefinite duration. If nothing is agreed, the services are provided on a one-off basis.

If the special conditions provide that the Agreement is of indefinite duration, the Agreement may be terminated in accordance with the provisions of the special conditions; failing that, it may always be terminated subject to compliance with a reasonable notice period. NORDCREST is entitled during the notice period to invoice at least a fee that is pro rata equal to what was invoiced during the twelve months prior to the notice, if the actual services were to be lower.

If the special conditions provide that the Agreement is of fixed duration, the Agreement may not be terminated early, unless otherwise provided in the special conditions. The Parties declare in the special conditions that they have paid or are paying attention to agreeing a fixed duration that does not result in an 'abnormally long period of commitment' or a manifest imbalance in obligations. Only if an abnormally long period of commitment were to arise, resulting in a manifest imbalance, may an Agreement of fixed duration be terminated early, but a reasonable notice period must always be observed.

ART. 12.2. RIGHT OF WITHDRAWAL AND REFUND – DISSOLUTION

12.2.1. The Consumer has a statutory right to withdraw from the Agreement without any reason during the period specified in Article 12.2.2 below. This means that during that period the Consumer may decide to dissolve the purchase agreement with respect to one or more purchased Products. The Consumer must notify NORDCREST in a timely manner of their decision to withdraw from the Agreement and to receive a refund.

12.2.2. The Consumer has fourteen (14) days to withdraw from the Agreement. The starting point of the period for exercising the right of withdrawal is determined as follows:

• If the delivery is a single Product, the period begins the day after the Consumer receives the Product.
• If the delivery concerns multiple Products delivered on separate days, the period begins the day after the Consumer has received the last ordered Product.
• If the delivery concerns a Product over a specific period, the period begins the day after the Consumer received the first delivery of the Products.

If NORDCREST has not provided the Consumer with the legally required information regarding the Consumer's right of withdrawal, the Consumer will have twelve (12) months to withdraw from the Agreement from the day after the end of the aforementioned initial period of fourteen (14) days. If the Company has provided the Consumer with the legally required information regarding the Consumer's right of withdrawal within the aforementioned period of twelve (12) months, the Consumer has fourteen (14) days to withdraw from the Agreement from the day after the Consumer received the information from NORDCREST.

12.2.3. The Consumer may only withdraw from the Agreement if the Products:

• Have not been worn, washed or otherwise used;
• Are complete, and
• Still have their original labels attached.

The Consumer may not exercise the right of withdrawal with respect to:

• service agreements that do not involve a payment obligation, once these have been fully performed;
• service agreements that do involve a payment obligation for the Client, if performance has begun with the Client's prior express consent and with the acknowledgement that they will lose their right of withdrawal once the Agreement has been fully performed by NORDCREST;
• the supply of goods or services whose price depends on fluctuations in the financial market over which the company has no control and which may occur within the withdrawal period;
• the supply of goods made to the Client's specifications or clearly intended for a specific person;
• the supply of goods that are liable to deteriorate or expire rapidly;
• the supply of sealed goods that cannot be returned for reasons of health protection or hygiene and that have been unsealed after delivery;
• the supply of goods that, after delivery, are, by their nature, irrevocably mixed with other products;
• agreements where the Client has specifically requested the Company to visit them for the purpose of carrying out urgent repairs or maintenance. Where the Company, during such a visit, provides additional services that the Client did not explicitly request, or goods other than spare parts necessarily used to carry out the maintenance or repairs, the right of withdrawal applies to those additional services or goods.

12.2.4. If the Consumer decides to withdraw from the Agreement, the Consumer must notify NORDCREST thereof by completing the model form available on the Website or by sending an e-mail to NORDCREST stating unambiguously that they wish to withdraw from the Agreement.

12.2.5. The Client must return the Products to NORDCREST in the original packaging, without undue delay and in any event no later than fourteen (14) days after sending the notice of withdrawal to NORDCREST.

Returned products may only have been unpacked or used by the Client to the extent necessary to establish the nature, characteristics and functioning of the product as the Client would be permitted to do so in a shop. The Client is liable for any diminution in value resulting from further unpacking or use of the Product.

The Products must be sent to NORDCREST in the same manner in which the Client received the Products.

The return label must be affixed to the packaging of the Products that the Client wishes to return.

All reasonable costs for returning the Products are paid by the Client.

12.2.6. In the event of withdrawal:

• NORDCREST shall refund the amounts already paid by the Consumer for the Products within a reasonable period after receipt of the Products. NORDCREST may, however, reduce the refund to account for any diminution in value of the Products, if this was caused by the Client having handled them in a manner that would not be permitted in a shop.
• NORDCREST shall refund the Consumer to the credit card or debit card used by the Consumer to pay.
• NORDCREST has the right to refund the Consumer with vouchers if the Consumer used vouchers to pay for the Products.

12.2.7. Unilateral termination by the Client, without compliance with notice periods or force majeure, gives rise to a claim for compensation of 25% of the price of the services not yet delivered.

In the event of unilateral termination by the Client with regard to recurring services, a termination fee is due equal to the fee that would have been invoiced for the remainder of the fixed duration, or, if the recurring services were provided for an indefinite duration, the fee that would have been invoiced during a notice period, all of this calculated pro rata on the basis of the price of the services invoiced in the twelve months prior to the termination. If the Agreement had not yet commenced, the termination fee for those services amounts to €250.

These fees are assessed on a lump-sum basis but subject to NORDCREST providing evidence of higher loss. The Parties declare, having regard to their special conditions, the specific nature of the sector, the services and NORDCREST's planning, that they consider these rates and stipulations sufficiently proportionate, in general, but also more specifically to the disadvantage that NORDCREST may suffer.

12.2.8. Where termination is effected by NORDCREST, the Client shall be entitled to compensation, assessed on a lump-sum basis as follows: If NORDCREST is primarily a recipient of services: the same compensation as in the event of termination by the Client. If NORDCREST is primarily a provider of services: 70% of the compensation payable upon termination by the Client. The Client acknowledges this purely lump-sum compensation as reasonable and as equivalent, including where it may be slightly lower than the compensation payable upon termination by the Client. The Client often has fewer indirect costs associated with this collaboration, amongst other things.

12.2.9. In the event of termination of part of the Agreement, the other Party has the choice to either apply the compensation pro rata, or to decide on full termination where partial performance is not reasonably possible, useful or viable.

ART. 12.3. IMMEDIATE TERMINATION

NORDCREST may immediately terminate the Agreement in the event of the Client's failure to perform its obligations and/or if continuation of the professional collaboration becomes impossible. The Parties also include the following within the scope of this: WCO proceedings, dissolution proceedings, manifest insolvency or bankruptcy of the Client. Such termination shall be regarded as termination by the Client and the rules governing this shall apply.

ART. 13. SET-OFF / NETTING

NORDCREST has the right to set off claims against the Client against any claims of the Client against NORDCREST, including after concurrence of rights or after assignment and pledging of claims in accordance with Article 14 of the Act of 15 December on financial collateral. Conversely, the Client is not permitted to set off its claims against NORDCREST against any claims of NORDCREST, unless the Client is a Consumer.

ART. 14. LIMITATION AND EXPIRY

All claims of the Client against NORDCREST must be brought before the courts without delay, and in any event within six months from the moment at which the Client discovered or ought reasonably to have discovered the fact giving rise to the claim, unless the law provides for shorter or the Agreement provides for other periods. This on pain of forfeiture and without prejudice to longer periods from other applicable legal sources.

ART. 15. PRIVACY AND GDPR

The Client gives express consent to NORDCREST to process all data necessary for the assignment, including special categories of personal data (Arts. 8 and 9 GDPR), in the context of the collaboration for one or more purposes. For further details, NORDCREST refers to its privacy policy.

ART. 16. INTELLECTUAL PROPERTY

16.1. All intellectual property rights and derived rights directly or indirectly connected to the sold goods remain vested in NORDCREST or in the entitled third party. Each concept, creation, working method, preliminary design, design, drawing, plan, specification, … remains the property of NORDCREST. NORDCREST thus retains all intellectual property rights, including but not limited to copyright, trademark rights, design rights, database rights, and all derived rights, both directly and indirectly connected to its services and the results thereof.

16.2. The Client acquires only a non-exclusive, non-transferable right of use of the tangible result of the services, and only after full payment of the agreed fees (hourly rates, costs, etc.). This right of use is limited to the purpose for which the assignment was given.

16.3. A transfer of intellectual property rights can only take place on the basis of an express, written agreement signed by both parties. A transfer cannot be inferred from the fact that: the creative process formed part of the assignment; a separate fee was provided for creation; or the final product was transferred to the Client. The Client gives NORDCREST permission to take photographs of its Products, even where these were developed to the Client's specifications, and to use these for, amongst other things, advertising purposes.

16.4. NORDCREST retains the right to freely use, develop and share the knowledge, experience, methodologies and insights acquired during the performance of the assignment, unless this is expressly prohibited by law or by mandatory deontological rules applicable to it.

16.5. Unless expressly agreed otherwise in an exclusivity agreement, NORDCREST retains the right to reuse its intellectual and/or creative work wholly or partially in other assignments or contexts.

16.6. The Client is not permitted to copy or reproduce, distribute or publish, adapt or modify, or in any other way use outside the scope of the agreed assignment, without prior written consent, the (intellectual) services developed or provided by NORDCREST, regardless of the form (written, digital, visual, oral, etc.).

16.7. The Client is expressly prohibited from: wholly or partially copying, imitating or reusing concepts, formats, names, visuals or other creations of NORDCREST; creating or using any derivative of NORDCREST's work; or in any way plagiarising the work, style, name or methodology of NORDCREST.

16.8. Infringements of these provisions entitle NORDCREST to: demand immediate cessation of use; claim compensation; and, if necessary, take legal action.

The compensation is assessed on a lump-sum basis at €25,000.00, whereby NORDCREST has the right to claim higher compensation.

ART. 17. SEVERABILITY, MODERATION AND NULLITY

If it should appear that a provision of the Conditions or an Agreement is wholly or partially invalid, void or excessive in law, the Parties agree that this provision shall automatically be reduced, and/or that the Parties or the court (of its own motion or upon request) shall reduce this provision, to that which is legally permitted to the maximum extent and/or shall replace the invalid, void or excessive provision as if it had always stood in the moderated and/or valid version, a valid version that most closely reflects the actual and original intention of the Parties. These provisions therefore remain binding to the maximum extent legally permitted. If it is ultimately necessary to conclude that a clause is null and void and it proves impossible even for the court to provide a replacement valid clause, this shall not result in the nullity of the remaining provisions (except where the entire article, or the entire agreement, cannot continue to exist without that clause).

ART. 18. JURISDICTION AND CHOICE OF LAW

Belgian law exclusively applies to all legal relationships between the Parties. The application of the Vienna Convention on the International Sale of Goods (CISG) is expressly excluded. Disputes relating to these legal relationships fall within the exclusive jurisdiction of the Belgian courts of the judicial district in which NORDCREST has its registered office, unless NORDCREST prefers to bring the dispute before another court in Belgium. If the Client is a Consumer, the courts designated by Article 624, 1°, 2° and 4°, of the Judicial Code shall have jurisdiction. The Parties choose Dutch as the language for the proceedings.

Annex 1 – Model withdrawal form