1. General
1. In these General Terms and Conditions, the following definitions shall apply:
(a) CNR Records: CNR Records, limited liability company, Matenstraat 214, 2845 Niel, RPR Antwerp, Antwerp Division, 0424.966.797;
(b) Client: the party giving CNR Records an Order;
(c) Assignment(s) or Agreement(s): assignment(s) or agreement(s) of assignment(s), whereby CNR Records undertakes to Client to perform Work; and
d) Work: all work to be performed by CNR Records for Client on behalf of the Assignment, including deliveries of, inter alia, goods and/or services.
2. All Assignments shall be accepted and executed exclusively by CNR Records.
2. Applicability
1. The Client declares to have read and accepted these General Terms and Conditions. These General Terms and Conditions replace all previous versions. Barring proof to the contrary, the confirmation of your order or in the absence of protest, the acceptance of these General Terms and Conditions follows.
2. These General Terms and Conditions shall apply to all legal relationships between CNR Records and the Client, however named, in which CNR Records undertakes/will undertake to perform Work for the Client.
3. Deviations from these General Terms and Conditions shall only be valid if expressly agreed upon in writing. The applicability of general or specific terms and conditions of the Client is expressly not accepted by CNR Records.
3. Conclusion and duration of the Agreement.
1. The Agreement comes into effect at the moment the Client confirms the Assignment (orally, in writing, electronically or tacitly) or at the moment the Work begins.
2. The Agreement replaces, and supersedes, all previous proposals, correspondence, agreements or other communications, whether written, oral or electronic.
4. Execution of the Assignment
1. CNR Records shall make every effort to execute the Assignment with due care and expertise. With regard to the intended Assignment, this shall be an obligation of means.
2. If the Client desires to involve third parties in the performance of the Order, he shall only be able to do so after having reached agreement thereon with CNR Records.
5. Delivery and visible defects
1. Delivery times are approximate only and are stated purely for indicative purposes. Any delay in delivery cannot give rise to compensation or dissolution of the agreement. CNR Records will not accept any cancellation or modification thereof, except by prior written agreement.
2. Upon delivery, the Client must sign a delivery slip for receipt on which any visible defects must be stated. Complaints about visible defects not mentioned on the delivery note will not be accepted.
3. For goods packaged in such a way that visible defects cannot be immediately detected, the Client must inspect the delivered goods as soon as possible after taking delivery and report any visible defects to CNR Records by registered letter at the latest within the two (2) working days following this date, on pain of forfeiture. Putting the goods into use and/or reselling them implies their approval and acceptance.
4. After the expiration of this period, the goods delivered are presumed to have been found good by the Client and consequently no complaint will be considered.
6. Hidden defects
Complaints regarding hidden defects, in order to be valid, must be made in writing and by registered mail within three months of delivery and in no case later than eight days after identification of the hidden defect.
After the expiration of this period(s), the delivered goods are presumed to have been found good by the Client and consequently no complaint will be considered.
7. Price
The prices of our products are listed in euros, all taxes included (VAT+ all other possible taxes), but excluding processing and shipping costs.
8. Payment
1. Unless otherwise stated, all our invoices are payable in Euros at the registered office of CNR Records on the specified due date. The products remain the property of CNR Records until full payment of the price.
2. In case of non-payment or incomplete payment of the invoice no later than the due date, all sums due shall, ipso jure and without any prior notice of default, bear interest on arrears at the interest rate established under the Law of August 2, 2002 on late payment in commercial transactions, starting from the beginning of the month in which the invoice becomes due.
In addition to the negligence interest, in the event of late payment, the Client shall owe liquidated damages of 40 euros.
In addition to this lump sum, CNR Records shall be entitled to reasonable compensation for all other recovery costs in excess of this lump sum and incurred as a result of late payment, including court costs in accordance with the provisions of the Judicial Code.
3. As long as the Client has not paid the total amount of the invoice, including any negligence interest, CNR Records remains the owner of the goods it has delivered.
4. In case of a jointly given Assignment, all Clients are jointly and severally liable for payment of the full invoice amount.
9. Protests
1. Protests concerning the invoice must be brought to the attention of CNR Records in writing immediately, but at the latest within 8 days from the invoice date. After the expiration of this period, the invoice shall be deemed approved by the Client and, consequently, no further complaints shall be considered.
2. Protests as referred to in the first paragraph do not suspend the Client's payment obligation. Under no circumstances shall the Client be entitled, on the basis of a protest relating to a particular Engagement, to defer or refuse payment of another Engagement performed to which the protest does not relate.
3. In the event of a justified protest, CNR Records shall have the choice between adjusting the price charged, CNR Records correcting or redoing the rejected Assignment free of charge, or not (or no longer) performing the Assignment in whole or in part against a refund in proportion to the Price already paid by the Client.
10. Cancellation of the Assignment
In the event of cancellation of an Order or breach of contract by the Client, liquidated damages in the amount of 30% of the value of the cancelled order or broken contract shall be payable, without prejudice to the right to claim full compensation for damages that would exceed this liquidated estimate.
11. Liability
1. CNR Records shall perform its Assignment to the best of its ability, exercising the care that may be expected of CNR Records. CNR Records shall only be liable if the Client proves that the Client has suffered damage due to a gross or intentional error on the part of CNR Records.
2. CNR Records shall only be liable insofar as a gross or intentional error is committed by it. Insofar as CNR Records depends on the cooperation, services and deliveries of third parties in the execution of the Assignment or activities, it can in no way be held liable for any damage whatsoever resulting from their fault, including gross fault and intentional fault. CNR Records shall therefore not be liable for ordinary or slight fault.
3. The Client agrees not to bring any liability claim arising out of or related to the Agreement, whether contractual, extra-contractual or on any other ground, against any of the shareholders, directors, employees, agents of CNR Records. The foregoing exclusion shall not apply to any liability, which cannot be excluded under Belgian law.
12. Personal data
1. Personal data will be processed in accordance with the privacy policy. The privacy policy can be consulted on the CNR Records website: http://www.cnrrecords.be
2. The Client is responsible for consulting the privacy policy referred to in 1. above.
3. CNR Records shall be entitled - within the framework of advertising and reference purposes - to use the name of the Client, to indicate the type of work it has performed for the Client and to mention details that have already been made generally known through the media.
13. Waiver of right
Failure to directly enforce any right or power of CNR Records shall not affect or limit CNR Records' rights and powers under this Agreement. Waiver of right of any term or condition in the Agreement will be effective only if made in writing.
14. Conversion and conflicting provisions
1. If and to the extent that on the grounds of reasonableness and fairness or the unreasonably onerous nature any provision of the Agreement cannot be invoked (in whole or in part), the relevant provision shall in any event be accorded a corresponding meaning as far as possible in terms of its content and purport, so that it can be invoked.
2. In the event these General Terms and Conditions and a written Agreement between the Client and CNR Records contain conflicting terms and conditions, the terms and conditions contained in the written Agreement shall prevail.
15. Translation
The Dutch text of these Terms and Conditions shall prevail over translations thereof.
16. Applicable law and choice of forum
1. All Agreements between the Client and CNR Records shall be governed by Belgian law.
2. Unless the parties expressly agree otherwise in writing, all disputes relating to the Agreement(s) between the Client and CNR Records shall be settled by the competent court of the place of CNR Records' registered office.