General terms and conditions of sale - ADDENDDA

1. General Provisions

These General Terms and Conditions of Sale, which may be revised at any time, apply to all orders placed with the Company crahayjamaigne architectes SRL, having its registered office at 1, Rue du Rond-Thier 5A, 4960 Malmedy, registered with the ECB under no. 0480.053.790, directly or through the intermediary of its representatives and agents, hereinafter referred to as ‘ADDENDDA’.

Any order accepted by ADDENDDA, as well as any contract concluded with it, necessarily implies, as an essential condition, the unconditional acceptance of these general conditions, which supplement any specific conditions that may be contained in our offers, order forms, and contracts.

In the event of a conflict between the Client's general conditions and those of ADDENDDA, it is agreed that the latter shall prevail.

The application of these general conditions constitutes a determining condition for ADDENDDA's consent unless expressly and in writing waived.

2. Order

Any order placed with ADDENDDA only binds it after written confirmation from its side. Any offer made by ADDENDDA is made without any commitment on its part.

Modifications made by the Client to their order or the offer will only be valid if ADDENDDA has expressly accepted and confirmed them in writing.

In the event of unilateral cancellation of an order by the Client, ADDENDDA reserves the right to demand compensation equal to 30% of the total amount of the order, with a minimum of €125.00, without prejudice to its right to claim a higher actual loss in court.

3. Deadlines

Any deadlines set for services or deliveries are given, unless otherwise stated, as an indication.

If a deadline is imperative, it must be clearly specified as such on the order form, in which case ADDENDDA will reconfirm whether or not it can honour the Customer's request.

The following circumstances release ADDENDDA from these imperative deadlines:

cases of force majeure, as referred to in Article 9 of these terms;

if payment terms are not respected, without the need for formal notice;

if changes are decided by the Client during delivery;

if the Client does not provide the desired information within the possibly specified time frame.

4. Prices and Payment

The Client is obliged to pay ADDENDDA the price defined in the offer or upon ordering or, failing that, in the invoice issued by ADDENDDA.

Prices are given in euros and exclude all charges, which are payable by the Customer.

Invoices are payable in full at ADDENDDA's registered office.

After this period, any unpaid invoice will automatically and without formal notice, incur a conventional interest rate of 12% per year, with a minimum rate in accordance with Article 5 of the law of August 2, 2002, on late payments in commercial transactions.

Any invoice unpaid at maturity will also be automatically and without formal notice, increased by a fixed and irreducible indemnity of 10% of the unpaid amount, with a minimum of €50.00 per invoice.

Any dispute regarding an invoice must be received by ADDENDDA in writing within eight days of its sending. Otherwise, the invoice will be presumed accepted by the Client.

The introduction of a complaint does not give the right to defer payment for goods delivered intact.

5. Warranty and Acceptance of Goods

It is the Client's responsibility to ensure that the Goods comply with their standards or specifications.

By signing the delivery slip without remarks, the buyer accepts the conformity (quantity – quality) of the delivered goods and waives the right to invoke any apparent defects.

ADDENDDA guarantees the products it delivers against hidden defects, provided they are invoked promptly.

The warranty can only be enforced if the defect significantly renders the goods unfit for their usual purpose or a specifically mentioned special use in any specific sales conditions.

To invoke the benefit of the warranty, the Client must notify ADDENDDA of any claim regarding potential hidden defects by registered letter within 8 days of discovering these defects.

The warranty is limited to the replacement of defective goods. ADDENDDA may refund the Client if it is unable to replace the delivered goods.

The Buyer’s claims do not release the Buyer from their payment obligation to ADDENDDA.

The Client acting for non-professional purposes is entitled to the legal rights under the law of September 1, 2004, concerning consumer protection in the sale of consumer goods. This commercial warranty applies without prejudice to these rights.

In accordance with Article 1649 quater § 2 of the Civil Code, the consumer is required to inform ADDENDDA of any lack of conformity within two months from the day the consumer noticed the defect.

6. Right of Withdrawal and Return of Goods

The Client acting for professional purposes has no right of withdrawal.

The Client acting for private purposes and placing an order remotely has the right to withdraw without reason within fourteen days and without charge.

The withdrawal period expires fourteen days after the day the Client or a third party designated by them physically takes possession of the goods or the last good in case of partial delivery.

To exercise the right of withdrawal, the Client must notify their decision to withdraw from this contract by means of a clear declaration sent to the registered office address by registered mail or by email to the following address: info@addendda.com.

If the Client exercises their right of withdrawal, ADDENDDA will promptly send an acknowledgment of receipt of their corresponding declaration (for example, by email).

In the case of a valid withdrawal, ADDENDDA will refund all payments received from the Client, including delivery costs (except for any additional costs resulting from a non-standard delivery option) without delay and no later than fourteen days from the day ADDENDDA received the withdrawal declaration.

ADDENDDA will issue the refund using the same payment method used by the Client.

The Client, on their part, must return the goods without delay and, in any case, no later than fourteen days from the date of the communication of the withdrawal declaration.

This deadline is met if the Client ships the goods before the expiry of the deadline.

For any returned items, the Client must use the return label included with their order or one they can print online.

ADDENDDA will cover the return shipping costs if the Client uses the return label provided for returns within Belgium. In all other cases, return shipping costs are borne by the Client.

ADDENDDA reserves the right to delay the refund until the goods have been received.

This right of withdrawal is only granted to the Client on the condition that the goods are properly packaged and have not been handled beyond what is necessary to establish the nature, characteristics, and proper functioning of the goods.

ADDENDDA may refuse the Client's right of withdrawal or require the Client to bear the loss in value of the returned goods if this loss is due to handling beyond what is necessary to establish the nature, characteristics, and proper functioning of the goods.

Finally, with regard to the provision of goods made to consumer specifications or clearly personalized at the Client's request, it is stated that:

« The consumer has no right to cancel the purchase ».

7. Retention of Title Clause

The merchandise remains the property of ADDENDDA until the sale price is fully paid, including, if applicable, delivery fees or any other fees and accessories.

From the effective delivery date of the goods until the transfer of ownership, as stipulated in this Retention of Title Clause, the Client must ensure the goods are stored in a safe place at their own expense and assume all risks and responsibilities associated with them.

Consequently, as long as the Goods and associated amounts are not fully paid, the Client personally commits not to transform or dispose of the Goods by pledging them or granting similar rights or guarantees concerning them.

On the contrary, the Client agrees to constantly ensure that the Goods are clearly identified as the property of ADDENDDA and to take out corresponding insurance to cover the risks (including cases of force majeure) that may arise concerning the Goods until they are fully paid for.

In case of non-payment of a single invoice on time, all Goods in the possession of the Client that have not been fully paid for may be reclaimed by ADDENDDA at the Client’s own risk and expense.

Any resale of Goods by the Client, before the goods and associated amounts have been fully paid, automatically results in the assignment of claims and rights of the Client in favor of ADDENDDA following the said sale

In case of bankruptcy, judicial reorganization, or liquidation of the Client, the Goods or, in case of resale, their price and associated amounts, can be claimed by ADDENDDA in accordance with applicable laws and regulations.

8. Intellectual Property and Photos

ADDENDDA remains the owner and holder of all intellectual property rights relating to products supplied to the Client, including copyright and design & model rights.

The Client is prohibited from undertaking any actions that would challenge the validity of ADDENDDA’s intellectual property rights, regardless of their nature, related to its distinctive signs, Products, and brand on any medium.

ADDENDDA is entitled to a lump sum of EUR 1,000.00 per infringement without the need for a written notice, subject to ADDENDDA’s right to seek compensation for its actual damage.

Any product photos published on ADDENDDA’s website accessible via www.addendda.com, or on any other medium, are for illustrative purposes only and are not contractual. Only the technical specifications of the product (dimensions, color, etc.) are contractually binding for ADDENDDA.

9. Force Majeure

The occurrence of any event, including but not limited to production interruptions, transportation or delivery interruptions, strikes, lockouts, embargos, wars, terrorist attacks or consequences of an attack, raw material shortages, epidemics, weather conditions, and more generally, any event of a similar nature recognized by case law affecting the parties or their supplier and delaying or making it impossible to fulfill their respective obligations, suspends the performance of their obligations.

The party invoking such an event will notify the other party by registered mail within eight days with proof of its occurrence. Performance of obligations will be suspended until the notification of the end of the event to the other Party, with the understanding that neither party can claim any compensation from the other.

If the force majeure lasts more than 60 days, each party will have the right to terminate the contract by notifying the other party. ADDENDDA is released from delivering the ordered merchandise in the following case of force majeure:

ADDENDDA is exempted from delivering the ordered merchandise in the following force majeure case:

if ADDENDDA has duly ordered the merchandise but has not been supplied on time by its suppliers.

The exemption from delivery also requires that the unavailability of the merchandise is not attributable to ADDENDDA, that ADDENDDA has not expressly accepted the risk of supply, and that it has informed the Client of the unavailability of the merchandise as soon as possible.

When the above conditions are met, the order is canceled and the Client is refunded for the amounts already paid.

10. Refunds

Any refund from ADDENDDA will be made to the account used by the Client to make the payment, within a period of thirty (30) calendar days.

In the case of invoice or advance payment, the sum is transferred to the account from which the transfer was made.

If the payment was made by PayPal or credit card, the sum is refunded to the bank account linked to the payment method.

If ADDENDDA does not have the goods in stock, it will refund all payments made within the period specified above.

The potential liability for unavailable goods will be limited to payments made by the Client for the unavailable merchandise that will be refunded.

11. Responsibility

ADDENDDA is only responsible for direct and foreseeable damages of the Client that are the direct and immediate consequence of its attributable failure to comply with one or more of its obligations under the order or these general terms and conditions

Its total liability to the Client is also always limited to the total amount of the order, except in cases of repeated negligence or gross misconduct.

ADDENDDA will not assume any liability related to the use made by the Client of the delivered goods.

12. Processing of Personal Data

If the provision of services involves the processing by ADDENDDA of personal data managed by the Client, ADDENDDA will perform these processes in accordance with the Belgian law of December 8, 1992, on the protection of privacy in personal data processing and the European regulation 2016/679.

The Client clearly acknowledges the possibility of collection, recording, and use by the provider of personal data concerning them and those of their own Clients. This data collection has a purely contractual nature.

The Client is also informed that they can, at any time, request from the provider access to the communicated data, request rectification or deletion of such data, or at least obtain a limitation of the processing. They can also object to the processing if it proves unlawful or at least obtain that their data be returned to them under their right to data portability.

In case of issues following the processing of their personal data, the Client is informed that they can file a complaint with the national supervisory authority, namely the Data Protection Authority.

13. Generalities

The preceding provisions do not contain any waiver of ADDENDDA's right to claim, at its discretion, in the event of non-payment or non-compliance by the co-contractor with its contractual obligations, the termination or rescission of the agreement with damages and interest.

The fact that ADDENDDA decides, at a given time, not to enforce one of the clauses of these online General Terms of Sale or Legal Notices does not constitute a definitive waiver of these clauses.

The invalidity of one of the provisions of these general conditions does not affect the effective application of the other clauses.

Any changes to these general terms and conditions apply to new orders.

14. Jurisdiction – Applicable Law

Any dispute concerning the validity, interpretation, and/or execution of the contract concluded between ADDENDDA and the Client will be exclusively submitted to the courts of Liège, Verviers division.

The applicable law is Belgian law, excluding any other law.