General Sales and Delivery Terms and Conditions of CQN-BXL

1. Application

The legal relationship between the private limited company CINE QUA NON - BXL, with registered office at 1050 Brussels, Louizalaan 54 (Silversquare), registered in the KBO and VAT register under number BE0674.520.479 (hereinafter referred to as 'CQN-BXL') and the Customer, is governed by these general terms and conditions, possibly supplemented by specific conditions related to the assignment (together referred to as 'the Conditions').

The Conditions are deemed accepted by the Customer through their signature, confirmation via email to sales@cqn.be, or by the absence of any objection within a reasonable period of 7 calendar days after receipt. Acceptance of the Conditions is also inferred from the normal continuation of services and deliveries by CQN-BXL.

CQN-BXL reserves the right to modify or delete the Conditions at any time without prior notice. The Conditions applicable to each order are those included in the approved quotation, excluding any older or newer provisions.

These Conditions annul and replace all written or verbal contracts, proposals, and commitments related to the same subject matter that may have preceded the agreement between the parties. They take precedence over the Customer’s general and/or other terms and conditions, even if those specify exclusivity. Deviations from the Conditions are only possible with prior written consent from CQN-BXL.

If any provision of these Conditions is deemed invalid for any reason, the remaining provisions remain fully applicable. Failure to enforce a right or apply a sanction by CQN-BXL does not constitute a waiver of such right.

The Customer is solely responsible for the accuracy of all data provided. CQN-BXL bears no responsibility for incorrect or incomplete information or data provided by the Customer.

2. Formation of the Agreement

Commercial documents and offers do not create obligations for CQN-BXL. All quotations from CQN-BXL are non-binding regarding price, content, delivery, and potential manufacturing time and expire after 30 days. The quotation is based on the information available to CQN-BXL at that time from the potential customer.

The agreement is concluded upon confirmation of the order by CQN-BXL (email with the signed quotation). CQN-BXL reserves the right to cancel an order or refuse confirmation if the product is no longer in stock or if its manufacturing is not feasible for any reason. The Customer will be informed as soon as possible and has the option to cancel any other simultaneously ordered products without additional charges.

3. Prices

Applicable prices are those in effect at the time of the agreement between CQN-BXL and the Customer, exclusive of VAT and other government-imposed levies, which are the Customer's responsibility.

Shipping and delivery costs are borne by the Customer and are calculated separately in addition to the price of the goods, as stated in the order confirmation. These costs may vary per day, country, and order. Free pickup from CQN-BXL’s warehouse at 1800 Vilvoorde, Willem Elsschotstraat 15/3, is possible if explicitly requested by the Customer at the time of ordering and after notification from CQN-BXL that the order is ready.

4. Invoicing - Retention of Ownership

The Customer will receive an invoice for the agreed amount, payable in full upon receipt. No shipment or, for custom-made goods, commencement of manufacturing will take place without prior receipt of payment. If payment is not received within 10 calendar days after it was sent, the agreement is immediately terminated. In any case, the Customer is liable for all amounts related to services performed and expenses incurred by CQN-BXL.

By exception (explicitly and in writing), if payment after shipping and/or manufacturing is allowed, the invoice must be paid within 7 calendar days from the invoice date. Late payments result in automatic, interest-bearing penalties of 1% per month and a fixed indemnity of 12% of the outstanding amount, with a minimum of 150 EUR. Delivered goods remain the exclusive property of CQN-BXL until full payment (principal amount, any costs, and interest) for the ordered goods has been made by the Customer. Until then, the Customer is not entitled to dispose of the goods. Non-payment of any invoice by its due date will result in the immediate enforceability of all other outstanding invoices from the same debtor. In case CQN-BXL has explicitly allowed instalments in writing, the total sum still due without further notice or proof of default shall be claimable as soon as one instalment period has not been respected as planned. In case of non-payment, all amounts due will be demanded by legal means.

Any protest regarding an invoice must be made within 7 calendar days of the invoice date via registered mail to CQN-BXL.

5. Delivery

Ordered goods are delivered in Belgium or abroad to the address provided by the Customer at the time of order placement. CQN-BXL does not deliver to P.O. boxes. Delivery is carried out by CQN-BXL’s own transport or an external transport company of CQN-BXL’s choice.

Upon receipt, the Customer, their representative, or a designated third party (not the carrier) must immediately verify that the goods conform to the order and check for visible damage or quality defects. Any issues must be noted on the delivery receipt; otherwise, the goods are irrevocably accepted as compliant and free of defects.

CQN-BXL aims for the shortest possible delivery or manufacturing time. However, the expected delivery date provided in the order confirmation does not constitute a binding commitment but rather an obligation to make an effort.

6. Transfer of Risk

Notwithstanding any retention of title, the transfer of risk for the goods takes place at the moment of the conclusion of the agreement in the case of standard, uninsured shipping. From that moment, the Customer bears the risk.

If the Customer explicitly chooses insured shipping when placing the order, the risk of loss or damage transfers to the Customer as soon as they, their representative, or a designated third party (who is not the carrier) physically takes possession of the goods.

However, if the carrier was chosen or appointed by the Customer to transport the goods and this choice was not offered by CQN-BXL, the risk is transferred to the Customer upon handover to the carrier.

CQN-BXL can under no circumstances be held responsible for a delivery that arrives later than expected or for a package that is lost due to third parties, unforeseen circumstances, or force majeure. CQN-BXL is also not liable for delays or failure of delivery caused by the carrier.

If an order is not delivered within the expected timeframe, an investigation will be conducted with the carrier, which may take some time. During this period, no refunds or replacement shipments can be processed.

7. Force Majeure

The parties cannot be held liable for delays or failures in the execution of the Agreement if these delays or failures result from facts or circumstances beyond the control of either party, which are unforeseeable and unavoidable (force majeure). Examples include (but are not limited to) illness or unavailability of the relevant executing persons, illness, accident, or death of a close relative, exceptional weather conditions, distribution blockages, or the unavailability of certain products.

8. Right of Withdrawal

If the Customer is a consumer under Book VI of the Belgian Economic Law Code, they have the right to withdraw from the agreement within 14 calendar days following the signing of the delivery receipt, without justification, by sending a written notice via registered mail to CQN-BXL. The returned goods must be in their original condition and packaging, with return costs borne by the Customer. This right applies only to resalable goods, not to custom-made items.

9. Warranties and Liability

Complaints or objections regarding delivered and/or manufactured goods must be submitted by registered letter within 7 calendar days after delivery, execution, or discovery of a defect. Otherwise, they will be considered late and non-existent.

Notwithstanding the above, CQN-BXL is liable to the consumer-customer for hidden defects that appear within 2 years of delivery. The consumer-customer must inform CQN-BXL of the lack of conformity (by registered letter) within 2 months from the day the defect was discovered. The consumer's legal claim expires one year after the defect has been identified, but this period cannot end before the two-year term from the delivery date has elapsed.

Except for the explicit commitments undertaken by CQN-BXL under the agreement, its liability is limited to what is mandatorily imposed by law.

The customer guarantees that all essential information has been provided for the proper execution of the order or custom manufacturing. CQN-BXL is not liable for damages caused by incomplete or incorrect information provided by the customer.

CQN-BXL is also not liable for damages resulting from the customer's failure to comply with the agreement, nor for damages caused directly or indirectly by the actions of the customer or a third party (such as, but not limited to, maintenance, modification, or repair performed by anyone other than CQN-BXL; installation/use in a manner not prescribed or not generally accepted in the industry; failure to carry out repairs/adjustments recommended by CQN-BXL to prevent further damage), regardless of whether they result from an error or negligence.

CQN-BXL cannot be held liable for any error made by its appointees, except in cases of fraud.

Regardless of the cause, nature, or subject of the liability claim, CQN-BXL shall never be liable for indirect or consequential damages. If CQN-BXL is found liable, it shall only be required to remedy the defects or refund the price of the goods.

10. Privacy

In accordance with the General Data Protection Regulation (GDPR), CQN-BXL collects and processes the personal data of the customer (and, where applicable, their environment) for customer management purposes, including administration, order tracking, invoicing, solvency monitoring, profiling, and sending marketing and personalized advertising. The processing is based on Article 6.1. b) of the GDPR.

If necessary to achieve the stated objectives, the customer's personal data may be shared with companies within the European Economic Area that are directly or indirectly affiliated with CQN-BXL. CQN-BXL guarantees that these recipients will take the necessary technical and organizational measures to protect the personal data.

Personal data processed for customer management will be retained for the period necessary to meet legal requirements (e.g., accounting obligations). The customer has the right to access their personal data at any time and can request corrections if the data is incorrect or incomplete, request its deletion, or restrict its processing.

Additionally, the customer has the right to receive a copy of their data (in a structured, commonly used, and machine-readable format) and to have it transferred to another company. To exercise these rights, the customer must send a written, dated, and signed request to CQN-BXL, accompanied by proof of identity (a copy of an identity card). All personal data will be treated confidentially and will never be disclosed to third parties.

11. Applicable Law and Jurisdiction

These general conditions and the overall legal relationship between parties shall be governed by Belgian law, including the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any possible disputes arising from or related to the legal relationship between CQN-BXL and the Client shall be settled exclusively by the courts of the judicial arrondissement of Brussels (Dutch-speaking).