Article 1 – Applicability

  1. All contracts, offers, agreements and the execution thereof between CREATIVE COOLING GROUP BV and the customer are exclusively governed by the present general terms and conditions of sale.
  2. If special conditions are mentioned in offers and/or other written documents drawn up by CREATIVE COOLING GROUP BV, these in any case concern the order in question only and cannot be invoked with any later orders. In case of contradiction, the special conditions take precedence to the present general terms and conditions.
  3. By entering into the agreement, the customer declares to know and accept the present terms and conditions. Consequently, they are an integral part of the agreements of CREATIVE COOLING GROUP BV.
  4. The applicability of the customer’s conditions is expressly ruled out.
  5. The nullity of one or more clauses of the present general terms and conditions does not prejudice the applicability of all other clauses.

Article 2 – Offers

  1. The offers of CREATIVE COOLING GROUP BV and the prices and delivery periods mentioned therein are entirely noncommittal and by no means oblige CREATIVE COOLING GROUP BV to accept an order.
  2. Barring any stipulation to the contrary, the validity of CREATIVE COOLING GROUP BV’s offers is limited to one (1) month after the sending date.
  3. The indicated prices apply ex works and are always exclusive of VAT.
  4. All orders via an intermediary only apply if confirmed directly and in writing by CREATIVE COOLING GROUP BV to the customer.
  5. Designs, sketches, images, drawings and/or samples are only provided at the customer’s express request and remain CREATIVE COOLING GROUP BV’s property at all times. The customer is by no means allowed to reproduce these items or disclose or provide them to third parties.

Article 3 – Orders

  1. The agreement comes about if CREATIVE COOLING GROUP BV confirms the order in writing. Any changes or additions must be confirmed in writing by both parties.

  2. All orders placed with CREATIVE COOLING GROUP BV on behalf of a third party, even if they need to be invoiced to the latter, will bind the orderer, who remains obliged to pay jointly and severally with the third party, if the latter were to default.

  3. CREATIVE COOLING GROUP BV is entitled to refuse orders or attach certain conditions to the delivery, unless expressly stipulated otherwise.

  4. All product information, pricing and order information are at all times subject to changes and corrections.

  5. The implementation, in any form whatsoever, of a presented model exclusively takes place at the customer’s risk. Consequently, CREATIVE COOLING GROUP BV rejects any responsibility with regard to civil prosecution for e.g. counterfeiting or copyright infringements. The customer is considered to have acquired the rights from the owner of the model or the copyright holder.

  6. CREATIVE COOLING GROUP BV rejects any responsibility for damage to or loss of originals and items belonging to the customer and given into custody with CREATIVE COOLING GROUP BV. At the customer’s express written request and expense, CREATIVE COOLING GROUP BV may have the risk covered by an insurance policy.

  7. Drawings, templates, models, programmes, etc. that are required for the execution of orders received and that are manufactured by CREATIVE COOLING GROUP BV or at its instruction by a third party, always remain the exclusive property of CREATIVE COOLING GROUP BV.

  8. CREATIVE COOLING GROUP BV reserves the right to affix its mark, trademark or company name to any items it must deliver, as well as mention its customers’ names digitally or in writing for commercial and promotional purposes, including – but not limited to – on its website and in documents drawn up by CREATIVE COOLING GROUP BV.

  9. CREATIVE COOLING GROUP BV reserves the right to change its prices in the event of changes to factors that may influence the price, including – but not limited – exchange differences, government measures, import and export duties, insurance premiums, price increases concerning raw materials, wages, energy, taxes or other charges. The customer will be informed of such price adjustments.

Article 4 – Delivery period

  1. The indicated delivery periods are entirely noncommittal and merely indicative. CREATIVE COOLING GROUP BV is not bound by these delivery periods but will try to honour these to the best of its abilities.

  2. The delivery period agreed on will commence when CREATIVE COOLING GROUP BV possesses all the necessary details to execute the order.

  3. Any exceedance of the anticipated delivery period by no means entitles the customer to a compensation nor to the dissolution or termination of the agreement.

  4. Changes to the order automatically make the anticipated presumable delivery periods null and void.

Article 5 – Deliveries

  1. The goods are sold and delivered ex works.

  2. The customer exclusively bears all costs, risks and responsibility related to the reception and unloading of the goods, and any related actions. CREATIVE COOLING GROUP BV is by no means responsible or liable for any variances after shipment, including – by way of example only – transport damage or damage due to climatological changes.

Article 6 – Use

  1. The customer must always use the goods in accordance with the rules of good practice and in compliance with their normal use, taking into account their properties and quality.

  2. If the customer resells the goods, he must inform the buyer in such a manner that the latter will also use the goods as described in the previous paragraph.

Article 7 – Complaints

  1. In order to be valid, any complaints concerning the goods must be filed with CREATIVE COOLING GROUP BV by means of a registered letter and properly described/substantiated within ten (10) workdays after the goods’ sending date, if the delivery is made ex works, or respectively after the date on which the customer signs the delivery note, if CREATIVE COOLING GROUP BV takes care of the delivery.

  2. CREATIVE COOLING GROUP BV’s liability is always limited to the replacement of the defective goods or the reimbursement of the value of the defective goods, at its discretion. CREATIVE COOLING GROUP BV cannot be held liable for any other direct or indirect damage.

  3. Complaints do not entitle the customer to suspend (a part of) the payment. Any settlement or set-off by the customer are expressly ruled out.

  4. Any claim for indemnification will be null and void in the event of processing, change, resale or repair by the customer or by a third party.

Article 8 – Warranty

  1. All repairs to the sold goods are guaranteed for a period of 2 years after purchase. This warranty is limited to the replacement of new parts that show a defect recognized by CREATIVE COOLING GROUP BV.
  2. The defective parts replaced under warranty become property of CREATIVE COOLING GROUP BV.
  3. CREATIVE COOLING GROUP BV does not accept any liability regarding changes/repairs made by the customer or a third party on the goods sold or repaired by CREATIVE COOLING GROUP BV.
  4. All costs inherent to replacements under warranty, such as hourly wages, travel costs etc., are borne by the customer.
  5. The warranty expires if the goods are not maintained as may be expected and/or have been subject to non-conforming use and/or manipulation (in the broadest sense) by the customer/third party.

Article 9 – Indemnification for defects

  1. Defects that existed upon delivery that could have been determined by the customer or his employees trough a careful check, are deemed to have been accepted if the customer did not report these defects by means of a registered letter and properly described/substantiated within ten (10) workdays after the goods’ delivery date.

  2. Barring any stipulation to the contrary, CREATIVE COOLING GROUP BV rejects any liability and indemnification for latent defects.

  3. In the event of a clause to the contrary pursuant to article 9.2, the present clause 9.3 applies. The customer must prove that the legal requirements regarding indemnification for latent defects have been met. The short period pursuant to article 1648 of the Civil Code is 3 months after the date on which the goods leave, if the delivery is made “ex works”, or respectively after the date on which the customer signs the delivery note, if CREATIVE COOLING GROUP BV takes care of the delivery. Any claim for indemnification will be null and void in the event of processing, change, resale or repair by the customer or by a third party. The customer cannot invoke (indemnification for) latent defects to postpone or suspend his payment obligations.

Article 10 – Invoicing – prices – payments

  1. Barring any stipulation to the contrary, all indicated prices are exclusive of VAT.

  2. CREATIVE COOLING GROUP BV reserves the right to change its prices in the event of changes to factors that may influence the price, including – but not limited to – exchange differences, government measures, import and export duties, insurance premiums, price increases concerning raw materials, wages, energy, taxes or other charges.

  3. Barring any stipulation to the contrary, the invoices are payable net within 30 days after the invoice date, to the registered office of CREATIVE COOLING GROUP BV. A first delivery to a new customer is always paid in cash prior to the start of production.

  4. In the event of late payment, a 10% interest will be owed annually, by operation of law and without any prior notice of default, in addition to a lump sum compensation of 10% of the invoice amount with a minimum of 100 euros, without this compensation prejudicing CREATIVE COOLING GROUP BV’s right to claim the damage actually incurred. The non-payment of a single invoice on the expiry date will make the amount owed for all other invoices, even non-expired ones, claimable by operation of law and immediately.

  5. Cheques and bills of exchange only apply as payment after their redemption. The drawing and/or accepting of bills of exchange or other tradable notes does not imply novation and is not a deviation from the present terms and conditions of sale.

  6. The unconditional payment of a part of an invoice implies acceptance of the complete invoice.

  7. If CREATIVE COOLING GROUP BV accepts instalments, these will always apply with all the proper reserves and without any prejudicial acknowledgement. The instalments are prioritarily imputed to the legal costs, then to the interest amount, afterwards to the compensation and finally to the principal amount.

  8. In order to be valid, any complaints concerning the invoice must be filed with CREATIVE COOLING GROUP BV by means of a registered letter and properly described/substantiated within fourteen (14) days after the invoice date. Complaints do not entitle the customer to suspend (a part of) the payment. Any settlement or set-off by the customer is expressly ruled out.

  9. If CREATIVE COOLING GROUP BV fears that the customer will not be able to fulfil his obligations or will not be able to fulfil them in time or if it has doubts about the customer’s creditworthiness, it is entitled to demand an advance payment or any other suitable guarantee from the customer. If the customer refuses to comply, CREATIVE COOLING GROUP BV reserves the right to cancel the order entirely or partially, even if the goods were already entirely or partially sent, delivered or paid, without the customer being entitled to reimbursement.

  10. If the customer fails to fulfil his payment obligations in time, CREATIVE COOLING GROUP BV is entitled to suspend any further orders and/or deliveries on account of any agreement whatsoever, until the principal amount, interests and costs of the outstanding invoices are paid in full by the customer.

  11. Any payment from the customer will be imputed to the oldest outstanding invoice (principal amount, interests and costs), regardless of what the customer mentions with his payment.

  12. CREATIVE COOLING GROUP BV may assign its claims against the customer to a third party without the customer’s consent, e.g. by means of factoring.

Article 11 – Customer’s insolvency

  1. If the customer’s insolvency is feared, including – but not limited to – an application pursuant to the Belgian Business Continuity Act (WCO), bankruptcy or an (even not officially established) suspension of payment, CREATIVE COOLING GROUP BV reserves the right to make any outstanding invoices and even non-expired invoices immediately claimable and to cancel any orders already placed, without the customer being entitled to a compensation or reimbursement.

Article 12 – Retention of title

  1. As long as the customer has not paid the price in full, definitively and unconditionally, CREATIVE COOLING GROUP BV retains full title to the goods and the title will not pass to the customer. However, all risks are at the customer’s expense.

  2. As long as the retention of title applies, the customer is expressly prohibited from renting out, lending out, pledging or encumbering the goods in any other manner by awarding rights to a third party.

  3. In the event of payment by means of cheque, the title will only be transferred after the full amount has been definitively received.

  4. In any case, the advances paid will remain definitively acquired by CREATIVE COOLING GROUP BV as compensation for any losses in the event of resale. The customer undertakes to show these terms and conditions of sale to anyone who would claim the goods that have not yet been fully paid and to any public official (e.g. a bailiff) who wants to seize the goods.

  5. The customer agrees to the registration of the goods in the Belgian National Pledge Register. Any costs associated with the registration in the Belgian National Pledge Register are borne by the customer.

Article 13 – Specific terms of rent and leasing

  1. The customer has the possibility to make a reservation to rent the goods, which obliges him to rent the goods in the reserved period. A reservation can only be cancelled by means of a written statement, in which case the customer owes CREATIVE COOLING GROUP BV the following lump sum compensation:

    (i)25% of the rental price when the cancellation date is less than 4 weeks before the beginning of the rent;

    (ii)35% of the rental price when the cancellation date is less than 2 weeks before the beginning of the rent;

    (iii)50% of the rental price when the cancellation date is less than 1 week before the beginning of the rent;

  2. The rental agreement between CREATIVE COOLING GROUP BV and the customer is concluded subject to a suspensive condition of the payment of a deposit by the customer of 10%, with a minimum of 750,00 euro per order, of the rental price for the agreed period, before the transportation of the goods.

  3. An administrative cost of 16,50 euro is charged to the customer for all requested changes after the order confirmation is made.

  4. The goods remain the property of CREATIVE COOLING GROUP BV at all times. By concluding a rental agreement, parties only intend to give the customer a temporary right of use of the rented goods. The customer is not permitted to grant a right of use to third parties, to deposit the goods with third parties, to resell the goods, to make alterations to the goods, to pledge the goods for the benefit of a third party, etc. This enumeration only serves as an example and is not exhaustive.

  5. Rental prices are calculated per started week and are invoiced from the starting day until the end day, as mentioned on the rental order confirmation.

  6. If the return period is exceeded by the customer, CREATIVE COOLING GROUP BV is entitled to charge a compensation, calculated in proportion to the number of days the rental price is due. This compensation will be increased with a lump sum compensation of 250,00 euro/good for each day the goods aren’t delivered at the registered offices of CREATIVE COOLING GROUP BV.

  7. Goods that aren’t returned within 1 month after the return period, will be charged at the customer at selling price as mentioned on the CREATIVE COOLING GROUP BV price list. An extra lump sum of 1.000,00 euro will be due by the customer.

  8. Transport is never included in the rental prices.

  9. A handling fee of 16,50 euro is charged to the customer, per cooler leaving the warehouse of CREATIVE COOLING GROUP BV as per cooler returning to the warehouse of CREATIVE COOLING GROUP BV.

  10. When renting for more than 6 months, a maintenance contract is obligatory.

  11. During the rental agreement the customer is obliged to use the goods in accordance with the rules of good practice and in compliance with their normal use, taking into account their properties and quality.

  12. After delivery, the customer isn’t entitled to relocate the goods without written consent of CREATIVE COOLING GROUP BV.

  13. CREATIVE COOLING GROUP BV is at all times entitled to inspect the condition of the goods and to make sure that the customer handles in compliance with the rental agreement.

  14. The risk of loss, damages or repair, no matter what cause, even in case of force majeure, passes on the customer from the moment of delivery.

  15. The customer is obliged to compensate all damages to the goods arising from the risks described in the preceding paragraph, without prejudice to its obligation to pay the rent until all damages are compensated.

  16. The customer is obliged to report any damages or loss of the goods immediately by written notification.

  17. The customer is obliged to return the goods in the same condition and completely cleaned at the end of the rental period. The goods should be returned in the original package and on the original pallet.

  18. All costs related to cleaning or repair, after returning, will be charged to the customer.

  19. Branding is always for sale and not included in the rental prices. Re-usable branding remains property of the customer after the rental period and should be removed and stored by the customer. When CREATIVE COOLING GROUP BV needs to remove and destroy the branding, CREATIVE COOLING GROUP BV charges 5,00 euro/good. Storing the branding or other items at CREATIVE COOLING GROUP BV is charged at 5,50 euro/per month/per pallet.

Article 14 – Dissolution due to the customer’s non-performance

  1. If the customer fails to fulfil his obligations and/or fails to fulfil his obligations in time, including his payment obligations, CREATIVE COOLING GROUP BV is entitled to dissolve the agreement entirely or partially without any prior notice of default and out of court, at the customer’s expense and by means of a simple registered letter.

  2. In the event of dissolution pursuant to article 14.1, the customer will owe a compensation of 35% of the price, exclusive of VAT, on standard goods and 80% of the price, exclusive of VAT, for custom-made goods, without prejudice to CREATIVE COOLING GROUP BV’s right to claim compensation for the damage actually incurred.

  3. In the event of dissolution pursuant to article 14.1, CREATIVE COOLING GROUP BV is entitled to cancel any orders that have not yet been delivered or to suspend the execution thereof.

Article 15 – Force majeure

  1. Force majeure is understood to mean any situation that prevents the execution of the agreement either entirely or partially, either permanently or temporarily, due to circumstances beyond CREATIVE COOLING GROUP BV’s control and/or influence, even when the force majeure does not result in the complete impossibility to execute the agreement, and regardless of whether these circumstances were foreseeable when entering into the agreement.

  2. The following are conventionally considered cases of force majeure by way of example only and not exhaustively: war, natural disasters, strike or lock-out, factory sit-in, personnel sickness, business interruptions, fire, flood, seizure, embargo, shortage of transport means, transport disruptions, general scarcity of raw materials or goods, energy consumption restrictions, delayed or non-forthcoming deliveries from suppliers, and generally any abnormal and unforeseen circumstances that significantly disrupt the contractual balance, and regardless of whether the force majeure occurs at CREATIVE COOLING GROUP BV or one of its suppliers.

  3. If CREATIVE COOLING GROUP BV is unable to execute the agreement as a result of force majeure, it has the choice of suspending its obligations for as long as the force majeure lasts or to cancel the agreement, by means of a simple registered letter mentioning the reason of the force majeure. In case of force majeure, CREATIVE COOLING GROUP BV by no means owes a compensation to the customer.

Article 16 – Applicable law – competent courts

  1. The agreements signed and to be signed pursuant to the present terms and conditions are executed at CREATIVE COOLING GROUP BV’s registered office.

  2. Belgian law exclusively applies to agreements signed and to be signed pursuant to the present terms and conditions. The application of the Vienna Convention is excluded.

  3. The courts of Antwerp, Turnhout division, have exclusive jurisdiction with regard to any disputes about the agreements signed and to be signed pursuant to the present terms and conditions, without prejudice to CREATIVE COOLING GROUP BV’s right to determine the competent court pursuant to article 624 of the Judicial Code.