Article 1 – Scope

1.1. All assignments are to be performed solely in accordance with the following general terms and conditions. The client consents to these terms and conditions upon awarding the assignment.

1.2. These terms and conditions are the sole document governing the contractual relationship between CDC DESIGN and the client, which acknowledges accepting them upon awarding the assignment. The client’s general terms and conditions or any other general terms and conditions contained in orders, order forms or any other documents do not apply, subject to an express agreement in writing in that respect between the parties.

1.3. Where express consent is granted in writing to a deviation from these terms and conditions or to a special agreement, these terms and conditions remain in force in at least a supplementary manner.

Article 2 – Quotations, formation of the agreement

2.1. Quotations are provided subject to all reservations and are obligation-free on the part of CDC DESIGN. Quotations are always applicable for the time period stated in the quotation, which is generally 30 days after being drafted. Orders, agreements or other arrangements are only valid when they are confirmed in writing by CDC DESIGN. No rights can be derived from past quotations or estimates with respect to future assignments.

2.2. The signatory of a quotation for the client is jointly and severally bound to the legal entity in whose name the signatory acts.

2.3. The client can only cancel an assignment by registered letter, and that cancellation is only valid if it is explicitly accepted by CDC DESIGN. In the event of CDC DESIGN accepting the cancellation, fixed compensation is payable by the client, over and above the reimbursement for the work already performed, that is equal to the price of the consultancy services already provided, in accordance with the quotation, and any materials/products already ordered, unless CDC DESIGN demonstrates greater damage.

2.4. Any amendment to the assignment on the part of the client must be performed in writing, and in principle leads to a new quotation being drawn up, with such according to the insight and on the decision of CDC DESIGN. In this event, CDC DESIGN is entitled to adjust the terms and/or the rate or to decline the assignment.

2.5. The parties agree that, deviating from the Civil Code, the client is not entitled to unilaterally terminate the agreement upon the work (services) commencing.

Article 3 – Performance of the agreement

3.1. CDC DESIGN shall perform the assignments entrusted to it with the required care, and it is only tasked with the obligation to use best endeavours. The delivery and/or completion times are only provided for informational purposes and are consequently not binding for CDC DESIGN, unless the parties expressly agree otherwise. Delays to the delivery and/or execution can however never lead to a penalty being imposed, compensation being payable, the agreement being terminated or refusal on the part of the client to accept the product.

3.2. The client shall provide to CDC DESIGN all the information that is deemed necessary to perform the assignment, with such in good time and at all stages of the performance of the assignment. Where this required information is not provided in good time to CDC DESIGN, CDC DESIGN is entitled to suspend the performance of the agreement and/or to charge to the client the additional costs arising from that delay.
3.3 The customer is obliged to respond within 5 calendar days to any request made by CDC DESIGN, as well as to make a decision within 5 calendar days on any choice that CDC DESIGN presents to him. If the client does not make such a decision in a timely manner, then CDC DESIGN may make a decision itself. The client does not have the right to go back on a decision made [without incurring significant additional costs at the expense of the client and on behalf of CDC DESIGN].

3.4 The client is familiar with CDC DESIGN’s style and gives CDC DESIGN full confidence in it. If the client does not agree with a certain choice/mood board/material/product that CDC DESIGN presents, CDC DESIGN will present up to 2 alternatives.

Article 4 – Price

4.1. The agreement is concluded at the prices stated in the quotation, except in the event of deviations from the original quotation that the parties have agreed to and that are confirmed by CDC DESIGN.

4.2. Invoicing for the services performed shall be performed in accordance with the following steps:
* 30% of the full sum shall be invoiced as an advance payment and must be paid to CDC DESIGN within five calendar days of the quotation being signed;
* 60% of the full sum shall be invoiced in accordance with the progress of the assignment in proportion to the duration of the assignment;
* 10% of the full sum shall be invoiced upon completion of the assignment.

4.3. The invoicing for the materials/products to be ordered shall be performed wholly before the order is placed. In other words, the order shall only be placed once the relevant invoice is paid by the client. The payment of an invoice in that respect implies that the client consents to the selected materials/products. Multiple invoices and orders for materials/products can occur within a single assignment.

4.4. All prices are exclusive of VAT and other charges. The VAT is payable by the client.

4.5. Invoices are payable no later than seven calendar days after receipt thereof, unless otherwise stated.

Article 5 – Payment

5.1. Every invoice for which the sum is not settled or not settled in full upon the due date shall by law be increased by fixed and non-reducible compensation that is equal to 10% of the payable sum, with a minimum of €100.00, without notice of default being required. Moreover, interest on arrears shall be payable by law, equal to the statutory interest rate, pursuant to the Law of 02 August 2002 on combatting late payments in commercial transactions, without an advance notice of default being required in that respect. Every month started is deemed to be a full month. Partial payments shall first be used to cover the costs, interest payments and compensation, after which the remainder shall be deducted from the principal balances.

5.2. In the event of noncompliance with the agreed-to payment terms, all outstanding invoices and/or debts shall immediately be due and payable and CDC DESIGN has the right, without any notice of default or judicial intervention being required, to suspend further deliveries and/or work or to deem the agreement as dissolved, notwithstanding its right to damages.

5.4. Notwithstanding that provided for in article 7.1, the client must, in the event of disputing an invoice from CDC DESIGN, lodge a protest against it by registered letter within seven calendar days of receipt thereof, with such at the risk of forfeiting that right.

Article 6 – Force majeure

6.1. If CDC DESIGN is unable to perform the assignment on the grounds of force majeure, which includes accidents, illness, epidemics, pandemics (including Covid-19), fire, war, strikes, lockouts, insurrection, supplier delays, lack of transportation, etc, then CDC DESIGN has the right to terminate the agreement without any further compensation being payable to the client.

6.2. In the event of force majeure, the obligations on the part of CDC DESIGN are suspended, in which event it is solely obliged to deliver or perform its obligations as soon as such is reasonably possible.

6.3 If CDC DESIGN, upon the force majeure event commencing, has already partially fulfilled its obligations or can only partially fulfil its obligations, then CDC DESIGN is entitled to invoice separately for the work already performed and the client is obliged to pay that invoice as if it pertained to a separate agreement.

Article 7 – Liability

7.1. All complaints concerning the delivered services or materials/products must, (i) where the defects are visible, with such at the risk of forfeiture, be notified to CDC DESIGN within seven calendar days as of the delivery of the materials/products and, (ii) where the defects are hidden, with such at the risk of forfeiture, notified to CDC DESIGN within seven calendar days as of the discovery thereof by registered letter. CDC DESIGN shall then address the supplier in question with respect to the defect. Only if that results in compensation being paid, CDC DESIGN shall, subject to being informed in good time by the client, pay that compensation to the client, which the client accepts.

7.2. Damages for which CDC DESIGN could be liable under this agreement, irrespective of the cause, the nature or the object of the claim, shall be no more than 20% of the invoiced value of the quotation. Should the client believe that it is entitled to such compensation, then the defects and damage suffered must be controvertibly demonstrated. The client is not permitted to withhold or defer the payment of outstanding invoices.

7.3. CDC DESIGN can under no circumstances be held liable for consequential damage and/or any form of indirect damage, including loss of use and loss of profits.

7.4. CDC DESIGN declares that it is not an architectural or an interior design firm, nor a contractor or coordinator. CDC DESIGN only provides consultancy services with respect to design, and it shall order and deliver materials/products in that context and in consultation with the client.

Article 8 – Transfer of rights

8.1. The client only becomes the owner of or obtains the right of use to the delivered products and services as of the time it has fulfilled all its obligations vis-à-vis CDC DESIGN. CDC DESIGN retains full ownership of the delivered articles until the time of payment in full of the prices, any interest payments, compensation and charges it has charged to the client. This retention of title is an essential component of the agreement that is concluded between the parties, and if it was not present CDC DESIGN would not enter into the agreement. During the period of the retention of title, the client assumes the obligations and responsibility of custodian of the delivered articles and consequently undertakes to safeguard them and insure them against all damage, destruction, theft, fire, loss, etc.

8.2. Notwithstanding that retention of title, the risk with regard to the articles is transferred to the client at the time of delivery.

8.3. Delivery and acceptance of the articles is performed at a location selected by the client and is at the risk of the client.

Article 9 – Intellectual property

9.1. The documents made available to the client before or after the formation of the agreement are copyrighted and remain the property of CDC DESIGN. They may not be used, copied, duplicated, transmitted to or provided to third parties by the client without the consent of CDC DESIGN.

9.2. Full ownership of ideas, concepts or designs provided by CDC DESIGN is held by CDC DESIGN, unless expressly otherwise agreed to.

9.3. CDC DESIGN is entitled to, at all times refer to the delivered services and/or products as a reference for promotional purposes, stating the details of the client, unless expressly otherwise agreed to.

Article 10 – Rules for settling disputes

10.1. These general terms and conditions of sale do not impair in any sense the right of CDC DESIGN to exercise all its other statutory or contractual rights.

10.2. The client is prohibited from transferring its rights and obligations under the agreement concluded with CDC DESIGN without the prior written consent of CDC DESIGN. Any unauthorised transfer shall be void by law.

10.3. Where CDC DESIGN fails to demand the performance of the provisions of these general terms and conditions of sale, this does not imply waiving or relinquishing this provision or any other provision.

10.4. The invalidity of one or more provisions of these general terms and conditions of sale does not impact upon the application of the other provisions.

10.5. Only Belgian law is applicable to the relationship between CDC DESIGN and the client. Any dispute will be brought by CDC DESIGN before an arbitrational body of its choosing or the courts of the jurisdiction of Antwerp, division of Antwerp, notwithstanding the right of CDC DESIGN to take legal action before the courts of the jurisdiction in which the client is located. The Vienna Convention on Contracts for the International Sale of Goods is not adhered to.

10.6. All costs pertaining to the collection of sums by legal means, including legal fees, are payable by the client.