General terms and conditions

Color Passport NV (CDE 0548.832.829)

Color Passport NV

(Public limited liability company Color Passport)

 

Graanmarkt 7

2000 Antwerp

CDE 0548.832.829

Website: www.colorpassport.com 

E-mail: info@colorpassport.com

 

Hereinafter referred to as: ‘CP’

 

Art. 1: Applicability of these Terms and Conditions

 

1.1 These Terms and Conditions are applicable to each agreement between CP and the client (be they a private individual or a trader), as well as any other (legal) act performed by this (these) party(ies) (including an offer), irrespective of whether it leads to or relates to an agreement. 

1.2 The applicability of the general and / or special terms and conditions of the client is expressly rejected, both at the arising of the agreement, and during the course of the earlier and further business relationship, even if these terms and conditions were not previously expressly rejected, and may have become or been applicable in the past. By entering into an agreement with CP, the client expressly waives application of his/its terms and conditions.

1.3 Deviations from these Terms and Conditions are only valid if, and in as much as, they have been expressly agreed in writing with the aim of deviation.

1.4 If any provision, or part of a provision, of the agreement and / or these Terms and Conditions is null and void, invalid or unenforceable, the other provisions, or parts of the provision, shall remain fully in force and the parties shall be regarded as having agreed that which lawfully most closely approximates the scope of the null and void, invalid and / or unenforceable provision. 

1.5 In the event of differences between the different translations of the agreement / Terms and Conditions, the Dutch-language text and its aims shall always take precedence.

1.6 The present Terms and Conditions do not affect the mandatory and wider protection which the client / consumer, and exclusively he, may enjoy in compliance with the applicable legislation (e.g.: Section IV ‘Provisions relating to Sales to Consumers’ and Book XI ‘Market Practices and Consumer Protection’ Code of Economic Law). If provisions of the agreement and / or the present Terms and Conditions are less favourable that those mandatory legal provisions, they must always be understood and interpreted as the minimum mandatory legal protection and be applied accordingly in respect of the client / consumer.

1.7 No summary within the text of the General Terms and Conditions and agreement, should be interpreted as limitative, unless indicated otherwise and / or otherwise apparent.

 

Art. 2: Arising of Agreements

 

2.1 Each offer made by CP has a maximum acceptance period of 30 days, but is always without obligation. CP is authorised to withdraw an offer made by it, at any time, without justification. Once a client has accepted an offer, this acceptance still requires express acceptance by CP, in order to give rise to an agreement.

2.2 Products, product information, prices, delivery periods, availability, etc. mentioned on CP’s website are not binding for it and are always shown reserving error, faults and modifications still to be conducted. CP can provide no guarantee of the completeness and accuracy of its website, although it does strive to ensure this.

2.3 CP can only be bound by the express agreement of its authorised representatives.

2.4 CP offers no guarantee in respect of the result envisaged by the client, even if this result is known to him.

2.5 The client expressly accepts that there may be differences between the products shown in catalogues, on the website, etc. or elsewhere and the actual products supplied, (e.g.: limited differences in colour and / or texture, limited changes in outward appearance, etc.). The client cannot derive any rights in this respect from CP, which cannot be obliged to pay any compensation or perform any exchange, etc.

 

Art 3: Undertakings of CP

 

3.1 The undertakings and performance of CP are, at most, to be regarded as undertakings of means and never as undertakings of result.

3.2 The client expressly acknowledges that the Color Passport system and the products linked to it (goods and services (e.g. courses, advice, etc.)) and work performed by CP, are indeed based on a study, and cannot be bound by any scientific or other guarantees or securities. Indeed, there is always a question of a certain subjectivity, personal preferences of third parties, the independence of the third party’s / client’s information and its completeness and / or accuracy, factors which are unforeseeable / difficult to estimate / etc., demographic and geographic differences, changes in (historical and other) preferences, etc.

3.2.1 If in the present Terms and Conditions or elsewhere, reference is made to the Color Passport system, this reference always includes the Color Passport system as well as the technologies, trademarks, depictions, etc. of Color Passport, and this in the broadest sense. The above irrespective whether or not they enjoy special and / or appropriate protection.

3.3 In the event of provision of advice, CP can never be held responsible for the final result, the applicability and the actual results, which cannot be guaranteed, and this inter alia due to the aforementioned factors.

3.4 CP is entitled to transfer the performance of its undertakings to a third party.

 

Art 4: Prices

 

4.1 All (initial) prices are always in Euros, and do not include VAT or other taxes and costs of dispatch.

4.2 CP may (inter alia on its website, and others) also indicate prices in other currencies. However, in the event of differences and suchlike, the prices in Euros shall always have precedence over the prices in foreign currencies.

 

Art 5: Delivery and Transportation

 

5.1 Products are always delivered by a third-party company to the invoice address indicated by the client, at the cost and risk of the client.

5.1.1 If CP sends the goods to a client / consumer, the risk of loss or damage of the goods transfers to the client / consumer as soon as he or a third-party indicated by him, who is not the transporter, has physical possession of the goods.

5.2 If the goods cannot be delivered, this is exclusively the responsibility of the client, and the client is obliged to pay all of the additional costs of warehousing, new delivery, etc.

5.3 If no special delivery period was agreed, a standard 30-day delivery period (within Belgium) is applicable. Delivery periods for abroad are dependent upon the availability of the transport company and shall be notified to the client as soon as possible.

5.4 Delivery periods mentioned or agreed by CP are only a commitment-free estimate of the delivery period, from which no rights can be derived. Therefore, the client cannot derive any right in respect of CP (in particular) to compensation, full or partial disbandment of the agreement, from the breach of that delivery period, and this irrespective of the cause.

5.5 CP is always entitled to supply the goods in instalments, without owing the client any compensation.

5.6 The client is never entitled to suspend its obligations or lay down further conditions of receipt, for any reason at all.

 

Art 6: Duty to Protest and Guarantee

 

6.1 Immediately after delivery, the client is obliged to inspect the products supplied for compliance and / or flaws. If no note is made on the delivery document, the client shall be irrefutably deemed to have accepted the visible flaws, and any (possible) damage shall be irrefutably deemed not to have been present at the time of delivery.

6.2 The client / consumer must report any incompliances at latest within 2 months of their discovery. Each other client must report any concealed flaws within 10 days of discovering these concealed flaws.

6.3 Each complaint must be reported in a letter giving reasons sent by registered mail, accompanied by the necessary documentary evidence (e.g. photographs), on pain of expiry. If the complaint(s) is (are) judged to be (partly) founded, CP may choose, either to deliver compliant products within a reasonable period, or to return all or part of the purchase price agreed and already paid for these products and this without being owed any interest. CP can never be obliged to pay any additional or higher compensation.

6.4 CP is not obliged to accept returned goods. The client cannot derive from such return any acknowledgement of any right, invoked or to be invoked.

6.5 CP reminds the consumer of the two-year guarantee period (from delivery) for incompliances, as established in Art. 1649bis and following of the Civ. Code.

 

Art. 7: Invoicing and Payment

 

7.1 Clients must make all payments in Euros, within eight days of the invoice date, in the manner indicated by CP. CP may demand full or part payment at any time and without giving reasons at the time of the order. Orders via the online shop must always be paid at the time of the order, failing which they will not be supplied. If broader payment periods are agreed in deviation, this should always be interpreted as an exceptional, one-off event. 

7.1.1 If payment in foreign currency is possible, the client is also responsible for the costs linked to payment not made in Euros.

7.2 All invoices which are unpaid on their due date, lawfully and without notification of default, give an entitlement to interest on the arrears of 10% per annum on top of the amount of the unpaid invoice counting from the due date of the invoice, as well as a damage clause of 10% of the invoice amount (without part payments being allowed to lead to a reduction of the damage clause), with a minimum of 60.00 Euros.

7.2.1 In the event of payment in foreign currency, the client is likewise obliged to pay the loss caused by a difference in the exchange rate.

7.2.2 If the client regularly and / or systematically pays invoices late, this can never be regarded as an acquired right, even if, for any reason at all, CP opts not to charge the sums of compensation referred to in this article.

7.3 On pain of expiry, any complaint relating to the invoice must be reported by registered letter giving reasons, and this within 7 days of the invoice date.

7.4 A client’s complaint (regarding the invoice or other) can never lead to a suspension of his payment (or other) obligations.

7.5 The client is never authorised to demand that CP off-set payment.

7.6 If CP is to perform a reimbursement, it will never be obliged to pay any interest. At most, it shall be obliged to pay the client / consumer the legal interest and this at the earliest after being ordered to do this, unless mandatory provisions of the law provide otherwise.

7.7 Each payment received from the client shall first be used to settle any claims that CP may have against the client, which cannot be brought under the retention of ownership referred to below, next to settle claims relating to interest, damage clauses, (prosecution and others) costs and (compensation) payments, and thereafter to settle its invoices, always the oldest invoices first, and this notwithstanding any attribution and/or statements made by the client on payment.

 

Art. 8: Retention of Ownership

 

8.1 Notwithstanding the actual delivery, the ownership of products supplied or to be supplied by CP only transfers to the client, once the client has settled all sums owed (main sum, interest, damage clause, delivery costs and other costs, and costs of prosecution, etc.).

8.2 Nevertheless, products which remain the property of CP, remain immediately and in fully for the account and risk of the client at the time of delivery. 

8.3 The client is obliged to indemnify CP against all claims, which are made by third parties against CP as the owner of these products.

8.4 Before ownership of all of the products supplied by CP has passed to the client, the client is not entitled to rent out or give use of these product to third parties, to pledge them to third parties, or otherwise dispose of them or encumber them for the benefit of third parties.

8.5 The client must take all steps to prevent damage to the product.

8.6 CP may take back the products under retention of title at any time, at the cost and risk of the client. Where applicable, the client will be obliged to pay the costs of taking back, damage, use, etc., and this without prejudice to other compensation which CP may claim.

 

Art 9: Licenses / Access to the Online shop

 

9.1 CP sells and / or provides limited access to the software in order for the Color Passport system to be implemented / used. 

9.2 This software can only be consulted on line. Under no circumstances may the client download this software onto any user and / or portable medium (e.g. PC, hard disk, CD-ROM, etc.), nor may this software be reproduced and / or distributed, or be directly or indirectly made available to a third party (free of charge or in exchange for a fee).

9.3 This concerns a personal, non-transferrable license for 1 user, which may only be used for personal and / or internal use.

9.4 The license is provided for a specific period, which differs according to the type of subscription, after which it may be extended, each time by 1 year, in exchange for a fee.

9.5 CP has the right to deny a client access to the software and / or online shop in the event of breach of the license, negligence, bankruptcy, cessation of payments, or any other cause which seriously threatens its rights.

9.6 The client is forbidden to translate, process, arrange or otherwise modify the software without the permission of CP.

9.7 The client gains access to the software and / or online shop via a log-in and a password. These are strictly personal and may not be transferred, made available to, or used by a third party. So-called ‘network use’ is not permitted.

9.8 The client alone is responsible for using the log-in and password, and for managing his account and all (transactions) and acts conducted by means of it. CP can never be held responsible in respect of this.

9.9 CP cannot be held responsible for the functioning of the software on the client’s computer.

9.10 At most, the contents of the software can be interpreted as a non-binding provision of advice.

9.11 CP cannot be held responsible for the client’s use of this software, or for the result envisaged by the client, nor for any damage arising from its use.

 

Art. 10 Courses

 

10.1 CP organises courses / presentations on the Color Passport system in exchange for payment.

10.2 If a course takes place at a different venue, the client shall provide all of the normal facilities which may be reasonably expected, (including: internet access, a projector and projection screen, etc.).

10.3 The maximum number of participants and the time period is to be determined in advance by the parties. The client shall provide CP a list of participants including surnames, first names, position and company, at least 24 hours before the course / presentation. In the event of the maximum number of participants being exceeded, (if the available space permits them to participate) an additional fee of 75.00 Euros per additional participant shall be owed. A smaller number of participants will not result in a reduction of the fee.

10.4 Cancellation and / or modification of a course / presentation is only possible up to 7 days before the day on which it is due to take place. In the event of late cancellation the full fee will be owed.

10.5 CP reserves the right to cancel and / or change the course up to 7 days before its commencement. In this case, the fee already paid will be reimbursed to the client within 14 days of notification of the cancellation.

 

Art. 11: Privacy

 

11.1 The client recognises, notes and expressly consents to the storage and processing of his personal details (amongst others obtained from the completion of his ‘Color Passport’, participation in courses, the placing of orders, the conducting of communication, and suchlike). The Privacy Act of 08/02/1992 is applicable.

11.2 This information is processed by Color Passport NV (7 Graanmarkt, 2000 Antwerp, CDE 0548.832.829, info@colorpassport.com, Tel.: 03/ 291 02 09), which is also the controller of this information. 

11.3 Your information may be used for the following purposes:

-        providing information on CP’s products

-        creating a database of persons prepared to take part in studies

-        assessment of possible participants for each study

-        processing study responses

-        summarising study results

-        performing studies managed by us, or for third parties, and / or providing advice to third parties

-        passing on to third parties who perform research and / or provide advice on behalf of and under the management of CP;

-        the transfer of personal data to a subsidiary company or group company

-        respect of articles of associations and regulations

-        the (direct) marketing of CP products, including that of its linked enterprises, and third parties

-        transfer to third parties which provide services to CP

-        email contact for invitations to participate in studies

-        achieving the general aims of CP

11.4 The client may at any time and free of charge, oppose the processing and / or use of his personal information for the aforementioned purposes, by sending a letter to the controller mentioned above.

11.5 The client may ask to inspect and / or correct and / or remove information at any time and free of charge. 

11.6 It is possible that information relating to racial or ethnic origin, political opinions, religious or ideological convictions, membership of (trade unions and) associations, physical or mental health and sex life may be requested and / or processed, however this will only be with the express consent of the client.

 

Art. 12: Intellectual Property

 

12.1 All intellectual property rights to Color Passport and the goods linked to it (products, software and services) belong exclusively to CP.

12.2 The client shall immediately notify CP of any infringements by third parties.

12.3 The texts, depictions and other items on CP’s website are protected by copyright or other intellectual rights. The reproduction, dissemination, etc. of this information is prohibited.

 

Art. 13: Distance Selling

 

13.1 The client / consumer has the right to withdraw his order from the CP online shop within 14 days. This period commences on the day upon which the client / consumer, or a third party indicated by the client / consumer who is not the transporter, takes physical possession of the goods.

13.2 This right of withdrawal does not apply to the supply of digital content not supplied on a physical support. 

13.3 The client / consumer may exercise the right of withdrawal, by using the cancellation form attached to the present Terms and Conditions, or through any other unequivocal statement.

13.4 The client / consumer is to return the goods, immediately after and at any event before the expiry of a 14-day period from the day upon which the decision to cancel the agreement was notified to CP. Where applicable, the client / consumer will have to bear the direct costs of return (by ordinary surface mail, or if the goods cannot be sent by ordinary surface mail, the costs of return dispatch).

13.5 The client / consumer shall only be liable for any diminished value of the products resulting from the handling of the products other than that necessary to establish the nature, characteristics and functioning of the products.

 

Art. 14: Default and Liability of the Client

 

14.1 In the event of any shortcoming on the part of the client in the respect of obligations, whether serious or not, and / or if CP has good reason to fear that the client shall fall short in the fulfilment of its obligations to CP, the client shall be directly in default, without prior notice or notification of default being required.

14.2 In the event of negligence by the client, and also if the client’s assets are seized, the client is granted suspension of payment or the client is declared bankrupt, and / or the client’s company is partly or entirely – temporarily or permanently – closed down and / or liquidated:

-        everything owed by the client to CP on any account, and each obligation of any other kind in respect of CP shall immediately fall due, irrespective of, if applicable, an invoice having been drawn up and / or sent, and irrespective of differently-worded agreements in this matter;

-        CP has the power to disband the agreement in its entirety or in part, and / or to suspend the fulfilment of each obligation – and in that case, should it wish, to render their fulfilment dependent upon security, within a period to be set by it – until the client has fulfilled all of his obligations in respect of CP in full, irrespective whether these obligations of CP are related to the obligation, which that client fails to meet, or meet properly;

This without prejudice to the other rights of CP.

14.3 If CP takes back the products, or if an agreement is terminated and / or disbanded in any way, due to a circumstance attributable to the client, CP is entitled to a sum of compensation to be paid directly by the client amounting to 20% of the amount of the agreement, and in the absence of an agreement, of the price of the product. CP is always entitled to compensation of higher damage actually suffered.

 

Art. 15: Default and Liability of CP

 

15.1 At most, CP can only be held liable, contractually and / or extra-contractually, for direct damage, and this limited to the sum covered by its insurance. If, for any reason at all, there is no cover, the said liability of CP shall be limited to a sum of 5,000.00 Euros.

15.2 CP can never be held liable for loss of profit, loss of earnings or other indirect or consequential damage and losses.

15.3 CP cannot be held liable for concealed flaws. 

15.4 The client is never entitled to disband or cancel the entirety or part of the agreement, to claim or invoke its disbandment or cancellation in court, or to suspend fulfilment of his obligations. 

15.5 The client is not authorised to exercise a right of retention.

15.6 CP can never be held liable for loss of data, etc. relating to the installation and / or use of the software and / or online shop.
 

Art. 16: Act of God

 

16.1 For CP, an act of God (force majeure) includes all events and circumstances, which impede, delay or hinder CP’s respect of its obligations, including, but not exclusively, unpunctual delivery by its suppliers or other third parties, unavailability of equipment / raw materials / transportation, machine breakdown, strike and / or lock-out, illness, lack of personnel, fire, natural or other disasters, war, revolt, unavailability of utilities (electricity, internet, etc.), measures and / or limitations of any kind imposed by local, national or supranational authorities/governments.

16.2 The above also applies when an act of God occurs at suppliers or other third parties.

16.3 In the event of an act of God, CP may choose, either to suspend undertakings (in part or in full), and in particular to extend the delivery period by the period of the act of God, plus the period required for re-starting activities, or to declare the agreement (partially or fully) disbanded, without being bound by an obligation to pay compensation, or by any other obligation.

 

17.7 Applicable Law and Competent Judge

 

17.1 The legal relationships with CP and the client, including these Terms and Conditions, are exclusively governed by Belgian law.

17.2 In the event of disputes between CP and the client, the judge of the place of CP’s main place of establishment is competent, excluding any other court. Nevertheless, CP is also authorised to bring the dispute before the judge of the client’s main or subsidiary place of establishment.