These general terms and conditions apply to any offer or quote from Arte and to any agreement between Arte and the Customer. By placing an order, the Customer accepts these general terms and conditions and agrees to be bound by them, and the Customer waives the application of its own general terms and conditions. All other general terms and conditions and deviations from these general terms and conditions must be confirmed by Arte in writing in order to be opposable to Arte.
2. Quotes - orders
Unless otherwise stated, Arte’s quotes shall remain valid for 3 months. All orders by the Customer, including oral orders, are binding. In the event of cancellation, even in part, of an order, the Customer shall pay fixed compensation of 20% of the sale price of the goods (excl. VAT), to make good the damage and administrative costs incurred, unless proof of greater damage is furnished. If execution or preparation of the order has already commenced, the compensation shall be increased to 100% of the sale price.
3. Price - payment
3.1 Arte’s prices are always net. VAT and all other taxes, levies or fees relating to the delivered goods shall be paid in full by the Customer. Prices shall be determined separately for each agreement and may not under any circumstances be used as the basis for other similar deliveries.
3.2 Unless otherwise agreed in writing, all invoices shall be payable at Arte’s registered office, at the latest on the due date stated on the invoice. In the event of non-payment of the invoice on the due date, default interest of 1% per month shall be payable on the outstanding invoice amount ipso jure and without notice. Fixed compensation of 10% (subject to a minimum of €125) shall also be payable, except where the actual collection costs are higher.
3.3 Invoices may only be opposed by registered letter within a period of 8 days after the invoice date.
3.4 Arte shall be entitled, without notice or compensation, to suspend performance of its obligations towards the Customer, to terminate a current agreement with the Customer with immediate effect, to demand immediate payment of all outstanding claims or to refuse performance except against cash payment if an invoice is not paid in full on the due date, or the Customer fails to fulfil its obligations arising from an agreement or if the Customer’s creditworthiness is affected by acts of judicial enforcement or other events that call the confidence in the proper performance by the Customer of its obligations into question or render such performance impossible.
4. Delivery - retention of title
4.1 Any notified or agreed delivery date shall be for information purposes and is not binding on Arte. A delay in the delivery date shall not give the Customer entitlement to compensation or cancellation of the sale, nor release the Customer from any obligation to accept or pay for the goods. Unless otherwise agreed in writing, delivery shall be made Ex Works to the registered office (or any other place of operations) of Arte. The goods shall always be dispatched at the Customer’s risk. Unless otherwise agreed in writing, transport costs shall always be borne by the Customer. If Arte has to arrange transportation, it shall do so as an employee and at the Customer’s risk.
4.2 The sold goods shall remain Arte’s property until payment in full of the price of all goods delivered by Arte to the Customer on any date whatsoever. However, the risk of loss or destruction of the goods shall be borne in full by the Customer from the moment that the sold good is delivered. Arte reserves the right to claim back the sold goods wherever they may be located; the Customer shall be obliged to cooperate fully therewith, on penalty of a fine of €1,000 per day, and shall accept the custodian obligations imposed on it and undertakes to store the delivered goods in an appropriate and clean place and to monitor said goods in accordance with the highest standards accepted in the sector. If the Customer resells the delivered goods, either wholly or in part, before the full price has been paid to Arte, retention of title shall be transferred at the resale price and the Customer’s claim on its contracting partner shall be assigned to Arte in full or pro rata to the resold part, in the amount of the Customer’s debt to Arte.
5.1 Complaints concerning visible defects (shortage, fault or non-conformity) must, on penalty of lapsing, be notified to Arte within 3 days at the latest of delivery. Complaints concerning any visible defects in affixed wallcovering must, on penalty of lapsing, be notified to Arte immediately after the affixing of a maximum of 3 sections. Complaints concerning latent defects must, on penalty of lapsing, be notified to Arte within 8 days at the latest after the Customer has discovered or should have discovered the defect and in any case not later than 6 months after the delivery. Any complaints shall not suspend the Customer’s payment obligation.
5.2 All complaints shall be made by registered letter stating all relevant information, together with a copy of the invoice relating to the delivered goods and a sample of the wallcovering to which the complaint refers, in the absence of which Arte may deem the complaint unacceptable. If the complaint is made in good time and the existence of a defect is established following investigation which is not attributable to incorrect installation or cleaning, misuse or negligence by the Customer, Arte shall, at its discretion, replace the goods concerned free of charge or shall credit all or part of the invoice value of the goods, without Arte also being obliged to pay any compensation.
6. Liability - force majeure
6.1 Arte’s guarantee shall never go beyond free replacement or crediting of the goods that were found to be defective during the guarantee period of 6 months after delivery. No claims whatsoever can be asserted against Arte once the guarantee period has expired. The total liability of Arte and of its employees shall at all times be limited as a maximum to the invoice value of the sold defective goods, except in the case of an intentional act, fraud or deception. Arte shall never be liable for indirect or consequential damage such as, but not limited to, loss of profit, third-party claims, loss of business contracts or customers, etc.
6.2 Arte shall not be liable for delayed performance or failure to fulfil its obligations as a result of an event that is beyond Arte’s reasonable control (“force majeure”), including but not limited to strikes, lockout, telecommunication problems, interruptions in transportation, fire, government or administrative regulations or provisions, supply difficulties, scarcity of materials or lack of products for production, shortcomings of suppliers or delayed deliveries or non-deliveries by suppliers. In such cases, the Customer cannot claim compensation and Arte reserves the right to terminate the agreement.
7. Applicable law - jurisdiction
7.1 All agreements between Arte and the Customer, as well as these general terms and conditions of sale, shall be governed by Belgian law. The United Nations Convention on Contracts for the International Sales of Goods shall not apply.
7.2 Only the courts of the district in which Arte’s registered office is located shall have jurisdiction in case of any disputes. However, Arte may opt to submit disputes to the courts where the Customer’s registered office is located.
8.1 If any section or clause of these terms and conditions becomes invalid or unenforceable, the other clauses shall not be thereby affected and shall remain valid and enforceable. The clause concerned shall be replaced by a clause that comes as close as possible to the intention of the parties.
8.2 The Dutch wording shall take precedence in the event of a dispute about interpretation of the various wordings.