STANDARD TERMS AND CONDITIONS OF SALE

GENERAL TERMS AND CONDITIONS ARTFLO

FOR SALE OF GOODS TO PROFESSIONAL BUYERS (B2B)

  

Article 1 –

Company name: ARTFLO BV

Company number KBO 0658.756.296 VAT number: BE 0658.756.296

Registered office: Cogels-Osylei 37 in 2600 Antwerp

Offices: Moestoemaatheide 14 bus J in 2260 Westerlo

Phone Number: 03 288 04 58

Email: [email protected]

Availability: every working day between 10.00-17.00h

These terms and conditions form an integral part of all agreements concluded between ARTFLO and its customer, co-contractor.

They apply, unless expressly agreed in writing by ARTFLO, to the exclusion of all general terms and conditions appearing on the customer's documents, even if these documents are of a more recent date.

By entering into an agreement with ARTFLO , the customer declares that he has taken note of and gives his consent to these general terms and conditions and that he acknowledges that they are in accordance with all applicable and mandatory provisions.

If one or more of these provisions are definitively declared unenforceable or null and void, this does not affect the other provisions and the relevant unenforceable and/or void provision or its interpretation will be replaced by that provision that, within the legal limits, achieves the same or nearby but legally acceptable effect as the unenforceable or void provision.

The titles of the articles of these general terms and conditions are purely indicative.

 

Article 2 – offers

All proposals, catalogues, brochures, price lists, information and technical data sheets of all kinds provided to the customer do not constitute an offer and in no way bind ARTFLO.

All specifications and offers delivered by ARTFLO are without obligation and are made without commitment. They are only valid for 15 days. All prices are in EUR.

Any VAT due is not included in the price quotations but is charged on the invoice and is at the expense of the customer.

Unless otherwise stated, all prices apply "ex warehouse". The prices stated by us therefore do not include: delivery, transport and insurance costs, unless explicitly stated otherwise.

 

Article 3 – agreements with ARTFLO

Agreements are deemed to have been concluded at the registered office of ARTFLO.

Orders by the customer are irrevocable.

They are only binding on ARTFLO by written confirmation, by an explicit agreement or by execution.

ARTFLO is in no way liable for any consequences arising from an incorrect statement by the customer.

Upon confirmation of the order, the customer must immediately inform ARTFLO of any inaccuracies. If any non-conformity is not reported within eight days, the confirmation is irrefutably presumed to be identical to the order.

Any change proposed or made by the customer to the original agreement can be accepted by ARTFLO subject to the possibility of changing the originally formulated conditions. This does not affect the original agreement.

Any cancellation of an order must be made in writing. It is only valid subject to written acceptance by ARTFLO.

In case of cancellation, the buyer owes a fixed compensation of 30% of the price of the order, with a minimum of € 150.00.

Any modification of an order or of the initial offer releases ARTFLO from any originally promised delivery period.

 

Article 4 – performance of services

1. Delivery period

The agreed execution and delivery times are always indicative.

If this is exceeded, the customer cannot claim compensation or delay penalties, nor terminate the agreement or demand its dissolution.

Unless otherwise specified, the time limit shall be expressed as working days.

The following are not included as working days: Saturdays, Sundays and public holidays, the annual holidays, the compensatory rest days, the days of strike or lock-out.

2. Force majeure

If, for a reason independent of its will or as a result of force majeure, ARTFLO is unable to respect a predetermined, indicative execution or delivery period, it may, without being obliged to do so, extend the period at any time by means of a simple written notification.

The extension of the period in case of force majeure is automatically extended by 5 working days before restarting.

If the force majeure is of a permanent nature, ARTFLO cannot be held liable for compliance with its obligations.

3. Place of delivery + risk

The goods are transported or shipped at the expense and risk of the customer.

The storage of the goods pending delivery or collection is at the risk and expense of the customer.

4. Suspensive conditions

When payment of an advance is prescribed in the offer, ARTFLO is only bound to execute the order after payment thereof.

The acceptance of orders and execution of the agreement by ARTFLO always takes place under the suspensive condition that the ordered goods are present in its warehouses or can be obtained by ARTFLO in a normal manner.

5. Acceptance by the customer

The deliveries made by ARTFLO are irrefutably deemed to have been accepted by the customer by either signing a receipt, or by using or reselling part or all of the delivered goods or paying for all or part of the goods.

If the customer does not collect the goods within 15 days after the agreed or communicated period, ARTFLO has the right to consider the agreement as broken at the expense of the customer, without prejudice to the right to compensation (including termination compensation) at the expense of the customer.

Exchange of material can only take place with prior written agreement and within 3 months after the invoice date.

Transport costs, there and back, are always borne by the customer and a restocking fee of 30% of the invoiced value, with a minimum of € 50,-, will be charged.

The returned material must always be new and must be in its original packaging (not opened, not described, not damaged).

 

Article 5 – payment

1. Method of payment

Unless otherwise stipulated in writing, all invoices are due for payment upon issuance.

A down payment is required at the time of order placement to confirm the order.

The remaining balance of the invoice must be paid in full prior to shipment.

If the customer requests a delay in shipment, this does not exempt them from paying the remaining balance.

The full payment of the invoice is required as soon as the shipment is ready and available in the warehouse.

Any alternative payment arrangements must be agreed upon in writing.

The amount of the invoice must be paid net.

All costs are borne by the customer.

Cheques and bills of exchange are only considered as payment after their redemption.

The drawing and/or acceptance of bills of exchange or other negotiable documents does not constitute a novation of debt.

ARTFLO is entitled to obtain partial payment for the delivery of goods, works and services in proportion to their execution, and this from the notification by ARTFLO that the goods can be collected.

2. Place of payment

Invoices and/or delivered goods are payable at the registered office of ARTFLO BV at Cogels-Osylei 37 in 2600 Antwerp.

3. Charging of payments

Payments received are first charged on the due interest, damages and collection costs, then on the principal sum of the oldest expired invoice and this regardless of any remark (s) or mention (s) of the customer on the occasion of his payment (s).

4. Expenses

All additional expenses, including but not limited to money transfer fee, bank charges, and administrative fees, are the sole responsibility of the customer-buyer.

 

Article 6 – non-payment

There is a default as soon as one expired invoice was not or not fully paid on the due date.

This makes the due balance of all other invoices, even those that have not expired, or invoices for which a payment term has been granted, immediately due and payable by operation of law.

In the event of any non-payment by the customer, ARTFLO always has the right to consider all other agreements with the customer as broken at the expense of the customer, with the right to the fees included in these general terms and conditions.

Any invoice that has not been paid on the due date shall, from the invoice date on the due date, automatically and without notice, incur interest in accordance with the percentages of the Act of 2.08.2002 on late payment in commercial transactions, with a conventional minimum of 10% per year, whereby a part of a month counts as a whole month, until the day of full payment.

Any discounts allowed will expire in case of late payment.

In the event of non-payment or non-compliance with any obligation whatsoever, apart from the interest payment, a fixed compensation is due by operation of law and without prior notice of default as follows 10% with a minimum of 60.00 € ARTFLO is also entitled to reimbursement of all costs such as court costs, costs and fees of the lawyer both for extrajudicial and judicial actions for collection.

These costs are not included in the fixed compensation.

ARTFLO has the right at any time, such as in the event of non-payment, acts of judicial execution against the customer, when receiving unfavourable solvency or commercial information about the customer and/or demonstrable other events, which call into question and/or make impossible the confidence in the proper execution of the obligations entered into by the customer, to demand a guarantee from the customer before, during or after the execution of the agreement or to suspend the execution of the agreement, until proper guarantees are given, failing which ARTFLO can terminate the agreement without compensation and the customer is obliged to pay for the deliveries or works already carried out and additional compensation.

Under no circumstances may the incomplete or partially disputed delivery serve as a pretext for postponing payment of the part that was not disputed.

No deduction by way of guarantee is permitted.

 

Article 7 – default

In the event that the customer fails to perform his obligations (including payment) in whole or in part, ARTFLO is entitled, without being liable for any compensation for this, to suspend, terminate or consider the agreement dissolved by operation of law and without notice and without prejudice to its right to compensation.

In the event of such termination or termination of the contract, regardless of the payment obligation for supplies or services made, the compensation due for loss of profit shall be fixed at a flat rate and irrevocably at 30 % of the price determined in the contract, regardless of the possibility of increasing them by actual additional costs.

 

Article 8 – protest against invoices

The protest against the invoice must be made in writing, motivated and send within seven days of the invoice date and contain the date and references of the invoice.

If one of these conditions is not met, the protest will be regarded as non-existent and the invoice will be deemed to have been definitively accepted, without ARTFLO being obliged to respond to this protest.

 

Article 9 – risk transfer and retention of title

The delivered goods remain the property of ARTFLO until full payment, including any interest and costs.

The customer remains liable for keeping the goods in question in good condition.

He may not modify or sell them.

He is liable for it and undertakes to insure himself against all risks.

In the event that the goods are returned to ARTFLO on the basis of this retention of title, ARTFLO has the right to compensate any advances or partial payments received with regard to those goods with outstanding claims, of whatever nature (including, among other things, a claim for all damage suffered due to non-compliance with the agreement).

 

Article 10 – liability and indemnification

1. General

ARTFLO is not liable to the customer and third parties upon delivery of goods nor is it obliged to indemnify for any minor errors or for the performance of non-essential obligations.

In any case, the compensation due to possible liability of ARTFLO is limited to the value of the delivered or to be delivered goods.

ARTFLO is under no circumstances liable for immaterial or indirect damage such as consequential damage, financial damage, loss of profit, economic damage, loss of turnover, administration or personnel costs of any kind, loss of clientele or any claims of third parties (including the customer's customers) and all this except in the event of intent, fraud, fraud or serious misconduct.

2.Visible defects

Lack of conformity, among other things with regard to the dimensions, colours and presentation of the goods is expressly and in all cases considered as visible defects.

This list is not exhaustive.

Minor deviations deemed permissible in the sector or technically unavoidable, such as with regard to the quality, quantity, finish, deviations from models, specifications and the like, cannot constitute grounds for complaints and can never give rise to rejection, price reduction, compensation or dissolution of the agreement.

The conformity of the delivery and of the visible defects must be checked by the customer immediately upon receipt.

This check is deemed to have been carried out at the time of delivery and at the place of delivery, and at the latest within 3 days after delivery.

The customer who wishes to obtain a longer inspection period for the inspection, both qualitatively and quantitatively, must inform ARTFLO in writing in advance.

Complaints based on visible defects must be communicated to ARTFLO immediately after their discovery and at the latest within 3 days after delivery, motivated, in writing and by registered mail or by e-mail .

Any sale of the goods implies a final acceptance.

3. Hidden defects

Complaints based on hidden defects must be communicated to ARTFLO immediately after their discovery and at the latest within 8 days , motivated, in writing and by registered mail or by e-mail.

4. Obligations of the customer

Complaints only suspend the customer's payment obligation with regard to the disputed part.

Any claim for damages on the part of the customer is inadmissible in the absence of immediate and detailed statement of all factual information relating to any damage.

The buyer undertakes to provide ARTFLO with all elements concerning alleged damage that he would suffer, so that ARTFLO can, if necessary, bring a claim against responsible third parties in good time.

In the event of non-compliance with this clause, ARTFLO is released from liability and/or responsibility.

 

Article 11 – dissolution due to incapacity

ARTFLO reserves the right to consider the agreement dissolved by operation of law and without prior notice of default in the event of concurrence, or any insolvency proceedings such as bankruptcy, as well as in the event of invocation of the Continuity of Enterprises Act, liquidations, as well as manifest insolvency and in the event of a change of the legal situation of the customer, without prejudice to the application of the other provisions of these general terms and conditions, such as, among other things, the termination fee due, ...

 

Article 12 – assignment of claim

The conclusion of the agreement counts as an agreement of transfer of claim.

This means that in the event of any late payment, ARTFLO may serve its claim against its customer by registered letter to the debtor of its customer in the amount of all amounts owed by the customer to ARTFLO .

ARTFLO’S customer is obliged to inform ARTFLO on first request of all elements of his/her claim in respect of his/her debtor as soon as ARTFLO has notified that it intends to apply this article.

This assignment of debt claim or its service to the debtor of the customer of ARTFLO does not release the customer of ARTFLO from payment, unless in the meantime the full debt of the customer to ARTFLO, including all appurtenances (interest, damages, ...) would have been paid.

 

ARTICLE 13 – guarantee

1. Warranty period

The warranty period for hidden material and/or construction defects applies from the date of sale.

Warranty period: 2 years

2. Repairs

In the event of a repair as a result of material and/or construction defects within the warranty period, the customer must deliver the good to be repaired to ARTFLO.

The parts required for repair are supplied free of charge by ARTFLO under the applicable conditions.

The warranty is limited to the repair and/or replacement of the good with the exclusion of all other costs such as administration costs or travel costs of the customer.

3. Warranty provisions

The warranty expires if:

1. The good was not worn or washed according to the indications on the product, or the normal way of use or cleaning.
2. No valid dated invoice can be submitted.
3. The property has not been made available to ARTFLO
4. The defect has arisen as a result of fire, lightning, earthquakes, floods or any other accident or natural disaster.

 

Article 14 – conventional set-off

In the event of the opening of insolvency proceedings (such as bankruptcy, application in accordance with the Continuity of Enterprises Act, liquidation) or in the event of attachment or any other concurrence, the statutory compensation will take place without prior notice of default or court decision.

This set-off also applies to and in respect of all amounts due and payable and not due (for example also termination fees or other damages) that become or will become due and/or payable after and/or because of the situation of concurrence, and with the expiry of all permitted payment facilities.

This set-off is enforceable against all third parties [including the customer's other creditors .

 

Article 15 – applicable law – competent court

This agreement is governed by Belgian law.

In the event of a dispute, only the courts of the judicial district of Antwerp and the Justice of the Peace of the seventh canton in Antwerp.