1. Application
These terms and conditions of sale, to the exclusion of all other and conflicting terms, apply exclusively to every sale of products and supply of services, work and associated goods by Arizo BV, directly to the customer or via the online ordering system on the website portal.arizo.be.
2. Quotations and price conditions
Our price estimates and quotations, under whatever name, for the provision of services are purely informative and non-binding. By placing an order, the buyer accepts that Arizo BV is entitled to change the agreed price if the prices of materials, wages, social security contributions and the like have changed since the date of the agreement. Such price changes are communicated to the customer in writing and are binding on the customer.
3. Contract
The contract for the provision of services is deemed to be accepted when Arizo BV has commenced the assignment, the customer has ordered the assignment and Arizo BV confirms the assignment in writing, or when the customer has signed the quotation for approval. When an assignment is confirmed in writing by Arizo BV, any additions or corrections must be submitted in writing within 48 hours in order to be accepted as valid. These may lead to price adjustments.
4. Delivery times
Unless otherwise indicated in writing, the delivery periods stated are purely indicative and therefore not binding. Unless proven by the buyer/customer and after formal notice by registered letter, no compensation is due for late delivery. A delay does not in itself constitute grounds for the buyer/customer to terminate or dissolve the contract.
5. Delivery conditions, transfer of ownership and risks
All goods and services sold can be delivered to the destination chosen by the buyer. If the buyer opts for shipment of goods by Arizo BV, this is entirely at the buyer’s expense and the buyer also declares that they have accepted the goods. The risk passes to the buyer when the goods are loaded for transport. TERMS OF SALE As long as the buyer has not fulfilled all its obligations towards Arizo BV, the goods delivered remain the property of Arizo BV. Nevertheless, from the moment of delivery the buyer bears the risk of loss of or damage to the goods, from whatever cause, and/or of damage caused by these goods. Without the written consent of Arizo BV, the buyer is not entitled to transfer the goods to third parties before payment, and Arizo BV remains their owner.
6. Force majeure
All cases of force majeure, i.e. unforeseen circumstances beyond our control, occurring both within and outside our company and making it impossible for Arizo BV to fulfil its obligations in whole or in part, release Arizo BV, for their duration, from its obligation to deliver as well as from the agreed delivery period, without prejudice to the possibility of cancelling the part of the agreement not yet performed, all without Arizo BV being liable for any compensation. Arizo BV accepts no responsibility for errors made by our suppliers.
7. Preliminary designs
Comments on or corrections to designs submitted for your review must be made within 48 hours in order to be accepted, but they are not in themselves binding on Arizo BV. These comments/corrections may entail additional costs. Once production has started, the preliminary designs are considered binding on the customer. If the customer does not wish to approve any preliminary design, Arizo BV may terminate the contract unilaterally and without consequences for Arizo BV. The hours worked may be charged to the customer.
8. Acceptance and complaints
Delivery to the buyer, i.e. making performances, goods or services available to the customer at the customer’s premises or at the place designated by the customer, implies acceptance of the goods or services delivered. A written complaint is nevertheless still possible within eight days of delivery (14 days in the case of sales to consumers). In the event of a justified complaint, Arizo BV may choose either to replace the delivered item or to take it back at the original purchase price. Apart from replacement, Arizo BV shall in no case be liable for any compensation. In particular, Arizo BV is not liable for damage of any kind suffered by the customer or a third party as a result of transport or delivery.
9. Copyright on completed assignments
Copyright on completed assignments remains reserved to us. Reproduction and/or usage rights are only transferred with the prior written consent of Arizo BV. Brands, drawings, models and software produced on behalf of the customer are transferred under the conditions stipulated in a specific agreement. TERMS OF SALE
10. Payment terms
Invoices are deemed to have been accepted if no written objection has been submitted within 8 days of the invoice date. Our invoices are payable in cash, without discount or rebate, in Antwerp, within 30 days of the invoice date. In the event of non-payment on the due date, the invoice amount shall be increased automatically, by operation of law and without prior notice of default, by 10% as contractual fixed compensation, with a minimum of € 50.00, without prejudice to the conventional late-payment interest of 10% per annum to be charged from the invoice date until the moment of final payment.
11. Cancellation
In the event of unilateral cancellation by the buyer of a sale and/or order accepted by Arizo BV, Arizo BV may choose either to pursue performance of the agreement or to charge, in addition to Arizo BV’s direct costs, 20% of the order amount as loss of profit. This is of course without prejudice to the application of Art. 3 in the case of a sale to a consumer.
12. Express termination clause
In the event of non-payment or insufficient payment on the due date, Arizo BV shall at all times have the right – subject to payments already made by way of lump-sum contractual damages – to refrain from further performance and to reclaim the goods delivered, which are the property of Arizo BV. This express resolutive condition shall take effect automatically and by operation of law with retroactive effect: sending a formal notice by registered letter to that effect therefore merely serves as confirmation of the application of this clause.
13. Additional work
If the customer requests additional work, this additional work is of course entirely at the buyer’s expense and Arizo BV may, if necessary, call on specialists in the field.
14. Language
The fact that the buyer receives these general terms and conditions in a language other than his own does not affect their binding nature with respect to him. At his request, a translation will be made available to him for information purposes.
15. Jurisdiction
In the event of a dispute, only the Courts of the Judicial District of Antwerp – Mechelen (Belgium) shall have jurisdiction, without prejudice to the possibility of summoning the buyer before the Court of his registered office, place of residence or establishment.