GENERAL CONDITIONS OF SALE MADE IN ART BV
Article 1. Applicability
1.1. These general terms and conditions apply to all offers, orders, and agreements between MADE IN ART BV, with its registered office at Klaasdekkerstraat 12, 9120 Beveren, and registered under company number 1006.640.066 (hereinafter referred to as ‘MADE IN ART BV’), and the customer, without prejudice to the application of any specific terms and conditions set out in a separate document. The customer acknowledges having read and fully accepted these general terms and conditions. They are deemed to govern the entirety of the business relationship between the parties, not only concerning the offer, assignment, or agreement to which the general terms and conditions were initially communicated but also for all subsequent offers, assignments, and agreements, even if a device is rented out without a written contract. Any deviation from or addition to these general terms and conditions can only be agreed upon in writing and explicitly.
1.2. Acceptance of these general terms and conditions also implies that the customer fully waives the application of their own general terms and conditions.
1.3. The failure of MADE IN ART BV to enforce any right or apply any sanction shall never be construed as a waiver of such right.
Article 2. Offer, Order, and Price
2.1. Every offer made by MADE IN ART BV is non-binding. An agreement between MADE IN ART BV and the customer is only established upon written confirmation of the customer’s order or the commencement (or partial execution) of the agreement by MADE IN ART BV. MADE IN ART BV reserves the right to request an advance payment. If the advance payment is not made on time, MADE IN ART BV may suspend the customer’s order without prior notice of default and without any compensation to the customer.
2.2. The offers of MADE IN ART BV are based on the accuracy of the information provided by the customer when making a request. The customer must provide all necessary information to enable MADE IN ART BV to execute the assignment effectively. The customer bears sole responsibility for the accuracy of the provided information. MADE IN ART BV is not obliged to verify the correctness of the data supplied by the customer. Unless explicitly stated otherwise, any advice provided by MADE IN ART BV is non-binding.
2.3. Unless explicitly agreed otherwise in writing, all prices are stated in euros and exclude VAT. The quoted prices represent the total amount payable by the customer, excluding any delivery and collection costs, fuel costs, lubricants, or other additional charges unless expressly stated otherwise. The price does not cover any additional assignments that MADE IN ART BV and the customer may agree upon at a later stage. Additional assignments will always result in supplementary invoicing, without requiring prior written approval from the customer. The execution of these additional orders constitutes proof of the assignment and the customer's acceptance thereof. Any taxes, environmental contributions, levies, import and export duties, or other charges related to the services provided shall always be borne in full by the customer.
2.4. No rights can be derived from obvious typographical, printing, or clerical errors in (online) catalogs or price lists.
2.5. Any commitments made on behalf of MADE IN ART BV are only legally binding if made by persons authorized to represent the company under its articles of association and statutory delegations published in the Belgian Official Gazette or by persons holding a specific written mandate related to the commitments in question.
2.6. If MADE IN ART BV has reasonable grounds to suspect that the customer is experiencing financial difficulties, lacks any guarantee of solvency, or has previously failed to pay one or more invoices within the stipulated period—either to MADE IN ART BV or to other customers—MADE IN ART BV is entitled to suspend the acceptance or execution of the order until an advance payment or full settlement of a future invoice has been made.
2.7. MADE IN ART BV is free to terminate negotiations at any time. If it is established that MADE IN ART BV has wrongfully terminated the negotiations, it can only be held liable for compensating the actual demonstrable damages, which shall, in any case, be limited to a maximum amount of 250 EUR.
Article 3. Payment
3.1. Invoices from MADE IN ART BV are payable on the due date indicated on the invoice. If no due date is specified, invoices are payable within 14 days from the invoice date. Any costs associated with payment shall be borne solely by the customer.
3.2. In the event of non-payment of an invoice by the due date, a default interest of 1% per month on the outstanding invoice amount will be due automatically and without prior notice of default from the due date. Additionally, a flat-rate fee of 10% of the remaining invoice amount (with a minimum of €150.00) will be due automatically and without prior notice of default, without prejudice to MADE IN ART BV’s right to claim a higher amount in compensation, provided evidence of greater actual damages.
In the case of non-payment by a consumer, after a period of 14 calendar days from the dispatch of a payment reminder, a default interest of 12% per year on the outstanding invoice amount will be due. Additionally, the consumer will owe a flat-rate compensation, calculated as follows based on the outstanding invoice amount:
a) €20 if the outstanding balance is less than or equal to €150;
b) €30 plus 10% of the outstanding amount between €150.01 and €500 if the balance is between €150.01 and €500;
c) €65 plus 5% of the outstanding amount above €500.01, with a maximum of €2,000, if the balance is over €500.
3.3. In the event of non-payment of any invoice by the due date, all other unpaid claims against the customer will become due automatically and without prior notice of default. In such cases, MADE IN ART BV reserves the right to suspend the execution of all ongoing orders without prior notice and without any compensation for the customer.
3.4. If it was agreed that partial invoices would be issued during execution, the failure to pay such invoices on time will be considered a unilateral breach of the agreement. In that case, MADE IN ART BV may suspend the provision of materials and claim compensation for damages, including lost profits. MADE IN ART BV will not be liable for any damages the customer may incur due to the suspension of work.
3.5. If the creditworthiness, financial position, or payment behavior of the customer, in the judgment of MADE IN ART BV, justifies it, MADE IN ART BV is entitled to demand full payment in advance for any future services or deliveries or request (additional) guarantees. If the customer refuses to comply with this request within 15 days, MADE IN ART BV reserves the right to immediately, unilaterally, and without any compensation terminate the agreement. In this case, the customer will owe a flat-rate compensation of 30% of the total price. MADE IN ART BV retains the right to claim a higher compensation if warranted.
3.6. The customer grants MADE IN ART BV a pledge on all their movable (current and future) tangible and intangible goods. This pledge grants MADE IN ART BV the right to be paid preferentially over other creditors from the proceeds of the sale of the customer’s pledged movable goods. The pledge extends to all claims replacing the pledged goods and to the fruits produced by the pledged goods. The pledge guarantees all (existing and/or future) claims of MADE IN ART BV arising from this agreement, up to the principal amount and its related costs, such as interest, penalty clauses, collection costs, and any legal fees. By signing this agreement, the customer authorizes MADE IN ART BV to register the pledge in the National Pledge Register. MADE IN ART BV has the right to enforce the pledge through the legal means provided for, at its discretion.
Article 4: Delivery
4.1. The customer is obligated to accept the goods delivered by MADE IN ART BV at the agreed time (or earlier if the delivery time is shorter). If the customer does not accept the goods, MADE IN ART BV is entitled to charge storage fees to the customer. After a period of 1 week from the scheduled delivery, MADE IN ART BV is entitled to resell the goods to third parties. In such a case, the customer must indemnify MADE IN ART BV for any lower proceeds, additional costs incurred by MADE IN ART BV due to the customer’s failure, and any other damages suffered by MADE IN ART BV. If MADE IN ART BV needs to deliver the goods to the customer through its own actions or those of an external carrier, the associated costs will always be borne solely by the customer. The risk of transport, including any damage or loss of goods during transit, as well as any damage or loss that occurs during loading and unloading by the customer or their representatives, is entirely at the customer’s expense. At the time of delivery, the customer must sign the delivery document to acknowledge receipt. Signing this document implies acceptance of the delivery and any visible defects.
4.2. The delivery dates provided by MADE IN ART BV are purely indicative. In the event of an abnormal delay (+2 months after the initially specified delivery date), the customer has the right to cancel the purchase by registered letter, without judicial intervention, provided that MADE IN ART BV has still not delivered within 1 month after being put in default by the customer via registered letter. The customer expressly and irrevocably waives any other possible legal remedy, particularly the awarding of any form of compensation. Unless the customer is a consumer, in which case the customer is entitled to a compensation of 10% of the invoice amount if MADE IN ART BV fails to deliver within 1 month after the registered default notice. However, in this case, the customer may not procure the goods elsewhere at MADE IN ART BV’s expense. Articles 5.85 and 5.235 of the Civil Code do not apply to the agreement between MADE IN ART BV and the customer.
4.3. The customer undertakes to immediately accept the goods upon delivery and inspect whether the quality and/or quantity of the delivered goods corresponds to what was agreed. Any visible defects in the delivery must be noted on the delivery document or reported in writing to MADE IN ART BV within 5 working days after delivery, with the customer providing a detailed description of the defects. Any use of the delivered goods by the customer implies irrevocable acceptance of the delivery.
4.4. MADE IN ART BV reserves the right to make partial deliveries, which constitute partial sales. The partial delivery of an order can never justify the refusal to pay for the delivered goods.
4.5. Delivery costs are not included in the price.
Article 5: Ownership & Risk
5.1. Ownership of the sold goods will only be transferred to the customer once the customer has fully paid all amounts owed to MADE IN ART BV in return for the goods delivered or to be delivered by MADE IN ART BV, including the agreed price, costs, interest, and any compensation for damages.
5.2. However, the risks of loss or destruction of the sold goods will be borne entirely by the customer from the moment the goods leave the premises of MADE IN ART BV. The customer is at all times responsible for the goods as a prudent custodian, which at a minimum implies that the goods are insured against the usual risks.
5.3. Until the ownership of the sold goods is effectively transferred to the customer, the customer is expressly prohibited from using the delivered goods as payment, pledging them, or encumbering them with any other security interest. This clause is deemed to be repeated for each delivery, where applicable. The customer must immediately notify MADE IN ART BV in writing of any seizure of the sold goods by third parties, and also promptly inform the acting bailiff in writing of MADE IN ART BV's ownership rights on the seized goods.
Article 6: Visible and Hidden Defects
6.1. Any visible defects concerning the delivered goods or services must be reported in writing and in detail to MADE IN ART BV without delay and no later than 5 business days after delivery. Complaints about visible defects submitted after this period will not be accepted by MADE IN ART BV. These complaints are only valid and will only be investigated on the condition that the sold goods have not been used or processed by the customer.
6.2. Any hidden defects concerning the delivered goods or services must be reported in writing and in detail to MADE IN ART BV without delay and no later than 5 business days after their discovery. MADE IN ART BV's liability for any hidden defects in the delivered goods is, in any case, limited to hidden defects that manifest within 6 months of the delivery of the goods. Complaints regarding hidden defects submitted without complying with the double time requirement will not be accepted by MADE IN ART BV. This period cannot be suspended and can only be interrupted by legal action. Any (legal) claim by the customer against MADE IN ART BV will be inadmissible or, at the very least, unfounded in such cases.
6.3. Unless explicitly agreed otherwise between the parties, MADE IN ART BV is not deemed to have knowledge of or to have taken into account the specific use the customer will make of the purchased goods and, therefore, cannot be held liable for this. The customer is solely responsible for the specific use they make of the purchased goods and/or the purposes for which the goods are intended.
6.4. The customer accepts and acknowledges that MADE IN ART BV can invoke the exceptions, exclusions, and warranty limitations that the manufacturer may invoke against MADE IN ART BV, against the customer as well.
6.5. Regardless of the time frame, the customer cannot assert any indemnification claim based on visible or hidden defects if they have altered and/or modified the goods and/or repaired or had the goods repaired by a third party, all without the approval of MADE IN ART BV.
6.6. In the event of a valid complaint concerning visible or hidden defects in the purchased goods, the customer can only claim repair in kind or equivalent replacement by MADE IN ART BV at its discretion, excluding any other remedy, such as return, (partial) refund, compensation, etc. Such complaints do not suspend the customer's payment obligation. Warranty liability for the delivered goods extends, in any case, no further than that of our suppliers. The warranty period for second-hand products is limited to one (1) year from the day of delivery for consumers.
Article 7: Exoneration
7.1. MADE IN ART BV commits to providing the customer with information regarding the agreement prior to its conclusion. However, MADE IN ART BV is not liable for the accuracy, completeness, or correctness of the information provided to the customer before the conclusion of the agreement.
7.2. Except in the case of fraud, intentional misconduct, or gross negligence, MADE IN ART BV is not liable for or required to compensate for immaterial, indirect, or consequential damages, including (but not limited to) loss of profit, loss of revenue, income loss, production limitations, loss of data, administrative or personnel costs, increased general costs, loss of clientele, or claims from third parties. The only remedy for compensation of damages, at the discretion of MADE IN ART BV, is either replacement or a refund of the purchase price. An “intentional error” occurs only when such an error is knowingly and deliberately made by MADE IN ART BV with the intent to harm the customer.
7.3. MADE IN ART BV is not liable for serious or intentional errors committed by its employees, agents, and/or representatives in the performance of their professional duties.
7.4. Any claim by the customer for compensation against MADE IN ART BV expires by operation of law if it is not brought before the competent court within a period of 6 months after the facts on which the claim is based became known to the customer or reasonably could have been known. This period cannot be suspended and is only interrupted by a legal action.
Article 8: Termination
8.1. MADE IN ART BV has the right to terminate the agreement with the customer at any time, with immediate effect, without prior judicial authorization, without prior notice of default, and without payment of any compensation, in the following cases:
- If the customer, despite written notice of default, where a period of at least 15 calendar days is given by MADE IN ART BV, fails to fulfill one or more obligations arising from the agreement in a timely and proper manner;
- In the event of cessation of payments or the (filing of) bankruptcy;
- In the event of liquidation or cessation of the customer's business activities;
- If there is a change in control over the customer;
- If a lien is placed on (part of) the customer's assets;
- If MADE IN ART BV has legitimate reasons to doubt whether the customer will fulfill their obligations to MADE IN ART BV.
8.2. In the event of termination, the customer owes MADE IN ART BV a fixed compensation of 10% of the invoiced or normally invoiced price under the agreement, without prejudice to the right of MADE IN ART BV to claim payment for higher actual damages incurred. Upon termination, all claims of MADE IN ART BV against the customer, regardless of their origin, become immediately due and payable.
Article 9: Force Majeure
9.1. Since the customer's obligation towards MADE IN ART BV is essentially a payment obligation, force majeure on the part of the customer is expressly excluded.
9.2. MADE IN ART BV is automatically relieved of its obligations and is not required to fulfill any commitments or provide compensation to the customer in the event of force majeure. "Force majeure" is understood as a situation where the performance of the agreement by MADE IN ART BV is wholly or partially, temporarily or permanently, prevented by circumstances beyond the control of MADE IN ART BV, even if such circumstances could have been foreseen at the time of the conclusion of the agreement. Without striving for exhaustiveness, the following are considered force majeure events: disruptions in internet or other telecommunications facilities; delays or failures in deliveries by MADE IN ART BV's suppliers; destruction of goods; machinery breakdown; (wild) strikes or "lock-outs"; fire; riots; war; epidemics; government measures; "lock-down"; flooding or water damage; (high) sickness absenteeism; terrorist attacks; electrical, IT, internet, or telecommunications disruptions; decisions or interventions by the government ("fait du Prince") (including refusal, suspension, or cancellation of permits, licenses, or concessions); fuel shortages; weather conditions and/or traffic jams, especially when planned deliveries are hindered due to the physical inaccessibility of the customer; etc.
9.3. MADE IN ART BV commits to making all reasonable efforts to mitigate the consequences of the force majeure situation for the customer. If MADE IN ART BV has already partially fulfilled its obligations at the time of the force majeure event or can only fulfill them partially, MADE IN ART BV may separately invoice the delivered portion or deliver and invoice the remaining portion.
Article 10: Right of Withdrawal
A customer acting as a consumer, who concludes a distance contract or a contract outside of the business premises, has the right to inform the company that they wish to cancel the purchase, without paying a penalty and without providing a reason, within fourteen calendar days starting from the day following the delivery of the goods or the conclusion of the services contract. The purchased goods must be returned to MADE IN ART BV in unused and perfect condition, after which a refund will be issued.
Article 11: Privacy & Data Processing
MADE IN ART collects and processes the personal data received from the customer for the purpose of performing the agreement and managing the accounting. The legal grounds for this are the performance of the agreement, the fulfillment of legal and regulatory obligations, and/or legitimate interests. The data controller is MADE IN ART. These personal data will only be shared with processors, recipients, and/or third parties to the extent necessary for the aforementioned purposes of processing. The customer is responsible for the accuracy of the personal data provided and commits to complying with the General Data Protection Regulation (GDPR) with respect to the individuals whose personal data has been provided to MADE IN ART, as well as regarding any personal data they may receive from MADE IN ART. By accepting these terms, the customer confirms that they have been adequately informed about the processing of their personal data and their rights to access, correct, transfer, restrict processing, erase, and object.
Article 12: Applicable Law – Jurisdiction Clause
12.1. This agreement, as well as all other agreements between the parties, shall be governed solely by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
12.2. For all disputes arising from this agreement or related to it, the exclusive jurisdiction of the courts within the judicial district where MADE IN ART BV has its registered office shall apply.