GENERAL CONDITIONS

1. Application area

1.1. These general terms and conditions (hereinafter referred to as the “Terms”) apply to all quotations, orders or agreements of any nature drawn up or concluded with and by the private limited company under Belgian law “ARTYFOOL.COM”, with registered office at 8800 Roeselare, Rumbeeksesteenweg 274, registered in the Register of Legal Entities Roeselare, Roeselare department under company number 0804.900.753 and with VAT number 0804.900.753 and in particular to those of the webshop “ARTYFOOL.COM” (hereinafter referred to as “ARTYFOOL.COM”) (hereinafter referred to as: the “Webshop”). 1.2. By placing an order, accepting a quotation or concluding an agreement with ARTYFOOL.COM, the customer or client (hereinafter referred to as the “Customer”) expressly declares to have taken note of the Terms and Conditions of ARTYFOOL.COM, to understand them, to accept them and to have a copy thereof. These Terms and Conditions can also be easily consulted via https://artyfool.com/ (hereinafter: the “Website”). 1.3. The Terms and Conditions of ARTYFOOL.COM apply to both companies within the meaning of art. I.1, 1° of the Code of Economic Law, and consumers within the meaning of art. I.1, 2° of the Code of Economic Law. When an article applies solely to consumers, the Customer is referred to as “Customer-Consumer”. 1.4. The Terms and Conditions of ARTYFOOL.COM are to be construed exclusively. Consequently, ARTYFOOL.COM does not agree to the applicability of any other general terms and conditions of its Customer. 1.5. These Conditions, together with (where applicable) the quotation and Purchase Order, constitute the integral agreement (together with the documents to which it may refer and which form part thereof) (hereinafter referred to as the “Agreement”) and fully and exclusively reflect the agreement between the parties with regard to the subject matter of the Agreement and supersede all previous oral and/or written agreements, communications, offers, proposals or correspondence between the parties with regard to the same subject matter. 1.6. Deviations from these Conditions shall only be valid if confirmed in writing by ARTYFOOL.COM in the Agreement. 1.7. The Conditions shall apply to the sale of goods that ARTYFOOL.COM has in stock (hereinafter referred to as “Stock Item” or “Stock Items”) as well as to the sale of goods that are made to measure (hereinafter referred to as “Custom Item” or “Custom Items”). Stock Items and Custom Items shall be collectively referred to as “Piece” or “Pieces”.

2. Offers and quotes

2.1. ARTYFOOL.COM is in no way liable for material errors, typographical errors or printing errors with regard to its offers. Quotations are only to be considered as an invitation to purchase or to place an order by the Customer, unless expressly stated otherwise. A quotation is only valid for the specific sale or order to which it relates and therefore does not automatically apply to subsequent similar orders or purchases.

3. Orders – Delivery

3.1. The Agreement between ARTYFOOL.COM and the Customer will only be concluded after the Customer has placed an order on the Website via the “Purchase Voucher” form or, in the event that the Agreement is not concluded via the Website, via the “Purchase Voucher” form as received from ARTYFOOL.COM and has validly signed it, and ARTYFOOL.COM confirms this order via e-mail (hereinafter referred to as the “Order Confirmation”). In the Order Confirmation, the Buyer will receive a summary of the order and an overview of these Terms and Conditions. ARTYFOOL.COM always reserves the right to refuse orders without stating reasons. Placing an order via a Purchase Voucher implies the express knowledge and acceptance of the Terms and Conditions and the modalities of the order in accordance with the Purchase Voucher. For custom printing, there are two options for supplying the files to be printed. This can be done by direct supply with an online file check, or by supplying them to an employee of ARTYFOOL.COM, who will then carry out a check. 3.2. If the Customer chooses the online file check, the order can only be executed after the Customer has approved the print preview. 3.3. A delivery that does not proceed in accordance with the methods described above must not be accepted by ARTYFOOL.COM. 3.4. The Customer must take into account the fact that colours – of printed matter and layout files – as displayed in an own print-out of ARTYFOOL.COM or as shown on a screen of the Customer, may deviate to a certain extent from the colour of the printed matter after production. Such a deviation is not a ground for non-payment or termination of the Agreement. 3.5. Deviations of up to 5% from the intended format are permitted and do not give the Customer a ground for non-payment or termination of the Agreement. The deviations are determined by comparison (i) in the case of “online check files”: with the file as received by the Customer and (ii) in other cases: with the print preview in PDF format. 3.6. Deviations in numbers are permitted as long as the deviation amounts to a maximum of 5% of the number according to the order. Within this margin, the excess will not be charged and the less will not be settled.

4. Revocation

4.1. The Consumer Customer has a right of withdrawal with regard to the Items purchased via the Webshop. Based on Book VI Market Practices & Consumer Protection of the Code of Economic Law, the Consumer Customer has the right to withdraw from the Agreement within a period of 14 calendar days without giving any reason. The withdrawal period expires 14 calendar days after the day on which the Consumer Customer or a third party designated by the Consumer Customer, who is not the carrier, physically takes possession of the product. 4.2. In order to exercise the right of withdrawal, the Consumer Customer must inform ARTYFOOL.COM of his decision to withdraw from the Agreement by means of an unambiguous statement by post or by e-mail. The Consumer Customer may also use the model withdrawal form for this purpose (downloadable from the Website and also sent with the Order Confirmation), but is not obliged to do so. To comply with the withdrawal period, it is sufficient for the Consumer-Customer to send his communication concerning the exercise of the right of withdrawal before the withdrawal period has expired. This right does not apply to Custom Items. 4.3. If the Consumer-Customer withdraws from the agreement, the Consumer-Customer will receive back from ARTYFOOL.COM all payments he has made at that time, including delivery costs (with the exception of any additional costs resulting from the Consumer-Customer’s choice of a different method of delivery than the cheapest standard delivery offered by the Consumer-Customer) without delay and in any case no later than 14 calendar days after ARTYFOOL.COM has been informed of the Consumer-Customer’s decision to withdraw from the agreement. ARTYFOOL.COM will then reimburse the Consumer-Customer using the same payment method as the Consumer used for the original transaction, unless the Consumer has expressly agreed otherwise. In any case, the Consumer will not be charged any costs for such refunds. ARTYFOOL.COM may wait with the refund until ARTYFOOL.COM has received the Pieces back in full. Refund of the delivery costs by ARTYFOOL.COM will always be made pro rata. However, if ARTYFOOL.COM uses a fixed delivery cost, ARTYFOOL.COM will not be obliged to refund any delivery costs in the event of a partial revocation. 4.4. The Customer-Consumer must hand over the Pieces to ARTYFOOL.COM or have the Pieces collected by ARTYFOOL.COM without delay, but in any case no later than 14 calendar days after the day on which he informed ARTYFOOL.COM of the decision to revoke the Agreement. ARTYFOOL.COM will arrange the collection according to its own choice of transport and in consultation with the customer regarding date and time. The direct costs of returning the Pieces shall be borne by ARTYFOOL.COM, unless otherwise agreed. The returned Piece may not have been used and must be in the same condition as at the time of delivery. Furthermore, the Piece must be returned in the original packaging in which the Piece was sent, whether or not opened and including all accessories supplied with the Piece, so that ARTYFOOL.COM can still resell the Piece to a third party after revocation. The Consumer is only liable for the depreciation of the Pieces resulting from the use of the Pieces, which goes beyond what is necessary to determine the nature, characteristics and functioning of the Pieces. 4.5. The right of revocation does not apply to, among other things:

  • Items that are manufactured according to the Consumer’s specifications or that are clearly intended for a specific person, i.e. when the Agreement concerns Custom Items;
  • Items that can spoil or age quickly or that have a limited shelf life (such as yeasts, enzymes, etc.);
  • sealed Items which – for reasons of health protection or hygiene – are not suitable for return when the packaging has been opened (e.g. additives, etc.);

4.6. Under no circumstances does a Customer who is not a consumer have the right of withdrawal.

5. Delivery/taxation

5.1. Unless otherwise agreed, deliveries will be made as standard in accordance with the Incoterm® “Delivered At Place” (DAP) (Incoterms ® 2010) at the delivery address specified by the Customer in the Purchase Order, or at the registered office of ARTYFOOL.COM, at the Buyer’s choice. The transfer of risk for damage, destruction and disappearance with regard to the Pieces will therefore be transferred at the time of effective delivery. At this time, ARTYFOOL.COM will also be released from its delivery obligation. 5.2. Any delivery that was not explicitly provided for in the Purchase Order and/or the Order Confirmation by ARTYFOOL.COM will be deemed to be an additional delivery at the request of the CUSTOMER and will be charged as such. 5.3. Except with regard to agreements with a Consumer, ARTYFOOL.COM always reserves the right to split deliveries or to attach other conditions to the delivery.

6. Deadlines

6.1. Except in the case of payment by bank transfer after receipt of the invoice, an order will only be shipped after ARTYFOOL.COM has received the payment. ARTYFOOL.COM strives to deliver orders placed before 3 p.m. the next working day, provided that the ordered Pieces are in stock. 6.2. During the online ordering process, the Customer has the option to change the desired delivery date and term, subject to payment of an additional charge. 6.3. The delivery term, including that on the quotes, orders and Order Confirmations, is always indicative and is not an essential component of the obligations of ARTYFOOL.COM towards the Buyer. Exceeding the communicated delivery term can never give rise to payment of any compensation or to the dissolution of the purchase between ARTYFOOL.COM and the Buyer, on the understanding that ARTYFOOL.COM undertakes to deliver within 30 days after payment in any case. Changes to the order will automatically result in the estimated delivery times being cancelled.

7. Advances

7.1. ARTYFOOL.COM reserves the right to request an advance payment equal to 30 to 50% depending on the expected total price when ordering Pieces. 7.2. If ARTYFOOL.COM requests an advance payment, this must be paid immediately to ARTYFOOL.COM by the Customer. If the advance payment is not received by ARTYFOOL.COM in a timely manner, ARTYFOOL.COM has the right to suspend its services until the moment of receipt of payment.

8. Prices

8.1. Unless explicitly stated otherwise, the prices stated on the Purchase Voucher are the total prices (including VAT, import duties, taxes and/or other duties or levies imposed or to be imposed by the government).

9. Payment

9.1. All Orders are always to be paid in advance by the Customer. 9.2. When placing the order, the Customer has the choice between different payment options:

  • Credit card (VISA/MASTERCARD)
  • Maestro
  • Bancontact/Mister Cash
  • iDEAL
  • Prepayment by bank transfer.

9.3. At the discretion of ARTYFOOL.COM, the aforementioned list of payment options may be supplemented with the following for Customers who are not Consumers:

  • payment by bank transfer after receipt of the invoice.

9.4. In the event that payment after invoicing and delivery is accepted, all Pieces and the corresponding invoices are payable in cash on the date of delivery or issue of the Piece (hereinafter the “Invoice Date”) at the registered office of ARTYFOOL.COM or by bank transfer and are due net without discount and without any deduction, except in the event of payment of an advance. 9.5. The term for protesting an invoice expires fifteen (15) calendar days after the Invoice Date and protest must always be made by registered letter to the registered office of ARTYFOOL.COM. 9.6. In the event of non-payment of the invoice, default interest of 1% per commenced month of the unpaid invoice amount will be due by operation of law and without prior notice of default from the following calendar day. Likewise, a fixed compensation of 10% of the invoice amount still due (with a minimum of EUR 100.00) is automatically due by operation of law and without prior notice of default as a penalty clause, without prejudice to the right of ARTYFOOL.COM to claim higher compensation upon proof of higher damage suffered. 9.7. Non-payment by the Customer results in all amounts owed by the Customer to ARTYFOOL.COM becoming immediately due and payable. 9.8. Payment is first charged to the collection costs, then to the compensation due, then to the interest due and then to the principal sum. If the Customer leaves multiple invoices unpaid, a payment will, taking into account the provisions of the previous sentence, first be deducted from the oldest invoice and then from the second oldest invoice, and so on.

10. Retention of title and right of retention

10.1. The Customer only acquires ownership of the Piece at the time of full payment of the price, in principal and accessories. The Piece remains the full property of ARTYFOOL.COM until full payment of the price, in principal and accessories. 10.2. ARTYFOOL.COM is entitled to retain this Piece until the date of full payment of all claims that ARTYFOOL.COM has against the Customer. 10.3. The Customer is not authorised to alienate any piece or encumber it with any security for the benefit of third parties until full payment of ARTYFOOL.COM.

11. Transfer of rights

11.1. ARTYFOOL.COM is entitled to transfer its claims for payment of any sum under any Agreement to a third party.

12. Quality and Complaints Guarantee

12.1. The Customer-Consumer is entitled to a statutory guarantee of 2 years. This statutory guarantee applies from the date of purchase by (or delivery to) the first owner. 12.2. The Customer must carry out an initial verification immediately upon receipt of the Items. This immediate verification obligation relates to (merely exemplary list): quantity, conformity of delivery, visible defects, correct location(s), etc. The Customer must immediately report verifiable deviations, under penalty of forfeiture, in writing (by post or e-mail) to ARTYFOOL.COM within 48 hours of delivery, referring to the correct number of the Purchase Voucher and/or Order Confirmation. 12.3. The use, processing, repackaging and/or resale of the Pieces delivered by ARTYFOOL.COM shall be considered as product inspection and acceptance, shall be deemed to be final delivery of the relevant Pieces, and shall release ARTYFOOL.COM from its responsibilities and liability under these Conditions. 12.4. Complaints regarding hidden defects in the delivered Pieces must, under penalty of inadmissibility, be reported in writing (by post or e-mail) to ARTYFOOL.COM within a period of 48 hours after discovery of the defect, with reference to the correct number of the Purchase Order and/or the Order Confirmation. Such complaints can be reported to ARTYFOOL.COM within the statutory warranty period, provided that ARTYFOOL.COM shall not be liable for any loss of quality that may arise due to causes inherent to the nature of the Piece (including, but not limited to, normal ageing). ARTYFOOL.COM undertakes to accept complaints that have been correctly reported within a period of 60 calendar days after delivery. In no event shall ARTYFOOL.COM be liable for loss of quality and damage resulting from handling or incorrect use of the Parts by the Customer. 12.5. In the event of complaints that are reported to ARTYFOOL.COM in a timely and correct manner, ARTYFOOL.COM will: (1) replace the defective Parts, insofar as the same Parts are still in stock. If the defective Part is no longer in stock, ARTYFOOL.COM may opt to provide the Buyer with (2) an equivalent of the defective Part; or if this is not reasonably possible (3) take back the defective Part, with credit to the Buyer. 12.6. The Customer acknowledges that these measures each separately constitute full and adequate compensation for any possible damage resulting from any defects and accepts that the implementation of these measures cannot be considered as an acceptance of liability by ARTYFOOL.COM. 12.7. The Customer may in no event return Parts to ARTYFOOL.COM without the latter’s prior written consent. ARTYFOOL.COM reserves the right to go to the registered office of ARTYFOOL.COM together with the Customer to determine the defects and to investigate the cause thereof or to demand that the Customer return the Piece in full or in part to ARTYFOOL.COM for investigation purposes. ARTYFOOL.COM will contact the Customer if necessary in order to practically arrange the return of Pieces accepted by ARTYFOOL.COM, whereby ARTYFOOL.COM will bear the costs. This warranty does not apply to (i) external defects determined by the Customer or which should reasonably have been determined by the Customer after accepting the Piece (ii) abnormal use or non-compliant use of the Piece as a normal and prudent person in the same circumstances, (iii) defects in the Piece and their consequences attributable to any external cause, or when (iv) interventions and repairs have been carried out on the Piece by a third party. 12.8. Any mandatory legal warranty or guarantee obligation in favour of a Customer-Consumer remains fully applicable.

13. Complaints/ Liability

13.1. Except for the indemnification by ARTYFOOL.COM in accordance with the statutory warranty provision in article 12.1 of these Terms and Conditions, the liability of ARTYFOOL.COM towards the Customer is limited to the liability that is mandatorily imposed by law and is in any case limited to the lowest of the following two amounts: (1) the respective invoice amount (excl. VAT); (2) the amount that ARTYFOOL.COM receives from its insurer in the context of the respective liability file pursuant to the BA liability policy taken out by ARTYFOOL.COM. 13.2. ARTYFOOL shall in no event be liable for: (1) indirect damage (including, but not limited to, loss of turnover, damage to third parties), (2) defects caused directly or indirectly by the act of the Customer or a third party, regardless of whether this is caused by an error or negligence, (3) damage resulting from the incorrect or inappropriate use of the purchased Pieces, nor for an unintended and/or unwanted interaction resulting from simultaneous use of the Piece with other Pieces, (4) damage resulting from the failure of the Customer, its employees or staff and/or the end user to comply with legal and/or other obligations. 13.3. The Buyer acknowledges that ARTYFOOL.COM does not warrant that the Pieces comply with the regulations or requirements applicable in any jurisdiction, other than the regulations or requirements applicable in Belgium, as applicable at the time of delivery of the Piece to the Buyer by ARTYFOOL.COM, so that ARTYFOOL.COM cannot be held responsible for subsequent changes in law of any nature whatsoever. The liability of ARTYFOOL.COM towards the Customer is limited to what is provided for in these Terms and Conditions.

14. Dissolution

14.1. In the event of contractual default, bankruptcy or apparent inability of the Customer or of ARTYFOOL.COM, the injured party may consider the Agreement dissolved without any notice of default and by operation of law by simple registered letter. In the event of dissolution or termination of the Agreement, the injured party shall be liable to pay a fixed compensation equal to the advance payment already made and at least 10% of the total price of the Parts, without prejudice to compensation for actual damage.

15. Force Majeure and Unforeseen circumstances

15.1. ARTYFOOL.COM shall not be liable to the Customer for any shortcoming or for the consequences of any shortcoming in the performance of the Agreement if this arises from an event that is not attributable to its fault, nor for which it is responsible under the law, legal act or prevailing views. A shortcoming shall in any case not be attributable to ARTYFOOL.COM if it is caused by unavailability and/or scarcity of certain materials; shortage of raw materials; currency fluctuations, increases in the price of materials, prices of auxiliary materials and raw materials, wages, salaries, social security contributions, government-imposed costs, levies and taxes, transport costs, import and export duties or insurance premiums; ice formation; exceptional weather conditions; strike; mobilisation; war; illness; accidents; communication and IT disruptions; government measures; export ban; delay in supply; transport and/or relocation obstacles; including lack of or withdrawal of transport options; export obstacles; import obstacles; breakdown; traffic jam. 15.2. In the event of force majeure or hardship, ARTYFOOL.COM may, in mutual consultation with the Customer, without prior notice of default or judicial intervention being required: (1) propose to the Buyer to replace the missing Parts with a functional equivalent; (2) temporarily suspend the performance of its obligations; (3) extrajudicially terminate the Agreement; and/or (4) invite the Customer to renegotiate the Agreement.

16.

In the event of force majeure, ARTYFOOL.COM is entitled to suspend its obligations under the Agreement. If the force majeure lasts longer than three (3) months, both ARTYFOOL.COM and the Customer are entitled to terminate the Agreement for the non-executable part by means of a written statement without being liable for any damages.

17. Netting

17.1. In accordance with the Financial Collateral Act of 15 December 2004, ARTYFOOL.COM and the Customer shall automatically and by operation of law offset and settle all currently existing and future claims against each other. This means that in the permanent relationship between ARTYFOOL.COM and the Customer, only the largest claim will remain after the aforementioned automatic settlement. This debt settlement will in any case be opposable to the trustee and the other concurrent creditors, who will therefore not be able to oppose the debt settlement carried out by ARTYFOOL.COM and the Customer.

18.1. When the Client places an order for any Custom Piece, the Client retains any intellectual property rights relating to the Piece. 18.2. An order relating to the reproduction of any element supplied by the Client that falls under the provisions of the legislation on intellectual property implies that the Client has the right of reproduction. He therefore indemnifies ARTYFOOL.COM by operation of law against any dispute relating to the right of reproduction. ARTYFOOL.COM is not responsible for infringements of any rights of third parties if he carried out the order in good faith. The Client alone is liable.

19. Processing of personal data

19.1. The Customer acknowledges that ARTYFOOL.COM may process personal data as a data controller as well as third parties appointed by ARTYFOOL.COM to the extent that this is reasonably necessary for the performance of the services provided by ARTYFOOL.COM. The Customer and ARTYFOOL.COM acknowledge and agree that ARTYFOOL.COM will act as a data controller when processing personal data for the stated purposes. ARTYFOOL.COM takes the necessary measures to protect, process and store these personal data in accordance with the applicable legislation, namely the General Data Protection Regulation of 27 April 2016 (GDPR).

19.2. ARTYFOOL.COM refers to the Privacy Policy available on the website of ARTYFOOL.COM (https://artyfool.com/privacy-policy/), where more information can be found about the processing and protection of personal data by ARTYFOOL.COM.

19.3. To exercise his rights regarding his personal data, the client can contact the privacy team of ARTYFOOL.COM: info@artyfool.com

19.4. Both the Customer and ARTYFOOL.COM will comply with applicable data protection laws and regulations when processing personal data.

20. Applicable law, interpretation and choice of forum

20.1. For any interpretation of the Conditions, our Dutch Conditions shall prevail over any Conditions drawn up in a language other than Dutch. 20.2. All Agreements concluded between ARTYFOOL.COM and its Customers shall be exclusively governed by Belgian law. The applicability of the Vienna Sales Convention 1980 is excluded. 20.3. All disputes arising in connection with or resulting from the Conditions and/or Agreements shall be submitted to the courts and tribunals of Roeselare. These Conditions are necessary to protect the legitimate interests of ARTYFOOL.COM and the Customer. Any provision of these Conditions that would be invalid, void or unenforceable due to conflict with any statutory provision of mandatory law or public order, shall have its maximum permitted effect.