1. Applicability
These general conditions of sale apply to all orders transmitted to us. The customer has confirmed, at the time of ordering, to have become acquainted with these general terms and conditions of sale and to accept them irrevocably by the mere fact of his order.
Deviations from these terms and conditions of sale, even if stated on documents issued by the customer or our representatives, are opposable to the company only if confirmed by it in writing. Even then, the present general terms and conditions of sale remain applicable to all other points.
2. Quotation and order confirmation
Unless otherwise stated in writing, our offers are for information purposes only. Every order submitted is binding on the buyer, but the seller is only bound from the sending of an order confirmation. Any inaccuracies or alleged inaccuracies in this order confirmation must be notified in writing by the buyer within 8 days from the date of dispatch of this order confirmation under penalty of cancellation.
An order may only be cancelled by the buyer within a period of eight (8) days from the signing of the final order form. Any subsequent cancellation of an order, for whatever reason, shall give rise ipso jure to the indebtedness by the buyer of a lump-sum compensation equal to 25% of the value of the order with a minimum of 250.00 €.
The sending of an order confirmation is in no way a grant of any territorial exclusivity for the distribution of the goods on behalf of the buyer.
3. Delivery
a. Unless otherwise agreed in writing, the delivery times specified by us are always approximate but never binding. Delays in delivery can never justify cancellation of the order, rescission of the purchase or payment of damages.
b. Except for special provision, delivery shall take place at the buyer's home. Transport will be carried out by the seller and at his risk, but at the expense of the buyer to whom the transport costs will be invoiced.
c. If the buyer fails to accept delivery, the seller shall be deemed to have fulfilled his obligations by written notification to the buyer that the goods are at his disposal.
4. Conforming implementation
a. Conforming execution is guaranteed subject to a usual tolerance. Minor deviations that are customary in the trade or technically unavoidable and minor differences in quality, color, size or workmanship, cannot constitute grounds for complaints.
b. Unless otherwise stipulated in writing, our samples, drawings , dimensions, weights and other data are only approximate descriptions of our products and any deviations from them, of any nature whatsoever, can never be invoked by the buyer to either refuse acceptance of the goods or payment, or to claim breach of contract and/or damages.
5. Obligations and prohibitions on the part of the buyer
a. The buyer undertakes to sell the goods bearing the brands and logos of the manufacturer Teddy S.p.a. (hereinafter the Brands) only at the point of sale specified when registering on the online platform or at the point of sale specified in the order and/or invoice.
b. The buyer is prohibited from selling the goods to third-party resellers or other sales intermediaries.
c. The Buyer is also prohibited from selling the goods via the Internet or by mail order, except by requesting prior and specific written authorization from the Seller by sending a registered letter with receipt or by email to the following email address: Creditcontrol@arw.be
d. The Buyer undertakes not to adopt an unfair pricing policy for the products distinguished by the Marks, the sole purpose of which is to disadvantage any competitors for those products distinguished by those Marks.
6. Complaints and returns
a. Any complaint must be communicated to the seller by registered mail in an accurate and detailed manner within eight (8) days of delivery; after this period, the goods are assumed to be approved by the buyer.
b. Should the goods be affected by a hidden defect, this must be notified to the seller by registered letter within ten (10) days of its discovery, with a precise and detailed description of the problem. The seller reserves the right to replace the legitimately refused merchandise and limits its liability to this replacement of the goods, excluding the rescission of the purchase and any additional compensation for direct or indirect damages.
c. Under no circumstances will the seller accept the return of goods unless it has given its prior written consent.
d. If the buyer refuses to accept goods due to alleged defects, these goods will be stored at the buyer's expense and risk. The goods shall remain at the disposal of the buyer, who shall also be liable for their full price.
7. Price and payment
a. Prices do not include VAT.
b. Payment must be made net no later than 60 days from the invoice date. A 2% discount is applicable for cash payment at 10 days from the invoice date.
c. If the buyer signs a SEPA mandate in favor of the seller, the following payment terms apply: - For cash payment on 10 days from the invoice date, a 4% discount applies; - For payment on 30 days from the invoice date, a 2% discount applies.
d. Any invoice not paid on its due date shall automatically and without prior notice incur interest on arrears equal to 12% per annum and shall also automatically and without prior notice incur liquidated damages equal to 15% of the total unpaid invoice amount, with a minimum of €125.00. c. The non-payment of an invoice on its due date entails the immediate exigibility of all invoices, even those not yet due, notwithstanding the issuance of bills of exchange on later dates which therefore does not entail novation, and also allows us to suspend or cancel all pending orders. d. Our acceptance of bills of exchange, checks or payment terms does not entail a novation or a waiver of our rights to the aforementioned interest and damages.
e. The customer is not permitted to stop payments by relying on complaints, the grounds for which are not recognized by us.
8. Retention of title
The delivered goods remain our property until full payment of the invoices, including any costs, interest and damages. The buyer may therefore in no way dispose of goods not yet paid for in full, more specifically, he may not pledge them to third parties or transfer ownership. The seller has the right to recover from the buyer the goods, which are the subject of an invoice unpaid on the due date, without prior notice. The same applies to all other unpaid goods, whose invoices have become immediately due and payable. Notwithstanding this retention of title, the buyer shall bear the sole risk in relation to the goods delivered.
9. Provision of security and suspension of delivery - SEPA mandate
Regardless of the agreed payment terms, the buyer authorizes the seller at any time, i.e. before delivering or proceeding with delivery, to require a bank guarantee or other security for the fulfillment of its payment obligations, specifying the period within which this guarantee must be delivered. As long as this guarantee is not provided, the seller shall be entitled to suspend all further deliveries. The same applies as long as the buyer fails, in whole or in part, to fulfill his payment obligations regarding deliveries already made.
The seller may require the buyer to sign a SEPA mandate in favor of the seller either at the time of the order or at a later date, but in any case before delivering or proceeding with delivery.
10. Force Majeure
Cases attributable to force majeure or unforeseeable circumstances shall automatically suspend the deadlines for performance of the parties' obligations. Nevertheless, each party has the right to cancel the contract without any compensation if the extension thus caused causes a delay of more than sixty days. Additional postponements after notice of default are not suspended by cases of force majeure or accident.
As soon as a party has or should have knowledge of a cause of impossibility of performance, it shall notify the other party in writing within a reasonable time. Both parties shall make every reasonable effort to limit theconsequences of a force majeure situation.
11. Express resolutive clause
In the following circumstances, the seller has the right to either suspend the execution of the agreement and/or all other sales agreements with the buyer or to terminate this agreement and/or all other sales agreements with the buyer with immediate effect, by operation of law and without prior notice of default, subject to sending a registered letter to the buyer, in each case without any right to compensation from the buyer:
- the buyer refuses to provide additional security, such as a bank guarantee or the signing of a SEPA mandate, in accordance with Article 8 of these terms and conditions
- the buyer is not covered by a credit insurer or ceases to be covered during the term of the agreement - the buyer fails to pay one or more invoices when due
- the buyer prevents or refuses to take delivery of the goods for any reason. In the event of dissolution of the sales agreement(s) at the buyer's expense, the buyer shall in all cases owe the seller by way of damages an amount equal to 25% of the value of the goods that are the subject of the dissolved agreement(s), without prejudice to the seller's right to claim higher damages if his actual loss is higher. The compensation payable by the buyer shall always be a minimum of €250.00.
12. Termination condition
The agreement shall be automatically terminated in case of bankruptcy of the buyer, but also in case of bankruptcy or cessation of production, for whatever reason, of one of the seller's manufacturers and/or suppliers. In the latter case, the buyer cannot claim any right to compensation for any damage whatsoever against the seller.
13. Protection of Trademarks and Copyright.
a. The purchase of goods distinguished by the Trademarks present on the platform does not give the buyer the right to use the Trademarks in any way without the prior written consent of the seller, to be requested at the e-mail address: Creditcontrol@arw.be .
b. Any use of the Marks not previously authorized in writing by ARW will be considered an act of counterfeiting and unfair competition; by way of example and not limited to this, the buyer is prohibited, without prior authorization from the seller, from affixing the Marks to websites, catalogs, stationery as well as using them as a signboard or window sticker.
c. The buyer is prohibited from using the photographic images displayed on the official website www.rinascimento.com, including those of the "BUSINESS AREA" section, and in general of all official, seasonal images of the products distinguished by the Brands.
14. Applicable law and competent court
This agreement is governed by Belgian law, to the exclusion of the provisions of the Vienna Sales Convention. In case of dispute between the parties, the courts of the district of Brussels shall have exclusive jurisdiction.
15. Protection of personal data
When ordering or consulting certain services on the website, the buyer may be required to provide personal data. In this case, the controller of the data collected is: ARW SA, Fashion Gardens Evian 9-17, Avenue Atomium, 1020 Brussels, e-mail: info@arw.be
ARW NV processes the data in accordance with the regulations applicable to personal data and in particular the Act of July 30, 2018 on the protection of natural persons with regard to the processing of personal data and the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
All relevant information on the processing of this data is available on our website www.arw.be or on request at the address shown above.