General Terms and Conditions of Sale

1. PURPOSE AND SCOPE
These General Terms and Conditions of Sale (“Terms”) define the legal framework that applies to all quotations, offers, sales, and deliveries of products and related services by Arte Viva B.V. (“Arte Viva”).

The purpose of these Terms is to ensure clarity, consistency, and fairness in Arte Viva’s relationships with its customers and business partners. They apply to all agreements with companies, institutions, distributors, and professional buyers, as well as to individual customers where applicable.

By placing an order, confirming a quotation, or accepting a delivery, the Buyer acknowledges that they have read, understood, and accepted these Terms. Unless explicitly approved in writing by Arte Viva, any general purchasing conditions or other terms proposed by the Buyer are excluded and have no legal effect.

Arte Viva may revise or update these Terms from time to time. The version published on Arte Viva’s website at the time an order is placed shall apply to that transaction.

2. DEFINITIONS
For the purpose of these Terms, the following definitions apply:

Arte Viva – refers to Arte Viva B.V. with its registered office in Wijk bij Duurstede, The Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 30195996, acting as the seller of products and related services under these Terms.
Buyer – refers to any company, organization, or individual that places an order with Arte Viva, receives a quotation, or purchases products or related services.
Products – means all goods, materials, or items supplied by Arte Viva, including any accessories, packaging, documentation, or spare parts delivered under the contract.
Services – means any activities or assistance provided by Arte Viva in connection with the sale or delivery of products, such as installation advice, customization, or after-sales support.
Order – means any confirmed purchase or acceptance of a quotation issued by Arte Viva, forming a binding contract between Arte Viva and the Buyer.
Contract – refers to the legally binding agreement between Arte Viva and the Buyer, consisting of the accepted quotation or order confirmation together with these Terms.
Quotation / Offer – means a written or electronic proposal issued by Arte Viva that specifies products, prices, and conditions, valid for a limited time unless otherwise stated.
Delivery – refers to the moment when the products are handed over to the Buyer, the Buyer’s carrier, or another party designated by the Buyer, in accordance with the agreed delivery terms.
Force Majeure – means any event beyond the reasonable control of Arte Viva or the Buyer that prevents the fulfilment of obligations under the contract, such as natural disasters, strikes, war, transport disruptions, or government restrictions.
Written / In Writing – includes communication by letter, email, or other electronic form that provides a permanent record of the agreement or confirmation.

3. OFFERS AND QUOTATIONS
All quotations and offers made by Arte Viva are issued without obligation, unless expressly stated otherwise in writing.

An offer remains valid only for the period indicated therein or, if no period is stated, for thirty (30) days from the date of issue.

Arte Viva reserves the right to modify or withdraw an offer at any time before the Buyer has accepted it in writing. Any prices, product descriptions, or delivery times stated in an offer are provided for informational purposes and may be adjusted, if necessary, for example due to material price changes or availability.

A quotation or offer does not automatically apply to future orders.

4. ORDERS AND ACCEPTANCE
An agreement between Arte Viva and the Buyer is formed only when Arte Viva has confirmed the Buyer’s order in writing (by email or other permanent means), or when Arte Viva has begun fulfilling the order.

Oral promises, estimates, or arrangements are binding only if confirmed in writing by Arte Viva.

The Buyer must ensure that the order details and any technical or delivery specifications provided to Arte Viva are correct and complete. Arte Viva is entitled to rely on this information when preparing a quotation or executing an order.

Any amendment or cancellation of a confirmed order requires Arte Viva’s prior written consent. Arte Viva may charge the Buyer for costs or losses arising from such changes or cancellations.

Arte Viva reserves the right to refuse any order, in whole or in part, at its reasonable discretion — for example, in the event of product unavailability, credit risk, or non-compliance with these Terms.

5. PRICES
All prices quoted by Arte Viva are expressed in euros (EUR), unless stated otherwise, and are exclusive of value-added tax (VAT), import duties, transport costs, insurance, and other applicable charges, unless explicitly included in the quotation or order confirmation.

Arte Viva reserves the right to adjust prices prior to order confirmation in the event of changes in production costs, material prices, transport rates, or currency fluctuations. Prices stated in catalogues, price lists, or marketing materials are provided for reference only and do not constitute binding offers.

If an obvious clerical or calculation error occurs in a quotation or confirmation, Arte Viva reserves the right to correct it, without the Buyer being entitled to claim compensation.

6. PAYMENT TERMS
Unless otherwise agreed in writing, Arte Viva may require full or partial prepayment before processing or dispatching an order. In certain cases, Arte Viva may also request a deposit or other form of security, depending on the Buyer’s payment history or credit assessment.

Where credit terms have been granted, invoices are payable within thirty (30) days from the invoice date, unless a different payment period has been explicitly agreed in writing. All payments must be made in full, without deduction, set-off, or suspension, to the bank account indicated by Arte Viva.

If the Buyer fails to make payment by the due date, Arte Viva reserves the right to suspend further deliveries, withhold ongoing orders, or terminate the agreement without prior notice, without prejudice to Arte Viva’s right to compensation for losses suffered as a result, including statutory interest and reasonable collection expenses.

7. RIGHT OF RETENTION AND RECOVERY OF GOODS
7.1 Right of Retention

If the Buyer fails to fulfil its obligations under this Agreement — in particular the full and timely payment of the purchase price — Arte Viva reserves the right to suspend delivery, withhold shipment, or retain ownership of the goods until the Buyer has met all outstanding obligations in full.

7.2 Reminders and Notice of Default

Before exercising this right, Arte Viva shall send the Buyer two written reminders requesting settlement of the outstanding payment.

If the Buyer remains in default after the second reminder, Arte Viva may issue a formal notice of default, after which the rights described in this section may be exercised without further delay.

7.3 Retrieval of Goods

Following a notice of default, Arte Viva is entitled to repossess or collect delivered goods that remain unpaid. All costs associated with such retrieval — including transport, handling, and administration — shall be borne by the Buyer.

7.4 Other Rights

The exercise of the right of retention or recovery shall not affect any other rights or remedies available to Arte Viva under these Terms or applicable law, including the right to claim damages, interest, or to terminate the agreement.

8. DELIVERY TERMS
Unless otherwise agreed, Arte Viva will arrange transportation of the products on behalf of the Buyer. The applicable delivery terms will be specified in each quotation or order confirmation, as they may vary depending on the delivery destination and logistical requirements.

When Arte Viva arranges transport, this shall be done at the Buyer’s cost and risk, unless explicitly agreed otherwise. Arte Viva is not liable for any loss, delay, or damage occurring during transport once the products have left its warehouse.

Delivery dates and times are indicative and provided for planning purposes only, unless expressly confirmed in writing by Arte Viva. While Arte Viva will make every reasonable effort to meet agreed delivery schedules, it shall not be held liable for delays resulting from factors beyond its reasonable control, including but not limited to delays by suppliers, transport disruptions, or customs procedures.

9. EXW (EX WORKS)
If the Buyer specifically requests EXW (Ex Works) delivery, an EXW administration fee will apply. The amount depends on the number of pallets and/or loose cartons and will be included in the quotation.

If the Buyer informs Arte Viva of an EXW preference after receiving a quotation, the quotation will be revised to include the applicable EXW fee, unless otherwise agreed in writing.

Pick-up of goods must always be arranged and confirmed in advance with Arte Viva and will take place from Arte Viva’s warehouse. The Buyer is responsible for ensuring timely collection on the agreed pick-up date. Failure to collect the goods on time may result in additional storage or handling costs, which will be charged to the Buyer.

At the time of collection, the driver or carrier acting on behalf of the Buyer must sign the CMR (Consignment Note) and the Collection Statement (Afhaalverklaring) confirming receipt of the goods in good order and their intended destination. The Buyer shall subsequently provide Arte Viva with proof of delivery, such as a scanned copy of the CMR signed upon receipt or other suitable evidence confirming arrival. This documentation is required for accounting and VAT compliance purposes. Missing or late proof of delivery may result in VAT being charged to the Buyer.

From the moment the Buyer or the Buyer’s appointed carrier collects the goods from Arte Viva’s warehouse, all risks related to loss, damage, or delay shall pass to the Buyer.

10. PARTIAL DELIVERIES AND SPLIT SHIPMENTS
Arte Viva may, at its discretion, deliver an order in multiple partial shipments if this supports timely delivery, product availability, or logistical efficiency.

A delay or issue affecting one partial shipment shall not entitle the Buyer to cancel, refuse, or delay payment for other deliveries under the same order, nor to claim compensation for such delays.

If the Buyer specifically requests deliveries to be made in separate shipments or on different dates, any additional transport or handling costs arising from such arrangements shall be charged to the Buyer, unless otherwise agreed in writing.

11. RECEIPT AND INSPECTION OF GOODS
The Buyer shall inspect the products immediately upon delivery to verify that they correspond with the order in terms of quantity, quality, and condition. Any visible defects, damage, or discrepancies must be reported to Arte Viva in writing within ten (10) working days from the date of delivery. If no written notice is received within this period, the products shall be deemed accepted and in conformity with the order, and visible claims submitted after this period will not be accepted.

The notification must include a clear description of the issue, supporting photos showing the defect or damage, and a copy of the relevant packing list. If no written notice is received within this period, the products shall be deemed accepted and in conformity with the order.

Any non-visible or hidden defects that could not reasonably be detected upon delivery must be reported to Arte Viva in writing within five (5) working days of discovery, and no later than three (3) months after delivery, unless otherwise agreed in writing. Arte Viva may request that the Buyer provide samples, photos, videos, or other evidence for assessment.

12. RETURNS
No products may be returned to Arte Viva without prior written authorization. Approved returns must follow Arte Viva’s return instructions and be sent in their original packaging and in resalable condition, unless the return concerns a confirmed defect.

Returned products are subject to Arte Viva’s inspection upon receipt. Arte Viva may, at its discretion, credit, repair, or replace the goods, depending on the nature of the defect and the agreement with the Buyer.

Unless otherwise agreed, all transport costs related to returns are borne by the Buyer. Complaints or returns do not suspend the Buyer’s payment obligations for any outstanding invoices.

13. PRODUCT QUALITY
Arte Viva guarantees that all products supplied are manufactured and inspected in accordance with applicable quality standards and are suitable for their intended purpose when used and installed correctly. Technical specifications, dimensions, and materials are provided in good faith and may be subject to minor variations consistent with normal production tolerances.

14. WARRANTY
Arte Viva provides a warranty period of twelve (12) months from the date of delivery, unless otherwise specified in writing. The warranty covers defects in materials or workmanship that appear under normal use and storage conditions.

The warranty does not apply to defects or damage resulting from:

Incorrect installation, use, or maintenance by the Buyer or third parties;
Normal wear and tear or natural ageing of materials;
Modifications or repairs not authorized by Arte Viva;
External causes such as accident, damage caused by objects or people, neglect, improper handling, or environmental conditions.

Arte Viva’s warranty obligation is limited, at its discretion, to repairing, replacing, or crediting the defective products. Any replaced or credited goods become the property of Arte Viva.

15. LIABILITY
Arte Viva’s liability, whether contractual or otherwise, is limited to the amount of the invoice value of the specific products that caused the damage. Under no circumstances shall Arte Viva be liable for indirect, incidental, or consequential damages, including but not limited to loss of profit, business interruption, or loss of data.

The Buyer shall indemnify Arte Viva against all claims from third parties arising from improper use, installation, or handling of the products.

Arte Viva remains responsible only to the extent required under Dutch law and applicable European Union legislation.

16. FORCE MAJEURE
Arte Viva shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond its reasonable control.

Events of force majeure include, but are not limited to: natural disasters, extreme weather conditions, war or armed conflict, acts of terrorism, government restrictions, pandemics, strikes, lockouts, transport disruptions, shortages of materials or energy, supplier delays, or failures of communication or logistics networks.

During a period of force majeure, Arte Viva’s obligations are suspended. Arte Viva will notify the Buyer as soon as reasonably possible of the occurrence and expected duration of such circumstances.

If the force majeure situation continues for more than ninety (90) days, either party may terminate the affected part of the agreement in writing, without any obligation to pay damages. In such a case, Arte Viva is entitled to payment for all goods already delivered and for any costs reasonably incurred in connection with the remaining order.

17. TERMINATION AND SUSPENSION
Arte Viva reserves the right to suspend or terminate any agreement, in whole or in part, with immediate effect and without prior notice, if:

The Buyer fails to fulfil any obligation under these Terms or under any other agreement with Arte Viva;
The Buyer fails to make payment by the due date;
The Buyer becomes insolvent, is declared bankrupt, applies for suspension of payments, or is otherwise unable to meet its financial obligations;
The Buyer’s assets are seized or placed under administration; or
The Buyer’s business is liquidated, transferred, or significantly altered without prior written notice to Arte Viva.

In any of these cases, Arte Viva shall not be liable for any resulting losses or damages suffered by the Buyer. Arte Viva retains the right to claim compensation for all losses, costs, and damages arising from such non-compliance or termination.

Suspension or termination under this clause shall not affect any rights or obligations that have already accrued before the date of termination, including the Buyer’s obligation to pay for goods already delivered.

18. GOVERNING LAW AND JURISDICTION
All quotations, offers, sales, and agreements between Arte Viva B.V. and the Buyer are governed by Dutch law, with due regard to the applicable laws and regulations of the European Union.

In the event of any dispute or legal proceedings arising out of or in connection with these Terms, or any agreement between Arte Viva and the Buyer, Dutch law shall apply, and the dispute shall be submitted to the competent court in Utrecht, the Netherlands, unless Arte Viva designates another competent court.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

19. MISCELLANEOUS PROVISIONS
If any provision of these Terms is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a clause that most closely reflects the original intent and purpose of the provision.

The Buyer may not assign or transfer any rights or obligations under these Terms without Arte Viva’s prior written consent. Arte Viva may assign its rights or obligations to an affiliated company or a designated third party, provided that this does not adversely affect the Buyer’s rights under the agreement.

All communications and notices under these Terms must be made in writing and sent to the contact details provided by Arte Viva or as otherwise indicated in the quotation or order confirmation.

20. CONTACT AND APPROVAL
For all questions, notifications, or communications regarding these Terms or any agreement with Arte Viva B.V., please contact: info@arteviva.nl.

Last updated: 02 Dec 2025