ARTE INTERIOR FURNISHINGS SINGAPORE PTE. LTD. GENERAL TERMS AND CONDITIONS OF SALE

1. Scope

These General Terms and Conditions apply to any offer or quote from Arte Interior Furnishings Singapore Pte. Ltd. (“Arte”) and to any agreement between Arte and its Buyer (“Buyer”). By placing an order, the Buyer accepts these General Terms and Conditions and agrees to be bound by them, and the Buyer waives the application of its own General Terms and Conditions. All other general terms and conditions and deviations from these General Terms and Conditions shall neither be applicable to Arte nor valid in respect of any transaction between Arte and the Buyer unless confirmed otherwise by Arte in writing.

Arte and the Buyer shall hereinafter individually be referred to as a “Party” and collectively referred to as “Parties”.

2. Quotes – orders - cancellation

2.1 The Buyer shall issue to Arte enquiries (“Order Enquiry”). Arte shall respond to the Buyer’s Order Enquiry with a quote on the applicable charges and terms (“Quote”). Unless otherwise stated, Arte’s Quotes shall remain valid for 3 months from the date of the relevant Quotes. Terms in the Quotes, including without limitation terms on prices, specifications, calculations, and delivery, and documents accompanying such Quotes including without limitation drawings, photos and/or brochures shall not be binding on Arte unless and until the Buyer places its Order with Arte. The Buyer shall place its order(s) on the basis of the terms offered by Arte in Arte’s Quote (“Order”). Arte shall thereafter confirm the Buyer’s Order in writing (“Order Confirmation”). All Orders by the Buyer, including oral Orders, once confirmed by Arte with its Order Confirmation, are binding on the Buyer.
2.2 This article applies where the Buyer cancels an order for goods, for example where there has been a duplicate order or an error by the Buyer. It does not apply where the goods are faulty or if Arte made a mistake in processing an order.
2.3 In the event of cancellation, even in part, of an Order, the Buyer shall pay a fixed fee of 30% of the sale price of the goods specified in the cancelled Order (excl. GST), to make good the damage and administrative costs incurred, unless proof of greater damage is furnished by Arte (“Cancellation Fee”). If execution or preparation of the Order has already commenced, the Cancellation Fee can be increased to 100% of the specified sale price. (see, further, Clause 2.5 below)
2.4 The Buyer may only cancel an Order for goods which have already left the central warehouse in Belgium, with the prior agreement of Arte whether verbally or in writing, and Arte will arrange for collection of the goods on behalf of the Buyer, if required. Any cancellation of an Order by the Buyer shall only be confirmed by Arte in writing, and Orders remain binding on the Buyer until such time as the Buyer’s cancellation of the Order is confirmed by Arte.
2.5 Where Arte agrees to the cancellation of an Order for goods that have already left Arte’s warehouse, the Buyer agrees to pay Arte, and agrees that such payment is reasonable: (a) a Cancellation Fee of 30% of the price (excluding GST) for the goods specified in the relevant Order Confirmation, for which the Order or part of the Order has been cancelled. This is to cover the administrative and any other related costs in dealing with the cancellation of the order, and in taking the goods back; and (b) carriage costs for the return of the goods to Arte’s warehouse in Belgium. Arte reserves the right to make a full charge for such carriage costs (rather than at the reduced rate originally charged for delivery of the goods to the Buyer, if applicable).

3. Price - payment

3.1 Arte’s prices are always net. GST and all other taxes, including without limitation import duties, levies or fees relating to the delivered goods shall be paid in full by the Buyer. Prices shall be determined separately for each Order and may not under any circumstances be used as the basis for other similar deliveries.
3.2 Time of payment of all invoices is of the essence. Unless otherwise agreed in writing, all invoices shall be payable at Arte’s registered office, at the latest by the due date stated on the invoice. In the event of nonpayment of the invoice on the due date, default interest of 1% per month shall be payable on the outstanding invoice amount and without notice.
3.3 Invoices may only be opposed by registered letter within a period of 8 days after the invoice date.
3.4 Arte shall be entitled, at its sole and absolute discretion, without notice or compensation, to retain possession of the goods (where the goods have not been delivered to the Buyer) or exercise its lien (where the goods have been delivered to the Buyer), to terminate a current agreement with the Buyer with immediate effect, to demand immediate payment of all outstanding claims or to refuse performance except against cash payment if an invoice is not paid in full on the due date, or the Buyer fails to fulfil its obligations arising from an agreement or if the Buyer’s creditworthiness is affected by acts of judicial enforcement or other events that call the confidence in the proper performance by the Buyer of its obligations into question or render such performance impossible.

4. Delivery - retention of title

4.1 The Buyer acknowledges and agrees that in respect of delivery of the goods, time is not of the essence, and any notified or agreed delivery date, whether specified on the relevant Order Confirmation or otherwise communicated to the Buyer by Arte, shall be for information purposes only and is not binding on Arte. A delay in the delivery date shall not give the Buyer entitlement to compensation or cancellation of the sale, nor release the Buyer from any obligation to accept or pay for the goods. Where mutually agreed between Arte and the Buyer, the goods may be delivered to the Buyer ‘Free Carrier’ (FCA) to the Buyer’s postal address The transport of the goods by the carrier is at the risk of the Buyer. Unless otherwise agreed in writing, transport costs shall always be borne by the Buyer. If Arte has to arrange transportation of the goods from Arte (or any other place of operations) to the Buyer’s address, it shall do so as an employee and at the Buyer’s risk.
4.2 Title to the goods shall remain with Arte and shall not pass to the Buyer unless and until the relevant invoice(s) have been paid by the Buyer in full, notwithstanding that the goods may have been delivered to the Buyer’s possession. However, the risk of loss or destruction of the goods shall be borne in full by the Buyer from the moment that the sold goods arrive at the port / place for delivery by carrier. Arte reserves the right to claim back the sold goods wherever they may be located unless and until the goods have been fully paid for by the Buyer; the Buyer shall be obliged to cooperate fully therewith and shall accept the custodian obligations imposed on it and undertakes to store the delivered goods in an appropriate and clean place and to monitor said goods in accordance with the highest standards accepted in the sector. If the Buyer resells the delivered goods, either wholly or in part, before the full price has been paid to Arte, retention of title shall be transferred at the resale price and the Buyer’s claim on its contracting partner shall be assigned to Arte in full or pro rata to the resold part, in the amount of the Buyer’s debt to Arte. The Buyer undertakes to fully indemnify Arte against any losses, damages, claims, and/or any liability incurred or may be incurred by Arte, including against third parties, in respect of the Buyer’s breach of this Clause 4.2.

5. Complaints

5.1 Complaints concerning visible defects (shortage, fault or non-conformity) must, on penalty of lapsing, be notified to Arte within 3 days at the latest from the date of the Buyer’s receipt of the relevant goods. Complaints concerning any visible defects in affixed wallcovering must, on penalty of lapsing, be notified to Arte immediately after the affixing of a maximum of 3 strips of wall covering. Complaints concerning latent defects must, on penalty of lapsing, be notified to Arte within 8 days at the latest after the Buyer has discovered or should have discovered the defect and in any case not later than 6 months after the date of receipt of the Buyer’s goods. Any complaints shall not suspend the Buyer’s payment obligation.
5.2 All complaints shall be made by registered letter or e-mail stating all relevant information, together with a copy of the invoice relating to the delivered goods and a sample of the wallcovering to which the complaint refers, in the absence of which Arte may deem the complaint unacceptable. If the complaint is made in good time and the existence of a defect is established following investigation which is not attributable to incorrect installation or cleaning, misuse or negligence by the Buyer, Arte shall, at its discretion, replace the goods concerned free of charge or shall credit to the Buyer’s account with Arte all or part of the invoice value of the goods, without Arte also being obliged to pay any other form of compensation to the Buyer, whether monetary or otherwise.
5.3 Complaints are dealt with separately from the execution of Orders, so that any complaints do not suspend the payment obligation of the Customer, who remains liable for the payment of the invoices in the manner provided in these General Terms and Conditions.

6. Liability - force majeure

6.1 Arte’s guarantee shall never go beyond free replacement or crediting to the Buyer’s account of the value of the goods that were found to be defective during the guarantee period of 6 months after delivery. No claims whatsoever can be asserted against Arte once the guarantee period has expired. The total liability of Arte and of its employees shall at all times be limited as a maximum to the invoice value of the sold defective goods, except in the case by Arte of gross negligence, wilful misconduct, fraud or deception. Arte shall never be liable for indirect or consequential damage such as, but not limited to, loss of profit, third-party claims, loss of business contracts or Buyers, etc.
6.2 Arte shall not be liable for delayed performance or failure to fulfil its obligations as a result of an event that is beyond Arte’s reasonable control (“force majeure”), including but not limited to strikes, lockout, telecommunication problems, interruptions in transportation, fire, government or administrative regulations or provisions, supply difficulties, scarcity of materials or lack of products for production, shortcomings of suppliers or delayed deliveries or non-deliveries by suppliers. In such cases, Arte shall refund the Buyer in full of any amounts paid by the Buyer in respect of the affected Order(s), and the Buyer shall thereafter not be entitled to claim further compensation from Arte and Arte reserves the right to terminate any Order(s) affected without liability, notwithstanding that such Order(s) may have been confirmed by Arte with Order Confirmation(s). Such refund of the Buyer’s monies paid for the affected goods under the relevant invoice(s) in the event Arte is not able to honor its contractual obligations to the Buyer due to force majeure shall be the Buyer’s sole remedy against Arte.

7. Right to change terms and conditions

7.1 Arte has the right to revise and amend these Terms and Conditions at any time. All changes will be effective from the date of publication on Arte’s site (https://www.arte-international.com/). It is the Buyer’s responsibility to read the General Terms and Conditions before placing an Order.
7.2 The Buyer shall be subject to the General Terms and Conditions in force at the time of placing each Order, unless changes must be made retroactively to any of the General Terms and Conditions by law or governmental decision, in which case changes may also affect Orders already placed.

8. Applicable law - jurisdiction

8.1 All agreements between Arte and the Buyer, as well as these General Terms and Conditions of sale, shall be governed by Singapore law. The United Nations Convention on Contracts for the International Sales of Goods shall not apply.
8.2 Any dispute arising out of or in connection with these General Terms and Conditions and/or any Order(s), including any question regarding their respective existence, validity or termination, shall be referred to the Courts of Singapore. By placing an Order with Arte, the Buyer agrees to submit to the jurisdiction of the Courts of Singapore. However, Arte may opt to submit disputes to the courts where the Buyer’s registered office is located.

9. Miscellaneous

9.1 If any section or clause of these terms and conditions becomes invalid or unenforceable, the other clauses shall not be thereby affected and shall remain valid and enforceable. The clause concerned shall be replaced by a clause that comes as close as possible to the intention of the parties.
9.2 Failure of Arte at any time to require performance by the Buyer of any provision of these General Terms and Conditions or of the terms of any agreement or contract between Arte and Buyer does not affect the right of Arte to require further performance of the relevant terms. Any such waiver by Arte of the Buyer’s performance must be made in writing to be effective and will not be construed as a waiver of any continuing or succeeding breach of such relevant terms, a waiver of the relevant term itself, or a waiver of any right under these General Terms and Conditions or of the terms of any agreement or contract between Arte and the Buyer.

10. Privacy Policy

Arte, as the Data Controller of the Buyer’s personal data, may process the data when placing an Order in order to execute and manage the Orders and prepare invoices. You can find more information and exercise your privacy rights on our website: https://www.arte-international.com/en/legal/privacy-policy.