General terms and conditions of sale


Unless otherwise agreed in writing, the general terms and conditions apply to all quotations made by ARLU nv, to all contracts concluded between ARLU nv and the customer, and to all invoices issued by ARLU nv, regardless of whether the customer's residence or registered office is in Belgium or abroad, and regardless of whether the delivery is to be performed in Belgium or abroad.  The customer's general purchase conditions are only valid if they have been accepted in writing by ARLU nv. In the event of a discrepancy between the general purchase conditions thus accepted and the present general terms and conditions of ARLU nv, the latter shall prevail. 


Quotations are valid for 30 days from the date of issue, unless expressly stated otherwise. 

If certain costs that have an impact on the price stated in the quotation increase, due to circumstances beyond ARLU nv's control, such as increases in duties and excise duties on the products to be delivered, increases in freight rates, increases in the prices of basic products or raw materials, increases in labour costs as a result of legal provisions or national or sectoral collective labour agreements, fluctuations in the currency rates, etc., ARLU nv is entitled, upon simple notification, to increase prices proportionally.

A deviation from the quotation is also possible, if certain factual data provided by the customer, which were important for the price determination, do not appear to correspond to reality. 

Commitments of ARLU nv

The commitments entered into by ARLU nv are only binding after written confirmation on its part. 

Contractual relationship

All agreements between ARLU nv and the customer are part of one overall contractual relationship. If the customer fails to meet his commitments under a particular contract, ARLU nv may suspend further performance of both the contract in question and any other current contracts. 


  • Unless otherwise agreed in writing, all contracts concluded by ARLU nv with the customer are "Ex Works". Consequently, ARLU nv fulfils its delivery obligation when it has made the goods available to the customer on its premises. The customer is allowed to be represented by someone. If the goods have not been collected by the customer on the delivery date, for whatever reason, the merchandise will remain on ARLU nv's premises at the customer's expense, risk and costs, including the risk of fire. The customer shall bear all costs and risks related to the transport of the goods from ARLU nv’s premises to the desired destination, even if carriage-paid delivery has been agreed. 
  • The agreed delivery periods are indicative unless otherwise agreed in writing. These deadlines will be respected as far as possible. Exceeding the delivery period cannot give rise to any liability on the part of ARLU nv, nor can it be a ground for dissolution of the agreement. 
  • The customer is obliged to check the good condition of the goods before taking delivery of the goods, to count the number of delivered items and, if necessary, to make the necessary reservations to the carrier, which is solely responsible. 
  • Changes to the order - if accepted by ARLU nv - automatically mean that the predefined delivery period is extended. Exceeding the payment term of advance payments is automatically added to the delivery term. 

Force majeure

ARLU nv's liability cannot be invoked when its failure to fulfil its obligations is due to cases of force majeure, such as war, riots, partial or general strikes, partial or general lock-out, infectious diseases, operational accidents, fire, machine breakdown, bankruptcy of suppliers, lack of raw materials, etc. Force majeure shall in no case entitle the customer to rescind the contract or to claim damages. 

Refuse of goods / breach of contract by the customer

If the customer refuses to deliver the purchased goods, or if the customer fails to fulfil his obligations towards ARLU nv, ARLU nv may opt either for the full or partial dissolution of the agreement resulting in damages, or for its enforced execution. It is sufficient that ARLU nv makes its express will known to this effect. 

Any dissolution of the agreement shall take place ipso jure and without prior notice of default or judicial intervention, following notification by registered letter. The customer is hereby bound to compensate ARLU nv for all damages suffered, including loss of profit, administrative costs, transport costs, storage costs, etc. 

In addition, ARLU nv shall be entitled to suspend, in whole or in part, the further performance of both the agreement in question and any other current agreements. 


  • Upon delivery, the customer shall check whether the delivered goods show any visible damage or defects. Visible damage or defects must be specifically and accurately reported by the customer on the consignment note and by registered letter or fax within 48 hours of delivery to ARLU nv. Late complaints are inadmissible. 
  • Any complaint regarding hidden defects must be made by registered letter, sent at the latest within one month after delivery. Late complaints are inadmissible. 
  • In the event of an admissible and well-founded complaint concerning defects in the goods, ARLU nv shall replace or repair the delivered goods. ARLU nv can never be obliged to pay any other compensation, nor can any other sanction be imposed on it. 

Assembly and installation 

Assembly and installation can never be part of the contract between ARLU nv and the customer. The customer must provide, at his own expense, all assistance and materials required for assembly and installation. 

Acceptance of invoice - payment 

Each invoice shall, in the absence of a protest by registered letter within 8 days of it being sent, be considered as accepted. 

All invoices are payable at the registered office of ARLU nv. Payment by transfer, bill of exchange or any other means shall not be regarded as a waiver of this provision and shall not imply novation. Unless otherwise agreed in writing, ARLU nv invoices are payable within 30 days of the invoice date. 

If ARLU nv's confidence in the customer's creditworthiness is shaken by the execution of certain court orders against the customer and/or demonstrable other events, which may put into question and/or make it impossible to have confidence in the proper fulfilment of the commitments entered into by the customer, ARLU nv reserves the right, even if the goods have already been shipped in full or in part, to suspend all or part of the order and to demand suitable guarantees from the customer. If the customer refuses to do provide such guarantees, ARLU nv reserves the right to cancel all or part of the order. All of the above applies without prejudice to ARLU nv's rights to damages and interest. 

In the event of full or partial non-payment on the due date, the outstanding invoices shall, ipso jure and without prior notice of default, accrue late payment interest at a rate of 12% per annum and the outstanding balance after an unsuccessful notice of default shall be increased by 10% of the invoiced amount, with a minimum of EUR 125, even in the event of granting periods of grace. The non-payment on the due date of a single invoice renders the balance due of all other invoices, even those not yet due, immediately payable ipso jure.

Intellectual and industrial property rights 

All intellectual and industrial property rights relating to drawings, designs, calculations, etc., made by ARLU nv on behalf of the customer and handed over to the customer, shall remain the property of ARLU nv and may only be disclosed or used by the customer for the execution of the present contract. 

Retention of title

The goods delivered to the customer by ARLU nv remain the property of ARLU nv until all amounts owed by the customer to ARLU nv, including interest and costs, have been paid. 

The customer undertakes not to sell, process or dispose of the goods that are the subject of the retention of title as long as they have not been paid for in full. The advances paid shall remain acquired by ARLU nv to compensate for possible losses on resale. 

Applicable law and jurisdiction clause

All disputes between the customer and ARLU nv shall fall under the exclusive jurisdiction of the competent courts of the judicial district of Oudenaarde. The relationship between the customer and ARLU nv shall be governed exclusively by Belgian law. 

Independence of clauses - Dutch text  

The possible nullity of one or more clauses of these conditions does not affect the applicability of all other clauses. In the event of a dispute regarding the interpretation of these conditions, the Dutch text shall always prevail.