General terms and conditions Alsico – v2020.01
- Application and acceptance
1.1. These general terms and conditions of sale govern all contractual relations between Alsico NV, with registered office at Zonnestraat 223/229, 9600 Ronse and registered in the KBO under number 0400.191.316 (hereinafter “Alsico”) and each customer. Only Alsico can deviate from these general terms and conditions on orders, invoices or any other form of communication from Alsico. These deviations are not suspected.
1.2. In the event of a conflict between the general terms and conditions and later more specific documents of Alsico, the content of the later documents will prevail.
1.3. The parties agree that these general terms and conditions are deemed to have been accepted by the customer as soon as they have been transferred to the customer, or have been made available with express reference (eg on the Alsico website).
2.1. The customer accepts that these terms and conditions are the result of the economic and legal balances that exist between the buyer and seller in this market and for the goods ordered, and confirms that they have been balanced.
3.1. Each quotation commits Alsico for a maximum period of 90 calendar days, and this only with regard to the non-indicative parts (such as eg the price and the product specifications) of the quotation. After this period, Alsico reserves the right to no longer accept the order or change the conditions.
- Orders and cancellations before delivery
4.1. The consensus to purchase the customer’s goods is established by placing an order (whether or not after Alsico has received a quotation). The placing of an order by the customer is therefore binding. Orders can be placed via a signed offer, by e-mail or any other written communication. The purchase agreement is concluded after Alsico accepts the order.
4.2. Order cancellations can only be effected after written and explicit acceptance thereof by Alsico.
In case of cancellation or if the agreement cannot be further elaborated by the customer, Alsico can in any case claim a lump sum payment of 30% on the total price of the order, as compensation for the costs already incurred by Alsico and the lost profit. However, Alsico always reserves the right to reclaim full damage if it exceeds the value of the lump sum compensation.
- Special legislation
5.1. The customer confirms to have read and accepted the European Regulation No. 1007/2011 on the description of the abbreviations used for the fabric composition in a garment as well as all other legislation concerning the use of the goods.
- Delivery period
6.1. All delivery times stated in quotations or otherwise by Alsico are only indicative and are approximate. The delivery period does not imply a result obligation. The terms can be unilaterally shortened or extended by Alsico on the basis of internal planning and / or other reasons, without this postponement giving rise to termination of the contract, refusal of the goods or compensation.
Specific ordering and delivery procedure for goods produced in special circumstances
6.2. For goods that are produced during or as a result of special circumstances (e.g. epidemics, pandemics, wars, or other exceptional events with far-reaching consequences on the social and economic landscape), such as mouth masks, a specific ordering and delivery procedure is provided that Alsico allows (i) to adapt its internal organization to the consequences of special circumstances and (ii) to meet the delivery times for various customers as well as possible.
This procedure is determined as follows:
– The customer transmits the order to Alsico by e-mail;
– In response to the order, Alsico will provide an initial indication of delivery time and total cost price based on its internal planning;
– After receipt of the first indication and the total cost price, the customer confirms the order by e-mail, after which the purchase is made and the customer proceeds to pay the full cost price to the account number of Alsico:
- IBAN BE43 4439 0013 0101.
- BIC KREDBEBB
– Only when the payment is received by Alsico, a second and final indication of the delivery period is communicated, which may deviate from the first indication of the delivery period due to the interim planning change or due to special circumstances, without the possibility of cancellation for the customer.
6.3. The general rules from the general terms and conditions apply where possible to the specific order and delivery procedure. Both delivery times are always indicative. Transfer of ownership for goods referred to in art. 6.2. however, only take place upon delivery, provided that in accordance with art. 6.2. is payed.
- Retention of title and risk
7.1. Alsico remains the owner of the goods delivered by it until full payment of the price, except as provided in art. 6.3.
7.2. The risk over the goods is transferred to the customer at the time of the conclusion of the purchase agreement.
- Intellectual property and confidentiality
8.1. Alsico remains the owner of all intellectual property rights in all goods developed for the customer (including, but not limited to, designs, sketches, drawings, images and their realizations in the goods). The delivery of the goods does not imply a transfer of the intellectual property rights.
8.2. All designs (designs, sketches, drawings, images, etc.) supplied by Alsico are exclusively intended for goods produced by Alsico and may not be reproduced, disclosed or communicated to third parties without Alsico’s prior consent. These materials, as well as all other information provided by Alsico are considered to be trade secrets and can only be used by or with the express approval of Alsico.
8.3. Intellectual property rights valid on all materials (eg logos) that the customer makes available as part of contractual and pre-contractual relationships will continue to provide the customer or the third party authorized by the customer with Alsico’s resources. The customer grants Alsico the right to use these materials for the development of an offer and the manufacture of the goods. The customer guarantees that upon delivery, materials delivered do not infringe the rights of third parties. The customer fully indemnifies Alsico against all claims and contingent liabilities in connection with damage to third parties, and will bear the costs incurred by Alsico as a result of these claims and debts.
- Defects and returns
9.1. Visible defects must be reported to Alsico in writing and with an accurate description of the defects within 8 calendar days of delivery. Failure to comply with these formalities or terms will result in the inadmissibility of the claim for non-conforming delivery.
9.2. Hidden defects must be reported to Alsico immediately in writing and with an accurate description of the defects. For the assessment of hidden defects, the defect will always be presumed to have been caused by usual wear. It is up to the customer to refute this presumption with rebuttal evidence. The short term from art. 1648 B.W. is determined by the parties within 5 working days after adoption. Negotiations between the parties do not suspend this period.
9.3. If the buyer wishes to return goods for which no defects were found, this can only be done under the following cumulative conditions: (i) after permission from Alsico, (ii) if the merchandise has not yet been put into use, is still in the original packaging and (iii) insofar as Alsico still offers this product within its range.
Special arrangement in case of goods produced in special circumstances
9.4. In the case of goods produced in special circumstances, such as mouth masks, the period for accurately reporting visible defects in writing is one working day after delivery. Failure to comply with these formalities will result in the inadmissibility of any claim.
9.5. Due to the specific nature of these goods and the particular circumstances in which they were produced, the customer cannot institute a claim (i) under hidden defects or (ii) under any defect regime when the goods have already been put into use .
10.1. Alsico can never be held liable for damage resulting from the misuse of the product by the customer, which will be suspected at the occurrence of any damage and will have to be rebutted by the customer with evidence to the contrary.
10.2. Alsico meets the legal standards for the goods it produces, but can never be held liable for any medical or health damage that may have been caused by other factors (such as, but not limited to, working conditions, personal medical or physical history, specific and not prior use notified to Alsico, etc.).
10.3. In the event of defects with regard to the product, the maximum compensation payable by Alsico will be limited to the invoice value of the product. However, if the raw materials are imposed by the customer, the maximum compensation will be calculated on the invoiced end product excluding the raw materials.
11.1. The payment term of 30 calendar days starts immediately from the receipt of the invoice.
11.2. Protest against an invoice must be reported to Alisco in writing and with reasons within 5 calendar days of receipt. Failure to comply with these formalities and time limits will result in the inadmissibility of any claim. After the period of 5 calendar days, the invoice and the data contained therein are deemed to have been accepted.
11.3. In the event of non-payment of one of the invoices on the due date, it becomes due and payable by operation of law and without notice of default, as do all other debts, even those that have not yet matured. I.g.v. late payment, the invoice amount will be increased by operation of law and without prior notice of default by 1% interest on arrears per month. The seller reserves the right to increase the invoice amount by 10%, with a minimum of EUR 130 as compensation for the costs incurred.
11.4. This article and its sub-articles only apply to goods produced in special circumstances, insofar as art. 6.2. does not provide for specific arrangements.
- Force majeure
12.1. Force majeure means any unforeseen event not attributable to one of the contracting parties. Examples of force majeure include: strike, war, lockout, riot, epidemic or pandemics and subsequent government action, illness, fire, change in transportation rates, customs rates, government action in general, late delivery by supplier, strike with suppliers, bankruptcy of the supplier, labor and fuel shortage.
12.2. Any case of force majeure gives Alsico the right to temporarily or permanently fail to fulfill its obligations arising from the agreement.
12.3. Under no circumstances will Alsico bear any liability for any non-fulfillment on the grounds of force majeure. The customer cannot terminate the agreement for non-fulfillment of the obligations due to force majeure.
12.4. The already known and yet to be experienced consequences of COVID-19 are expressly regarded as force majeure, eg. to temporarily suspend or postpone the indicative delivery.
12.5. Force majeure will never be able to justify the temporary or permanent non-fulfillment of the customer’s payment obligations.
- Competent court
13.1. Any dispute regarding these general terms and conditions falls under the exclusive competence of the Enterprise Court in Ghent, department Oudenaarde. These general terms and conditions are governed by Belgian law.