Application and Acceptance
1.1 These terms and conditions govern all contractual relations between Alsico NV, with registered offices at Zonnestraat 223/229, 9600 Ronse and registered with the KBO under number 0400.191.316 (hereinafter referred to as “Alsico”) and each client. Only Alsico can deviate from these terms and conditions on orders, invoices or any other form of communication from Alsico. These deviations must be made in writing and are not presumed.
1.2 In the event of a conflict between the terms and conditions and later more specific documents of Alsico, the content of the later documents will prevail.
1.3 The parties agree that the client has been notified of these terms and conditions in advance and are deemed to have been accepted by the client as soon as they are forwarded to the client or have been made available by express reference (e.g. on Alsico’s website).
The client accepts and confirms that these conditions are the result of the economic and legal balances that play between the buyer and seller in this market and for the goods ordered.
The client 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 governing the use of the goods.
Each offer binds Alsico for a maximum period of 90 calendar days, and this only with regard to the non-indicative parts (such as e.g. the price and the product specifications) of the offer. After this period, Alsico reserves the right not to accept the order or to alter the conditions.
Orders and cancellations before delivery
5.1 The consensus to purchase the customer’s goods is established by the customer placing an order (whether or not after receiving a quote from Alsico). The placement of an order by the customer is therefore binding. Orders may be placed via a signed quotation, by e-mail or any other written communication. The purchase agreement comes into effect after acceptance of the order by Alsico.
5.2 Cancellations of orders can only come about after written and explicit acceptance thereof by Alsico.
In the event of a cancellation or if the agreement cannot be executed due to the client’s fault, Alsico may in any case claim a lump-sum fee of 30% on the total price of the order as compensation for costs already incurred by Alsico and loss of profit. However, Alsico reserves the right to recover the full amount of the loss if it exceeds the value of the lump sum compensation.
6.1 All delivery terms quoted by Alsico in quotations or otherwise are indicative only and are given by approximation. The delivery term is not an obligation to achieve a result. The delivery terms can be shortened or extended unilaterally by Alsico on the basis of internal planning and/or other reasons, without such postponement giving rise to cancellation of the contract, refusal of the goods, or compensation.
Specific ordering and delivery procedure for goods produced in special circumstances
6.2 For goods 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 for example mouth masks, a specific ordering and delivery procedure is provided that allows Alsico to (i) adapt its internal organization to the consequences of special circumstances and (ii) meet the delivery deadlines for various customers to the best of its ability.
This procedure is determined as follows:
The client submits the order via email to Alsico;
In response to the order, Alsico will communicate an initial indication of delivery time and total cost based on its internal planning;
After receipt of the initial indication and total cost, the client confirms the order by email, after which the purchase is concluded and the client proceeds to transfer the full cost to Alsico’s account number:
- IBAN BE43 4439 0013 0101.
- BIC KREDBEBB
Only upon receipt of payment by Alsico will a second and final indication of the delivery term be communicated, which may differ from the first indication of the delivery term due to changes in the schedule or due to special circumstances, without the possibility of cancellation by the customer.
6.3 The general rules from the terms and conditions apply where possible to the specific order and delivery procedure. Thus both delivery periods are always indicative. Transfer of ownership shall, however, for goods referred to in clause 6.2. only take place on delivery, provided that payment has been made in accordance with clause 6.2.
7.1 The payment term of 30 calendar days begins immediately upon receipt of invoice.
7.2 Protests against an invoice must be sent to Alsico in writing, with reasons, within 5 calendar days of receipt. Failure to comply with these formalities and the deadline shall result in the inadmissibility of any claim. After the period of 5 calendar days, the invoice and the data it contains shall be deemed to have been accepted.
7.3 In the event of non-payment of one of the invoices on the due date, it shall become payable by operation of law and without notice of default, as shall all other claims, even those not yet due. In case of late payment, the invoice amount will be increased by 1% interest per month, by operation of law and without prior notice of default. The seller reserves the right to increase the invoice amount by 10%, with a minimum of 130 EURO as compensation for costs incurred.
7.4 This article and its sub-articles applies only to goods produced in special circumstances, insofar as article 6.2. does not provide for a specific arrangement.
Retention of title and risk
8.1 Alsico shall remain the owner of the goods delivered by it until such time as the price has been paid in full, subject to the provisions of Article 6.3.
8.2 The risk on the goods passes to the customer at the moment the goods leave Alsico
Intellectual property and confidentiality
9.1 Alsico shall always remain the owner of all intellectual property rights of 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 any transfer of the intellectual property rights.
9.2 All design (drafts, sketches, drawings, images, etc.) provided by Alsico are exclusively intended for goods produced by Alsico and may not be reproduced, disclosed or communicated to third parties without prior consent from Alsico. These materials, as well as any other information provided by Alsico, are considered trade secrets and can only be used by Alsico or with the express consent of Alsico.
9.3 Intellectual property rights on all materials (e.g. logos) that the client makes available as part of contractual and pre-contractual relationships, remain with the client or the third party that the client has authorized to make its resources available to Alsico. The client grants Alsico the right to use these materials for the development of an offer and the manufacture of the goods. The client guarantees that when such materials are made available, they do not infringe on the rights of third parties. The client will fully indemnify 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 liabilities.
Defects and returns
10.1 Visible defects must be reported to Alsico in writing with a precise description of the defects within 8 calendar days of delivery. Failure to comply with these formalities or the deadline shall indicate that the client has accepted the visible defects which shall result in the inadmissibility of a claim for non-conforming delivery.
10.2 Hidden defects must be reported to Alsico immediately in writing with an accurate description of the defects. For the assessment of hidden defects, the defect shall always be presumed to have arisen from normal wear and tear. It is the responsibility of the client to disprove this presumption with relevant evidence. The ‘short period of time’ from Art. 1648 of the Civil Code shall be determined by the parties to be 5 working days after establishing the defects. Negotiations between the parties do not suspend this term.
10.3 If the buyer wishes to return merchandise for which no defects have been established, this is only possible under the following cumulative conditions: (i) upon Alsico’s consent, (ii) if the merchandise has not yet been put into use, is still in its original packaging and (iii) insofar as Alsico still offers this product within its range.
Special arrangement for goods produced in special circumstances
10.4 In the case of goods produced in special circumstances, such as mouth masks, the deadline for accurate written notification of visible defects is one working day after delivery. Failure to comply with these formalities or the deadline shall indicate that the customer has accepted the defects and shall result in the inadmissibility of any claim.
10.5 Due to the specific nature of these goods and the particular circumstances in which they were manufactured, the customer cannot make a claim (i) on the basis of hidden defects or (ii) on the basis of any defects when the goods have already been put into service.
11.1 Alsico can never be held liable for damages resulting from the incorrect use of the product by the client, which will be presumed upon the occurrence of any damage, and will have to be disproven by the client with evidence to the contrary.
11.2 Alsico complies with the legal standards for the goods it manufactures, but can never be held liable for medical or health damage that may be co-caused by other factors (such as but not limited to working conditions, personal medical or physical history, specific use that was not previously communicated to Alsico etc.).).
11.3 In the event of defects in the product, the maximum indemnity payable by Alsico shall be limited to the invoice value of the product. However, if the raw materials are supplied by the client, the maximum indemnity shall be calculated based on the invoiced finished product excluding the raw materials.
12.1 Force majeure shall include any unforeseen event not attributable to one of the contracting parties. Examples of force majeure include: strike, war, lockout, riot, epidemic or pandemics and the governmental measures that follow, illness, fire, change in transportation rates, customs tariffs, governmental measures in general, late delivery by the supplier, strike at the suppliers, bankruptcy of the supplier, workers and shortage of fuel.
12.2 Each case of force majeure entitles Alsico to temporarily or permanently suspend performance of its obligations under the agreement without the customer being entitled to claim any compensation.
12.3 Under no circumstances will Alsico bear any liability for any non-performance on the grounds of force majeure. The customer may not terminate the agreement for non-performance due to force majeure.
12.4 The known effects of COVID-19 and those yet to be experienced are expressly considered as cases of force majeure, e.g. to temporarily suspend or postpone the indicative delivery.
12.5 Force majeure will never be able to justify the temporary or permanent non-performance of payment obligations of the client.
13.1 Any dispute relating to the agreement between Alsico and the client will fall within the exclusive jurisdiction of the Commercial Court in Gent, department of Oudenaarde. The agreement between Alsico and the client is governed by Belgian law, with the exclusion of the Vienna Sales Convention.