1. Application and Acceptance
1.1. These general terms and conditions of sale govern the entire contractual relationship between Alsico NV, with registered office at Zonnestraat 223/229 (business address: Pont West 111, 9600 Ronse), 9600 Ronse and registered in the KBO under number 0400.191.316 (hereinafter “Alsico”) and every customer. Alsico may deviate from these general terms and conditions in specific agreements, in quotations, on order confirmations or in any other form of communication from Alsico with the customer. These deviations must be made in writing and are not suspected.
1.2. In the event of a conflict between the general terms and conditions and more specific documents of Alsico, the content of the more specific documents will prevail.
1.3. The parties agree that these general terms and conditions have been communicated to the customer in advance and that the customer has had sufficient time to read these general terms and conditions and discuss them with Alsico. In the absence of any response by the customer or the execution of the agreement, the general terms and conditions are deemed to have been implicitly accepted.
1.4. The parties agree that the customer's own general terms and conditions do not apply, unless the customer has informed Alsico of these in a timely manner in writing prior to any quotation being drawn up. The parties agree that, where appropriate, Alsico's general terms and conditions shall prevail over any conflicting provisions of the customer.
1.5. Alsico has the right to change the general terms and conditions. The amended general terms and conditions will be communicated to the customer and will apply to any order or order after notification of the amended general terms and conditions.
2.1. The customer accepts that these general terms and conditions are the result of the economic and legal balances that play between the buyer and seller in this market and for the ordered goods, and confirms that they have been drawn up in a balanced manner.
2.2. The dimensions, shape, quality, weights, capacities and other data included in Alsico's catalogues, prospectuses, advertisements, images, websites and price lists have the character of an approximate indication. These data are only binding insofar as the agreement expressly refers to them and expressly designates them as binding.
2.3. The customer undertakes to provide Alsico with all useful and necessary information in writing about the goods, their use and destination prior to the quotation. Alsico is not presumed to know its use and destination.
3. Special legislation
3.1. The customer confirms that he has read and accepted European Regulation No. 1007/2011 regarding the description of the abbreviations used for the fabric composition in a garment as well as all other legislation that concerns the use of the goods.
3.2. The customer is solely responsible, to the exclusion of Alsico, for the conformity of the goods with (special) legislation or regulations that apply in the country where they are sold or to which they are exported. If there are any specific conditions that the goods must meet (whether or not with an impact on labelling, packaging, recycling, etc.), the customer must inform Alsico in writing prior to the quotation.
3.3. The customer guarantees the accuracy and completeness of data and is responsible for the data he provides to Alsico. Alsico is not liable for damage suffered by the customer as a result of incorrect or incomplete information provided.
Each quotation binds Alsico for a maximum period of 30 calendar days from the quotation date, and this only with regard to the non-indicative parts (such as the price and product specifications) of the quotation. After this period, Alsico reserves the right to no longer accept the order or to change the conditions.
5. Orders and cancellations before delivery
5.1. The agreement to purchase the goods from the customer is established by placing an order (whether or not after Alsico has received a quote). The placing of an order by the customer is therefore binding. Orders can be placed via a signed quotation (by e-mail or any other written or electronic communication). The purchase agreement is concluded by acceptance of the order by Alsico.
5.2. Cancellations of orders can only be made after written and express acceptance thereof by Alsico.
5.3. In the event of cancellation or if the agreement cannot have any further effect due to the actions of the customer, Alsico can in any case claim a lump sum compensation of 30% of 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 the full damage if it exceeds the value of the fixed compensation. Alsico reserves the right to invoice all raw materials or materials purchased for the customer for binding and non-binding orders (forecast) in the event of termination of the agreement by the customer.
6. Delivery time
6.1. All delivery times stated by Alsico in quotations or otherwise are only indicative and are approximate. The delivery period does not imply an obligation of results.
6.2. The terms can be shortened or extended by Alsico based on internal planning and/or other reasons, without this delay giving rise to termination of the contract, refusal of the goods or compensation for damages. Alsico will inform the customer if the delivery period changes.
6.3. Alsico has the right to deliver part of the goods to the customer, on the understanding that the customer is not obliged to pay any additional costs for transport due to the partial delivery (unless the cause lies with the customer himself).
6.4. If the customer does not collect the goods on the agreed delivery date, Alsico has the right to charge storage costs to the customer. Storage is at the expense and risk of the customer. If the customer has still not collected the goods one (1) month after the agreed delivery period, Alsico has the right to invoice the goods in full. If the customer has still not collected the goods three (3) months after the agreed delivery period and has also failed to pay the invoice, Alsico has the right to sell the goods to third parties and recover any damages from the customer.
6.5. All goods are delivered in standard packaging unless otherwise agreed in writing between the customer and Alsico.
Specific ordering and delivery procedure for goods produced in special circumstances
6.6. 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 face masks, a specific ordering and delivery procedure is provided that Alsico allows it to (i) tailor its internal organization to the consequences of special circumstances and (ii) meet delivery times for different customers as best as possible.
This procedure is determined as follows:
The customer submits the order to Alsico by e-mail;
In response to the order, Alsico will provide an initial indication of delivery time and total price based on its internal planning;
After receiving the first indication and the total price, the customer confirms the order by e-mail, after which the purchase is concluded and the customer proceeds to pay the full price 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 period be communicated, which may deviate from the first indication of the delivery period due to the interim changed planning or as a result of special circumstances, without a cancellation option for the customer.
6.7. The general rules from the general terms and conditions apply to the specific ordering and delivery procedure. Both delivery times are therefore always indicative. Transfer of ownership will occur for goods referred to in art. 6.6. However, only take place upon delivery, provided that in accordance with Art. 6.6. is payed.
7. Price and payment
7.1. The prices stated in the agreement or quotation are expressed in EURO and exclusive of VAT and other levies or taxes. The prices apply to the volume or minimum quantities as indicated in the agreement or quotation. The prices do not include costs of special certification, costs of specific tools or moulds, costs of any after-sales service, etc.
7.2. The prices stated by Alsico are based on the cost factors applicable at the time the agreement was concluded, such as exchange rates, manufacturer prices, raw material and material prices, wage and transport costs, insurance premiums, etc.
7.3. Alsico and the customer agree that if the total price of the goods at the time of delivery has increased by more than three percent (3%) compared to the date of order, Alsico may pass on the price increase to the customer after notification to the customer. provided that the price increase does not exceed ten percent (10%). If the price increase is higher than ten percent (10%), the customer has the right to cancel the order within five (5) calendar days after notification by registered letter and without the right to any compensation.
7.4. Alsico has the right to change prices subject to thirty (30) calendar days' prior notice. The new prices take effect on new orders or orders from the customer, including call-off orders that were non-binding on the date of notification.
7.5. The payment term of thirty (30) calendar days begins immediately upon receipt of the invoice, and in the event of refusal of any receipt, from the invoice date. The customer agrees that Alsico will send invoices by e-mail or other electronic communication.
7.6. Protest against an invoice must be reported in writing and with reasons to Alsico within five (5) calendar days of receipt. Failure to comply with these formalities and deadlines will result in the inadmissibility of any claim. After the period of five (5) calendar days, the invoice and the information contained therein are deemed to have been accepted. The absence of an order number or specific reference on the invoice is not a reason to protest an invoice.
7.7. 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 claims, even those that have not yet reached their due date. In the event of late payment, the invoice amount will be increased by operation of law and without prior notice of default by one percent (1%) late payment interest per month. Alsico reserves the right to increase the invoice amount by ten percent (10%), with a minimum of EUR 130 as compensation for reasonable reminder and collection costs incurred.
7.8. If the customer's credit is affected, for example when legal measures are taken against the customer or when circumstances arise at the customer that complicate or make the proper execution of the agreed obligations difficult or impossible, Alsico has the right, even in the case of partial or entire shipment of the goods, to suspend the order in whole or in part and to require additional guarantees (e.g. credit insurance or advance payment). In the event of refusal by the customer, Alsico has the right to cancel the order in whole or in part, without owing the customer any compensation.
8. Retention of title and risk
8.1. Alsico remains the owner of the goods delivered by it until full payment of the price.
8.2. The risk over the goods passes to the customer when the goods leave Alsico. Unless otherwise agreed in writing, delivery takes place “ex works” (EXW) in accordance with the Incoterms 2000. The goods are sold and finally accepted at the Alsico factory.
8.3. If Alsico has acted at the customer's request to arrange transport or customs formalities, Alsico cannot be held liable for this. All resulting costs will be charged to the customer. In any case, the goods are transported at the customer's risk. If, at the express written request of the customer, the goods must be insured for storage and transport, Alsico will take care of this, passing on the resulting costs and without any liability.
8.4. In the event of resale of the goods by the customer, still the property of Alsico under Article 8.1, to a third party, the customer transfers his claims on this third party to Alsico, without prejudice to Alsico's right to charge the customer, who remains jointly and severally liable, to demand payment.
9. Intellectual Property and Confidentiality
9.1. Alsico remains 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 intellectual property rights.
9.2. All designs (designs, sketches, drawings, images, etc.) supplied by Alsico are exclusively intended for goods produced by Alsico and may not be reproduced, made public or communicated to third parties without prior permission from Alsico. These materials, as well as any other information provided by Alsico, are considered trade secrets and may only be used by or with the express approval of Alsico.
9.3. Alsico only indemnifies the customer against any infringement that Alsico may commit of registered intellectual property rights of third parties valid in the European Union, provided that: (i) the customer has informed Alsico without delay of this possible infringement and (ii) the infringement is established in a final decision or an amicable extrajudicial agreement. Alsico's liability is limited to the value of the relevant delivery of goods or one hundred thousand euros (€100,000), whichever amount is lower.
9.4. Intellectual property rights to materials (e.g. logos, brands, etc.), samples, documents that the customer makes available as part of contractual relationships remain with the customer or the third party that the customer has authorized to make its resources available to Alsico. 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 the materials supplied do not infringe the rights of third parties when made available. The customer fully indemnifies Alsico against all claims and contingent obligations in connection with damage to third parties, and will be responsible for the costs that Alsico has had to incur as a result of these claims and debts.
9.5. The customer undertakes not to establish any registered intellectual property rights (i) on goods that belong to Alsico as intellectual property or (ii) on any results of a development carried out by Alsico alone or by Alsico and the customer together (unless otherwise agreed). ). If the customer does not adhere to this agreement, he will revoke the registered intellectual property right at Alsico's first request or transfer it to Alsico.
9.6. The customer undertakes not to register or use trade names, product names or brands of Alsico as an identical or similar brand, or to register or use as an identical or similar domain name. If the customer does not adhere to this agreement, he will withdraw registered trademarks or domain names at Alsico's first request or transfer them to Alsico.
9.7. The customer will only be able to use photographic, marketing or technical material owned by Alsico with the prior written permission of Alsico.
9.8. The customer undertakes not to dispute or attempt to invalidate any registered intellectual property rights associated with goods that are or were delivered by Alsico to the customer, during the term of the agreement and for a period of two (2) years after the end of the agreement.
9.9. Information that the customer provides to Alsico is only considered confidential if the parties have concluded a confidentiality agreement in this regard and if the information is marked as confidential. Any confidential information does not prevent Alsico from starting and carrying out developments independently of the customer (with or without third parties) without using the customer's confidential information.
10. Defects and returns
10.1. Visible defects must be reported to Alsico in writing within eight (8) calendar days after delivery, with an accurate description of the defects. Failure to comply with these formalities or deadline indicates that the customer has accepted the visible defects and will result in the inadmissibility of the claim for non-conforming delivery.
10.2. Hidden defects must be reported immediately to Alsico in writing and with an accurate description of the defects. For the assessment of hidden defects, the defect will always be presumed to have arisen due to normal wear and tear. It is the customer's responsibility to refute this suspicion with evidence to the contrary. The short term from art. 1648 BW is determined by the parties five (5) working days after adoption. The negotiation between the parties does not suspend this period.
10.3. If the customer wishes to return goods for which no defects have been found, this is only possible under the following cumulative conditions: (i) after permission from Alsico, (ii) if the merchandise has not yet been put into use, it is still in the original packaging and (iii) to the extent that Alsico still offers this product within its range.
10.4. Alsico's obligation for defective goods extends to repair or replacement of the defective goods within a reasonable period. Alsico will bear the (market-based) transport costs of returning and shipping. The aforementioned remedy is the customer's sole legal remedy.
Special arrangement in case for goods produced in special circumstances
10.5. In the case of goods produced under special circumstances, such as face masks, the period for accurately reporting visible defects in writing is one (1) working day after delivery. Failure to comply with these formalities or deadline indicates that the customer has accepted the defects and will result in the inadmissibility of any claim.
10.6. Due to the specific nature of these goods and the special circumstances in which they were produced, the customer cannot make a claim (i) on the basis of hidden defects or (ii) on the basis of any defect regime if the goods have already been put into use .
11.1. Alsico can never be held liable for damage resulting from incorrect, abnormal or careless use of the product by the customer, which will be suspected if any damage occurs and will have to be refuted by the customer with evidence to the contrary.
11.2. Alsico complies with the legal standards for the goods it produces. Alsico's product liability is limited to physical and material damage resulting from a defective or non-conforming good.
11.3. Alsico can never be held liable for damage caused by factors that are foreign to Alsico, including but not limited to the fact that the design was made and supplied by the customer, by errors and negligence of the customer, by working conditions, by personal medical or physical history of the user, due to specific use not communicated to Alsico beforehand, due to contact with hazardous substances or materials, due to incorrect maintenance by the customer or by third parties, due to normal wear and tear of the good, etc.
11.4. Except in the case of intent or fraud, Alsico is not liable for purely intangible consequential damage, which is understood to mean without being exhaustive: loss of profit, loss of turnover, loss of a chance or opportunity, communication, expertise and logistics costs as a result of a recall, reputational damage, etc.
11.5. Alsico's contractual and extra-contractual liability is limited to the value of the relevant delivery of goods or one hundred thousand euros (€100,000), whichever amount is lower.
12. Force majeure
12.1. Force majeure includes 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 measures, illness, fire, change in transport rates, customs tariffs, government measures in general, late delivery by the supplier, strike at suppliers, bankruptcy of the supplier, shortage of workers and shortage of fuel or raw materials.
12.2. Any case of force majeure gives Alsico the right to temporarily or permanently not fulfill its obligations arising from the agreement without the customer being able to request compensation for this.
12.3. Under no circumstances will Alsico bear any liability for any failure to perform due to force majeure. The customer cannot terminate the agreement for non-fulfillment of the obligations as a result of force majeure.
12.4. The already known and yet to be experienced consequences of COVID-19 are expressly regarded as cases of force majeure, e.g. to temporarily suspend or postpone the indicative delivery.
12.5. Force majeure can never justify the temporary or permanent non-fulfillment of the customer's payment obligations.
13.1. The rights and obligations of the agreement cannot be transferred by the parties to third parties. However, the foregoing does not affect Alsico's right to transfer rights and obligations to affiliated companies or to use subcontractors.
13.2. The nullity, unenforceability or unenforceability of a clause of these general terms and conditions does not affect the validity, enforceability or enforceability of the general terms and conditions.
13.3. Only the general terms and conditions in the Dutch language are decisive for any interpretation of the wording used. The translations into French, German or English have been prepared by Alsico solely for the customer's understanding.
14 Competent court
14.1. Any dispute regarding the agreement between Alsico and the customer falls under the exclusive jurisdiction of the Commercial Court in Ghent, Oudenaarde department.
14.2. The agreement between Alsico and the customer is governed by Belgian law, with the exclusion of the Vienna Sales Convention.