1. Application and acceptance
1.1 These general terms of sale govern all contractual relations between Alsico NV, with its registered office at Zonnestraat 223/229, 9600 Ronse, Belgium, registered with the CBE under number 0400.191.316 (hereinafter “Alsico”) and every customer. Only Alsico may deviate from these general terms on orders, invoices, quotations or any other form of communication from Alsico. These deviations must be made in writing and are not suspected.
1.2 In case of contradiction between the general terms and more specific documents by Alsico, the content of the later documents will prevail.
1.3 The parties agree that these general terms have been made available to the customer in advance and are deemed to have been accepted by the customer as soon as they were transferred to the customer, or were made available by means of a distinct reference (e.g. on Alsico's website).
The customer accepts that these general terms 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 are balanced.
3. Special legislation
The customer confirms to have read and accepted the European regulation no. 1007/2011 concerning the description of the abbreviations used for the fabric composition in a garment as well as any other legislation concerning the use of the goods.
Alsico is committed to each quotation for a maximum period of 90 calendar days, and this only in respect of the non-indicative elements (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 terms and conditions.
5. Orders and cancellations for delivery
5.1 The customer’s expressed intention to purchase the goods is established by placing an order (whether or not after receipt of a quote by Alsico). The placement of an order by the customer is therefore binding. Orders can be placed by means of a signed quotation, via e-mail or any other written or electronic communication. The sales agreement is concluded after acceptance of the order by Alsico.
5.2 Cancellations of orders can only occur after written and explicit acceptance thereof by Alsico.
In the event of a cancellation or if the agreement cannot be fulfilled due to the customer's fault, Alsico may in any event claim a fixed compensation of 30% of the total price of the order as compensation for costs already incurred by Alsico and loss of profit. However, Alsico retains the right at all times to reclaim full damages, should these exceed the value of the fixed compensation.
6. Lead time
6.1 All delivery times quoted by Alsico in quotations or otherwise are only indicative and are given as an estimate. The lead time does not imply any obligation to produce a result. Lead times may be unilaterally shortened or extended by Alsico on the basis of internal planning and/or for other reasons, without this delay giving cause to termination of the contract, refusal of the goods or compensation.
Specific ordering and delivery procedure for goods produced under 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 for the social and economic landscape), such as, for example, mouth masks, a specific order and delivery procedure is provided which allows Alsico (i) to adjust its internal organisation to the consequences of the special circumstances and (ii) to meet the delivery deadlines for its various customers to the best of its ability.
This procedure is determined as follows:
The customer sends the order to Alsico via e-mail;
In response to the order, Alsico will provide an initial indication of delivery time and total cost based on its internal planning;
Upon receipt of the initial indication and the total cost price, the customer confirms the order by e-mail, after which the purchase is concluded and the customer proceeds to pay the full cost price via transfer to Alsico's account number:
IBAN BE43 4439 0013 0101.
Only after Alsico has received payment, shall a second and final indication of delivery time be communicated, which may deviate from the first indication of delivery time due to planning changes in the interim or due to special circumstances, without any possibility of cancellation for the customer.
6.3 Wherever possible, the general rules of the general terms are applicable to the specific ordering and delivery procedure. Thus, both delivery terms are always indicative. However, transfer of ownership for goods referred to in art. 6.2. will take place at the time of delivery, provided that payment has been made in accordance with art. 6.2.
7.1 The payment deadline of 30 calendar days starts immediately upon receipt of the invoice.
7.2 Any complaint about an invoice must be notified to Alsico in writing, stating reasons, within 5 calendar days of receipt. Failure to comply with these formalities and time limits shall cause inadmissibility of any claim. After the 5-calendar-day period, the invoice and the information contained therein shall be deemed to have been accepted.
7.3 In the event of non-payment of one of the invoices by the due date, it shall become payable by law and without notice of default, as shall all other debt claims, even those that have not yet matured. In the event of late payment, the invoice amount will be increased ipso jure and without prior notice of default by 1% interest per month. The seller reserves the right to increase the invoice amount by 10%, with a minimum of 130 EURO, as compensation for the costs incurred.
7.4 This clause and its sub-clauses only apply to goods produced in special circumstances, in so far as art. 6.2. does not provide for a specific regulation.
8. Retention of title and risk
8.1 Alsico remains the owner of its delivered goods until the moment of full payment of the price, subject to what is contained in clause 6.3.
8.2 The risk on the goods passes to the customer the moment the goods leave Alsico.
9. Intellectual property and confidentiality
9.1 Alsico at all times 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 realization in the goods). The delivery of the goods does not imply any transfer of intellectual property rights.
9.2 All design (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 Alsico’s prior consent. 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 consent of Alsico.
9.3 Intellectual property rights valid on all materials (e.g. logos) made available by the customer as part of contractual and pre-contractual relationships shall remain with the customer or the third party authorized by the customer to make its resources available to Alsico. The customer grants Alsico the right to use these materials for the development of a quote and the production of the goods. The customer guarantees that when materials are made available, these do not infringe on the rights of third parties. The customer shall fully indemnify Alsico against all claims and contingent liabilities in connection with damage to third parties, and shall bear the costs incurred by Alsico as a result of these claims and liabilities.
10. Defects and returns
10.1 Visible defects must be reported to Alsico in writing within 8 calendar days of delivery with a precise description of the defects. Non-compliance with these procedures or time limits implies that the customer has accepted the visible defects and results in the inadmissibility of the claim for non-conformity of delivery.
10.2 Hidden defects must be reported immediately upon detection in writing to Alsico with a precise description of the defects. For the assessment of hidden defects, the defect will always be presumed to have been caused by usual wear and tear. It is up to the customer to disprove this suspicion with evidence to the contrary. The short time period (termijn) mentioned in art. 1648 of the Belgian Civil Code shall be determined by the parties to be 5 working days after its detection. Negotiations between the parties shall not suspend this period.
10.3 If the buyer wishes to return goods although no defects have been detected, this is only possible under the following cumulative conditions: (i) after consent of Alsico, (ii) if the merchandise has not yet been put into use and is still in its original packaging and (iii) to the extent that 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 exact written notification of visible defects is one working day after delivery. Non-compliance with these procedures or time limits indicates 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 produced, the customer cannot make any claim (i) on the basis of hidden defects or (ii) under any type of defect when the goods have already been used.
11.1 Alsico can never be held liable for damage resulting from the incorrect use of the product by the customer, which will be presumed at the occurrence of any damage and will have to be disproven by the customer with evidence to the contrary.
11.2 Alsico complies with the legal standards for its manufactured goods, but can never be held liable for medical or health damage that may be co-induced by other factors (such as, but not limited to, working conditions, personal medical or physical history, specific use not agreed upon with Alsico, etc.).
11.3 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 provided by the customer, the maximum compensation will be calculated on the invoiced end product excluding the raw materials.
12. Force majeure
12.1 Force majeure is to be understood as any unforeseen event not attributable to one of the contracting parties. Examples of force majeure include: strike, war, lock-out, riot, epidemic or pandemic and subsequent government measures, disease, fire, change in transportation costs, customs costs, government measures in general, late delivery by the supplier, supplier strike, supplier bankruptcy, workforce and fuel shortage.
12.2 Each case of force majeure entitles Alsico temporarily or permanently not to fulfil its obligations arising from the agreement without the customer being able to claim compensation for this.
12.3 Under no circumstances will Alsico bear any liability for any failure to perform on the grounds of force majeure. The customer cannot terminate the agreement for non-fulfillment of obligations due to force majeure.
12.4 The currently known and still to be suffered consequences of COVID-19 are explicitly considered as cases of force majeure, e.g. to temporarily suspend or postpone the indicated delivery.
12.5 Force majeure will never be able to justify the customer’s temporary or permanent failure to meet his payment obligations.
13. Competent court
13.1 Any dispute relating to the agreement between Alsico and the customer shall fall within the exclusive jurisdiction of the Commercial Court (Ondernemingsrechtbank) of Ghent, Oudenaarde Division. The agreement between Alsico and the customer is governed by Belgian law, to the exclusion of the Vienna Sales Convention.