GENERAL SALES CONDITIONS
ALPHATRONICS nv • RPR Ghent – Division Dendermonde • VAT BE 0433.043.632
ARTICLE 1 - GENERAL
When placing an order, the following conditions shall be regarded as irrevocably accepted. Other conditions originating from the seller shall be regarded as non-existent. If, at the request of the buyer, the invoice is drawn up in the name of a third party, then the buyer shall remain jointly and severally liable together with the third party vis-à-vis the seller including compliance with all obligations emanating from these general sales conditions.
ARTICLE 2 - DELIVERY
Deliveries are ex-warehouse. Packaging costs shall be charged for special packaging. We reserve the right to deliver goods cash on delivery or to ask for payment of dispatch costs without giving any reason for doing so. Any collection charges resulting from this shall be borne by the buyer. Any risks connected to the goods shall be borne by the buyer from the moment that the goods are made available to him at the company’s head office or at the manufacturer. Orders shall be processed as quickly as possible. Our delivery deadlines are laid down on the basis of the deadlines laid down by our own suppliers and may be extended without any prior notification. The delivery deadlines imposed by us are entirely optional and no liability can be accepted for damage caused by a delay in delivery. Nor can this result in cancellation of the sale, fines or the payment of compensation whatever the cause of the delay. If payment of compensation has been agreed beforehand and in writing, the amount of this compensation must never exceed 10% of the overall price. We reserve the express right of ownership of the goods delivered by us until the complete amount of the balance has been paid. The buyer undertakes to keep the goods delivered by us in good condition until the amount has been paid in full. We cannot accept any liability for any breakage during dispatch.
If orders cannot be carried out in full, the remaining part shall be noted for back orders.
Furthermore, we reserve the right to invoice the goods on the basis of the delivery, even if the latter is only partial.
ARTICLE 3 - ORDERS
If the amount of items on the delivery note is more than the amount of items on the original order form, the buyer is obliged to accept them as long as the difference is not more than 5% of the amount mentioned on the original order form.
If the buyer wishes to work on demand, he shall undertake to accept the entire stock of items and components required to guarantee the size of the batch, if there is any change in the series or if the series is discontinued.
ARTICLE 4 - PRICES
Offers and price lists are given for information purposes only and cannot be regarded as implying any commitment. The prices indicated are for goods collected from our warehouses, exclusive of VAT, and may be adjusted by us without any prior notification.
The prices of the orders are accepted subject to any case of force majeure including abnormal price increases imposed on us by the suppliers. In these cases, the orders shall be invoiced on the basis of conditions of the valid price list at the moment of delivery, notwithstanding the price for which they were confirmed.
ARTICLE 5 - CANCELLATION
When placing an order, the customer commits himself to purchase. If the order is cancelled, we are free either to demand purchase and full payment for the order or compensation equal to 30% of the amount of the order without any obligation incumbent on the seller to prove the existence of any damage. We reserve the right before and during the execution of the order to demand guarantees from the buyer. In the case of refusal on the part of the buyer to satisfy this demand, we shall have the right to suspend delivery or to cancel it wholly or partly.
ARTICLE 6 - GUARANTEE & COMPLAINTS
All complaints must reach us within three days after the date of delivery in writing, justified and by registered letter on pain of expiry and in any case before the use or resale of the goods concerned. If the items do not comply, we must be notified of this at the moment of delivery. No complaint gives the buyer the right to postpone payment or to change the terms and conditions. Every action with regard to hidden defects shall only be acceptable within one month’s notice following receipt of the goods.
In the event of any complaint, the buyer must keep the questionable goods at our disposal and refrain from removing, repairing or processing them without our prior approval. If this condition is infringed, it shall be deemed that the buyer has waived his complaint and to have subsequently accepted the goods. In all other cases, we cannot be held responsible in any way for any hidden defect of the product in question. We cannot in any case be held liable for any additional damage which the buyer, his staff, his business or third parties may suffer as a result of these corroborated defects.
In the event of replacement of a device, for whatever reason, the seller is not responsible for the cost or damage caused by removal of the old device. The seller is not responsible for damage to devices during their presence on the worksites or when they are moved by a technician. If any of the devices provided by us should be defective within the guarantee period, and after examination in our laboratory it appears the cause is not the result of force majeure (lightning, electrical surge, etc.) or due to unprofessional use, the materials shall be replaced or repaired under guarantee. However, the guarantee does not cover man hours or cost of transport. The guarantee periods of our products, which vary from 6 months to one year, can be obtained on request.
ARTICLE 7 - PAYMENT
Every invoice that is not returned within eight days is assumed to have been accepted by the customer. Unless expressly indicated otherwise, all our invoices must be paid in cash. All possible levies and taxes, VAT or customs duties, current or future, shall be borne by the buyer. Our invoices must be paid to the head office of our company in net terms and without any discount.
Any payments done via our agents, staff or to persons who are employed by the transport companies shall only be valid after collection through our bank account. The seller shall at all times have the right to demand pre-payment and payment in cash for the balance when the goods are delivered. Failure to pay on the due date shall entail ipso jure and without having to serve notice, apart from a rate of interest of 1% per month on the amounts owed, also a fixed irreducible level of compensation of 15% on the amount of the invoice with a minimum of € 40 per invoice. We also reserve the right to suspend any further deliveries and to regard the agreement as legally terminated.
Any guarantees given by us shall expire ipso jure as soon as any payment is not settled by its due date. Without any express agreement at the moment of the order, no amount may be retained by the buyer under the guarantee.
ARTICLE 8 - RETURNS
Goods shall only be taken back after the management has given its permission. All goods, whether returns or sent back for repair, must be sent free of charge to the registered office. The company must be notified beforehand of the return. Unstamped or insufficiently stamped dispatches shall be refused out of hand. Any returns must be accompanied by a package slip on which the number and date of our package slip and the invoice are indicated. If due to a return a credit note is drawn up, this shall not take account of any change in price. We reserve the right to charge a percentage of 30% on the purchase value due to handling and administration costs.
ARTICLE 9 - FORCE MAJEURE
Even if under a compensation stipulation a binding delivery deadline was agreed, we shall in the case of extraordinary circumstances such as war, risk of war, riots, fire or destruction, whole or partial stagnation of transportation, staff illness or lack of manpower in general, strikes in our company, in the factories or elsewhere, company disruption or production failure, shortcomings of our sub-suppliers, etc. (this list is not exhaustive) still have the right either to suspend the delivery until these circumstances have come to an end, provided delivery is subsequently carried out within the agreed deadline, or to terminate the sale without in one or the other case, the buyer having any right to compensation.
ARTICLE 10 - DISPUTES
The courts of Ghent – Division Dendermonde shall have sole jurisdiction to decide in any disputes or legal proceedings. Drawing up a bill of exchange for the buyer shall be without prejudice to this provision.
Retention of Title
Risk of damage to or loss of the goods shall remain with the supplier until delivery to the buyer.
Until such time as the buyer pays for all goods and/or services the subject of the contract and all other goods and/or services supplied by the supplier to the buyer under any contract whatsoever:
- the property in the respective goods supplied by the supplier will remain vested in the supplier;
- the buyer must store the respective goods so that they are clearly identifiable as the supplier’s property;
- the buyer must insure the respective goods against the risks for which a prudent owner would insure them, and hold the policy on trust for the supplier:
- the buyer may use those goods and sell them in the ordinary course of its business, but that right is immediately revoked if:
- the buyer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, or is unable to pay its debts or otherwise becomes insolvent; or the supplier serves notice in writing to revoke the right.
The buyer must inform the supplier, in writing, immediately if it becomes insolvent.
If the buyer’s right to use and sell the goods ends the buyer must allow the supplier to remove the goods.
The supplier has the buyers permission to enter the buyer’s premises where the goods are stored:
- on reasonable written notice, to inspect them;
- and after the Customer’s right to use and sell the respective Goods has ended, to remove them, using reasonable force if necessary.