Art. 1 Acceptance of the general sales terms and conditions
These terms and conditions apply to all sales agreements between Alpha Maintenance Systems bv and its customers, and to all quotes from Alpha Maintenance Systems bv, except in so far as these are explicitly deviated from in writing. The catalogues, folders and advertising leaflets of Alpha Maintenance Systems bv are only indicative and not binding, and Alpha Maintenance Systems reserves the right to change these at any time. Any (general) terms and conditions of the customer are not applicable, even when these are announced at a later date.
Art. 2 Confirmation of quotes and orders
Quotes and orders are only valid when confirmed in writing by a person with the authority to commit Alpha Maintenance Systems bv to such.
Art. 3 Delivery term
Delivery terms are only provided by way of information and are not binding, unless explicitly agreed between the parties. Any delay cannot lead to compensation or termination of the agreement.
Art. 4 Use of the goods
With regard to the quality of the supplied products, Alpha Maintenance Systems bv is obliged only to supply the agreed upon product quality. Alpha Maintenance Systems bv will therefore not guarantee the saleability or suitability for a certain application. In as far as the quality of the product to be supplied was not specified, Alpha Maintenance Systems bv is entitled to supply the quality equal to the production quality of the supply system at that moment in time. Any specification of product samples made available to the customer will only be considered to be the specification to be supplied if this specification is explicitly set out to be the specification to be supplied. The customer declares to be aware of all legal provisions with regard to the storage and use of the goods supplied by Alpha Maintenance Systems bv. In the event Alpha Maintenance Systems bv has entrusted the resale of its goods to the customer, the latter is obliged to supply these in the original packaging or, in the absence of such, in packaging approved beforehand by Alpha Maintenance Systems bv. The customer is in general obliged to supply the goods against terms and conditions which cannot harm the reputation, the products or trademarks of Alpha Maintenance Systems bv. In the event of infringement of one of these obligations, Alpha Maintenance Systems bv will be entitled to terminate the agreement and possibly claim compensation. Packaging stated on the invoice is the property of Alpha Maintenance Systems bv. Alpha Maintenance Systems bv will make this packaging available to the customer for a period of three months, free of charge against a caution. This caution must be paid at the same time as the value of the goods contained in the packaging. The caution will be fully refunded when, within this period, the empty packaging is returned complete, clean and in good order to the factory of Alpha Maintenance Systems bv. After the abovementioned period, Alpha Maintenance Systems bv is entitled to charge compensation at a rate of 5% of the caution for each month the packaging is not returned. Any costs for cleaning or repairing, or the replacement of missing parts will be estimated against the tariffs of that day and deducted from the amount to be refunded by Alpha Maintenance Systems bv. The caution represents a guarantee which will not accrue any interest. It is not intended to provide any right of transfer of property of the packaging to the customer, who is obliged to return the packaging to Alpha Maintenance Systems bv.
Art. 5 Tariffs
Unless otherwise agreed, delivery will take place against the tariffs of Alpha Maintenance Systems bv applicable on that day.
Art. 6 Payment
Invoices of Alpha Maintenance Systems bv are payable in cash upon delivery, except when otherwise agreed in writing. Payment must take place at the office of Alpha Maintenance Systems bv at 713 Bergensesteenweg, B-1600 Sint-Pieters-Leeuw, Belgium. In the event the customer has not paid the invoice on or before the due date, the customer will automatically be charged a late payment interest of 12% on the overdue amount without prior notice of default being required. In this case the invoice amount will also automatically be increased with a compensation payment of 15%, with a minimum amount of €375.00. Alpha Maintenance Systems bv reserves the right to not deliver orders of a customer who has not yet paid overdue invoices until these overdue invoices have been fully paid.
Art. 7 Discharge
In the event the carrier is paid in cash upon delivery, only the amount written in full on the original document will be considered as paid, on condition that the carrier has signed the document.
Art. 8 Taxes
All duties, taxes and charges imposed or to be imposed by the Belgian or other government on the goods supplied or the sale thereof, must be paid by the customer.
Art. 9 Receipt of the goods
All deliveries take place at the agreed location. Any reference to Incoterms relates to the most recent version of “Incoterms”, issued by the International Chamber of Commerce in Paris, France. In the event of delivery at the place of destination, delivery will take place at a location which can be reasonably reached by Alpha Maintenance Systems bv or its transporter with the means of transport and the usual equipment and without assistance. The customer is obliged to check the quantity, weight and quality of the goods upon arrival. Any complaint as a result of damage, leakage, quality defect or full or partial loss must be reported to the staff carrying out the delivery upon receipt of the goods and must be noted on the document signed by the customer for the purpose of discharge. The absence of protest or reservation from the customer is considered an approval of the quantity and quality of the goods received. Complaints cannot be accepted if they are not reported in writing within three days following delivery or, in the event of hidden defects, within three days of discovery of the defect. Packaging may not be used for products other than products of Alpha Maintenance Systems bv and may only contain the products for which they are intended.
Art. 10 Prevention – Force Majeure
Alpha Maintenance Systems bv is not obliged to deliver when the execution of the agreement is wholly or partially prevented or delayed due to an unforeseen accident at Alpha Maintenance Systems bv or its usual suppliers, force majeure or any other cause beyond its control, such as an act by a public authority, difficulties with or interruption of the supply of finished products or raw materials. Alpha Maintenance Systems bv is not obliged to cover any deficiencies at other suppliers or unusual sources.
Art. 11 Guarantee – Liability
Alpha Maintenance Systems bv gives the customer a guarantee of six months as from the date of delivery for any hidden defects to the goods. This guarantee and the general liability of Alpha Maintenance Systems bv are limited to the replacement of the product or a refund of the invoiced price. Any other restitution or compensation is excluded. Alpha Maintenance Systems bv can never be held liable for indirect damage, including operational losses, such as staffing costs, damage to reputation, reduced reliability, missed savings, loss of profit, etc. The customer safeguards Alpha Maintenance Systems bv against claims by third parties.
Art. 12 Retention of title
The transfer of ownership in the products supplied is suspended until full payment of the price for the products (Art. 101 of the Act of 8th July 1997).
Art. 13 Applicable law and disputes
Belgian law is exclusively applicable. Disputes will only be submitted to the courts in Brussels. For any disputes up to an amount of €1,860.00 only the Peace Court in the district of Halle is authorised. Exception: For Dutch customers only Dutch law is applicable. Disputes will be submitted to the authorised court in the Netherlands. The Dutch rules regarding relative competence are applicable. Furthermore, the court of Amsterdam is always authorised. The provisions, acceptance of payment methods and shipment against refunds of Alpha Maintenance Systems bv do not prejudice these jurisdiction clauses.