general terms and conditions of delivery

    1. Quotations shall be valid for thirty (30) days from the date they are made, unless otherwise expressly determined. The quotations and contract proposals of ALINEL NV are without obligation and as such are not binding for ALINEL NV. A deviation from the quote is possible if certain factual data communicated by the Client that were important in determining the price prove to not correspond to reality.
       
    2. A contract between ALINEL NV and the Client is only established after the signing of an order confirmation by an authorized representative of ALINEL NV, the signing of a separate written agreement or by the delivery and invoicing of the goods.
       
    3. Assembly and installation are not part of the agreement between ALINEL NV and the Client and they shall be carried out under the responsibility and at the expense of the Client.
       
    4. In the event of cancellation of the order by the Client within 24 hours of an order confirmed by ALINEL NV (date of fax), the Client shall owe, by way of lump-sum damages, an amount equal to 25% of the agreed price, subject to ALINEL NV’s right to claim higher damages upon proof of higher actual loss suffered. Given that the goods are custom-made and therefore only have value if used in the location for which they were intended, any cancellation of the order after this 24-hour period shall be excluded, subject to the agreement of ALINEL NV and subject to payment of the full price of the goods by the Client.
       
    5. The order shall be invoiced at the prices and conditions as stated in the order confirmation or in the price lists communicated by ALINEL NV. Unless otherwise agreed in writing, all fees or taxes, if any, shall be borne solely by the Client. In case of certain cost increases that affect the agreed price due to circumstances beyond control of ALINEL NV, such as increases in duties and excise taxes on the goods commissioned, shipping rate increases, price increases of primary products or raw materials, labour wage increases as a result of changed laws or national or sectoral collective bargaining agreements, changes in exchange rates, etc., ALINEL NV shall be entitled, simply after notification, to charge a proportional price increase.

 

  1. All invoices are payable at the registered office of ALINEL NV within the period indicated on the invoice. In the absence of any protest sent by registered mail, each invoice shall be considered as accepted within 8 days of its receipt. Protesting the invoice does not suspend the Client’s payment obligation.
     
  2. Payment shall be made in euros, unless otherwise agreed in writing. All costs of payment shall be carried by the Client. In the event of entire or partial non-payment of an invoice on the due date, the Client shall automatically owe, without prior notice of default, a default interest of 1% per month for each month that has already started, plus a flat-rate compensation of 10% of the amount invoiced, with a minimum of EUR 125, without prejudice to ALINEL NV’s right to claim higher compensation, subject to proof of higher damage actually suffered. All collection costs shall be carried by the Client. In the event of non-payment on the due date of a single invoice (i) ALINEL NV shall also be entitled, without prior notice of default or compensation, to suspend the Client’s other orders until the invoice has been paid in full; and (ii) all other outstanding claims against the Client shall become due and payable immediately by operation of law and without prior notice of default. Set-off by the Client is expressly excluded.
     
  3. If ALINEL NV’s confidence in the Client’s creditworthiness is shaken by acts of judicial execution/or other identifiable events which call into question and/or make impossible the confidence in the proper execution of the commitments entered into by the Client, ALINEL NV reserves the right, even if the goods have already been shipped in their entirety or in part, to suspend all or part of the order and to demand suitable guarantees from the Client. If the Client refuses to accept this, ALINEL NV reserves the right to cancel all or part of the order, without the Client being entitled to any compensation and without prejudice to ALINEL NV’s right to compensation for its losses.
     
  4. The agreed delivery times are indicative unless otherwise agreed in writing. Any exceeding of delivery times cannot give rise to any liability on the part of ALINEL NV, to the dissolution of the agreement or to any form of compensation. Amendments to an order placed -if accepted by ALINEL NV- automatically mean that the predetermined delivery time is extended.
     
  5. Unless otherwise agreed in writing, delivery of the goods shall be made EX WORKS (Incoterms® 2013 – registered office ALINEL NV). The Client is obligated to collect the goods on the predetermined delivery dates. Upon receipt, the Client shall sign the delivery note stating his name and “for receipt of goods”. The Client can always be represented. If the goods have not been collected by the Client on the delivery date for any reason, the goods in question will be kept by ALINEL NV at the Client’s expense and risk for a limited period. This protective measure does not suspend the Client’s payment obligation. If ALINEL NV is required to transport the goods to a place indicated by the Client, this transport will always be at the Client’s risk. Transport costs will be charged separately, and in accordance with our price lists.
     
  6. The goods delivered by ALINEL NV to the Client remain the property of ALINEL NV until such time as all amounts owed by the Client to ALINEL NV, including interest and fees, have been paid. Nevertheless, the risks of loss or destruction of the goods shall be carried in full by the Client from the moment the sold goods are delivered. Until full payment has been made, the Client is expressly forbidden to use the delivered goods as a means of payment or to encumber them with any security right, and the Client shall affix to the delivered goods a sign that clearly indicates that the delivered goods are the property of ALINEL NV. Advances paid by the Client shall remain retained to compensate for potential losses on resale.
     
  7. Upon delivery, the Client should check whether the delivered goods have any visible damage or defects. Visible damage or defects must be specifically and accurately reported by the Client on the bill of lading and reported to ALINEL NV by registered mail or fax within 48 hours of receipt of delivery. Late complaints are inadmissible. The Client expressly accepts that in the case of facade cladding, colour differences between the samples in catalogues and the actual goods delivered may occur, and that in the case of coatings of profiles according to a RAL number, slight colour differences between batches may occur. Such deviations shall not entitle the Client to demand the dissolution of the agreement, to refuse delivery and/or payment and or to obtain any form of compensation or indemnification.
     
  8. Any complaint regarding hidden defects must be made by registered letter and sent to ALINEL NV within one (1) month at the latest after the discovery of the defect or after notification of the defect by the end user. Late complaints are inadmissible. The Client shall impose on the end user a maximum reporting period of two (2) months from discovery of the defect.
     
  9. The warranty on facade cladding is ten (10) years from the date of production. For a period of ten (10) years from the date of production, in the event of an admissible and justified complaint regarding defects in the goods, ALINEL NV guarantees a replacement and/or repair (at ALINEL’s discretion) of the profiles that exhibit the defect. Dismantling, transport and installation will always be at the expense of the Client. ALINEL NV can never be obliged to pay any compensation, nor can any other sanction be imposed on ALINEL NV. The Client cannot claim any other compensation (for damages) or intervention from ALINEL NV such as, e.g., installation costs (travel and hourly wages). The installation and maintenance of the goods must be carried out in accordance with the instructions supplied with the goods and according to the highest standards. Unless otherwise specified, the cladding must be assembled and installed according to the instructions of ALINEL NV. Upon installing, the Client must take into account the instructions on support structure(s), according to the guidelines of ALINEL NV.
     
  10. The ALINEL NV warranty does not apply in case of damage to any goods due to abnormal use, poor maintenance, normal wear and tear or in case of abnormalities specific to the good which do not affect its operation. “Abnormal use” means any abuse, unsafe behavior, improper or forced use, and non-prescribed modifications or alterations to the good and/or parts thereof. The ALINEL NV warranty shall also not apply in the event of damage caused by transport or storage on site, defects resulting from improper repair by third parties, damage caused by parts used that are not in conformity nor approved by the technical department of ALINEL NV, intense exposure to harmful atmospheric conditions, installation with fixing materials that are too weak, abnormal weather conditions (damage from storm, hail, water, lightning or fire), violence and war crimes. The warranty does not apply in case of improper use or installation (including, without limitation, defects in the underlying structure, defects in the manner in which the cladding is fixed to the underlying structure or defects resulting from the mounting of certain objects to the structure); non-compliance with maintenance guidelines issued by ALINEL NV i.e. insufficient maintenance of the cladding; defects resulting from faulty intervention by the Client or third parties, including defects related to the assembly and installation of the cladding; exposure to an aggressive industrial or commercial environment with discolouration or damage as a result; corrosion of the saw cuts due to exposure to an environment with a high salt content in the air and exceeding the technical usage limits of the good (as stated in the manual).
     
  11. ALINEL NV (including its appointees, representatives and/or employees) shall only be liable for damage caused by the non-fulfilment of its contractual obligations if and insofar as such damage was caused by fraud, deceit or willful or gross negligence. ALINEL NV shall not be liable for any other errors. In the event that ALINEL NV is held liable for any damage, the liability of ALINEL NV shall always be limited to a maximum of the invoice value of the Client’s order, or at least to that part of the order to which the liability relates. ALINEL NV shall never be liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings or damages to third parties. Only the Client himself is responsible for the use he makes of the goods.
     
  12. ALINEL NV shall be discharged by operation of law and shall not be bound to fulfill its commitments to the Client in the event of force majeure (such as war, partial or general strike or lockout, operating accidents, fire, machine breakdown, bankruptcy of suppliers, lack of raw materials, etc.). Force majeure does in no case entitle the Client to dissolve the agreement or to any form of compensation. Force majeure on the part of the Client is expressly excluded.
     
  13. All agreements between ALINEL NV and the Client are part of one overall contractual relationship. If the Client fails to meet its obligations under a particular agreement, ALINEL NV may suspend further performance of both the relevant as well as other current agreements.
     
  14. ALINEL NV shall be entitled to terminate the agreement with the Client at any time, with immediate effect, without judicial authorization, without prior notice of default and without payment of any compensation, in the following cases: (i) if the Client, despite written notice of default, observing a period of at least seven (7) calendar days, remains in default of the (timely) fulfillment of one or more obligations arising from the agreement; (ii) in case of cessation of payments or (the application for) bankruptcy or any reorganization under the Act of January 31, 2009 by the Client; (iii) in case of liquidation or cessation of the activities of the Client; or (iv) if all or part of the Client’s assets are seized. In the event of dissolution, ALINEL NV also reserves the right to claim compensation for all costs and damages incurred (including loss of profit, administrative costs, transport costs, storage costs, etc…) and all claims of ALINEL NV against the Client shall immediately become due and payable.
     
  15. Without prejudice to any written agreement to the contrary, all intellectual property rights relating to drawings, designs, calculations, etc., carried out by ALINEL NV on behalf of the Client and handed over to the Client, shall remain the property of ALINEL NV and shall in no case be transferred to the Client.
     
  16. If any (part of a) provision of these general terms and conditions should prove invalid or unenforceable, this shall not affect the validity and enforceability of the other provisions in these general terms and conditions. In such a case, ALINEL NV and the Client will negotiate in good faith and replace the invalid or unenforceable provision with a legally valid and enforceable provision that is as close as possible to the purpose and intent of the original provision.
     
  17. All agreements to which these general terms and conditions apply, as well as all other agreements resulting from them, shall be governed exclusively by Belgian law. All disputes between the Client and ALINEL NV shall fall under the exclusive jurisdiction of the competent courts of the judicial district of Ghent.