General Terms and Conditions

Application

These General Terms and Conditions of Sale apply between allóra Factory BVBA (hereinafter "allóra Factory") and the Buyer, unless otherwise agreed upon in a written contract between the Parties. These General Terms and Conditions of Sale form part of the agreement.

If the Buyer includes in his order a provision, which contradicts these General Terms and Conditions or General Terms and Conditions of allóra Factory, these General Terms and Conditions and General Terms and Conditions prevail, even if allóra Factory does not object to such provision. By placing an order, the buyer agrees to these General Terms and Conditions in the current and future business relationship between allóra Factory and the buyer. A copy of these terms and conditions is sent to the buyer on request.
Amendments to the terms and conditions of sale must be made in writing when applying these General Terms and Conditions of Sale. The contract and its annexes, the quotation of allóra Factory and these General Terms and Conditions of Sale take precedence over conflicting provisions in orders, confirmations, forms and all other documents of the Buyer.
Written" means a document signed by both Parties or a document sent by letter, fax, e-mail or other such means.

Offer

The offer is valid for a period as mentioned therein. Unless otherwise specified, the offer is valid for thirty (30) days from the date of the offer. allóra Factory is entitled to change the price and delivery time of the offer if circumstances not attributable to allóra Factory give rise thereto.

Order and contract

Orders placed in accordance with the offer within the period of validity of the offer are considered to be a contract between allóra Factory and the buyer. In those cases where the order is not based on an offer made by allóra Factory, it becomes binding upon acceptance by allóra Factory. allóra Factory sends an order confirmation to the buyer upon request. allóra Factory is not liable for incorrect delivery according to a verbal order, unless the buyer has confirmed the order in writing, either before delivery or before the commencement of production.

Material and tolerances

Material requirements and the tolerances applied are exclusively those specified by allóra Factory in the technical specifications relating to and the standards referred to in the contract. The material requirements, the standards to be applied and the tolerances for special products manufactured according to the buyer's instructions must always be specified in the buyer's enquiry or order. allóra Factory guarantees that the material in the deliveries is in conformity with the specifications or the agreed specifications. Unless otherwise agreed upon, the tolerances as generally used by allóra Factory apply.

Materials supplied by the Buyer for special products

Parts supplied by the Buyer for special products shall be delivered DDP allóra Factory at the time agreed in advance. For serial products, the number of parts delivered by the Buyer shall exceed the total number of products ordered by five (5) per cent.
The Buyer is liable that the delivered parts comply with the agreed measurements and specifications. Furthermore, the Buyer is liable for the costs incurred by allóra Factory due to defective or unsuitable materials, which cannot be used for any other reason.

Quality

The Seller guarantees the quality and quality control of the delivered products.

Samples

If the procedure and the remuneration thereof has been separately agreed upon, allóra Factory shall deliver samples of special products to the Customer before the commencement of serial deliveries. The Buyer must inspect the samples without delay and inform allóra Factory of the results of this inspection. If the Customer approves the samples without further remarks, allóra Factory does not accept any remarks of the serial products delivered, provided they correspond to the approved samples.

Delivery terms, transfer of risk

The delivery terms shall be interpreted in accordance with the "Incoterms" in force at the time the order was placed. Unless otherwise agreed, delivery shall be EXW with delivery from allóra Factory (Incoterms 2010). The products are delivered in appropriate packaging. However, if the products require special packaging, this will be charged to the Buyer separately.

Delivery time and delay

If allóra Factory finds that the contractual delivery time cannot be met, allóra Factory shall notify the Buyer thereof without delay. If the delay is not due to force majeure and the delay causes considerable inconvenience to the Buyer, the Buyer is entitled to cancel the order or a part thereof, provided that the delivery will be delayed for more than four (4) weeks. Unless otherwise agreed, allóra Factory is not liable to pay any penalty, indemnity or fixed damages in case of delay, nor will allóra Factory be held responsible for any indirect or consequential damage caused to the Buyer (see article Limitations of Liability).

Force majeure

The following shall be regarded as force majeure: industrial disputes, strikes, lockouts, riots, fires, floods, wars, embargoes, currency restrictions or other circumstances beyond the control of the Parties.
The Party seeking to rely on force majeure shall notify the other Party without delay of the intervention and of its cessation.

Prices

The prices offered are exclusive of value added tax. The value added tax is added to the final amount of the invoice, if necessary, at the rate valid on the invoice date. allóra Factory reserves the right to adjust prices in case of changes in production costs that are not attributable to allóra Factory, such as significant changes in the prices of raw materials or in exchange rates and the like.
allóra Factory shall inform the Buyer of any general price changes no less than fourteen (14) days before the change. If the Buyer does not approve the change, he is entitled to cancel the order within seven (7) days after receiving the information about the price change.

Terms of payment and ownership of the products

Payment shall be made in accordance with the conditions stated in the quotation. The term of payment is fourteen (14) days net from the date of invoice, unless otherwise agreed upon. The products remain the property of allóra Factory until they have been paid in full to allóra Factory with possible interest for delay.
The retention of title shall not affect the transfer of risk according to clause 'Delivery terms, transfer of risk'. The Buyer may not resell, pledge, use, install, convert or in any way process the products until they have been paid for in full. A breach of this condition entitles allóra Factory to cancel all orders and to terminate the business relationship with the Buyer with immediate effect. If the Buyer does not fulfil his payment obligation within the term of payment, allóra Factory is entitled to suspend further deliveries without prior notice.

Prepayment as a condition of delivery

allóra Factory is entitled, at its own discretion, to demand advance payment as a condition for a delivery or continuation of a current delivery if there is reasonable doubt that the buyer's ability to make payments has been compromised or that the buyer will not pay allóra Factory on the due date.
In the event of late payment, interest shall be charged for each day of delay at the rate stated on the invoice or in the General Terms and Conditions.

Defective delivery, guarantee

The Buyer must notify allóra Factory within eight (8) days after receipt of the delivery of all defects in the delivery or the products that he has noticed or should have noticed. After this period, the delivered goods will be deemed complete and in good condition and the Buyer will no longer be entitled to complain about such defects in the delivery or the products.
allóra Factory guarantees its products according to conditions set out in a separate Standard Warranty and Liability conditions, which are an integral part of these conditions.
For special products or in case the product has been manufactured according to specifications given by the Buyer, allóra Factory is liable that the structure of the product complies with the specifications. however, allóra Factory is not liable for defects that are due to material or construction ordered by the Buyer, nor is allóra Factory liable that the product is suitable for the use for which it is intended, unless otherwise agreed. allóra Factory is only liable for the damage caused by a proper use of the product in circumstances for which the product is intended. allóra Factory is not liable for damages caused by improper installation or improper maintenance carried out by the Buyer without the prior written consent of allóra Factory. allóra Factory is also not liable for improper repairs carried out by the Buyer or for damages resulting from use in unsuitable circumstances or from normal wear and tear.
The Buyer must return to allóra Factory, at the expense of allóra Factory, the products that were refused during the inspection of the delivery or because of a defect covered by the warranty, in their original packaging. Our technical support team
must first solve the problem of a product to verify the defect; only then will they issue a Return Merchandise Authorization (RMA) that allows the buyer to return the product. Packages sent without an RMA number are not authorised and will be refused by our receiving department and sent back to the sender at the sender's expense. allóra Factory will send the repaired or replaced products to the original destination at its own expense.

Technical specifications and instructions

Ownership of all drawings, diagrams, technical specifications and instructions delivered by allóra Factory to the Buyer remains with allóra Factory and these must be returned to allóra Factory upon request. Buyer does not acquire any rights to this documentation and the data/information contained therein.

Patents and other industrial rights

allóra Factory is holder of patents and other industrial rights. All drawings, samples, technical specifications and other know-how and all other similar industrial rights may not be used, expressed, copied, imitated, requested, communicated or otherwise made available to a third party.
With regard to products manufactured in accordance with the specifications of allóra Factory, the ownership of all technical documentation relating to the manufacture, testing and use of the products and the industrial rights thereto remains with allóra Factory. The Buyer shall not express or use any information protected by such industrial rights with a third party without the written consent of allóra Factory.
The Buyer is responsible to investigate whether the product is protected by a patent or another restriction such as protection for patterns and designs, and to inform allóra Factory accordingly. Furthermore, allóra Factory is entitled to claim compensation from the Buyer in case of damage suffered by allóra Factory due to a violation of such a restriction. If a third party starts a procedure against allóra Factory in connection with a violation of such industrial rights, the Buyer is liable for the costs and damages thereof. Furthermore, the buyer is liable towards allóra Factory for any payments and additional costs upon written request of allóra Factory.

Product liability, insurance obligation

allóra Factory is liable for damages to products and damages to third parties caused by the products of allóra Factory according to the current product liability laws in the EU and these terms and conditions.
The parties shall immediately inform each other upon receipt of information concerning such injury, death or damage. The Buyer shall inform allóra Factory of all special risks of which he is aware in relation to properties or intended use of the products. Furthermore, the Buyer will inform allóra Factory of any product liability claims made in relation to the products.
Both parties shall, at their own expense, maintain liability, product recall and product liability insurance covering damage to third parties. The insurance coverage shall be adequate and at a level which is customary in the industry. The cover shall not be less than EUR 100,000. The Buyer is obliged to provide allóra Factory, upon request, with a proof of insurance detailing the coverage.
If allóra Factory has any reason to suspect that the product may pose a danger to users or third parties, allóra Factory is entitled to suspend deliveries and recall the product. In that case, the provisions concerning force majeure apply.

Limitation of liability

allóra Factory is not liable for damages caused by faulty installation or faulty maintenance, unless allóra Factory itself performed the faulty installation or faulty maintenance. allóra Factory is not liable for damages caused by improper use of the product. allóra Factory is not liable for indirect or consequential damages and economic losses, such as loss of profit. Furthermore, the limitations of the product warranty conditions apply (see standard warranty and liability conditions).

Cancellation of the agreement

If the other Party substantially breaches provisions in the Agreement or these General Terms of Sale, the Parties shall be entitled to cancel the Agreement in writing.
In case of bankruptcy, insolvency, dissolution, liquidation or filing of a petition to that effect, or any similar arrangement involving the Buyer, which gives rise to reasonable doubt that the Buyer will not fulfil his obligations under the contract, allóra Factory is entitled to cancel the contract.
Allóra Factory is entitled to cancel the contract if technical or production-related circumstances make it impossible to fulfil the contract.

Non-transfer

The parties shall not transfer the contract without the prior written consent of the other party. however, allóra Factory is entitled to transfer the contract or the rights and obligations contained therein, in whole or in part, to another member of allóra Factory or to a third party transferee of the business to which the contract relates, without the written consent of the buyer.

Miscellaneous

The general terms and conditions apply to the contract and form an integral part of the Offer and these General Terms and Conditions of Sale. The Buyer has been able to take note of the general terms and conditions before purchasing. When the Offer is accepted, these documents are declared applicable to the agreement and the Buyer is bound by them. The terms of the agreement are applied in the following order:

1. Conditions in the Offer
2. General terms and conditions of sale of allóra Factory
3. Product-specific Warranty Conditions
4. allóra Factory Standard Warranty and Liability Conditions
5. General Terms and Conditions
6. Incoterms 2010

The failure of allóra Factory to demand performance or correct interpretation or other legal effect of any provision does not affect the right of allóra Factory to demand performance or correct interpretation or other legal effect at any time thereafter, nor does a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Any effective waiver must be in writing, stating the specific breach or default to which it applies.

Arbitration

This Agreement is governed by the laws of Belgium. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Any dispute or claim concerning or relating to this agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Belgian Centre for Arbitration and Mediation.
If the Belgian Centre for Arbitration and Mediation decides not to include the dispute in their arbitration, the dispute shall be settled by arbitration in Belgium by a single arbitrator. In that case, the arbitrator shall be appointed by the Court of Kortrijk, Belgium, and the arbitrations shall be held in the city of Kortrijk, Belgium. The language of the arbitration shall be Dutch. The decision of the arbitral tribunal shall be final and binding. The parties may apply to any court of competent jurisdiction for temporary injunction, interim relief or any other interim or conservatory relief as may be necessary, without prejudice to this arbitration agreement and without limiting the powers of the arbitrators.
However, allóra Factory shall, at its own discretion, be entitled to file a claim against the Buyer for unpaid invoices before the Arrondissementsrechtbank van Kortrijk, Belgium, which shall be the legal forum in first instance in such cases.