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General Terms of Sale - Europe

GENERAL TERMS OF SALE

In General – Unless expressly contradicted by the general written terms of the co-contractor(s) hereto, the following General Terms shall apply to all offers, bids, purchases and deliveries to which Alanté Europe NV is a party.  No modification of these General Terms shall be valid unless expressly agreed in writing by Alanté Europe NV and the co-contractor(s).  The inapplicability or invalidity of any provision of these General Terms shall not affect the validity of the remaining provisions.

Offers and conclusion of a contract – Any offer by Alanté Europe NV shall be non-binding and merely informative, and shall automatically lapse following the stated period of time.  An agreement of sale shall exist only when an order is expressly confirmed in writing by a person empowered to contractually bind Alanté Europe NV.  An agreement shall be effective on the date of the letter, fax message, telex, telegram or e-mail announcing the order confirmation.

Price – Alanté Europe NV’s stated prices shall be in Euro, unless Alanté Europe NV expressly specifies another currency.  Unless otherwise agreed in writing, Alanté Europe NV's stated prices do not include any cost of packaging, insurance, or shipping, all of which shall be borne by the co-contractor(s).

Delivery – The co-contractor(s) shall bear all risk, peril and cost of loss concerning the transportation of goods.  The goods shall be deemed sold, delivered, accepted and payable in the city of Lommel (Belgium) upon shipment to the co-contractor(s).  The co-contractor(s) shall bear all applicable taxes relating to the goods.  Any stated de­livery time shall be merely an estimate and shall be without guarantee.  A delay in delivery for any reason shall under no circumstances give rise to a claim for damages, and shall not require Alanté Europe NV to accept returned goods.  Alanté Europe NV shall be permitted to deliver notwithstanding any force majeure.  Alanté Europe NV shall be permitted to make partial deliveries.

Warranties – Alanté Europe NV warrants that the goods will substantially conform to the description of goods as stated in the final agree­ment, subject to tolerances and variances consistent with current trade practices and practical testing and inspection methods.  Alanté Europe NV makes no other warranty of any kind whatsoever, written or oral, express or implied.  Alanté Europe NV disclaims any and all implied warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose.

Control – Complaints – Any complaint relating to the goods or their delivery by Alanté Europe NV shall be automatically waived unless sent by registered mail within 10 days after the receipt of the goods by the co-contractor.  Should a co-contractor refuse to accept the goods, this 10 day period shall commence upon the receipt of the invoice, forwarding note, or any other document evidencing that the goods are available for receipt by the co-contractor.  In the case of goods that require modification, any possible complaint must be lodged before the commencement of such modification.  Alanté Europe NV is not bound to accept any returned goods unless a complaint was timely lodged in compliance with these General Terms.  Alanté Europe NV's sole liability with respect to complaints shall be, in Alanté Europe NV's sole discretion, either the repair or replacement of non-con­forming or defective goods, or the reimbursement of the purchase price.  Alanté Europe NV's total liability regarding a complaint or a delivery of goods shall in no event exceed the purchase price.  Alanté Europe NV shall in no event be required to grant further guarantees.  Other than so stated, Alanté Europe NV shall in no event be liable for any direct or consequential damages, including without limitation any produc­tion or commercial damages.

Reservation of property and assent to remedial measures – Unless otherwise agreed in writing, Alanté Europe NV shall own all right and title to the goods until the co-contractor(s) ha(s)(ve) ful­filled all their/his obligations towards Alanté Europe NV, notwithstanding any advances paid.  Notwithstanding the foregoing, unless otherwise agreed in writing, the commercial peril however shall pass to the co-contractor(s) upon shipment of the goods.  Until Alanté Europe NV receives full pay­ment, the goods sold by Alanté Europe NV cannot be pledged or resold by the co-contractor(s).  In the event a co-contractor fails to make timely payment, or Alanté Europe NV reasonably perceives any endangerment to a co-contractor's solvency, Alanté Europe NV shall be permitted to unilaterally and immediately terminate the agreement without prior notice and by means of the mere declaration of its intention to terminate.  Upon termination, Alanté Europe NV can retain the goods or demand the return of goods to Alanté Europe NV, and the co-contractor hereby irrevocably assents to such remedies, thus obvi­ating the need for judicial intervention.

Payment – Any payment to Alanté Europe NV shall be made by the due date to one of the stated accounts.  Unless full payment is made by the due date, interest shall accrue on any unpaid amount at the rate of 12 % per annum.  Checks and bills of exchange may be accepted conditionally provided the co-contractor bears the cost of such payment, but payment in this form shall be deemed made only when the funds are actually received in an account of Alanté Europe NV.  Unless expressly agreed otherwise in writing, the payment of an advance shall not entitle the co-contractor to any form of discount.  Any credit granted by Alanté Europe NV shall be valid only if in writing, and can be revoked at any time. Payment shall be valid only if received by a person who is empowered by Alanté Europe NV to accept such payment. Alanté Europe NV shall recover from co-contractor all collection costs, including attorneys' fees, incurred in connection with the enforcement of these General Terms.

Disputes – All disputes, controversies or claims arising out of these General Terms, or the formation, interpretation, execution, or termination of any agreement to which Alanté Europe NV is a party, shall be governed solely by Belgian law without reference to conflicts of laws provisions, and shall be submitted exclusively before a court of competent jurisdiction in the city of Hasselt (Belgium), regardless of the kind of procedure or the manner of judicial entry.