​General conditions

Version May 2023

1. Scope

These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices, and credit notes between ALLIMEX GREEN POWER BV, registered in the Crossroads Bank for Enterprises with enterprise number 0535.679.035 and having its registered office at 3980 Tessenderlo, Transportstraat 1B, bus 3 (hereinafter referred to as “AGP”), and natural or legal persons (hereinafter referred to as the “Customer”), except when expressly deviated from in writing. These terms form an integral part of the agreement between the parties. By accepting an offer or placing an order with AGP, the Customer acknowledges and confirms prior knowledge and acceptance of these General Terms and Conditions and waives the applicability of their own general conditions, regardless of their designation. AGP reserves the right to modify its General Conditions with prior notice to the Customer.

 

2. Conclusion and amendment of the agreement

2.1. All offers and quotations made by AGP, regardless of their form, are non-binding unless the offer includes a period for acceptance. An agreement is established only through written (order) confirmation from AGP or actual performance by AGP.

2.2. If the Customer’s order involves customised products, the Customer must provide all necessary information and specifications of the product to be manufactured (e.g., dimensions, materials, colours, mechanical parts, functionality). AGP will create a production drawing of the customised product for the Customer’s approval. The Customer is fully responsible for the provided specifications on which AGP bases its production of the customised products. AGP will deliver the customised products according to the specifications provided by the Customer and the drawing approved by the Customer.

2.3. AGP retains the right to refuse production of customised products without providing reasons.

2.4. Obvious clerical errors or mistakes in AGP’s offers and quotations release AGP from any obligation to comply or compensate, even after the agreement has been concluded.

2.5. AGP reserves the right to suspend order execution if the Customer’s account shows a negative balance or if the Customer demonstrates financial insolvency or lack of solvency.

2.6. Unless otherwise agreed in writing, AGP will charge the Customer for production drawings it prepares under clause 2.2 at the prevailing rate of EUR 75.00, subject to adjustment by AGP.

2.7. AGP reserves the right to modify the composition of the materials it uses or the method of production of the customised products, provided this does not significantly detract from the quality or technical capabilities of the products.

 

3. Intellectual property rights

3.1. All execution and/or production drawings prepared by AGP for the Customer’s order remain AGP’s exclusive property. The Customer is prohibited from copying, sharing with third parties, or using the drawings in any other way. Any violation of AGP’s intellectual property rights entitles AGP to a lump-sum compensation of 50% of the order amount, as well as full remuneration for the drawing services, without prejudice to AGP’s right to claim higher damages for proven greater losses.

3.2. The Customer shall indemnify AGP for any infringement of AGP’s intellectual property rights due to their actions. The Customer shall also indemnify AGP against any claims from third parties concerning intellectual property rights arising from the production of customised products at the Customer’s request.

 

4. Prices

4.1. Unless otherwise stated, all prices are quoted in euros and exclude VAT. Unless expressly stated otherwise in AGP’s quotation and/or order confirmation, the prices exclude transport, insurance, packaging, placement, assembly, technical support, and/or after-sales service costs.

4.2. AGP reserves the right to charge the Customer for after-sales technical support (e.g., product configuration, installation, software troubleshooting) at the current rate of EUR 75.00, subject to adjustment by AGP.

4.3. Any special costs related to the importation, customs clearance, or government-imposed levies are not included in the price and are the sole responsibility of the Customer.

4.4. The amounts specified in AGP’s (order) confirmation are based on the prices, rates, wages, and taxes at the time of the confirmation. AGP reserves the right to adjust prices accordingly if one or more of these factors change after the confirmation. If the price increase exceeds 10% of the total agreed amount, the Customer is entitled to cancel the agreement in writing, free of charge, within 48 hours of becoming aware of the increase.

4.5. Prices are subject to changes in the dollar exchange rate. AGP reserves the right to pass on any increases in exchange rates to the Customer.

 

5. Payments

5.1. Unless otherwise specified, all invoices issued by AGP must be paid at AGP’s registered office within eight days of the invoice date. The Customer is not entitled to offset any claims against amounts charged by AGP. Early payment does not entitle the Customer to any discount.

5.2. AGP may invoice for the entire order or for partial deliveries.

5.3. Invoices not disputed by registered letter within eight days of dispatch are considered definitively accepted.

5.4. Payment must be made by deposit to the account number and with the reference stated on the invoice.

5.5. AGP reserves the right, both before and after the conclusion of the agreement, to demand payment security or advance payment, suspending the agreement’s execution until such security or advance is provided. If the Customer refuses to provide advance payment, AGP is entitled to dissolve the agreement, and the Customer is liable for damages resulting from the dissolution.

5.6. AGP reserves the right to withhold goods from the Customer until all outstanding payments are settled.

5.7. In the event of non-payment by the due date (cf. Art. 5.1), all outstanding amounts owed by the Customer become immediately due. Any unpaid invoice will accrue interest at 10% per annum from the due date, without prior notice. Any discounts granted will be forfeited.

5.8. In the event of non-payment by the due date, the Customer shall be liable for a fixed compensation of 10% of the invoice amount, with a minimum of EUR 125.00, without prejudice to AGP’s right to prove and claim higher actual damages. Additional costs, such as court fees, are not included in this fixed compensation and are charged separately to the Customer.

5.9. Late, incomplete, or non-payment of one invoice makes all other invoices due and payable immediately.

 

6. Dissolution and termination

6.1. If the Customer fails to fulfill any obligation under the agreement or is late in doing so, AGP is entitled, without compensation and without prejudice to its rights, to dissolve the agreement in whole or in part by notifying the Customer in writing, to demand immediate payment in full, and/or to invoke retention of title.

6.2. AGP is entitled to extrajudicially dissolve the agreement with immediate effect, without compensation, if the Customer files for suspension of payment or bankruptcy, or if such actions are taken against the Customer, or in the event of seizure of their assets. All invoiced amounts become immediately due and payable.

6.3. In case of dissolution, the Customer shall also be liable for a fixed compensation of 50% of the invoice amount, with a minimum of EUR 125.00, without prejudice to AGP’s right to claim higher actual damages.

 

7. Force majeure and hardship

7.1. AGP is not liable for failure to perform due to force majeure or hardship. During such periods, AGP may, at its discretion, propose functional equivalents to replace missing products, suspend obligations, and/or invite the Customer to renegotiate terms. If force majeure or hardship continues for more than three months, or if renegotiations fail, either party may terminate the agreement without compensation.

7.2. Force majeure includes but is not limited to: natural disasters, wars, hostilities, illness, machine defects, fire, flood, cyber-attacks, scarcity or unavailability of materials, strikes, lockouts, and economic sanctions. The Customer’s inability to pay due to insolvency is not considered force majeure.

7.3. If AGP has already partially fulfilled its obligations at the onset of force majeure or hardship, it may invoice the part delivered or deliverable separately.

 

8. Order cancellation

8.1. The Customer cannot cancel an accepted order without AGP’s prior written consent. If cancellation is permitted, the Customer shall pay compensation of at least 30% of the order price for costs incurred and lost income, without prejudice to AGP’s right to claim higher actual damages.

8.2. Orders for customised products cannot be cancelled once confirmed. The Customer must take delivery and pay the full price unless otherwise agreed in writing with AGP.

 

9. Delivery

9.1. Unless otherwise agreed in writing, delivery takes place according to ICC INCOTERM (2020) ‘Ex Works’. If the Customer fails to accept the delivery or provide necessary instructions, AGP is entitled to store the goods at the Customer’s expense and risk and to dissolve the agreement.

9.2. Goods are considered delivered once AGP has notified the Customer that the goods are ready for collection or dispatch. The Customer assumes all risks associated with the goods from that moment.

9.3. For customised products, deviations of up to +/- 10% in quantity are permissible, and the Customer must accept such variations and pay accordingly.

9.4. If AGP is responsible for transport, it acts only as an agent, and all costs and risks (loss, damage, theft) are borne by the Customer. The Customer is responsible for unloading unless otherwise agreed.

9.5. If AGP is responsible for unloading, the Customer must ensure the delivery site is accessible and provide necessary assistance. AGP is only obligated to deliver to the ground floor. Failure to meet these conditions entitles AGP to reimbursement of additional costs.

9.6. Delivery dates are indicative and not binding. Delays in delivery do not entitle the Customer to dissolve the agreement or claim compensation. Delays in Customer payments may delay delivery.

9.7. Changes to delivery details or circumstances at the Customer’s request may result in additional costs payable by the Customer.

9.8. If the Customer requests that goods be delivered in their absence, the risk of loss, damage, or theft transfers to the Customer from the time of the request.

 

10. Warranty

10.1. Warranty provided by AGP must be explicitly communicated in writing. In the absence of such communication, the Customer cannot invoke any warranty, except as required by law.

10.2. If the warranty is invoked, AGP will, at its discretion, repair or replace the goods, unless such action is pointless for the Customer. The Customer must return the goods at their own expense and risk.

10.3. AGP’s warranty obligations do not cover defects arising from improper use, poor maintenance, unauthorised modifications, or external causes (e.g., fire, water damage).

 

11. Liability

11.1. AGP’s liability is limited to the agreed price of the product causing the damage.

11.2. AGP is not liable for the consequences of the use of the products or any damages incurred. Sales are placed at the Customer’s risk. The Customer shall indemnify AGP against all claims for damages caused by the products.

11.3. AGP does not guarantee the quality of its products if they are subject to abnormal use, poor maintenance, or unauthorised modifications.

11.4. AGP is not responsible for incidental or consequential damages, except in cases of fraud or wilful misconduct.

 

12. Complaints

12.1. Upon receipt of the products, the Customer must check the quantity and condition. Complaints about quantity, non-conformity, or condition must be made by registered letter within two calendar days of receipt.

12.2. Complaints about defects must be submitted by registered letter within eight days of receipt for visible defects or within eight days of discovery for hidden defects. Use or resale of the goods nullifies AGP’s liability. Hidden defects must be reported within 15 days of discovery. Disputes do not entitle the Customer to suspend payment or cancel orders.

 

13. Right of ownership

13.1. All goods delivered by AGP remain AGP’s property until full payment is made by the Customer.

13.2. The Customer must treat goods under retention of title with care and store them as AGP’s property.

13.3. The Customer may not encumber or transfer the goods under retention of title until ownership has transferred to them, except in the ordinary course of business.

13.4. If the Customer becomes insolvent or if a third party threatens seizure, the Customer must notify AGP immediately by registered mail.

13.5. If the Customer fails to meet payment obligations, AGP may repossess the goods. The Customer must provide the location of the goods and return them to AGP at the Customer’s expense. AGP is entitled to enter premises to retrieve the goods. After repossession, the Customer will be compensated for the market value, less the costs of repossession.

 

14. Severability

14.1. The provisions of these General Terms and Conditions shall be interpreted to be valid and enforceable under applicable law.

14.2. The nullity, unenforceability, or inapplicability of one or more provisions does not affect the validity of the remaining provisions.

14.3. The parties will endeavour to replace any invalid provision with a valid clause that reflects the parties’ intentions.

 

15. Applicable law and competent court

15.1. All agreements concluded with AGP are governed exclusively by Belgian law, excluding the Vienna Sales Convention.

15.2. Disputes arising from the agreement or these General Terms and Conditions shall be submitted to the exclusive jurisdiction of the courts of Antwerp, Hasselt division.