General Terms and Conditions of Sale

1- General provisions
Unless expressly agreed otherwise, the contractual relations between the client/buyer and NV ALMAPLAST (hereinafter Almaplast) are governed exclusively by these general terms and conditions. The client/buyer acknowledges having read them and expressly waived its own general terms and conditions.
Any deviation from these general terms and conditions must be expressly confirmed in writing by Almaplast. These deviations will be referred to as the special terms and conditions of sale, which apply only to the relevant offer or order confirmation.
In the event that any provision of these General Terms and Conditions proves ineffective, it shall be replaced by an arrangement that approximates the intent of the ineffective provision as closely as possible. The remaining provisions shall remain in full force and effect.
The failure by Almaplast to exercise any or part of the rights set forth in these terms and conditions shall never be construed as a waiver of the right to exercise such right or part thereof.
2 – Quotations and price estimates
All quotations and price estimates from Almaplast are non-binding and based on the data, drawings, etc. provided by the client/buyer. The stated prices are exclusive of VAT, unless expressly stated otherwise by Almaplast.
Information provided in printed materials by Almaplast may be modified by Almaplast without prior notice. It is not binding on Almaplast. Any inaccuracies on quotations, order confirmations, invoices, etc., due to material errors and/or misrepresentation, may be corrected by Almaplast at any time.
In the case of a composite offer or order confirmation, there is no obligation to deliver a part thereof at the proportional part of the price quoted for the whole.
3 – Conclusion of the agreement
Almaplast is bound only by its express written agreement to an offer and/or order confirmation originating from the client/buyer.
The fact that goods are submitted to Almaplast for reprocessing constitutes an offer and/or order confirmation, even if these goods are not accompanied by a purchase order or a delivery note. If the goods submitted for reprocessing are accompanied by a purchase order or a delivery note, this will be signed by Almaplast subject to the quantity and quality of the goods submitted for reprocessing.
Any offer and/or order confirmation from the client/buyer whereby goods are handed over for finishing without an express reservation to provide a sample, binds the client/buyer irrevocably. In the event that the client/buyer cancels their order for any reason whatsoever, the express agreement of Almaplast is required. In such a case, Almaplast shall be entitled to a fixed compensation of 20% of the price stated in the order, without prejudice to its right to additional compensation in the event of more substantial damage.
If the order placed with Almaplast is modified at the request of the client/buyer, or if, independent of any modification made by the client/buyer, the actual quantity of an order executed amounts to less than the initially foreseen quantity, Almaplast is entitled to adjust its prices to the rates applicable at that time, or to dissolve the agreement by simple notification to the client/buyer without judicial intervention and without compensation. However, in the aforementioned cases, Almaplast shall be entitled to full reimbursement from the client/buyer for the cost price and/or expenses relating to materials, auxiliary materials, and/or parts that were purchased for the execution of the order and/or otherwise made available by third parties.
If, between the time of the offer and/or the order confirmation, on the one hand, and the date of delivery, on the other hand, significant cost increases occur caused by exchange rate fluctuations, increases in labor costs, price increases of raw materials, or other circumstances which Almaplast could not reasonably foresee at the time of the offer and/or the order confirmation, which Almaplast could not avoid, and for which Almaplast cannot remedy the consequences although it has taken all necessary steps to do so, then Almaplast is entitled to pass on these cost increases to the client/buyer.
Any person or company placing an order with a request to invoice it to third parties is personally responsible for its payment, even if Almaplast had agreed to the aforementioned method of invoicing.
Orders placed by persons generally known as acting in the name of and on behalf of a company or a third party shall always be charged to the latter. This company or third party shall be liable for payment, unless they have notified Almaplast in writing in advance that said person is no longer permitted to order on their behalf.
4 – Rights regarding post-processing assignment
The client/buyer placing a post-processing order is presumed to be the holder of the rights necessary to place such an order. He is liable together with his principals against any potential claims by third parties and shall, if necessary, indemnify Almaplast upon first request.
5 – Delivery period – Transfer of risk – Transport
Any stated delivery and execution period is for informational purposes only. Late delivery or execution shall under no circumstances justify a claim for compensation from the client/purchaser. However, the latter may terminate the agreement in the event of non-delivery and/or execution within thirty (30) days after the date of receipt by Almaplast of a registered notice of default.
Unless expressly stipulated in writing of a different place of delivery in the special terms and conditions of sale, delivery shall take place in the premises of Almaplast and
on the date that the client/buyer is notified by Almaplast that the goods are at their disposal here. This is also the time at which the risk of the goods passes to the client/buyer. Upon signing the delivery note, whether by the client/buyer or by the carrier, the client/buyer shall be presumed to have received the number of items and/or goods stated on the delivery note.
The transport or shipment of the goods shall always be at the risk and expense of the client/buyer. In the event that Almaplast is required to organize the transport or shipment, it shall be considered an agent of the client/buyer. In any case, any liability for Almaplast regarding transport or shipment shall cease if the client/buyer has not responded in this regard within a period of three working days after the arrival of the delivered goods.
If the agreement relates to various goods, delivery may take place in whole or in part. In the event of partial delivery, the client/buyer is obliged to pay the corresponding invoice as if it were a separate agreement.
6 – Packaging
Unless otherwise stipulated in the special conditions, the goods shall be packed in accordance with the guidelines of the client/buyer and at their risk; the costs of packaging shall be subject to a separate charge, which shall be charged to the client/buyer either separately or together with the price.
7 – Force Majeure
In the event of force majeure, Almaplast’s delivery and other obligations shall be suspended. In that case, Almaplast is only obliged to deliver or fulfill its obligations as soon as this is reasonably possible.
Unforeseen circumstances relating to persons and/or materials which Almaplast employs or customarily employs in the performance of the agreement, which are of such a nature that performance of the agreement becomes impossible, or is so burdened and/or disproportionately costly that performance of the agreement cannot reasonably be demanded of Almaplast, shall be deemed to be equated with force majeure. Therefore, without this list being exhaustive, strikes, factory blockades, illness of personnel, business disruptions, lack of raw materials, semi-finished products, materials, auxiliary materials, parts and/or energy, delayed or non-delivery by suppliers, transport disruptions, cyberattacks, and import and export restrictions shall be considered force majeure.
If the force majeure lasts longer than three months, both Almaplast and the client/buyer are entitled to dissolve the agreement for the non-executable part by means of a written statement, without being liable for any compensation.
8 – Deviations
Unless otherwise agreed in writing with the client/buyer in the special terms and conditions of sale, all deliveries shall be made subject to the customary sectoral deviations regarding uniformity of coating thickness and the number of pieces to be delivered. With regard to uniformity of coating thickness, the permitted deviation percentage shall be at least 20%, and with regard to the number of pieces to be delivered, at least 5%.
Assessment of the visible aspect of the paintwork is always carried out in accordance with the inspection procedure with reference “QC001 – Almaplast Standard Acceptance and Failure Criteria for both Wet Paint and Powder Coating”, unless a different inspection procedure was specified in writing by the client/buyer at the time of ordering.
9 – Complaints
A complaint regarding an invoice must be communicated in writing to Almaplast within eight days of the invoice date.
Visible defects regarding which no remarks were made by the client/buyer at the time of delivery are inadmissible and will not be processed.
Any complaint regarding hidden defects must be notified to Almaplast in writing by registered mail immediately after discovery and no later than six (6) months after delivery. The aforementioned period of six (6) months shall commence on the date on which the goods are delivered by Almaplast in accordance with Article 5, paragraph 2. All complaints submitted outside the time limits mentioned in this article shall be inadmissible by operation of law.
10 – Warranties – Liability
Almaplast guarantees the client/buyer the soundness of the orders executed and/or goods sold by it. In the event of defective execution and/or delivery, Almaplast shall only be obliged to carry out the necessary repairs or to redeliver the goods. Other or further claims, including compensation for costs, damages, and interest due to prejudice to business interests and business losses, whether caused directly or indirectly to the client/buyer or a third party, are excluded.
In the event that implements and/or tools are made available by the client/buyer, Almaplast is not liable for the loss or damage of the said implements and/or tools.
The aforementioned implements and/or tools shall never leave Almaplast’s premises without the express permission of Almaplast and may not be reclaimed by the client/buyer prior to the completion of the assignment to be performed.
The warranty does not apply if the replacements are the result of normal wear and tear, negligence, lack of maintenance, improper use, or incidents caused by chance, force majeure, or third parties, or if the client/buyer has carried out modifications, repairs, or improper handling of the goods on their own initiative and without the prior agreement of Almaplast.
The client/buyer is obliged to indemnify and hold Almaplast harmless with respect to claims brought by third parties that are the direct result of the agreement applicable between the parties, but for which Almaplast is not liable to the client/buyer.
11 – Retention of title
The goods supplied by Almaplast remain its property until full and effective payment of all amounts owed by the client/buyer, provided that the client/buyer is liable for and bears the risk regarding the supplied goods from the moment they are at his disposal. As long as Almaplast has reserved title to the sold goods, the client/buyer may not dispose of the goods, neither by way of sale, pledging, nor in any other manner. The client/buyer is obliged to notify Almaplast without delay if third parties assert rights with respect to the goods still belonging to Almaplast. The client/buyer is obliged to [include] the goods subject to the retention of title.
have been delivered with due care and to be kept as recognizable property of Almaplast. In the event of non-payment on a single due date or if the client/buyer requests a term and extension from one or more of his creditors, applies for a judicial or extrajudicial settlement, or if all or part of his goods are seized, Almaplast may dissolve the agreement by operation of law and repossess the goods delivered by it as described in Article 14.
Without prejudice to the agreed payment terms, Almaplast has the right, at any time, either prior to delivery of the goods or during delivery of the goods, to request the client/buyer to provide an unconditional bank guarantee, callable upon first demand, for the purpose of securing his payment obligations. As long as the said bank guarantee has not been provided to the satisfaction of Almaplast, Almaplast is entitled to suspend all further deliveries.
12 – Materials of the client/buyer
The plans, designs, drawings, and all goods belonging to the client/buyer and stored in Almaplast’s premises remain there at the risk of the client/buyer, who expressly relieves Almaplast of any liability of any nature whatsoever. The same applies to the executed works and to the goods or deliveries intended for the client/buyer. Although Almaplast shall act with due care in the safekeeping of the aforementioned materials, it expressly relieves itself of any liability regarding the loss of and/or damage to the entrusted materials.
The storage costs for the aforementioned materials will be charged to the client/buyer from the date communicated by Almaplast. In the event of non-payment on the agreed date, these materials may be retained as security and collateral for any sums due.
13 – Payment
Unless stated otherwise in the special conditions of sale, Almaplast’s invoices are payable within thirty days of the invoice date. Payment must be made at Almaplast’s registered office in Kontich, either by cash payment or by bank transfer to the account number stated on the invoice. Almaplast reserves the right, under all circumstances and without any limitation, to request cash payment for each invoice at the time of delivery. The client/buyer is not entitled to invoke any withholding, reduction, or set-off.
The payment obligation of the client/buyer in accordance with this article shall under no circumstances be suspended by the filing of a complaint regarding the delivered goods.
Every invoice unpaid on the due date will be increased from the due date by a conventional interest of
1.5% per month on the amount due. Furthermore, any late payment shall automatically and without notice of default give rise to the payment of a fixed compensation of 15% of the amount due, with a minimum of 100 EURO, by way of damages.
If the client/buyer is in default with any payment to Almaplast, the latter has the right to suspend further performance of the agreement, or
to dissolve this in application of Article 14. Likewise, in such a case, all still unpaid invoices of the
become immediately due and payable by operation of law. If the client/buyer cancels or suspends an order, Almaplast shall have the right to immediately invoice the work already performed (wages, raw materials, subcontracts, etc.), without prejudice to the fixed compensation provided for in Article 3. The date of entry in the outgoing invoice book shall apply as the date of dispatch.
14 – Express resolutive clause
Without prejudice to its right to compensation, Almaplast is entitled, at its discretion, to dissolve the agreement by operation of law in the event of non-payment on a single due date or non-compliance with any other contractual obligation, or if the client/purchaser requests a deferral from any of his creditors, applies for a judicial or extrajudicial settlement, or if all or part of his assets are seized at the request of a creditor, by merely sending a registered letter by post.
The client/buyer undertakes to return the goods to Almaplast within twenty-four (24) hours. In the event of non-return within this period,
Almaplast, wherever it may be, may take back the goods without any judicial formality or intervention.
15 – Applicable law – Competent court
The contractual relations between the client/buyer and Almaplast are subject to Belgian law.
The courts of Antwerp have exclusive jurisdiction to hear all disputes between the parties. However, Almaplast may also institute legal proceedings in the domicile of the client/buyer.

version 19/12/2023