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General terms & Conditions
1. Applicability and definitions
1.1. The following terms and conditions apply to all Services performed by ALLIMEX BVBA , a private company with limited liability (hereinafter referred to as ALLIMEX) for a natural or legal person (whether or not governed by public law) (hereinafter referred to as the Client). No provision whatsoever in the Client’s documents (including their general terms and conditions) is applicable to the Services that have been/are to be delivered by ALLIMEX. If a preference for other general terms and conditions is given in writing, the present General Terms and Conditions will apply in addition.
1.2. By entering into an agreement with ALLIMEX, the Client is aware of and accepts these General Terms and Conditions.
1.3. The Client declares that they know and understand the meaning of all technical terms used in these General Terms and Conditions, as well as any possible additions to them and those used in the quotation.
1.4. Performance, for the purposes of these General Terms, means: the delivery of products, any sale, supply of material and, in general, any services performed by ALLIMEX at the expense of the Client.
1.5. For the application of these General Terms and Conditions, Force Majeure is taken to mean: every occurrence which is reasonably beyond ALLIMEX ’s control, including but not limited to strikes, lock outs, delays or disruptions in transport, acts of war, riots, fire, orders, bye-laws or regulations from the government or administration, inability to obtain natural gas and/or other fuels, supply difficulties, scarcity of materials or lack of products for manufacture, weather conditions that make the execution of the agreement temporarily difficult or impossible, mistakes or delays payable by ALLIMEX’s suppliers, acts by third parties, , one or more manufacturing mistakes in material from one of ALLIMEX’s suppliers, the closure of industrial dumps, etc., irrespective of whether these problems occur at ALLIMEX or the supplier from whom ALLIMEX obtains goods and without ALLIMEX being obliged to prove the influence thereof.
2. Orders and terms of delivery
2.1. Orders and/or terms of delivery are only valid if they have been explicitly accepted by ALLIMEX in writing. A separate written, explicit acceptance is required for each document.
2.2. The presumptive delivery period will be agreed upon when the order is placed. ALLIMEX or their representative endeavour, to the best of their abilities, to deliver the ordered goods or services on time. The Client acknowledges that, unless explicitly agreed otherwise, this delivery date for goods or services is purely indicative. Non-compliance with this indicative term by ALLIMEX or its representative cannot in any event give cause for the dissolution of the agreement or entitlement to compensation. Partial deliveries are always permitted.
2.3. ALLIMEX shall perform the obligations of the agreement to the best of their ability.
2.4. The weights, measurements, capacities, colours and other details that are included in catalogues, advertisements, depictions, and price lists are only meant to be approximations. These details only bind ALLIMEX in so far as this is explicitly stated in the agreement. ALLIMEX is not responsible for changes to the construction of Products made by the manufacturer.
2.5. If the Client cancels or terminates the order, the damage to ALLIMEX will be estimated at at least 30% of the price, without prejudicing ALLIMEX’s right to prove any higher damages or to demand that the agreement is implemented. A statutory interest rate of 10% of the compensation amount will be payable from the date of notice of default of payment for this damage.
2.6. The Client can never cancel orders of general cargo or made-to-measure orders. If this occurs, the Client is obliged to take possession of the order and to pay the bill.
2.7. If the order confirmation contains any change or addition or differs in any way to the order from the Client, it is binding for the Client unless they declare that they do not agree with it within 8 days after receiving the order confirmation.
2.8. ALLIMEX retains the right to suspend the execution of an order if the Client’s account at ALLIMEX exhibits a negative payable balance or if the Client demonstrates financial inability or negative solvency.
2.9. In the event of a refusal to take possession of an order or if there is a delay in the delivery as a result of a suspension of an order for which the Client or third parties are responsible, storage costs will be charged to the Client, without prejudicing ALLIMEX’s right to dissolve the agreement.
3.1. The price is as stated in the quotation and/or order. Price calculations are indicative and non-binding.
3.2. These prices are always subject to possible increases if this is necessary as a result of the evolution of their fixed and/or variable costs amounting to 5% (for example: wages and other national insurance contributions, transport costs, processing costs, levies, fiscal tariffs (e.g. VAT), energy costs, exchange rates, additional costs upon the closing of dumping sites and/or incinerators, etc.).
3.3. If the price is adjusted as described in point 3.2., this will be in proportion to the stated change in the cost structure.
3.4. The prices exclude transport costs (if applicable), insurance costs, packaging costs, import and export duties, placement and assembly costs, environmental fees, etc., unless explicitly stated otherwise in writing.
3.5. If the delivery term, the place of delivery, or the circumstances of the delivery change at the request of the Client, or if the Client has provided incorrect information to this end, ALLIMEX is entitled to payment ofthe additional costs incurred.
3.6. The prices are depended of the dollar rate, if the cost for the dollar increases, ALLIMEX has the right to increase the price with this extra cost.
3.7. The Client cannot set off debts.
4. Retention of title and insurance against the risk of price increases
4.1. The delivered goods will remain property of ALLIMEX until the moment of total payment, including statutory interest and fixed compensation, if applicable. If the Client has not yet (completely) paid the purchase price of a container or in the event of hire, leasing or any other equivalent agreement, the Client will notify third parties (for example a curator or creditors) of ALLIMEX’s retention of title by registered letter each time this is required by the circumstances, including but not restricted to the situation wherein a third party is threatening to seize or has seized the goods. The Client will inform ALLIMEX of this immediately by registered letter.
4.2. If an invoice has not been paid by the due date, the purchase or any other agreement by operation of law will be dissolved in favour of ALLIMEX, who can demand that the goods be returned at the Client’s expense and exercise their right to compensation.
4.3. The Client will ensure (if necessary on the behalf of a third party (buyer) or holder) that ALLIMEX shall be notified of the location of the goods at their first request and that they shall be made available to ALLIMEX again at the expense and risk of the Client if ALLIMEX so requests. For as far as is necessary, ALLIMEX will be granted both an irrevocable mandate for repossession, and a mandate to enter the necessary premises for this purpose.
4.4. The risk attached to the sold goods will pass to the Client at the moment of consent to the conditions of the purchase. Included herein is the risk in the event of unusual cause, coincident and Force Majeure, or similar circumstances arising from whichever party.
5.1. Our invoices are payable by the due date indicated on the respective invoices. Invoices are payable at ALLIMEX’s registered office barring an explicit agreement to the contrary.
5.2. The invoice has been settled when the complete amount stated on the invoice has been received on ALLIMEX’s bank account. All bank and exchange costs connected to the collection of the amount will be charged to the Client. Representatives are not authorised to receive payments.
5.3. Invoices that are not challenged by registered letter within eight days after they have been sent will be considered to have been definitively accepted.
5.4. If an invoice has not been paid or has been paid in part, it will be increased by operation of law and without prior notice of default by a fixed compensation of 10% on the outstanding balance, with a minimum amount of 250 EURO. Furthermore, a delay interest of 10% will be payable as from the due date on the invoice by operation of law and without prior notice of default (if the legal rate of interest is higher, it will be applied). Moreover, fees for lawyers and any other relevant collection costs associated with the collection of the outstanding invoice will be charged to the Client.
5.5. Late, incomplete or non-payment of one expired invoice makes all non-expired invoices payable. Interest for late payment (cf. art. 5.4.) is payable the moment that the non-expired invoices are payable. Fixed compensation is owed in accordance with art. 5.4.
5.6. Any use of promissory notes, cheques or permission to draw a bill to cover the agreed upon price shall never be regarded as a renewal of the debt of the original invoice, nor will it limit or alter any ‘right of retention’, agreement or territorial competence.
5.7. If applicable, the Client will transfer his claim to payment with regard to his customer to ALLIMEX at the time the order is placed.
5.8. ALLIMEX can demand the requisite guarantees from the Client at any time. These guarantees apply as a suspensory condition for the creation or further implementation of the agreement.
5.9. ALLIMEX is entitled to suspend or postpone their obligations in connection with other current contracts between the parties to the extent that the Client has not complied with any payment condition or other obligations.
5.10. Delays in payment by the Client of certain advances on the price of sale may give rise to a proportionate delay in the delivery period.
5.11.In the event of late payment, ALLIMEX is entitled to demand the dissolution of the agreement, to proceed to extrajudicial dissolution (without prior notice of default being required), or according to ALLIMEX’s choice to request the enforced implementation of the agreement, all without prejudice to ALLIMEX’s right to compensation by (early) termination of the agreement. This damage will be fixed and irrevocably estimated at 50% of the remaining amount of the invoice and 45% of the hire periods yet to expire in the case of lease or hire purchase, without prejudice to ALLIMEX’s right to prove any higher damage. For hire purchase, this damage will be increased by the residual value provided in the special conditions, in the event that the hire-purchase equipment is not returned.
6. Delivery, transport and risk
6.1. Delivery will take place at ALLIMEX’s registered office, always ex works, even if transport is provided by ALLIMEX. In this event, ALLIMEX will only act as the Client’s agent. All transport costs are payable by the Client.
6.2. Dispatch and transport will take place at the Client’s risk, irrespective of the way in which the transport is organised. The Client can have the goods insured at their own expense and is obliged to inspect the equipment upon receipt and to exercise their right of recourse against the conveyor within the required time limit.
7.1. The Client must check if the received amounts correspond with the ordered amounts immediately upon receipt of the dispatch. Complaints concerning quantities, (non)-conformity or condition of the delivered goods must reach ALLIMEX within 2 days after receipt of the dispatch per registered letter on penalty of expiry.
7.2. Complaints about faults (including those covered by the manufacturer’s or supplier’s guarantee, which guarantee was directly stipulated to the Client), must be reported to ALLIMEX on penalty of expiry, 2 days after receipt of the goods at the very latest (in the event of visible faults) and 2 days after discovery at the very latest (in the event of hidden faults) by means of a registered letter stating the reason (cf. 6.2). Use or sale of the goods will nullify any liability for ALLIMEX. The claim concerning hidden faults must be made within 14 days of discovery of the faults or after the fault should reasonably have been discovered. Complaints and/or disputes of whatever nature, never give the Client the right to suspend the fulfilment of their obligations towards ALLIMEX or the right to cancel the complete order or delivery. If the complaint is justified, ALLIMEX’s maximum liability will not ever exceed the price of the product.
8. Liability/Force Majeure/provision of information
8.1. ALLIMEX cannot be held liable for the consequences of, use of, and any consequences for the user, a third party or their goods resulting from the delivered, placed and/or transported products. The sale is and remains placed on order and risk of the Client, who is liable for accidents and violations. The Client is also liable for and shall, in this case, indemnify ALLIMEX for all damages (including fire) caused by the products.
8.2. All cases of Force Majeure release ALLIMEX from their liability for anything related to the non- implementation of their obligations within the established period. In the event of Force Majeure, ALLIMEX is entitled to suspend the agreement in as far as it has not yet been carried out either for the duration of the period of Force Majeure or to cancel it without being bound to pay compensation.
8.3.ALLIMEX does not guarantee the quality of their products if they are subjected to abnormal use, bad maintenance, change of the goods assembly, disassembly, or repairs by the Client.
8.4. ALLIMEX is, except in the event of deceit or wilful mistake on their part, not responsible for isolated damage or consequential damage (including: injuries, damage to property, financial loss, loss of profit, personnel costs, damage to third parties, loss of income). In this respect, the Client will waiver recourse vis-à-vis ALLIMEX and/or those appointed by ALLIMEX. In the event of deceit or wilful mistake on their part, ALLIMEX’s maximum liability for incidental or consequential damage will not exceed the purchase price of the product.
9. End of the agreement
9.1. ALLIMEX is entitled to end the agreement by a simple expression of their will to do so without warning or any formality in the following cases: 1. The Client does not fulfil one of their legal or contractual obligations, 2. If the additional guarantees stated on the front are not explicitly confirmed by the Client, 3. Dissolution or transfer of the Client’s company or indications that the Client is ceasing their professional activities, 4. Cessation of payments by the Client, 5. Request for postponement of payment by the Client, 6. Bankruptcy of the Client, 7. Death of the Client, 8. Reduction of the guarantees to be contractually given by the Client, 9. Protested bills, 10. Attachment made against the Client. The Client shall be liable for all damage or cost incurred by ALLIMEX as a result of their negligence. Everything that the Client owes ALLIMEX will be payable immediately and in full if the case arises. ALLIMEX can collect the containers on-site without judicial intervention.
10.1. The invalidity or non-applicability of one or more of these stipulations does in no way affect the validity of the other conditions. The invalidity or non-applicability of one or more of these stipulations does not in any way constitute a reason for terminating the agreement.
11. Jurisdiction and applicable law
11.1. In the event of a dispute over an agreement between the Client and ALLIMEX, irrespective of its nature and the place of delivery or Services, The Hasselt District Courts are exclusively authorised, even if the accepted bills concerned are payable and/or domiciled outside the judicial district of this city. The parties elect domicile at the addresses stated in the agreement, or on the invoice or the order form. If the addresses differ, the order quoted above will be decisive for the correct address. All deeds and writs shall be signed at these addresses. Nevertheless, ALLIMEX retains the right to make services at the last address given to ALLIMEX by the Client.
11.2. All our contracts are subject to Belgian Legislation with the exclusion of the Vienna Sales Convention.
12.1. The client is responsible for the unloading of the container, unless otherwise stated. If this should be done by ALLIMEX, ALLIMEX reserves the right to charge costs.
12.2. Processing prices are current prices and can be adjusted to the market price. ALLIMEX is entitled to charge any increases and addition fees to the Client. Processing costs or processing income, trans-shipment and transport prices can be variable according to the choice of dumpsite or the incinerator or the trans- shipment, increased by the possible transport prices.
12.3. Prices are subject to dollar exchange rates. ALLIMEX reserves the right at the rise of the dollar exchange rates to pass this on to the Client.