1. DEFINITIONS
1.1. The term "Buyer" refers to the company Alpha Innovations S.A., purchasing Products and/or Services in accordance with these General Terms and Conditions.
1.2. The term "Seller" refers to any company providing Products and/or Services to the Buyer.
1.3. The term "Party" refers to the Buyer or the Seller, hereinafter referred to individually as a "Party" or jointly as the "Parties".
1.4. The term "Agreement" refers to any meeting of minds between the Parties regarding the purchase and sale of Products and/or Services.
1.5. The term "Product(s)" refers to any product, tangible good, or component purchased by the Buyer in accordance with these General Terms and Conditions.
1.6. The term "Service(s)" refers to any intellectual, technical, or manual provision provided by the Seller.
1.7. The term "Deliverable" refers to any document, report, or result resulting from a Service.
1.8. The term "Non-conformity" refers to:
• For Products: any product not complying with the specifications, particularly technical ones, indicated or established by the Buyer, or any product incompatible with its intended use ("Defective Product(s)"). In the absence of specifications established by the Buyer, "Defective Product" refers to any product not conforming to approved samples. In the absence of an approved sample, "Defective Product" refers to any product not conforming to standard products generally accepted by the industrial sector.
• For Services: any failure to comply with professional standards, agreed service levels (SLA), or the expected result.
1.9. The term "Order" refers to any written document (in paper or electronic format) issued by the Buyer and addressed to the Seller, formalizing the intent to acquire Products or Services. The Order specifies in particular:
• The specific conditions applicable to the transaction.
• The description of the Products or the nature of the Services expected.
• The requested quantities.
• The agreed price.
• The place and date of delivery or performance.
• The unique reference number allowing identification and invoicing.
2. ORDER OF PRECEDENCE
The Order is placed under the following conditions and in order of precedence:
1) The framework agreement, if one exists between the two Parties.
2) The specific conditions indicated on the purchase order and without prejudice to the General Terms and Conditions of Purchase.
3) These General Terms and Conditions of Purchase.
4) The Buyer's technical specifications.
5) The Seller's technical specifications.
6) The Seller's General Terms and Conditions of Sale.
3. ORDER ACCEPTANCE
3.1. Acceptance of the Order implies acceptance of the General Terms and Conditions of Purchase.
3.2. The Seller shall acknowledge receipt and acceptance of this Order by email to the Buyer's contact, within 3 working days after receipt thereof. The acknowledgment of receipt shall indicate the price and the agreed date for delivery of the Products and/or performance of the Services. In the absence of a reaction from the Seller within 3 days, the Buyer reserves the right to notify the Seller either that the Order is considered accepted without reservation under the Buyer's conditions, or that the Order is cancelled without any compensation being claimed.
4. AUDIT / QUALITY / DOCUMENTATION
4.1. The Buyer reserves the right to inspect the Seller's production, collect samples, and conduct all investigations it deems necessary at the Seller's manufacturing sites. At the Buyer's request, an audit of the Seller's production site may be carried out. The planning of this audit must be agreed upon within a period not exceeding 3 months.
4.2. It is the Seller's responsibility to ensure that the Buyer can exercise its right of control, including when production is intended, partially or totally, for other Buyers on the day of the audit.
4.3. It is the Seller's responsibility to report to the Buyer the technical specifications of its Products/Services, including mechanical, electrical, electronic, chemical incompatibilities, as well as critical levels of use.
5. SUBCONTRACTING
5.1. The Seller may not subcontract all or part of the Agreement without the prior written authorization of the Buyer.
5.2. Recourse to subcontracting does not relieve the Seller of its obligations and liability under the Agreement.
5.3. In the case of subcontracting, it is the Seller's responsibility to respect and ensure respect for the confidentiality agreement binding it with the Buyer, including audit obligations.
6. INTELLECTUAL PROPERTY
6.1. The Seller certifies that the Products/Services do not violate any Intellectual Property rights held by a third party. The Seller shall indemnify the Buyer for all costs induced by or relating to the Products/Services and/or their incorporation into the final products sold by the Buyer or a customer thereof, as soon as said Products/Services violate an Intellectual Property right held by a third party. The Seller shall assist the Buyer, and upon express request of the Buyer, defend the Buyer at the Seller's expense during lawsuits that may be brought against it due to this violation of an Intellectual Property right.
6.2. In the event that the Seller produces or gathers for the Buyer notes, reports, data, or any other information regardless of the medium (hereinafter referred to as "Documentation"), they shall be the exclusive property of the Buyer. As such, the Seller undertakes to assign all its potential Intellectual Property rights on said Documentation, including the rights of reproduction, use, representation, incorporation, modification, translation, distribution, on any medium or format, for the entire legal duration of protection provided by the law relating to the protection of Intellectual Property, and for the whole world for the purposes of the use or sale of the Product/Service. Furthermore, the Seller may not use the Documentation produced for the Buyer without the prior written authorization of the latter.
6.3. When improvements are made by the Seller to a Product of the Buyer in accordance with specific terms of the Agreement, the Buyer still holds all property rights on these modifications designed and/or implemented within the framework of the order. Consequently, any modification of a Product of the Buyer shall be the subject of a prior agreement between the Parties, and the Seller undertakes to assign to the Buyer all Intellectual Property rights relating thereto, and to immediately inform the Buyer of any improvement of its own Products. In addition, the Seller undertakes to facilitate the Buyer's procedures, at the Buyer's expense, in order to allow it to carry out any filing that the latter deems useful for the protection and preservation of the rights referred to in articles 6.1 and 6.2 hereof.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1. Designs, plans, samples, tools, drawings, programs, and other information provided by one Party to the other Party may not be used by the receiving Party for purposes other than the execution of the Agreement and may not be reproduced or disclosed to third parties without the prior written consent of the disclosing Party.
7.2. At the request of the disclosing Party, the receiving Party must return all documents and computer data, including their copies, as they were received from the disclosing Party. Similarly, copies made by either Party or at the request of either Party must be immediately destroyed.
7.3. The Seller shall not make any publicity, without the prior written consent of the Buyer, about the fact that it provides Products and/or Services to the Buyer or that it is considered for doing so. Moreover, the Seller may not, without the prior written consent of the Buyer, use the name or logo of the Buyer, its brand, or any other distinctive sign, protected or not.
7.4. Designs, plans, samples, drawings, and programs produced at the Buyer's request are the property of the Buyer.
7.5. The Seller undertakes to sign an NDA (Non-Disclosure Agreement) at the Buyer's request.
7.6. Upon delivery, the Seller shall provide the Buyer free of charge with the required number of documents, drawings, and plans necessary for the assembly, start-up, operation, and maintenance of the Products.
7.7. The Seller undertakes to comply with all obligations incumbent upon it under the regulations relating to the protection of personal data, in particular the General Data Protection Regulation (GDPR - Regulation UE 2016/679) as well as any national legislation in force. The Seller guarantees that personal data potentially processed within the framework of the Agreement are collected and exploited in a lawful, fair, and transparent manner. In the event of a data breach or security failure impacting the Buyer's data, the Seller undertakes to inform the Buyer without delay.
7.8. In case of non-compliance with one of these clauses, the aggrieved Party may request compensation equivalent to the damages it considers to have suffered.
8. PRICE AND QUANTITIES
8.1. By default, prices are expressed in euros excluding taxes.
8.2. Prices are expressed by units, namely:
• In pieces (PC), in meters (MR), in sets (ST), in liters (L), in kilos (KG) for Products;
• In hours (H), in Man-Days (JH), in Fixed Price (FF), in Unit of Work (UO) for Services;
8.3. The price indicated on the Order and/or confirmed on the acknowledgment of receipt is non-revisable. The same applies to orders with deliveries on call.
8.4. The price of Products includes handling and packaging. The price of Services includes, unless otherwise stated, travel and accommodation costs. No additional costs, not announced during the acknowledgment of receipt, will be accepted by the Buyer.
8.5. Delivered quantities shall correspond to the ordered quantities. If the ordered quantity cannot be respected, for packaging or production reasons, it is the Seller's responsibility to report it to the Buyer on the acknowledgment of receipt. In the event that the Seller has not informed the Buyer of a difference in quantities at the time it acknowledges receipt of the Order, the Buyer shall be entitled to refuse the surplus or even the complete batch.
9. COMPLIANCE AND WARRANTY
9.1. The Seller guarantees that the Product corresponds in all respects to the Product ordered by the Buyer, both in terms of reference, quality, materials, dimensions, performance, use, and options.
9.2. The Seller shall provide, accompanied by each order or with annual value, a certificate of compliance for the Products, and shall make available an up-to-date REACH and ROHS declaration.
9.3. The Seller guarantees the compliance of its Products for a period of 2 years from the date of receipt of said Products by the Buyer. During the warranty period, the Seller shall take charge of making the Products compliant with an obligation of result, within the period assigned to it, without any additional cost being claimed from the Buyer.
9.4. The Seller guarantees that its Services are provided according to the highest professional standards. In case of performance defect, the Seller undertakes to re-perform the Service without additional costs.
9.5. The Seller must prove Professional Civil Liability insurance specifically for non-material damages caused during the provision of Services.
10. DELIVERY
10.1. Unless otherwise agreed, the Order for Products is concluded DAP/DDP (Incoterms 2020) at the delivery address indicated by the Buyer. Services are performed at the agreed location (Buyer's site or remotely).
10.2. Delivery of Products or performance of Services shall take place on the day agreed by the Parties. In case of delay, it is the Seller's responsibility to warn the Buyer as soon as possible and to communicate the rescheduled delivery/performance date.
10.3. Every delivery of Products must be accompanied by a delivery note indicating the Buyer's purchase order number as well as its item references.
10.4. Each item must be clearly identified, using the Buyer reference or at least the Seller reference.
10.5. It is the Seller's responsibility to prove delivery. In the event that the Seller cannot provide the Buyer with a detailed delivery note signed by an authorized person, delivery is considered not to have taken place.
10.6. Receipt of Products is subject to control. The Buyer grants itself a period of 10 working days to control unpackaged goods, and a period of 3 calendar months for packaged goods, and to open a dispute if necessary.
10.7. Furthermore, within the framework of its forecast orders, the Buyer reserves the right to delay the delivery of ordered Products for a duration of 6 months, without any storage fees or any additional cost being claimed from it, nor said Products being sold to another customer.
10.8. In the event that the Buyer provides parts to the Seller within the framework of machining or treatment, the Seller is granted a loss rate equivalent to 2% per reference whose number is greater than fifty parts, and 0% per reference whose number is less than fifty parts. In the case of a higher loss rate, all losses will be reinvoiced to the Seller at its purchase price and increased by incidental costs (administrative and transport costs charged by the Buyer's manufacturer).
10.9. Delivery of Services is recorded by the signature of a Receipt Protocol (PV de réception) or the validation of the Deliverable by the Buyer. The Seller is subject to an obligation of result for technical services and an obligation of means for consultancy.
11. PENALTIES
11.1. The Buyer reserves the right to apply a penalty in cases where:
• The delivery date is not respected
• Non-conformity of parts implies a return or additional manipulation, thus delaying the actual availability of parts
• And that the case of Force Majeure cannot be invoked.
The applied penalty will amount to a rate of 1% of the value of the parts involved per week of delay, or at the rate applied by the final customer.
12. FORCE MAJEURE
12.1. Any sudden, unpredictable, insurmountable, external event independent of the will of the Parties is considered a case of force majeure.
12.2. Neither Party may be held responsible in case of non-execution of an obligation due to force majeure events, such as: collective conflicts, wildcat strikes, riots, insurrections, war, fire, flood, or if execution is prevented by government decision.
12.3. Announced strikes, announced bad weather, maintenance of a machine park, lack of availability of transport means, are not considered cases of force majeure.
12.4. If one of the Parties wishes to invoke force majeure, it must notify the other Party immediately and in writing, justifying what constitutes force majeure.
13. INSURANCES
13.1. The Seller certifies and shall demonstrate at the Buyer's request, that it is insured for civil and professional liability against direct and/or indirect losses and/or damages engaging its responsibility or that of its subcontractors.
14. COMPLIANCE WITH LAW
14.1. Any agreement between the Seller and the Buyer shall be subject to the law applicable in the country where the Buyer exercises its main activity.
15. TERMINATION
15.1. The Buyer reserves the right to terminate the Order without notice and without any compensation being claimed from it in the event that:
• The Seller's capacity to meet the Buyer's requirements, in terms of quality or deadline, can reasonably be questioned;
• One of the clauses of these General Terms and Conditions is not respected.
15.2. If the Seller wants to terminate the Order, without invoking force majeure, it must on the one hand reimburse any prepaid amount if applicable, and on the other hand, pay an indemnity equivalent to 5% of the value of the cancelled Order per week starting from the date of the Order.
15.3. Both Parties may terminate the Order, without invoking force majeure, and without compensation to the other Party, if one of them becomes insolvent or initiates a judicial reorganization or liquidation procedure.
16. INVOICING / PAYMENT
16.1. Any invoice charged to the Buyer shall be addressed to:
ALPHA INNOVATIONS S.A.
ACCOUNTING SERVICE
Avenue Alexander Fleming 1
1348 Louvain-la-Neuve
VAT BE0672.584.340
According to the following modalities and in order of preference:
• Via Peppol
• By email to the address accounting@alphainnovations.eu
16.2. To be valid, any invoice must:
• Indicate the Buyer's purchase order number
• Indicate the items to which it refers
• Relate to Products and/or Services effectively delivered/performed and for which no dispute is ongoing.
• Include the costs as they were concluded, at the latest during the acknowledgment of receipt
16.3. By default and unless otherwise agreed, invoices are payable 60 days end of month.
16.4. Payment of the invoice does not deprive the Buyer of its rights.
16.5. For any order exceeding €20,000, the Buyer reserves the right to ask the Seller for:
• A bank guarantee if the Seller requests the payment of a deposit;
• A performance guarantee equivalent to 10% of the order amount, opened prior to the payment of the invoice, and for a validity of 2 years from the date of receipt of the Products by the Buyer.
17. DISPUTES
17.1. In case of dispute, the Parties submit jurisdiction, in order of preference:
• to CEPANI, in accordance with its arbitration rules
• to the Commercial Court of the district of Nivelles
The Buyer reserves the right to modify these General Terms and Conditions of Purchase at any time.