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Article 1. Definitions

In these General Terms and Conditions of Purchase (“Conditions”):

a. ALT shall mean:

  1. ALT TECHNOLOGIES B.V., a private company with limited liability incorporated in the Netherlands (chamber of commerce register number 30182868) VAT#NL810864988B01 with its registered address and corporate seat at St. Laurensdreef 40, (3565 AK) Utrecht, in this matter duly represented by Jean-Luc Verstraeten, (“ALT Netherlands“); and/or
  2. ALT ROMANIA S.R.L. incorporated in Romania (chamber of commerce register number J19/510/2004), VAT/EORI# RO16464546 , with its registered address and corporate seat at Sat. Lupeni, Com. Lupeni nr. 648, 537165, Jud Harghita, Romania, in this matter duly represented by Csaba Hajdo (“ALT Romania”); and/or
  3. ALT INDUSTRIAL PARTS (SHANGHAI) CO., LTD incorporated in China ( No.91310000577426268X), with its registered address and corporate seat at No.183-5 Bei He Road, Jia Ding Industrial Park, Shanghai China, in this matter duly represented by Jean-Christophe Auge (“ALT China”); and/or
  4. ALT INDUSTRIAL PARTS MEXICO, S. DE R.L. DE C.V. incorporated in Mexico, with its registered address and corporate seat at Avenida Silvestre Terrazas #12.811, Parque Industrial Bafar, Ejido Labor Terrazas, Chihuahua, Chihuahua, CP 31415, in this matter duly represented by Jaime Hernandez (“ALT Mexico”);

b. Supplier shall mean: the individual or body corporate that supplies goods and/or services against payment of a certain price by ALT;
c. Order/contract shall mean: a written order/contract placed by ALT with the Supplier for the supply of goods and/or services to ALT;
d. Offer shall mean: a written offer by the Supplier to enter into a contract, including all attachments to the Offer;
e. Delivery shall mean: the delivery of goods and/or the rendering of services.

Article 2. General

1. These Conditions shall apply to all orders, offers and acceptance pertaining to contracts made between ALT and the Supplier. The Supplier’s general conditions (of sale), if any, shall not apply unless expressly agreed in writing.
2. Variations to these Conditions shall not apply unless expressly acknowledged by ALT in writing.

Article 3. Conclusion of Orders/Contracts

1. An Offer submitted by the Supplier shall be considered irrevocable.
2. The Order/Contract with ALT is concluded if ALT has sent an Order/Contract to the Supplier and the Supplier has confirmed the Order/Contract in writing within the term set by ALT, if any, and/or by unconditional written acceptance by ALT of an Offer made by the Supplier. If after 48 hours Supplier has not confirmed the Order/Contract, it shall be deemed as agreed/confirmed to ALT.
3. If the Supplier carries out work or makes preparations to so do before an order has been sent by ALT as defined in paragraph hereof, it will do so for its own account and at its own risk.

Article 4. Content of and Alterations to Orders/Contracts

1. Alterations to orders, offers or contracts shall not be valid unless agreed and recorded in writing by ALT.
2. The Supplier shall be responsible for the presence of all latest and agreed specifications pertaining to the goods.

Article 5 Transfer of Obligations

The Supplier may transfer an obligation arising from the contract to a third party only with the prior written consent of ALT.

Article 6. Quality

With due observance of the provisions of the Order/Contract and its (technical) specifications, the Supplier further warrants that the goods to be supplied:
a. Shall fully satisfy the requirements defined in the Suppliers Manual of ALT (‘Suppliers Manual of ALT’), a copy of which can be obtained from https://alttechnologies.com/wp-content/uploads/2019/11/Supplier-Quality-Manual-EN-R15.pdf ;
Shall perfectly fit their designated purpose as stated by ALT or as arising from their nature or the Order/Contract;
b. Shall be in full compliance with the Order/Contract and its specifications, including (all components of) the (basic) material, the volume, the description, the quality and the agreed properties (for example capacity, efficiency, speed, finishing) and that no alterations shall be made to the same without the consent of ALT;
c. Shall be made of sound materials and be soundly made;
d. Shall be identical in all respects to the samples made available or provided by ALT and/or the Supplier and approved by ALT.
e. Shall satisfy in all respects, including their packaging, all applicable rules of law and/or requirements set by the authorities;
f. Shall be free from any defect or deviations to the specification.

Article 7. Inspection

1. Before dispatch, the Supplier shall carefully inspect and test whether the goods satisfy what has been agreed. The Supplier shall notify ALT in time when and where this inspection is carried out so as to enable ALT to be present there and then. Supplier will give ALT a copy of the inspection report and the inspection certificate (Certificate of Analysis) with every shipment.
2. During their manufacturing, processing and warehousing, ALT is entitled but not required to (procure to) inspect the goods to be supplied. If ALT exercises this right, the Supplier will (procure to) make available the facilities that ALT may reasonably demand for that purpose. The exercising or non-exercising by ALT of this right to inspect and approve the goods shall not release the Supplier from its obligations and liability.
3. If at any inspection ALT finds that the goods to be supplied do not satisfy the (description in the) Order/Contract, the provisions of Article 11 shall apply.

Article 8. Delivery

1. The Incoterms 2000 shall apply to all Deliveries made to ALT, unless expressly otherwise provided in these Conditions.
2. Unless otherwise agreed, delivery shall be DDP, at the location, in the way and at the time as provided in the Order/Contract.
3. If no term of delivery has been agreed, the term of delivery shall be 14 days from the conclusion of the Order/Contract as a maximum.
4. ALT shall have the right to impose requirements on and give instructions for the (way of) packaging and pelleting of the goods. If these are not satisfied, ALT shall have the right to refuse the delivered goods, without prejudice to ALT’s
rights to claim damages on the ground of insufficient or inadequate packaging.
5. As soon as the Supplier knows or should reasonably know that the good will not be delivered in time, the Supplier shall promptly notify ALT.
6. If the goods are not delivered on the date agreed, either in part or as a whole, the Supplier shall be in default without any further notice of default being required.
7. Supplier shall send his order-confirmation containing correct lead time, quantity and price no later than 48 hours after receiving the written Order/Contract from ALT.

Article 9. Transfer of Title

Unless expressly agreed otherwise in writing, the title to and risk in the goods shall pass on to ALT upon Delivery at the agreed address of Delivery or at any earlier date when ALT has paid the invoice

Article 10. Price and Payment

1. Unless expressly agreed otherwise in writing, the purchase price shall be the full price for the goods, including the costs of materials, tools, packaging, carriage, levies/duties, insurance, Delivery and the like, save for VAT to be charged, if any.
2. Unless expressly agreed otherwise in writing, the term of payment shall be 60 days. The term of payment commences on the date of full Delivery of the goods and their acceptance by ALT or at a later date when ALT has received the invoice.
3. ALT shall be entitled to deduct from the invoice amount any amount the Supplier may owe to ALT and/or to suspend payment of the invoice if the Supplier fails to fulfil its obligations under the Order/Contract.

Article 11. Liability

1. If the Supplier fails to satisfy its obligations under the Order/Contract, of which ALT at its own discretion may notify to the Supplier by means of a form named ‘Non-Conformity Report’, the Supplier shall be in default without any further notice of default being required.
2. The Supplier shall fully compensate ALT for all loss, including loss because delay, consequential loss, loss of profits and the like, sustained by ALT, its staff or its customers, caused by the Supplier’s failure to fulfil its obligations under the Order/Contract and/or by wrongful acts committed by the Supplier, its staff or other persons engaged by the Supplier.
3. Without prejudice to ALT’s rights to claim full compensation and its other rights arising from default by its contractual partners, ALT shall be entitled to compensation of loss arising from the breakdown or, as the case may be, interruption of its business operations, which loss is hereby set between the parties at EUR 200 as a minimum for each defective product and/or EUR 400 for each hour that the goods were delivered late.
4. In case of defective product delivered to ALT, the Supplier must either repair or fully replace the goods at issue, such at the discretion of ALT, for its own account and at its own risk for no consideration within 14 days from the date when ALT notified the Supplier of the defects.
5. The Supplier indemnifies ALT for all claims by third parties for compensation of the loss referred to in paragraph 2 of this article, including loss arising from or on account of product liability. If a third-party files such claim against ALT, ALT
will so notify the Supplier within a reasonable term.
6. ALT shall be entitled to require the Supplier to takeout insurance to cover risks. At the request of ALT, the Supplier shall give ALT all reasonable information on the insurance/insurances it has taken out to cover such liability.

Article 12. Intellectual Property Rights

1. The Supplier warrants to ALT that the performance of the Order/Contract does not infringe any intellectual property right that third parties may have.
2. The Supplier indemnifies ALT for all loss resulting from such infringement, if any. The Supplier shall promptly notify ALT in writing of any claim for damages with respect to the loss referred to in the preceding paragraph.
3. Unless expressly agreed otherwise in writing, ALT shall always be the proprietor of any intellectual property right that may arise from the performance of an Order/Contract.

Article 13. Ownership of tools/materials

1. All materials/tools, in the broadest sense, made available by ALT to the Supplier or purchased or made by the Supplier under the Order/Contract, shall remain/shall be the property of ALT and shall be clearly identified as such by the Supplier. They
shall be delivered to ALT in proper condition and simultaneously with the goods ordered on the basis of Incoterm DDP.
2. Damage or repairs to the tools/materials shall be for the account of the Supplier.
3. These tools/materials shall not be used for any purpose other than the purposes of the Order/Contract.

Article 14. Confidentiality

The Supplier warrants confidentiality pertaining to all data, information, intellectual property rights related to the Order/Contract, tools/materials and the like that are made available by ALT. At ALT’s request, the Supplier must sign a confidentiality agreement as part of (the performance of) the contract in the form provided by ALT.

Article 15. Termination and Dissolution

1. ALT shall be entitled to terminate or alter the Order/Contract before the Supplier has commenced the performance of the Order/Contract.
2. In the event of non-performance of the order/contract on the part of the Supplier, ALT shall be entitled always to dissolve the Order/Contract without any further notice of default or judicial intervention being required. Such dissolution shall pertain to all goods not delivered yet and may also pertain to goods delivered under the same contract, such at the discretion of ALT.
3. If the Order/Contract is dissolved, ALT shall be entitled to return the goods to the Supplier for the account and at the risk of the Supplier, and the Supplier must promptly reimburse to ALT any payment the Supplier may have received for
these goods.
4. Without prejudice to the other provisions of the Order/Contract, ALT may dissolve the Order/Contract without any further notice of default or judicial intervention being required if:
a. An application for the bankruptcy of the Supplier is filed or if the Supplier is adjudged bankrupt;
b. The Supplier applies for (preliminary) suspension of payments;
c. The Supplier loses the control over its assets or any part therefore as a result of attachment or otherwise;
d. The Supplier’s business of any part thereof is closed down or wound up;
e. A (material part of) the shareholding or control in the Supplier is acquired by a third party.
5. Dissolution of the Order/Contract means that any claim the parties may have on one another will be immediately payable.

Article 16. Applicable Law and Forum

1. All Orders/Contracts made between ALT and the Supplier and any dispute arising from these, including the status of goods under the law of property, shall be governed by Dutch law, and the applicability of the United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) is excluded.
2. All disputes that may arise from the Order/Contract or any subsequent contracts shall be resolved in accordance with the Arbitration Rules of the Netherlands Arbitration Institute.
3. The arbitral tribunal shall consist of one arbitrator. The procedure shall be conducted in Utrecht, the Netherlands, in the Dutch language.
4. Without prejudice to the above provisions, the parties may submit any dispute between them to the Judge ruling in preliminary relief proceedings in the District Court in Utrecht, the Netherlands.

Article 17. Enforceability of the Conditions

If any of the provisions of these Conditions prove to be void, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.