Alwin Algerie S.A.R.L Terms of sale and delivery
Article 1. General
- The following conditions always and exclusively apply to all contracts concluded between Alwin Algerie and the client. It is only after written acceptance by Alwin Algerie S.A.R.L that changed conditions may be applied.
- The client accepts these conditions by the simple act of ordering, or making a purchase contract with Alwin Algerie.
- Offers made by Alwin Algerie S.A.R.L are free of any commitment on the part of the latter. Offers made by Alwin Algerie S.A.R.L are binding after the written acceptance of the client’s order.
- Alwin Algerie S.A.R.L is only bound by what it has been agreed upon in writing. The inaccuracies made by Alwin Algerie S.A.R.L in the order confirmation must be notified by the client by registered letter with return receipt ten days at the latest following the date of confirmation.
- The client who placed an order remains bound by the terms of this order unless it has been rejected by Alwin Algerie. Alwin Algerie S.A.R.L is not bound by the terms and descriptions of an order which differs from or adds to a possible offer, after they have been accepted in writing.
- The documentation, plans, descriptions, weights and implementation programs are intended to provide a general idea about the goods and do not bind Alwin Algerie in any way.
- The reproduction of material, prints, plans, drawings and photographic equipment is forbidden over which Alwin Algerie has copyright and ownership.
Article 2. Price and payment
- Prices are collect charges: insurance, packaging, transportation and any inherent risks, as well as removal, are at the expense of the client, in addition to any additional costs in connection with deliveries made outside of Algiers.
- If after issuing an offer or after concluding a contract, planned or unplanned modifications to one or several factors of any kind which determine the price were brought, Alwin Algerie S.A.R.L is entitled to adjust the agreed prices. This increase is also subject to value added tax.
- Alwin Algerie is also allowed to invoice an extra work when (the price) of the work has not been agreed upon, by an order made in advance in writing. Expenses stemming from modifications to orders already executed are at the expense of the client.
- Unless agreed otherwise in advance, payment must be received by Alwin Algerie S.A.R.L within the conditions fixed in the contract. Failure to comply with this provision, the client is in default without even requiring any formal notice.
- Alwin Algerie reserves the right to request a partial payment as well as a cash payment at the time of delivery.
- The client’s request for damages, compensation or repair or repayment under this guarantees, from Alwin Algerie on any basis whatsoever, does not suspend their obligation to pay. The client will not rely on any possibility of offsetting mutual debts with Alwin Algerie, to evade their obligation to pay.
- Failure to pay at the due date leads to immediate payability of the due amounts without prior notice. The buyer will be liable to Alwin Algerie to penalties equal to 1.5 times the rate of interest.
- The judicial and extrajudicial fees incurred by Alwin Algerie for the recovery of any debt shall be borne by the customer.
- The client transfers to Alwin Algerie property rights of the goods that to the client owns by joint ownership until payment of all the amounts due by the client to Alwin Algerie S.A.R.L.
- The company Alwin Algerie is entitled to demand immediate payment and / or suspend completion of its obligations until receipt of payment from the client if at any time of the contract it has reason to believe that the client is having financial difficulties. The company Alwin Algerie S.A.R.L is entitled to demand immediate payment and / or suspend completion of its obligations until receipt of payment if it also became aware of the state of insolvency of the client or his state of reorganization or liquidation.
Article 3. Delivery
- The delivery time mentioned by Alwin Algerie in offers, order confirmations and contracts or elsewhere is not restrictive and is always not binding. Its expiry does not constitute a wrong. Alwin Algerie S.A.R.L will do everything it can to comply with the time of delivery.
- The delivery period begins on the next day following receipt and acceptance of the order.
- Exceeding the delivery time as defined in the preceding articles, regardless of cause, except in cases of a serious offence, does not give the client the right to compensation, termination of contract or non-compliance with any obligations related to this contract. Alwin Algerie commits to consult with the client in case of excessive delivery time exceedance.
- Unless it has been stipulated otherwise in writing, the place of delivery is at the factory or warehouse of Alwin Algerie all transportation and shipping costs as well as any risks associated are at the expense of the client.
- Delivery is deemed to take place when the goods leave the warehouse of Alwin Algerie, or when indicated by Alwin Algerie in the notification to the client that the goods are ready for delivery, whichever occurs first.
- If the client does not remove the goods within the three months following this notice, Alwin Algerie S.A.R.L is entitled to charge the client storage fees.
- Regarding partial deliveries. Partial shipments are considered as individual deliveries. Goods assembled by Alwin Algerie are considered delivered when the assembling is complete. Delivery is deemed to have occurred, even if for reasons beyond the control of Alwin Algerie. A functional test cannot be undertaken.
- If for reasons beyond the control of Alwin Algerie, some parts are not simultaneously delivered with the goods assembled, while these assembled goods work properly, or if these activities, which procurement does not depend on Alwin Algerie and should have been completed by a third party have not been achieved, Alwin Algerie is deemed to have fulfilled its obligation of delivery, even if the agreement required by the authorities was not obtained.
- Any claim relating to goods, activities and billing must be made within the fifteen days following delivery or receipt.
Article 4. Guarantee
- Subject to the provisions of “paragraph 5” of this section, this guarantee is valid for:
- One year from the date of delivery as defined in paragraph 5 of Article 3 of these conditions,
- Less than one year if the following conditions are met: a maximum of 20,000 tilting cycles for the cylinders, distributors, pneumatic controls or other components; up to 300 hours of service for main drive pinion and pumps, a maximum of 100,000 km of mileage for a vehicle tank.
Any deviation from the provisions provided by this section shall be accepted by Alwin Algerie in a written contract, and before the commissioning of the goods.
- Any claims for defects must be made in writing within fifteen days before the expiration of the warranty period. At the end of that period Alwin Algerie S.A.R.L is relieved of any liability for the goods. Lawsuits must be brought within one year following notification of the claim made to Alwin Algerie S.A.R.L.
- The defaults demonstrated and proven by the client are freely repaired, if necessary replaced by Alwin Algerie S.A.R.L, after recognition of the right to warranty. The products or defective parts must be made available for control of Alwin Algerie S.A.R.L, or that of third parties authorized by Alwin Algerie S.A.R.L, or directly sent to a place of maintenance or repair belonging to HYVA, and this at the discretion of Alwin Algerie S.A.R.L.
- The replacement of defective parts takes place only after receipt of the defective part. The parts replaced become the property of Alwin Algerie S.A.R.L. The shipping of old and new parts, as well as packaging costs are at the expense of the client. A fixed rate of DZD 3,000 will be deducted by Alwin Algerie S.A.R.L for every return for which we do not hold responsibility. Returns which value is less than DZD 3,000 will not be credited. The costs for assembling in a unit or in a vehicle, for travelling and stay as well as the equipment necessary for installation including oil and package are also billed to the client. For the parts repaired or replaced, the warranty period is three months.
- The company Alwin Algerie S.A.R.L. guarantees the defective goods (or the spare parts) it supplied, but made by a third party, within the terms and conditions during the warranty period, as defined by the manufacturer of the related products.
- The failure of parts or products which occurred through normal wear, as well as damage to the paint, the damage caused by exercise of unpredictable external forces on Products of Alwin Algerie are not included in the warranty.
- The client commits towards Alwin Algerie S.A.R.L to maintain and take care of the delivered products as a good family man. Either The improper handling or poor maintenance of products delivered relieves Alwin Algerie S.A.R.L of its guarantee obligations. If the client carries out or makes any repairs or changes himself to products delivered, Alwin Algerie S.A.R.L is relieved of its liability.
- Alwin Algerie S.A.R.L is relieved of its liability when failures are the result of misuse, where maintenance is not performed in accordance with the requirements and stickers provided, when valves or operating devices sealings are broken, when oil, grease, pressure or tension, other than those approved by Alwin Algerie S.A.R.L are used, when the cause of the failure (s) cannot be determined and when there is reason other than the lack of quality of materials or activities performed by Alwin Algerie S.A.R.L. Finally, the client loses any benefit of the warranty when failing to fulfill any of its obligations.
- Compliance by Alwin Algerie S.A.R.L of its guarantee obligations accounts as unique entire damages.
Article 5. Risk.
- The risks for any damage that the goods may be subjected to (including damage from transportation, fire and water damage, theft, embezzlement, etc..) are transferred to the client who bears the charge, immediately at the time of delivery, or upon notification of removal, one that occurs first. The client must insure against these risks.
- The products brought to Alwin Algerie S.A.R.L for processing, repair or control, are at risk of the client. Alwin Algerie S.A.R.L does not insure this product against any risk whatsoever.
Article 6.Force majeure
- Alwin Algerie S.A.R.L is not responsible for any loss or damage incurred by the client due to delay in the execution, partial completion or non-completion by Alwin Algerie S.A.R.L of its obligations related to this contract, if the delay, partial completion or non completion of this contract is due to force majeure.
- When completion of the contract by Alwin Algerie S.A.R.L has been suspended for more than three months due to a force majeure, the contract is rightfully terminated, without any judicial intervention or prior notice, and Alwin Algerie S.A.R.L is not required to pay any compensation. The termination includes the right of Alwin Algerie S.A.R.L to obtain reimbursement of expenses incurred for activities performed by it, or returning of goods that were delivered. Alwin Algerie S.A.R.L informs the client as soon as possible of the existence of a force majeure.
Article 7. Responsibility
- Except in cases of a serious offence and subject to the provisions of “Article 4”, “paragraph 9”, Alwin Algerie S.A.R.L liability is excluded for damages such as losses incurred by the company and other indirect damages.
- The client is bound to compensate Alwin Algerie S.A.R.L for all expenses, losses, and damages, paid or caused by or on the occasion of liability actions brought by third parties for which Alwin Algerie S.A.R.L is exempt from liability pursuant to terms with the client.
- In addition, the client shall indemnify Alwin Algerie S.A.R.L for all costs and damages caused by possible liability for patent, infringement of copyright, rights related to patents or other rights of third parties through the use of data to execute an order provided for Alwin Algerie S.A.R.L.
Article 8. Reservation of title and lien
- Ownership of goods delivered or to be delivered is shipped to the client only when the client has paid the full price of such goods, either with or without assembly and including costs and interest.
- A deteriorating financial situation of the client or any other change that may affect compliance with obligations must be immediately reported to Alwin Algerie S.A.R.L. Alwin Algerie S.A.R.L reserves the right to demand the return of goods delivered if the client does not meet their obligations.
- The client that has not obtained ownership of the goods delivered is not authorized to guarantee, alienate, exchange, consign or pledge the goods or otherwise take them out of his company.
- If Alwin Algerie S.A.R.L products are integrated into a larger unit in which they can be regarded as a major component, the unit will be an undivided ownership of Alwin Algerie S.A.R.L and the client, whose freehold share returning to Alwin Algerie S.A.R.L being determined in proportion with the value of products delivered belonging to Alwin Algerie S.A.R.L, the property is undivided until full payment is made by client.
- The client is bound to cooperate with measures taken by Alwin Algerie S.A.R.L to protect its properties. The client commits: in case of seizure – to immediately inform the bailiff and in the case of an initiation of a reorganization or liquidation – to immediately inform the legal representatives of the property of Alwin Algerie S.A.R.L over the products.
- Regarding the client’s products that are brought to Alwin Algerie S.A.R.L for repair or of parts assembly or any other reason, Alwin Algerie S.A.R.L will be entitled to exercise a lien – if it wishes, until the client has fulfilled all obligations towards Alwin Algerie S.A.R.L.
Article 9. Cancellation
- Alwin Algerie S.A.R.L gives its written consent to cancel the order at the request of the client, the client agrees to pay for equipment purchased by Alwin Algerie S.A.R.L, whether used or not, the agreed price, plus the labor burden incurred which is 10% of the agreed price.
- In the case stipulated in the preceding paragraph, the client also agrees to: – compensate Alwin Algerie S.A.R.L for foreign currency losses arising from cancellation – guarantee Alwin Algerie S.A.R.L against any possible claims from third parties as a result of the cancellation.
Unless expressly agreed in writing to the contrary, the packaging will be at the expense of the client and according to the requirements of Alwin Algerie S.A.R.L and / or the discretion of Alwin Algerie S.A.R.L It will never be returned and Alwin Algerie S.A.R.L will not be held liable for its use or how it is subsequently disposed.
Article 11.Plans, documents and tools
- The plans, documents and tools cannot be copied, reproduced or made known to third parties without the prior written permission of Alwin Algerie S.A.R.L Specifications, plans, sketches, drawings, records of weights and measures, catalogs, illustrations or other documents prepared by Alwin Algerie S.A.R.L remain the property of Alwin Algerie S.A.R.L, even if the client has paid for having them. Such drawings, documents must be returned to Alwin Algerie S.A.R.L at the first request. By tools we mean molds, stamps, hobs, control facilities and equipment. .
- The statements and information provided by Alwin Algerie S.A.R.L, as well as calculations and results of tests performed to measure the performance expected of goods, in no way means liability of Alwin Algerie S.A.R.L if: the goods to be delivered may differ from such statements, calculations and results. Small deviations from normal tolerances are permitted even if Alwin Algerie S.A.R.L committed to satisfy data specifically agreed upon.
Article 12. Assembly
- When assembling the product, the assembly is included in the price of the products delivered by Alwin Algerie S.A.R.L as long as it takes place in the factory of Alwin Algerie S.A.R.L or those of third parties selected by Alwin Algerie S.A.R.L.
- The assembly operations that do not take place in the factory of Alwin Algerie S.A.R.L, or in third parties plants selected by Alwin Algerie S.A.R.L, are at the risk and expense of the client. In such cases, the client must provide the necessary assistance, equipment, tools and accommodation options, always in accordance with legal provisions on safety and prevention. Travel and stay expenses are separately charged to the client.
- In such an assembly, the provisions relating to the guarantee also apply.
Article 13. Termination
- If the client does not comply on time with any of its obligations, in any way as a result of a prime contract and or a sub contract with Alwin Algerie S.A.R.L, the said contract and / or sub contract is rightfully terminated entirely or partially, and if it pleases Alwin Algerie S.A.R.L, without any judicial intervention if the client fails to fulfill its obligations within eight days after formal notice by registered mail, this is without prejudice to the subsequent exercise by Alwin Algerie S.A.R.L of all other rights it may have and does not involve any right to compensation for the client.
- The dissolution of the client’s company, seizure of bank accounts and other seizures of the client lead to rightful termination, of part or the entire contract and if it pleases Alwin Algerie S.A.R.L and this without any formality, formal or judicial intervention, whether this contract is partially executed or not yet implemented. In this case, the client loses all rights that the contract had created for his benefit and he has no right to compensation while Alwin Algerie S.A.R.L has the right to seek restitution of goods delivered and / or demand immediate payment of the goods already delivered or the performed activities.
Article 14. Prescription
Any action taken by the client in relation to a contract with Alwin Algerie S.A.R.L on which these general conditions are applied, is prescribed by the expiry of a period of 18 months from its conclusion.
Article 15. Governing Law, Jurisdiction
Any dispute in the interpretation, completion or breach of contract will be subject to Algerian law. In case of dispute, for what reason whatsoever, the only court recognized and accepted by both sides is the commercial court of Algiers.