GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENTS (BUSINESS TO BUSINESS)
- Clause 1. Definitions
- These General Terms and Conditions apply to all offers made by and agreements entered into with Glotronic Ltd which has its registered office in Greater Manchester, or any of such company’s legal successors or any juridical persons affiliated with them, relating to the supply of goods by Glotronic Ltd to the party to whom the offer is made or the other party to the agreement, respectively (hereinafter: the “Customer”).
- The applicability of the Customer’s general terms and conditions is hereby expressly rejected.
- Any provisions that vary from these General Terms and Conditions will only apply if and in so far as they are accepted by Glotronic Ltd in writing.
- Clause 2. Offer
- All offers made by Glotronic Ltd are without commitment even if the offer includes a term for acceptance, unless the contrary is expressly provided in writing.
- Clause 3. Agreement
- An agreement, which in this clause is understood to include any changes or additions made to the agreement, only becomes binding after it has been agreed in writing unless Glotronic Ltd has already commenced performance before that time.
- The contract is a full and accurate representation of the agreement drawn up between the parties. Glotronic Ltd’s order confirmation or invoice is considered to be an accurate reflection of the contents of the agreement unless the Customer objects to these contents immediately in writing, stating the reasons.
- Minor variations within the customary bounds shall be permitted in the performance of the agreement.
- Unilateral termination of the agreement by the Customer is invalid unless Glotronic Ltd agrees to such termination in writing.
- Clause 4. Notices, data, statements, samples
- Notices, data, statements and samples made or provided by Glotronic Ltd, in whatever form or of whatever nature, are only indicative and shall never bind Glotronic Ltd unless the agree- ment expressly provides the contrary.
- Clause 5. Confidentiality
- The Supplier shall maintain the confidentiality of any business information which relates to Glotronic Ltd and not disclose it to any third party; business information is to be interpreted in the broadest sense and includes any information which is disclosed to the Supplier by Glotronic Ltd or which comes to the Supplier’s knowledge in the context of the agreement.
- Clause 6. Prices
- The prices quoted and/or agreed upon by Glotronic Ltd shall be exclusive of taxes — including Value Added Tax, and shall be based on the terms and conditions (of delivery) stated in the following clauses.
- If no Value Added Tax or other taxes or levies are due because the goods are destined for delivery within the European market, these taxes will nevertheless be charged, but will be credited if the Customer proves that a delivery of the sort referred to here has indeed taken place.
- If the quoted or agreed prices are (partly) based on the refunding of levies and/or subsidies and these are not obtained for whatever reason, Glotronic Ltd may adjust its prices accordingly.
- Clause 7. Delivery/ Terms of delivery
- The delivery period shall commence on the latest of the following dates:
- the date on which the agreement is entered into;
- the date on which Glotronic Ltd has at its disposal all the documents, information, permits, exemptions, approvals, allocations, etc., required for the supply of the goods;
- the date on which Glotronic Ltd receives an advance payment or security deposit to which it is entitled under the agreement.
- The delivery period shall be based on the circumstances that apply at the time the agreement is concluded and on the timely delivery of the materials and goods ordered by Glotronic Ltd for the execution of the agreement. If any delay arises as a result of changes in these circumstances or because materials and/or goods which have been ordered in time for the execution of the agreement are not delivered in time, the delivery period shall be extended by a reasonable period taking all the circumstances into consideration.
- The delivery date of the goods shall be the time at which the goods, disregarding minor items, are ready for shipment and Glotronic Ltd has informed the Customer accordingly, or the time at which the goods have left the premises of the Company to be forwarded to the Customer.
- Glotronic Ltd shall at all times be entitled to make partial deliveries unless expressly agreed otherwise.
- The delivery date is not of the essence unless expressly agreed otherwise. In the event of late delivery due to the fault of Glotronic Ltd, notice of default shall always be required.
- Clause 8. Transportation
- In all cases, irrespective of the terms and conditions of delivery agreed, Glotronic Ltd shall be entitled to transport the goods or cause them to be transported at the expense and risk of the Customer, including unloading, in a manner to be determined by Glotronic Ltd and using a mode of transport chosen by Glotronic Ltd.
- Glotronic Ltd shall not be responsible for documents (or their use by the Customer) which are provided by Glotronic Ltd for the transport of the goods to the destination.
- At the request of Glotronic Ltd, the Customer shall immediately provide all the necessary security for the documents which are required for the transport of the goods to the destination.
- In the event that circumstances beyond Glotronic Ltd’s control occur which make transport to or delivery at the agreed place impossible, or if the Customer does not take delivery of the goods, Glotronic Ltd shall have the right — at its option — to take the goods back or to store them or cause them to be stored at the expense and risk of the Customer. The costs of return shipment and storage shall be payable by the Customer, and the Customer shall furthermore be obliged to fulfil its obligations to Glotronic Ltd as if delivery has taken place. Glotronic Ltd and the Customer shall determine the costs referred to here in advance with a minimum of 15 per cent of the agreed price, without prejudice to Glotronic Ltd’s right to compensation of the actual costs should these be higher.
- Clause 9. Delivery Shortages/Non-Delivery
- 9.1No claim for short delivery, damaged or defective goods may be made unless notified to Glotronic
a. Ltd within 5 working days from receipt of goods. If such notice is not provided by the Buyer then
b. The transaction shall be deemed complete in accordance with the contract.
- 9.2Glotronic Ltd reserves the right to reject any claim in respect of shortages, damages in transit or non delivery of goods.
- 9.3Where goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by Glotronic Ltd to make one delivery of the goods shall not have the effect of avoiding any other contract between the Buyer and Glotronic Ltd.
- Clause 10. Risk; transfer of property
- The Customer shall bear the risk of any direct or indirect damage that may be caused to the goods from the time they are deemed to have been delivered.
- Glotronic Ltd shall retain ownership of all the goods delivered until the Customer has made full payment of everything it owes Glotronic Ltd for goods delivered or to be delivered to it by Glotronic Ltd under an agreement, or for failure to fulfil such an agreement.
- The Customer shall store goods which are delivered under retention of title with due care and ensure that they are identifiable as Glotronic Ltd’s property. The Customer shall also insure the goods against damage or loss from whatever cause during the period in which Glotronic Ltd retains title to the goods; the insurance policy must designate Glotronic Ltd as a (co-)insured having an independent right of action against the insurer(s), and the Customer must make the policy(ies) available for inspection to Glotronic Ltd upon request. At Glotronic Ltd’s request, all claims of the Customer against the insurers pursuant to these insurances shall be assigned to Glotronic Ltd or a right of pledge be granted to Glotronic Ltd.
- If the Customer fails to meet its obligations, Glotronic Ltd shall be entitled forthwith without prior notice of default being required, to repossess goods which have been delivered under retention of title and which are still at the Customer’s premises. In so far as necessary, the Customer irrevocably authorises Glotronic Ltd to exercise this right of repossession.
- In the event, and to the extent to which Glotronic Ltd has exercised the right of repossession referred to in the preceding sub-clause, the agreement shall be dissolved in whole or for a proportionate part without judicial intervention being required, and without prejudice to Glotronic Ltd’s right to compensation of damage and costs. The Customer shall in this case be credited with the market value (which on no account can be higher than the original purchase price), reduced by the damage and costs incurred by Glotronic Ltd.
- A Customer acting in a professional or business capacity shall, in the course of its business operations, be entitled to sell and deliver the goods delivered to it to third parties under retention of title. For sales such as these, the amount payable by the Customer to Glotronic Ltd for the goods resold by the Customer shall, if it is not already due and payable, become due and payable in full immediately.
- The Customer shall always inform third parties of Glotronic Ltd’s retention of title. The Customer is also obliged, at Glotronic Ltd’s request, to inform Glotronic Ltd of the location of the goods and, if applicable, to whom they were sold.
- Clause 11. Payment and set-off
- Unless expressly agreed upon otherwise in writing, payment of the agreed price shall be made at the time the agreement is entered into.
- All payments shall be made without any deduction or set-off in the currency stated on the invoice.
- If the Customer believes it has a rightful claim on Glotronic Ltd with regard to the performance of the agreement, this will not release the Customer from its obligation to pay in the agreed manner.
- If Glotronic Ltd has good reason to believe that the Customer will not fulfil its obligations, Glotronic Ltd shall have the right to require the Customer to provide an amount as security for its payment obligations which Glotronic Ltd deems sufficient, before Glotronic Ltd commences or continues performance of the agreement. Glotronic Ltd has the right to suspend performance of its obligations until the Customer has given such security.
- If the Customer has not paid at the time or within the period specified in 11.1, it shall be in default by operation of law without prior notice of default being required, and shall owe statutory interest on the amount due and payable from the latest date on which payment should have been made, without prejudice to any other rights of Glotronic Ltd (including, specifically, the right to compensation of foreign exchange losses).
- Glotronic Ltd has the right to offset any amounts which the Customer or any company affiliated with the Customer owes Glotronic Ltd (or any party affiliated with Glotronic Ltd), by any amounts which Glotronic Ltd owes the Customer or any company affiliated with it, regardless of whether these payments are due or not.
- The Customer shall compensate Glotronic Ltd for any judicial or extrajudicial costs, including extrajudicial collection costs and costs of legal assistance which Glotronic Ltd incurs as a result of the Customer’s non-fulfilment or late or inadequate fulfilment of its obligations. Glotronic Ltd and the Customer shall agree in advance that the costs of extrajudicial collection will be 15 per cent of the principal sum due, without prejudice to the right of Glotronic Ltd to compensation of the actual costs should these be higher.
- Clause 12. Return shipments
- It is not permitted to return goods supplied by Glotronic Ltd without Glotronic Ltd’s prior written consent. Any return shipments shall always be at the expense and risk of the shipper.
- Clause 13. Samples
- The Customer has the right to request Glotronic Ltd to make samples of the goods available to it before delivery takes place. If the Customer does not do this, it shall be considered to have agreed to the quality and condition of the goods beforehand.
- Clause 14. Returns and warranty
- Glotronic Ltd will only accept claims for return that relate to the quantity, specifications of the goods, or if the goods do not conform to the sample(s) made available by Glotronic Ltd. The Customer must inspect the goods immediately upon delivery.
- Claims for return concerning relevant defects that are apparent during the inspection of the goods, and claims for return in connection with the quantity or specifications must be made in writing within twenty-four (24) hours of the delivery and include a full description of the alleged defects, in default of which any right to make a claim in these respects will lapse.
- Claims for return relating to other relevant defects must be made in writing within 24 hours of their discovery and include a full description of the alleged defects.
- Any claim made by the Customer with regard to delivered goods shall also be extinguished if:
- the agreement concerns the delivery of used or damaged goods;
- the goods have been processed or for some other reason are (no longer) identifiable as originating from Glotronic Ltd;
- the defects were (partly) caused by normal wear and tear or by improper or incorrect handling, use, storage or maintenance of the goods;
- the Customer has not immediately given Glotronic Ltd the opportunity to investigate the claim for return and to fulfil its obligations;
- the Customer has failed to comply with an obligation resting upon it or has failed to comply with it properly or in time.
- In respect of parts or goods obtained from third parties that have not been processed by Glotronic Ltd, the Customer can only enforce rights against Glotronic Ltd to the extent to which Glotronic Ltd can, in turn, enforce rights against its supplier. In any such case, Glotronic Ltd will be discharged with respect to the Customer by assigning to the Customer the rights it has its against its supplier.
- The Customer may not enforce any rights relating to defects against Glotronic Ltd if it can also enforce rights relating to these defects directly against the manufacturer.
- Without prejudice to the provisions of the preceding sub-clauses, in the event of a timely and justified claim for return, Glotronic Ltd shall only be obliged, at its option, to repair the goods, to replace them or to credit the Customer for the defective goods. These General Terms and Conditions shall apply in full to replacements.
- The technical specifications of the relevant brand of goods, and the catalogues, lists, dimensions and other information relating to the goods provided and/or used by Glotronic Ltd and Glotronic Ltd’s suppliers have been drawn up by Glotronic Ltd and its suppliers in good faith, but nonetheless are only approximations or estimates.
- Glotronic Ltd gives the Customer the same warranties in respect of the goods as are given by Glotronic Ltd’s suppliers.
- In respect of the brand, the Company gives the Customer the warranty stated on www.glotronic.com , or the warranty certificate provided with the goods in question.
- If the Customer fails to meet or is late in meeting any of its obligations under the agreement, the Customer shall no longer be entitled to any warranty on the goods concerned.
- Clause 15. Liability
- 15.1 Glotronic Ltd’s liability under the agreement shall be limited to the fulfilment of the
- obligations described in the agreement, in particular, the obligations described in the preceding clause.
- Glotronic Ltd shall never be liable for trading loss, consequential loss or any other indirect loss.
- Except in case of gross negligence or intent on its part, Glotronic Ltd shall never be liable for direct or indirect loss including trading loss which results from the infringement of any intellectual or industrial property right, license or any other right of third parties.
- If Glotronic Ltd is held liable by a third party for a loss for which Glotronic Ltd is not liable under these General Terms and Conditions or otherwise, then the Customer shall be obliged to indemnify Glotronic Ltd against such loss and liability and to compensate it for all damages, interest and costs incurred by Glotronic Ltd on this account.
- The limitations and exclusions of liability and the indemnity stipulated by Glotronic Ltd for itself in the sub-clauses above are also stipulated for and on behalf of its employees, any other parties used by it in the context of the agreement, and for any parties from whom Glotronic Ltd obtains goods or parts supplied under the agreement.
- Clause 16. Force majeure
- In these terms and conditions, force majeure means any circumstance beyond Glotronic Ltd’s control, even it was foreseeable when the agreement was entered into, which permanently or temporarily prevents fulfilment of the contract, including war, threat of war, civil war, riot, strike, lockout, transport restrictions, fire, weather conditions that prevent working and any other interruption of the operations of Glotronic Ltd or its suppliers, and default of Glotronic Ltd’s suppliers.
- If performance of the agreement is impeded due to force majeure, Glotronic Ltd shall have the right without judicial intervention either to suspend the execution of the agreement for a maximum of three (3) months or to wholly or partially dissolve the agreement, without Glotronic Ltd being obliged to pay any compensation.
- Clause 17. (Anticipatory) breach
- In the cases provided for by law, or in the event of the Customer’s non-performance, defective performance or delay in performance of one or more of its obligations under the agreement, including the provisions of these General Terms and Conditions, or if there is serious doubt as to whether the Customer will be able to comply with its contractual obligations to Glotronic Ltd, or in the event of the Customer’s insolvency, suspension of payments, complete or partial stoppage of work, liquidation or the transfer or encumbrance of its business, including the transfer or pledging of an important part of its accounts receivable, or if any items of property belonging to the Customer are seized by way of provisional seizure or in execution of judgment, Glotronic Ltd shall have the right, without notice of default or judicial intervention, either to suspend the execution of the agreement for a maximum of three (3) months or to partially or wholly dissolve the agreement, such without Glotronic Ltd being liable to any compensation or guarantee, and without prejudice to any of its other rights.
- Clause 18. Suspension and dissolution; consequences
- 18.1In the event that Glotronic Ltd suspends fulfilment of its obligations, it shall have the right or, at the end of the suspension period, shall be obliged to decide whether to perform the agreement or to wholly or partially dissolve it.
- In case of suspension or dissolution pursuant to the provisions of the preceding sub-clause, the agreed price shall be due and payable forthwith under deduction of the costs saved by Glotronic Ltd because of the suspension. In case of dissolution, the Customer shall furthermore be obliged, after payment of the amount that is due pursuant to the preceding sentence, to take possession of the goods to which the payment relates, failing which Glotronic Ltd shall have the right to cause the goods to be stored at the risk and expense of the Customer, or to sell them at the expense of the Customer.
- In the event that the Customer returns the goods it has received from Glotronic Ltd after the agreement has been dissolved, the return shall at all times be at the risk and expense of the Customer until Glotronic Ltd has taken possession of the goods.
- Clause 19. General
- If any of the provisions of the agreement, including the provisions of these General Terms and Conditions, is null or proves to be legally invalid or unenforceable, this will not affect the validity of the other provisions of the agreement. Parties shall consult with each other about provisions that are null, invalid or unenforceable in order to make an alternative arrangement
- If a competent authority determines that any provision of the agreement, including these General Terms and Conditions, violates any mandatory provision of law, the latter provision shall be deemed to have replaced it.
- Clause 20. Disputes; applicable law
- The agreement and any agreements arising out of, resulting from or relating to the agreement shall be governed by the law.