ARTICLE 1: GENERAL
All quotations from the Seller are subject to these General Terms and Conditions of Sale. Issuance of a purchase order, signed quotation or a written confirmation implies acceptance of these General Terms and Conditions of Sale, unless stated otherwise in writing and accepted by the Seller. All other conditions or remarks on a purchase order will not be accepted, unless stated otherwise in writing by the Seller.
ARTICLE 2: PRICE OFFERS
Our offers are valid for the period written in each quotation unless stated otherwise and accepted by the Seller. Purchase orders may be considered as accepted after written confirmation from the Seller or once the deposit in accordance to the quotation is processed. Unless stated otherwise, our prices are in EUROS, excluding taxes, duties and freight costs.
ARTICLE 3: DELIVERY – ACCEPTANCE OF GOODS
For goods sold on “ex works” terms – the Seller shall give the Buyer notice of when the goods are or will be ready for collection by the Buyer at the Seller’s premises. The Buyer must take delivery within 7 days of the date upon which the goods are ready for collection. The Buyer shall be liable to pay charges for carriage and insurance and shall assume the risks of loss or damage during loading and carriage. If the Buyer fails to take delivery of the goods as aforesaid, then without prejudice to any other right or remedy available to the Seller, the Seller may: (a) store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, in this case if the value of the cost of the storage exceeds the value of the goods, the title may be returned to the Seller; or (b) terminate the contract of sale.The Buyer shall, in an “ex works” sale, remain bound to pay to the Seller the full price of the goods notwithstanding any damage, shortage, breakage or loss arising from or caused during carriage.
Unless stated otherwise “ex works” terms are our conventional sales terms. For goods sold with Incoterms other than “ex works”, unloading at the Buyer’s premises shall be undertaken by the Buyer within no more than five days from notice of arrival, and any demurrage or extra hire charges payable by the Seller to its carrier by reason of delay in unloading shall be reimbursed by the Buyer to the Seller. Any delivery date or time stated in the offer, or otherwise, is an estimate only. The Seller shall not be liable for failure to deliver by such date or time, nor shall the Buyer be entitled to refuse to accept the goods or to claim damages by reason of late delivery. The Buyer shall inspect the goods immediately upon their arrival at its premises and shall, within 5 days of their arrival, notify the Seller in writing of any damage, breakage, shortage or loss. The Buyer shall also either endorse a note of the damage, shortage or loss on the carrier’s receipt or send to the carrier, within 5 days of arrival, a copy of its notice to the Seller referred to in the preceding sentence. If the Buyer fails to comply with the notice provisions within the said period of 5 days of arrival of the goods at its premises, the goods shall be deemed to have been delivered in good condition and complete, and the Buyer shall have no recourse to claims against the Seller for damage, shortage or loss. In any case, the Buyer is required to pay the full amount due to the Seller, and the Seller in his sole discretion can decide whether to replace, repay or issue a credit note for the damage, shortage or loss.
ARTICLE 4: TRANSFER OF PROPERTY AND RISKS
Full transfer of property occurs only after FULL payment of the price. Risk of loss of, or damage to the goods passes to the Buyer at the time of commencement of loading at the Seller’s premises unless stated otherwise in writing by the Seller. Notwithstanding delivery and the passing of risk, the property in the goods shall not pass to the Buyer until the Seller has received complete payment of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and Bailee, shall keep the goods separate from those of the Buyer and third parties and identified as the Seller’s property, and shall deliver up the goods to the Seller or its agents if so required at any time by the Seller.
ARTICLE 5: WARRANTY
If the goods are subject to a specification, grade or norm identified in the offer, the Seller warrants that the goods will conform thereto and comply therewith. Where the goods are not subject to a specification, grade or norm identified in the offer, the Seller warrants that the goods will be, according to the technical data sheet valid at the date of the order. The Seller warrants that the goods are free of defects linked to faulty materials or faulty manufacture. The Buyer shall, within 15 days of delivery, notify the Seller in writing of any claim by the Buyer resulting from non-conformity of the goods and/or defect in the materials and/or faulty manufacture; failing which the Seller shall have no liability for such notice of non-conformity or defect. The Seller’s liability under the foregoing warranties shall be limited to either, at the Seller’s option: (i) replacing the non-conforming and/or defective goods, excluding any logistics costs unless stated otherwise in writing and accepted by the Seller, or (ii) issuing a credit note. The foregoing warranties of the Seller are the sole warranties given by the Seller. All warranties, conditions or other terms implied by law, including any warranty as to merchantability or fitness for use, are excluded. The liability in damages of the Seller is in all cases limited to the price of the Order in question, and the Seller shall not be liable to the Buyer for any damages, consequential loss or damage (whether loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (be it caused by the negligence of the Seller, its employees or agents, or otherwise) that arise out of or in connection with the supply of the goods or their use or resale by the Buyer, except as expressly provided in these General Terms and Conditions.
ARTICLE 6: FORCE MAJEUR AND EXCEPTIONAL CIRCUMSTANCES
The Buyer shall have no right to make any claims whatsoever against the Seller for delay or non-delivery caused by strikes, lock-out, fire, floods, breakdown of machinery, riots, war, economic hardship causing labour or material shortages for the Seller or the Seller’s customary suppliers or sub-contractors, or regulatory intervention or any other unforeseen or exceptional circumstances affecting the Seller’s performance of its obligations.
ARTICLE 7: INDEMNITY
The Buyer shall indemnify and hold harmless the Seller against any and all claims, demands or proceedings of any third party, including any sub-buyer or user or their agents or employees, made or brought in respect of the goods for their use or application, howsoever arising and notwithstanding any negligence of the Seller.
ARTICLE 8: PRICE – PAYMENT TERMS
The price in the offer is net of any discount and excludes Value Added Tax, unless otherwise indicated in writing by the Seller. If no price has been quoted by the Seller (or a quoted price is no longer valid), the Seller’s published price list valid at the date of acceptance of the Order shall apply. If the Buyer is not in Malta, the Buyer is responsible for customs and other duties, if any, payable upon import of the goods and for customs clearing costs and charges, unless otherwise indicated in writing by the Seller. If the Buyer fails to make payment on the due date, then all outstanding sums due or becoming due to the Seller by the Buyer shall automatically become immediately due and payable. Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to terminate the sale in question and/or suspend any further deliveries to the Buyer by giving written notice to such effect to the Buyer and without the need for any extrajudicial formality. Unless otherwise indicated in writing by the Seller, the total amount ordered shall be payable upon issue of a purchase order, signed quotation or a written confirmation from the Buyer.
ARTICLE 9: CONTROLLED GOODS AND ASSOCIATED DOCUMENTATION
For goods that require an export permit from the Government, the End User agrees to provide the Seller with timely and accurate documentation; failing which the Seller cannot proceed with the relative authorizations and delivery of the goods and all sums paid as a deposit could be withheld by the Seller as compensation for any damage that may occur.
ARTICLE 10: CONFIRMATION IN WRITING OF GOODS REICEVED
A formal Delivery Note and/or Delivery Verification Certificate is to be provided by the End User to the Seller, not later than 7 days after the day of delivery, outlining the exact items and quantities delivered and bearing the end users signature’s stamp.
ARTICLE 11: DISPUTE RESOLUTION
The contract shall be governed by and construed in all respects in accordance with Maltese law. Any dispute arising between the parties in connection with this sale shall be governed by, and construed in accordance with, the UNCITRAL Arbitration Rules, the seat of the arbitration shall be the Republic of Malta, the language of the arbitration shall be English and the award in such arbitration shall be final and binding upon the Parties and judgement may be entered in any court having jurisdiction for its enforcement.