1. Scope of Validity
1. The following General Terms of Business are valid for all business relations between us and our customers. Amendments of terms will become a component of the contract, unless the customer disagrees in writing within two weeks of their remittance. At the commencement of the term we will specifically point out the importance of customer discretion.
2. A customer who does not issue a purchase order, does not sign any contract, does not enjoy the same rights shown here, even if he pays in advance the agreed amounts and refers to the goods he intends to purchase.
3. These payments are available for repayment within two calendar weeks of receipt, and in any case as long as they remain in the bank account of GETAPPLE Consulting Ltd. When the funds have been transferred to the supplier / manufacturer of the goods, the buyer who did not express his or her will to cancel the order, loses any right on such funds, subject to the delivery of the goods according to the deadlines imposed by the supplier / manufacturer.
4. Deviating terms of the customer, which we do not explicitly approve of in writing, we are not bound by, even if we do not explicitly disagree to them.
5. Our associates are not authorized to verbally negotiate contracts, verbally amend these terms of business or enter into other verbal agreements; supplementing or differing agreements require, in so far, our written confirmation.
6. Along with these General Terms of Business additional supplemental clauses for the leasing of software products for industrial automation (power supply, measuring, shifting and steering) apply, which are hereby explicitly pointed out.
2. Offer and Confirmation of the Order:
1. Our offers are subject to confirmation. The scope of our liability for products will be exclusively stipulated by our written confirmation of the order.
2. Underlying supporting documents, such as figures, drawings and data regarding dimensions and weight of our offer or our confirmation of the order are generally to be understood as approximations only, unless they are explicitly denoted as binding.
3. Copyright and Property Clause:
We reserve complete ownership of drafts, schedules, cost estimates and other documents attached to our offers and confirmation of orders. The customer may only utilize them according to agreed upon purpose and may not duplicate or render them accessible to third parties without our consent. On request, these documents themselves and all copies thereof are to be returned to us.
4. Delivery Time and Delay:
1. The obligation of keeping delivery times and deadlines assumes that the customer submits documents and other required information in time and with his/her cooperation, if necessary, and does not run in arrears with his/her other essential obligations regarding the contract and especially payment.
2. Only due to an act of God, as inevitable circumstances, for example mobilization, war, civil commotion, strike, lock-out, or if our suppliers do not deliver shipments in time or they are received in less than perfect condition, as well other similarly serious plant break downs, then binding delivery times and deadlines will be delayed accordingly. The customer may set an extension of delivery time of at least eight weeks, at the end of which he/she may cancel the contract in writing by certified mail, if he/she is no longer interested in the shipment because of the delay in delivery.
3. Should it be impossible or unreasonable to keep our delivery or service, due to no fault on our behalf, we will be able to cancel the contract. This also applies, if the mentioned occurrences affect our business or our performance in such a way that we are unable to execute the contract. Concerning consumers we obligate ourselves to immediately inform them of the unavailability of products and to immediately return compensations already received.
4. We reserve the right to deliver partial shipments. Claims or rights of the customer cannot be derived from that. This is not valid, if the customer is not interested in partial delivery and the agreed upon delivery time has been exceeded. Complaints regarding partial deliveries do not entitle the customer to refuse the remaining part of the shipment.
5. Acceptance and Assumption of Risk:
1. Unless firm time limits of acceptance are agreed upon, the customer has to accept the delivery item within eight days of being informed of the completion of the order.
2. If the customer ordered with call-forward notice, he/she has to call off the delivery item – all, if several items were ordered – within 12 months from the time of ordering. No. 3.1 applies accordingly. For development orders special terms apply,
4. On acceptance the customer assumes the risk, on the day of causeless refusal of acceptance, on inaction of the customer at the expiration of the deadlines of preceding paragraphs 5.1 and 5.2 or a certain agreed upon time limit of acceptance. If it is agreed on to mail the delivery item to the customer or to a third party, then the shipper (forwarding agent, shipping company etc.) assumes the risk. In any event, on utilization of the delivery item the user assumes the risk. Should we take back goods based on reasons we do not have to maintain, then the customer assumes the risk until goods are received by us.
6. Prices and Terms of Payment:
1. Prices indicated by us are understood to mean EXW (ex works) or FOB (Free on Board of the ship), packaging is included if standard as supplied by manufacturer.
2. Accounts receivable are payable as of date of Proforma Invoice and to avoid interest charges within 30 days of receipt of invoice.
3. Payment is due as follows for work contracts regarding supplying of FMCG (for other goods and products the payment can be executed on a different way upon approval of the manufacturers:
a) 30% as of date of the confirmation of order,
b) 70% after half of the time period between the date of the confirmation of order and the agreed on time of delivery, before the delivery starts.
We reserve the right, to demand the remittance of an irrevocable and unlimited bank guarranty in the amount of the contract price at the time of acceptance.
4. Prices are valid for six months of receipt of our confirmation of order. We reserve the right to increase prices reasonably, if longer times of delivery are agreed on and if after signing the contract changes occur regarding prices of materials and supplies, wages, freight, fiscal charges and other circumstances relevant to the calculation of price. Without having to substantiate reasons we can, in these events, increase the price of up to 5%. If the price increase exceeds 10% of the agreed upon price and if the customer does not intend to keep the contract based on the price increase, the customer has to inform us of this in writing within one week of receipt of our notification regarding the price increase. On expiration of an additional two weeks he/she has the right to withdraw from the contract by certified mail, unless we offer delivery at the previous price.
5. Commercial customers owe interest after due date according to UK Commercial Law, non-commercial customers owe interest for use as of receipt of goods. If we grant a delay in payment, interest for delayed payment will be charged. The interest rate for the accrual, use, and delay in payment is 5% above the respective base interest rate according to UCC. Penal interest applies and is calculated using the valid legal penal interest rate according to UCC.
6. We are not obligated to accept bills of exchange. In any event, they are only accepted on account of payment. If the bill of exchange does not clear, we will not be liable for presentation of bill in time, for protest of nonpayment, notification or returning the bill of exchange. On delay we can assert charges according to number 6.6.
7. If payment by installments has been agreed on, the respective rate, unless a predetermined payment schedule has been set, is payable in advance by the 3 business day of the respective pay period. Should the customer run in arrears with more than one installment, payment of the entire remaining amount will be due that, also applies, if payment on installment is agreed on, after the due date. Our right to charge interest for late payment, is unaffected by an agreement for payment by installments after due date.
8. The customer can file claims only with undisputed or determined to be legally valid claims. A retaining lien can only be exercised, if the counterclaim is based on the same delivery contract. Entrepreneurs, legal entities of the public law or special funds under public law can only file for a retaining lien, if the counterclaim is undisputed or determined to be legally valid.
9. We reserve the right to transfer debts owed to us to third parties. As long as we or the transferee has not informed the customer of the transfer, all payments have to be made to us.
10. If the customer is unable to meet obligations for payment in a substantial way, stops making payments or if a check or bill of exchange does not clear, or if we come to know of substantial worsening of the economic situation of the customer, which could jeopardize our claim for payment, then we have the right to demand advance payment and to exercise a retaining lien for all outstanding deliveries.
11. On request for changes of the customer we will charge for the accruing additional expenses.
7. Retention of Title:
1. Only after payment in full of all debts owed to us having arisen out of the business relation, will the customer have title of the goods supplied by us. The retention of title will also remain in effect, if individual debts of the customer are included in an open account or if the total account balance is accepted. The customer who indicates, at the time the order is placed, he/she is a retailer has the right to resale the conditional commodity in regular business; a pledging or a chattel mortgage is not permitted to him/her. The customer is obligated, to secure our rights in the case of resale of the conditional commodity by credit/loan.
2. Debts out of the resale of the conditional commodity are payable now in full by the customer (amount of invoice, VAT included if any; we accept this assignment. The customer performs possible handling or processing of the conditional commodity for us, without obligations arising for us thereof. When processing or combining the conditional commodity with other goods that do not belong to us, we are entitled to the arising joint ownership share of the new item in relationship to the value of the conditional commodity to the rest of the goods. If the customer purchases sole ownership of the new item, we are in agreement, that the customer grants us, in the relationship of the cost of the processing respectively the connected conditional commodity, joint ownership and holds such in safe custody free of charge.
3. The customer has the right until cancellation at call to collect debts from resale of the conditional commodity. He/she does not have the right to transfer such debts to a third party, insofar as our rights will be affected by such a transfer.
4. On our request, the customer has to inform us of required information for collection regarding the transferred debts to notify the debtors of the transfer. Measures of execution of third parties regarding the conditional commodity or regarding the transfer of debts, done in advance, the customer has to immediately inform us on surrendering of necessary documents for an intervention.
5. In case that the nominal or estimated value, which according to the previous terms is a security due to us, exceeds 150 % of the debt to be secured, we obligate ourselves to release the overshooting amount on request of the customer. It is according to our discretion, which of the securities will be released.
6. Filing for retention of title, as well as the pledging of the delivery item by us, are not valid to cancel the contract.
8. Defective Performance and Cancellation
If the customer sets an unreasonable short time limit for service or for subsequent fulfillment, then a reasonable time limit will not be set thereby.
A no-fault breach of obligation does not entitle the customer to cancel the contract, unless the breach of obligation concerns the delivery of defective purchase items or the manufacture of defective works.
On expiration of the grace period the customer can only cancel within an appropriate time limit. The cancellation is not valid if the customer accepts our offered service/product after expiration of the grace period.
For every at-fault deterioration of the product to be returned the customer has to compensate for, as of the time of knowledge or negligent ignorance of the existing right for cancellation.
9. Compensation for Damages
1. Compensation for damages - no matter on which legal basis - we are only liable for, if the damage is caused by
a) at-fault breach of an obligation essential to the contract (cardinal obligation) in a manner that jeopardizes the attainment of the purpose of the contract or
b) gross or willfull negligence by us.
2. If we are liable according to No. 9.1 a) for the breach of an obligation essential to the contract, not caused by gross or willfull negligence, liability will be limited to the extent of compensation, for which arisal we have had to calculate for, based on known typical circumstances by us, at the signing of the contract.
3. The limitation of liability according to No. 9.2 applies in the same manner for damages, which are caused by gross or willfull negligence by our associates or designees, and who are not in policy making positions or executives.
4. In cases of No. 9.2 and 9.3 we are not liable for secondary damages, damages caused by defective products or lost profits.
5. For the loss of data and programmes and their restoration we are only liable within the framework mentioned in No. 9.1 to 9.4 and only in as far as the loss incurred could not be prevented by appropriate safety measures by the customer, especially the regular and riskdecreasing fabrication of back-up copies of all data and programmes.
6. The limitation of liability according to No. 9.1 to 9.5 also applies for the benefit of our associates.
7. The limitation of liability according to No. 9.1 - 9.6 do not apply to at-fault harm to life, body and health, to liability according to the law for product liability as well as to the case of contractual agreement regarding absolute liability. In regards to enterpreneurs, legal entities of the public law or special funds under public law, liability is limited to simple or minor negligent harm to life, body or health and limited to the compensation of foreseeable damage.
1. Nontraders have to file written claims for obvious defects within two weeks of receipt of the product, otherwise they are not covered under the guarranty. For traders UK Commercial Code applies.
2. If the customer initiates an inspection of the supplied product based on a claim of defective quality, we will charge a handling fee for each inspected product, if it is determined that the product is not defective.
3. In the following circumstances the guarranty does not cover:
Inappropriate or improper use, nonobservance of our instructions, defective or negligent treatment, normal wear and tear, chemical, electrochemical or electrical inflows, in so far as they are not caused by willfull or gross negligence by us, changes and repairs not authorized by us.
4. Advicing the customer, especially regarding the utilization of the delivery item, is only obligatory for us, if we have indicated such in writing or if we have confirmed in writing a verbal consultation. For the adequacy of the product for certain purposes we are only liable, if this has been assured in writing.
5. In the event of the execution of repair and service the claims for guarranty of the customer are limited to the commissioned and executed work.
6. Concerning entrepreneurs, legal entities of the public law or special funds under public law the following additions apply:
a) The customer has to proof - also in the first six months after assumption of the risk - that the product was defective at the time the risk was assumed, unless we are held responsible based on recourse according to UK commercial Code.
b) We decide at our due discretion, whether we will grant repair of the defect or whether we will supply a product free from defect to the customer who demands subsequent fulfillment. After two failed attempts of the respectively chosen alternative of subsequent fulfillment, the customer has the right to demand a reduction of the purchase price or to withdraw from the contract, unless a viable alternative is found.
c) The customer has to proof, that a public remark of the sales person or of the manufacturer or of his/her assistant concerning especially advertising or when naming certain characteristics of the product have influenced his/her purchase decision.
11. Statute of Limitations
1. Claims for damages regarding contracts for sales contracts of an entrepreneur, legal entities of the public law or special funds under public law expire by Statute of Limitation after one month of delivery of the goods respectively on acceptance of the product, unless the claim is based on:
a) willful breach of obligation,
b) claims for recourse of the customer,
c) an assumption of a guarranty for the condition of a product by us or
d) fraudulent taciturnity concerning a defect.
12. Place of Fulfillment, Jurisdiction and Closing Regulations
1. For traders entrepreneurs, legal entities of the public law or special funds under public law, the place of fulfillment for delivery and payment is the main office of our company in Bristol or that office indicated in the confirmation of the order of the subsidiary office respectively of the branch; Jurisdiction for all disputes is Cardiff, Avon, United Kingdom.
2. Comprehension and interpretation of these general terms of business relations are governed exclusively, just as finalization and interpretation of the legal transaction with the customer, by the laws of the United Kingdom. The application of the uniform UN Law of Bargain is explicitly excluded.
3. Modifications and amendments of these general terms of business relations have to be in writing to be valid. Should terms of these general terms of business relations proof to be invalid, then the validity of the remaining conditions are not affected. The customer and we will replace the invalid regulations with new regulations, which are legally valid and which meet the pursued legal and economic purposes as closely as possible.