General Terms and Conditions of Sale, Delivery, and Payment
General – Scope of application:
- Our deliveries and services are performed exclusively under the General Terms and Conditions of Sale set forth hereinafter. They apply also to all future transactions conducted between the contracting parties without requiring further special reference to them. They shall apply also to contracts concluded at a later date even if we do not expressly refer to them specifically, and even if we perform our deliveries or services to the Orderer without reservation in full knowledge of standard terms and conditions of the Orderer that are contrary to or deviate from our General Terms and conditions.
- The Orderer has full knowledge of our General Terms and Conditions, gained through our price lists, emails, and Internet publications.
Offers and conclusion of contract, Performance:
- Our offers submitted to the ordering part or/and received order are non-binding. We do not declare delivery cost on our webpage (as it depends on courier service fees according to the countries and size of the order). The order process is the following: the customer chooses the products and orders them (according to minimum quantity rules), we receive the information about your order and provide you with the price of shipment, after which you decide whether to cancel the order or accept and confirm it.
- The technical data and descriptions contained in our product information or advertising materials and technical data sheets, and the information and data provided by the manufacturer, or his auxiliary persons shall not constitute warranties as to the properties, quality, or durability of goods, unless such information is agreed under an individual contract.
- If goods are sold on the basis of a sample or a specimen, such sample or specimen this shall merely be considered a description of proper technical compliance with the sample or specimen but not a guarantee or warranty of the properties or durability of the goods to be delivered by us.
- We provide technical support to the best of our knowledge. All and any data and information provided as to the suitability and utilization of our goods does not release the buyer from examining and testing the goods for their suitability for their intended purposes.
Prices, terms of payment, default in payment:
- The prices agreed upon the conclusion of contract, and in particular the prices stated in the order from and/or the confirmation of the order, shall apply. If no price has been expressly determined, the prices in effect at the time of the conclusion of contract as per our price list shall apply. The prices are calculated on the basis of the volume and quantities determined by us.
- These prices (net order value) are plus the current statutory value added tax as at the date of delivery and – where agreed – the cost of the transport insurance. In the case of deliveries outside Georgia, other country-specific dues and charges for international transportation will be The resulting amount is the final total invoice amount.
- We reserve the right to reasonably adjust our prices in the event of changes of costs occurring after the conclusion of contract due to collective wage agreement, increases in pre-suppliers’ prices, or exchange rate fluctuations.
- Our invoices are payable without deduction within 7 days of the invoice date unless a different date for payment has been agreed. If we grant our customers a discount, the discount amount is calculated based on the final total invoice amount, the cost of a transport insurance where applicable, and – in the case of deliveries outside Georgia – any other country-specific charges.
- If the Orderer fails to pay due invoices, observe a payment term, or in the event that the Orderer’s financial situation deteriorates after the conclusion of the contract, or if, after the conclusion of contract, we obtain unfavorable information relating to the Orderer that give rise to doubts as to the orderings party’s solvency or credit-worthiness, we are entitled to accelerate the maturity and declare immediately due the Orderer’s residual debt, and, contrary to the agreement, demand advance payment, or payment of a security, or, upon delivery, immediate payment of all our receivables that are based on the same legal This shall apply in particular if the Orderer ceases his payments, a check issued by the Orderer is not honoured, insolvency proceedings against the Orderer’s assets are applied for or instituted, or if an application for such insolvency proceedings are rejected due to a lack of assets.
Dates for delivery and payment, delay in performance:
- Delivery dates are estimates unless a fixed date for the transactions has been expressly agreed in writing. Delivery periods are given under the reservation that the Orderer meets his contractual duties of cooperation. Delivery time varies based on courier service. An estimated time for delivery will be provided upon order confirmation, but this is not binding.
- In cases of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible, for example operational troubles and interruptions due to fire, water, or similar events, failures of production facilities and machines, late delivery, or delivery shortfalls on the part of our suppliers, and interruptions in operation due to a shortage in raw materials, energy or labour, strike, lockout, difficulties in the procurement of transportation means, disruptions or obstructions in traffic, or official intervention, we are – to the extent that the named circumstances prevent us from a timely performance of our obligations – entitled to postpone the performance of the delivery and/or service for the term of the obstruction plus a reasonable start-up time.
- We are entitled to perform partial delivery and partial services within the agreed delivery and performance periods.
- Observance of our delivery and performance obligations is subject to the due and proper performance of the Orderer’s obligations. We reserve the right to plea non-fulfilment of the contract.
Passing of the risk, shipment and packaging costs:
- Company is responsible for the shipment and insurance of the products until they reach their destination. If the buyer is in default with acceptance or in arrears, the risk of accidental loss or deterioration of the goods passes to him. The same applies in the case of a violation of other obligations to cooperate. In the event that we perform any loading and/or discharging under individual contractual provisions, such services shall be performed under the General Freight Handling and Transportation Regulations (ADSp) of the forwarder or carrier that apply to the respective shipment or transport. Claims for damages may be raised against us only in cases of gross culpability (wilful intent, gross negligence).
- Ownership of the delivered goods shall remain with us until full payment of the purchase price and any other current or future receivables resulting from our business relationship with the Orderer. The incorporation of the purchase price in an ongoing invoice and the acceptance of the balance will not affect the reservation of title.
- The Orderer is obliged to treat the purchased goods carefully until full ownership has been acquired.
Orderer’s rights in the case of non-conformity:
- Obvious defects, delivery of the wrong goods, and deviations in quantity, shall be reported to us in writing by the Orderer without undue delay, no later however than 3 days from the Orderer’s receipt of the goods. Concealed defects shall be reported to us within a period of 7 days following their The buyer is obliged, if necessary by way of trial processing, to check whether the delivered goods are free of defects and suitable for the intended utilisation. This shall also apply if the goods are to be processed in systems that are not procured from us. In the event that defects emerge at the time of processing, operations shall be immediately suspended and any original containers not yet processed and unopened shall be secured. She shall be furnished o us upon request for examination. Three months following the passing of the risk to the Orderer under these terms, complaints of non-conformity are excluded and are considered untimely if they could have been reasonably discovered. In the case of a complaint of non-conformity that is made improperly or in an untimely manner, the Orderer loses his rights resulting from non-conformity subject to the terms of of these present Terms and Conditions of Sale, unless we fraudulently concealed the defect.
- In the case that the goods delivered by us are defective and if this is corroborated by relevant credible and conclusive evidences, we are obliged only, at out choice, to subsequently repair the defect (subsequent improvement) or to deliver fault-free goods (subsequent performance).
Rights and obligations of our company:
- A liability on the part of our company for damages or futile expenditure – regardless of the legal basis – shall arise only if the damage or the futile expenditure:
- has been caused by us by culpably breaching a material contractual obligation or
- is due to a grossly negligent or wilful breach of obligations through us.
- We are not liable for lost profits of the Orderer or for unforeseeable indirect consequential damage. We are not liable for indirect losses or damage of the Orderer suffered by him due to a claim for a contractual penalty raised against him by a third party.
Limitation of claims:
- Claims of the Orderer pertaining to defects of the goods delivered by us or to services performed in breach of our obligations – including damages claims and claims for reimbursement of futile expenses – are limited to a period of one month.
- In the case that we provided incorrect consulting that is not invoiced separately and/or furnished information in breach of our obligations, without delivering any goods in connection with the consultation or the information, or without the consultation or the information constituting a defect of goods delivered by us, any claims based thereupon shall expire within one month from the date of statutory commencement of one month.
- Returns of goods delivered by us that are free of defects are excluded.
Prohibition of assignment:
- Rights and/or claims against us, based in particular on defects of goods delivered by us, or breaches of our obligations, may not be assigned or pledged, either in part or in full, to third parties without our explicit written prior approval.
Place of performance, place of jurisdiction, applicable law, trade provisions:
- The place of performance and exclusive place of jurisdiction for all claims arising between us and merchants, or legal entities, or special funds, under public law, is our registered seat.
- The legal relationship between our company and the Orderer is governed exclusively by the laws of the Georgia.
- In the event a dispute shall emanate between the parties, it is hereby agreed that the dispute shall be referred to East European Court of Arbitration (Inc. under legislation of Georgia ID 404611791) for adjudication, providing application and initial costs till award is issued are met by the applicant. The arbitration’s decision shall be final and binding.
- In the event that one or several of provisions set out herein-above are invalid, partly invalid, or excluded under a special agreement, the validity of the remaining provisions shall be affected.
- We store Orderer’s data obtained within our mutual business relations in accordance with the provisions of the Georgian data protection laws.