General Terms and Conditions
General Terms and Conditions of Provic Ltd, Newcastle, England trading as Provic Ltd.
1. Applicability
a) These General Terms and Conditions shall apply to all offers and agreements under which Provic Limited (‘Provic’) supplies goods (the ‘Goods’) or services to its customers (‘Buyer’) to the exclusion of any other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). No variations thereof shall be valid unless expressly and specifically agreed in writing by Provic.
b) If any provision of these General Terms and Conditions should be deemed unenforceable for whatever reason, it shall be deemed severable and all other provisions shall remain in full force and effect with the parties undertaking due observance of the object and purport of the unenforceable provision.
2. Price, Delivery and Payment
a) All prices, quotes, offers etc. made by Provic shall be without engagement and are exclusive of taxes and costs of delivery.
b) Provic reserves the right to adjust its prices following (without limitation) exchange rate fluctuations, price adjustments by its suppliers, and other circumstances beyond its reasonable control.
c) Without prejudice to clauses a) and b) above, any offer made by Provic expires forthwith if it has not been accepted in writing by Buyer within one month after the date on which it has been provided by Provic.
d) Delivery of Goods shall take place EXW (ex works) as set out in Incoterms 2000, unless the parties have agreed otherwise. Provic shall upon request arrange carriage and delivery of the Goods in accordance with its normal business practice at Buyer’s risk and expense. The risk of loss of or damage to the Goods passes to Buyer when the Goods are placed at the disposal of the carrier.
e) All terms of delivery stated by Provic shall be observed as far as reasonably practicable; the mere fact of such term being exceeded shall however not constitute default on Provic’s part and the time for delivery shall not be of the essence of the contract.
f) Payment of invoices sent to Buyer shall be made without deduction or setoff and without the right to suspend payment, in accordance with the terms of payment set out expressly in the invoices or, in the absence of such terms, within eight days from the invoice date notwithstanding that delivery may not have taken place and that property in the Goods has not passed to Buyer. In case of failure to pay the amount due within the agreed period, Buyer shall forthwith be liable to pay interest thereon at the rate of 1.5 % per month.
3. Retention of Title and Rights
a) The ownership of and title to all Goods supplied to Buyer by Provic shall continue to be held by Provic until all amounts payable by Buyer in connection to any deliveries of Goods by Provic, including (but not restricted to) interest and collection costs, have been paid in full to Provic.
b) All intellectual property rights and related rights in the Goods shall remain with Provic or its licensors at all times.
4. Warranty
a) Goods are sold ‘as-is’ and without warranty to the fullest extent permitted by law. Provic is under no repair, maintenance, replacement or credit obligation with regard to the Goods following their acceptance by Buyer unless stated otherwise on invoice.
b) Without prejudice to the above, Buyer shall at all times adhere strictly to any instructions and documentation accompanying the Goods. Any defects in the Goods which are wholly or in part attributable to Buyer’s wilful damage, negligence, abnormal working or storage conditions, failure to follow Provic’s recommendations or instructions (whether oral or in writing) or apparent improper or injudicious use thereof are in no event covered by any warranty and shall not constitute grounds for liability on the part of Provic.
c) Malfunctions or defects to the Goods must be reported by Buyer in writing to Provic within eight days of the date of delivery or collection of the Goods, failing which Buyer shall be deemed to have accepted the Goods and Buyer’s right to make any claim against Saverlight shall expire forthwith.
5. Liability and Force majeure
a) Provic’s total liability in respect of any contract to which these conditions relate shall be limited to compensation for Buyer’s direct loss, up to a maximum of the agreed price of the respective Goods or € 25.000 (Twenty Five Thousand Euro’s), whichever is the lowest, save for losses caused by the wilful intent or gross negligence of Provic. If Goods are delivered in batches, the above limitation applies to the agreed price of the specific batch which has given rise to Provic liability. In any event Provic’ liability will not exceed the amount covered by its product liability insurance in force from time to time.
b) [Except in respect of death or personal injury caused by Provic’s negligence,] the liability of Provic and Provic its officers for indirect loss, including (but not restricted to) consequential damages, loss of profits, lost savings and loss caused by interruption of operations is excluded to the fullest extent permitted by law.
c) Provic shall not be bound to meet any obligation if prevented from doing so as a consequence of a force majeure event. The expression ‘force majeure event’ shall include (without limitation) any failure attributable in whole or part to any suppliers of Provic whether or not due to their fault, weather conditions, extraordinary traffic congestion or delayed transport, strikes or standstill either at Provic or its suppliers and any circumstances not due to Provic’s fault under which Provic cannot reasonably be expected to meet any or all of its obligations towards Buyer. In the event the force majeure event continues for more than 2 months, either party shall be entitled to rescind the contract to which these conditions relate without being liable to the other for damages.
6. Applicable Law and Jurisdiction
All agreements between Provic and Buyer shall be exclusively governed by English Law. The UN Convention on the International Sale of Goods shall not apply to any contract to which these conditions relate. Any disputes relating to any agreement between the parties shall be exclusively presented to the competent Court in Newcastle, England; however, Provic may at its own absolute discretion decide to present its case to the Court of the Buyer’s country of residence or any other competent Court.