These General Terms and Conditions (hereinafter called “GTC”) are issued by Aluminij Industries d.o.o. (hereinafter called “Seller”) to any and all parties that buy from Seller (hereinafter called “Buyer”) as follows:
1. SCOPE AND INTERPRETATION
- These GTC apply and shall be fully incorporated into all agreements and/or contracts and/or supplementary amendments and/or contract confirmations (hereinafter called “Agreement”) issued by Seller.
- In the event of any inconsistency, obscurity, conflict, uncertainty or contrariety between the Agreements and the stipulations of these GTC, the Agreements shall take precedence over the GTC.
- All Agreements must be concluded in writing. Electronic signatures and/or scanned signed documents shall be permissible and binding on the parties. Oral agreements must be confirmed in writing by Seller before any Agreement comes into effect.
- In these GTC headings to clauses are for convenience only and shall not aid in the interpretation of the clauses to which they relate. Unless the context clearly indicates a contrary intention, words importing any one gender include the other two genders, the singular includes the plural and vice versa, and natural persons include created entities (corporate and unincorporated) and vice versa.
2. DELIVERY, TRANSFER OF RISK AND TITLE
Delivery shall be deemed completed in accordance with the current edition of the terms published by the International Chamber of Commerce (INCOTERMS).
Risk is transferred to Buyer upon delivery, in accordance with the INCOTERMS.
Title to the goods shall pass to the Buyer upon presentation of documents by the Seller.
3. QUANTITY AND QUALITY
The goods shall be of the quantity, quality, and specifications set out in the Agreement, as a condition of the Agreement.
Buyer shall have 30 (thirty) days from the date of the bill of lading or the end of the delivery period under the Agreement, whichever is the latest, to notify Seller in writing if the goods are not in accordance with the quantity and/or quality and/or specifications as set out in the Agreement.
The Buyer has the right to store the goods with the Seller for a maximum of 15 days (including weekends and non-working days).
For each storage of goods that exceeds the above deadline, Seller and Buyer will agree about the cost of storage.
The Seller will regulate the storage to the Buyer with a separate invoice.
5. DEFAULT INTEREST
Without prejudice to any of Seller’s rights, if Buyer fails to pay in full any amount on the due date indicated on the Seller’s invoice, Buyer is obliged, on demand by Seller, to pay interest on a daily basis on any overdue amount, at the rate 3-month Libor +6% per annum from the due date until Seller receives the entire overdue amount.
6. FORCE MAJEURE
In addition to any other relief provided by law, no failure or omission by the Seller to comply with any of its obligations under the Agreement shall give rise to any claim against the Seller, or be deemed to be a breach of Agreement, insofar as the failure or omission is caused by Force majeure, which is defined as any cause not reasonably within the control of the Seller, whether or not foreseen, including (without limitation and to the extent that they are not reasonably within the control of the Seller) such causes as labor disputes, pandemics, strikes, governmental intervention, compliance with any law, regulation or ordinance or with any order, demand or request of an international, national, port, transportation, local or other authority or agency or of any institution or person purporting to be or to act for such authority or agency or any other corporation directly or indirectly controlled by any of them, acts of administrative authorities, decisions of the courts, riot, wars, military operations, terrorism actions, civil commotion, hijacking, fire, explosion, flood, storm, natural disasters or any act of God.
If by reason of any event of force majeure, either the availability from any of the Seller’s sources of supply is delayed, hindered, interfered with, curtailed, or prevented, then the Seller shall be at liberty to withhold, reduce or suspend deliveries under any contract to such extent as it deems fit and the Seller shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers.
The Seller reserves the right to increase the price charged for any goods if there is any increase in the costs incurred or to be incurred due to factors which constitute a force majeure event.
Where the event of force majeure continues for a continuous period of more than one (1) month, and unless agreed otherwise between the Buyer and the Seller, each of them may then terminate the Agreement, by written notice to the other. Such termination shall not give rise to any liability, compensation, or indemnity of any kind.
Despite any other provision in Agreement, the Seller shall not be liable to the other party for any delay or inability to perform an obligation under Agreement if such delay is due to a Force Majeure Event which has been notified to the other party in writing.
The Seller will take all reasonable steps to avoid or limit the effects of the Force Majeure Event on the performance of its obligations.
7. CHANGED CIRCUMSTANCES
If, after the conclusion of the Agreement, circumstances arise that make it substantially difficult for the Seller to fulfill the obligation or if the purpose of the Agreement cannot be achieved due to them, and in both cases when it is obvious that the Agreement no longer meets the expectations of the contracting parties, Seller may request termination of the Agreement.
The Agreement will not be terminated if the Buyer offers or agrees to change the relevant terms of the Agreement.
8. BREACH AND TERMINATION
Seller may terminate Agreement immediately by written notice if:
- the Buyer commits a material breach of an obligation under the Agreement and such breach is incapable of remedy;
- the Buyer commits a material breach of an obligation under the Agreement and has not taken all reasonable steps to rectify that breach within the reasonable time period specified by the Seller in a notice of breach (such period to be not less than seven (7) days);
- the Buyer is declared Insolvent or Bankrupt; or
- it is expressly entitled to do so under this GTC.
9. LIMITATION OF LIABILITY
Buyer fully indemnifies Seller and its Related Corporations against all loss, damage, and expense (including legal cost) incurred by Seller, its Related Corporations, and their Representatives in relation to:
- any death/injury to persons or loss/damage to property caused by any negligent act or omission by Buyer or Buyer’s Representatives in connection with the provision of the Agreed Supply; and
- any breach of the Agreement by Buyer.
The indemnities are continuing obligations which shall continue after the Agreement ends.
The Seller shall not be liable to the Buyer in respect of any consequential or indirect loss or damage (including loss of profits) arising out of any default or negligence of the Seller in connection with the Agreement.
Buyer shall not assign its rights under the Agreement unless Seller consents in writing, in Seller’s absolute discretion.
Buyer undertakes to hold in strict confidence, and not use, divulge, or communicate to any person the commercial terms of the Agreement or any of Seller’s confidential information, including pricing, suppliers, and other sensitive information of Seller, except as required or permitted by the Agreement or by regulation or required by a court or by law. This restriction will cease to apply to information which may become public knowledge otherwise than by Buyer’s breach of this confidentiality provision.
The invalidity, illegality, or unenforceability of any one or more of the terms of the Agreement or these GTC shall in no way affect or impair the validity, interpretation and enforceability of the other terms of the Agreement or these GTC.
To the extent that any term of the Agreement or of these GTC is repugnant to or in conflict with any law, it is deemed to be amended to comply with that law, and any such amendment shall not in any way affect the remaining provisions of the Agreement or these GTC.
The Buyer and the Seller each agree and undertake to the other that in connection with the Agreement, they will each respectively comply with all applicable Law(s), rules, regulations, decrees and/or official government orders of relevant jurisdiction relating to anti-bribery and anti-money laundering and that they shall each respectively take no action which would subject the other, to fines or penalties under such laws, regulations, rules, or requirements.
14. GOVERNING LAW
Any dispute arising out of or in connection with these GTCs, and/or any Agreement entered into between the Seller and the Buyer, including any question regarding its existence, validity or termination, shall be governed and construed by English Law, and, at the sole discretion of the Seller, referred to either:
- The non-exclusive jurisdiction of the English Courts; or
- Resolution by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause, and if referred to Arbitration:
- The number of arbitrators shall be one;
- The seat, or legal place of arbitration shall be London; and
- The language to be used in arbitral proceedings shall be English.