Terms and Conditions

General Terms and Conditions of GTV Global General Trading L.L.C.

Effective Date: (04-01-2021)

 

General Terms of Sale, Delivery and Purchase

I. General – Scope of application

1. Our deliveries and services are provided exclusively according to the following General Terms of Sale. These also apply for all future business between the contract parties, without any special renewed indication. They also apply in the case that we do not explicitly cite this in subsequent contracts, in particular if we provide deliveries and services to the customer without reservation, although we are aware of terms of business of the customer which contradict or deviate from our General Terms of Sale.
2. References by the customer to his terms of business are hereby rejected. Terms which contradict or deviate from our Terms of sale are not accepted.
3. All technical information, product features and details, manufacturing processes, maintenance, and installation instructions, suggested storing and delivery guidelines of the related manufacturer of the purchased goods are accepted by the customer and are not negotiable. These are part of the purchasing agreement between us and the customer.
4. The given warranty from the manufacturer of the purchased goods will apply to the customer of the purchased goods. All available certifications and technical data sheets by the manufacturer of the purchased goods are accepted by the customer.
5. The customer acknowledges that he is aware of and accepts the technical data sheets of the related manufacturer, especially regarding the purchased goods. The customer acknowledges as well, that he is aware of all technical aspects, especially regarding installation instructions, maintenance instructions, processing guidelines and any production tolerances of the purchased goods.
6. All regarding the technical details, quality descriptions, certifications, production tolerances, dimensions, production faults and warranties the terms and conditions of the related manufacturer which produced the goods will apply. The sole responsibility of correcting any faults is by the related manufacturer which produced the goods.

II. Offers and conclusion of contracts, content of services

1. Our offers to the customer are subject to confirmation. Only the order is deemed to be a binding offer. Acceptance of this offer is made at our discretion by sending an order confirmation, or by the provision of the ordered deliveries or services without reservation.
2. Details of properties and durability, technical data and descriptions in the product information, advertising materials or technical data sheets, as well as information by the manufacturer or his agents do not constitute guarantees of properties or durability for the goods which we supply, unless such details have been agreed in individual contracts.
3. In the case of sales according to patterns or samples, these merely describe proper accordance with the sample, but do not constitute a guarantee for the properties or durability of the goods which are to be delivered by us.
4. We provide advice about applications according to the best of our knowledge. All details and information with regard to the suitability and application of our goods do not release the purchaser from the obligation to test and examine the suitability of the products for the intended purpose.

III. Prices, terms of payment, arrears of payment 

1. The prices which are agreed on conclusion of the relevant contract apply, in particular the prices stated in the order or the order confirmation. If a price is not explicitly stated, the prices which are valid according to our price list at the time of conclusion of the contract apply. These prices do not include the costs of the packaging required for proper dispatch, the transport costs from our warehouse, the shipping costs and – insofar as agreed – the costs for transport insurance unless specifically mentioned in the offer or order confirmation. Specific national fees may apply for deliveries to foreign countries.
2. We reserve the right to adjust our prices to a reasonable amount, if changes to costs occur due to wage agreements, price increases by our manufacturers or suppliers, or fluctuations in currency exchange rates subsequent to the conclusion of the contract. These price changes will be notified in writing at the latest four weeks before the new prices come into effect. These prices are deemed to be accepted if the customer does not object to the new prices within one week subsequent to their notification. This does not apply if a fixed price has been agreed.
3. Unless a different payment date has been agreed upon, our invoices are due for payment 5 days after receipt, without deduction. After the expiry of the due date stated on the invoice, the customer becomes in arrears.
4. If the customer does not pay invoices which are due, or if the financial circumstances of the customer deteriorate subsequent to the conclusion of the contract or if we receive unfavourable information with regarding to the customer which calls the solvency or creditworthiness of the customer into question subsequent to the conclusion of the contract, we shall be entitled to declare the entire residual debt of the customer as due for payment and in deviation from the agreement which has been made, to demand advance payment or securities, or after delivery has been made, immediate payment of all of our accounts receivable which are based on the same legal relationship. This applies in particular if the customer suspends payment, a cheque from the customer is not cashed and bounced back, insolvency proceedings with regard to the customer’s assets are applied for or are initiated, or insolvency proceedings are not initiated due to a lack of assets.
5. In case of justified doubts with regard to the solvency of the customer, in particular in case of arrears of payment, we may, subject to further claims, revoke payment dates which have been granted and make further deliveries conditional on the provision of other securities.
6. Failure to pay the purchase price when it falls due constitutes a serious breach of contractual obligations.
7. In case of arrears of payment by the customer, we shall be entitled to demand interest on arrears. For invoices issued in Euro or AED (Arab Emirates Dirhams), to the amount of 8% above the base interest rate stated by the UAE Central Bank at the date of occurrence of the arrears.

IV. Delivery and service times, delay to performance

1. Delivery times are only approximate unless a fixed term has been explicitly agreed upon in writing. The statement of delivery times is conditional on the cooperation of the customer in accordance with the contract. However, if agreed delivery times are exceeded for reasons for which we are responsible, the customer may withdraw from the contract after the fruitless elapse of a reasonable period of grace which has been set by him. The withdrawal must be made in writing. Deliveries on Fridays, Saturdays and Sundays are only possible by special agreement and subject to a surcharge.
2. We only become in arrears after the elapse of a period of grace which is set by the customer, and which must be at least 30 working days. In case of force majeure and other unforeseeable circumstances for which we are not responsible, e.g. interruption of operations due to fire, natural disasters and similar circumstances, breakdown of production plant and machinery of the manufacturer, delays to delivery or failure to deliver on the part of our suppliers, as well as interruptions to operation due to lack of raw materials, energy or labour, strikes, lock-outs, difficulty in the procurement of means of transport, interruptions to traffic or official intervention, or any delays caused by the related manufacturer we are – insofar as we are not responsible for the obstruction to the fulfilment of our obligations for performance due to the aforementioned circumstances – entitled to postpone the delivery or service for the duration of the obstruction plus a reasonable start-up time.
3. We shall be entitled to partial deliveries and partial services within the agreed delivery and service periods if this is reasonably acceptable for the customer.
4. Compliance with our delivery and service obligations is conditional on the timely and proper fulfilment of the customer’s obligations. We reserve the right to claim failure of fulfilment of the contract.
5. If the customer is in arrears with the pick-up, acceptance, or collection of the goods, or if he is responsible for a delay to dispatch or delivery, regardless of any further claims, we shall be entitled to demand a flat rate fee for costs to the amount of the usual local warehousing costs, regardless of whether the goods are stored by us or by a third party. The customer has the onus of proof that no damage or less damage has been incurred.

V. Transfer of risk, transport, and packaging costs

1. Unless otherwise explicitly agreed in writing between us and the customer, the delivery shall be ex-works or ex-warehouse and must be collected from there by the customer at his own risk and expense. In this case, the risk of accidental loss or deterioration after provision for collection of the deliverables which are the subject of the contract is transferred to the customer on delivery of the notification of readiness for collection to the customer. Otherwise, the risk of accidental loss or deterioration of the goods which are the subject of the contract is transferred to the customer on handover to the carrier (truck driver), including for carriage paid shipments or deliveries whose transport is insured by us. The customer has the sole responsibility for the safe loading and securing of the load for transport.
2. If the customer requires a packaging which deviated from the standard, this will be invoiced at cost price.
3. Any unloading by truck/crane units shall be made at the expense and risk of the customer, whereby the carrier is authorised to charge the customer directly.
4. The customer must make complaints regarding the  transport damage directly to the carrier with a copy to us within the stipulated periods.
5. Unless otherwise agreed in individual cases, the customer shall be responsible for the observance of statutory and official regulations regarding the import, transport, storage and use of the goods.

VI. Obligations of the customer/reservation of title

1. The goods which are delivered remain our property until the complete payment of the full purchase price and returning of all given securities (e.g., Bank Guarantees, Security Cheques, or other guarantees) and all other present or future claims which result from the business relationship with the customer. Entry of the demand for payment of the purchase price in a current invoice to the customer and the acceptance of a credit balance do not affect the reservation of title.
2. The customer is obliged to treat the purchased goods with care until the complete acquisition of ownership; in particular, he is obliged to adequately insure the goods at his own expense and at their new value against loss, damage, and destruction, e.g., by fire, water, and theft. The customer hereby assigns his claims from the insurance contracts to us. We accept this assignment.
3. The customer may not pledge or assign the goods which are in our ownership as security. If the payment is not complete or the customer is still in hold of any security as described in VI.1, the customer may not use the goods for any installation, production, processing, or any case which changes the goods from its original delivered condition, the goods must remain originally packed as delivered.
4. As security for the fulfilment of all our claims as stated in Clause VI.1, the customer hereby assigns all existing and future conditional claims from the resale of the goods which we have delivered, together with all ancillary rights to the amount of 120% of the gross value of the goods which have been delivered with priority over the remaining part of his claims. We accept this assignment.
5. If, and insofar as the customer fulfils his obligations for payment to us, in the normal course of business he is entitled to redeem the claims against his customer which he has assigned to us. However, he is not entitled to agree on a current account relationship or a prohibition of assignment with regard to these claims, or to pledge or assign these to third parties. If, in contradiction to section 2, a current account relationship exists between the customer and the purchaser of our goods which are subject to reservation of title, the claims which are assigned in advance also relate to the acknowledged credit balance, and the case of insolvency of the purchaser, to the existing credit balance.
6. On demand by us, the customer must provide evidence of the individual claims which he has assigned to us and must notify his debtors of the assignment, together with the demand to pay these claims to us, up to the amount of our claims against the customer. We are entitled to notify the customer’s debtor of the assignment at any time and to redeem the claims ourselves. However, we will not utilise this authority as long as the customer fulfils his obligations for payment in a proper manner and without arrears and as long as an application for the initiation of insolvency proceedings against the customer has not been made and the customer does not suspend his payments. If one of the aforementioned cases should occur, we may demand that the customer notifies his debtor of the claims which he has assigned to us, provides all of the details which are necessary for the redemption of the claims and hands over the associated documents.
7. The customer must inform us in writing immediately in case of seizure or other actions by third parties.
8. If the goods which we have delivered and which are subject to reservation of title are, installed, processed, mixed, or combined with other objects which we do not own, we shall acquire co-ownership of the new object in the proportion of the value of the goods which we have delivered (final invoice amount, including VAT and all costs) to the value of the other goods at the time of processing/mixture or combination. Otherwise, the same shall apply for the object which results from processing as for the purchased goods which have been delivered subject to reservation of title. If the processing, fabrication, mixture, or combination is performed in such a manner that the customer’s object can be regarded as the main object, it is deemed to be agreed that the customer transfers proportional co-ownership to us. In the normal course of business, the customer is entitled to dispose of the products which result from the processing, conversion, fabrication, combination, or mixing in the normal course of business, without pledging or assignment, as long as he fulfils his obligations from the business relationship in a timely manner. The customer hereby assigns as security his claims from the sale of these new products, to which we have rights of ownership, to the extent of our proportion of ownership of the sold goods. If the customer combines or mixes the delivered goods with a main object, he hereby assigns his claims against third parties to us to the amount of the value of our goods. We accept this assignment.
9. As security for our claims, the customer also assigns to us the claims up to the value of our goods, which result against a third party due to the combination of our goods with a real estate property.
10. On request by the customer, we commit to release at our discretion the securities to which we are entitled, insofar as the attainable value of our securities exceed our secured claims against the customer by more than 20%.
11. In case of breach of contract by the customer, in particular in case of not returning given securities (e.g. Bank Guarantees, Security Cheques, or other guarantees) for more than 20 days after delivery, and arrears of payment of more than 10% of the invoiced amount for a period for more than 10 days after the due payment date, regardless of other claims to which we are entitled, we shall be entitled to withdraw from the contract and to demand the immediate return of the goods which we have delivered in the same condition and packing as we have delivered. We shall be entitled to utilise the delivered goods after their return. In this case, the customer must fully accept our demand and arrange the return of the delivered goods immediately, but not longer than 2 days after the demand was officially made from our side. The revenue from such utilisation shall be accounted against the existing liabilities of the customer to us, minus reasonable processing costs.

VII. Rights of the customer in case of faults

1. Obvious faults, incorrect deliveries and deviating quantities must be notified to us by the customer in writing immediately, however at the latest 3 days after confirmed receipt of the goods by the customer, explaining the reason for complaining in detail. Faults of any kind, which are not obvious and deliveries which do not obviously differ from the ordered goods or quantities must be complained of when such faults become apparent immediately. The through the related manufacturer of the purchased goods given warranty will apply to these through the customer purchased goods. In order to enforce claims for faults, the customer/purchaser must examine the goods immediately with regard to their compliance with the contract, in particular with regard to deviations in type and quantity, as well as with regard to material defects and to comply with the obligations for examination through the manufacturer. This also applies if components are added, which have not been obtained from us. On demand, these must be provided to us for examination. After three months subsequent to the transfer or risk to the customer in accordance with Clause V.1, complaints of concealed defects are excluded and are deemed to be too late insofar as their detection should have been reasonably expected. In the case of a late, or incorrect complaint of a fault according to Clauses VI.1 to VI.3, under the conditions of Clause VIII.1 to VIII.5 of these Terms of Sale, the customer shall lose his right of complaint, unless the defect has been wilfully concealed by us. In the case of complaint, the rules and regulations of the related manufacturer of the delivered goods will apply.
2. In the case of obvious faults with goods which are the reason of complain, and which had been delivered by us, the related manufacturer which had produced these goods will be fully responsible and shall be obliged for correction or delivery of fault-free goods (subsequent fulfilment). In this case the rules and regulations of the related manufacturer of the goods, how to handle and compensate such a complaint will apply and are accepted by the customer and are not negotiable.
3. Claims for faults by merchants lapse at the latest one month after the rejection of the complaint of the related manufacturer of the goods.
4. In the case of obvious faults and a notified complaint through the customer, the goods (reason of complaint) should remain untouched by the customer and not be used for further production, installation or manufacturing or any further processing, till the faulty products are checked by either the manufacturer or our company. In this case, the goods (reason of complaint) remain on the property of our company till it is decided if the faulty products will be exchanged by the manufacturer at the manufacturer’s costs. In this case, the warranty terms and conditions of the manufacturer will apply.
5. If the goods which are the reason of complaint are sold, being used for further production, have been installed, or being used in any other processing procedure through the customer, or changed from its original delivered condition by the customer, the complaint will be automatically rejected by us and the related manufacturer. In this case, the delivered goods have been fully accepted by the customer in all aspects of quality and technical details as described in the purchasing agreement and offer, and that the goods have been delivered to the customer in a good and acceptable condition.
6. In case of approved complaints through the manufacturer related to the faulty goods, the approved complaint can be compensated through the manufacturer considering a delivery of new fault-free goods, this decision remains in the full decision-power of the manufacturer. In this case, the faulty goods must be given back to us or the manufacturer in the same condition and number as received by the customer, including the original packing which they have been delivered with. The return of the faulty goods must be done before the delivery of the fault-free goods to enable us a final inspection of the faulty goods. From case to case the manufacturer will instead of delivering new fault-free goods compensate with a discount voucher given either through the manufacturer or our company mentioning the amount in EURO or AED currency or a percentage (%) to be applied on the next purchase. The amount or percentage of compensation will be decided through the manufacturer or our company only, after inspecting the delivered faulty goods. The inspection should be done through the manufacturer or our own personnel. After the confirmation through the customer that the discount voucher is accepted, the delivered goods which were the reason of complaint will become the property of the customer.
7. The customer has no right to declare any discount based on their own estimations whatsoever.

VIII. Rights and obligations of our company

1. If we are liable for a significant breach of contractual obligation according to Clause VII.1, without gross negligence or wilful action, our liability for compensation is limited to that for foreseeable, typically occurring damage. In this case, we shall not be liable for loss of profit by the customer and unforeseeable consequential damages. We shall not be liable for direct damage to the customer which results from the enforcement of contractual penalties by third parties.

IX. Term of limitation for claims

1. Claims by the customer which are due to faults in the goods which we have delivered or failure to provide proper services – including claims for compensation and claims for reimbursement of fruitless expenses – lapse within six months unless otherwise stated in a separate agreement.

X. Returns

1. Return of fault-free goods which we have delivered is excluded. If, as an exception, we agree to the return of goods that are free of defects, a credit note will only be issued to the extent that we determine that the goods can be reused without restriction. The actual costs, at least 20% of the invoice amount or a minimum of 5,000 AED, will be deducted for the costs of testing, processing, reworking and new packaging. Additionally, the actual costs, at least 50% of the invoice amount will be deducted for value loss, production processes, raw materials used, storing, and wages involved, considering the reselling possibility and value of the returned goods. Such a credit note will not be paid out but is only used to offset against future deliveries.
2. In case of an initiated return of the goods through our company, especially based on a breach of contract by the customer, in particular in case of not returning given securities (e.g., Bank Guarantees, Security Cheques or other guarantees), and where an advance payment was made by the customer, regardless the height of the advance payment, the same compensation will be made as described in Clause X.1. ­­­

XI. Safety data sheets and statements of performance

1. The safety data sheets and statements of performance of the related manufacturer of the purchased and delivered goods will apply, these are fully accepted by the customer.

XII. Place of fulfilment, court of jurisdiction, applicable law, trading clauses

1. The place of fulfilment and sole court of jurisdiction for all claims arising between us or the manufacturer and the customer is the place of the manufacturer of the purchased goods, or the registered office of the relevant delivery factory or warehouse, and for payments, the designated paying agents, unless this is mandatorily opposed by legal regulations. However, we and the related manufacturer of the delivered goods are also entitled to initiate litigation against a customer at his legal court of jurisdiction.
2. The law of the place of the manufacturer of the delivered goods applies exclusively to the legal relationship between us and the customer, as is applicable between German merchants and as can be effectively agreed in the relevant countries to which delivery is made (see Clause I of these Terms of Sale). The application of regulations for the international sale of goods (CSIG Vienna UN Convention on the International Sale of Goods) and German international civil law are explicitly excluded.
3. Insofar as trading clauses according to the International Commercial Terms (INCOTERMS) are agreed upon, the latest version of the INCOTERMS shall apply (at present INCOTERMS 2010).

XIII. Concluding provisions

1. If one of the aforementioned provisions is ineffective, partially ineffective or is excluded by means of a special agreement, this shall not prejudice the effect of the remaining provisions.