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General Terms and Conditions
Article 1 – Definitions
1. General Terms and Conditions: These general terms and conditions.
2. In these General Terms and Conditions, the abbreviation CCC means:
- Load-Lok Manufacturing Ltd, company number: 02650204;
- Load-Lok UK Ltd, company number: 03591230;
- Loadlok Roland UK Ltd, company number: 01380441.
3. Customer: The counterparty of CCC.
4. Customer-specific Product: Products which are not part of the standard offering from CCC, or Products from the standard offering with different dimensions.
5. Agreement: The underlying agreement(s) between the Parties, all related agreements between the Parties, as well as any amendments and supplements thereto.
6. The Parties: CCC and the Customer together.
7. Written: on paper, by email or fax, or by another electronic means.
8. Products: all goods, articles, items and parts (to be) delivered by CCC to the Customer in the context of executing an Agreement, as well as all related services (to be) delivered by CCC.
9. All definitions have the same meaning in the singular and plural, unless explicitly stipulated otherwise.
Article 2 - Applicability of the General Terms and Conditions
1. These General Terms and Conditions apply to all proposals, offers, work, orders, Agreements and deliveries of Products by or on behalf of CCC.
2. Deviations from these General Terms and Conditions are only possible if explicitly agreed in writing by the Parties.
3. The Parties explicitly exclude the applicability of supplementary and/or different general terms and conditions of the Customer or of third parties.
4. In respect of Agreements with parties established in the United Kingdom, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms of Conditions, more specifically to article 14 of these Terms and Conditions.
Article 3 - Proposals and offers
1. Proposals and propositions by CCC are non-binding unless the Parties have explicitly agreed otherwise in writing.
2. If CCC makes a binding proposition or proposal, this binding proposition or proposal is applicable for a maximum of 30 (thirty) days, unless a different deadline for acceptance is stated in the proposition or the proposal.
3. If the binding proposition or the proposal is not taken up by the set deadline, it will automatically become invalid.
4. Propositions and proposals do not apply to repeat orders or future orders unless the Parties have explicitly agreed otherwise in writing.
5. Propositions and proposals are made on the basis of the General Terms and Conditions set out herein. Any attempt to vary the terms or incorporate different terms shall not be binding on CCC without the express written acceptance by CCC.
Article 4 - Acceptance
1. The Customer taking up a non-binding proposal made by CCC shall be considered to be an offer on the basis of these terms and conditions.
2. CCC shall either accept or reject the offer within 3 (three) days after receiving the acceptance. In the event that CCC rejects the offer, then CCC’s proposal or proposition shall be deemed withdrawn and the Customer shall not be able to derive any rights as a result.
3. Offers by the Customer are only valid if made in writing.
4. An agreement is only binding on the parties once CCC has accepted the offer made by the Customer on the terms of CCC’s proposal or proposition and incorporating these terms and conditions.
5. An Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.
Article 5 – Prices
1. All of CCC's prices are in Great British Pounds Sterling, are calculated DAP (meaning “Delivered at place”, as that term is defined in the Incoterms 2020, International Rules for the Interpretation of Trade, ICC Publication No. 723) and exclude VAT and any other costs such as administration costs, (import) levies and travel, packaging, forwarding, insurance, or transport costs, unless the Parties have explicitly agreed otherwise in writing.
2. All of CCC's prices are subject to programming, printing, typesetting and typing errors. No liability is accepted for the consequences of such errors.
3. All prices are subject to change without prior notice. CCC shall thereafter notify the Customer of any price increases as soon as reasonably practicable. The prices applicable to the Products shall be the prices in force at the earlier of time of delivery or the time of invoice.
4. CCC reserves the right to adjust the price after conclusion of the Agreement, if the Products are only due to be delivered after 3 (three) months following conclusion of the Agreement.
Article 6 - Payment
1. Invoices must have been paid within 30 (thirty) days of the date of the invoice, unless the Parties have explicitly agreed otherwise in writing.
2. The Customer will pay without any invocation of suspension or set off by transferring the payable amount to the account number stated by CCC.
3. The Customer relinquishes its right to set off a payment to CCC against a claim it has vis-à-vis CCC.
4. If the Customer does not pay by the agreed deadline, CCC reserves the right to charge interest at 8% above the Bank of England base rate on all overdue amounts from the date the Customer is in default.
5. If the Customer is in default, CCC shall also be entitled to charge its administrative costs and any applicable fees of a debt collection agency incurred in the collection or enforcement of payment.
6. If the Customer fails to pay on time, CCC can suspend its obligations until the Customer has fulfilled its payment obligation.
7. The provisions of paragraph 6 also apply to obligations on account of other agreements with the Customer.
8. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Customer, all of CCC's claims vis-à-vis the Customer will become immediately due and payable.
Article 7 - Right to suspend performance
1. The Customer relinquishes the right to suspend fulfilment of any commitment resulting from an Agreement.
Article 8 - Retention of title
1. All Products (to be) delivered will continue to be exclusively owned by CCC until the Customer has completely fulfilled all its liabilities and payment obligations, no matter on what grounds, with regard to CCC, including claims relating to failure to fulfil.
2. Until that time CCC can invoke retention of title and claim back the Products.
3. Before ownership has transferred to the Customer, the latter may not sell, alienate, pledge or encumber the Products with any other right.
4. In the event that third parties attach the Products delivered subject to a retention of title, or wish to establish or exercise any rights on them, the Customer is obliged to inform CCC immediately.
5. Until the property of the Products passes to the Customer, the Customer shall keep the Products properly stored, clearly recognisable as being the property of CCC, protected and insured against theft, damage and destruction for their replacement value at Customer’s expenses.
6. If CCC invokes retention of title, the Agreement will be regarded as terminated and CCC will be entitled to claim for losses arising out of early termination, including without limitation loss of profit and interest.
Article 9 - Delivery
1. Deliveries will take place DAP, unless the Parties have explicitly agreed otherwise in writing.
2. If such is required given the circumstances, CCC will be entitled to carry out part deliveries of a Product.
3. Each partial delivery, including but not limited to incomplete deliveries or deliveries with deviating numbers/ quantities, is held to constitute a separate delivery and is to be paid pro rata for by the Customer.
4. Supply in excess or less is deemed to be in conformity with the quantities and/or numbers agreed upon in the Agreement, if the deviations in quantities or in numbers are not over 5% over or under the quantities stated in the Agreement.
5. In addition to the previous paragraph, CCC has the right to charge the upward deviating percentage, where the customer has the right to credit the downward deviating percentage.
6. If the Customer fails to pay on time, a period of creditor's default will commence, as a consequence of which CCC will be able to suspend delivery.
7. The Customer must ensure that the actual delivery of the Products it has ordered can take place on time.
8. In the event of damage during transportation, the Customer must inform the transport company and CCC directly and state such on the delivery document.
9. The transport costs are for the Customer's account, unless the Parties have explicitly agreed otherwise in writing.
Article 10 - Delivery deadline
1. The delivery deadlines provided by CCC are an indication and, if exceeded, do not give the Customer any right to terminate, make a claim, or any other right, unless the Parties have explicitly agreed otherwise in writing.
2. The delivery period starts after the offer signed by the Customer for approval has been confirmed in writing by CCC to the Customer. Article
11 - Risk and storage
1. If the Customer only takes receipt of ordered Products after the agreed delivery date, the risk of any loss of quality will be entirely with the Customer.
2. Any extra costs as a consequence of premature or delayed receipt of Products will be entirely for the Customer's account.
Article 12 - Complaints
1. The Customer must examine a Product delivered by CCC for any defects as soon as possible.
2. If a delivered Product does not reasonably meet the expectations of the Customer based on the Agreement, the Customer can inform CCC to that effect within 8 (eight) days after observing the defects and, in the case of latent defects, no later than 30 (thirty) days after receipt of the Products.
3. The Customer will tacitly waive the right to complain, if he fails to carry out the inspection within the nominated period. In this case, the Products shall be deemed to be properly delivered and accepted with the expiry of the deadline(s) stated in paragraph 2 of this article.
4. When submitting the complaint, the Customer will provide a detailed description of the defect, including image material, so that CCC is able to respond adequately.
5. Notwithstanding any possible defects, the Products should be accepted and properly stored for the Customer's account and risk.
6. Complaints do not entitle the Customer to suspend any payment.
Article 13 - Warranty
1. Products are to be delivered 'as is'. CCC does not provide any warranty whatsoever (implied nor expressed) other than those explicitly described in the Agreement or these General Terms and Conditions. Consequently, warranties for Customer-specific Products are, by their nature, are expressly excluded.
2. With due regard for the stipulations below, CCC warrants vis-à-vis the Customer the sound quality of the Products delivered by CCC, such in the sense that all defects to these items, which the Customer discovers within 8 (eight) hours after starting to use the Product and which are reported to CCC by the same deadline and which the Customer proves arose during the same period as a consequence of poorly designed construction by CCC, or as a consequence of poor execution by CCC of that construction, or of poor materials delivered by CCC, will be rectified free of charge by CCC through replacement of the faulty parts. Exceeding the deadlines referred to above will cause any claim against CCC in relation to the defects to lapse.
3. In the event of damage to the Products during transport for deliveries not DAP, the Customer expressly waives any re-course against CCC for any of these damages.
4. Whether a Product is faulty as referred to in paragraph 2 will be at CCC's discretion.
5. If, on the grounds of a detailed description of the Product, including image material, CCC judges that there is a reason to assume that the Product was indeed faulty, CCC will inform the Customer in writing that the Customer has the option of returning the Product.
6. The Customer is fully responsible for correctly returning the Product in appropriate packaging. CCC will not reimburse any costs for returning a Product and these costs will be borne entirely by the Customer.
7. CCC reserves the right to inspect a returned Product upon receipt before establishing whether it is faulty. If damage is established during this inspection which did not exist upon delivery by CCC, this damage will be for the Customer's account.
8. CCC will not accept any liability and will not give any guarantee for defects as a consequence of normal wear and tear, or incorrect storage or use of items, and/or use contrary to CCC operation and maintenance instructions. The same applies to defects which arise as a consequence of faulty design, construction or material which was prescribed or delivered by the Customer, actions by or on the instructions of the Customer, or due to the following of maintenance instructions, as well as to discolouration which does not affect possible usage.
9. If, in order to fulfil its guarantee obligation, CCC replaces items or parts, the replaced items or parts will continue to be owned by CCC.
10. If the Customer does not fulfil any obligation it has as a result of the Agreement concluded with CCC, or does not do so properly or on time, CCC will not be obliged to fulfil any guarantee whatsoever. If, without prior written approval by CCC, the Customer proceeds to disassemble, repair or perform any other work relating to the item, or engage others to do so, any claim on account of the guarantee will lapse.
11. Legal action relating to a warranty must be initiated within 1 (one) year after a timely claim, under pain of cancellation.
Article 14 - Notice of default
1. The Customer must communicate any notice of default in writing to CCC.
2. It is the Customer's responsibility to ensure that a notice of default reaches CCC (on time).
3. No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes in respect of CCC as a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy by CCC.
Article 15 - Intellectual property
1. All intellectual property rights relating to the Products delivered are vested in CCC.
2. The Customer must completely and unconditionally respect the intellectual property rights in relation to the Products delivered.
3. If the Customer acts in contradiction of CCC's intellectual property rights, the Customer shall indemnify and keep indemnified CCC in respect of all loss, expenses (including consequential damage) whatsoever which CCC suffers directly or indirectly from such act by the Customer.
Article 16 - Liability
1. Nothing in this Article shall purport to act to limit either party’s liability for: (i) death or personal injury resulting from negligence, (ii) fraud or fraudulent misrepresentation, (iii) any other matter for which liability cannot be limited by law.
2. CCC shall not, under any circumstances whatsoever, be liable to the Customer for any loss of damage suffered by the Customer in connection with this Agreement amounting to: (i) loss of profit, (ii) loss of good will, (iii) loss of business, (iv) loss of business opportunity, (v) loss of anticipated saving, (vi) loss or corruption of data or information, (vii) damage to reputation or (viii) special, indirect or consequential loss.
3. CCC is only liable for any damage which the Customer or a third party suffers if and insofar as said damage is caused by intent or deliberate actions or negligence on the part of CCC.
4. The Customer will indemnify and keep indemnified CCC for any damage and costs of third parties that, for whatever reason, claim have suffered damage, or will suffer damage, as a consequence of, or caused by, the Products or the execution of the Agreement, unless CCC is liable for this damage suffered by third parties on the grounds of the Agreement or these General Terms and Conditions. The Customer will also indemnify CCC against all costs and damage which CCC suffers due to third-party claims against CCC, for which CCC's liability vis-à-vis the Customer is excluded in these General Terms and Conditions or the Agreement.
5. Subject to paragraph 1, CCC is not liable for any accidents or damage caused by the goods delivered by CCC, for example, without limitation, by incorrect or inexpert usage, or usage which is contrary to the instructions for use.
6. The Customer is responsible, in all circumstances, for the correctness and completeness of the details and documents it supplies. CCC shall not, under any circumstances, be liable for any damage which was (wholly or partly) caused due to the details and documents supplied by the Customer being incorrect and/or incomplete, or due to following the instructions given by the Customer. The Customer indemnifies CCC against all claims in this respect.
7. The Customer indemnifies CCC against all claims pursuant to product liability legislation, or liability pursuant to similar foreign legislation whether or not these are based on EC Directives relating to product liability in relation to defective goods.
8. If, on the basis of a statutory obligation which also includes an obligation resulting from international legislation and regulations, CCC is required to remove the Products (to be) delivered from the market, the Customer will be obliged to cooperate fully without being entitled to any claim for compensation. In that case the Agreement will be regarded as terminated.
9. If CCC is liable for damage suffered by the Customer, the damage which CCC is obliged to compensate shall be limited to the invoice value of the order placed in relation to which the defect was the cause of the damage.
10. If CCC is liable, this liability will be capped to the amount paid out via a liability insurance to CCC and, in the absence of (full) payment by an insurance company of the amount of the claim, the liability will be limited to such (part of the) invoice amount to which the liability relates.
11. All illustrations, photos, colours, drawings, descriptions on the website or in a catalogue are only an indication and an approximation and cannot provide any grounds for a claim and/or termination (in whole or in part) of the Agreement and/or the suspension of any obligation.
12. No claim by the Customer for loss or damage under this agreement or otherwise in respect of breach of contract, tort or negligence shall be valid unless such claim has been notified in writing to CCC within 6 (six) months of the event or cause which resulted directly or indirectly in the liability.
Article 17 - Termination
1. CCC is entitled to terminate the Agreement with the Customer extrajudicially and without any obligation to pay compensation and without prejudice to any additional rights it might be entitled to, if the Customer fails to fulfil its material obligations resulting from the agreement in full or on time, or if CCC has found out about circumstances which give it valid grounds to fear that the Customer will not properly fulfil its obligations.
2. CCC can, to the extent legally permissible, terminate the Agreement in case the Customer: a. enters into a voluntary arrangement under Part 1 of the insolvency act 1986 or any other scheme or arrangement is made with his creditors. b. convenes any meeting of his creditors, enters into a voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of his assets or undertakings or any party thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by him or any of his directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of his affairs or for the granting of an administration order, or any proceedings are commenced relating to his insolvency or possible insolvency.
3. All the grounds for termination in these General Terms and Conditions are fully applicable in addition to the provisions of paragraph 1.
4. If CCC terminates the Agreement, any claims which CCC might have against the Customer will become immediately due and payable.
Article 18 - Force majeure
1. Any shortcoming by CCC in the fulfilment of any obligation with regard to the Customer cannot be attributed to CCC in a situation which is independent of the will of CCC, as a result of which the fulfilment of its obligations with regard to the Customer is wholly or partially hindered, or as a result of which CCC cannot reasonably be expected to fulfil its obligations.
2. The force majeure situation referred to in paragraph 1 means, in any event - but not exclusively - data loss as a consequence of a computer malfunction, a virus infection or computer intrusion by third parties, machine breakdown and other calamities which hinder or restrict CCC's business operations, Internet and power failure, weather conditions, pandemics, theft, fire, floods, landslides, terrorism, third-party restrictions, illness on the part of the natural person which executes the Agreement on behalf of CCC, transport restrictions, strikes, riots, war or threats of war, loss of or damage to Products during their transportation, the failure to deliver or late delivery of Products to CCC by its suppliers, exports and import bans, fires, disruptions and accidents in the business of CCC or its supplier(s), the burning of the means of transport of CCC, of its supplier(s) or of a transport company that has been engaged, the occurrence of disruptions thereto, involvement in related accidents and measures imposed by any domestic, foreign or international government.
3. In the event that CCC is hindered by force majeure from wholly or partially fulfilling one or more of the obligations on account of the Agreement, CCC will be entitled, on written notice to the Customer, to suspend its obligations without legal intervention.
4. As from the moment that a situation of force majeure has lasted at least 30 (thirty) calendar days, both Parties may terminate the Agreement, in whole or in part, in writing.
5. In the event that, at the time at which the force majeure commences, CCC has partially fulfilled its obligations vis-àvis the Customer which result from the Agreement and has partially performed work for the benefit of the Customer and/or has delivered some Products, CCC will be entitled to invoice the items in question separately. The Customer will then be obliged to pay the respective CCC invoice.
6. In a force majeure situation CCC will not liable to the Customer for any loss or damage or otherwise, whether monetary or not, whatsoever.
7. The Parties mutually declare that the consequences of coronavirus do not constitute a circumstance which can be attributed to CCC.
Article 19 - Changing the Agreement
1. If, after concluding the Agreement, it transpires that it is necessary for its execution to change or supplement its content, the Parties will amend it accordingly on time on the basis of mutual consultation.
Article 20 - Amendment of the General Terms and Conditions
1. CCC is entitled to amend or supplement these General Terms and Conditions.
2. The applicable version will always be the last version which applied at the time the applicable Agreement was drawn up.
Article 21 - Transfer of rights
1. The Customer's rights resulting from an Agreement between the Parties cannot be transferred to third parties without CCC's prior written permission.
Article 22 - Effect of nullity or voidability
1. If one or more provisions of these General Terms and Conditions turn out to be invalid or null and void, the other provisions of these General Terms and Conditions will continue to apply in full.
2. The invalid or null and void provision of these General Terms and Conditions will be replaced by a valid provision, whereby the goal and purpose of the invalid null and void provision will be observed as much as possible.
Article 23 – No Joint-Venture
1. The parties are independent contractors, and the Agreement does not constitute the parties having entered into a joint venture nor shall it make any party the agent or legal representative of the other party for any purposes whatsoever, and neither party shall have any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner.
Article 24 - Privacy and Personal data
2. CCC only collects, processes and saves the data necessary for the business relationship between CCC and Customer. The use of personal data within the meaning of the GDPR and UK-GDPR is limited to what is necessary for business and organizational reasons.
Article 25 - Applicable law and competent court
1. The legal relationship between the Customer and CCC is governed exclusively the laws of England & Wales.
2. Disputes between CCC and the Customer will be submitted exclusively to the competent courts in England.