GENERAL TERMS AND CONDITIONS
1. Purpose
These terms and conditions govern all purchases of goods and services including those stipulated in the “Purchase Order” or “PO” (collectively referred to as the “Products”) between Bowl Grabber Ltd (“Bowl Grabber”) and the seller/supplier (the "Supplier") as specified in the PO. The Purchase Order together with these terms and agreement shall together form the "Agreement".
2. Order Confirmation
The PO is considered binding when Bowl Grabber has received the Supplier’ written (email is sufficient) confirmation of the PO. The price/fees stated in the PO confirmation shall be fixed and firm unless otherwise expressly stated in the PO. Any additional costs payable by Bowl Grabber shall be expressly set out in the PO. In case of discrepancies between the PO and any confirmation, the PO shall take precedence. Bowl Grabber does not guarantee to purchase a certain volume and the Agreement is non-exclusive. Bowl Grabber may withdraw the order at no cost until the PO confirmation has been received by Bowl Grabber and the Supplier has acted in reliance on the PO. Bowl Grabber may at any time and without cause cancel or temporarily suspend unperformed POs, subject to giving the Supplier reasonable compensation for the manufactured Products and the Supplier providing Bowl Grabber the manufactured Products as is, if requested.
3. Payment and invoicing
The Supplier will invoice Bowl Grabber following the acceptance of each delivery, however, where the price is agreed to be on a time and material basis the Supplier shall invoice Bowl Grabber monthly in arrears for its charges and costs and expenses for the month concerned. Terms of payment are 60 days after receipt of a corresponding invoice. Where the price is agreed to be on a time and material basis time sheets recording time spent together with a narrative of the particular task undertaken shall be completed which shall be used to calculate the charges and provided to Bowl Grabber upon request; further the Supplier shall ensure that all materials, costs, travelling and other ancillary expenses and disbursements reasonably and properly incurred by the Supplier’s personnel shall be pre-approved by Bowl Grabber in writing prior to being incurred. Any amount owing from Bowl Grabber to the Supplier may be settled by Bowl Grabber by declaring a set off against any sums payable by the Supplier to Bowl Grabber. In the event of a dispute about an item in an invoice, Bowl Grabber is entitled to withhold the disputed amount until the dispute has been finally resolved.
4. Delivery
The Products shall, unless stated otherwise in the PO, be delivered DDU (delivered duty unpaid, Incoterms 2000) at the time and place stated in the PO. Each delivery shall include a delivery note in local language or English with description of the Products, value of Products, VAT and REX number, item number, quantity and the name of ordering person together with any and all other information required for the purposes (including customs) of delivery. The Supplier is not entitled to deliver the Products before the delivery time stated in the PO or to make partial deliveries.
5. Risk of loss; Title
Risk of loss, injury or destruction to the Products shall be borne by the Supplier until delivery of the Products has been completed in accordance with this Agreement. Ownership to the Products will pass to Bowl Grabber at the earlier of (i) delivery or (ii) payment for the relevant Products including but not limited to copyrights, patent rights, trademark rights, know-how and other intellectual property rights and ownership rights connected with the Products as well as right to modify and further assign the Products. All products or results created or produced by Supplier under this Agreement are Bowl Grabber’s property and must not be used by Supplier on its or any third party’s behalf without Bowl Grabber’s written consent, regardless being it intellectual property rights, goods, reports or other work results.
6. Packaging and Labelling
The Supplier shall with no extra costs to Bowl Grabber provide reasonable, customary and environmentally friendly packaging of the Products to effectively prevent damage to the Products before, during and after transportation and in accordance with any instructions given by Bowl Grabber and/or the carrier provide the Products with due marking/labelling.
7. Delays
A delay shall be deemed to occur when Bowl Grabber (or its agent) has not fully accepted delivery whether due to non delivery, defects to the Products or partial delivery at the agreed delivery date. If the Supplier has reason to believe a delay in delivery of the Products will occur the Supplier shall immediately notify Bowl Grabber, stating the reason for and expected duration of the delay.
If the Supplier’s delivery of the Products is delayed, Bowl Grabber may, at no cost to Bowl Grabber and without prejudice to Bowl Grabber's other rights under this Agreement and under applicable law (i) uphold delivery, (ii) terminate the Agreement, and/or (iii) cancel the present delivery. During a delay caused by Supplier, Bowl Grabber may on its own risk and account use non-accepted Products delivered, to the extent possible. Such use shall not constitute acceptance of the Products.
8. Defects and Warranties
The Supplier warrants that; (i) the Products are and will be merchantable and without any defects in design, construction, functionality and materials as compared to the requirements and specifications set out in this Agreement or in any other way made known to the Supplier; (ii) that the performance and fitness for the purpose of the Products will be in accordance with the requirements and specifications set out in the PO and other drawings or descriptions provided by Bowl Grabber as well as applicable national and international law; (iii) the undertakings will be performed with reasonable skill and care and in a proper, lawful, efficient and businesslike manner and in accordance with best industry practice; (iv) the Supplier will to ensure due and correct performance of this Agreement allocate sufficient resources and personnel who will be suitably skilled, experienced and qualified and shall use its best endeavours not to make any significant changes in key personnel; and (v) it holds and shall continue to hold all necessary licences, This warranty shall not be affected by any inspection, acceptance and delivery of the Products and payment for the Products by Bowl Grabber.
If the Products do not comply with Bowl Grabber's specifications, Bowl Grabber may at Bowl Grabber's sole discretion: (i) grant the Supplier additional time to effect correct delivery by either replacement or repair; (ii) carry out by third party the necessary changes and/or buy replacement goods at the Supplier's expense and cost; and/or (iii) cancel the order in question or the Agreement. For the avoidance of doubt, the Supplier shall pay for all reasonable costs incurred by Bowl Grabber in order to determine whether Supplier has complied with this clause 8.
The Supplier warrants that the Products are delivered free from any liens, encumbrances or any other third party rights and that the intended use (made known to the Supplier) of the Products do not infringe any rights of any third party. The Supplier's liability under this warranty clause is limited (i) to a period from the date of delivery and until 18 months after the date of delivery, or (ii) to a period of 12 months from the date that Bowl Grabber first took the Product into use, whichever is the shorter.
9. Liability
Each of the parties shall be liable for the other party’s losses (including third party losses covered by the other party) due to the first party’s breach of this Agreement. Neither party shall be liable to the other party for indirect damages, unless the damages are caused by gross negligence or wilful misconduct.
10. Product Liability; Insurance
The Supplier shall be liable for all damage to persons or objects caused by defects in the Products. Supplier shall at all times maintain a satisfying insurance with a reputable insurance company against all insurable liability under this Agreement and in respect of the Products, including but not limited to product liability. If Bowl Grabber suffers damages for which Supplier may obtain compensation under the insurance, Supplier shall use its best efforts to obtain such compensation and immediately forward it to Bowl Grabber.
11. Quality Assurance and Inspection
Prior to the first delivery of a Product the Supplier shall document upon Bowl Grabber’s request that the Supplier’s production facilities meet agreed or necessary quality standards. The Supplier shall at any time at Bowl Grabber’s request document that sufficient quality assurance processes are in place. Bowl Grabber shall upon request be allowed to inspect at any time during normal working hours the premises of the Supplier and/or sub-supplier in order to audit the production and the quality assurance system.
12. Sub-supplier
If the Supplier has informed Bowl Grabber of an intention to engage a specific sub-supplier to carry out part of the Supplier’s undertakings, then the Supplier may not replace such sub-supplier without Bowl Grabber’s prior written approval. The Supplier will remain liable at all times to Bowl Grabber for due and correct performance of the Agreement.
13. Certificates and Regulations
The Supplier shall make available to Bowl Grabber free of charge all relevant approvals and certificates regarding the Products including but not limited to any approvals required from any applicable authorities for import/export and re-sale/re-export of the Products.
14. Termination
A party may by written notice terminate this Agreement with immediate effect: (i) in the event of a material breach of this Agreement by either party, provided however, if and to the extent the breach is curable, that the breaching party has not cured such breach within 30 (thirty) days after having been notified in writing by the other party; or (ii) if the other party enters into liquidation, becomes insolvent or enters into a deed of arrangement for the benefit of its creditors or commits or suffers any equivalent act or thing.
15. Confidentiality
Each party is obliged to keep confidential this Agreement and all information and knowledge of a confidential nature, which the Party may acquire from the other Party, save as required by law or regulation. This obligation shall survive termination of the Agreement.
16. References; External information
The Supplier is not authorized to make use of Bowl Grabber’s name or trademarks, including without limitation as a reference for marketing purposes, without Bowl Grabber’s prior written approval in each case (which approval may be withdrawn at any time at Bowl Grabber’s sole discretion).
17. Code of Conduct
The Supplier must comply with all applicable laws, codes, or regulations of the countries, states, and localities in which they operate.
19. Assignment and Transfer
The Supplier shall not be entitled to assign any of its rights or transfer any of its obligations in respect of this Agreement without Bowl Grabber’s prior written consent. Bowl Grabber may assign any of its rights and transfer any of its obligations in respect of this Agreement to another company in the Bowl Grabber group.
20. Force Majeure
Neither of the parties shall be responsible for non-fulfilment of its obligations hereunder due to reasons of force majeure such as war, civil war, riots, terrorism, general strikes and natural disasters and other Acts of God. If a force majeure event continues for a period of more than 60 days either Party may terminate this Agreement immediately.
21. Governing Law; Dispute Resolution
This Agreement shall be construed in accordance with, and any delivery of Products shall be governed by, the substantive laws of country/state where Bowl Grabber is domiciled. CISG (the Convention on the International Sale of Goods) shall not apply. All disputes arising out of or in connection with this Agreement shall be finally settled by the ordinary courts in the state/country where the Bowl Grabber company in question is located.