GI.BA.RE.IO LIMITED Ltd trades with the below terms and conditions (herein below referred to as “the Contract”)
1. In this Contract: “The Seller” shall mean Gibareio Ltd, it’s directors, agents, employees, servants and assigns; “Order” shall mean the order form sent out by the Seller to the clients and returned by the clients to the Seller; the term Order includes any further order and / or amendment that may be agreed by virtue of paragraph 2 below; “Goods” shall mean the goods and / or services that are part of an Order including goods and / or services that may be agreed by virtue of paragraph 2 below; “The Buyer” shall mean the person, legal or otherwise that returns the Order to the Seller, and includes it’s directors, agents, employees, servants and assigns; “The Parties” shall mean the Seller and the Buyer together; “Acceptance of the Contract by the Seller” shall take place as per paragraph 3 below.
2. The Order and / or Contract shall be amended only by acceptance of the Parties and only in writing by the Parties and any amendments shall be effected clearly bearing the signature of the Parties and stating any subsequent charge for the Buyer.
3. This Contract and Orders shall not be binding on the Seller before Acceptance of the Contract by the Seller. Acceptance of the Contract by the Seller shall not take place unless and until the Order is a) returned by fax or by email by the Buyer to the Seller, and b) 3 working days elapse from reception of Order by the Seller. The Seller shall have no liability to the Buyer unless and until the above take place. Upon Acceptance of the Contract by the Seller, the Buyer and Seller are bound by the terms of the Contract. It is agreed between the Parties that the provisions of this paragraph 3 are without prejudice to the right of the Seller not to accept the Order for any reason the Seller deems right, provided that such non-acceptance shall be communicated to the Buyer the latest within 3 working days from reception of the Order.
4. The amount stated in any invoice that will be issued and delivered from the Seller to the Buyer regarding the Goods shall be settled by the Buyer within 30 days of delivery of the Goods unless otherwise specified on the invoice. If the invoice is not settled by the Buyer as above it shall bear interest at a rate of 9% yearly until full settlement. In case of non-payment as per the provisions of this paragraph the Seller reserves the right, without prejudice to any other rights, to require payment in advance of delivery or of processing any further Orders by the Buyer and to terminate the Contract as per paragraph 12 below. The Buyer shall not be entitled to withhold payment in whole or in part on the grounds that the Buyer has a claim, counter claim or set off against the Seller.
5. Without limitation of the effect any of any other clauses of the Contract, the Seller warrants that the Seller shall take all reasonable measures to ensure that the Goods delivered correspond to the Contract and the Order. The danger in Goods passes to the Buyer with delivery of the Goods at the Buyer’s premises. The Buyer acknowledges that the Seller has given the Buyer reasonable opportunity to inspect the Goods, that the Buyer has indeed inspected the Goods, that the Buyer is satisfied with the condition and quality of the Goods and that the Seller has not made any pre-contractual representations regarding the Goods. Delivery of the Goods to the Buyer raises an irrebuttable presumption that the Buyer has inspected the Goods, that the Goods correspond to the Order, that the Goods are in perfect condition, of good quality and fit for their purpose. Any description of the goods given by the Seller is by way of identification only and the use of such description shall not constitute a sale by description or a sale by sample.
6. The Buyer acknowledges and agrees that the Buyer will indicate to the Seller the place for delivery of the Goods and will provide access to the Buyer’s premises so that delivery is effected timely. The place of delivery shall be in Cyprus and in a reasonable place of business. The Buyer shall provide to the Seller any information and / or amenity the Seller reasonably might request in order to effect delivery of the Goods. If the Buyer refuses or fails for any reason to take delivery of the Goods or fails to take any action necessary on its part for delivery of the Goods, the Seller reserves the right to further invoice the Seller for any loss and / or expenses the Seller might incur because of breach of the present term and to terminate the Contract as per paragraph 12 below.
7. Without limitation of the effect any of any other clauses of the Contract, the Seller warrants that the Seller shall take all reasonable measures so that the Goods are delivered timely as per the Order or as per any other agreement that might be effected by the parties by virtue of paragraph 2 above. Delivery of the Goods shall always be subject to the availability of the agents, employees, servants and assigns of the Seller and / or the availability of Goods. Time of delivery time shall not be of the essence. In the event of shortage of Goods for any reason, delay in delivery of the Goods or non-delivery of the Goods, the Seller shall bear no liability for any loss or damage whether arising directly or indirectly and shall have the right to allocate any available goods in such manner as the Seller considers equitable. In such a scenario of delay or in any other cause of delay in delivery that is beyond the reasonable control of the Seller, the Seller shall bear no liability and a reasonable extension of time for delivery will be granted to the Seller by the Buyer.
8. The Seller agrees that at his choice the Seller will repair and / or replace and / or grant credit to the Buyer for any of the Goods that may have defects which, after reasonable use, appear in the Goods provided that the Buyer shall provide written notice to the Seller stating in detail the nature of such defects as soon as these appear and in no case later than 20 days after delivery and provided that the Seller is satisfied that the said defects are inherent defects in materials and / or workmanship under normal use and, in any case, did not arise because of mishandling or improper use by the Buyer. Any Goods returned must be in their original shipping cartons and must be complete with all related packaging materials. If any Goods returned under this paragraph are found not to be defective then the Buyer shall indemnify the Seller against any expenses incurred in handling and processing any such return of Goods.
9. It is hereby expressly agreed that this Contract constitutes the complete and exclusive agreement between the Parties and shall apply and prevail regardless of any prior and / or subsequent order and / or confirmation of order and / or communication that relate to this Contract and / or the Goods subject to this Contract. The Seller does not accept liability for any pre-contractual statement and / or representation. All warranties and conditions that may be implied by legislation and / or by the common law regarding the Goods are hereby expressly excluded to the extent permitted by the Law.
10. Regardless of the provisions of paragraph 2 above, the Seller reserves the right by notice given at any time before delivery to vary the price of the Goods if, after the date of acceptance of the order relating thereto by the Seller, there is an increase in the cost of the Goods to the Seller by reason of any circumstances outside the control of the Seller including, without limiting the generality of the foregoing, increases n the cost of materials, labour or transport, exchange rate fluctuations or increase in import levies or other taxes.
11. The Seller does not warrant that any result or cause shall be achieved or is achievable. The responsibility of the Seller arising under contract law, negligence, breach of statutory duty or otherwise shall be limited to the 10% of the price of the given Contract. The Seller shall not be liable for any further loss that may be caused to the Buyer whether under contract law, negligence, breach of statutory duty or otherwise for loss of profits or loss of use or for any incidental consequential special or other damages howsoever caused whether or not the Seller has been advised of the possibility of such loss or damage or not. Provided always that liability for death or personal injury arising from the negligence of the Seller while acting in the course of executing the Contract shall not be excluded.
12. The Seller may terminate the Contract if: 1) the Buyer breaches in any way paragraph 4 above; 2) the Buyer breaches in any way paragraph 6 above; Upon termination of the Contract, the Seller, without prejudice to any other rights, retains the property in Goods and will be entitled to enter into the premises of the Buyer and recover the goods. The title to the Goods shall not pass to the Buyer unless and until full payment is effected to the Seller. It is further agreed that the Seller may claim damages against the Buyer for all losses and / or damages of any kind or nature the Seller might incur due to breach of any term or warranty of this Contract by the Buyer and / or due to the negligence of the Buyer including but not limited to economic loss, expectation loss, loss of trading and / or goodwill, incidental or subsequent loss, legal fees and any other losses and / or damages of any king or nature whether foreseeable or not and whether or not the Buyer has been advised of the possibility of such loss or damage or not.
13. If any provision of this Contract shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions and shall in no way affect and impair the validity or enforceability of the remaining provisions hereof which shall continue in full force and effect.
14. Neither the Seller nor the Buyer shall be bound by any variation or waiver of or addition to this Contract except as agreed by virtue of paragraph 2 above.
15. Without limitation of the effect any of the above clauses, if delivery of Goods is delayed for reasons not under the control of the Seller including without limitation by strikes, lock outs, accidents, defective materials, delays in receipt of materials or goods or components or any other cause beyond the reasonable control of the Seller, the Seller shall bear no liability and a reasonable extension of time for delivery will be granted to the Seller by the Buyer.
16. This Contract shall be governed by and construed in accordance with the laws of Cyprus. The appropriate and chosen venue for any proceedings that may arise from this Contract shall be the District Court of Nicosia.