1.1. These General Terms and Conditions (Hereafter referred to as the ‘Terms and Conditions’) shall apply to all business relationships and contracts which are made with any company or body under public law for the sale and supplies of URSA products by URSA U.K. (Hereinafter, ‘URSA’), in particular, but not limited to, the sale of insulation products (hereafter referred to as the ‘Goods’). These Terms and Conditions shall replace any previous terms and conditions issued by us with immediate effect.
1.2. Any general terms and conditions of Buyer which partly or wholly are opposed to the present Terms and Conditions are herewith expressly rejected and shall not become part of the contract even if we have accepted the supplies or performance in full knowledge thereof and have failed to reject them expressly.
1.3. The Buyer has read and understands these Terms and Conditions and agrees that issuing a Purchase Order shall constitute the Buyer's acceptance of our Terms and Conditions.
1.4. Any agreements which may, in an individual case, differ from these Terms and Conditions, any amendments or supplements thereof, shall only be binding, if confirmed by us in writing.
1.5. Our offers and prices are nonbinding, unless confirmed expressly otherwise in writing, and we reserve the right to, at any time, change the name, size and packaging of the Goods, provided that said changes to not lead to essential changes of the characteristics of the Goods.
2. PRICES, ORDER PROCEDURE AND PAYMENT TERMS
2.1. The Buyer shall issue a Purchase Order for Goods to URSA. Acceptance of a Purchase Order by us is expressly limited to these Terms and Conditions. Any additional or different terms and conditions of Buyer are expressly excluded and shall not form part of any Supply Contract unless confirmed otherwise in writing by us. Each Purchase Order requires URSA’s acceptance in writing for its enforceability and will constitute a separate and individual Supply Contract.
2.2. The prices for our Goods covered hereunder shall be those in our price list applicable when Goods are delivered at the agreed place according to Article 3.2. If such prices are based on the purchase of a particular quantity of products and Buyer fails to purchase such quantity of products, URSA shall have the right – in addition to any other remedies available at law – to collect from the Buyer the difference between the price paid by the Buyer for the products purchased and the price for such products commensurate with the quantity actually purchased by Buyer as stipulated in the price list. Unless otherwise agreed upon between the parties, the prices stated therein are net prices and do not include any taxes or customs duties. Buyer shall pay, in addition to the prices stated, the amount of any present or future taxes or customs duties applicable to the sale of the Goods. Prices include carriage to the place designated by the Buyer and accepted by URSA.
2.3. All payments are due and payable in full thirty (30) days from the beginning of the month following the date of invoice, unless otherwise specifically agreed in writing. Payment shall be made without any deductions, particularly discounts – in time for us to have the appropriate amount at our disposal on the day on which payment is due. For the avoidance of doubt, the Buyer shall pay the costs of payment transactions.
2.4. All amounts past due shall incur interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 7 percentage points. If Goods covered by these Terms and Conditions are not delivered at one time, the Buyer shall pay for the quantity of Goods delivered so far. Each shipment shall be considered a separate and independent transaction.
2.5. Where we do not require advanced payment, we might require the disclosure and evaluation of the Buyer’s financials in order to extend credit to the Buyer hereunder. We, at our sole reasonable discretion, may change or withdraw the Buyer’s credit. All shipments, deliveries, and performance of work by URSA shall at all times be subject to our credit approval.
3. DELIVERIES AND DELIVERY DATES
3.1. Information provided on delivery dates and periods is approximate,and is in any case subject to availability and efficiency of transport means.
3.2. All shipments by us are performed Ex Works our facility according to Incoterms 2010 unless agreed otherwise in writing. Risk of loss or damage to products shall pass to the Buyer upon delivery to the common carrier at our facility, or, if applicable, our warehouse, even if we organise transport for the client. We shall be obliged to insure transports only if the Buyer expressly requests so in writing once agreed the economic conditions. Notwithstanding the foregoing and subject to prior agreement we may organise the delivery of the Goods to the delivery place as indicated by the Buyer in the name and for the account of the Buyer.
3.3. In the event that our ability to supply products for which orders have not been set yet by the Buyer becomes constrained, for any reason whatsoever, we may reduce quantities, delay shipment, or allocate Goods among its customers at our discretion provided prior notification to the Buyer.
3.4. The Buyer may not cancel, delay, or reschedule any purchase order placed with us without our prior consent in written. Should said consent be granted, the Buyer expressly waives to any claim whatsoever derived, directly or indirectly, from such cancel, pushout or reschedule, and any costs and expenses derived thereof will be solely borne by the Buyer.
3.5. In the event that we discovers any fact which may, or could with the passage of time, result in delay or impossibility to deliver, caused by a case of Force Majeure (the ‘Excusable Delay’), we will immediately advise Buyer of such fact and use our best endeavors to take all measures and precautions to reduce the effect of the Excusable Delay. ‘Force Majeure’ shall mean any cause or causes which render a party wholly or partly unable to perform its obligations under this Agreement and which are neither reasonably within the control of such Party nor the result of the fault or negligence of such Party, and which occur despite all reasonable attempts to avoid, mitigate or remedy, and shall include, without limitation by enumeration, acts of God, war, riots, hurricanes, strikes, floods, fires, explosions, earthquakes, lightening, storm, and other similar events.
4. PACKAGING, SHIPMENT AND RISK
4.1. Goods will be packed according to our packaging standards.
4.2. The Buyer shall be obliged to conduct inspection of the Goods without undue delay upon receipt at delivery address and shall notify about any defects by making a corresponding note on the delivery receipt note.
4.3. If the Buyer fails to notify us in writing regarding any deficiency of the Goods received immediately, but latest within 24 hours, the Goods will be deemed to be accepted by the Buyer. We expressly reject delayed notification of deficiencies.
5. DRAWINGS, MODELS AND BROCHURES
5.1. Drawings, samples, brochures, documents and similar materials provided by us shall be used only for the purpose agreed upon; do not constitute an offer; and can be amended at any time by us without prior written notice. Reproduction, alteration, modification, integration of such materials or use of such materials in a different context is permitted only if agreed in writing with us and is in all cases subject to compliance with the applicable laws.
6. ASSIGNMENT AND SETOFF
6.1. The Buyer shall not be entitled to set off any counterclaims against our claims, unless any such counterclaim is undisputed by us or has been finally determined by a court.
7.1. In the event of any defects, we shall, at our option, replace the defective Goods, or grant a reduction of the Purchase Price to be agreed upon between the Parties by separate agreement. If the Goods have already been delivered, the Buyer shall keep them ready for pickup and store the defective Goods in a dry and secure manner.
7.2. The use and installation of the Goods by nonqualified professionals, or in breach of the instructions contained in URSA’s manuals, or with a different purpose of those for which the Goods were manufactured, will exonerate URSA from any liability whatsoever.
8. RETENTION OF TITLE
8.1 Title shall pass to the Buyer only upon complete payment. Where applicable an extended retention of title shall apply.
9. DATA PROCESSING
9.1. The Buyer hereby entitles us to process in compliance with the applicable data protection regulations data received from Buyer as a result and for the purpose of the business relationship. We shall destroy data obtained, as soon as possible upon finalization of the business relationship in accordance with data protection regulations.
10.1. The Buyer commits to treat as business secrets and to keep strictly confidential all commercial and confidential technical information of us which comes to its knowledge during the course of our business relationship unless such information is or becomes public knowledge without fault of the Buyer.
11. Anti-corruption and trade sanctions
11.1. The Buyer shall ensure that both it and its affiliates, directors, employees, representatives and agents shall comply with all applicable laws on the prevention of bribery and corruption when performing its duties under any dealings with URSA, including (but not limited to) the prohibition of illegal payments or the inducement of other inappropriate advantages towards public officials, business partners, their employees, family members or other close relationship.
11.2. The Buyer (i) represents and warrants that neither it nor or any of its affiliates, directors, employees, representatives and agents appears on the list of Specially Designated Nationals and Blocked Persons published by the U.S. Treasury Office of Foreign Assets Control or is otherwise the subject of economic sanctions administered by the United States or the U.K. Foreign & Commonwealth Office, is subject to financial sanctions or embargoes under the European Union Common Foreign and Security Policy, or is named on any of the United Nations Security Council Sanctions Lists (any subject of which shall be termed a “Blocked Person”); and (ii) commits not to directly or indirectly transmit products received from URSA to any Blocked Person or to a country that is the target of comprehensive economic sanctions administered by the United States, European Union, or United Nations.
11.3. The Buyer agrees to support URSA in the prevention of bribery and corruption and in the enhancement of trade sanctions, and will inform URSA as soon as they know or suspect a case of bribery or a prohibited transaction in relation to any dealings with URSA.
11.4. URSA may suspend or terminate any dealings with immediate effect if and when URSA learns that The Buyer is in breach of any anti-corruption, bribery or trade sanctions regulations.
12. LIMITATION OF LIABILITY
12.1. URSA will not be liable for failure to perform under this General Terms and Conditions and the related agreements due to circumstances beyond our reasonable control.
12.2. Except as and to the extent provided under applicable law for liability resulting from our gross negligence or willful misconduct, or death or personal injury resulting from our negligence, under no circumstances URSA will be liable to you or any other person for special, incidental, consequential, indirect or multiple damages, or for loss of profits, goodwill, data, equipment or use, or business interruption, arising out of the manufacture, sale, supply or use of our products or services or failure or delay in delivering such products or services, whether based on warranty, contract, tort or otherwise, even if we were advised of the possibility of such damages or losses.
12.3. In any event, our liability is limited to the amount paid by the Buyer pursuant to the related order.
13. GOVERNING LAW, PLACE OF VENUE AND JURISDICTION
13.1. All contractual relationships and claims resulting hereof shall exclusively be governed by the Laws of England. The UN Convention on Contracts for the International Sale of Goods is expressly excluded and shall in no case apply.
13.2. Place of jurisdiction in all cases, including any future claims arising from a business transaction, whether from a bill of exchange, check or other document, shall be the Commercial Court of London.
14.1. If one or more provisions of the present Terms and Conditions should be or become invalid or unenforceable, the validity of the remaining provisions of these Terms and Conditions shall not be affected thereby. Any invalid provision of the present Terms and Conditions shall be replaced by a new provision aiming at the same commercial success.
14.2. No course of dealings between us and the Buyer or any delay or omission by us to exercise any right or remedy granted under these Terms and Conditions shall operate as a waiver of such rights, and every right and remedy of us provided herein shall be cumulative, concurrent and in addition to any other further rights and remedies available at law or in equity.