General conditions

GENERAL TERMS AND CONDITIONS

Article 1: Definitions

In these general terms and conditions, the following terms shall have the following meanings:

Contractor: Bagbox Limited, registered at 3.6 Archers Business Park, Alrewas Road, Kings Bromley, Burton on Trent, Staffordshire, DE13 7HW United Kingdom.
Client: the natural person or legal entity that has instructed the Contractor to perform work, provide services, or deliver goods.
Work: all activities and services related to the import, distribution, processing, and delivery of plastics, composites, base materials, semi-finished products, and/or finished products. This includes the broadest possible interpretation of these terms.
Documents: all goods provided by the parties to each other, including documents or data carriers, as well as all goods produced by the Contractor while executing the assignment, including documents or data carriers.
Agreement: any written agreement between the client and the Contractor for the performance of work, provision of services, and/or delivery of goods by the Contractor for the benefit of the client.
Parties: the client and the Contractor collectively.

Article 2: Applicability

These general terms and conditions apply to all agreements entered by the Contractor within the framework of the performance of work and delivery of goods.
Deviations from these general terms and conditions are only valid if they have been agreed upon in writing between the client and the Contractor.
If the client uses and refers to its own general terms and conditions, their applicability is expressly rejected. The Contractor does not accept general terms and conditions that conflict with the present terms and conditions.
If any provision forming part of these general terms and conditions or the agreement is or becomes invalid or is annulled, only the relevant provision shall cease to apply. All other provisions shall remain in effect, and the relevant provision shall be replaced promptly by a provision that closely approximates the purpose of the original provision, as agreed upon by the parties.
The Contractor has the right to unilaterally amend these general terms and conditions. The amendments shall also apply to already concluded agreements. The Contractor shall notify the client by email of any changes to the general terms and conditions.
Changes to the general terms and conditions shall come into effect thirty days after the client has been notified. If the client does not agree to the announced changes, they have the right to terminate the agreement.

Article 3: Offers and Quotations

All offers and/or quotations made by the Contractor are non-binding unless expressly stated otherwise. The Contractor has the right to revoke an offer made within two working days after receiving acceptance.
Offers are based on the information, data, or documents provided by the client. If it is found after a quotation has been issued that the provided information deviates from the prevailing circumstances, no rights can be derived from the offers made by the Contractor. The Contractor is not obliged to verify the accuracy of the information, data, or documents received from the client or third parties.
Offers and/or quotations shall be made in writing and/or digitally unless urgent circumstances make this impossible.
The Contractor shall not be bound by its offers and/or quotations if, based on the principles of reasonableness and fairness and prevailing customs, the client should have understood that the offer and/or quotation, or any part thereof, contains an obvious mistake, typographical error, printing, or typesetting error.
All shown samples, models, or images are for illustrative purposes only. No rights can be derived from them.
A composite price quotation does not oblige the Contractor to deliver part of the goods included in the offer and/or quotation or to perform part of the assignment for a corresponding portion of the indicated price.
Offers and/or quotations do not automatically apply to future orders or repeat orders.
All drawings, photographs, concepts, ideas, and any non-standard products shall be and remain the full property and design right of the Contractor even if no specific relation has been inferred to it. It shall not be forwarded, discussed, or used in any means to compromise the contractor or ability to gain an order, contract, or project. The design right shall be worldwide right and shall be for a period of 10 years from first originated and disclosed to the Client.

Article 4: Agreement

The agreement is established after the client has accepted the offer made by the contractor. If the client's acceptance deviates from the offer in any way, the agreement is only established if the contractor explicitly agrees to these deviations in writing.
If the client provides an order or assigns a task to the contractor without a prior offer, the contractor is bound by this order or assignment only after confirming it in writing to the counterparty.
Agreements become binding for the contractor either through written confirmation by the contractor or when the contractor begins the execution without objection from the client.
Changes to the agreement are only valid if they are agreed upon in writing between the client and the contractor. The client will carry out the requested changes, provided they are reasonably feasible. Changes may result in the agreed delivery time being exceeded by the contractor, which will be considered force majeure.

Article 5: Client's Obligations

The client is obligated to provide all data and documents that the contractor deems necessary for the proper execution of the agreement, promptly and in the desired format and manner, upon request by the contractor.
The contractor has the right to suspend the execution of the agreement until the moment the client fulfils the obligation mentioned in the previous clause.
The client is obliged to promptly inform the contractor of any facts and circumstances that may be relevant to the conclusion and further execution of the agreement.
Any additional costs and potentially extra fees resulting from delays in the execution of the agreement, due to the failure, late provision, improper provision, or non-compliance with the agreed-upon data, are the responsibility of the client. If requested by the client, the documents provided will be returned.
The client may have high expectations of the advice and services provided by the contractor, but the client is responsible for the accuracy, completeness, and reliability of the data and documents provided to the contractor, even if they originate from third parties. The client remains solely responsible and liable for the possible consequences of providing incorrect, incomplete, or unreliable data and documents. In case of subsequent damage, if it is discovered that the client provided incorrect or incomplete information, the insurer may be entitled, based on the policy conditions, to not fully or partially compensate for the damage.
Parts or other goods provided by the client or on behalf of the client, to be applied or processed on, in, or to the product manufactured by the contractor, must be delivered to the contractor's factory in the necessary quantity, with an additional 10% surcharge, promptly, free of charge, and carriage paid. The client is liable for the parts or other goods thus made available to the contractor and for their suitability. The contractor assumes, without any investigation, that these parts, etc., can be applied, assembled, or processed in, on, or to the designated product, unless otherwise agreed upon in writing. If these parts are delivered late or cannot be processed by the contractor, resulting in production stoppage, the client is liable for all damages suffered by the contractor because of this stoppage.

Article 6: Execution of the Assignment

The contractor determines the way the agreement will be executed and by which person(s). The contractor will, if possible, consider timely and reasonable instructions provided by the client regarding the execution of the agreement.
The contractor will perform the work to the best of their abilities and as a diligent professional.
The contractor will treat the (personal) data provided by the client confidentially and will not disclose or make them public to third parties without the client's permission.
The contractor has the right to have (part of) the work performed by a person or third party designated by the contractor, without notifying or obtaining explicit consent from the client if the contractor deems it desirable.
The contractor will keep the client informed of their work in executing the assignment and will promptly inform the client upon completion of the assignment if the client is unaware of it.
If activities are carried out during the duration of the agreement for the benefit of the client's profession or business that do not fall under the activities covered by the agreement, these activities are deemed to be carried out under separate agreements.
Any product to be manufactured will only be put into production after a drawing has been approved or a sample series provided by the contractor has been approved in writing by the client or after the contractor has confirmed this approval in writing.
Any deadlines specified in the agreement for the completion of the work are approximate and not considered strict deadlines. Therefore, exceeding such a deadline does not constitute an attributable failure by the contractor and thus does not provide grounds for terminating the agreement or altering the terms of price, supply, timescale, or any other means of change to the original contract order agreement.
The contractor has the right to execute the agreement in phases. If the agreement is executed in phases, the contractor has the right to invoice and demand payment for each completed portion separately. If the client fails to pay this invoice, the contractor is not obliged to proceed with the next phase and has the right to suspend the agreement. If the agreement is executed in phases, the contractor has the right to suspend the execution of the parts that belong to the next phase or phases until the client has approved the results of the preceding phase in writing.
The contractor reserves the right to use the client's name, the project, and the performed work as a reference or example for all commercial purposes, without any obligation to pay compensation to the client.

Article 7: Delivery/Delivery Deadlines

Agreed delivery and/or execution deadlines can never be considered as firm deadlines. If the contractor fails to fulfil their obligations under the agreement or does so untimely, they must be given written notice of default by the client, allowing them a reasonable period to fulfil their obligations. The contractor will always estimate a timescale for completion and work to achieve this to the best professional ability.
The contractor is entitled to deliver and/or execute in instalments, and each partial delivery or phase may be invoiced separately.
The risk regarding the delivered goods passes to the client at the moment of delivery, normally but not absolute of a signed delivery note or CMR. For the purposes of these general terms and conditions, delivery is understood as the moment when the goods to be delivered leave the premises or warehouse of the contractor or when the contractor has notified the client that the goods are ready for collection dependent on the incoterms agreed.
Packaging, shipping, and/or transportation of the ordered goods will be done in a manner determined by the contractor but at the expense and risk of the client. The contractor is not liable for any damages, of any nature whatsoever, related to the shipment and/or transportation, whether related to the goods themselves. Provisions included in the carrier's general terms and conditions do not affect the provisions stated in this clause.
Normal incoterms of Bagbox Limited are EXW at the trading address unless otherwise stated.
However, if an additional (transport) insurance is required, the costs will be borne by the client. Bagbox Limited have marine insurance to cover goods despatched and a normalised addition to incoterms would facilitate the ability to use of our marine insurance.
Packaging intended for reuse remains the property of the contractor. The client shall keep this packaging at the disposal of the contractor and shall be liable for any damages or loss thereof.
Disposable packaging shall be considered the property of the client and shall be disposed of sustainably.
If costs, such as freight costs, import and export duties, station fees, storage fees, security fees, customs clearance fees, taxes, or other charges, become applicable or increase after the conclusion of the agreement, they shall be borne by the client without exception, as well as the consequences of changed exchange rates, unless expressly agreed otherwise.
If, due to a cause within the client's sphere of risk, it is not possible to deliver the ordered goods to the client or if the goods are not collected, the contractor is entitled to have the goods returned and stored at the expense and risk of the client. Unless the contractor has expressly stipulated a different deadline in writing, the client must enable the contractor to deliver the goods within 1 month after being notified of the storage, or the client must collect the goods within that period.
If the client fails to fulfil their obligation to accept the goods even after the expiration of the term mentioned in clause 6 of this article, they shall be immediately in default without the need for prior notice of default. The contractor then has the right to terminate the agreement, in whole or in part, with immediate effect and without judicial intervention, by means of a written declaration, and to sell the goods to third parties. This does not entail any obligation for the contractor to compensate for damages, costs, or interest.
The aforementioned does not affect the client's obligation to compensate for any (storage) costs, delay damages, loss of profit, or other damages.
The contractor cannot be obliged to commence delivery of the goods until they have received the agreed (advance) payment or otherwise provided security for it. In case of resulting delays, the specified delivery deadlines will be adjusted proportionally.
For goods that the contractor must deliver on a term or on call and for goods that are not or only partially in stock at the time of the order and noted by the contractor for prompt delivery, the contractor reserves the right to charge the prices and costs applicable at the time of delivery, regardless of prior confirmation.

Article 8: Force Majeure

If the contractor is unable to fulfil its obligations under the agreement, in whole or in part, due to a cause beyond its control, including but not limited to employee illness, disruptions in the computer network, and other disruptions in the normal course of business within its own company or that of the client, those obligations shall be suspended until such time as the contractor is able to fulfil them in the agreed manner.
For the purposes of these general terms and conditions, force majeure shall mean circumstances that are not attributable to any fault on the part of the contractor and that do not fall under the contractor's responsibility according to the law, a legal act, or prevailing opinions in the industry. In addition to this legal interpretation of force majeure and in accordance with prevailing laws and jurisprudence, force majeure shall also include all external causes, foreseen or unforeseen, beyond the control of the contractor but resulting in the contractor's inability to fulfil its obligations.
If a force majeure situation occurs when the agreement has already been partially executed, the client shall be obligated to fulfil its obligations towards the contractor up until that moment without any right to claim damages.
The contractor reserves the right to suspend the execution of the agreement during the force majeure period or to terminate the agreement immediately by means of written notice, without judicial intervention, without the client being entitled to any compensation.

Article 9: Rates and Price Changes

All rates and prices are expressed in euros and are exclusive of VAT, other government levies, travel, accommodation, packaging, delivery, shipping, and administrative costs unless otherwise indicated.
If cost-increasing circumstances arise after the conclusion of the agreement, such as increases in raw material prices, wages, exchange rates, or import duties, the contractor has the right to adjust its rates accordingly. The client shall be notified of such adjustments. Cancellation is only possible with the written consent of the contractor.
If the contractor acts as a representative of suppliers or manufacturers, the contractor shall be entitled to receive a commission based on a percentage of the turnover, to be determined in consultation.
If a fixed rate has been agreed upon between the contractor and the client, the contractor is nevertheless entitled to increase this fee or rate if, during the execution of the work, it becomes apparent that the originally agreed or anticipated amount of work was significantly underestimated at the time of concluding the agreement, and this is not attributable to the contractor in a manner that would make it unreasonable to expect the contractor to perform the agreed-upon work for the originally agreed-upon fee. The contractor shall promptly inform the client of this. The client may decide to withdraw the assignment on this basis. If the contractor has informed the client of the likelihood of unforeseen additional work, the client shall be obligated to pay the resulting additional costs and fees to the contractor.
When additional work arises compared to the accepted assignment, the contractor shall inform the client of the financial consequences. The client is required to accept and pay for additional work up to a maximum of 10% of the originally agreed-upon amount to be paid by the client.
The contractor has the right to suspend the execution of its services before commencement and during the process until the client has paid an advance payment for the work to be performed as reasonably determined by the contractor or has provided a bank guarantee or other form of security. If sufficient security has not been provided within 3 months after the contractor's request, the client shall be in default, and the contractor has the right to terminate the agreement without prior notice of default and claim compensation for any damages incurred as a result.
The rates of the contractor, if necessary increased by expenses and invoices from third parties, shall be invoiced to the client, including any applicable VAT, upon completion of the work.
If the agreement terminates before the assignment is completed or before the agreed-upon time has elapsed, and the payment obligation depends on the completion or the expiration of that time, the contractor is entitled to a proportionate part of the agreed-upon price, to be determined reasonably. In determining this proportion, account shall be taken of the work already performed by the contractor, the benefit obtained by the client from such work, and the grounds for termination of the agreement.

Article 10: Payment

Clients must pay the invoice amount within 30 calendar days of the delivery or collection date of the goods which would normally be by invoice date unless an expressly different payment term has been agreed upon.
The client must make a 50% advance payment of the total amount upon placing the order. The remaining 50% must be paid by the client 30 calendar days prior to collection or shipment.
Payment shall be made without any deduction, set-off, or suspension, unless mandatory legal provisions dictate otherwise.
If the client fails to make payment within the periods specified in clauses 1 and 2 or within the agreed-upon term, they shall be in default by operation of law. In such cases, the contractor, without any further notice or demand, has the right to charge the client statutory commercial interest on the invoiced amount from the due date until full payment is received, without prejudice to any other rights of the contractor.
In the event of late or incomplete payment by the client, the contractor is also entitled, without any prior additional notice or demand, to charge the client (extrajudicial) collection costs, even if the actual costs exceed the judicial costs award.
The extrajudicial collection costs on the principal sum shall be calculated in accordance with the Decree on Extra judicial Collection Costs as follows:
1. Up to the first £2,500: 15% with a minimum of £40 and a maximum of £375
2. From £2,500 to £5,000: 10%
3. From £5,000 to = £190,000: 5%
4. From £190,000 onwards: 1%
5. Excess over £200,000: 0.5% with a maximum of £6,775
In the case of a jointly given assignment, the clients are jointly and severally liable for the payment of the invoice amount to the extent that the services have been performed for the joint clients.
In the event of non-payment by the client, in whole or in part, the contractor, subject to mandatory legal provisions, is entitled to terminate the agreement without further notice of default or judicial intervention by means of a written declaration or to suspend its obligations under the agreement until payment has been made or the client has provided adequate security. The contractor also has the right to exercise this right of suspension if it has valid reasons to doubt the creditworthiness of the client, even before the client is in default with payment.
Payments made by the client shall be applied by the contractor, first deducting any interest and costs due, and then applied to the invoices that have been outstanding the longest, unless the client expressly states in writing that the payment relates to a later invoice.
In the case of a jointly given assignment, the clients are jointly and severally liable for the payment of the invoice amount to the extent that the services or activities have been performed for the joint clients.
The contractor is at all times entitled to demand cash payment, (partial) advance payment, interim payment, or any other form of security for payment from the client.

Article 11: Payment Incapacity

Without prejudice to the provisions of the other articles of these general terms and conditions, the contractor is entitled to terminate the agreement with the client without further notice of default or judicial intervention by means of a written declaration, at the time when the client:
1. is declared bankrupt or an application for bankruptcy is filed.
2. applies for (provisional) suspension of payments.
3. is affected by an enforceable attachment.
4. is placed under guardianship or administration.
5. otherwise loses the capacity to dispose of or act with respect to their assets or parts thereof.
The provisions of clause 1 of this article shall apply unless the receiver or the administrator acknowledges the obligations arising from the agreement as bankruptcy liabilities.
The client is always obliged to inform the receiver or administrator of the content of the agreement and these general terms and conditions.

Artikel 13: Guarantees

The contractor will ensure that the agreed-upon deliveries and/or work are carried out properly and in accordance with the standards applicable in its industry but will not provide any warranty beyond what has been expressly agreed upon between the parties regarding these deliveries and/or work.
During any warranty period, the contractor guarantees the usual and normal quality and soundness of the delivered goods.
Defects in moulds and products produced as a direct result of inaccuracies in the design or due to inadequate finishing or the use of poor materials, as proven by the client to have arisen within four months from the day of shipment, will be repaired by the contractor. The contractor is not obligated to provide any further compensation for damages, whether direct or indirect, suffered by the client or any third party. Regarding the use of moulds made by the client in their business, a warranty period of one years applies, or the expressly agreed-upon number of plastic products to be produced. The warranty provided by us does not apply to:
1. Defects resulting from the inadequacy of materials and/or parts provided or prescribed by the client.
2. Defects resulting from improper use or negligence on the part of the client or their personnel.
3. Defects attributable to normal wear and tear, improper handling, excessive strain, or the use of unsuitable tools and corrosive chemicals.
4. Changes to the moulds carried out by third parties outside the contractor's scope of work.
Warranties are provided solely to the client and are not transferable to third parties.
The execution of warranties is suspended until the moment the client has fulfilled all payment obligations related to the respective goods or work to the contractor.
The contractor does not guarantee and is never deemed to have guaranteed that the delivered goods are suitable for the purpose for which the client intends to process, use, or employ them unless expressly confirmed in writing by the contractor to the client. The contractor, unless specifically originated and ordered, shall not be considered to have given opinion or consultancy over a project or product and it is the sole responsibility of the client to assume a product manufactured or supplied by the contractor is suitable for their use.
If the client rightfully invokes the warranty provisions, the contractor will, at its discretion, either bear the cost of repairing or replacing the goods (excluding used goods) or ensure that the agreed-upon work is performed correctly or provide a refund or reduction in the agreed-upon price for the goods and/or work. If there is any additional damage, the provisions of the liability article included in these general terms and conditions shall apply.

Article 14: Moulds

If the contractor is responsible for the production of a mould, form, auxiliary tool, etc., they will only begin the production after the client has paid the agreed-upon contribution towards the production costs. Similarly, any modifications, improvements, or repairs to moulds, etc., will commence only after the corresponding costs (if estimated) have been paid upon request by the contractor. If no price has been explicitly agreed upon for the work, the client will pay an advance determined by the contractor upon the first request.
Moulds, etc., produced by us or manufactured entirely or partially according to our instructions, and for which the client has paid the agreed-upon costs, become the property of the client now they are put into use to produce the product. However, we will store these moulds, etc., if they are not used for production, and they will not be returned to the client, upon their written request, until two years have passed since the delivery and/or payment of the last order of products manufactured using these moulds, etc. The client is required to collect the moulds, etc., from us within three years of the delivery of the last order. If this is not done in a timely manner, we will set a deadline in writing for the client to collect the items. If the client does not respond in writing within one calendar month, we may destroy the moulds, etc., without any obligation to compensate the client. The client is responsible for paying the costs incurred due to the destruction without prior purchase order being issued.
In cases where the client provides the mould, etc., upon their request, they will be returned only after all our claims, regardless of their nature, have been paid in full.
We are not liable for the loss or damage of moulds, etc., except in cases of deliberate intent or gross negligence on our part. We are not liable for deliberate intent or gross negligence of our employees or subcontractors. If we are liable, we have the option to repair or replace the moulds, etc. We are not obligated to provide any further compensation or payment of damages. We are not required to insure the moulds, etc., in our possession against any form of damage.
If we have indicated in the offer or order confirmation the expected number of uses or products for which a mould, etc., is normally suitable, the mould, etc., will be considered unfit for further production after that number of units or the production of that number of units. If such information was not provided in the quotation or order confirmation, we will notify the client as soon as we determine that the mould, etc., is no longer economically viable for production. In such cases, we will also provide the client with the costs associated with repair or replacement. The evaluation of economic viability for production should consider technological advancements and the adjustment of the business, both in terms of volume and labour intensity. If a mould, etc., is still suitable for production according to the mentioned criteria and is in our possession, we will bear the maintenance costs for a period of two years from the initial use in the case of regular reorders for the products manufactured with it. Moulds, etc., that are no longer suitable for production according to the mentioned criteria do not need to be returned to the client by us and may be destroyed by us without any obligation to provide compensation to the client.

Article 15: Complaints and Returns

The client is obligated to inspect the delivered goods immediately upon receipt. Any visible defects, errors, imperfections, deficiencies, and/or deviations in quantity must be noted on the delivery note or accompanying document and reported to the contractor immediately but no later than 3 working days after receipt of the goods.
Other complaints, including those regarding performed work or services, must be reported to the contractor in writing immediately upon discovery but no later than 8 days after discovery. The client assumes all consequences of not reporting the complaints promptly.
If the above-mentioned complaints are not reported to the contractor within the specified timeframes, the goods will be deemed to have been received in good condition, and the work will be considered properly executed.
Complaints do not suspend the client's payment obligations.
The contractor must be given the opportunity to investigate the complaint. If the return of the goods is necessary for the investigation, it will only be done at the expense and risk of the contractor if the contractor has provided prior written consent.
In all cases, returns must be made in the original packaging or containers and in the manner determined by the contractor.
If the client returns goods to the contractor due to a cause within the client's risk, the contractor is entitled to charge 15% of the invoice value of these goods as "handling costs."
Any right to complain expires if the goods are used or if their nature and/or composition have changed, whether partially or completely, or if they have been processed, damaged, or repackaged after delivery. This also applies if the client has not fulfilled their obligations arising from the agreement.

Article 16: Liability and Indemnification

If the client can demonstrate that they have suffered direct damage due to an attributable failure arising from or related to the execution of an assignment by the contractor, the liability of the contractor for solely the direct damage, subject to mandatory legal provisions, is limited to the amount paid under the liability insurance policy taken out by the contractor in the respective case. If no payment is made under this liability insurance policy, the liability is limited to a maximum of 50% of the amount invoiced or to be invoiced by the contractor under the agreement giving rise to the damage, excluding VAT.
The contractor is never liable for business, indirect, or consequential damages suffered by the client or third parties, including but not limited to loss of profit, disruption of regular business operations within the client's or third parties' organisation, personal injury, or non-material damage.
The contractor is never liable for any form of damage suffered by third parties. The client indemnifies the contractor against all claims from third parties. If the contractor is held liable by third parties, the client is obliged to assist the contractor both extrajudicially and in legal proceedings. All costs and damages incurred by the contractor and third parties shall be borne by the client.
The contractor is never liable for damages suffered by the client or third parties because of acts or omissions of subcontractors or third parties engaged by the contractor, even if they are employed by an organization affiliated with the contractor. In such cases, the client should only address such subcontractors or third parties directly.
The contractor is not liable for any damages arising from:
1. the provision of incorrect or incomplete data or information by the client to the contractor, or otherwise resulting from acts or omissions of the client.
2. the failure of the client to verify the above-mentioned documents, data, or trial series prior to delivery or completion.
3. improper, incorrect, or unauthorized use of goods supplied by the contractor.
4. the use of goods supplied by the contractor for purposes other than their intended use.
5. an extended execution or delivery period beyond the originally foreseen timeframe, regardless of the caus
6. necessary intervention by the contractor during the execution of work that is essential for the proper execution of the work itsel
7. errors or malfunctions in the equipment or software used.
8. infringements of intellectual property rights or copyrights of third parties due to data or other information and documents provided by the client.
The contractor has the right, always and to the extent possible, to undo or limit the client's damage through restoration or improvement of the assignment.
A claim for compensation of damages must be submitted to the contractor, subject to mandatory legal provisions, no later than 14 days after the client discovered or could reasonably have discovered the damage; otherwise, the right to compensation expires.
If the contractor makes an obvious mistake during the execution of the work, which is noticeable to the client, the client must inform the contractor immediately and within the timescales noted above for delivery. If the client fails to report such a mistake to the contractor, by the noted timescale, the contractor is not liable for any resulting damages. For the avoidance of doubt the client should check and inspect the goods upon delivery to the drawing and parameters ordered.
The limitations of liability set forth in this article do not apply if the damage is due to intent or gross negligence on the part of the contractor or its management, or if mandatory legal provisions prohibit this.

Article 17: Suspension/Termination

The contractor has the right to suspend the performance of all its obligations, including the delivery of goods, the delivery of documents or other items to the client or third parties, until all due claims against the client have been fully settled if:
1. The client fails to fulfil its obligations under the agreement, either wholly or partially.
2. Circumstances that have come to the contractor's knowledge after the conclusion of the agreement provide good reason to fear that the client will not fulfil its obligations. If there are reasonable grounds to fear that the client will only partially or improperly fulfil its obligations, the suspension is only permitted to the extent that the breach justifies it.
3. The client was requested to provide security for the fulfilment of its obligations under the agreement upon the conclusion of the agreement, and this security is not provided or is insufficient.
Furthermore, the contractor is entitled to terminate the agreement, or have it terminated if circumstances arise that render the performance of the agreement impossible or, according to principles of reasonableness and fairness, can no longer be expected, or if other circumstances arise that are of such a nature that the unchanged continuation of the agreement cannot reasonably be required.
If the agreement is terminated, the contractor's claims against the client become immediately due and payable. If the contractor suspends the performance of its obligations, it retains its rights under the law and the agreement.
The contractor always retains the right to claim damages.

Article 18: Termination/Cancellation

The agreement between the client and the contractor terminates upon the death of the contractor or the client, as well as upon the liquidation or dissolution of the business of either party.
If the work to be performed by the contractor is not completed at the end of the agreement, the successors of the contractor, under general or specific title, are not obligated to complete this work, even if the contractor's business is continued in any way. In that case, the client shall pay the successors an amount equal to the contract sum, reduced by a reasonable amount determined in consultation with the successors for the unfinished portion of the work.
Agreements for periodic work or services, whether for an indefinite or definite period, may be terminated in writing by both parties, at the end of the term, with a notice period of three months.
Agreements for a definite period cannot be terminated prematurely. If an agreement for a definite period is not timely terminated, with a notice period of one month prior to the end of the term, it will be automatically extended for the same period.
If the client wishes to cancel the agreement before or during its execution, the client is liable to the contractor for a compensation amount to be determined by the contractor. This compensation includes all costs incurred by the contractor regarding non-returnable materials and the damages suffered, including lost profits, because of the cancellation. The contractor is entitled to fix this compensation between 20-100% and charge it to the client.
The client is liable to third parties for the consequences of the cancellation and shall indemnify the contractor against any claims from these third parties arising from it.
The contractor is entitled to set off all amounts already paid by the client against the damages or cancellation costs owed by the client.

Article 19: Retention of Title

The contractor retains ownership of all delivered and yet to be delivered goods until the client has fulfilled all payment obligations towards the contractor.
The payment obligations referred to in paragraph 1 consist of the payment of the purchase price of the delivered and yet to be delivered goods, increased by claims relating to work performed in connection with the delivery and claims for attributable failure by the client to fulfil its obligations, including payment of damages, extrajudicial collection costs, interest, and any penalties.
Goods subject to retention of title may be resold by the client during its normal business operations, provided that the client also imposes a retention of title on the delivered goods in relation to its customers.
If goods subject to retention of title are not paid for in full, the client is not authorized to pledge or transfer them into the actual possession of a financier.
The client is obliged to immediately inform the contractor in writing if any third-party claims ownership or other rights over the goods subject to retention of title.
The client is obliged to store the goods subject carefully and separately to retention of title until such time that it has fulfilled all payment obligations towards the contractor, treating them as identifiable property of the contractor.
The client must maintain adequate business insurance or household insurance that ensures the goods subject to retention of title are always covered. The client shall provide the contractor with access to the insurance policy and corresponding proof of premium payment upon the contractor's first request.
If the client acts in breach of the provisions of this article or the contractor invokes the retention of title, the contractor is entitled to terminate the agreement without further notice by means of a written statement. This is without prejudice to the contractor's right to claim compensation for damages, lost profits, and interest.

Article 20: Right of Retention

The contractor is entitled to suspend the delivery of purchased or ordered goods, as well as the return of the goods belonging to the client and under the contractor's control, if and as long as:
1. The client fails to pay the purchase costs of the goods or the costs of the work, in whole or in part.
2. The client fails to pay the costs of previous work performed by the contractor or the delivered goods, in whole or in part.
3. The client fails to pay other claims arising from the contractual relationship with the contractor, in whole or in part.
The contractor shall not be liable for any damages, of any kind whatsoever, arising from the exercise of its right of retention.

Article 21: Confidentiality and Exclusivity

Parties are obligated to maintain confidentiality towards third parties who are not involved in the execution of the agreement. This confidentiality applies to all confidential information provided to them by the other party and the results obtained from processing such information. This confidentiality does not apply to the extent that legal or professional rules and other national or international regulations with similar intent impose an obligation on one of the parties to disclose information or if one party has exempted the other party from the confidentiality obligation. This provision also does not prevent confidential collegial consultation within the organizations of the parties, to the extent they consider it necessary for the careful execution of the agreement or to fulfil legal or professional obligations.
The contractor is entitled to use the numerical results obtained after processing the data, provided that such results cannot be attributed to individual clients, for statistical or comparative purposes.
The contractor is not allowed to use the information provided by the client for purposes other than those for which it was obtained, except as provided in paragraph 2 and in cases where the contractor acts on their own behalf in disciplinary, civil, or criminal proceedings where such documents may be relevant.
Without the explicit prior written consent of the contractor, the client is not permitted to disclose or otherwise provide the content of advice, opinions, or other written expressions of the contractor to third parties, unless it directly arises from the agreement, is done to obtain an expert opinion on the relevant work of the contractor, is required by law or professional obligation for the client to disclose, or the client acts on their own behalf in disciplinary, civil, or criminal proceedings.
The data and information provided by the client to the contractor and collected by the contractor shall be stored carefully and confidentially.
The contractor may only use personal data originating from the client for the purpose of fulfilling their delivery obligation or handling a complaint. The contractor is not allowed to lend, rent, sell, or otherwise disclose the client's personal data.
When visiting the contractor's website, the contractor may collect information from the client about the use of the website through cookies.
The information collected by the contractor through cookies may be used for functional and analytical purposes.
In the event of a breach of the confidentiality provisions, the client shall be liable to the contractor for an immediately due penalty of £25,000 per violation, without prejudice to the client's obligation to compensate for any resulting damages.

Article 22: Intellectual Property

The contractor reserves all rights regarding intellectual property products used or created in the context of the agreement with the client, to the extent that legal rights can exist or be established on those products.
The client is expressly prohibited from providing those products, including but not limited to advice, (model) contracts, and other intellectual products, in the broadest sense of the word, to third parties, whether with the involvement of third parties, reproducing them, disclosing them, or exploiting them, other than for the purpose of seeking an expert opinion on the contractor's work. The agreement between the parties does not involve any transfer or obligation to transfer an intellectual property right from the contractor to the client.
The client may not modify, reproduce, disclose, or exploit the intellectual property rights licensed by the contractor.
The client guarantees that they are entitled to use the information and documents provided by them and indemnifies the contractor against any claims from third parties based on the infringement of an intellectual property right.
In the event of a breach of the confidentiality provisions, the client shall be liable to the contractor for an immediately due penalty of £25,000 per violation, without prejudice to the client's obligation to compensate for any resulting damages.

Article 23: Applicable Law and Choice of Forum

All agreements, quotations, and price quotations between the client and the contractor to which these general terms and conditions apply shall be governed by Scottish Law and shall be heard in court in Scotland.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or other relevant international laws and regulations is expressly excluded.
Any disputes between the parties shall be settled exclusively by the competent court in the district where the contractor is established, notwithstanding any mandatory legal provisions, even if the client is located abroad or goods have been delivered to an abroad address.