Terms and Conditions

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT OF:

Action Cases Limited
Registered in England: 8275136
VAT: GB 153 9335 02

 

ARTICLE 1: DEFINITIONS

The following terms shall have the following meaning in these general terms and conditions, unless denoted explicitly otherwise:
Action Cases Ltd: Action Cases, the user of the general terms and conditions, the seller, the producer, the contractor;
The opposite party: the opposite party of Action Cases, the purchaser, the client;

ARTICLE 2: GENERAL

These general terms and conditions shall apply to any and each bid, order, and agreement between Action Cases and the opposite party in so far as Action Cases has not explicitly deviated from such terms and conditions in writing;
The current terms and conditions shall also apply to all agreements entered into with Action Cases, for the performance of which Action Cases engages the services of third parties;
The applicability of possible terms and conditions of the opposite party are explicitly excluded;
In the event that one or more of the provisions included in these terms and conditions shall be or become null and void, then the remaining provisions of these terms and conditions shall remain applicable.

ARTICLE 3: BIDS, ORDERS AND AGREEMENTS

A bid made by Action Cases is without engagement, unless explicitly agreed upon otherwise;
Agreements will not become effective until the order is confirmed in writing, in any form whatsoever, or by acceptance of a bid or by the performance of the agreement by Action Cases;
In case of oral agreements the invoice is considered to represent the agreement correctly and completely, except for complaints made within 30 days from the invoice date;
In the event that Action Cases receives an order by word of mouth from the opposite party or of an employee or a representative of the opposite party for additional work during the production or activities and after such additional work has been completed, the opposite party accepts such additional work, at least does not protest against such additional work, then Action Cases can assume that the additional work has been carried out at the explicit request of the opposite party at prices and rates normally used by Action Cases;
In the event that a natural person concludes an agreement on behalf of or for the account of an other natural party, he shall declare - by signing the agreement – to be empowered thereto. Such person shall be mutually and severally liable with regard to any and all obligations arising from the agreement and this in addition to such other natural person;
Action Cases shall reserve the right to refuse an order without stating reasons;
In the event that the acceptance by the opposite party deviates from the offer made then Action Cases shall not be bound. The agreement shall not become effective in accordance with such deviating acceptance unless Action Cases states differently;
Prices mentioned in the bids are in £ GBP, exclusive of UK VAT and any other government charges such as duties and taxes, as well as exclusive of storage, export, shipment and possible transport costs, unless explicitly agreed upon otherwise;
In the event that Action Cases takes care of shipment/transport of the goods bought, then this shall be done at the risk and for the account of the opposite party;
In the event that delivery is made cash on delivery, Action Cases shall always charge the opposite party with cash on delivery costs;
A composite quotation does not oblige Action Cases to carry out a party of the order against a corresponding part of the quotation;
Bids or offers do not apply to follow up orders.

ARTICLE 4: MODELS/PICTURES (REPRESENTATIONS)

Models, pictures, representations, specifications, numbers, measurements, weights or descriptions included in the catalogues/price lists/bid/advertisements are only included as indication.
Written and oral approval by the opposite party of composed type, printer’s, photo and film proofs and other proofs shall be considered to be acknowledgement that Action Cases has carried out correctly the activities preceding the completion of the proofs;
Any and each composed type, printer’s, photo and film proof and other proof made at the request of the opposite party shall be charged in addition to the agreed price, unless explicitly agreed that the costs of these proofs are included in such price.

ARTICLE 5: PRICE AND COSTS

Action Cases shall be allowed to charge price increases on after three (3) months, in the event that price changes with regard to i.e. social security contributions, turnover tax, rates of exchange, wages, raw materials, semi-finished products or packaging, of more than 5% occurred between the moment the bid or offer was made and the performance of the agreement/execution of the delivery;
Action Cases shall inform the opposite party of its intention to increase the price or rate in writing. In doing so Action Cases shall mention the extent of the increase and effective date.

ARTICLE 6: CANCELLATION

In the event that the opposite party, after an agreement has been concluded and before Action Cases has started the production of the piece of good/goods, wishes to cancel such, then 10% of the order price (exclusive of UK VAT) shall be charged as cancellation costs, notwithstanding the right of Action Cases to complete compensation of damage including lost profit;
In the event that in case of cancellation the opposite party refuses to accept the goods already produced specially for the opposite party by Action Cases, then the opposite party shall also be under the obligation to pay to Action Cases any and all costs arising from this;
In the event that an item is (temporarily) not deliverable, then the opposite party shall be informed of such delay by Action Cases within one month after receipt of the order at most. Should this happen then the opposite party may cancel the order free of charge. In the event that the opposite party has already paid Action Cases for such item, then the opposite party shall be repaid or settlement shall take place;
Cancellation must be done in writing.

ARTICLE 7: SUSPENSION AND DISSOLUTION

Action Cases shall be authorized to suspend fulfilment of the obligations or to dissolve the agreement in the event that: the opposite party does not (not in time or not completely) fulfil the obligations arising from the agreement; Action Cases has learned of circumstances after the conclusion of the agreement on the basis of which there is good reason for fear that the opposite party shall not (not in time or not completely) fulfil the obligations - in case there is good reason for fear that the opposite party shall only perform partly or not properly, then the suspension shall only be allowed in so far as the shortcoming justifies this; the opposite party is requested at the conclusion of the agreement to grant security with regard to the fulfilment of its obligations arising from the agreement and such security is not provided or is insufficient.
Furthermore Action Cases shall be authorized to dissolve the agreement (have it dissolved), in the event that circumstances occur of such nature that performance of the agreement is impossible or according to standards of reasonableness and fairness can no longer be required or in the event that circumstances occur in any other way of such nature that unadjusted maintenance of the agreement cannot be expected in all reasonableness;
In the event that the agreement is dissolved, the claims of Action Cases on the opposite party shall be forthwith exigible. In the event that Action Cases suspends the fulfilment of the obligations, it shall retain its claims on the basis of the law and the current agreement. Action Cases shall always retain the right to claim compensation of damage.

ARTICLE 8: PERFORMANCE OF THE AGREEMENT

Action Cases shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the specifications agreed by the parties;
Action Cases shall determine the manner of execution of the agreement in so far as the parties have not explicitly agreed differently in writing;
Action Cases shall not be liable for damage or loss of any nature whatsoever because Action Cases started from incorrect and/or incomplete data and specifications provided by the opposite party;
The opposite party must always inform Action Cases of the objective for which the item is purchased, failing which Action Cases cannot be held liable for any damage or loss arising from the uselessness of such item;
In the event that and in so far as good performance requires this, Action Cases shall have the right to have activities carried out by third parties;
In the event that the opposite party has reserved for itself the execution of certain part of the work, then the opposite party shall be liable for late supply or late execution thereof;
The opposite party shall ensure that any and all data and consents in relation with which Action Cases states that these are necessary or of which the opposite party in all reasonableness must understand that these are necessary for the performance of the agreement, shall be provided to Action Cases in time. In the event that the data and consents necessary for the performance of the agreement have not been provided to Action Cases in time, then Action Cases shall have the right to suspend the agreement and/or to charge the opposite party with any and all additional costs arising from the delay and this against the standard rates;
In the event that the commencement or progress of the work is delayed because of factors the opposite party is liable for, then loss and costs arising there from for Action Cases must be compensated by the opposite party;
The opposite party shall indemnify Action Cases against any possible claims of third parties who suffer loss or damage in connection with the performance of the agreement when such damage is attributable to the opposite party;
In the event that it has been agreed that the agreement shall be executed in phases then Action Cases shall be allowed to suspend the execution of such parts to the next phase until the opposite party has approved the results of the preceding phase in writing.

ARTICLE 9: DELIVERY

Delivery of items is FCA, unless parties explicitly agree otherwise;
In the event that Action Cases delivers the items, they shall always be delivered at the last known delivery address stated to Action Cases by the opposite party;
The opposite party shall be obliged to take off respectively accept the items directly after completion unless differently agreed. When the items are available for the opposite party or have been presented for delivery to the opposite party but are not taken off by the opposite party for whatever reason, then delivery shall take place by notification to that effect in writing from Action Cases to the opposite party;
In the event that the opposite party refuses or fails to provide information or instructions necessary for delivering the items, then Action Cases shall be entitled to store the items for the account and risk of the opposite party. In the event that the opposite party does not take off the items within two months, Action Cases shall be entitled to sell the item to someone else. In case the item is insellable, Action Cases shall be entitled to destroy the item. Any and all damage or loss arising from sale or destruction shall be payable by the opposite party;
Contract orders must be taken off within the agreed terms, failing which Action Cases shall be entitled to deliver the undelivered part of the order in one batch and to charge the opposite party with regard to any price increases;
In the event that the opposite party refuses to take off the items, the claims of Action Cases, inclusive of costs of transport and storage, on the opposite party shall be forthwith exigible;
In the event that Action Cases needs any data of the opposite party within the scope of the performance of the agreement, the term of delivery shall commence after the opposite party has put these at the disposal of Action Cases;
In the event that Action Cases states a term of delivery, then this shall be indicative. So a term of delivery mentioned is never a peremptory term. The opposite party must declare Action Cases to be in default in writing in a case of transgression of a term and must grant him a reasonable term;
Action Cases shall be entitled to charge an advance payment. After settling the advance payment, delivery or performance shall take place by Action Cases unless parties agree differently.

ARTICLE 10: DELIVERY, INSPECTION AND COMPLAINTS

The opposite party shall be held to inspect the purchased items or the executed order at the time of delivery (have such inspected). Complaints on the delivered items must be made to Action Cases by the opposite party within seven (7) days in writing. The notice of default must describe the shortcoming as detailed as possible for Action Cases to react adequately;
Damage to packaging or the item must be noted on the packing note/road waybill/air bill and Action Cases must be informed in writing immediately. After having been informed of the complaint, Action Cases will deal with it forthwith;
In the event that the opposite party wishes to return inferior items, then this can only be done after prior consent of Action Cases in writing and in the manner as indicated by Action Cases. Return shipments must be sent carriage/postage paid, undamaged and in their original packaging;
Any composed type, print or writing error in catalogues, on the internet site, or in the bid can never give rise to any complaint;
In the event that a complaint is well-founded, Action Cases shall replace or adapt the deliverd item(s) unless in the meantime this has become demonstrably pointless for the opposite party. The opposite party must make the latter clear in writing. However, Action Cases shall only be liable within the limits denoted by the provisions included in the articles “Warranty” and “Liability”;
Attending to complaints leaves the ordering and payment obligations of the opposite party intact.

ARTICLE 11: TRANSFER OF RISK

The risk of loss or damage to the items that are the object of the agreement, shall pass on to the opposite party at the time at which these items are legal and/or actually delivered to the opposite party and with that into the powers of the opposite party or of a third party to be designated by the opposite party or at the moment that the items are ready for delivery, all this after the opposite party has been informed of this in writing;
In the event that Action Cases secures transport of the items that are the object of the agreement, this will be fully done for the account and at the risk of the opposite party. The opposite party itself shall take out a appropriate transport insurance.

ARTICLE 12: CIRCUMSTANCES BEYOND ONE’S CONTROL

In case of circumstances beyond its control, Action Cases shall have the right to dissolve the agreement. In the event that the circumstances beyond Action Cases’ control are only of a temporary nature, Action Cases shall have the right to suspend the performance of the agreement. In the event that the period of circumstances beyond Action Cases’ control is longer than two (2) months the parties shall be authorized to dissolve the agreement without Action Cases being obliged to pay any form of damages;
Circumstances beyond one’s control shall mean in these terms and conditions, in addition to all that is included in the law and in case law in this respect, any and all extraneous causes, foreseen or unforeseen, that Action Cases does not have any influence upon, but owing to which Action Cases is not in a position to fulfil the obligations. Stoppages of work or strikes in the enterprise of Action Cases, computer and electricity breakdowns, fire, theft, traffic blocks, export impediments and stagnation in the delivery of raw materials/parts by subcontractors are included;
In so far as Action Cases at the time of the commencement of such circumstances has already partly fulfilled his obligations arising from the agreement or will be able to fulfil these, and the fulfilled respectively to be fulfilled part has a value of its own, then Action Cases shall be entitled to invoice the already fulfilled or to be fulfilled part separately.

ARTICLE 13: WARANTY

Items produced by Action Cases shall meet the technical demands and specifications stated by Action Cases;
Action Cases shall grant a warranty to the direct opposite party in relation with the quality of the items produced by Action Cases and this until one (1) year after delivery, unless parties have agreed a different term in writing;
Warranties are not granted in connection with rendered services, unless parties have agreed differently in writing;
Warranties can only be invoked after submission of the purchase invoice;
The opposite party itself must check in advance whether the item to b delivered is suitable for the purpose stated;
The duration of the warranty is explicitly stated on the sales invoice;
This warranty is limited to: manufacturing faults and so does not include damage arising from improper, negligent or inexpert use, assembly or maintenance by the opposite party or a third party; deliveries to the opposite party in the EU; to replace the purchased item;
This warranty shall become null and void: on the resale of the delivered parties, unless parties have explicitly agreed differently; in case of processing, changes, adjustments or repairs by a third party to or of the delivered item(s); in case of exposure to hazardous substances and too high or too low temperatures; in case of overcharging of pulling and pushing force; by not using and maintaining the delivered item(s) in conformity with the instructions for use; when using the delivered item(s) for a different purpose than the one the opposite party stated to Action Cases or for which it is suitable;
As long as the opposite party does not fulfil its obligations arising from the agreements concluded by the parties, he can not invoke this warranty provision.

ARTICLE 14: LIABILITY AND INDEMNITY

In the event that Action Cases should be liable than such liability shall be limited to what is laid down in the current provision;
Action Cases shall never be liable for: deviations, damage, faults and defects that remained unobserved in items approved by the opposite party; deviations, damage, faults and defects because of incorrect assembly, maintenance or use by the opposite party or a third party; with regard to indirect damage, including consequential damage, lost turnover and profits, missed savings and loss in case of business interruptions; damage or loss as a result of rejected raw materials, because of changes made in environmental laws after the conclusion of the agreement; unlawful, improper or unprofessional use by the opposite party or by a third party of the delivered items; for damage or loss as a result of use not in conformity with the instructions of use, environmental laws or product information;
In the event that Action Cases is liable for damage or loss, then such liability shall be limited to at most the sum of money that the insurer will pay out to Action Cases, at least to at most the amount claimed, at least such part of the amount claimed that such liability refers to;
Action Cases shall never be liable for damage or loss arising from advice given. Advice is always given on the ground of facts and circumstances known to Action Cases and in consultation, whereby the intention of the opposite party is always the leading principle and starting point for Action Cases;
Any possible claim for damages must be submitted in writing to Action Cases forthwith after the damage or loss arose;
The opposite party shall be obliged to inform its purchaser in conformity with the instruction for use and product information. The opposite party shall indemnify Action Cases against claims of third parties in the event that Action Cases is held liable for which Action Cases is liable because the opposite party has failed in its performance;
Unless differently agreed, the opposite party itself must examine in advance whether the purchased item(s) will be suitable for the purpose for which it is going to use the purchased item(s). In the event that afterwards it appears that the purchased item(s) is/are not suitable for the purpose, the opposite party cannot hold Action Cases liable for any damage or loss arising there from.
The restrictions included in these general terms and conditions as regards liability in case of damage or loss, shall not apply in the event that the damage or loss is attributable to intention or gross negligence of Action Cases or its employees;
The opposite party shall be held to ensure that – prior to the delivery of data, documents, material and/or products – the information carriers concerned are copied or duplicate files are made.
In the event that the opposite party provides information carriers, electronic files or software etc. to Action Cases, then the former shall guarantee that such information carriers, electronic files or software etc, are free of viruses and show no defects;

ARTICLE 15: INTELLECTUAL PROPERTY AND COPY RIGHTS

Notwithstanding the provisions included in these general terms and conditions, Action Cases shall retain the rights and powers that are vested in Action Cases on the basis of the intellectual property rights and the England Copy Right Act (Auteurswet);
Any and all items sold and/or produced, designs, sketches, calculations, drawings, models and brochures submitted by Action Cases shall be exclusively intended to be used by the opposite party and may not be multiplied, sold on, processed, changed, copied, reproduced, made public or brought to the knowledge of third parties without prior consent of Action Cases, unless as an effect of the nature of the sold items or submitted documents this is different;
Templates produced by Action Cases shall remain the property of Action Cases and shall not be returned to the opposite party;
The opposite party shall not be entitled to remove the name or the trade mark of Action Cases from the delivered item(s).
Action Cases shall also retain the right to use the knowledge increased during the execution of the activities for other purpose provided that in doing so confidential information shall not be brought to the knowledge of third parties.

ARTICLE 16: RETENTION OF TITLE

Any and all items delivered by Action Cases, whether or not manufactured or processed, shall remain the property of Action Cases until the opposite party has fulfilled all obligations arising from all agreements concluded with Action Cases;
The opposite party shall not be authorized to pledge the items covered by retention of title or encumber such in any other manner;
The opposite party shall be obliged to insure the items covered by retention of title against value when new. Any damages paid out by the insurer shall take the place of the items mentioned above and shall accrue to Action Cases;
The opposite party shall be obliged to inform Action Cases as quickly as reasonably can be expected in case third parties attach the items covered by retention of title or establish or assert rights on such items;
In case Action Cases wishes to exercise its property rights laid down in this article, the opposite party shall now, unconditionally and irrevocably, grant permission to Action Cases or to third parties to be designated by Action Cases to access all places where there is property of Action Cases and to take such items along with him/her;

ARTICLE 17: EXPORT

Payment of export transactions must be effected by means of an irrevocable letter of credit issued and confirmed by a England bank unless agreed differently in writing. Both trans-shipment and partial shipments shall be possible on the basis of such letter of credit. The letter of credit can be transferred by Action Cases;
The opposite party guarantees that in the event that import of items into a particular country or for a particular destination requires an import certification or permit, such import certification of import permit has been acquired or will be acquired before shipment, failing which the opposite party shall be liable for any loss or damage arising here from.
The customer is responsible for Export compliance and fulfilling export control rugulations which are applicable in all countries in and outside the European Union.

ARTICLE 18: PAYMENT

Payment must be effected in cash or in advance by means of an advance on the invoice date or within eight (8) days from the invoice in a manner to be designated by Action Cases and in the currency in which is charged. Complaints regarding the height of the invoice do not suspend the payment obligation;
In the event that the opposite party remains in default as regards payment within the term agreed, then the opposite party shall be in default by operation of law. The opposite party shall then owe an interest of 1.5% per month or part thereof unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest shall apply. The interest on the exigible amount will be calculated as of the moment that the opposite party is in default until the time the full amount is paid;
In case of liquidation, (application for) bankruptcy, admission of the opposite party to the statutory debt repayment schedule on the basis of the England Debt Repayment (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen), tutelage order, attachment or (provisional) suspension of payment of the opposite party, any claims of Action Cases on the opposite party shall be forthwith exigible;
Payments shall be deducted in the first place from costs due, then from interest due and finally deducted from the principal sum and accrued interest.

ARTICLE 19: COLLECTION COSTS

In the event that the opposite party is in default as regards the (timely) fulfilment of its obligations, any and all reasonable costs to obtain payment outside court shall be payable by the opposite party. In any case, the opposite party shall owe collection costs in case of a monetary claim. Collection costs shall be calculated in conformity with the collection rates as advised by the England association of Attorneys at Law in collection cases with a minimum of £350;
In the event that Action Cases has incurred higher costs which were reasonably necessary, such shall also be eligible for compensation. Legal costs and costs resulting from enforcing a court order shall also be payable by the opposite party.

ARTICLE 20: STAFF

The opposite party shall not be authorized, without written consent of Action Cases, to enter into an employment relationship with an employee of Action Cases, and this during and within one year from the performance of the agreement.
In the event that the opposite party, without the consent of Action Cases, enters into a employment relationship with an employee (directly or not), the opposite party shall owe Action Cases a compensation of at least six (6) times the gross monthly salary of the employee on the basis of forty (40) working hours per week. In addition the opposite party shall be obliged to fulfil completely its obligations arising from the agreement existing between the parties.

ARTICLE 21: TRANSLATIONS OF THESE TERMS AND CONDITIONS

The United Kingdom version of these terms and conditions is authentic by exclusion of any other. In the event that a translation deviates in any manner, then the United Kingdom text shall prevail.

ARTICLE 22: DISPUTES

Any and all disputes in connection with the agreement concluded between the parties will be decided in the first instance by the competent England court in the place where the registered office of Action Cases is established. Notwithstanding the previous provision, Action Cases shall have the right to submit the dispute to the court that is competent in accordance with the law or an Arbitration Board.

ARTICLE 23: APPLICABLE LAW

The English law shall apply to each agreement concluded between Action Cases and the opposite party. The Vienna Sales Convention shall be explicitly excluded.

 

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