a) Conditions applicable:
- These conditions shall apply to all contracts for the sale of goods by us to you to the exclusion of all other terms and conditions including any terms or conditions which you may purport to apply under any purchase order confirmation of order or similar document.
- All orders for goods shall be deemed to be an offer by you to purchase goods pursuant to these conditions.
- Acceptance of delivery of the goods shall be deemed conclusive evidence of your acceptance of these conditions.
- Any variation to these Conditions (including any special terms and conditions agreed between you and us) shall be inapplicable unless agreed in writing by us.
- These terms represent the entire agreement between you and us.
b) Price and payment:
- The price (unless otherwise expressly stated) shall be inclusive of value added tax which shall be due at the rate ruling on the date of our invoice.
- Where the price is expressed to be inclusive of value added tax we have the right to adjust the price at any time before delivery to take account of any increase in value added tax.
- Authorisation through your credit card (via Paypal) of the price and value added tax shall affected once an order is confirmed. Time for payment shall be of the essence.
- Payment of the price and value added tax shall be due once goods are available for delivery and are invoiced.
- If you fail to make any payment on the due date then without prejudice to any of our other rights we may:
- suspend or cancel deliveries of any articles due to you; and/or
- appropriate any payment made by you to such of the goods (or goods supplied under any other contract with you) as we may in our sole discretion think fit.
c) No set off
You may not withhold payment of any invoice or other amount due to us by reason of any right of set off or counterclaim which you may have or allege to have or for any other reason whatsoever.
d) Delivery and non-delivery of goods:
- The goods shall be delivered to you at your address. The risk in the goods shall pass to you upon such delivery taking place.
- We shall arrange for carriage of the goods to your address. The costs of carriage and any insurance which you reasonably direct us to incur shall be reimbursed by you without any set-off or other withholding whatever and shall be due on the date for payment of the price. Any third-party carrier shall be deemed to be your agent.
- We shall not be liable for any loss or damage whatever due to failure by us to deliver the goods or any of them promptly or at all.
- Not withstanding that we may have delayed or failed to deliver the goods or any of them promptly you shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within 3 months of the agreement.
e) Retention of title by us:
- The goods shall be at your risk as from delivery.
- In spite of delivery having been made property in the goods shall not pass to you until:
- you have paid the price plus value added tax in full; and
- no other sums whatever shall be due from you to us.
- Until property in the goods passes to you the goods and each of them shall be held by you on a fiduciary basis as bailee for us.
- You shall store the goods (at no cost to us) separately from all other goods in your possession and marked in such a way that they are clearly identified as our property.
- Not withstanding that the goods (or any of them) remain our property you may sell or use the goods in the ordinary course of your business at full market value for our account. Any such sale or dealing shall be a sale or use of our property by you on you own behalf and you shall deal as principal when making such sales or dealings.
- Until property in the goods passes from us the entire proceeds of sale or otherwise of the goods shall be held in trust for us and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as our money.
- We shall be entitled to recover the price (plus value added tax) notwithstanding that property in any of the goods has not passed from us.
f) Acceptance of the goods:
- You shall be deemed to have accepted the goods 3 days after delivery to your carrier.
- After acceptance you shall not be entitled to reject goods which are not in accordance with the contract.
g) Rejection of the goods:
- If you properly reject any of the goods which are not in accordance with the contract you shall nonetheless pay the full price for such goods unless you return such goods to us at your cost before the date when payment of the price is due.
k) Choice of law and jurisdiction
- This contract is subject to the law of the Republic of Malta.
- All disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the courts of the Republic of Malta.
- If any part of these terms and conditions shall be found to be unlawful, it shall not affect the validity or enforceability of the remainder of the conditions.