GENERAL TERMS OF SALE AND DELIVERY

Unless otherwise agreed between both parties in writing, the following General Terms shall apply to any contract of sale, hereinafter referred to as “THE CONTRACT”, and shall form an integral part of all offers, confirmations of orders, sales agreements and deliveries made by Bortex Clothing Industry Company Limited (C-2371) of A11, Industrial Estate, Marsa, Malta, hereinafter referred to as “THE SELLER” to its customer, hereinafter referred to as “THE BUYER”.

All waivers, modifications or amendments to the Contract shall be valid only if agreed upon mutually and in writing. Agreements made by word of mouth or telephone shall become binding only if confirmed by the Seller in writing within five (5) working days. Any waiver shall be limited to the circumstances or event specifically referenced in the written document and shall not be deemed a waiver of any other term of the Contract or of the same circumstance or event upon any recurrence thereof.
The Contract shall be legally concluded only after having been confirmed in writing by the Seller, and holds good to the extent of said confirmation only. In all cases, orders shall be deemed to be concluded as subject to the present General Terms, to which the Buyer hereby accedes for all intents and purposes of Law.
The place of performance shall be Malta, irrespective of any other consideration such as delivery, payment or transfer of title in the Goods.
The Buyer is bound to give the specifications of the Goods ordered, without any ambiguity, in good time.
The Seller reserves the right to a 10% variance either way in the quantities ordered.
All delivery times are approximate, and partial deliveries are admissible. The Seller shall, to the best of its ability and according to circumstances, observe the time and place of delivery agreed upon. In all cases, the Seller shall be entitled to a grace period for delivery of eighteen (18) working days, without the need for any declaration to be made to this effect. Cases of force majeure including acts of third parties or act of God shall entitle the Seller, at its discretion, to extend the delivery time by the duration of such event. Upon expiry of the grace period or extended period (if any), the Seller shall have the right to rescind the Contract. The Buyer shall not be entitled to any compensation for loss or damages arising from delayed delivery.
Whenever the Seller allows the Buyer to postpone the delivery of goods, the Seller shall have the right to claim interests on the price, as well as the expenses related to delayed delivery. Risk for the Goods shall, in all cases, pass to the Buyer immediately the Goods are ready for delivery.
Any claim for defects in the Goods must be made in writing, by registered letter, by not later than seven (7) days after arrival of the Goods at destination, failing which the Buyer’s rights in connection with any claimed defective delivery shall be extinguished. Notice shall be corroborated by evidence, including a sample of the defective goods and an official certificate attesting the existence of defects.
If so required by the Seller, the Buyer shall, within a reasonable time, arrange a meeting of the representatives of both parties at the place where the Goods are located, in order to discuss the complaint. If the complaint is justified, the Seller shall in its absolute discretion: -
1. remove the defects ascertained within a reasonable period; or
2. effect a new delivery in replacement of the defective one, upon the same terms and conditions; or
3. grant a discount which shall in no case exceed 10% of the price of the Goods.
The Buyer shall not be entitled to any compensation for loss or damages arising from defective delivery.
The Buyer shall never acquire the title in the designs, drawings, models or intellectual property related to the Goods.
All invoices are made out on the day of dispatch of Goods. Credit Terms, if any, shall apply from the date of invoice. Payments shall not be deemed completed until the relative funds are effectively deposited into the account indicated by the Seller. The Buyer shall not be entitled to withhold any payment or part thereof, for any reason whatsoever.
Should Credit Terms or payments by instalments have been agreed upon, such credit terms or benefit of time shall be forfeited in respect of any Contract pending between the parties, and the whole price or unpaid balance shall become immediately due if the Buyer exceeds the Credit Terms or delays the payment of any one (1) single instalment by a period in excess of seven (7) days. The Buyer shall also be bound to pay damages and interests according to Law.
Credit Terms and any benefit of time shall also be forfeited should there be any change in the circumstances of the Buyer, should any previously unknown fact come to the knowledge of the Seller, or the Seller reasonably believe that the Buyer may be facing bankruptcy, insolvency, administration or any other form of insolvency procedure.
Notwithstanding delivery and the passing of risk in the Goods, in case where payment has not been effected by the Buyer, the Seller shall retain title and property of the Goods, including full legal and beneficial ownership, until full settlement of the price, including penalties, interests, collateral charges and any other sum which may become due under these General Terms, is made.
The Seller shall also retain title and property of the Goods, including full legal and beneficial ownership, until full settlement of the purchase price of any other goods, previously or subsequently supplied by the Seller to the Buyer, including penalties, interests, collateral charges and any other sum which may become due under the General Terms, is made.
The Buyer is not entitled to pledge the Goods or to assign them as security. Moreover, where the Contract is made under CMT terms, the Buyer warrants that all materials delivered to the Seller for production, are fully paid up and that no other third parties have any claim or title on the materials so delivered for production. The Buyer shall indemnify the Seller fully for any damage it may suffer as a result of non-adherence by the Buyer to this obligation.
Until title to the Goods passes in terms of Clauses 15 and 16, the Seller shall have an irrevocable authority hereby granted by the Buyer, to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods, without any obligation to de-label such Goods – the Buyer shall not be entitled to any compensation in respect of any intellectual property rights or infringements in this connection. In connection with this authority being granted to the Seller, the Seller and its agents and employees shall be entitled at any time and without the need to give notice, to enter upon any property upon which the Goods or any part thereof may be stored, or upon which the Seller reasonably believes them to be kept.
This Contract shall be immediately terminated upon bankruptcy or insolvency of the Buyer, or upon the Buyer going into administration or any other form of insolvency procedure. The Seller shall also be entitled to terminate this Contract if it reasonably believes that the Buyer may be facing bankruptcy, insolvency, administration or any other form of insolvency procedure. In this case, payment for all Goods shall become immediately due and payable in spite of any Credit Terms or benefit of time, and the Buyer or any Insolvency Practitioner appointed in this regard, shall be bound to give an inventory of the Seller’s Goods held by the Buyer, and to deliver these Goods up to the Buyer immediately.
Should the Buyer fail to perform any of its obligations, the Seller shall be relieved from its relative obligations, and shall be entitled to immediately terminate this and any other existing contract between the parties, and withhold any further deliveries under this Contract, or under other contracts entered into between the parties, and this without the Seller contracting any liability whatsoever.
All notices are to be given to the Seller in writing at the address indicated above. Any notice to be delivered to the Buyer shall be delivered at the address indicated by the Buyer for invoicing purposes.
The invalidity or unenforceability of any of the Clauses of the General Terms shall in no manner affect the validity or enforceability of any of the other Clauses of these General Terms.
The Contract, the General Terms and all legal relations arising therefrom shall be exclusively governed by Maltese Law.
All disputes which might arise out of the present Contract or in connection therewith shall be settled by mutual agreement. If the dispute cannot be amicably settled, it shall be submitted to the exclusive jurisdiction of the Maltese Courts.