GENERAL TERMS OF PURCHASE

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

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 Buyer 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.
This Contract shall be deemed to be concluded upon the placing of a Purchase Order issued by the Buyer for the supply of Goods by the Seller, which Purchase Order shall be a written or electronic document, and may include particular shipping instructions and/or other specifications required by the Buyer for the Goods, as well as the relative Delivery Date.
The Buyer shall not be bound by the Contract unless the Purchase Order is acknowledged, authorised and returned by the Seller within two (2) working days from when the Order is placed. In all cases, Orders shall be deemed to be concluded as subject to the present Terms, to which the Seller hereby accedes.
The place of performance shall be Malta, irrespective of any other consideration such as delivery, payment or transfer of title in the Goods.
The Seller warrants that the Goods:
1. Shall be manufactured, produced, packaged, labelled, furnished and delivered to the Buyer in full and complete compliance with all applicable laws and regulations and in accordance with the highest standards and best practices of the Seller’s industry;
2. Shall be free from defects in materials and workmanship, and shall be merchantable and fit for their particular purpose;
3. Shall conform to the Purchase Order and all instructions and specifications provided by the Buyer; and
4. Shall be free from all liens, security interests and encumbrances of any type whatsoever.
The Buyer shall have the right to access and audit the Seller’s facilities, books, records, goods and services related to the Contract and the Goods. In particular, the Buyer shall have the right to carry out ethical audits and to inspect the Goods during manufacture, processing or storage at the premises of the Seller or any third party. If the Buyer indicates any shortcomings, the Seller shall take all steps necessary to ensure compliance.
The Seller shall adhere to the quantities indicated in the Purchase Order. In the event of excess quantities, the Buyer shall not be bound to pay for the excess. The excess shall remain at the Seller’s risk and the Buyer reserves the right to return the excess, and seek compensation in relation to the storage, handling and return of same.
The Seller shall ensure that the Goods are marked in accordance with the Purchase Order, properly packed and secured so as to reach their destination in an undamaged condition.
The Seller shall observe the time and place of delivery indicated by the Buyer in the Purchase Order. In the event of late delivery of the Goods without the prior written consent of the Buyer, the Buyer shall be entitled to claim damages in relation to the delayed delivery. The Buyer also reserves the right to withhold any payment or part thereof, as well as cancel the Order and/or reject or return the Goods.
Whenever the Buyer allows the Seller to postpone the delivery of Goods, the Contract shall still be deemed as binding, and the Seller shall be bound to pay damages in relation to the postponed delivery.
The Seller shall ensure that each delivery is accompanied by a prominently-displayed delivery note indicating the Purchase Order number, date of Purchase Order, and the number of packages and their contents.
The Buyer shall not be deemed to have accepted the Goods until it has had a reasonable time to inspect them following delivery. Such inspection may be carried out upon a reasonable sample of the Goods, and the Buyer may revoke its acceptance if the Goods are subsequently found to be defective. Upon rejection or revocation of any Goods, the Buyer shall, at its discretion, be entitled to terminate this Contract or to insist upon a prompt replacement of the Goods by the Seller. All additional costs shall be borne exclusively by the Seller. Should the Seller fail to collect any defective Goods within the time specified by the Buyer, the Buyer shall be entitled, at its discretion, to return them to the Seller at the risk and cost of the Seller, or alternatively to dispose of them as it deems fit and seek compensation in relation to storage, handling and disposal of the Goods.
Risk of damage to or loss of the Goods shall pass to the Buyer only upon delivery at the address specifically indicated by the Buyer in the Purchase Order.
The Seller is entitled to invoice the Buyer only upon the delivery of the Goods, and each invoice shall quote the number of the Purchase Order.
The Goods shall be invoiced at the price of the Goods as set forth in the Purchase Order. The price shall include all shipping and insurance costs, including without limitation, packing, crating, freight costs, as well as all taxes, customs duties, customs fees and all other charges due in respect of the Goods. No increase in price shall be made irrespective of any increase in material, labour or transport costs, fluctuation in rates of exchange, or any other cause.
Payment of the price shall be due sixty (60) days from date of invoice, provided delivery of the Goods is made within the agreed time-frames.
Should the Seller be in breach of any of its obligations, the Buyer shall be entitled, at its discretion, to any or all of these remedies, concurrently or consecutively as the Buyer deems fit: -
1. require the Seller to attend a meeting of the representatives of both parties in order to discuss the complaint and amicably agree on the way forward;
2. give the Seller the opportunity to remedy any non-conformity or defect in the Goods, including by supplying replacement goods within a set time frame, at the Seller’s expense;
3. demand a discount of not less than 10%;
4. carry out any work necessary to make the Goods comply with the Contract, at the Seller’s expense;
5. reject the Order in whole or in part, and demand compensation for expenses and damages from the Seller;
6. terminate the Contract without any obligation whatsoever with respect to the Goods not yet delivered to the Buyer at the time of such termination;
7. withhold payments until the Seller shall have adhered to its obligations, as well as payments equivalent to the expenses or damages incurred by the Buyer in connection with the Seller’s non-conformity;
8. exercise any other right or remedy provided in terms of these General Terms and/or Maltese Law.
The Seller shall treat the existence and details of this Contract, together with all information that is not publicly available concerning the business and affairs of the Buyer, as strictly confidential and agrees to impose the same duty of confidentiality upon its employees or any other person or company with whom it deals in relation to the Contract.
Title in the designs, drawings, models or intellectual property related to the Goods where these have been supplied by the Buyer shall pertain exclusively to the Buyer, and the Seller shall strictly respect such rights.
The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with any claim, action or allegation that the Goods infringe, or their importation, use or resale infringes the patent, copyright, design right, trade mark or other intellectual property right of any other person.
All notices are to be given to the Buyer in writing at the address indicated above. Any notice to be delivered to the Seller shall be delivered at the address indicated by the Seller on its invoices.
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.