General Terms & Conditions
The company Globalworx GmbH, seated at Sasbach, Germany, registration No. 718 709, and all its subsidiaries, (from now on referred together as "GLOBALWORX"), issued the following general terms and conditions for the sale and purchase of products and services of Globalworx GmbH.
Seller – the company GLOBALWORX and all its subsidiaries specified in the introduction hereof that act within the scope of their business activities on their behalf, on their account selling products and services
Buyer – any natural person or legal entity interested in the purchase of products and services offered for sale by GLOBALWORX
Parties – the Seller and the Buyer
Products – a combination of material goods and services that GLOBALWORX has launched on the Internet
Services – nonmaterial services provided by GLOBALWORX
Order – instruction of the Buyer which manifests the will of the Buyer to purchase the products or services
GTC – these General Terms and Conditions.
2. General Provisions
This General Terms and Conditions regulates rights and obligations of GLOBALWORX as the Seller on one side and the Buyer on the other side at the sale and purchase of Products and Services in particular:
2.1.1 Purchase Products and Services by the Buyer
2.1.2 Terms and Conditions of sale and purchase of the Products and Services,
2.1.3 Rights and Obligations of the Parties resulting from the purchase contract concluded between the Parties, the subject of which is the sale and purchase of the Products and Services.
2.2 Area of Application
2.2.1 These General Terms and Conditions apply for all products and services provided by GLOBALWORX and its subsidiaries.
2.2.2 These General Terms and Conditions are binding if they are stated as being applicable in the quotation or order confirmation. Any other terms and conditions of the Buyer shall only be valid if they have been expressly accepted by GLOBALWORX in writing.
3. Quotation and Conclusion of a Product (Service) Contract
3.1 Quotations from GLOBALWORX (in particular in price lists, brochures, and the Internet) are non-binding as long as GLOBALWORX does not expressly submit a binding quote.
3.2 The purchase contract is viewed as having been concluded with GLOBALWORX written confirmation indicating that the Order has been accepted (Order Confirmation) and with the issuing of the invoice.
3.3 Any deviations from the purchase Order in the Order confirmation and invoice shall become a subject matter of the contract if the Buyer does not object in writing within three working days upon receipt of the order confirmation. GLOBALWORX reserves the right to correct mere calculation errors.
3.4 GLOBALWORX reserves to keep all rights to drawings, models, samples, similar objects and all sales documents. They must not be made accessible to third parties and must be returned to GLOBALWORX immediately on request. Such materials may only be passed on to third persons following the prior written approval of GLOBALWORX.
3.5 The Buyer orders Products and Services directly via Globalworx purchasing administration or thought the Globalworx Distributor.
4. Technical Documents
Brochures and catalogues are non-binding unless agreed otherwise. The information included in the technical documents is only binding if expressly guaranteed.
5. Scope of Products and Services
GLOBALWORX's products and services are stated conclusively in the Order Confirmation and the including appendices.
6. Prices and Delivery
6.1 All prices are to be understood as being Ex Works GLOBALWORX without deductions.
6.2. Unless expressly agreed otherwise, GLOBALWORX delivers and exports its products and services DAP – Delivered at Place (Incoterms 2010®), i. e. the personal delivery can be realized on the agreed address, within the business hours, Monday to Saturday from 08:00 to 18:30
6.3. Packaging and transportation costs, as well as all other costs incurred through the delivery, shall be borne by the Buyer. The Buyer must also cover the currently valid statutory taxes (e.g. VAT) and fees.
7. Payment Conditions
7.1 Unless other specific payment terms have been agreed, invoices must be paid within 21 days of the invoice date at GLOBALWORX’s location. The net amount is payable without deductions.
7.2. The Buyer must pay interest on any delayed payments from the point in time when the invoice is agreed as being due for payment and this without a reminder being sent. This interest must comply with the usual interest rates applied at GLOBALWORX’s location. The right to reimbursement of further damages is reserved.
7.3. GLOBALWORX reserves the right to demand an advance payment.
7.4. Under the moment of payment is considered allocation of the price on the bank account of GLOBALWORX stated in the invoice.
7.5. GLOBALWORX always issues paper invoices but can also send them by e-mail.
7.6. Any other form of invoicing (e.g. electronic, collective invoice) is subject to separate agreements and may incur additional costs.
8. Reservation of Property Rights
8.1 Unless otherwise stated or agreed, all items belonging to a particular product or service, such as TEMPegg® and TEMPlink®, remain the property of GLOBALWORX.
8.2 Anything representing intellectual property installed, presented or delivered by Globalworx, or any of its personnel remain the sole and exclusive property of Globalworx. Nothing is intended to be a grant or conveyor to Buyer, any license or other rights in or to the Deliverables, including without limitation, any intellectual property rights therein. All Deliverables and all tangible products contained therein shall remain the exclusive property of Globalworx and shall not be used by Buyer or its employees, agents, or clients, in any manner, except under the terms of this GTC.
8.3 If the Buyer proves a violation of the purchase contract, especially if the payment is delayed, GLOBALWORX shall be entitled to request the return of the delivered and installed product or services and immediately cancel the online service of the selected product.
9. Terms of Delivery (Product, Goods, Services)
9.1 The term of delivery is in the Order Confirmation. The condition of delivery begins with the conclusion of the purchase contract.
9.2. The term of delivery shall be extended to a reasonable degree if GLOBALWORX does not receive the information required to fulfil the purchase contract in good time or if the Buyer subsequently changes the information and thus causes the delivery to be delayed.
9.3. If delays exceeding three months occur, the Buyer shall be entitled to cancel the purchase.
9.4. Partial deliveries are possible if arranged with the Buyer.
9.5. Each delivery shall also contain the invoice and delivery note.
10. Review and Acceptance of Deliveries (Product, Goods, Services)
10.1 The Buyer must review that the product and service have been properly installed and functioning correctly within five days of commissioning and compare them to the terms of the contract. In case of any discrepancies, GLOBALWORX must be informed within three working days. If the Buyer fails to meet this obligation within the time limit, the installed product and service will be deemed approved.
10.2 GLOBALWORX has the right to rectify the nonconformances it has been previously notified about in accordance with Paragraph 10.1, and which it has already recognized, or is entitled to replace the defective items.
10.2 If the Buyer does not take over the ordered product without properly cancelling the purchase agreement or if the service is delivered correctly, GLOBALWORX will pay a flat rate of 100% of the agreed order value.
11.1. Under the condition that the products and services are correctly operated following the described intended use, GLOBALWORX guarantees that the products and service shall function as specified in the product and or service specification. The warranty period is 24 months and begins with the installation of the delivery at the agreed location. If the particular items of the product have a service life of fewer than 24 months, the warranty period shall be limited to a number of months or the expiration date specified on the items within the particular product/service. For replacement items during the warranty, the warranty obligation starts again from the time of the local installation. For all service orders, check-ups or calibrations, the warranty period begins on the date specified on the accompanying service documents.
11.2. Upon a specific request, GLOBALWORX may issue a certificate of warranty in the form of a bill, if the nature of the product allows it; otherwise, it shall issue a written declaration of warranty. The declaration of warranty shall namely include the following:
11.2.1 specification of the Seller (business name, registered seat, business registration number),
11.2.2 content of the warranty, its extent and conditions for its application,
11.2.3 term of the warranty period,
11.2.4 information necessary for the use of the warranty.
11.3. The delivery item is defective if it (a) deviates from the contractual condition or (b) infringes upon the rights of third persons.
11.4. The warranty applies exclusively for damage on the parts of the product which can be proven to have been caused as the result of inferior material, faulty design or lousy quality on the part of GLOBALWORX. In contrast, damages are excluded which are due to natural wear and tear, inadequate maintenance, negligence, the disregard of the operating instructions, excessive stress and strain, unsuitable operating materials, improper installation, incorrect start-up, incorrect installation on the part of the Buyer, and not due to changes or modifications on the parts of the particular product performed by GLOBALWORX, as well as all other reasons for which GLOBALWORX is not responsible.
11.5. In the event of defects under warranty obligation, GLOBALWORX shall cover the expenses required to provide an improvement or a replacement of the particular product, in particular GLOBALWORX's material, dispatch and labour costs.
11.6. If the defect is under warranty, if improvement or replacement of the delivery is not provided within a reasonable period set by the Buyer or has been rejected by GLOBALWORX, the Buyer may either withdraw from the Purchase Agreement due to defective delivery of products following the law reduce payment and demand reimbursement or recovery of unnecessary incidental expenses.
11.7. Unless agreed otherwise in the order confirmation, the statutory limitation for the warranty claim for the delivery item is for:
11.7.1 New items as part of the particular product (TEMPegg® and TEMPlink®): 24 Months
11.7.2 Used items and repairs performed in the respective scope of the repair: 12 months from the time of local installation.
11.8. Parts of the particular products which are proven to be defective and which are included in the afore-mentioned warranty must be forwarded immediately to GLOBALWORX, however, at the latest within one week after the delivery and installation, together with a description of the problems which have occurred and the presumed causes of the problems.
11.9. GLOBALWORX will inform the Buyer about the completion of the complaint procedure and about its outcome in a written form under which is also considered an e-mail within 21 days of receipt of the defective product.
12. Liability for Defects
12.1. For all purchase contract violations, GLOBALWORX's liability is limited to cases of unlawful intent and gross negligence.
12.2. The GLOBALWORX's maximal sum of liability is always limited to the value of the sold Products and Services.
12.3. The Buyer does not have any claim to the replacement of damages which have not occurred on the product itself, in particular the liability for production downtimes, loss of use, lost profits, and for all other indirect or direct damages are excluded.
13. Force Majeure
No contract violation, nor obligation to pay damages, applies if one of the Parties is prevented from fulfilling its obligation due to cases of force majeure, in particular, due to laws, regulations, decrees or other official measures, fire, storm, floods, strikes or other industrial disputes, a lack of, or inability to procure, raw materials, fuel, electricity, or means of transportation.
14.1. Confirmed Orders can only be cancelled with the written consent of GLOBALWORX. The Buyer must bear the costs arising from the cancellation as well as any price increases incurred through the reduction of the ordered amount.
14.2. Confirmed Orders can only be partially cancelled following the written consent of GLOBALWORX. The Buyer must bear the costs arising from the partial cancellation, as well as from customized work performed on a standard article such as calibration work, or which still needs to be performed to return the standard article to its original condition, and any price increases incurred through the reduction of the ordered amount.
14.3. Confirmed partial Orders can also only be partially cancelled with the written consent of GLOBALWORX. If the incomplete Orders are not released during the agreed period, GLOBALWORX shall have the right to release the partial orders and arrange the corresponding invoicing itself.
14.4. GLOBALWORX reserves the right to cancel the Order or its part if due to the unavailability of the specific parts of the particular product or service to be delivered due to not able to supply the Goods to the Buyer in the term determined upon this GTC. If such a case occurs, GLOBALWORX shall immediately inform the Buyer to reach agreement on further process.
14.5. If the Buyer has partially or fully paid the price for the ordered products, GLOBALWORX shall refund it within 21 days from the legal force of the cancellation on the bank account of the Buyer or to the Buyer's address.
15. Data Protection
15.1. GLOBALWORX should treat the Buyer's data with due care and comply with the stringent data protection laws.
15.1.1. GLOBALWORX may collect and proceed personal data of the Buyer that is a natural person - consumer, requested for the registration on the server to fulfil the service contract as defined in the product. In particular, the following data shall be asked: first name, last name, address of residency including ZIP code, phone number and e-mail address. If the Buyer is a legal entity, it has to provide GLOBALWORX namely the following data: business name, registered seat including ZIP code, business identification number, contact person, phone number and e-mail address.
15.1.2. By confirming the Order, the Buyer confirms that agrees with the personal data processing by GLOBALWORX for their holding in the respective information system of GLOBALWORX for the registration and marketing needs, namely for sending information about new products and services, bonuses, discounts, benefits and for their liquidation. The approval is granted for an indefinite time and maybe any time cancelled by the Buyer.
15.1.3. GLOBALWORX shall not publish the proceeded personal data of the Buyers being consumers, nor shall provide them to any third subject with the exclusion of external transporters, external accountants, legal advisors.
15.1.4. The Buyer is obliged to provide GLOBALWORX with the correct, accurate and complete personal data and to update them, if necessary.
16. Applicable Law and Jurisdiction
16.1. These General Terms and Conditions are subject to German law.
16.2. Place of fulfilment is the seat of individual location GLOBALWORX subsidiaries.
17. Legally Binding Version and Miscellaneous
17.1. These General Terms and Conditions have been written in the English language.
17.2. If one or more of the provisions of these General Terms and Conditions should prove invalid, this shall not affect the validity of the other provisions.
17.3. GLOBALWORX may assign its rights and obligations under these GTC to a third party without the consent of the Buyer.
17.4. Unless stipulated otherwise by the mandatory law, all disputes arising out, or in connection with this GTC, shall be finally settled by the relevant courts having jurisdiction.
18. Final Provisions
18.1. These General Terms and Conditions come into the legal force on 15. March 2020
18.2. GLOBALWORX reserves the right to unilateral modification or amendment of these GTC. The change of the terms and conditions is valid towards the Buyer by the moment of their publishing on the GLOBALWORX's web page www.globalworx.eu
18.3. By sending the Order, the Buyer confirms that has read this GTC, agrees with them on the whole extent and is obliged to observe them.
Sasbach 15th March 2020