Abertax Technologies Ltd
Terms and Conditions of Sales and Delivery
These are the Terms and Conditions of Sales and Delivery stipulated by Abertax Technologies Ltd, hereafter referred to as ABERTAX.
These terms were last updated in January 2019.
1. Applicability of these Terms and Conditions
1.1 All ABERTAX sales and deliveries of products and services are governed exclusively by these Terms and Conditions of Sales and Delivery unless otherwise agreed with ABERTAX in writing.
2. Offer and Conclusion of Contract
2.1 ABERTAX offers are binding only when confirmed by written contract. Any change of contract or other declaration has to be in writing to become legally binding. Authentic facsimile declarations are considered equal to written declarations.
2.2 Drawings and technical data require ABERTAX confirmation in writing to be binding; email communication is not sufficient.
3. Prices
3.1 ABERTAX price offers are valid for thirty days (or for any other duration indicated in the offer) as of their date. Prices quoted by, or agreed with, ABERTAX are net prices and are to be paid plus applicable VAT or equivalent taxes.
3.2 ABERTAX merchandise prices apply ex works Malta and include packaging. Further cost like freight charges, transport insurance and customs duty are to be covered by the customer. Whenever such further cost is prepaid by ABERTAX the customer will be invoiced for it normally together with the invoice for the respective merchandise. Unless the customer fully paid in advance for merchandise and instructs ABERTAX to the contrary, ABERTAX will be entitled to buy transport insurance in the name of the customer for merchandise to be delivered to him. Until the customer paid in full for the merchandise, including shipping cost and transport insurance, only ABERTAX will be entitled to claims against the transport insurance company for loss or damage of merchandise sent to the customer. This reservation will be part of any transport insurance contracted by ABERTAX in the name of customers.
3.3 A handling fee of 15 € applies for orders valued below 150 €
4. Delivery and Performance Period
4.1 Dates and periods indicated by ABERTAX are approximate unless otherwise agreed.
4.2 Delivery periods begin on the date of ABERTAX order confirmation. Delivery periods will be reasonably extended by ABERTAX when a delay is caused by circumstances beyond ABERTAX control (interference with operations, strike, delayed supply of raw materials etc.). In such cases no damage may be claimed from ABERTAX nor do they give cause to cancel the contract.
4.3 ABERTAX will be entitled to cancel the contract if and to the extent delivery as agreed is delayed permanently and/or for reasons beyond our control.
4.4 ABERTAX will be entitled to fulfil an order by a single shipment or by several part shipments unless otherwise agreed.
5. Warranty
5.1 ABERTAX warrants for a period of twelve months as of delivery date that their products are delivered in accordance with agreed or implied specifications, described in the product description of each product and service. Special warranty conditions apply for ABERTAX LICENCE and WEB SERVICES AGREEMENT for Online Battery Monitoring.
5.2 This warranty is void if ABERTAX operating and maintenance instructions are not complied with, or the ABERTAX product was altered or used in any way not specified or recommended by ABERTAX.
5.3 Customers are obliged to communicate to ABERTAX in writing within one week as of delivery if, and in which way, quality or quantity of a delivery falls short of the applicable agreement. Customers are also obliged to take and inspect random samples of each delivery. Defects impossible to discover by such random inspection must be communicated to ABERTAX immediately after discovery.
5.4 Products recognized as defective by ABERTAX will be repaired or exchanged at no cost for the Customer during the warranty period or the Customer will be credited respectively. Any further warranty claims, in particular, but not limited to, claims to compensate for consequential damage are excluded. The Customer may, however, cancel the contract or claim a price reduction if and to the extent repair or replacement of faulty ABERTAX products fail.
5.5 ABERTAX products which the Customer finds faulty, and for which he claims warranty, must be made available to ABERTAX for inspection.
5.6. CUSTOMER is obliged to contract an appropriate product liability insurance covering all ABERTAX products marketed by CUSTOMER. The insurance is to cover all cost related to a faulty product, including the cost for a necessary recall of a faulty Abertax product; a copy of the insurance document shall be made available to ABERTAX as soon as the insurance is activated; CUSTOMER shall immediately inform ABERTAX in case the insurance is terminated, or its terms and conditions are changed.
5.7. Travel costs, that are not covered by the warranty claims in the Terms and conditions of delivery and sales (e.g. training, consultancy, etc.) will be charged with 800 Euro per day plus flight and accommodation cost.
6. Retention of Title
6.1 Goods delivered by ABERTAX shall remain ABERTAX property until the price for these goods, including cost of packing and transport, and previous deliveries is paid in full. This retention of title is not affected by any installation, transformation or combination of goods delivered by ABERTAX. The Customer at no cost will hold goods still owned by ABERTAX Technologies due to outstanding payment, for ABERTAX.
6.2 The Customer will be entitled to process and sell the reserved goods in his ordinary course of business as long as he is not in default. The Customer, here and now, assigns to ABERTAX, as security, full claims arising from resale or for any other legal reason with respect to the reserved goods. ABERTAX will release the assigned claim in case that the amount of the claims assigned in advance exceeds the secured claim by more than twenty per cent (20%). We provide a revocable right for the Customer to collect claims assigned to us in his own name, for our account, provided that the customer acts in compliance with the contract. At our request, the Customer shall, however, disclose the assignment and provide to us the necessary information and documents enabling ABERTAX to collect claims assigned to ABERTAX.
6.3 In case of third-party access to reserved ABERTAX goods the Customer is obliged to refer to our ownership and notify us immediately. The costs thereof shall be borne by the Customer.
6.4 In the event the Customer acts contrary to the contact, in particular, but not limited to, delay or default in payment, ABERTAX will be entitled to repossess the reserved goods at the customer’s cost and expense or, as the case may be, to claim assignment of the purchaser’s claims for return against third parties. Repossession or attachment of the reserved goods by us shall not imply cancellation of the contract. ABERTAX will return to the customer repossessed goods once he paid for the goods in full.
7. Payment for Hardware
7.1 Unless otherwise agreed upon, ABERTAX invoices shall be payable as follows:
- Prepayment for the first 3 (three) deliveries to a new customer prior to delivery of the ordered products.
For the following deliveries invoices shall be payable as follows: - For orders less than 5,000 (five thousand) Euro with 30 days credit after date of invoice
- For orders worth more than 5,000 (five thousand) Euro with 50% of the total amount on order and 50% at 30 days after date of invoice
- If the total amount payable of all invoices exceeds the individual credit limit, the final 50% will be payable on delivery until it falls below the credit limit.
7.2 ABERTAX will be entitled, despite any indication to the contrary by the Customer, to offset payments first against the Customer’s older debts. In the event that costs, and interest have already accrued, ABERTAX will be entitled to offset payments firstly against costs and then against interest and finally against principal claim.
7.3 If a Customer fails to meet his payment obligations, ABERTAX will be entitled to charge interest on the outstanding balance at a rate equal to the rate charged by the commercial banks for open current account credits, but not less than, six per cent (6%) above the discount rate of the Bank of Malta plus legal charges.
7.4 If a Customer fails to meet his payment obligations, in particular, fails to honour his cheques or stops payments or if we obtain knowledge of other circumstances which render his creditworthiness doubtful, ABERTAX will be entitled to claim payment of the total debt balance even if we accepted cheques. In such case, ABERTAX may choose to claim advance payment or provision of security.
7.5 The Customer will be entitled to offsetting or retention only if and when the counterclaims are uncontested or res judicata.
7.6 ABERTAX reserves the option to agree with new and so far, unknown customers on delivery against advance payment or cash on delivery.
8. Payment for ABERTAX OBM Licence and Web Service
8.1 Subscription to the ABERTAX OBM Licence and Web Service (in the following referred to as OBM Data Services) as described in the ABERTAX LICENCE and WEB SERVICES AGREEMENT for Online Battery Monitoring is valid for at least 12 months and is a prepaid service.
8.2 Unless otherwise agreed in writing, the initial subscription payment is calculated from delivery date until the end of the following quarter. i.e. in January, the first charge for the subscription shall be made until March 31st, as a first prepayment for up to 3 months. The following payments are due to be paid at the end of each following quarter.
8.3 The subscription will be automatically renewed for additional 12-month periods, unless it is cancelled by either party with, at least, a written 90-day notice received prior to the end of the current contract period.
8.4 No repayment is made of the pre-paid subscription, even if cancelled earlier than the end of the pre-paid period.
8.5 ABERTAX reserves the right to invoice additional costs for the subscription if an SIM card is used outside the OBM.
9. Cancellation by Customer
9.1 Any cancellation of an order shall require ABERTAX consent in writing.
9.2 Any such agreed cancellation involves a cancellation fee of 5 % of the cancelled order value but not less than 10 € to be paid by the customer to cover administrative cost.
9.3 Warranty claims of the customer pursuant to para. 5 shall remain unaffected.
10. Design Change
ABERTAX reserves the right to make design changes during the period between order and delivery of goods without obligation to apply same changes to prior deliveries. If and to the extent that the Customer cannot reasonably be expected to accept such product changes, he may cancel the contract. Such cancellation must be communicated in writing to ABERTAX within fourteen (14) days after the customer obtained knowledge of the change.
11. Restriction of Liability
Any damage claims against ABERTAX shall be limited to cases of damage caused intentionally or by gross negligence.
12. Applicable Law, Place of Jurisdiction, Partial Invalidity
12.1 These Terms and Conditions of Sales and Delivery and any further legal relations between ABERTAX and the customer, shall be governed by the laws of the Republic of Malta excluding the conflict of law rules. The application of the UN Sales Convention shall be excluded.
12.2 In the event that court proceedings cannot be avoided the exclusive place of jurisdiction for any and all disputes arising directly or indirectly from the contractual relationship shall be Malta.
12.3 If any part of these Terms and Conditions of Sales and Delivery of goods and services or any provision in a contract based on these Terms and Conditions is considered invalid by a competent court the rest of these Terms and Conditions or of the contract shall remain unaffected and applicable.