Under this general conditions,
• “GLICE” is INNOVATIONAL, AG, a company duly incorporated under the laws of Switzerland, with registered domicile in Wesemlinstrasse, 40, 6006 Luzern, Switzerland.
• “BUYER” is the company acquiring the Products.
• The “Agreement” is the present contract, including specific and general conditions.
• “Products and Services” are all the products and services provided by GLICE.
• “Price List” is the list of prices approved by GLICE.
• “Installations” are full installations of GLICE ice rinks, made with the assistance of GLICE staff.
2. Orders, Delivery and Approvals
BUYER shall place orders for the Products in writing (“Purchase Order/s”), and shall send them to GLICE, either by means of facsimile or email. Any order received shall be considered as a unilateral commitment of purchase until confirmed by GLICE. In order to be regarded as a confirmed Purchase Order and cause binding effects, GLICE shall, upon receipt of the order duly signed by BUYER, confirm it by means of facsimile letter or e-mail sent to BUYER within three (3) working days (in Switzerland) after the notification of the Purchase Order.
Unless otherwise agreed, the Products shall be delivered to BUYER in conditions Ex Works (EXW) Lucerne, Switzerland or Barcelona, Spain (Incoterms 2010).at the Location to be determined by GLICE . GLICE. GLICE shall not be liable for damages, delay in delivery or any non-delivery since the moment it conveys the cargo to the freight agent duly appointed by BUYER. of any alleged faulty, defective or damaged
Upon receipt of every shipment at BUYER’s premises, BUYER shall immediately confirm to GLICE its arrival by means of a written notice and ensure that the supplied Products correspond to the Purchase Order that was passed.
GLICE shall be informed in writing of any divergences regarding amount and identity of ordered Products within ten (10) calendar days as from the arrival of the ordered Products. Failure to do so shall be interpreted as that the amount and specifications of the supplied Products match with the placed Purchase Order.
3. Characteristics of the goods
It is agreed that any information relating to the goods and their use, such as weights, dimensions, capacities, prices, colours and other data contained in catalogues, prospectuses, circulars, advertisement, illustration, Price List, shall not take effect as terms of the Agreement unless expressly referred to in the Agreement.
4. Rejection of goods. Defective goods
Except in the case of Products proved faulty, defective or damaged, BUYER shall not be entitled to return Products effectively ordered. In any of the above cases, BUYER shall, at its own expense, promptly dispatch to GLICE sample units of any alleged faulty, defective or damaged Products, or some other evidence of the alleged deficiency.
To the extent that GLICE’s examination or investigations lead to upholding BUYER’s claim, GLICE shall be entitled to either repair and resend the defective Products, or to replace the defective Products by delivery of non-defective Products. Likewise, GLICE shall compensate BUYER for any reasonable cost arising out of the shipment of the defective Products.
BUYER is responsible and liable for the Installation. Before the start of the Installation process, BUYER shall underwrite and maintain at all times, in force and fully paid, appropriate insurance policy in order to cover all risks and potential damages (including damages to third parties) arising from the Installation or from the use of the GLICE ice rink,such as injury claims for skating accidents. GLICE shall be deemed to be liable for damages only in the event that said damages are due exclusively to defects in the Products that were already existent at the time of delivery of the Products to BUYER, and always provided that said defects were hidden and could have not been perceived by BUYER.
6. Force Majure
A party will not be liable for failure to perform any obligation under this Agreement for so long as and to the extent that the failure is due to causes beyond its reasonable control such as, but not limited to,fire, flood, strike, labour dispute or other industrial disturbance, inability to obtain raw materials or other supplies, delay of carriers, lack of transportation facilities, curtailment of or failure to obtain fuel or electrical power, assertion by third parties of infringement claims or other grounds for enjoining performance hereunder, accident, war (declared or undeclared), embargo, blockage, riots, insurrection or governmental regulation.
The prices for Products shall be those contained in the current Price List. The list of prices contained does not include applicable taxes and tariffs, if any. GLICE shall provide BUYER with a list of prices simultaneously to the acceptance of this Agreement.
a. Except as otherwise determined by GLICE in writing, BUYER shall effect payment for the Purchase Orders in two (2) instalments: 1. 50% of the relevant invoice amount to be paid upon confirmation of the Purchase Order by GLICE; 2. 50% of the relevant invoice amount to be paid before the shipment of the goods.
b. For the avoidance of any doubts and eventual and possible inconsistencies in any of theparties’ commercial undertakings, “date of shipment” is to be understood as the date on which a given Purchase Order is leaving GLICE’s premises.
c. Should GLICE or the BUYER or the end client consider the necessity of a payment guarantee, it will be entitled to require BUYER to hand over a Confirmed Irrevocable Letter of Credit subject to the Uniform Customs and Practice of Documentary Credits published by the International Chamber of Commerce and issued by a first ranked bank with a maximum maturity of no longer than one hundred and twenty (120) calendar days. All costs arising from said Letter of Credit shall be paid by the BUYER or the end client.
4. Unless otherwise agreed by writing, every payment to GLICE shall be made in Euro by means of bank transfer (swift) to the following bank
I. Swift-Code: UBSWCHZH80A
II. Bank Name: UBS
III. Branch Office: Bahnhofplatz 2, 6002
IV. IBAN Nº: CH40 0024 8248 1066 9660 E
9. Retention of title
The Products shall remain the property of GLICE until the complete payment of the due amount, or as otherwise agreed.
10. Termination of the contract
In the event that any of the parties,
a) Becomes inactive, insolvent or file for liquidation or similar;
b) Is in default of its obligation to pay any taxes or customs or other duties;
c) Fails to make any payment in full on its due date pursuant to any Agreement, including, but not limited to this Agreement and any individual Agreement made pursuant thereto.
d) Incurs a breach of any obligation under this Agreement;
e) Assigns or transfers to third parties this Agreement or any or all of the rights and obligations contained in this Agreement, under any concept;
f) BUYER discontinues its business activities or is involved in a merger, spin-off, joint-venture or other corporate operation of the like by which any third party takes control of or simply enters into the share capital of BUYER;
g) BUYER damages the image of the Trademark; including, but not limited to selling the Products at prices below the Prices set forth in the list; unfair or misleading representations regarding GLICE or its Products; passing off; use of improper distribution channels; improper or immoral Product advertisement; dilution of GLICE’s trademarks, image, etc.; h) BUYER uses the Trademark for the commercialisation of any products that are not manufactured by GLICE or for any other purpose not undertaken in this Agreement;
And the aforementioned breaches are not cured within a term of seven (7) calendar days as from the date on which said issue is reported, then:
(1) this Agreement may be terminated at any time and with immediate effects by means of registered letter addressed to the other party.
(2) as a consequence thereof, any and all amounts which are payable by BUYER to GLICE under this Agreement or any individual agreement made pursuant hereto, and which have not become due, shall, automatically without notice become immediately due and payable with interest thereon up until the date of payment.
Both parties agree and undertake during the period of validity of this Agreement, and two (2) years thereafter, to maintain the confidentiality of its content, as well as the information that they possess and which derives from the relation agreed, with special attention to maintain in strict secret any information related to the know-how of the Products and of the parties. BUYER agrees to extend the above rules of Confidentiality to all its employees or any other person linked to the company that may gain access to such confidential information.
12. Governing law and jurisdiction
The validity, construction and performance of this Agreement shall be governed and construed in accordance with the provisions of Swiss law. The parties hereby expressly agree that all disputes arising out of this Agreement shall be settled by the Courts and Tribunals of the city of Lucerne (Switzerland).