General Terms of Sale and Delivery

​

1. Scope of Application

​

All sales, deliveries and services (hereinafter collectively referred to as "Services") of Quad Star Limited (UK) and its affiliated companies based in United Kingdom, Hong Kong and Hungary are exclusively subject to the following General Terms of Sale and Delivery (GTSD). General terms and conditions of the customer, which deviate from these General Terms of Sale and Delivery or from the law will not be accepted, and they will also not become part of a contract if Quad Star accepts or executes orders from the customer in awareness of the customer's opposing or deviating terms and conditions of business.

 

2. Subject Matter and Scope of Services (Offers, Samples, Guarantees, Conclusion of Contracts)

​

2.1 All offers of Quad Star are non-binding and without engagement unless specifically agreed otherwise. Contracts shall be deemed concluded only after Quad Star has issued a written order confirmation, effected delivery of the goods ordered or performed the Service. Quad Star shall be generally under no obligation to verify the correctness of the information provided by the customer upon which Quad Star's offer or order confirmation is based, and Quad Star shall also not be obligated to investigate if the execution of the customer's order based on such information infringes any third-party property rights. The customer will be advised of all risks which are identified by Quad Star.

2.2 The data and information included in data sheets, brochures and other promotional and information material of Quad Star serve solely as a guideline and become a binding part of a contract only upon the express written consent of Quad Star.

2.3 Characteristics and properties of samples are only binding if expressly so agreed.

2.4 Information about the quality, condition and (shelf-) life of products shall be deemed to be guaranties only if expressly designated as such. The same applies to the assumption of a procurement risk.

2.5 Unless otherwise agreed in writing, Quad Star will deliver products within the tolerances admissible under the relevant German or European technical standards, in particular DIN, VDE, EN ISO or similar standards.

2.6 Technical changes which are required for manufacturing reasons, or which are necessary due to legislative changes, or which serve the product update and maintenance, shall be admissible if they are reasonable for the customer.

 

3. Delivery, Delivery Periods, Packaging, Passing of the Risk

​

3.1 The type and scope of Quad Star's Services and the delivery periods are determined by the written order confirmation of Quad Star. Quad Star shall be entitled to the partial performance of Services if this is reasonable for the customer.

3.2 The delivery period commences to run only after all issues which are essential for the performance of the contract have been clarified with the customer and after the customer has performed all essential acts incumbent on him which are required for the performance of the contract by Quad Star. In particular, the delivery period does not commence to run until Quad Star has received all information from the customer which is required to effect delivery, or until the customer has furnished proof that, if required, he has opened a letter of credit, effected prepayment or provided a security, as agreed in the contract. The delivery period will be interrupted by subsequent changes requested by the customer. After agreement about the desired changes have been achieved, the delivery period re-commences to run.

3.3 Acts of God, labour disputes, riots, governmental acts and similar circumstances beyond the control of Quad Star (force majeure) release Quad Star from its obligation to perform a contract for so long as and to the extent that the effects of such force majeure circumstances persist. This applies also if such force majeure circumstances occur to sub-suppliers of Quad Star or if they occur at a point in time at which Quad Star has already been in default. Quad Star will inform the customer of the commencement and of the end of such hindrances to the performance of the Services without delay.

3.4 Unless otherwise agreed, Quad Star delivers "FOB" (Incoterms 2020).

3.5 The price risk (i.e. the risk of accidental loss or accidental deterioration) shall pass to the customer at that point in time at which the goods are placed onto the truck/ship/airplane at the customer's disposal at the factory/harbour/airport from which delivery is effected, even if Quad Star has accepted to perform additional services such as transportation of the goods.

3.6 If the performance of a Service is delayed for reasons within the customer's responsibility, the risk shall pass to the customer upon receipt of a notification that the Service is ready to be performed. In such case, Quad Star will be permitted to invoice the goods to the customer as having been delivered, and to store the goods at the customer's cost and risk. Upon request of the customer, Quad Star will insure these goods against theft and damage from breakage, transport, fire and water at the customer's cost.

 

4. Prices, Payment, Default

​

4.1 The prices quoted by Quad Star are exclusive of import duty, environmental taxes and Value Added Tax.

4.2 Unless otherwise agreed, invoices are due for payment immediately upon receipt and without any deductions. The customer agrees to the electronic transmission of the invoice. All payments by the customer must be made into the account named by Quad Star. Quad Star will always inform the customer about a change of the payment account by letter (not by e-mail) and at least one month in advance. The customer shall be obligated to have the change of the payment account confirmed by a telephone call to a contact person at Quad Star known to the customer (at a telephone number already known to the customer). Quad Star shall not be liable for erroneous bank transfers by the customer or for the manipulation of bank data by third parties. Payment is deemed to have been made once the amount has been credited to Quad Star's account.

4.3 Quad Star is entitled to charge interest for default in payment at a maximum rate of eight (8) percentage points above the applicable base rate p.a. The right to furnish proof of a higher or further damage caused by default remains reserved.

4.4 Quad Star shall not be obligated to perform the contract for so long as the customer fails to perform his own obligations according to contract, including his obligations from other contracts with Quad Star and, in particular, if the customer defaults in the timely payment of invoices due.

4.5 The customer may offset counterclaims or withhold payment based on such counterclaims only if such counterclaims are uncontested in writing or non-appealable.

4.6 If the customer is in default of payment or if there are circumstances which, when applying customary banking standards, justify doubts about the customer's ability to pay, Quad Star will be entitled to perform outstanding Services only against payment in advance or subject to the provision of a security. In such case, Quad Star will be permitted to declare all of its claims against the customer immediately due for payment, irrespective of the term of any bills of exchange, and demand securities.

4.8 If, despite a reasonable time limit, a Service which is ready for acceptance is not fully accepted or is accepted too late through no fault of Quad Star, Quad Star will place the goods in storage at the customer's cost and risk. For such storage Quad Star will charge 0.5% of the invoice amount for each month of the delay in acceptance.

 

5. Warranty, Liability

​

5.1 Slight deviations from the agreed or standard quality do not constitute a defect in a product or Service. General information on the use of a product or examples for the application of a product given by Quad Star in product brochures or other advertising media do not release the customer from a careful inspection of the delivered product for its fitness for the customer's particular purpose of use. The customer's special requests regarding the particular use of a product shall only be authoritative if Quad Star has confirmed to the customer in writing at the time of conclusion of the contract that the product delivered is fit for the customer's intended purpose of use.

5.2 The customer shall notify Quad Star within 3 business days of all claims for defects which are asserted by his own customers and which relate to Services of Quad Star, otherwise the customer's claims for defects against Quad Star will be excluded. In addition, the customer shall preserve evidence in the requisite form and provide such evidence to Quad Star. Quad Star may reclaim from the customer a product complained of as defective (including any existing supporting documents, samples and user manuals) for investigation of the defect. The customer's failure to comply with this reasonable request will result in the exclusion of the customer's claims for defects or incompleteness of Service. The same applies to any claims for defects which are asserted against the customer by his own customers and which relate to Services of Quad Star.

5.3 For defects in a product, Quad Star' obligation to perform the contract shall, at its choice, consist of subsequent performance by remedy of the defect or delivery of a fault free product. The customer will be entitled to cancel the contract or to reduce the purchase price in accordance with the statutory provisions only if the subsequent performance by Quad Star has failed twice or is unreasonable and the defect complained of is not merely a minor defect. Claims for damages are governed by the provisions in clause 5.6 hereof.

5.4 The compensation of any loss or damage is excluded if and to the extent that such loss or damage is caused by the improper use, modification, assembly, installation, storage and/or operation of the products of Quad Star and not by a fault on the part of Quad Star.

5.5 Any and all claims against Quad Star from the express assumption or acceptance of a guarantee, warranty or a procurement risk, or from the culpable injury to the life, body or health of any person, as well as any claims under the Product Liability Act and any other claims arising from a wilful or grossly negligent breach of duty by Quad Star become statute-barred in accordance with the statutory provisions. Above and beyond the foregoing, any

claims for material defects and defects of title become barred by the statute of limitations after twelve (12) months from the passing of the risk.

5.6 Quad Star will assume liability in cases where Quad Star has expressly assumed a guaranty/ warranty or a procurement risk, in the case of a culpable injury to the life, body or health of any person, for claims under the Product Liability Act, and for other wilful or grossly negligent breaches of duty by Quad Star. In the case of slight or ordinary negligence and damage to property or pecuniary losses caused thereby, Quad Star will assume liability only for its breach of essential contractual duties the performance of which is indispensable for the proper fulfilment of the contract and the performance of which the customer must be able to specifically rely upon; however, such liability of Quad Star is limited to the damage which is typical of the contract and which was foreseeable at the time of contracting.

5.7 The foregoing limitations of liability apply on the merits and in terms of amount also to Quad Star' legal representatives, agents and employees and/or other persons in Quad Star' services.

 

6. Reservation of Title

​

6.1 Quad Star retains title to all products delivered until the customer has fully satisfied all of his payment obligations from the business relationship with Quad Star. This applies also if payments are made in satisfaction of specially designated claims, including claims from cheques and bills of exchange, from open bills or current account.

6.2 The customer shall have the right to resell the goods subject to reservation of title during his ordinary course of business until revocation by Quad Star, which revocation may be declared at any time and without giving reasons.

6.3 The customer shall insure the goods subject to reservation of title at his own cost against all standard risks, in particular against fire, burglary and water hazards, handle these goods with care and store them properly.

6.4 In the event of a resale of the goods subject to reservation of title by the customer, the customer hereby immediately assigns to Quad Star the purchase price claims against his own customers arising from such resale. If the customer resells the goods subject to reservation of title together with other items not delivered by Quad Star, the foregoing assignment applies only in the amount of the value of the goods subject to reservation of title which is specified in the invoice of Quad Star. The assigned claims serve as security in the same scope as the goods subject to reservation of title. If an assigned claim is included in a current account, the customer hereby immediately assigns to Quad Star a balance which corresponds to such claim from current account. Quad Star hereby accepts the said assignment of claims.

6.5 The customer shall have the right to collect, within his ordinary course of business, the claims assigned to him by Quad Star until revocation by Quad Star, which revocation may be declared at any time and for no specific reason; this collection right becomes automatically extinct without revocation as soon as the customer defaults in any of his payments to Quad Star. If payment is made by direct debiting, the customer will ensure by prior agreement with his bank that the amounts received are exempt from the bank's lien and that he is at all times able to meet his obligation to transfer his proceeds to Quad Star. At the request of Quad Star, the customer will inform his own customers of the assignment of future claims to Quad Star and provide Quad Star with any and all information and documentation which is required for the assertion of these claims.

6.6 If the aggregate value of the securities existing for Quad Star exceeds the claims of Quad Star by more than 10%, Quad Star will release additional securities of its own choice at the request of the customer.

6.7 Above and beyond the foregoing, the customer is not entitled to make any dispositions in respect of the goods subject to reservation of title (liens, pledging of security interests) or other assignments in respect of the claims specified. In the event of an attachment or seizure of the goods subject to reservation of title, the customer will point out that these goods are the property of Quad Star and will notify Quad Star of such attachment or seizure without delay, also in writing.

6.8 If the customer is in default of payment and a grace period fixed by Quad Star has elapsed without payment being effected, Quad Star is entitled to take back the goods subject to reservation of title also if Quad Star has not rescinded the contract.

 

7. Import/Export

​

7.1 In the event that the import or export of the products or the fulfilment of any of Quad Star’ contractual obligations hereto, is directly or indirectly prevented, restricted or interfered with due to an export or import restriction, sanction, quota or prohibition, or failing to receive a necessary licence or consent (“Export Restriction”/“Import Restriction“), Quad Star shall, without incurring any liability, be excused from such performance to the extent and for the duration of such prevention, restriction or interference.

7.2 An Export or Import Restriction shall also be deemed to exist, if the fulfilment of Quad Star’ contractual obligations is not legally prevented, restricted or interfered with, but Quad Star or an affiliated company of Quad Star may be subject to civil or criminal sanctions due to national or international regulations, in particular export control regulations or other sanctions.

7.3 If the Export or Import Restriction prevents, restricts or interferes with the performance of Quad Star’ contractual obligations for a continuous period of more than three months, each party is entitled to terminate the respective purchase order(s), without incurring any liability in this respect, by giving written notice to the other party.

 

8. Choice of Law, Place of Performance, Place of Jurisdiction

 

8.1 These General Terms of Sale and Delivery and any agreement between Quad Star and the customer shall be governed by and construed in accordance with the laws of the United Kingdom.

8.2 The place of performance for the Services of Quad Star is the factory/works from which delivery is effected; the place of performance for the customer's payments is Quad Star Limited’s (UK) registered place of business.

8.3 The place of jurisdiction is the registered place of business of Quad Star Limited (UK). However, Quad Star shall be entitled to recourse in any court having jurisdiction as to the respective legal action under the laws of the United Kingdom or under the laws of the country in which the customer has his registered place of business.