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These general terms and conditions apply to all business relationships between Industrial Container Supply & Services Ltd, Montrose House Ffordd Corwen, Treuddyn, Mold, Flintshire, CH7 4LF represented by its managing director: Mr. Mark Drury (here in after referred to Industrial Container Supply & Services Ltd) and the customer in the version valid at the time the contract was concluded, insofar as the contracts are not concluded via the Internet shop. Conflicting general terms and conditions of the customer are hereby expressly contradicted. Subsidiary agreements must be in writing.
b) Conclusion of contract
The contract is concluded individually from the order and acceptance. The offers of Industrial Container Supply & Services Ltd are initially subject to change and non-binding and only the customer's order constitutes an offer. Unless a different binding period has been agreed, Industrial Container Supply & Services Ltd can do this within 5 days after receipt of the order by e-mail, by fax, by post or by sending the goods. With the acceptance a contract between the Inox container GmbH and the customer comes off.
Unless otherwise agreed, delivery “ex works” or “ex warehouse” is agreed. The goods are only insured against transport damage if expressly requested and at the expense of the customer. Unless a special agreement has been made, the goods will be dispatched at the discretion of Industrial Container Supply & Services Ltd without liability for the cheapest shipping method. Industrial Container Supply & Services Ltd is entitled to have the contract or parts of the contract fulfilled by third parties.
b) partial deliveries
Industrial Container Supply & Services Ltd is entitled to partial deliveries if this is reasonable for the customer. In the case of partial deliveries, however, the customer does not incur any additional shipping costs.
c) Delivery and service delays
Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events, which cannot be prevented even with the upmost care by Industrial Container Supply & Services Ltd (this includes in particular strikes, official or court orders and cases of incorrect or improper self-delivery despite the relevant hedging transaction), Inox Container GmbH is not responsible for this. They entitle Industrial Container Supply & Services Ltd to postpone the delivery for the duration of the impeding event.
In the event of non-availability for the aforementioned reasons, Industrial Container Supply & Services Ltd can withdraw from the contract. Industrial Container Supply & Services Ltd undertakes to inform the customer immediately about the non-availability and to immediately reimburse any consideration already paid.
e) Default of acceptance
If the customer is in default with the acceptance of the ordered goods, Industrial Container Supply & Services Ltd is entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages due to default or non-performance. During the delay in acceptance, the customer bears the risk of accidental loss or accidental deterioration.
f) Delivery times
Unless a fixed commercial transaction has been expressly agreed, the specified delivery times are non-binding and presuppose that all technical questions have been clarified.
a) Prices and shipping costs
Mixer/Vessel prices quoted are ex-works from our Germany Manufacturing Plant, unless specified otherwise.
Prices of goods purchased in Euros have been converted into pounds Sterling, any variation in the exchange rate will be taken into account at the time of order and prices recalculated at the rate prevailing at the time of order.
All prices do not include VAT and the separately shown costs for packaging and shipping unless collection by the customer at the registered office of Industrial Container Supply & Services Ltd Mold has been agreed.
b) Late payment
The customer is in arrears with payment if payment is not received by Industrial Container Supply & Services Ltd within four weeks of receipt of the invoice, unless otherwise agreed. In the event of overdue payment, interest will be charged at a rate of 9 percentage points above the base rate of the Barclays Bank. If the customer is in arrears with his payments, Industrial Container Supply & Services Ltd reserves the right to charge reminder fees of 25 pounds. The assertion of further compensation for damages remains unaffected. The customer has the opportunity to prove that Industrial Container Supply & Services Ltd has suffered no damage or less damage.
c) Right of retention
The customer is only entitled to assert a right of retention for counterclaims that are due and are based on the same legal relationship as the customer's obligation.
d) price adjustment
In the case of contracts with an agreed delivery time of more than four months, Industrial Container Supply & Services Ltd can increase the prices according to the cost increase that has occurred, in particular due to collective agreements or increases in material prices. If the increase is more than 5% of the agreed price, the customer has the right to terminate the contract.
c) Special regulations for work contracts
If there is a work contract, the remuneration is due upon acceptance of the work. It is equivalent to acceptance if the customer does not accept the work within 14 days, although he is legally obliged to do so. However, the prerequisite is that Industrial Container Supply & Services Ltd has expressly set the customer this deadline for acceptance in the event of acceptance.
If Industrial Container Supply & Services Ltd individually fits works into the customer's building and thus firmly connects them to it, Industrial Container Supply & Services Ltd is entitled, after notification of completion, to demand an advance payment of 80% of the total price.
In the event that the agreed work cannot be completed through the fault of the customer, Industrial Container Supply & Services Ltd is nevertheless entitled to the full agreed remuneration.
§ 4 Responsibility of the customer
a) Content of the customer order
The customer is solely responsible for the content and correctness of the data and information transmitted in the case of a customer order. As far as Industrial Container Supply & Services Ltd according to the customer's data, drawings, specifications, samples, etc., the customer assumes the risk of suitability for the intended purpose. The same applies if the customer provides inaccurate or incomplete data and as a result the goods deviate from the quality required by the customer. This deviation does not represent a defect. In these cases, the responsibility for suitability for the intended use lies with the customer. If it turns out in the course of the provision of services that the intended use cannot be guaranteed with the data or information provided by the customer and on which the order was placed, Industrial Container Supply & Services Ltd will make the necessary adjustments at the customer's expense,
The customer undertakes not to transmit any data whose content infringes the rights of third parties or violates existing laws. By transferring data to Industrial Container Supply & Services Ltd, the customer confirms that he has complied with the copyright regulations. The customer indemnifies Industrial Container Supply & Services Ltd from all claims asserted against Inox Container GmbH by third parties due to such violations. This also includes reimbursement of the costs of necessary legal representation.
c) data backup
The customer is jointly responsible for securing the information sent. Industrial Container Supply & Services Ltd cannot be held responsible for the loss of information sent by the customer, since Industrial Container Supply & Services Ltd does not assume any general data backup guarantee.
d) Duty to cooperate
It is the customer's responsibility to support Industrial Container Supply & Services Ltd in every respect in the provision of services. This applies in particular to the provision of relevant documents, data and information.
5 Retention of title
The goods, works and materials supplied by Industrial Container Supply & Services Ltd remain the property of Industrial Container Supply & Services Ltd until all current and future claims from the business relationship have been fulfilled. The customer must always treat the items subject to retention of title with care. The customer assigns a claim or compensation that he receives for the damage, destruction, or loss of these items to Industrial Container Supply & Services Ltd. Unless otherwise agreed below, the customer is not entitled to give away the items delivered to him under retention of title, to pledge them or to assign them as security.
b) Seizure and other impairments
If the item subject to the retention of title is seized or otherwise impaired by third parties, the customer must inform Industrial Container Supply & Services Ltd immediately so that a lawsuit can be filed in accordance. If the third party is not in a position to reimburse the court and out-of-court costs of a lawsuit in accordance with, the customer is liable for the loss incurred by Industrial Container Supply & Services Ltd.
The customer is entitled to resell the reserved goods in normal business transactions. The customer already assigns the claims of the customer from the resale of the reserved goods to Industrial Container Supply & Services Ltd in the amount of the agreed final invoice amount (including sales tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. This does not affect the authority of Industrial Container Supply & Services Ltd to collect the claim itself. However, Industrial Container Supply & Services Ltd will not collect the claim as long as the customer meets his payment obligations from the proceeds received,
d) transformation, treatment and processing
The treatment and processing or transformation of the purchased item by the customer is always carried out in the name of and on behalf of Industrial Container Supply & Services Ltd. In this case, the customer's expectant right to the purchased item continues with the transformed item. If the purchased item is processed with other items not belonging to Industrial Container Supply & Services Ltd, Industrial Container Supply & Services Ltd acquires co-ownership of the new item in proportion to the objective value of the purchased item from Industrial Container Supply & Services Ltd to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that that the customer transfers proportionate co-ownership to Industrial Container Supply & Services Ltd and keeps the resulting sole or co-ownership for Industrial Container Supply & Services Ltd. To secure the claims against the customer, the customer also assigns such claims to Industrial Container Supply & Services Ltd that accrue to the customer against a third party through the connection of the reserved goods with a property; of Industrial Container Supply & Services Ltd already accepts this assignment.
In the event of breach of contract by the customer, in particular default in payment, but also in the event of an application for insolvency proceedings against the customer's assets, Industrial Container Supply & Services Ltd is entitled to take back the item. In this case, taking the item back does not constitute a withdrawal from the contract, unless Industrial Container Supply & Services Ltd expressly declares this in writing.
f) Insurance of the reserved goods
Industrial Container Supply & Services Ltd is entitled to insure the goods subject to retention of title against risks of all kinds at the expense of the customer, unless he can prove that he has taken out such insurance after being requested to do so. Claims from this insurance are assigned in advance to Industrial Container Supply & Services Ltd in the amount of the claim upon conclusion of the respective contract. Industrial Container Supply & Services Ltd is entitled to notify the insurer of the assignment.
g) Release of Collateral
If the value of the securities exceeds the value of the secured claims by more than 10 percent Industrial Container Supply & Services Ltd is obliged to release securities of its own choice at the request of the customer.
a) Warranty claim
Statutory warranty rights exist. A warranty claim can only arise with regard to the properties of the goods, reasonable deviations in the aesthetic properties of the goods or due to model, construction and material changes in the course of technical progress are not subject to the warranty claim. Product images are for illustrative purposes only and do not represent any guarantee of the quality of the goods.
b) Obligation to give notice of defects
The customer must report obvious defects in writing immediately after receipt of the goods and hidden defects immediately after their discovery; Otherwise, the assertion of warranty claims is excluded. Deadline is sufficient for the timely dispatch. The customer bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the notice of defects.
c) Passing of risk
The risk of accidental loss or deterioration of the item passes to the customer when the item is handed over to the person responsible for transport, but no later than when it leaves the Inox Flaschen GmbH factory or warehouse. This also applies if "carriage paid" has been agreed, in the case of partial deliveries, if the customer collects the goods himself or if they are delivered by Industrial Container Supply & Services Ltd itself. Warranty claims expire within one year after the transfer of risk determined in this way.
d) supplementary performance
In the event of a defect, Industrial Container Supply & Services Ltd will, at its own discretion, provide supplementary performance in the form of remedying the defect or delivering a new product. If defects are not remedied even after two attempts at rectification, the customer is entitled to withdrawal or reduction. In the event of an insignificant defect, the customer is only entitled to an appropriate reduction in the purchase price, excluding the right of withdrawal.
f) Compensation for defects
No guarantee is given for damage caused by improper handling or use of the goods. Liability for damages for defects and consequential damages is only accepted in accordance with the provisions made in clause seven.
g) Warranty for used goods
Used items are excluded from the guarantee. This does not exclude liability for damage resulting from injury to life, limb or health. The provisions of the Product Liability Act also remain unaffected.
In so far as Industrial Container Supply & Services Ltd has given a quality and/or durability guarantee with regard to the goods or parts thereof, it is also liable within the scope of this guarantee. However, Industrial Container Supply & Services Ltd is only liable for damage that is due to the lack of the guaranteed quality or durability, but does not occur directly on the goods, if the risk of such damage is clearly covered by the quality and/or durability guarantee.
a) Exclusion of liability Industrial Container Supply & Services Ltd and its legal representatives and vicarious agents are only liable for intent or gross negligence. In the event of a grossly negligent breach of non-essential contractual obligations, Industrial Container Supply & Services Ltd is only liable to the amount of the foreseeable, direct average damage that is typical for the contract.
In so far as essential contractual obligations (and consequently those obligations whose compliance is of particular importance for the achievement of the purpose of the contract) are affected, liability is also assumed for slight negligence. The liability is limited to the foreseeable, contract-typical, immediate average damage.
b) Reservation of Liability
The above exclusion of liability does not apply to liability for damage resulting from injury to life, limb or health. The provisions of the Product Liability Act remain unaffected by the disclaimer.
8 Final Provisions
The exclusive place of jurisdiction for all legal disputes arising from this contract is agreed to be the registered office of Industrial Container Supply & Services Ltd if the customer is a merchant, a legal entity under public law or a special fund under public law or if the customer does not have a place of jurisdiction in the United Kingdom.
b) Choice of Law
In so far as there are no mandatory legal provisions according to the customer's home law, English law shall apply to the exclusion of the UN Sales Convention.
c) Severability Clause
The invalidity of individual provisions does not affect the validity of the remaining general terms and conditions.