Terms & Conditions
Scope The following Terms-Conditions are applicable only to merchants. Under the present agreement, “importer of record” is Paladin U.S.A., Inc. with registered offices in the State of Florida, U.S.A. “Purchaser” for the purpose of these Terms-Conditions is any customer who purchases the products of Paladin U.S.A., Inc. based on contractual agreement.
I. Conclusion of Agreement
1. Orders become binding only after the supplier has confirmed in written form the order, possibly in electronic form. Amendments and additions must be made in writing. The same applies to an amendment of this written form clause.
2. For ongoing business relationships, these Terms-Conditions shall also apply to future transactions recurring contracts which do not expressly make reference to them as long as they have been supplied to the purchaser for an order previously supplied by the supplier.
3. The supplier does not acknowledge Terms-Conditions of the purchaser contrary to deviating from these Terms-Conditions, unless otherwise agreed upon in writing. Terms-Conditions of the purchaser also do not apply should the purchaser at some time in the business relationship refer to the purchasers terms-conditions and supplier did not oppose them. The supplier fulfilled deliveries only under his own Terms-Conditions.
1. The supplier’s prices include FOB to the nearest shipping port, chosen by the buyer. Value-added tax (VAT) prevailing at the time the order is executed, import duties, taxes or similar charges, and delivery from port to buyer’s end destination costs are in addition. The buyer is responsible for making all the appropriate arrangements to insure and ship product from port to end destination.
2. If there is a significant change in major cost factors after submission of the tender or between confirmation of order and shipment, such as costs of energy, raw materials, wages, insurance and transport, the supplier and the purchaser will agree on an adjustment of prices.
3. If orders are placed without a price being given, they will be executed at the current prices.
III. Time of Delivery and Performance
1. The confirmation of order is applicable to the times of delivery and performance. The observation of agreed upon delivery and performance dates shall require that all technical matters have been clarified and payments or any other obligations of the purchaser have been fulfilled or will be fulfilled in due time. In the event technical matters have not been clarified and the purchaser has not fulfilled its obligations the period shall be adequately extended. The delivery deadline is considered to have been met if the goods have left the plants by the time of its expiry or readiness for shipment has been reported.
2. If an agreed delivery deadline is not met due to the fault of the supplier, the purchaser is entitled to cancel the contract after setting a reasonable period of extension. Cancellation is excluded if the purchaser is himself in default of acceptance. Further claims arising from direct or indirect damages are excluded.
3. Adequate partial deliveries as well as reasonable variation of order quantities up to plus/minus 10% will be deemed acceptable.
4. If the shipment is delayed at the request of the purchaser, the costs incurred for storage/handling will be charged to purchaser in addition beginning one month after readiness for shipment is announced.
5. Force majeure gives the supplier the right to either postpone delivery for the duration of the impediment and a reasonable start-up period or to rescind the part of the contract not performed, either in whole or in part. Strikes, lock-outs or unforeseeable circumstances, e.g., operational disruptions, are deemed to be the equivalent of force majeure if they make on-time delivery by the supplier impossible despite reasonable effort. The same applies if the impediments referred to above occur during default or at the facility of a sub-supplier. The purchaser can request the supplier to state within six weeks whether he wishes to rescind the contract or to affect delivery within a reasonable period of extension. If the supplier fails to make any such statement, the purchaser can rescind the part of the contract which has not been performed. The supplier will notify the purchaser immediately if a case of force majeure as described in sentence 1-3 occurs.
IV. Packaging, Shipment, Transfer of Risk and Delay in Acceptance
1. If not agreed otherwise, packaging, shipping method and shipping route are at the discretion of the supplier without a guarantee of the fastest and most economical conveyance.
2. Unless specified otherwise in the order confirmation, delivery ex works shall be agreed upon. Incoterms 2000 apply. Notwithstanding as stipulated before, the risk of shipping and expense are passing to the purchaser when the goods leave the supplied plants. If shipment is delayed for reasons for which the purchaser is responsible, the risk will pass to the purchaser as soon as notification of readiness for shipment is given.
V. Retention of Title
1. The deliveries remain the property of the supplier until all claims of the supplier against the purchaser have been met, even when the purchase price for a specific claim has been paid. With current accounts, reservation of title to deliveries (reserved goods) is deemed to be security for the balance owed to the supplier. If a bill of exchange liability of the supplier is created in connection with the payment of the purchase price, the retention of title will not expire until the purchaser as drawee has paid the bill of exchange.
2. Processing of goods by the purchaser may only be carried out by excluding acquisition of title on behalf of the supplier; the supplier becomes co-owner of the work in progress in the ratio of the net invoice value of his goods to the net invoice value of the finished goods, which serve as reserved ownership goods to secure the property claims of the supplier as per clause V. 1.
3. If the purchaser processes (combines/mixes) the supplier’s goods with other goods not belonging to the supplier, this will result in the co-ownership share of the new item being deemed to be the reserved goods in the sense of the present terms without, however, obligations accruing therefrom to the supplier under clauses 2 and 3.
4. The purchaser is only permitted to resell reserved goods in the course of his ordinary business operations and subject to the proviso that he also agrees on a reservation of title with his customers as per clause V. 1 to 3. The purchaser is not entitled to dispose of the reserved goods in other ways, in particular by pledging or assignment as security.
5. In the event of resale, the purchaser assigns to the supplier immediately until fulfillment of all his claims, all receivables and any other justified claims against the purchaser’s own customers in the amount of the value of the reserved goods with all subsidiary rights. The supplier accepts the assignment. At the supplier’s request, the purchaser must promptly provide the supplier any information and records required to assert the rights of the supplier and the customers of the buyer. 6. The supplier shall release the securities held by him to the extent value exceeds 20% of the claim to be secured. The supplier must be notified without delay of any attachment or seizure of reserved goods by a third party or securitization or assignments. The supplier is entitled to cancel the contract without written notice after notified about the aforementioned.
1. The confirmation of the order is relevant for the quality and finish of the products.
2. Notices of defects must be given without delay. If there are concealed defects, they must be noted immediately after discovery. In either case, warranty claims are subject to a time limitation of twelve months after transfer of risk, unless agreed otherwise.
3. Insofar as the delivery of the supplier within the period of the statute of limitation shows a material defect (hereinafter: defect), the cause of which already existed at the time of transfer of risk, then the purchaser in the direction of the supplier may claim subsequent fulfillment by repair on new delivery of respective products at the place of delivery. In the event of subsequent fulfillment twice-quoted fails then the purchaser at his direction is entitled to reduce the purchase price or to withdraw from the contract. Further claims, in particular the reimbursement of expenses, compensation of damage on account of defects of our consequential damage of interruption of operations as well as lost profits, are excluded.
4. Unauthorized reworking and improper handling will result in the loss of all claims for compensation based on defects. Normal wear and tear does not imply any rights to make warranty claims.
5. Clauses 1 to 5 apply correspondingly in the event of warranty in title.
Insofar as these Terms-Conditions do not provide for other liability clauses the supplier shall be liable only for directly caused to the purchaser as a result of defective supply, violation of official safety regulations or for any other legal reason attributable to the supplier only according to the following:
1. A liability for compensation does, in general, only exist in case the supplier was at fault when causing the damage.
2. In case the purchaser is liable under law, without any fault on his part, which liability can not be excluded with regard to third party claimants then the supplier shall hold the purchaser free and harmless of any claim to the extent he would himself be liable directly. Compensation between purchaser and supplier shall be settled by the principles of their contributory negligence with regard to a possible claim of the purchaser. This shall also apply in the case that the supplier is held liable directly.
3. Any liability will be excluded to the extent the purchaser has on his part effectively excluded any liability in relation to his customer. In doing so the purchaser shall attempt to stipulate limitations of liability on behalf of the supplier to the extent legally possible.
4. Any claims of the purchaser shall be excluded in as much as the damage is caused by the non-observants, attributable to the purchaser, of operating, service and installation instructions, to unsuitable or inappropriate use, to incorrect or a careless treatment, normal wear and tear or incorrect repair.
5. If the purchaser intends to assert a claim against the supplier according to the aforementioned stated provision he shall forthwith consult the supplier and shall comprehensively inform him. He shall give the supplier the opportunity to investigate the damage occurred. The contracting parties shall agree upon the steps to be taken especially in the case of negotiations for a settlement.
VIII. Terms-Conditions of Payment
1. All payments must be made exclusively to the supplier in a contractually agreed currency.
2. The net purchase price is due immediately in cash before delivery. Any other terms of payment must be agreed separately.
3. If the payment is behind schedule, the interest in the amount of the legal interest rate of 8 percent above the respective basic rate of the ECB will be charged to the supplier. The supplier reserves the right under the proof of evidence to claim a higher interest as a reimbursement.
4. The right to reject checks or bills of exchange is reserved. Checks and rediscountable bills of exchange will only be taken on account of performance and all costs in connection with them are to be met by the purchaser.
5. The purchaser may offset or assert a right of retention only if his claims are undisputed or have been declared legally final.
6. Sustained non-compliance with terms of payment or circumstances justifying serious doubts as to the creditworthiness of the purchaser will result in all claims of the supplier becoming due immediately. In such case, the supplier is also entitled to demand pre-payment for all outstanding deliveries or to cancel the contract if a reasonable deadline has not been kept.
7. If the purchaser stops making payments or insolvency proceedings are instituted on his assets or he requests an out-of-court settlement, the supplier is entitled to cancel the contract immediately. The supplier reserves the right to claim for losses arising from non-performance of the contract, in particular in the case of arrears of payment. This does not affect the right of termination without notice.
IX. Place of Performance and Court of Jurisdiction
1. The place of fulfilment is the location of the supplier.
2. The court of jurisdiction is the State of Florida, USA.
3. The laws of the State of Florida apply, application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) are excluded.
4. If orders and correspondence are not carried out in English, the documents in English will prevail for determination of the content of the agreement.
5. Should one or more provisions of these conditions be, or become invalid, this does not affect the validity of the other provisions. The purchaser is obligated to cooperate in agreeing on the stipulation of a valid provision which comes as close as possible to the original one in terms of legality and economic content.
Samples Delivery Samples can be produced dependent upon inquiry, artwork and/or demand. Detailed information such as drawings, pictures or similar items, descriptions, manual instructions, etc. is required for accurate sample production and delivery. From this information, we will produce hand-made first samples for your approval. Samples Quantity Typically, 3 samples are produced – we retain one sample and send the other 2 samples to you, one for further handling, one for field testing. If you need more or less samples, please inform us accordingly.
Samples Delivery Time Delivery time is dependent upon types of samples. Following complete communication and understanding of product, estimated turnaround times follow: – existing items in our program without changes can be supplied within approx. 12 working days – existing items with adjustment to specifications, terminal tackle such as hooks, rigs, lures, line, nets and leaders, approx. 24 working days – Rods, reels and braided line, approx. 36 working days – Combos and assorted blister or boxes, approx. 48 working days Since all delivery times are dependent upon our raw materials delivery and complete and correct information from the customer, delivery times may vary from the above estimates.
Samples Costs Typically, we produce samples free of charge based on future orders. In case of sample production without order and / or sample order only, our minimum charge will be the original cost for sample production (minimum $500 USD each sample). Samples Shipment If there is no other agreement, samples are sent by courier service of our choice, paid by receiver. Prices All our prices are calculated and provided on an individual basis. Prices are dependent on the quality, quantity, delivery time, delivery terms, packing cost, artwork and other services. Price Validity All prices provided are estimates only and are confirmed only under a written agreement. Price Currencies / Exchange Rates The pricing in our basic price list and price estimates are based on the current exchange rate to US Dollar – costs may vary according to current exchange rate.
Deliveries are invoiced according to order confirmations. Order production begins following receipt of irrevocable, transferable letter of credit. A general deposit of 30% of cost is required; deposit amount is dependent upon raw material requirement or tooling cost. Customers who have a positive declaration of our credit insurance company, may be granted payment by money transfer within 30 days after receipt of invoice and shipping documents. Minimum Order Amount For any order less than 5,000 Euro / 7,500 USD, we must charge a minimum handling cost of 5 percent but minimum 250 Euro or 375 USD. Minimum
Quantities for Custom Orders The minimum quantities depend on the items, individual specification and total order volume. Pricing depends on total quantity of each item. Smaller Quantities For quantities below minimum custom orders, please contact our sales offices in Europe or U.S. to obtain delivery from their current available stock of existing brands.
Version dated: April 1, 2017 Terms, Conditions and Prices subject to change.