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Terms of sale

General Conditions of Sale and Supply  

1. General
1.1. These general conditions of sale and supply shall be binding when such have been stated as being applicable in a quotation or order confirmation of and by Gembird Europe B.V.
1.2. Orders shall only become binding upon Gembird Europe B.V. after a written or electronic confirmation of order is received.

2. Prices
2.1. The prices of Gembird Europe B.V. are in US Dollars unless the other currency is explicitly specified on the document.
2.2. All the prices are given under the terms ex-the Netherlands warehouse unless the other terms are explicitly specified on the document.
2.3. Gembird Europe B.V. reserves the right to make price adjustments to cover definite increases in costs e.g. the cost of materials, wages and shipping of goods.

3. Orders
3.1. Unless otherwise stipulated by Gembird Europe B.V. Minimum Order Value (MOV) will be no less than $1.500,00 (for Dutch companies Euro 500).
3.2. Gembird Europe B.V. sells full cartons only. Less than full cartons quantities should be discussed with the Sales personnel.
3.3. Goods on “allocation” within an order placed on the b2b system of Gembird Europe B.V. should only be placed when the client is intending to purchase the goods within the next one-two week period. No allocations for undetermined time period are permitted. If after 2 weeks the allocation order is not confirmed it will be automatically cancelled and the goods returned to free stock. It is recommended to use Quotation Request service whenever there is any uncertainty about confirmation of the order. The Sales Managers of Gembird Europe B.V. can convert Quotations into an order at any time upon request. If the allocation of a certain item is required for a longer period of time than the above mentioned two week period, it should be explicitly authorized by a Gembird Europe B.V. sales Manager.
3.4. The confirmed order having status “On-Hold” or “Released” should be shipped within one week. If the order cannot be shipped within one week (due to the late payment reason for example) the order will be cancelled and the goods returned to a free stock status. The cancellation costs (for the order picking and put-away) will be debited to the Client account. The order can be stored in the warehouse providing the Client agrees to pay the storage fee of 20 USD for each pallet per week.

4. Payment
4.1. The Clients wishing to buy on credit can send an application for credit to Gembird Europe B.V. The credit for a maximum of 30 days will be provided only if the client can be insured for the requested amount. In all other cases the full prepayment is required (by T/T).
4.2. Invoices are to be settled net on or before the invoice due date without any deductions. Clients will be charged the usual bank overdraft rate of interest in respect of overdue payments. Gembird Europe B.V. reserves the right to withdraw credit limit from the Clients defaulting on their payments.
4.3. All the goods and materials supplied shall remain the property of Gembird Europe B.V. until full payment of the debited invoice amount shall has been received. The purchaser and the holder of the goods and materials shall in addition be under a duty here under to contract insurance cover for the goods and materials.

5. Delivery and transportation.
5.1. In case the Client wishes the goods to be delivered to him Gembird Europe B.V. will calculate the freight charges and they will be shown on the order confirmation as a separate amount.
5.2. The delivery date shown on the Gembird Europe B.V. order confirmation should be understood as the date when the goods can be loaded on the forwarder truck for delivery to the Client. Normally a minimum of 24 hours is required to prepare the goods for the delivery. However the exact delivery date to the Client warehouse will depend on the forwarder effecting the shipment. Gembird Europe B.V. will inform the Client about the estimated arrival time for their cargo on basis of the forwarder information.
5.3. In case the Client requires urgent shipment the matter should be discussed with the Gembird Europe B.V. Sales Managers & Warehouse.
5.4. All deliveries shall be effected for the account and the risk of the Client. Any complaints concerning damage, loss or delay are to be reported to Gembird Europe B.V. within 8 days after the receipt of the consignment; but complaints concerning any faulty packaging shall be rendered on the same day as the receipt of the consignment.

6. Pickup of the goods
6.1. If the Client wishes to pickup his shipment himself, normally a minimum of 24 hours is required to prepare the goods for the delivery. However the exact date and time of loading (ESPECIALLY for the shipments over 10 cubic meters) should be discussed and confirmed with the Warehouse either by the Client or by his forwarder. Loading appointments must be made by E-mail.
6.2. The driver of the vehicle picking up the goods is kindly requested to register at the Warehouse office at least 5 minutes before the appointed loading time. Upon non-arrival of the truck at the appointed loading time the Warehouse reserves the right to:
- refuse to load the truck and postpone the loading to another date/time
- for large shipments (which require several hours for loading) issue a fine for the lost time for the personnel (from 50 to 200 USD depending on the actual amount of the wasted working hours).
6.3. The driver of the Client is supposed to check the goods at loading. If the driver has signed for receipt of a certain number of cartons the claim for short shipment can only be accepted if the goods are found later in the Warehouse.
6.4. If the Client has special requirements about export documents (invoice, packing list) he should inform the logistics department about that no later than 24 hours in advance of loading taking place.

7. Return of goods and materials and Warranty
7.1. Cancellation of orders shall only be possible hereunder with the written approval of Gembird Europe B.V. Any costs which might arise as a result of such cancellation shall be for the account of the Client.
7.2. The return of non-defective goods and materials shall require the written permission of Gembird Europe B.V. and may only be effected if the goods and materials are in irreproachable condition and still in their original packaging. An appropriate surcharge will be levied by Gembird Europe B.V. on the purchaser to defray the cost of any inconvenience caused.
7.3. Gembird Europe B.V. will grant a warranty for a period of 12 months from the date of delivery in respect of any evidenced faulty workmanship and materials. Damage resulting from natural wear and tear, act of God, force majeure, & non compliance with the operating instructions shall be excluded from the warranty.
7.4. The clients wishing to return the defective products should first apply for the RMA (Return Material Authorization) number via the b2b website of Gembird Europe B.V. Upon receipt of the RMA request the Gembird Europe B.V. RMA department will e-mail the RMA form to the Client. This form will contain instructions and delivery address for the goods to be returned.
7.5. Upon receipt of the RMA goods Gembird Europe B.V. reserves the right to choose between replacement of defective goods or issuing a credit note. The credit note amount will always be calculated on the basis of the current market value of the defective products.

8. Marketing support
8.1. Distributors of Gembird Europe BV are entitled to the marketing budget. The amount of the budget is calculated as 1% of the yearly turnover.
8.2. The marketing budget is supposed to be spent on the marketing and promotion activities of Gembird products.
8.3. The distributor has to produce evidence of this marketing activities to get the approval of their marketing budget.

9. Compliance

The Client commits to full compliance with all applicable sanctions and export control laws, refraining from any actions that would violate or facilitate the circumvention of these regulations, including the re-exportation of products to Russia or other sanctioned destinations or parties in violation of Regulation (EU) No 833/2014 and other applicable laws. The Client will ensure that products are used in compliance with relevant laws, and that third-party payments are permitted only with the prior written approval of Gembird. In the event of a violation, Gembird reserves the right to suspend or cancel any deliveries immediately.