Sales Policy
GENERAL TERMS AND CONDITIONS OF SALE
GOTEC Bonding Systems
(International Version – Neutral Jurisdiction)
1. Scope of Application
These General Terms and Conditions of Sale (“Terms”) apply to all offers, quotations, sales, deliveries of goods and services provided by GOTEC Bonding Systems (“Seller”) to any customer (“Customer”), unless expressly agreed otherwise in writing.
By placing an order, the Customer accepts these Terms fully and without reservation. Any deviating terms or conditions issued by the Customer shall not apply, even if the Seller does not expressly object to them.
All communication exchanged via the registered email addresses of both Parties is considered valid and binding.
The Seller reserves the right to amend these Terms at any time. The version valid at the time of order confirmation shall apply.
2. Definitions
Seller: GOTEC Bonding Systems or any affiliated entity authorized to supply products.
Customer: Any natural or legal person purchasing goods or services from the Seller.
Brand: The KA&MELOCK brand or any other brand owned or operated by the Seller.
Products: All KA&MELOCK-branded or otherwise owned, manufactured, or distributed products.
Order: Any purchase request submitted by the Customer and accepted by the Seller.
Agreement: Any order confirmed in writing by the Seller under these Terms.
Delivery: Shipment or handover of Products to the Customer or carrier as stated in the Agreement.
Price: The total amount payable for the Products and services under the Agreement.
Parties: The Seller and the Customer.
3. Offers
All offers and quotations issued by the Seller are non-binding and valid for a maximum of ninety (90) days, unless otherwise stated in writing.
Each offer is specific to the particular request and does not apply to future transactions. Prices may vary depending on market conditions, raw material costs, logistics, and other external factors.
The Seller may adjust offer conditions at any time before formal acceptance of an Order.
4. Orders
Orders must be submitted in writing, usually by email. Each Order placed by the Customer is binding.
The Seller may accept or reject an Order at its sole discretion. Lack of response does not constitute acceptance.
Even after accepting an Order, the Seller may cancel it if operational, technical, financial, or legal circumstances prevent fulfillment, including force majeure or unforeseen events.
Any requested modifications by the Customer may affect price and delivery time and require written approval by the Seller.
Product information in brochures, data sheets, websites, or samples is indicative only unless expressly confirmed as binding.
Samples provided to the Customer illustrate general characteristics only; deviations that fall within technical tolerances do not constitute defects.
5. Delivery
Delivery terms shall follow the Incoterms version applicable at the time of the Agreement, unless otherwise agreed in writing.
The delivery date specified by the Customer is non-binding. The Seller will provide an estimated delivery date upon Order acceptance.
Risk transfers to the Customer once Products are handed over to the carrier or made available for collection.
The Seller may make partial deliveries where reasonable.
If the Customer fails to collect or receive the Products within the specified timeframe, the Seller may charge storage and handling fees, revise pricing, or cancel the Order.
Delays caused by circumstances beyond the Seller’s control do not constitute grounds for claims.
6. Defects and Notice
The Customer shall inspect the Products immediately upon receipt.
Claims relating to shortages, visible defects, or damage must be submitted in writing within seven (7) days of delivery.
Latent defects must be notified immediately upon discovery and within the applicable shelf-life period as stated in the Product’s Technical Data Sheet (TDS).
Failure to provide timely notice results in forfeiture of all related claims.
Products may be supplied from any batch in stock, provided storage and shelf-life conditions are met. Batch variations within specification ranges do not constitute defects.
7. Storage and Shelf-Life Responsibility
The Customer is solely responsible for storing Products according to the conditions stated in the TDS and for monitoring expiration dates.
Failure to comply with storage guidelines voids any claims relating to performance or defects.
8. Product Alteration Prohibition
The Customer shall not alter, repackage, modify, dilute, or change the Product formulation, use, or labeling without the Seller’s written consent.
If the Customer resells Products, they must remain in their original packaging and under the original brand.
The Customer may not apply its own branding or present the Products as its own.
Any damages arising from misuse, alteration, or improper handling are the sole responsibility of the Customer.
9. Prices and Payment
Prices are stated in net amounts, exclusive of taxes, duties, transport, insurance, and packaging, unless otherwise agreed.
Payment must be made in the currency and within the time stated on the invoice.
Late payments incur interest at a commercially reasonable rate applicable in the relevant jurisdiction.
The Customer may not withhold, offset, or defer payments unless a legally binding judgment confirms a valid claim against the Seller.
10. Intellectual Property Rights
All intellectual property rights relating to the KA&MELOCK brand, Product formulations, production methods, designs, packaging, trademarks, logos, and technical documents are the exclusive property of the Seller.
The Customer must not modify, reproduce, misuse, or infringe upon these rights.
In case of breach, the Seller may claim damages and seek all legal remedies.
11. Compliance, Export, and Trade Restrictions
The Customer must comply with all applicable international trade laws, export controls, sanctions, and embargo regulations.
The Customer may not resell, re-export, or distribute Products to restricted persons, entities, or jurisdictions.
Upon request, the Customer must provide all required permits or compliance documents.
12. Force Majeure
Neither Party shall be liable for delays or failures caused by events outside reasonable control, including natural disasters, war, epidemics, labor disruptions, or government restrictions.
Affected Parties must notify each other promptly.
Performance timelines shall be extended for the duration of the disruption.
13. Confidentiality
All commercial, technical, and operational information shared between Parties shall be treated as confidential.
Confidentiality obligations remain effective indefinitely, even after termination of the Agreement.
Exceptions apply only where information is publicly known, independently developed, or lawfully disclosed.
14. Data Protection
The Parties shall comply with applicable data protection laws, including GDPR for international operations.
Personal data exchanged between Parties shall be handled lawfully, securely, and only for legitimate business purposes.
Each Party is responsible for obtaining necessary consents and ensuring proper measures for safeguarding personal data.
15. Severability
If any clause of these Terms becomes invalid, the remaining provisions shall remain in full force.
The Parties shall replace the invalid provision with a valid equivalent reflecting the intended economic purpose.
16. Governing Law and Dispute Resolution
These Terms shall be governed by neutral international commercial principles, unless otherwise agreed in writing.
Any disputes shall be resolved through arbitration under the rules of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with ICC Rules.
The seat of arbitration shall be mutually agreed by the Parties.
Document Information
Document Title: General Terms and Conditions of Sale
Issued by: GOTEC Bonding Systems
Version: 01
Effective Date: 2025
