Terms & Conditions of Sale

General Terms and Conditions of Sale and Supply

of WorldConnect AG

Werkstrasse 12a, 9444 Diepoldsau, Switzerland,

hereinafter abbreviated to

"WorldConnect"

1. Scope

1.1 These Terms and Conditions of Sale and Supply alone shall govern all present and future supplies, services and offers from WorldConnect as a purveyor of world adapters, country adapters, USB chargers, etc. If a client places orders with, or accepts supplies/services from, WorldConnect, this shall be deemed acceptance of these Terms and Conditions. Contrary provisions shall require express written agreement backed by the signature of a member of an organ of WorldConnect, duly authorised to represent the company.

1.2 The Client’s purchase terms and its general terms and conditions are hereby expressly waived and shall form no part of the present contract. Acts of performance by WorldConnect shall not constitute acceptance of the Client’s contrary terms and conditions.

1.3 The conditions below shall also apply to e-commerce, unless otherwise provided.

1.4 Both WorldConnect and the Client shall refrain from publication of both parties’ agreed business arrangements.

2. Offers

2.1 WorldConnect’s offers shall be understood as non-binding. We may withdraw our offers up to the time of conclusion of the contract (point 4.2) without stating reasons. We reserve the right to sell, to interested third parties, up to the stated time (point 4.2), goods which we have offered to the Client (prior sale).

2.2 If information in our written order confirmations differs from our catalogues, brochures and other information, the information contained in our order confirmation shall be binding.

2.3 The right of subsequent correction of any errors of any kind, especially in offers or order confirmations, is hereby reserved.

2.4 Offer prices and conditions shall apply, subject to point 5, for a period of four weeks from the initial date of offer.

3. Intended use

3.1 WorldConnect is in no case obliged to ascertain the intended use of the product ordered from us.

3.2 The Client is bound to carefully check the information applied to, or supplied with, any product supplied by us concerning its nature, quality, purpose, etc., before using any such product. The Client shall bear sole responsibility for proper use of the product, in accordance with the described purpose and with the instructions for use (hereinafter referred to as "Manufacturer’s Information"). If the written Manufacturer’s Information differs from information given by our employees, the Manufacturer’s Information alone shall be binding. In the case described, there shall be no liability on our part for wrong advice, etc. If the Manufacturer’s Information is incomplete, the onus of ascertaining from us the correct use and application of the product shall rest with the Client.

4. Orders and conclusion of contract

4.1 WorldConnect shall accept orders in written and electronic form. Orders received electronically shall be binding on the Client in precisely the same way as orders placed in writing.

4.2 The contract shall be deemed concluded if WorldConnect has sent the Client a written order confirmation, or has dispatched the supply to it after receipt of the order. If the contract is concluded in writing, it shall be deemed effective on appending of the last signature.

4.3 If a written agreement was made with the Client, subsequent amendments and additions to a contract after its conclusion shall only be effective if recorded in writing and signed by both parties.

5. Project business

5.1 Project business shall mean transactions aimed at developing a new market, defending an existing market against competitors, or selling large quantities of products (hereinafter referred to as "Project Business"). WorldConnect shall grant special terms for Project Business (e.g. reduced prices for a specified period or for a given supply quantity).

5.2 The Client hereby undertakes to comply with the conditions agreed with WorldConnect for the relevant Project Business and, especially, to retain all documentary evidence from end-customers, such as delivery notes and invoices, for 12 months after the respective Project Business, and to produce them within 10 days of being requested by WorldConnect to do so. In an individual case, if the group of end-customers to which the Client may deliver in the context of the Project Business has been restricted, sales shall only be made to end-customers declared eligible in that context.

5.3 The Client is bound to comply with WorldConnect’s respective guidelines, instructions and conditions in connection with particular offers, prices and in cases of subsidised transactions with end-customers and in Project Business in general.

5.4 If the documentary evidence required by WorldConnect in relation to end-customers is not supplied, or the Client otherwise breaches agreed conditions of the Project Business, WorldConnect shall be entitled further to charge the Client the difference between the agreed special price and the regular purchase price. The Client is bound to pay such difference.

5.5 WorldConnect is not bound to highlight special offers or project prices on the transaction documents (e.g. order confirmation, invoice, etc.) or to draw its clients’ attention to such special prices.

5.6 If agreements relating to Project Business are submitted later, i.e. after invoicing, any difference shall only be credited after approval by WorldConnect.

5.7 If there are signs of abuse, WorldConnect may, with immediate effect and without entitlement to compensation, exclude the Client from existing and future projects.

6. Prices

6.1 Unless expressly agreed otherwise, all our quoted prices shall be deemed net (exclusive of value added tax) and without any deduction. They shall be valid from our warehouse threshold and, therefore, exclusive of packing, loading, carriage, unloading and delivery of the consignment and any transport insurance. Unless otherwise agreed, the aforementioned services shall always be invoiced separately, unless provided by the Client itself. If fees, taxes, customs duties or other levies are imposed in connection with carriage or delivery, the Client shall settle these, plus any associated costs. The Client shall be liable in case of loss or damage. If our consignment takes place on EU pallets, the Client is bound to return the same number of EU pallets, undamaged and shall be charged for missing or damaged pallets.

6.2 If we have quoted for several supplies in an all-in offer, and the Client places an order which differs from this offer, we shall be entitled to adjust the price accordingly. In such case, quantitative discounts or other price rebates may be forfeited.

6.3 All prices quoted by us shall be non-binding and not cartel prices.

6.4 Prices quoted "carriage paid" shall comprise open, unimpeded and secure carriage on the access roads. The Client shall ensure sufficient access for our delivery vehicles, which shall be unloaded without delay. Amounts of dead freight or losses on any of these counts, especially delayed unloading, shall be for the Client’s account.

7. Supply, carriage and late reception

7.1 Goods reported ready for dispatch shall be called forward immediately. Partial call-forwards shall not be allowed. Unless otherwise agreed, goods shall be supplied without packing.

7.2 The Client shall be charged a reasonable contribution to the costs of carriage or dispatch, depending on chosen transport mode. The route of carriage, means of handling and protection, covered vehicles and vehicles fitted with loading cranes, for which special charges are levied, shall be left to our discretion, without liability on our part.

7.3 WorldConnect hereby reserves the right to combine several orders under the same customer number or delivery address, and to deliver them as a collective consignment. If the Client requires an individual delivery, the related extra cost shall be invoiced separately.

7.4 If the Client’s orders fall below a minimum value per order, the Client shall be invoiced a minimum quantity surcharge.

7.5 By mutual, written agreement, goods may be collected from WorldConnect’s warehouse, against production of an official photographic identity document. In such case we shall charge a reasonable collection fee. Collection shall take place within three working days of confirmation of order or, as the case may be, of notification of readiness for collection: otherwise the goods shall be dispatched in return for a charge.

7.6 In case of delayed reception, we shall be entitled to invoice for the goods and/or service and to place the goods in storage, at the Client’s risk and expense, on our premises or those of a duly authorised company. If such storage takes place on our premises, we shall charge 0.5% of the gross invoice amount per calendar week of storage commenced. In case of delayed reception, we shall be liable for destruction or deterioration of the bought object only in the event of gross negligence.

7.7 WorldConnect products are subject to international export regulations. Some re-exports require a special export permit. The Client hereby undertakes to apply for any necessary export permit to the competent authority (currently the State Secretariat for Economic Affairs SECO, Export Controls/Industrial Products Section). If the products supplied by us are sold on, the Client shall, in turn, impose the same obligation on the respective acquirer, with an obligation to reimpose it again in the event of onward sale.

8. Delivery time

8.1 Information given by us about delivery times shall always be without commitment. Fixed delivery dates shall always require our separate, written confirmation and entitle us to invoice for a reservation surcharge. Fixed delivery dates may relate to individual items or whole orders.

8.2 Without prejudice to point 8.1, our promised delivery times shall be counted from the first working day after the date of our order confirmation, though not before all execution details have been clarified. Agreements on delivery times shall always be made in writing. Working days alone shall count towards delivery times quoted in days. If the Client has to meet or perform prior conditions (e.g. documents, approvals or down payments), the delivery time shall commence on fulfilment of such prior conditions.

8.3 Any agreed delivery time shall be met, save in unforeseeable circumstances beyond our control, e.g. force majeure, acts of war, interventions of authorities, prohibitions, delayed transport and customs clearance, damage in transit, energy and raw material shortages, labour disputes and similar events.

8.4 If the cases mentioned in point 8.3 do occur, we shall be entitled to apply to the Client for release from our contractual obligation. Pending such release, the Client shall remain bound by the contract. Part-payments already made shall then be offset according to the contract. Down payments shall be refunded, unless outstanding claims exist. The Client shall have no further claims against us.

8.5 If we have agreed a fixed delivery date with the Client in writing, the Client’s sole entitlement, in the event even of culpable delay of such delivery, shall be to set a reasonable new deadline in writing and, if this passes to no avail, to withdraw from the unfulfilled part of the order. Such new deadline shall be formally prescribed: merely to concede the deadline or wait shall not be sufficient. The right of withdrawal shall lapse if the goods are ready for dispatch at the time of expiry of the new deadline. Part-shipments shall not be rejected, even at this stage. We shall only be bound to compensate for late delivery if we are seriously at fault.

9. Performance, place of performance and passing of risk

9.1 The place of performance shall always be our company’s place of business. In an individual case where no legally binding agreement has been reached with the Client to apply certain Incoterms, risk shall pass to the Client on outbound carriage across WorldConnect’s threshold, even when delivery is "free domicile". In cases of doubt as to which Incoterms, legally agreed with the Client, are applicable, the Incoterms shown on our order confirmation or invoice shall apply. In cases of transfer orders, risk shall pass to the Client on readiness of the goods at the warehouse or company from which WorldConnect procures the goods. In principle, any consignment of goods shall be uninsured. We accept no liability for damage of any kind to goods in transit. Therefore we shall be liable neither for prompt carriage nor for other damaged caused by weather conditions, for example, or otherwise. It shall be immaterial whether the delivery takes place using our own vehicle or that of a third party, or whether we or a third party arranges, manages or implements the transport.

9.2 If the agreement is for delivery against call-forward, the goods shall be deemed called forward, and hence risk deemed to have passed, no later than three days after the call-forward date notified by the Client. All times dependent on fulfilment by WorldConnect shall commence at the said point in time.

9.3 Separately agreed quality tests shall not affect the provisions relating to place of performance and passing of risk.

9.4 As a general rule we shall not take back or exchange goods delivered by us. Such a case shall constitute withdrawal from the contract on the part of the Client, with the consequences in law described in point 18 of these General Terms and Conditions. If we do consent to take goods back in an individual case, we shall be entitled to charge a reasonable handling fee.

10. Payment

10.1 Unless otherwise agreed in an individual case, the Client shall pay in advance for all goods ordered.

10.2 If a payment deadline is agreed, payment shall in all cases be made in time actually to be credited to our account on the due date.

10.3 A missed deadline shall constitute default without prior reminder. We shall levy default interest at the rate of 5% p.a. Costs incurred through issuing reminders prompted by such default shall be payable to us at a flat rate of CHF 15.00 per payment reminder. If the first payment reminder proves unsuccessful, we shall be entitled to commission a collection agent or law firm, whose fees shall be repayable to us by the Client. If an attorney-at-law is appointed, the costs shall be repayable in accordance with the relevant rules applicable at such attorney’s place of business.

10.4 We shall only accept cheques and bills of exchange by prior written agreement, and only for payment purposes. They shall be discountable, with duties and fees duly paid. Amounts credited from bills of exchange shall always be subject to receipt, the value date for which shall be that of availability to us of the countervalue. We shall be entitled to require cash payment against return of the paper. All expenses associated with the bill of exchange transaction shall be for the Client’s account (e.g. collection, discount, bill expenses, interim interest, fees and duties, protest costs, etc.). The Client shall pay them promptly.

10.5 To the extent permitted by law, the Client shall not be entitled to withhold payments on grounds of warranty claims. There shall be no set-off against counterclaims.

10.6 A payment shall be deemed effected on the value date on which it becomes available to WorldConnect.

10.7 If the Client falls into default on a due payment or other performance, or if circumstances arise which cast doubt on the Client’s creditworthiness, we shall be entitled as follows:

- to postpone fulfilment of all our own obligations pending completion of the outstanding payment or other performance by the Client; or

- to accelerate the maturity of all our receivables; or

- to withdraw from all pending contracts of supply, in accordance with the provisions of point 13.1.2 and to claim compensation for non-performance.

We may also simultaneously avail ourselves of more than one of the listed options and shall further be entitled to require additional collateral security from the Client. The Client shall especially be bound, upon our request, to secure all of our outstanding claims by cession or by granting lien in our favour on the movables concerned.

10.8 Rebates or discounts granted shall be subject to the condition precedent of payment in full and to the condition of prompt payment.

10.9 If payment in instalments is agreed, and the Client falls into default by more than 10 days on all or part of one instalment, this shall constitute a missed deadline. All outstanding payment instalments shall fall due immediately, and no new deadline shall be set.

10.10 Irrespective of the absence of reciprocity and/or of maturity, the Client hereby authorises us to offset against its claim such claims as may be due to us or to companies in which we hold a participating interest, or which hold a participating interest in us, or to companies which derive from such companies.

11. Retention of title

11.1 Goods supplied shall remain our property until full payment of the purchase price, and liability shall pertain to them for all our claims or those of companies in which we hold a participating interest, or which hold a participating interest in us, or companies deriving from such companies. Liability for outstanding claims shall pertain to all items hitherto supplied by us. This shall apply even if payments have been made against specified claims and to claims for balances from unfinished business, inclusive of all interest thereon and reminder expenses, prosecution and enforcement costs.

11.2 If third parties access items to which title is reserved, the Client shall draw their attention to our ownership and immediately notify us accordingly. Pending full settlement of the outstanding claim, the Client shall bear the full risk of destruction, loss or deterioration of the goods.

11.3 If we retain title, the Client shall alone be bound, solely by virtue of such retention, immediately to surrender the goods supplied by us. The Client hereby authorises us to enter its business premises or building and collect the goods, even if our retention of title is called into question. In the latter case, we hereby undertake to keep the goods on our premises until clarification of the respective legal rights.

11.4 Pending payment of all invoice amounts, the Client is bound to treat all goods supplied by us as our property, to insure them adequately and to keep them safe and secure.

12. Warranty

12.1 In case of a claim under warranty, the Client shall not be entitled to withdraw from the contract against repayment of the purchase price (rescission of sale) or to compensate for any reduction in price. The Client’s sole entitlement shall be to improvement or exchange of the defective product, in which case we shall have sole discretion whether to improve the product or to exchange it.

12.2 Any warranty shall lapse if the goods have been modified by processing or fabrication and the defect is causally connected with such modification. It shall further lapse if the Client breaches the provisions of point 3.2 above and if the Client uses, sells or converts the goods in awareness of such defect.

12.3 The basis of warranty shall be the condition of the goods on passing of risk. The Client shall examine the goods immediately on delivery. On pain of forfeiture of all claims, complaints about defects shall be lodged immediately in writing, by registered letter, and in any case within seven days of arrival of the goods on the Client’s premises. We shall be notified in advance by fax or e-mail. The defect shall, in any case, be substantiated.

12.4 Return of goods complained against shall only be permitted by our written consent. Otherwise we shall not be bound to meet the costs incurred in connection with return carriage of goods which were fault-free on delivery.

12.5 If the complaint proves justified, we shall take the goods back for improvement or exchange. We may grant a credit instead, at our discretion. Further warranty and compensation claims not backed by compelling statutory provision shall be excluded.

12.6 Customary commercial tolerances shall be reserved in respect of all defects, dimensions, shapes and execution of items supplied by us. Minor defects of lettering, colour, dimensional tolerance, etc., shall not justify objections.

12.7 All warranty claims on the part of the Client which may arise from the business relations shall be statute-barred two years from delivery of the goods to the Client. All compensation claims on the part of the Client which may arise from the business relations shall be statute-barred two years from awareness of the damage and limited to the value of the goods. There shall be no liability for further claims, especially consequential losses arising from defects or otherwise, production costs, loss of profits, third-party losses, savings not made, etc. Any liability for minor negligence shall be excluded, and the Client shall prove the occurrence of gross negligence.

12.8 There shall be no compensation in case of failure to comply with any conditions or instructions relating to use, or with official licensing requirements, or of breach by the Client of point 3.2 above. If the warranty claim has lapsed in the terms of point 12, any compensation claim shall lapse with it.

13. Cancellation of contract

13.1 We shall be entitled to cancel the contract if:

13.1.1 circumstances within the Client’s control prevent us from sending goods ready for dispatch;

13.1.2 the Client has failed to meet our prescribed payment terms or concerns have arisen about the Client’s solvency, and the Client fails, when so requested by WorldConnect, either to make an advance payment or to provide such collateral security as WorldConnect shall deem adequate before delivery or performance;

13.1.3 insolvency/bankruptcy proceedings open concerning the Client or are rejected due to lack of sufficient assets.

13.2 Cancellation may also be declared on the above grounds in respect of the part of the supply still pending.

13.3 Without prejudice to any compensation claims, in case of cancellation by WorldConnect the services or part-services already provided by us shall be settled and paid by the Client in accordance with the contract. This shall apply even if the Client has not yet taken delivery of the supply/service, and to preparatory work done by us. In any case we shall also be entitled to require return of items already delivered.

14. Product liability

14.1 If damage claims are brought against us under the Swiss Federal Product Liability Act, we shall only be liable for them if a defective product leads to the following:

-  personal injury;
-  material damage or destruction of an object which, by nature, is normally intended for personal usage or consumption and has been used primarily for personal purposes by the injured party.

Injured parties in cases of material damage shall themselves meet an excess of up to CHF 900.00.

14.2 If, contrary to the choice of law clause in point 18.2 below, claims are brought against us under other countries’ product liability legislation, we hereby limit our liability under such legislation to the most extreme limitation of liability permitted, by agreement between parties, under the applicable law.

14.3 Claims under the Product Liability Act shall become statute-barred three years after the date on which the injured party learned, or ought to have learned, of the loss or error or of the person of the manufacturer.

15. Intangible property rights

15.1 The Client shall be entitled to exploit WorldConnect’s brands, trademarks, trade names, patents or designs for its own purposes, where such exploitation is unavoidable in connection with the resale of WorldConnect products. All advertising by the Client relating to WorldConnect’s labelled products shall require the prior, written consent of WorldConnect. The Client shall not infringe third-party patent or trademark rights or encroach on third-party know-how. If third parties bring claims in respect of such industrial property rights, in or out of court, against WorldConnect for infringement for which the Client is responsible, the Client shall indemnify WorldConnect in this respect. If such claims are asserted by legal action against the Client or supplier itself, the said Client or supplier shall immediately notify WorldConnect accordingly. If claims are brought in respect of third-party industrial property rights, against WorldConnect, for infringements for which the Client is not responsible, the Client shall undertake, when so requested by WorldConnect, to return to WorldConnect all goods relating to such infringement and still held in storage on its premises, against reimbursement of the purchase price and return dispatch costs, and to destroy or amend all advertising materials relating to the incriminated goods. In such case the Client shall hold no claim whatsoever against WorldConnect, except for the above reimbursements.

16. Data protection

16.1 The Client hereby consents, in the terms of the Data Protection Act, to use by WorldConnect, for its business purposes within the WorldConnect Group of companies or otherwise, of all data passed to us in the context of our business activity.

17. Contractual penalty

17.1 If a client, without due entitlement, withdraws from the contract or seeks to avoid it, we shall have the choice either of insisting on performance of the contract or of consenting to its cancellation. In the latter case, the Client is bound to pay a lump sum of compensation amounting to 25% of the gross invoice amount, even if the Client is not itself at fault and no loss exists. The assertion of further claims for actual losses shall be permitted.

18. Law and jurisdiction

18.1 The jurisdiction for all disputes shall be the court with material competence for Altstätten, Switzerland.

18.2 All contracts entered into by us with clients shall be governed by Swiss law. By mutual agreement, application of the United Nations Convention on Contracts for the International Sale of Goods is hereby waived.

18.3 If individual provisions of these General Terms and Conditions are invalid, in whole or in part, the other provisions shall remain effective.

WorldConnect AG, March 2012

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