Syarat & Ketentuan
GVS Filtration General Terms and Conditions of Sale (“GTC”)
1. Acceptance and Scope of These Terms
1.1 These general terms and conditions of sale and deliveries (“GTC”) shall apply to all sales of goods and services by GVS Filtration Sdn Bhd, a company incorporated under the laws of Malaysia, with business address at Lot No. 10F-2B, 10th Floor, Tower 5 @PFCC, Jalan Puteri 1 / 2, Bandar Puteri, 47100, Puchong, Selangor (“GVS”) to a customer requiring to purchase such goods or services (“Purchaser”).
1.2 Any withstanding, amending or deviating terms and conditions of Purchaser shall not apply (including those stated in the Purchaser’s Purchase Order is deemed to be excluded), even if GVS, knowing of such terms and conditions of Purchaser, does not object to them explicitly, and continues to deliver to Purchaser without any objection.
1.3 Any of the following shall constitute Purchaser’s unqualified acceptance of these GTC: (i) written acknowledgement of these GTC; (ii) acceptance of any shipment or delivery of product(s) or provision of services thereunder; (iii) payment for any of the product(s); or (iv) any other act or expression of acceptance by Purchaser.
1.4 These GTC shall apply to all transactions (including future ones) between GVS and Purchaser in the version current at the time of the conclusion of such transaction, even if their application has not been expressly agreed again. 1.5 The Purchaser agrees that GVS shall have the right to amend update the then current GTC from time to time without specific prior notification (where the latest version shall be made available on GVS Filtration Malaysia website at https://gvsmalaysia.com.my/terms-conditions/, which the Purchaser is taken to have read) and the envisaged amendments shall become effective at the time of website posting.
2. Conclusion of Contract, Orders
2.1 Unless otherwise agreed, any Quotation by GVS (is not an Offer and is only a general indication of quantity and general estimate of pricing only which GVS have a final right to confirm whether such quantities is available via Proforma Invoice (PI) and/ or Invoice and does not constitute a legally binding Offer from GVS).
2.2 Parties agree that the Purchaser’s Purchase Order (PO) is deemed to be a legally binding Offer from the Purchaser. GVS has the final right to issue a Acceptance based on conditions as per the Proforma Invoice and/or Invoice issued by GVS.
2.3 Any binding contract on the sale of goods or services requires(i) an Offer from the Purchaser via Purchase Order (PO) and an Acceptance by GVS (confirmation by GVS in writing based on GVS’ GTC).
2.4 In case of a purchase via certain third party platform websites, the Purchaser will make a binding Offer by double clicking the button “purchase” or “accept”, etc., and GVS may Accept the Purchaser’s Offer either in writing or electronically (in particular by email order confirmation). The confirmation of the receipt of Purchaser’s Offer by GVS shall constitute no binding acceptance of Purchaser’s Offer by GVS. Only the content of the respective contractual relationship and the scope of delivery as laid down in any binding offer or order confirmation from GVS shall be legally binding based on GVS’ GTC.
2.5 Unless otherwise agreed, any advice given to Purchaser before placing the order shall be non-binding; the same shall apply to any specifications of samples and specimens. It remains up to Purchaser to satisfy itself that the goods are suitable for its purposes. GVS may, at Purchaser’s request, provide technical assistance, advice and information with respect to the products, if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed, however, that GVS is under no obligation to provide such technical assistance and/or information. To the extent such technical assistance and/or information is provided to Purchaser, the disclaimers and limitations of liability contained herein shall be applicable.
2.6 The Purchaser and GVS agrees that all variation or amendments in the order shall only be binding if it is expressly specified in writing and accepted by the parties.
3. Deliveries, Returned Products
3.1 GVS’s contractual obligation to deliver to Purchaser the product (hereinafter also called “product ordered”) is subject to GVS receiving correct and timely delivery itself from its suppliers. GVS is not responsible for any delays or lateness or non-delivery, in particular if it has placed a corresponding order with its suppliers. If delivery is not made by its supplier to GVS, (i) GVS shall notify Purchaser immediately, and (ii) GVS is entitled to withdraw from the contract, with any payments of Purchaser to be refunded as soon as possible.
3.2 In situations where an external carrier or forwarding company is used to deliver the product, Purchaser agrees that GVS shall not be liable for any delays.
3.3 Delivery times given by GVS in offers and order confirmations are estimated only and are non-binding, except otherwise explicitly agreed by GVS as binding.
3.4 If binding delivery deadlines have been agreed, GVS’s obligation to comply with the agreed delivery period shall be subject to the prompt fulfillment of contractual duties on the part of Purchaser, in particular such duties as the payment of any agreed amounts and, if applicable, the provision of agreed security. If Purchaser fails to meet its contractual duties, GVS shall have the right to extend the delivery period. GVS reserves the defense of non-fulfillment of the contract.
3.5 Except otherwise explicitly agreed, if a product ordered has to be dispatched, this is carried out from GVS ‘s respective warehouse on the account and at the risk of the Purchaser. GVS is free to choose the carrier and the forwarding company and the means of transport. GVS reserves the right to choose the method of packaging. Unless otherwise agreed, re-usable packaging identified as such, remains the property of GVS and shall be returned promptly to GVS. Partial deliveries (installments) are permissible and may be invoiced by GVS immediately. The risk of accidental loss of the product to be delivered passes from GVS to the purchaser on dispatch from the warehouse even if delivery is made carriage paid. If, at Purchaser’s request or for any reason for which Purchaser is responsible, the production or shipment of products is delayed, GVS may immediately invoice Purchaser for the products produced as well as costs and expenses incurred up to the time of the delay.
3.6 Risk is transferred upon dispatch of products. Purchaser is advised to arrange for their own insurance during the delivery period against damage or loss during transit. GVS is not obliged to insure the product ordered, or to have it insured, against damage in transit. Loss of or damage to the products, after the risk of such loss or damage has passed to Purchaser, does not discharge Purchaser from its obligation to make full payment of the purchase price. If the dispatch of the product ordered is delayed owing to circumstances for which Purchaser is responsible (including a lack of acceptance), the risk of accidental loss of the products to be delivered (also while in storage at GVS) passes to Purchaser from the time of the delay on. In case of such delays, any costs incurred by GVS due to the delay in delivery (in particular warehouse costs and charges) must be borne exclusively by Purchaser. In case of accidental loss, GVS is released from its performance obligation; however, Purchaser remains obliged to make full payment.
3.7 The Purchaser agrees that all delivery items shall be subject to Ex Works at GVS Warehouse. The Purchaser agrees to pick up all goods within a maximum of 3 working days (where the Purchaser agrees that after 3 working days, all goods shall be the Purchaser’s risk and liability and GVS shall not be liable for the goods after a maximum of 3 workings days).
3.8 Purchaser may, notwithstanding any contractual or statutory rights, not cancel any binding order or return purchased products without GVS’s prior express written consent, such returns being at Purchaser’s cost and subject to a restocking charge. Products subject to governmental regulations and/or processing requirements are not eligible for cancellation or return.
3.9 Product exchange is subject to the sole discretion of GVS and is only allowed with a valid reason and in a formal written request. The products shall be returned in their original packaging with the original GVS label affixed, and unaltered in form and content. Note that some products are strictly not exchangeable or refundable (for instance but not necessarily limited to certain microbiology products).
3.10 Return and exchange request will only be entertained (within 28 calendar days from date of despatch/courier of items or 14 calendar days calculated from the day the goods is received by Purchaser, whichever occurs earlier).
3.11 GVS is entitled to withdraw from or terminate the contract if it becomes apparent that Purchaser is not creditworthy, in particular in case of (i) a protest regarding a bill of exchange or a cheque occurs, (ii) payments by Purchaser stop, (iii) an unsuccessful enforcement attempt against Purchaser, or in case of breach of disclosure; such event must not necessarily have occurred between GVS and Purchaser, or (iv) it becomes apparent that Purchaser has provided inaccurate information regarding its creditworthiness and this information is of considerable importance.
3.12 Irrespective of the reason for any return of products, any return must be coordinated with GVS authorised personnel prior to return, and all products to be returned must include GVS’s approval in writing (email or form). GVS reserves the right to request a disposal instead of return. Title to the returned products, if already acquired by Purchaser, shall retransfer to GVS upon delivery of the products to GVS’s facilities. The products shall be returned in their original packaging with the original GVS label affixed, and unaltered in form and content.
3.13 GVS may define certain products as Custom Made-To-Order (“CMO“). Purchaser must provide GVS with product specifications prior to the start of manufacturing a CMO product. GVS and Purchaser shall agree on all respective production and testing techniques prior to the start of manufacturing a CMO product. Purchaser must provide a purchase order detailing product and delivery schedule for reserved products. Purchaser shall purchase the entire lot of the CMO without regard to volume. Other than claims of defects, CMO products cannot be cancelled or exchanged or refunded.
4. Prices, Taxes, Payment, delayed Payments
4.1 Unless otherwise agreed, the price for Purchaser’s order shall be charged in accordance with the applicable prices at the delivery date.
4.2 Unless otherwise specifically agreed, all prices are given in Malaysian Ringgit (“MYR“) for within Malaysia customers. South East Asia customers will be billed in USD or equivalent.
4.3 Any tax, duty, custom or other fee of any nature imposed in connection with any transaction governed by these GTC by any governmental or quasi- governmental authority shall be paid by Purchaser in addition to the price quoted or invoiced. In the event GVS is required to prepay any such tax, Purchaser shall fully reimburse such tax prepayment to GVS if requested by GVS.
4.4 Unless otherwise specified in GVS’s order confirmation, the purchase price must be paid by Purchaser in cash before delivery (“CBD”) from the invoice date without deduction to the bank account specified by GVS. For credit card payments by Purchaser, this may be subjected to a maximum limit and/or additional financing charges, subject to final confirmation by GVS.
4.5 In case GVS and Purchaser agree that if payments are made by direct debit, the following shall apply: The pre notification by GVS to Purchaser shall be made by way of the invoice. The charging of the invoiced amount will take place at the due date as stated in the pre-notification.
4.6 In case of delay of payment by Purchaser, GVS reserves the following rights, notwithstanding further statutory rights: (i) GVS may charge an interest rate of 10% per annum from the agreed date of payment calculated on a daily basis and (ii) GVS may terminate the order or suspend any further deliveries to Purchaser.
4.7 Any right of Purchaser to withhold payment or to set off any amounts due against counter-claims on his part, e.g. pricing or invoicing complaints, shall be explicitly excluded, unless such counterclaims are uncontested or a legal title exists.
5. Additional Obligations of Purchaser
5.1 Purchaser acknowledges that there are hazards associated with the use of some products, that it understands such hazards and that it is the responsibility of Purchaser to warn and protect all those exposed to such hazards.
5.2 Purchaser shall inform GVS immediately in writing of any risks resulting from products it becomes aware of.
5.3 Purchaser shall at all times be solely responsible for: (i) obtaining any necessary intellectual property permission for the use of the product, (ii) conducting all necessary testing and verification, including for fitness for the intended purpose, prior to the use of product(s) purchased from GVS, (iii) compliance with legal requirements in case products are to be disposed by Purchaser.
5.4 Purchaser (i) uses the products at its own risk, and (ii) shall indemnify and hold GVS, its corporate affiliates including GVS and any entity under majority control of GVS, agents, employees, and representatives, harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees) arising in connection with Purchaser’s sale or use of the products, resulting from Purchaser’s breach of the provisions and representations contained in these GTC, or arising from the default of Purchaser.
6.1 With respect to all products to be delivered, the Parties agree on the following material characteristics, limitation and scope of the warranties of GVS:
6.1.1 The products delivered by GVS correspond to the applicable published specifications set forth in the catalogue (electronic or otherwise), certificates provided with the products or on the label. In case of divergences between catalogue and the label, the information on the label is decisive. GVS reserves that specifications are subject to (i) customary divergences and (ii) other minor divergences that do not adversely affect the suitability of the products with regard to the intended or regular purpose.
6.1.2 Any data which is based on GVS’s testing procedures, may only be compared to testing following the same procedures. The product data as listed, e.g. in the catalogue, product information, etc., is intended for information purposes only and does not represent a binding statement with respect to the characteristics of the products delivered; GVS may not be held liable with respect to the accuracy of the product data provided.
6.1.3 GVS does not assume any warranty for the use of the delivered products in pharmaceutical, cosmetic or food preparations, unless such use has specifically and expressly been approved by GVS. GVS makes no warranty of merchantability or of fitness for a particular purpose.
6.1.4 Unless otherwise expressly stated in the product data or product documentation sheets, GVS products have not been tested for safety or efficacy.
6.1.5 No agent, employee or other representative has the right to modify or expand GVS ‘s standard warranty applicable to the products or services or to make any representations as to the products other than those set forth in GVS ‘s applicable published specifications, and any such affirmation, representation or warranty, if made, should not be relied upon by Purchaser and shall not form a part of this contract.
6.2 Any warranty provided by GVS will not apply in the event of:
6.2.1 failure to install, use or maintain the products in accordance with any instructions, specifications, use statements or conditions of use made available by GVS in writing to Purchaser, such information to include but is not limited to product data, product information, limited use information, limited use label licenses;
6.2.2 use of products, that, according to documentation accompanying the product(s), are intended for research use only, for any other purpose, which includes but is not limited to, unauthorized commercial uses, in vitro diagnostic uses, ex vivo or in vivo therapeutic uses or any type of consumption by or application to humans or animals;
6.2.3 any installation, repairs, modifications, upgrades, maintenance or other servicing by a third party that is not approved by GVS;
6.2.4 normal wear and tear of the products, lack of proper maintenance or incorrect stocking conditions (including any inappropriate storage temperature/mishandling); or
6.2.5 use of the products beyond the shelf life or expiration date of the product as set forth in the applicable published specifications or labels of such products.
6.3 The Parties agree on the following duties of Purchaser in relation to inspections:
6.3.1 Within 28 calendar days from date of despatch/courier of items or 14 calendar days calculated from the day the goods is received by Purchaser ( whichever occurs earlier), the Purchaser shall inspect the delivered products immediately upon receipt and without delay notify GVS in writing or electronic format of any obvious defects or missing goods.
6.3.2 Complaints notified to forwarding agents or third parties do not constitute a notification in due form and shall therefore be deemed void.
6.3.3 GVS shall assume no warranty or liability for any complaints of Purchaser that do not comply with the stipulations of this Clause 6.
6.4 Purchaser shall have only the following rights for purchased products:
6.4.1 In the event of a material defect or a defect of title, GVS shall provide subsequent performance by remedying the defect or delivering a product without defects. Purchaser shall not have the right to request a specific type of subsequent performance.
6.4.2 If Purchaser has not yet effected payment (fully or in part) for the defective product, GVS may make subsequent performance subject to Purchaser effecting a part-payment of the purchase price proportional to the defect claimed.
6.5 The limitation period for claims is (within 28 calendar days from date of despatch/courier of items or 14 calendar days calculated from the day the goods is received by Purchaser, whichever occurs earlier), unless a breach of warranty is based on the willful misconduct of GVS. A different limitation period shall apply if and to the extent (i) agreed between the parties and permitted by applicable laws, or (ii) the shelf life or the expiration date of the product to be delivered – in accordance with the specifications or labels of such product – provides otherwise.
6.6 Save for the warranties expressly set out in the GTC, the Purchaser is agreeable that GVS disclaims any and all warranties implied by law.
7. Limitation of Liability of GVS
7.1 Any claims of the buyer against GVS for damages (and reimbursement of expenses) resulting from any acts or breach of duty by GVS, by one or more of its legal representatives, employees or vicarious agents shall, irrespective of its legal grounds, in particular in case of breach of duties resulting from contractual obligations and in case of torts, be subject to the stipulations in clauses 7.2 to 7.3 below.
7.2 To the fullest extent permitted under applicable law, GVS shall not be responsible to the Purchaser nor be liable in any way for any loss or damage to the Purchaser arising directly or indirectly from:
7.2.1 negligent acts or representations committed by GVS or any of its agents;
7.2.2 damages to life, body or health; and
7.2.3 any costs incurred by the Purchaser or any subsequent user of the purchase item in connection with damages, done, made, used in connection with or resulting from the purchase item.
7.3 Notwithstanding the above, any liability which may arise from any claim made by the Purchaser shall at all times be limited to typical foreseeable damages.
8. Force majeure
8.1 Neither Party shall be responsible and held liable for any delay or default in the performance of its obligations under their mutual contract by the Party or its suppliers to the extent and as long as this default is caused by an event beyond its control (force majeure). For the purposes of these GTC, an event of force majeure shall, without limitation, in particular include: (a) a state of war or civil war, declared or undeclared, (b) fire, (c) natural catastrophes, natural disasters like floods, storm, etc., (d) general shortage of raw materials or inability to obtain equipment or materials, (e) restrictions on energy consumption, (f) law-making or governmental decisions, embargos, export and import restrictions on shipping or delivery, (g) strikes, lockouts or labor disputes of any kind (whether relating to its own employees or others), (h) outbreak of any diseases or any pandemic or epidemic (including COVID as well as any such variations), (i) accidents, (j) sequestration, or (k) any production failure beyond reasonable control.
8.2 This provision shall apply to all contractual obligations, including claims for damages; however, force majeure shall not be an excuse to delay payments.
9. Retention of title
9.1 Products delivered by GVS shall remain GVS’s property until the agreed purchase price has been fully paid and all claims arising from the mutual business relationship have been settled by Purchaser (extended retention of title). 9.2 Any disposal by Purchaser of products with a retention of title is only permitted in the ordinary course of business of Purchaser and subject to the following conditions:
9.2.1 Under no circumstances may the product be pledged or assigned to third parties as security in the ordinary course of business.
9.2.2 Where the product is sold in the ordinary course of business, the purchase price paid to Purchaser takes the place of the product. Purchaser hereby assigns to GVS all claims against its buyers or third parties resulting from any such sale. Purchaser is entitled to collect the claim provided it complies with its payment obligations vis-à-vis GVS. With view to the extended retention of title (assignment of respective future purchase price claims), any pledge/assignment to a third party, in particular a credit institution, is not permitted. GVS shall at any time be entitled to request the handing over of Purchaser’s sales documents, to examine such documents, and to inform Purchaser’s buyers of the preexisting retention of title.
9.2.3 If Purchaser’s receivables from a resale have been included in a current account, Purchaser hereby assigns its claims vis-à-vis its customer in connection with such current account to GVS. Such assignment shall cover the amount charged to Purchaser by GVS for the resale of the product subject to retention of title.
9.3 Any processing or modification of products by Purchaser prior to the transfer of title shall be deemed effected on does not give rise to any claims of Purchaser vis-à-vis GVS). If the products are processed together with other objects not belonging to GVS, GVS acquires a co-ownership in the resulting new objects in the proportion of the value of its products (final invoice total, including GST) to the value of the other processed objects at the time of processing. In all other respects, the resulting new items shall be treated like the products delivered subject to retention of title.
9.4 If the products are inseparably mixed with other objects not belonging to GVS, GVS shall acquire co-ownership in the new objects in the proportion of the value of its product (final invoice total, including GST) to the value of the other, intermixed objects at the time of mixing. If the products are mixed in such a way that the resulting Purchaser’s object is to be regarded as the main object, it shall be understood that Purchaser transfers to GVS co-ownership in such object on a pro-rata basis. Purchaser undertakes to safekeep the owned or co-owned objects on GVS’s behalf.
9.5 In the event the value of the securities according to the above clauses is going to exceed the amount of the receivables secured thereby by more than 10% in the foreseeable term, Purchaser shall be entitled to request that GVS release such securities whose value exceeds the above percentage.
9.6 The assertion of GVS’s rights under the retention of title shall not release Purchaser from its contractual obligations. The value of the product at the time of repossession shall merely be set off against GVS’s receivables vis-à-vis Purchaser. None of the stipulations contained in this Clause 9 shall be deemed to modify the provisions relating to the transfer of risk of damage to or loss of the products as set out in Clause 3 above.
9.7 GVS is entitled to withdraw from the contract, if a product subject to retention of title on the part of GVS is sold other than in the ordinary course of business of Purchaser, in particular if the product in question is pledged or assigned as security, unless GVS has expressly agreed to such sale in writing or in electronic format.
10. Compliance Requirements
10.1 Export Controls, Embargos
Purchaser acknowledges that the merchandise covered by this contract is subject to the export control laws (including in particular but not limited to embargos and economic sanctions) of the country from which shipment is made, as well as possibly those of the United States. Purchaser further acknowledges that, depending on the product, its country of destination, its designated end use, and the identity of the parties to the transaction, such laws may require Purchaser, either for the further transfer or reexport of the product being exported to it by GVS or on GVS’s behalf, or for the transfer of any item into which Purchaser may incorporate such product, to seek and obtain export licenses/authorizations issued pursuant to those laws. Where Purchaser re-exports the merchandise in question, Purchaser is the legally responsible party for determining its correct export classification, and for obtaining any necessary export licenses/authorizations. As a courtesy and without accepting any liability whatsoever, to aid Purchaser in ascertaining the export classification and the potential applicability of U.S. export control laws on its invoice, GVS shall provide Purchaser upon request with (i) what it believes is the correct classification, under Laws of Malaysia, of the product being shipped and (ii) a statement indicating the country of origin of the product. Purchaser agrees to hold GVS harmless from any and all liabilities or costs incurred by GVS or its affiliates arising for any reason from or in connection with any export, import, regulatory, governmental or treaty violations in any jurisdiction, whether intentional or unintentional.
10.2 Pharmaceuticals, Cosmetics, Food
With respect to the production of pharmaceutical, cosmetic or food preparations, Purchaser shall be solely responsible for compliance with customary medical requirements, general manufacturing practice guidelines and applicable laws, orders and other provisions.
10.3 (Electronic) Waste
Purchaser hereby agrees to bear any costs and perform all operations required in connection with the environmentally sound management of waste resulting from the products, in accordance with all provisions, including any special provisions, laid down by any national legislation, including legislation relating to electrical and electronic waste.
10.4 Obligations on purchase of goods.
In the event Purchaser wishes to purchase goods from GVS, the following shall apply: Purchaser is aware of and agrees to comply with all its current and future obligations under the applicable Laws of Malaysia pertaining to reporting the handling of purchased goods. Purchaser shall reimburse GVS for all expenses incurred by GVS in connection with any required notification from Purchaser to GVS pursuant to any obligations under the applicable laws. GVS assumes no liability for delays in delivery arising in this context. If, for environmental or health protection reasons, GVS does not classify the use envisaged by Purchaser as an identified use, GVS may withdraw from the contract unless Purchaser informs GVS that it will abstain from the envisaged use.
10.5 Data Protection
GVS will request, process and use personal data (mainly name and business addresses of the contact person) from Purchaser to manage Purchasers’ requests, claims, orders or repairs and for the continuing relationship management to Purchaser. Some of those data processing activities are handled on behalf of GVS by GVS SpA, Italy, its affiliates or external service providers. These companies may be based worldwide. For all cases involving a transfer of personal data, GVS will ensure compliance with data protection regulations. Furthermore GVS will transfer these data to authorities, if there is an existing legal obligation for GVS to do so. Individuals have the right to access their data processed by GVS and have such data updated. Subject to the legal requirements of data protection laws of Malaysia, individuals may also require that their data be deleted or blocked.
10.6 Anti Corruption Laws (Malaysian Anti-Corruption Commission Act 2009) (“MACC Act“)
Purchaser acknowledges that: (a) GVS is subject to the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”) and, (b) other bribery and corruption laws in other jurisdictions in which it may operate. Under such laws and provisions, it is unlawful to pay or to offer to pay anything of value to foreign government officials, government employees, political candidates, or political parties, or to persons or entities who will offer or give such payments to any of the foregoing, in order to obtain or retain business or to secure an improper commercial advantage. Purchaser further acknowledges that it is familiar with the provisions of the MACC Act and other bribery and corruption laws that may be applicable in other jurisdictions that is applicable relating to the above Purchaser, and shall not take or permit any action that will either constitute such a breach.
11.1 Governing Law
Unless explicitly otherwise agreed, any contract between GVS and Purchaser shall be subject to the laws of Malaysia without giving effect to its rules on conflicts of laws.
11.2 Place of Performance and Venue
The place of performance for all claims resulting from the contract concluded between Purchaser and GVS is the registered office of GVS’s headquarters in Lot No. 10F-2B, 10th Floor, Tower 5 @ PFCC, Jalan Puteri 1/2, Bandar Puteri, 47100 Puchong, Selangor, Malaysia. The venue for all disputes between the Parties shall be the courts of Malaysia at the High Court of Kuala Lumpur, Malaysia.
11.3 Entire Agreement
These GTC shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of GVS products and the provision of GVS services and supersedes all prior and contemporaneous understandings or agreements of the parties.
11.4 Modification, Written Form
Unless otherwise agreed in these GTC, any changes/amendments and/or additions to these GTC, including to this clause 11.4, must be agreed in writing between the contract parties in order to be effective.
Unless the electronic format is expressly admitted thereunder, any notices required or permitted to be given by either party to the other under these GTC shall be made in writing and shall be sent by prepaid recorded delivery, special delivery or registered mail to that other party at its registered office or principal place of business or such other address as indicated by it in connection with this provision.
If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the contract. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question.
Orders are not assignable or transferable, in whole or in part, without the express written consent of GVS.
Any marketing, promotion or other publicity material, whether written or in electronic form, that refers to GVS, its affiliates, its products, or to these GTC must be approved by GVS prior to its use or release.
Purchaser shall not, without GVS’s written consent, disclose any documents, drawings, schematics, plans, designs, specifications, confidential information, know-how, discoveries, production methods and the like that are marked confidential, proprietary or the like (herein referred to as “technical information”) furnished to Purchaser by GVS, or on GVS’s behalf, for the performance of this agreement, to any person other than personnel of Purchaser. Purchaser shall take reasonable precautions against any such technical information being acquired by unauthorized persons and shall not employ any such technical information for its own use for any purpose whatsoever, including filing any patent applications disclosing or based on GVS’s technical information or publishing the technical information in any form, except in the performance of this agreement. GVS shall retain title to all such technical information and Purchaser shall, at GVS’s request or upon completion of this agreement, return or deliver all such tangible technical information to GVS. The term “technical information” as used herein shall not include information which is generally published or lawfully available to Purchaser from other sources or which was known to Purchaser prior to disclosure thereof to Purchaser by GVS or on GVS’s behalf.
11.10 Proprietary Rights
GVS, or its affiliates, is the owner of certain proprietary brand names, trademarks, trade names, logos and other intellectual property (“GVS IP”). Except as otherwise expressly permitted by GVS, no use of GVS IP is permitted, nor the adoption, use or registration of any words, phrases or symbols so closely resembling any of “GVS IP” as to be apt to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by GVS of another entity’s products or services.
11.11 Waiver of Breach
The waiver by either party at any time to require performance by the other of any provision or part of any provision of these GTC shall not operate as a waiver of such provision at any other time.
11.12 Typographical Errors
Stenographic, clerical or computer errors on the face of any GVS invoice shall be subject to correction by GVS.
11.13 Independence of the Parties
Nothing in this agreement shall be deemed to constitute a partnership between the parties or to make either party the agent of the other party for any purpose. Furthermore, each of the parties shall remain solely responsible for its own acts, statements, engagements, performances, products (in the case of GVS subject to the other terms of the GTC in relation to the products), and personnel.
11.14 Third Parties
Nothing in this document is intended to create any rights in third parties against GVS.
The GTC is prepared in the English language.