Terms and Conditions
1. General; Entire Agreement
A. The sale of sign(s), banner(s), backdrop(s),vehicle wrapping or sandblast frosted (collectively hereinafter referred to as the “Product(s)”) or provision of services in support of Products (the “Service(s)”) by CMYK advertising (the “Seller”) to the party purchasing the Products (the “Buyer”) shall be governed by these terms and conditions.
B. Seller‘s offer to sell the Products to Buyer is expressly limited to Buyer‘s acceptance of these terms and conditions. Any of the following constitutes Buyer‘s unqualified acceptance of these terms and conditions:
• Issuance or assignment of a purchase order for the Products,
• Acceptance of any Product under the purchase order, or
• Payment for any of the Products under the purchase order.
C. Additional or different terms or conditions proposed by Buyer (including any additional or different terms provided in a purchase order) shall be void and of no effect unless specifically accepted in writing by Seller.
D. This Agreement shall be the exclusive agreement between the parties for the Products and Services, subject to the terms and conditions herein. Any prior or contemporaneous understandings, agreements, and representations, oral or written, are superseded by these terms and conditions. No modification to these terms and conditions shall be valid unless in writing and signed by Seller.
E. Agents and sales representatives of Seller have no authority to make any representations not included herein, and any such representations should not be relied on by Buyer.
The Products and other items or Services covered by this Agreement shall be sold and invoiced at the prices listed on the quotation, website or published price list (the “Price”). Prices do not include value added tax (VAT), sales, excise, use or other taxes now in effect or hereafter levied by reason of this transaction. Buyer will pay and indemnify and hold Seller harmless from all such taxes.
3. Payment Terms
A. Payment terms are net thirty (30) days from date of invoice. Seller reserves the right to require alternative payment terms, including, without limitation, site draft, letter of credit or payment in advance. Time of payment shall be of the essence and payments shall be made without deduction or set off.
B. If payment is not received by the due date, a late charge will be added at the rate of one percent (8%) per month (eighteen percent (25%) per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof.
C. All payments will be made to the Seller at the following address.
All cheques should be sent to:
Glormu Cassar Street,
All payments by Bank transfer in Euro should be submitted to:
Bank of Valletta
Account Nr. 40018795082
IBAN Nr. MT29VALL22013000000040018795082
A. Seller will be responsible for shipment to Buyer. Seller will ship by the method it deems most advantageous. When special or export packaging is required, the cost of the same, if not set forth on the invoice, will be separately invoiced.
B. Seller may make delivery in installments and may render a separate invoice for each installment. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept delivery of remaining installments. Any delivery not in dispute shall be paid for on the due date, as provided in this Agreement, without any offset, regardless of controversies relating to other delivery or undelivered products.
C. All Products shall be suitably packed for air and ground shipment, unless otherwise requested by Buyer and agreed to in writing by Seller.
D. Where the total value of any purchase order does not exceed €350 Seller reserves the right to apply a shipping and handling charge. . Details of such charges are set out in a schedule of shipping and handling charges which is available to Buyer on request. Buyer notes that Seller may vary the charges set out in the schedule of shipping and handling charges from time to time.
5. Title, Risk of Loss, Insurance
Unless stated otherwise by Seller, all shipments will be EXW. (Ex Works) F.O.B. (Free on Board) rates available on demand. All Products are to be shipped by air/sea freight from Seller‘s shipping facility. Title to the Products and risk of loss or damage to each shipment shall pass to Buyer when Seller or its agent tenders such shipment to the carrier.
Buyer or Buyer‘s agent may inspect the Products at Seller‘s place of manufacture. Buyer shall accept any tender of the Products by Seller which substantially conforms to the description of the Products set forth herein. Buyer shall be deemed to have irrevocably accepted any Product, Buyer‘s right to reject such Product shall cease, unless Buyer gives to Seller notice of rejection in writing: (a) in the case of defects discoverable through inspection.
7. Force Majeure
Seller shall not be liable, directly or indirectly, for any delay or failure in performance of any obligation under this Agreement, including any delivery obligation, where such delay or failure arises or results from a cause beyond Seller‘s reasonable control, or beyond the reasonable control of Seller‘s suppliers or contractors, including, but not limited to strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials, acts of God, war, earthquake, fire, or flood. In the event of such force majeure, the time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby, provided that Seller notifies Buyer of the nature and duration of such force majeure event.
8. Limitation of Liability
IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR CONTINGENT DAMAGES ARISING FROM OR RELATING TO THIS CONTRACT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER‘S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, INCLUDING FOR ANY LIABILITY ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT DELIVERED BY SELLER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID BY BUYER ON WHICH THE CLAIM IS BASED. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE SELLER‘S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENT ACT OR OMISSION OF THE SELLER.