Shure B2B Standard Terms of Trade
All orders are accepted by Shure UK Limited (trading as Shure Distribution UK) (the “Company”) subject to the following terms and conditions (the “Agreement”) which shall form part of and govern the contract for the sale of goods (“Contract”) by the Company to the customer (the “Customer”). No other written, oral or implied terms or conditions shall form part of such Contract unless expressly agreed in writing by the Company.
1. General Provisions, Scope of Application
1.1 These General Terms and Conditions ("Terms and Conditions") shall apply to all orders for goods from Shure UK Limited, Unit 2, The IO Centre, Lea Road, Waltham Abbey, Essex EN9 1AS, United Kingdom (the "Company"), within the scope of commercial transactions (B2B) between the Company and the respective legal entity purchasing such goods ( the "Contractual Party").
1.2 All orders are accepted by the Company exclusively subject to these Terms and Conditions. These Terms and Conditions shall apply, in particular to the delivery of new products, accessories and spare parts.
1.3 The validity of other general provisions, in particular general terms and conditions of purchase of the Contractual Party shall not be applicable. These Terms and Conditions shall also apply exclusively if the Company executes a delivery without reservation or accepts counter-performance in the knowledge of other terms and conditions.
1.4 The version of the Terms and Conditions valid at the time of conclusion of the agreement shall be binding.
1.5 These Terms and Conditions shall also apply to all future, similar business relations between the Company and the Contractual Party, even if the Terms and Conditions are not expressly included again.
1.6 Individual agreements made on a case by case basis between the Company and the Contractual Party shall take precedence over any contrary or conflicting provisions of these Terms and Conditions. Subject to proof to the contrary, a written agreement or written confirmation by the Company shall set the content of such agreements.
2. Offer and information on the goods, conclusion of contract
2.1 The Company's offers are generally non-binding.
2.2 The use of the goods is beyond the control of the Company and shall therefore be the sole responsibility of the Contractual Party, unless expressly stipulated otherwise by the Company. Information on technical documentation, weights, performance, operating costs, etc. is provided according to the best knowledge of the Company, but shall be deemed to be non-binding information only and shall not release the Contractual Party from its own examination of the goods supplied by the Company for their fitness for the intended purpose. Such indications do not constitute quality specifications unless they are expressly designated in writing as binding. Guarantees concerning the quality of the Company’s goods must be expressly marked as such. Public statements, recommendations or advertising by the Company or third parties do not constitute a statement of the quality of the goods. Deviations in weights, dimensions and other technical values which have no effect on the intended use are permissible and do not entitle the Contractual Party to launch a complaint or claim.
2.3 Orders of the Contractual Party shall only become binding for the Company upon its acceptance of the order by written confirmation or by sending the goods and the invoice.
3. Prices, Price Adjustment
3.1 Prices are quoted in GBP. Other currencies shall only apply if expressly agreed in writing.
3.2 Value Added Tax is invoiced separately at the respective currently applicable rate.
3.3 The Company shall be entitled to make a reasonable, corresponding price adjustment even after conclusion of the contract if cost changes occur up to the time of delivery, in particular due to changes in the prices of raw materials or auxiliary materials, collective wage agreements, other price changes of suppliers or exchange rate fluctuations for which the Company is not responsible and which could not have been foreseen with sufficient certainty. Upon request, the Company will prove the reasons for the price adjustment to the Contractual Party. This shall not entitle the Contractual Party to withdraw from the contract.
4. Terms of Payment, Default of Payment
4.1 Unless otherwise agreed, the invoices of the Company shall be paid to the account specified in the invoice within 30 days after delivery and receipt of the invoice without deduction. If this payment deadline is exceeded, default shall occur even without a reminder. In any case, the Company shall be entitled to offset payments of the Contractual Party also against the Contractual Party's older liabilities.
4.2 A payment shall only be deemed to have been made when the Company can dispose of the amount. In the case of bank transfers, the receipt of the invoice amount on the specified account shall be decisive.
4.3 If the Contractual Party is in default, the Company shall be entitled to charge interest at a rate of 9 percentage points above the respective key interest rate of the Swiss National Bank from the date of default. The Company reserves the right to claim higher damages.
4.4 If the Contractual Party defaults on at least two payments arising from the business relationship with the Company, the Company shall be entitled to declare the Contractual Party's entire payment obligations from all business relationships with the Company immediately due and payable.
4.5 The Contractual Party shall only be entitled to set-off or to exercise a right of retention if the underlying counterclaim has been legally established or is undisputed or is based on the same contractual relationship.
5. Deterioration of Assets
5.1 If, after the conclusion of the contract with the Contractual Party, it becomes apparent that, due to its financial situation, the fulfillment of its contractual obligations is at risk (in particular in the event of cessation of payments, application for insolvency proceedings, seizure or execution measures, the lodging of bill or check protests and debit note returns, including vis-à-vis or to third parties), the Company shall be entitled, at its own discretion, to withhold delivery until advance payment of the purchase price or the provision of adequate security. This shall also apply if, as a result of the Contractual Party's default in payment, there are reasonable doubts about the Contractual Party's solvency or creditworthiness.
5.2 In the cases of clause 5.1, the Company shall also be entitled to withhold deliveries until receipt of all payments from outstanding claims against the Contractual Party or provision of an appropriate security. However, this shall only apply to claims not yet due, including claims for which the Company is obligated to advance performance under contracts already concluded, and claims without an intrinsic natural or economic connection to the delivery, provided that there is a justified interest of the Company in this respect.
5.3 If a current account relationship exists within the scope of the business relationship, the Company shall also be entitled in the cases of clause 5.1 to withhold deliveries until receipt of all payments from recognized balances or provision of an appropriate security.
5.4 If the advance payment or provision of security pursuant to clause 5.1 is not made by the Contractual Party within two weeks, the Company shall be entitled to withdraw from the relevant contract.
6. Delivery, Delay
6.1 The delivery periods or delivery dates stated in the offer shall not be binding unless they have been agreed upon as binding in individual cases. The delivery period shall commence upon conclusion of the contract, unless otherwise stipulated by the Company. However, delivery periods shall not begin to run before the provision of the documents, approvals, releases to be procured by the Contractual Party or complete fulfillment of other obligations to cooperate, if any, as well as before receipt of an agreed down payment on the account of the Company.
6.2 Delivery shall be DAP ICC Incoterms® 2020 or according to a differently agreed Incoterm.
6.3 If the Contractual Party requests deliveries to third parties or express deliveries, the Company shall be entitled to invoice the additional freight costs incurred in this respect.
6.4 In the event of a non-binding delivery period, the Company shall not be in default before the expiry of a reasonable deadline for delivery set by the Contractual Party. The Contractual Party may not set the expiry of such a period to an earlier date than two weeks after the expiry of the non-binding delivery period or the non-binding delivery date.
6.5 The dispatch of the goods ex works shall be sufficient to meet the delivery deadline. Even if the Company undertakes the shipment of the goods, the place of performance shall be the place where the goods are handed over by the Company to the carrier.
6.6 The Company shall not be in default of delivery if a supplier does not supply the Company correctly or in due time for reasons that are not within the Company's sphere of responsibility and although the Company has concluded a congruent covering transaction with the supplier.
6.7 Partial deliveries shall be permissible provided that their acceptance is not unreasonable for the Contractual Party, in particular if the delivery of the remaining ordered goods is ensured and the Contractual Party does not incur significant additional expenses or costs as a result (unless the Company agrees to bear such costs). Each partial delivery may be invoiced separately.
7. Transfer of Risk
7.1 Unless otherwise agreed, the risk of accidental loss and accidental deterioration of the goods shall pass to the Contractual Party at the latest upon delivery of the goods, i.e. the possibility to accept the goods at the place of the Contractual Party or an employee or vicarious agent designated by the Contractual Party, even if permissible partial deliveries are made or the Company has assumed other services, e.g. the shipping costs or delivery and installation. The availability at the place of the Contractual Party shall be decisive. The handover shall be deemed to have taken place if the Contractual Party is in default of acceptance.
8. Force Majeure
8.1 If the Company is unable to deliver or otherwise fulfill its contractual obligations due to force majeure such as mobilization, war, terrorism, riots, natural disasters, fire or other unforeseeable circumstances for which the Company is not responsible, e.g. strikes or lawful lockouts, operational or transport disruptions, difficulties in procuring raw materials, epidemics or pandemics, virus and other attacks by third parties on the IT system of the Company, insofar as these occurred despite compliance with the usual care in the case of protective measures, the agreed delivery or fulfillment periods shall be extended in each case by the duration of the hindrance plus a reasonable start-up period, but by a maximum of three months. The Company shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay. The Company shall notify the Contractual Party of the beginning and the expected end of such circumstances as soon as possible.
8.2 If the hindrance lasts longer than eight weeks, both parties may withdraw from the contract.
9.1 The Contractual Party's rights in respect of defects shall be subject to the condition that the Contractual Party inspects the goods upon delivery and duly gives notice of defects in accordance with Art. 201 of the Swiss Code of Obligations. Claims must be made in writing, stating the specific defect. Claims due to incomplete delivery and other recognizable defects must be made to the Company in writing without delay, but no later than 5 working days after delivery, hidden defects without delay, but no later than 5 working days after their discovery. Acceptance of the goods may not be refused due to insignificant defects. Claims based on defects notified late shall be excluded.
9.2 The costs of the examination of the goods shall be borne by the Contractual Party. Defective goods shall be made available to the Company for inspection upon request.
9.3 In the event of duly notified defective goods, the Company shall, at its option, remedy the defect (subsequent improvement) or deliver a defect-free item (subsequent delivery). The subsequent performance shall take place without recognition of a legal obligation. In the case of rectification, the remaining part of the original limitation period shall begin to run when the rectified goods are returned. The same shall apply in the case of subsequent delivery.
9.4 In the event of failure of the subsequent performance, the Contractual Party shall have the right to reduce the purchase price appropriately or to withdraw from the contract, at its option.
9.5 Further claims for defects of the Contractual Party, regardless of their nature, shall be excluded subject to any claims for damages limited in accordance with Section 10.
9.6 The Contractual Party shall bear the reasonable costs of an unjustified assertion of defect rights (e.g. if the goods were not defective); the same shall apply if the Company wrongly grants defect rights without being obliged to do so.
9.7 Claims for defects shall become time-barred within one year from delivery of the goods. However, this limitation shall not apply if (i) a defect has been fraudulently concealed or (ii) a warranty for the quality of a good has been given (in this respect, the warranty provision or limitation period resulting from the warranty shall apply, if applicable). In the case of claims for damages, this limitation shall furthermore not apply in the following cases: (i) injury to life, body or health, (ii) intent and (iii) gross negligence.
10.1 Excluded are all claims for damages of the Contractual Party beyond the provisions contained in this clause 10, irrespective of the legal grounds, including tort.
10.2 The Company's liability for damages in the event of simple negligence shall be limited to damages arising from the breach of material contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Contractual Party regularly relies and may rely; in this case, however, liability shall be limited to the typical foreseeable damage. This limitation of liability shall apply in the same way to damage caused by gross negligence on the part of auxiliary persons, employees or vicarious agents of the Company.
10.3 In cases of clause 10.2, liability shall be limited in each case to 10 times the purchase price of the delivery concerned.
10.4 In cases of Clause 10.2, liability for consequential damages, including loss of profit and business interruption, shall be limited to 5 times the purchase price of the affected Delivery.
10.5 The foregoing limitations and exclusions of liability shall not apply (i) in case of injury to life, body or health, (ii) in case of fraudulent concealment of defects, (iii) to the extent the Company has given a warranty as to quality or durability (in this respect the warranty provision resulting from the warranty shall apply, if applicable), (iv) in case of liability under the Product Liability Act and (vi) in case of intent or gross negligence.
10.6 Insofar as the liability of the Company is limited according to the above provisions, this shall also apply to the liability for auxiliary persons, employees and vicarious agents of the Company.
10.7 The above liability provisions shall apply accordingly to futile expenses.
11. Secrecy, Data Protection
11.1 Unless expressly agreed otherwise or prescribed by law, regulation or authority, information submitted to the Company in connection with an order shall not be considered confidential. Subject to proof to the contrary, the content of such agreements shall be governed by a written agreement or written confirmation by the Company.
12. Applicable Law/Court of Jurisdiction/Miscellaneous
12.1 These Terms and Conditions and the entire legal relationship between the Company and the Contractual Party shall be governed by the laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2 The place of jurisdiction for all disputes arising directly or indirectly from or in connection with the contractual relationship shall be the Commercial Court of Zurich, unless otherwise agreed. In addition, the Company shall be entitled to sue the Contractual Party at its registered office.
12.3 The Contractual Party may not assign in whole or in part the rights and obligations incumbent upon it in connection with deliveries or other aspects of the commercial transactions between the parties without the prior written consent of the Company. The Company shall be permitted to assign the rights and obligations incumbent upon the Company in connection with the sale of goods and other aspects of the commercial transactions between the parties, in particular to affiliated companies.
12.4 If any provision of these Terms and Conditions is or becomes invalid, this shall not affect the validity of the remaining provisions.