Terms and conditions
TERMS AND SALE CONDITIONS
1. General information
2. Payment terms
2.1 Payment for the purchase must be made within thirty (30) days from the date the Timebox company issues the invoice for the delivery of the product, unless otherwise specified in writing by Timebox. Timebox may charge a penalty payment at a rate equivalent to two percent (2%) in excess of the interest rate for the period established in accordance with the article 486, paragraph 1 of the Civil Code of the Russian Federation, if the payment is not received by the fixed period.
2.2 Any payments received from the Client on overdue accounts will be applied to meet the interest that may be accrued, or to the legal expenses and legal costs referred to in clause 2.3.
2.3 The Client is responsible for all legal expenses (including contingent expenses such as payment of a debt collection fee) and legal expenses (based on full compensation) incurred by Timebox in connection with the fullfillment of obligations and the recovery of funds due from the client to Timebox.
3.1 Prices set for the goods must correspond to the current price offer for these goods. Otherwise, they will be determined by Timebox in accordance with the company’s standard prices which are relevant on the delivery date (regardless of whether the Client is notified of this or not, and regardless of any prices contained in the order). Timebox will make an effort to notify the Client of price changes, but does not assume any responsibility in respect of this.
3.2 Any proposal from Timebox is not an offer. Prices will remain valid for twenty days from the date of conclusion of the Contract.
3.3 Any offer, acceptance of an offer, purchase request or other document requiring signature may be signed electronically, and the person who signed the electronic signature bears the same responsibility as for a real signature.
3.4 Unless otherwise agreed by Timebox, prices do not include:
3.4.1 Any statutory tax, including GST, duty or other charges imposed on the product that were not been included by Timebox in the price calculation.
3.4.2 Expenses and charges related to insurance, packaging (except standard Timebox packaging), packing into boxes, delivery (by motor transport, rail, sea or air) and export of the product.
3.5 Any changes in the invoice or contract price caused by changes in exchange rates shall be paid by the Client.
3.6 The Contract between Timebox and the Client is not affected by any imposition or modification of customs duties, or by any decision of the customs department regarding the classification or value of duties or related charges. Any such imposition must be to the Client’s account.
4. Shipping and delivery.
4.1 Any terms specified for delivery and/or supply are estimated, and Timebox is not responsible for failure to complete the shipment or delay in delivery. The Client is not released from any obligation to accept or pay for the goods due to any delay in delivery or supply. Timebox reserves the right to halt the supply of the product at any time if the Client does not comply with these conditions.
4.2 Timebox may refuse to provide any Client order for products at its absolute discretion and may make acceptance of the order conditional on obtaining a satisfactory credit assessment from the Client.
4.3 The Client is considered to have accepted delivery of the product if the product is either delivered to the Client’s address, or when Timebox notifies the Client that the product has arrived at its destination and is ready for receiving.
4.4 After the Goods have been delivered to the Client, the Client is responsible for all fees and expenses incurred during routine maintenance, repair or emergency maintenance of the product in order to ensure that the Goods operate as intended by the Client. If necessary, Timebox will work with the Client and consult to determine ways to minimize any expenses incurred by the Client in accordance with this clause.
4.5 If the Client is unable to accept or does not accept delivery of the product, Timebox may deliver it to the storage location specified by the Client, or if there is no such destination, to a location determined by Timebox. This action is considered as delivery of the product to the Client. The Client is responsible for all fees and expenses incurred by Timebox due to storage, delay, double shipment/delivery or similar reasons.
4.6 In accordance with paragraph 5.1, the Client agrees that it will be obligated to pay for the Goods within the specified time, even though the delivery is made after the agreed delivery date, and even though the Goods cannot yet be delivered.
5.3 The Client acknowledges and agrees that such refusal to deliver goods under the License Agreement does not give the Client the right to delay payment in accordance with these Terms.
6.1 Until full payment is made for all Goods and any other Timebox invoices in any way outstanding by the Client, from time to time:
6.1.1 All outstanding amounts become immediately due and payable by the Client to Timebox. If the Client fails to pay any other amounts due to Timebox, becomes bankrupt or commits any act of bankruptcy, joins with its creditors, receives a judgment against it in court, or, as a company, appoints a liquidator, receiver, receiving manager or administrator, notwithstanding the provisions of any other clause of these Terms.
6.1.2 Ownership of the Goods must not pass to the Client, and the Client receives the Goods as a bailee in relation to Timebox (returning it to Timebox on request). However, the Goods is at the Client’s risk from the moment of shipping/delivery, and the Client must insure the Goods from the moment of shipping/delivery.
6.1.3 The Client has the right to sell the Goods (or any part of it) to third parties only as a fiduciary agent of Timebox, provided that it does not have the right to bind Timebox to any liability to such third party under the contract or otherwise. All payments (direct or indirect) received by the Client from such third parties for the Goods (or any part thereof) are held in trust by Timebox in accordance with the fiduciary relationship.
6.1.4 In case Client includes or converts the Goods (or any part thereof) into any other goods or items produced by the Client (or a third party), the Client shall retain a part of any payment (“relevant proportion”) received by the Client for such goods on trust for Timebox. The client acknowledges that the relevant share must be equal to the dollar value of the incorporated or converted goods, and the Client further acknowledges that any partial payment (not exceeding the relevant share) received by the Client for such goods will be accepted as payment for the first of the relevant shares.
6.1.5 Timebox has the right to enter any premises where the Goods are stored, as well as to use the Client’s name and act on their behalf, if necessary, in order to regain possession of the goods without liability for trespass or any subsequent damage.
6.2 At any time, Timebox reserves the right to own any pallets used for the delivery of the Goods, and the Client agrees to reimburse Timebox for any pallets not returned to Timebox in good condition (as determined by Timebox) within fourteen (14) days of delivery of the Goods.
6.3 Any portable equipment used for the delivery of Goods and for which a rental fee is charged remains the property of Timebox.
6.4 In addition to any lien to which Timebox may be entitled by law or otherwise, in the event of the client company’s insolvency, bankruptcy or liquidation, Timebox is entitled to a general lien of all property or goods owned by the Client in Timebox’s possession (although all or part of such property or goods may be paid for) for the unpaid price of any goods sold or delivered to the client under this or any other contract.
7. The availability of stock
Any order that cannot be fulfilled upon receipt will be automatically re-ordered and processed when the Goods are available (in stock), unless the stated standard Client policy is not to re-order the Goods or the Client specifically marks their order “do not re-order”. Deliveries are made at any time depending on the availability of the Goods, and Timebox is not responsible for any costs due to the lack of Goods.
In accordance with clause 3.4 and unless otherwise agreed, Timebox will deliver the most profitable route and carrier to all destinations. If the Client chooses a route with a higher cost than the route selected by Timebox for shipment, Timebox will charge the difference in cost to the Client.
9. Refunds, cancellations and claims
9.1 The Client must not return any Goods to Timebox without obtaining prior permission from Timebox. Returns will not be accepted unless a copy of the relevant invoice is attached to the returned item. The return request must also include a list of returned items, including the Goods description, quantity, date of return, and the Client’s name and address. Shipping fees must be paid by the Client, unless the item is returned via an approved Timebox carrier. All items must be returned in their original packaging, and the Client is responsible for all damages incurred during the return shipment. The credit note will only be issued by Timebox after the returned items have either been received by an authorized representative of Timebox or returned to It by the Client, as indicated above.
9.2 All returned items must have their original quality preserved, so that they are fully sealed in the original packaging, are in a clean state, do not have any price tags and are still listed in the current price list of the company.
9.3 If Timebox accepts the return of any ordered item, Timebox may charge the Client fifteen percent (15%) of the invoice price as a handling fee, while the shipping costs and risk remain the responsibility of the Client.
9.4 No cancellations or partial cancellations by the Client will be accepted by Timebox unless the company has previously given written consent to such cancellation or partial cancellation, and if the cancellation fee has not been paid, which, as determined by Timebox, will reimburse Timebox for all losses without limitation. Cancellation will not be accepted for Goods that are not in the current price list, as well as for those Goods that are in the process of production or ready for shipment.
9.5 All complaints, claims or notifications about lost items, incomplete items, items damaged during transportation, or items that do not comply with the Client’s purchase request must be submitted by the Client to Timebox in writing within seven (7) business days from the date of the invoice for the delivery of the Goods. Otherwise, the Client is considered to have accepted the Goods and does not refuse to pay for the Goods on the basis that it was lost, incomplete, during transportation, or does not match the Client’s purchase request.
10. Security interest about personal property
10.1 The Client shall not interfere with Timebox’s security interest in respect of the Goods delivered as commercial property in order to secure the Client’s obligation to pay the cost of the goods and any other obligations of the Client to Timebox under this contract.
10.2 In accordance with Timebox’s requirements, the Client is required to provide all timely assistance and relevant information at their own expense to enable Timebox to register a financial report or a report on changes in financing, as well as to support the fullfillment of Timebox’s security interest in respect of the delivered goods.
10.3 The Client may not change the name of a legal entity without first notifying Timebox of the new name at least 7 days before the change takes effect.
10.4 The Client guarantees that the Goods are not purchased for personal, household or domestic use.
10.5 Notwithstanding any reference to a specific account/order, if any amount remains outstanding by the Client for multiple accounts/orders, any payments received from the Client are considered to have been made by the Client and applied by Timebox in the following order:
10.5.1 To any outstanding obligation of the client to Timebox in the order in which these obligations were accepted.
10.5.2 To any obligations secured by, but not by, a security interest of the purchase amount, in the order in which these obligations were assumed.
10.5.3 To obligations secured by a security interest of the purchase amount, in the order in which these obligations were accepted.
10.6 Until the Client pays all the money due to Timebox, the Client is obliged to constantly assist in:
10.6.1 All Goods supplied by Timebox, while in the possession of the Client, can be easily identified and recognized, and/or
10.6.2 All income (in any form) received by the Client from the sale of any of the Goods is easily identified and tracked.
10.7 If the Goods are purchased by the Client and stored as inventory, nothing in this clause prevents the Client from selling or leasing and delivering the Goods in the normal course of its business. Otherwise, until the Client has paid all money due to Timebox, the Client will not sell or grant a security interest in the goods without the written consent of Timebox.
10.8 The Client waives its right to receive a verification statement in respect of any financial statement or statement of change in financing registered by or on behalf of Timebox in respect of a security interest created by these Terms and conditions.
11 . Law “Commercial privacy” of 29.07.2004
In order for Timebox to evaluate the Client’s loan application, the Client gives Timebox permission:
11.1. Obtain from the credit reporting bank a consumer or commercial credit report containing personal information about the Client and its guarantors in accordance with the Federal law of 27.07.2006 N 152-FZ (edited 31.12.2017) “About personal information”.
11.2 To receive credit reports and other information from the bank related to the Client’s commercial credit activity, as well as
11.3 Provide information to the bank upon request of credit reporting, including identification data and information about the Goods order (application).
And in accordance with article 10 of the federal law “Commercial privacy”, the Client authorizes Timebox to provide and receive information about the Client’s credit obligations from any bank specified in the accompanying credit application, as well as from banks that may be specified in the credit report issued by the credit reporting service. The client understands that this information may include any information about their credit worthiness, credit history, or information that creditor banks may provide or receive from each other in accordance with the privacy law.
The Client understands that the information may be used to evaluate their loan application, assist them in avoiding debt on their credit obligations, assess their credit worthiness, and notify other banks in accordance with these Terms and conditions.
The Client must notify Timebox in writing within seven (7) days of receiving the notification of:
12.1 Any change in the company name or the Client’s ownership rights.
12.2 Any legal proceedings against the Client.
12.3 Any change in ownership of the Client’s brand name. The Client agrees that they are responsible to Timebox for all Goods supplied by Timebox until they are notified of any such change.
13.1 Timebox does not provide any guarantees with respect to the Goods supplied, other than those that are implied and that cannot be excluded by law. To the extent permitted by law, Timebox’s liability for breach of the terms or warranties is limited to repairing or replacing the Goods, delivering a similar Goods, paying the cost of repairing or replacing the Goods, or purchasing a similar Goods as determined by Timebox.
13.2 Client acknowledges and warrants that it relies on its own judgment and decisions, or, alternatively, on the skills and judgment of sales agents and professional consultants that provide advice and assistance regarding the profitability of the Goods for specific purposes and works, and in this respect releases Timebox from any claim, demand or compensation that, other than these Terms, the Client may have against Timebox.
13.3 The Client guarantees to Timebox that it purchases the Goods as a consumer and not as a distributor.
14. Force majeure
Timebox is released from its obligations in the event of a national emergency, war, government prohibition order, or if any other reason beyond the control of the parties makes it impossible to provide the Goods. However, all money due to Timebox are paid immediately and, unless prohibited by law, Timebox may decide to terminate the contract.
15. Failure to implement
Timebox’s failure to enforce or insist on the timely performance of any term, agreement, or provision of these Terms, or Timebox’s failure to exercise any right or remedy available under these Terms or the law, or Timebox’s failure to insist on the timely payment of funds within a specified time limit or to require payment of any fees that accrue, or any extension of the lender’s deferral under these Terms does not constitute a waiver of any subsequent default or an objection to Timebox’s right to demand timely payment of future obligations or strict compliance with the terms.
16. Legal construction
16.1 These terms and conditions shall be governed by and interpreted in accordance with the laws of the Russian Federation, and subject to the jurisdiction of the courts of the Russian Federation with the Client’s consent.
16.2 Although any provision of the Terms may be illegal or unenforceable under any statute or rule of law or for any other reason, this provision shall be deemed permissible without prejudice to the legality of the remaining provisions, and the remaining provisions of the terms shall remain in full force and effect.