1.1      The user of these general terms of sale (“GTS”) is Fabory UK Ltd. Where mention is made of "Fabory" and/or "us" and/or "we" in these GTS, this refers to Fabory UK Ltd. (registered and located in England with company number 2225266, Block D, bay 9, the Bescot Estate, Woden Road West, Wednesbury WS10 7SG (tel. + 44 (0)121 502 4001, email: sales.faboryuk@fabory.com), and to companies and businesses linked and/or affiliated with the aforementioned company.

1.2      Where in these GTS mention is made of “Customer”, this refers to the opposing party of Fabory.

1.3      Where in these GTS mention is made of “Products”, this refers to the Products in the agreement between Fabory and the Customer.

1.4      All contractual relationships, particularly offers, sales contracts, deliveries and services, made on the basis of any orders by our customer ("Customer"), in particular through our online shop www.fabory.com/nl ("Online Shop") or through our catalogs, flyers or other sales channels, legal relationships resulting from the User Account (as defined below) and any other relationships (including quasi-contractual relationships) between us and the Customer shall be governed by these GTS to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.5      An order placed by the Customer constitutes an offer by the Customer to purchase the Products in accordance with these GTS and such offer shall only be deemed to be accepted when Fabory issues a written acceptance of the order or (if earlier) we deliver the Products, at which point agreement shall come into existence.

1.6      All tenders of Products and services by Fabory occur in general without engagement and will be valid during 30 days, unless explicitly stated otherwise.

2.1      We reserve the right to unilaterally change these GTS. We will inform the Customer about the amended provisions. The changes will become effective and will be part of the contractual relationship with the Customer, unless the Customer has objected to this by giving notice in writing, by fax or email within a period of six weeks following the notification about the changes.

2.2      Product depictions in the catalogs and websites are for illustrative purposes only. Fabory reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the catalogs and websites. Fabory reserves the right to cancel any and all orders free of charge resulting from such pricing errors, even if Customer has received an order confirmation from Fabory.

2.3      Products can show small deviations from the products shown in the catalog or website published. The small deviations are admitted when they fall within the accepted scope of deviations. The Products of Fabory can, at Fabory’s own judgment, be replaced by similar products.

2.4      We take our Customers' and users' privacy seriously. Please see our privacy policy for more information about how we use the personal data we collect from our Customers.

3.1      The Customer has the opportunity to register and create a personal user account on Fabory's website, www.fabory.com ("User Account"). Each Customer shall keep only one User Account at the same time. The User Account will be activated by Fabory after review of the registration and, at our discretion, a check of creditworthiness. We are, however, not obligated to accept a registration.

3.2      All information provided by the Customer must be true, accurate and complete and any future changes must be communicated without undue delay to Fabory.

3.3      The Customer may not transfer the User Account and the rights and obligations resulting therefrom without our prior written consent. The Customer acknowledges and agrees that the User Account may not be shared with third parties.

3.4      When the User Account is used by third parties, subject to article 3.3 of these GTS, the use of the User Account deems the respective user to be authorized by the Customer. The Customer hereby authorizes the respective user of the User Account to make transactions on behalf of and for the account of the Customer. By delivering the Products to the respective user following its instructions, we are discharged from our obligations towards the Customer.

3.5      The Customer must keep its credentials confidential and appropriately restrict the access to the User Account. In particular, the Customer must protect the credentials against loss, theft and any unauthorized use. The Customer must notify us without undue delay of any loss, theft or unauthorized use of its credentials in writing. Until such notification, any use of the User Account is deemed to be authorized by the Customer and any purchases through the User Account are deemed to be made with binding effect on the Customer, i.e. on behalf and for the account of the Customer.

4.1      A binding agreement between the parties is concluded only after Fabory has sent an order confirmation to the Customer or after Fabory executed the agreement, or after Fabory has notified the Customer about the Products being shipped.

4.2      In the event that our supplier fails to deliver a Product in a timely manner, Fabory is entitled to refuse to accept a Customer's offer or to revoke its acceptance respectively and cancel the contract with regard to the undelivered Products, without being liable for any compensation to the other party.

5.1      When the Customer terminates a contract (whether in total or in part), the Customer is obligated to compensate Fabory for all costs reasonably incurred by Fabory for the implementation of the contract, without prejudice to any right that Fabory may have to claim compensation for costs, damages, losses (including lost profits) and interest ensuing from the termination of the respective contract.

5.2      Without prejudice to its other rights, Fabory has the right to terminate the contract for cause in case the Customer is in default or if the Customer is in the stage of insolvency, (requested) suspension of payment or liquidation. In the aforementioned cases, the claims of Fabory on the Customer shall be immediately receivable.

6.1      Unless explicitly stated otherwise, prices listed in Fabory’s online shop, catalogs or any other literature are wholesale, do not include shipping, handling fees, taxes, duties, import fees and/or customs brokerage charges, and are subject to correction or change without notice. Market sensitive commodity Products will be priced according to current market conditions.

6.2      Customer is responsible for applicable sales taxes, duties, import fees and any custom brokerage charges.

6.3      Fabory at all times has the right, after the conclusion of the agreement, to alter the agreed price proportionally, where price-determining factors undergo changes – whether foreseeable or not at the time of the tender and/or confirmation of order – such as wages, prices, import taxes, currency rates, excise duties, levies and taxes, and in general all government measures, this to occur while taking into consideration the relevant current statutory regulations.

7.1      Unless explicitly agreed upon otherwise, delivery shall be made "Ex Works (EXW)" in accordance with Incoterms 2015 (as amended from time to time). The Products are ought to be delivered once the Products are at the disposal of the Customer.

7.2      Partial deliveries of Products included in the same order shall be permitted, provided that the Products can be used separately. Where Products and/or services are delivered in parts, Fabory has the right to invoice separately for each part.

7.3      The risk of damage to or loss of the sold Products shall pass to the Customer upon delivery of the Products.

7.4      In the event that a delivery to the indicated address is not possible or the Customer refuses to accept or collect the shipment, we reserve the right to charge the Customer for any and all costs caused thereby (such as, but not limited to handling, storage, packaging and shipping the Products).

8.1      Any delivery times stated in the online shop, catalogs or any other literature are of indicative nature only and shall not constitute or be construed as a statutory deadline or fixed delivery deadline, unless explicitly stated otherwise by us in writing.

8.2      Any failure to meet an agreed delivery date shall not automatically constitute a breach of this agreement. The Customer shall be obliged to send Fabory a written notice of default, providing it with an additional reasonable term for performance.

8.3      Fabory shall not be liable for any non-compliance of her obligations resulting in whole or in part from any force majeure event, including but not limited to acts of God, labour disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Fabory in the conduct of its business.

8.4      If the performance of the contract by us is affected by force majeure or by an unforeseeable impediment to perform which cannot be overcome by commercially reasonable efforts and which is not attributable to us, the initial delivery deadline shall be extended by the period of time during which the impediment to perform continues, unless this cannot reasonably be expected of Fabory, in which case Fabory is entitled to terminate the agreement free of charge.

9.1      Payment of the invoice by the Customer will be due and payable in full within 30 calendar days following receipt of the invoice.

9.2      If the Customer is in default, all costs reasonably made by Fabory having the Customer to fulfill its obligations out of court, will be borne by Customer. Should the Customer fail to comply with one of its payment obligations, the out-of-court costs shall be at least 15% of the amount to be recovered, with a minimum of € 125,00.

10.1      The Customer shall inspect the Products with due care promptly upon delivery. Delivered Products shall be deemed to be approved by the Customer unless any defect is notified to us: 1) in case of a visible defect within a period of four working days after delivery or 2) otherwise within three working days from the day when the defect has been discovered or reasonably should have been discovered. If the Customer does not notify Fabory in time of the defect, the Customer can no longer claim in respect of any defect. Minor, commercially acceptable or technically unavoidable variations in quality, quantity, size, colour, finish, measurements, treatment and such are accepted by the Customer and do not constitute a defect.

10.2      If the Customer notifies Fabory according to article 10.1 in time of the defect, the Customer is still obliged to purchase and pay for the Products.

11.1      Fabory warrants that the delivered Products 1) comply with the agreement and 2) are in conformity with all the applicable laws and regulations of England at the time of delivery.

11.2      The Customer can only claim under this warranty within 12 months after delivery of the Products. If a manufacturer warranty of a third party is applicable, the manufacturer warranty prevails.

11.3      If the Products do not comply with the warranty in article 11.1, the Customer will inform Fabory in writing about the defect within the in article 10.1 mentioned period of time. In this warranty claim, the Customer will inform Fabory about the following: 1) the Products the claim is about, 2) the order date and the delivery date of the Products and 3) explanation of the defect the Customer discovered.

11.4      If the Customer does not notify Fabory in time of the defect and if the Customer does not submit the warranty claim in time, the Customer can no longer claim under this warranty.

11.5      If the Customer submits the warranty claim in time, Fabory will assess such warranty claim at its own discretion. The Customer will, at the first request of Fabory, make the Products available to Fabory for its inspection. The Customer will send the Products to Fabory after Fabory has given its approval in writing. The Customer shall use the address mentioned in article 1.1 of these GTS and the original packaging of the Products. The Customer shall bear the risk and costs for shipping the Products.

11.6      If the warranty claim is justified according to Fabory’s opinion, Fabory will at its own discretion either repair or replace the Products within a reasonable period of time.

11.7      A warranty claim will in any case be unsuccessful if: 1) a defect is caused by abusive or negligent use of the Product, 2) the Product has been changed or treated and 3) Fabory used, following instructions of the Customer, certain raw material, package material or suchlike, and the raw material caused the defect, or contributed to the defect.

11.8      In compliance with what is given in this article, all claims and defenses of the Customer, following from, or related to defective Products, expire 12 months after the Products have been delivered.

12.1      We shall retain legal title to any Products supplied by us until the invoice amount (including applicable taxes and shipping costs) for such Products has been fully settled. Until the title passes to the Customer, the Customer undertakes (a) to handle the Products with care, (b) to store them separately and clearly recognizable as Fabory's property and (c) not to pledge such Products.

12.2      The Customer must inform Fabory immediately of any claims or attempts by third parties to gain possession of Products for which Fabory has retained ownership.

12.3      The Customer hereby already grants Fabory the irrevocable right, to have access to places where Fabory's property is located in order to exercise its rights of ownership.

12.4      The Customer shall take reasonable care not to mix Fabory's Products with other products, in order to, inter alia, safeguard quality control criteria and traceability of Products in the production chain. If there is accession, intermixing or conversion of the Products delivered by Fabory, while the claim of Fabory has not yet been fulfilled, Fabory shall be presumed to be – with regard to a value of the mixed Products equal to the invoice amount - the owner of these Products.

13.1      If Fabory is liable for damages, the liability of Fabory shall be limited to the invoice amount.

13.2      Damages are limited to direct damages, existing of: 1) the reasonable costs for identifying the cause and scope of the damages, only if identifying the damages have the meaning as derives from these GTS, 2) the possible reasonable costs involved to have the defective performance of Fabory repaired and 3) reasonable costs incurred to prevent or limit the damages, but only if the Customer is able to show it suffered damages and the costs incurred to prevent or limit the damages have attributed to limiting the damages.

13.3      Fabory is not liable for indirect damages – such as, but not limited to – consequential damages following from any cause, lost profit, missed cuts, damages of third parties and damage caused by business interruption.

13.4      The restriction of the limitation of liability shall not apply with respect to claims for damages from injury to life, body or health due to negligence, willful misconduct or deliberate recklessness by us or by our legal representatives or persons we engage in the performance of our obligations.

13.5      The liability of Fabory is in any case limited to the amount the insurance company of Fabory will grant.

14.1      The Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights of Fabory, or any trademarks or service marks owned by suppliers to Fabory.

14.2      All materials contained on our websites are subject to the ownership rights of Fabory and its suppliers and licensors. The Customer shall have no right to copy or use any of the intellectual property of Fabory, its suppliers or licensors without Fabory's permission.

14.3      All rights, including any copyright or other intellectual property rights, in any any documents or other materials, and any data or other information provided by Fabory relating to the Agreement or the Products (“Fabory Materials”) shall, unless otherwise agreed in writing between the Customer and Fabory, belong to Fabory, subject only to a licence in favour of the Customer to use the Fabory Materials for the purposes of receiving the Products.

15.1      The parties shall keep all confidential information, received following from the agreement or from other sources confidential. Information is confidential when the other party mentioned this or when it follows from the nature of the information.

15.2      The obligation to keep confidential information confidential, is not applicable to information and data: 1) that is generally available to the public without one party breaching this article , 2) that is released as a result of statutory obligation or a judicial verdict which has taken effect, and 3) that the disclosing party agrees in writing is free of confidentiality restrictions.

15.3      Unless agreed otherwise in writing, it is forbidden for the Customer to refer to Products and to the agreement in publications or advertisements on websites or in brochures.

16.1      Customer is aware that Fabory’s business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to commercial or public sector bribes, money laundering, terrorism (including but not limited to local anti-corruption laws, Canada’s Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the U.K. Bribery Act).

16.2      Customer shall not offer or provide anything of value (gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any individual for the purpose of influencing any act or decision. This means that Customer cannot pay a gratuity, bribe or inducement to any government official, even if it appears customary or consistent with prevailing business practices. Prohibited payments include, for example, any payment to a purchasing agent to influence its decision to purchase products from us; any payment to an individual to expedite the handling of products being imported or to minimize the amount of duty to be paid; any payment to an individual to reduce taxes or expedite the resolution of tax matters; any payment of travel expenses; contribute to an election campaign of a candidate for government office, or otherwise give a gift (other than of nominal value) to an individual that may regulate our business or who is a current or potential customer or supplier.

17.1      Customer shall comply with all applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Product.

Product(s) may not be exported or re-exported, transferred or re-transferred into (i) any restricted designated country or region (including countries or regions that the United States of America., United Nations, European Union or W.W. Grainger, Inc., embargoes or sanctions (a “designated location”)) or (ii) to any person on a “Denial/Debarment List”.

Customer represents and warrants that it is not located in, under control of, or a national or resident of any such designated location or on any such Denial/Debarment List.

Customer shall cooperate fully with Fabory in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Fabory harmless from, or in connection with, any violation of this Section by Customer or its employees, consultants, agents, or customers.

18.1      Any contracts entered into between us and the Customer and all legal relationships between Fabory and the Customer shall be governed by the law of England and Wales.

18.2      The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.

19.1      Customer shall not assign this agreement or any order, or any interest therein, without the prior written consent of Fabory. Any actual or attempted assignment without Fabory's prior written consent shall entitle Fabory to cancel such order. Fabory has the right to transfer its rights and obligations under the agreement to a third party by means of contract transfer and the Customer agrees in advance and declares to cooperate in such a transfer.

19.2      No failure or delay by a party to exercise any right or remedy provided under these GTS or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.3      If any portion of these GTS is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these GTS, and the remaining terms and conditions shall be valid and fully enforceable as stated herein.

19.4      No one other than a party to these GTS shall have any right to enforce any of its terms.

19.5      Any notice or other communication given to a party under or in connection with these GTS shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

19.6      These GTS constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.7      Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these GTS. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these GTS.

20.1      If Fabory concludes a (distance) agreement with a Customer who acts in the capacity of a consumer (being an individual, buying Products from Fabory wholly or mainly for personal use, not in connection with trade, business, craft or profession) (“Consumer”), Articles 20 – 26 shall apply in addition to Articles 1 - 19. For Consumers, if there is any conflict between any of the terms of Articles 1 – 19 and any of the terms of Articles 20 – 26, the term of Articles 20 - 26 will prevail.

20.2      The following articles are in any event not applicable to Consumers: article 2.1, 3.4, 4.2, 6.3, 8.1-8.2, 9.2, 10, 11.3-11.8, 12.2-12.4, 13.1, 16, 17.

21.1      Fabory will deliver the Products to the Customer as soon as reasonably possible and in any event within 30 calendar days after the day on which Fabory accepts the Customer’s order, unless a different delivery period is agreed upon at the time the order is accepted.

22.1      When purchasing most Products at a distance, the Customer may cancel the agreement by contacting Fabory, during a period of 14 calendar days (“Cooling-off Period”) without stating reasons and the Customer will receive a refund.

22.2      For applicable Products, the Cooling-off Period starts (i) after the day the Customer (or someone that has been nominated by the Customer) receives the Products, or (ii) when the Products are split into several deliveries over several days, the day after the Customer (or someone that has been nominated by the Customer) receives the last delivery, or (iii) when the Products are for regular delivery over a set period, the day after the Customer (or someone that has been nominated by the Customer) receives the first delivery of the Products.

22.3      If returning the Products, the Customer must send off the Products within 14 days of telling Fabory that it wishes to end the agreement. When the Customer returns the Products based on the right of withdrawal, the Customer must bear the costs of return.

22.4      Fabory will refund the price the Customer paid for the Products including delivery costs, by the method that was used for payment. Refund will be made within 14 days from the day Fabory receives the Products back or, if earlier, the day on which Customer provides Fabory with evidence that the Products have been sent back.

22.5      The Customer may cancel the agreement using the contact details specified in Article 1.1. The Customer may also cancel the Agreement by completing the Model Cancellation Form which can be accessed via https://www.fabory.com/en_GB/customer_support/faq.

23.1      Fabory is under a legal duty to supply Products that are in conformity with the agreement. This entails, according to the Consumer Rights Act 2015, that the Products must be as described, fit for purpose and of satisfactory quality. The Customer is also entitled to certain key legal rights in respect of the Products. Detailed information in relation to the Customer’s rights can be located at the Citizens Advice website www.adviceguide.org.uk or call +44 (0)3454 04 05 06. Nothing in these terms will affect the Customer’s legal rights.

24.1      No stipulation in these GTS is intended to exclude or limit Fabory’s liability to a Customer where it would be unlawful to do so, This includes liability for death or personal injury caused by Fabory’s negligence or the negligence of Fabory’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Customer’s legal rights in relation to the Products and for defective Products under the Consumer Protection Act 1987.

25.1      When a Customer does not make payment to Fabory by the due date, Fabory may charge interest on the overdue amount at the rate of 4 % a year above the base lending rate of Lloyds Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The interest must be paid together with any overdue amount.

26.1      In addition to Article 18 of the GTS, the Customer can submit disputes for online resolution to the European Commission Online Dispute Resolution platform.