Your Trusted Partner in Industrial Solutions

 

PANLINK SOLUTIONS LTD ("SELLER") GENERAL TERMS AND CONDITIONS OF SALE ("CONDITIONS")

1. Scope and Application
These General Terms and Conditions (“GTC”) apply to all sales of goods and services by Panlink Solutions LTD (“Seller”) to business customers.
Any conflicting or deviating terms of the Buyer shall not apply unless expressly agreed in writing.
These GTC shall also apply to all future transactions without the need for repeated reference, even if not explicitly agreed again.
Individual contractual agreements shall prevail over these GTC.

2. Conclusion of Contract
All offers made by the Seller are non-binding and subject to confirmation.
A contract is concluded only upon:
written confirmation, or
delivery of goods.
Orders placed by the Buyer constitute a binding offer which the Seller may accept within a reasonable period.

3. Payment Terms
Payment for Products shall be made in accordance with the terms agreed in advance between the Buyer and the Seller and confirmed in writing. Such payment terms may include:
(a) full payment in advance;
(b) a confirmed and irrevocable letter of credit, issued in an amount, form, timing, and through a bank acceptable to the Seller, for each individual order;
(c) payment under an approved credit account, with invoices payable within thirty (30) days from the invoice date; or
(d) any other payment arrangement expressly agreed in writing by the Seller prior to or at the time the order is placed.
Where no specific payment terms have been agreed in writing, payment shall be due in full in advance.
The Seller reserves the right to charge interest on overdue amounts at a rate of 2.5% per month, or part thereof, from the due date until full payment is received.
Seller may suspend deliveries or require advance payment if Buyer’s creditworthiness deteriorates.
Seller may offset payments against any outstanding invoices at its discretion.

4. Packaging, Packaging Waste and PPWR
4.1. Legal Requirements and Responsibilities
The Seller shall comply with the legal requirements applicable to it in respect of the goods and packaging supplied by the Seller, in particular Regulation (EU) 2025/40 on packaging and packaging waste (the “PPWR”) and any applicable national legislation.
Each party shall remain responsible for the obligations legally applicable to it under the PPWR and other applicable legislation based on its respective legal role. Nothing in the following provisions shall extend any statutory responsibility of the Seller or result in the assumption by the Seller of any statutory responsibility of the Customer.
4.2. Contractual Take-Back Service
Where the Seller supplies packaging together with the goods, the Seller shall, subject to the conditions set out below, offer the Customer a free-of-charge take-back and collection service for such packaging and packaging waste.
Take-back shall only be provided upon the Customer’s prior request and subject to prior agreement of a collection date with the Seller. The Customer shall have no entitlement to a specific collection period, collection frequency or collection date.
Collection shall be carried out only within the collection arrangements organised by the Seller and taking into account the economically and technically reasonable means of handling the relevant packaging waste.
4.3. Scope of Take-Back
The free-of-charge take-back shall be limited exclusively to packaging which:
a) was supplied by the Seller in connection with a delivery to the Customer;
b) is in the possession or control of the Customer; and
c) can be clearly attributed to the Seller.
Packaging or packaging waste originating from third-party suppliers, manufacturers or other third parties shall be excluded from the free-of-charge take-back.
Reusable packaging, transport equipment, load carriers, pallets, containers or other reusable packaging systems shall only be taken back where expressly agreed.
4.4. Condition and Preparation of Packaging Waste
The Customer shall properly store and make the packaging designated for take-back accessible to the Seller without disproportionate effort.
The Customer shall keep different packaging materials separated in accordance with the Seller’s instructions and shall ensure that the packaging is free from significant foreign materials, residual contents and hazardous substances.
The Seller shall be entitled to refuse take-back where the packaging or packaging waste does not comply with the foregoing requirements.
Any additional costs resulting from improper preparation, including sorting, cleaning, repackaging, special disposal or additional collection attempts, may be charged to the Customer based on the actual costs incurred.
4.5. Availability and Accessibility
The Customer shall be responsible for ensuring that the packaging designated for take-back is fully collected and made accessible to the transport vehicle arranged by the Seller at the agreed collection date.
Unless expressly agreed otherwise, the Seller shall not be obliged to collect or load packaging from inside buildings, storage areas or other areas that are not reasonably accessible.
Waiting time or additional collection attempts caused by the Customer’s failure to properly or timely prepare the packaging may be charged to the Customer based on the actual costs incurred.
4.6. No Take-Back of Third-Party Packaging
The Seller shall have no obligation to take back packaging that was not supplied by the Seller.
In particular, the Seller shall not be obliged to collect or dispose of packaging waste originating from other suppliers, manufacturers or brands.
Any take-back of such packaging shall require a separate express agreement and may be made conditional upon the Customer bearing the resulting costs.
4.7. EPR and Other Statutory Obligations of the Customer
The contractual take-back service shall neither transfer nor alter any statutory obligations of the Customer under the PPWR or other applicable EPR legislation.
To the extent the Customer is legally responsible, due to its role as producer, importer, distributor, manufacturer or otherwise, including in connection with own-brand or other arrangements, for registration, EPR system participation, financing, reporting, take-back, recovery or other EPR obligations, such obligations shall remain entirely with the Customer.
Upon request, the Customer shall inform the Seller of any circumstances relevant to determining the respective statutory responsibilities of the parties.
4.8. Changes in Legal Requirements
If the legal requirements applicable to packaging, packaging waste or EPR are amended after conclusion of the contract, the Seller shall be entitled to reasonably adjust the manner in which the contractual take-back service is provided where necessary or appropriate to comply with such amended requirements or due to changed technical, organizational or economic circumstances.
4.9. Mandatory Law
Mandatory statutory requirements shall remain unaffected. If any provision of this Section cannot be applied, in whole or in part, due to mandatory law, it shall be replaced by the legally permissible provision that most closely reflects the economic purpose of the original provision.

5. Taxes and Duties
Prices quoted do not include VAT, taxes or duties of any kind or nature unless stated otherwise by the Seller in writing prior to or at the time the order is placed. Buyer agrees that it will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge resulting from the purchase of the Products. In addition, in the event any other similar tax is determined to apply to Buyer's purchase of the Products from Seller, Buyer agrees to indemnify and hold Seller harmless from and against any and all such other similar taxes, duties and fees.
Buyer is responsible for all applicable taxes and indemnifies Seller accordingly.
All prices quoted are in Euro currency unless otherwise specified.

6. Delivery, Risk and Title
Unless otherwise expressly agreed in writing, all deliveries shall be made FCA (Seller’s premises) in accordance with Incoterms.
The risk of loss, damage, or deterioration of the Products shall pass to the Buyer upon delivery to the carrier or upon collection by the Buyer, as applicable.
Notwithstanding the transfer of risk, ownership of the Products shall remain with the Seller until the Seller has received full payment of:
the purchase price of the Products, and
all other amounts owed by the Buyer to the Seller, whether arising from the same contract or any other business relationship.

7. Delivery Delays and Claims
Seller shall not be liable for delays caused by circumstances beyond its control.
Buyer must notify any shortages within 5 days of delivery.
Partial deliveries are permitted and may be invoiced separately.

8. Cancellation
Prior to delivery to place of shipment, a Product order may be cancelled only with Seller's prior written consent and Buyer shall indemnify and keep indemnified Seller against all resulting losses and damages.
Seller shall have the right to cancel and refuse to complete a Product order if any term and/or condition governing this agreement is not complied with by Buyer.
Seller may withdraw from contract in case of impossibility or major disruption.

9. Inspection and Acceptance
Buyer agrees that it shall inspect the Products immediately after receipt and promptly (in no event later than seven (7) days after receipt) to notify Seller in writing of any non-conformity or defect.
Buyer further agrees that failure to give such prompt notice or the commercial use of the Product shall constitute acceptance.
Failure to inspect properly excludes all defect claims.

10. Warranty
The Seller guarantees that the Products supplied under these Conditions (excluding spare parts, unless otherwise stated) shall, under normal operating conditions and proper use, be free from defects in materials and workmanship for the warranty period specified by the respective manufacturer.
Any defects attributable to manufacturing or material faults shall be remedied free of charge at the nearest authorised service location of the Seller, provided that:
(i) the Product has been installed, maintained, and operated strictly in accordance with the applicable operating instructions and within its intended capacity; and
(ii) the defect has not arisen as a result of misuse, negligence, improper handling, or omission by the Buyer or any third party.
Any components repaired or replaced under this warranty shall be covered only for the remaining duration of the original warranty period.
This warranty shall not apply in cases where:
non-original or non-approved parts have been installed or used;
the Product has been modified, repaired, or tampered with by persons not authorised by the Seller;
the Product has been subjected to improper maintenance, misuse, abnormal storage conditions, or operation beyond its specified limits;
the Product has continued to be used after a defect has become apparent; or
identification markings, including serial numbers, have been altered, removed, or rendered illegible.
The Seller reserves the right to inspect the Product, its installation, and maintenance records in order to determine the cause of any defect and whether warranty conditions have been complied with.
For spare parts supplied separately, the Seller warrants that such parts shall be free from defects in materials and workmanship for a period of twelve (12) months from the date of invoice issued to the Buyer.

Minor deviations shall not constitute defects.

All other warranties (including fitness for purpose) are excluded to the maximum extent permitted by law.

11. Limitation of Liability
To the fullest extent permitted by applicable law, neither the Seller nor any of its affiliates shall be liable for any of the following losses or damages, regardless of the legal basis of the claim (whether in contract, warranty, tort, negligence, product liability, or otherwise):
(a) any loss of profit, loss of revenue, or business interruption, whether direct or indirect;
(b) any indirect, incidental, special, or consequential damages of any kind, including but not limited to:
loss of use of the Products,
costs of replacement equipment or rental,
third-party repair costs,
investigation or inspection costs,
loss of personnel services,
penalties or regulatory fines, or
any failure of the Products to comply with specific regulatory or legal requirements not expressly agreed in writing.
11.1. Limitation of Total Liability
The total aggregate liability of the Seller arising out of or in connection with any contract or supply of Products shall, in all circumstances, be limited to the amount actually paid by the Buyer for the relevant Products.
11.2. Non-Excludable Liability
Nothing in these Conditions shall exclude or limit the Seller’s liability for death or personal injury caused by its negligence, or for any other liability which cannot be excluded or limited under applicable law.

12. Insurance
Buyer must insure goods at full replacement value until ownership transfers.

13. Default and Remedies
Upon default:
all payments become immediately due
Seller may terminate contract
Seller may set off amounts owed

Seller retains right to claim damages and enforce all legal remedies.

14. Indemnification
Buyer shall indemnify Seller against all claims, damages, and liabilities arising from:
use of products
third-party claims

15. Construction and Severability
These Conditions constitute the entire agreement between the parties regarding the subject matter hereto and shall be construed and enforced in accordance with the laws of the Republic of Cyprus.
Seller shall not be bound by any agent's, employee's or dealer's representation or by any other representation, promise or inducement not set forth herein.
The invalidity or unenforceability of any provisions of this agreement shall not affect any other provision and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
The Nicosia District Court of the Republic of Cyprus shall have exclusive jurisdiction over any proceedings arising out of or in connection with any disputes arising out of or in connection to any obligations of the Seller and/or the Buyer.

16. Waiver
Failure to enforce any right shall not constitute waiver.

17. Force Majeure
The Seller shall not be liable to the Buyer, nor be considered in breach of these Conditions or any other agreement, for any delay in performance or failure to perform its obligations (in whole or in part) where such delay or failure results from events or circumstances beyond the Seller’s reasonable control.
Such events shall include, without limitation:
acts of God, accidents, explosions, storms, riots, war, terrorist acts, military actions, epidemics, pandemics, quarantine restrictions, civil unrest, failures of communication systems, internet or hosting services, natural disasters, acts or omissions of governmental authorities, changes in laws or regulations, international or national sanctions (including but not limited to UN, EU, US or other sanctions regimes), strikes, lockouts, fires, transport disruptions, shortages of raw materials or energy, and any other circumstances affecting supply chains or production.
Specific Global Disruption Events
COVID-19 Pandemic
The ongoing or future effects of the COVID-19 pandemic, including any related governmental or regulatory measures, shall be considered a Force Majeure event where they disrupt or delay the Seller’s ability to perform its obligations.
Military Conflict and Geopolitical Events
Any military conflict, including but not limited to the ongoing military aggression of the Russian Federation against Ukraine, and its consequences—such as market instability, increased costs, supply shortages, or transport disruptions—shall also constitute Force Majeure events.
Economic and Commercial Impact
For the avoidance of doubt, Force Majeure shall also include situations where the above events result in:
significant disruption of market conditions,
substantial increases in the cost of raw materials, energy, or transportation, or
circumstances that make performance commercially impracticable or result in substantial financial loss for the Seller.
In such cases, the Seller shall not be held liable for non-performance or delay.
Force majeure includes supplier failure and raw material shortages.

18. Governing Law and Jurisdiction
These Conditions shall be governed by the laws of Cyprus.
The Nicosia District Court of the Republic of Cyprus shall have exclusive jurisdiction
CISG (UN Convention) is excluded.