Terms
“International Shipping & Delivery Times”
“When importing from third countries, delivery times can be affected by shipping companies, ports, customs, sanctions, government decisions and other factors in the transport chain. The stated delivery times are therefore preliminary unless otherwise agreed in writing.”
Force Majeure
1. Definition
Force Majeure means any event or circumstance beyond the Supplier’s reasonable control that the Supplier could not reasonably have foreseen at the time of entering into the agreement and the effects of which the Supplier could not reasonably have avoided or overcome, and which prevents or materially hinders the Supplier from performing all or part of its obligations.
Force Majeure includes, but is not limited to: war, invasion, terrorism, sabotage, civil unrest, riots, governmental actions or decisions, embargoes, sanctions, export/import restrictions, blockades, port closures, quarantine, seizure/confiscation, extraordinary disruptions in international transport and logistics, cancelled, delayed or rerouted shipments, decisions by carriers/shipping lines/freight forwarders, lack of freight capacity/containers, extreme weather events, fire, flooding, earthquakes, pandemics/epidemics, and serious disruptions to electricity, telecommunications, internet services, or payment systems.
2. Relief from liability
If the Supplier is affected by Force Majeure, the Supplier shall be relieved from liability for delay, non-delivery, or other non-performance to the extent performance is prevented or materially hindered by Force Majeure. In such case, the Supplier shall not be liable for damages, penalties, liquidated damages, or other remedies arising from such non-performance.
3. Notice
The Supplier shall notify the Customer in writing without undue delay of the Force Majeure event, its expected impact, and, where possible, an estimated revised delivery date. The Supplier will also notify the Customer when the Force Majeure event ceases.
4. Mitigation
The Supplier shall take reasonable steps to mitigate the effects of the Force Majeure event, such as investigating alternative routes, transshipment, alternative carriers/freight forwarders, partial or staged deliveries, provided such steps do not involve unreasonable cost or risk.
5. Extension of time / Estimated delivery dates
Any delivery dates and lead times are estimates unless expressly agreed in writing. Where Force Majeure occurs, delivery times and other deadlines shall be extended by the period during which performance is affected by Force Majeure.
6. Prolonged Force Majeure — right to suspend/terminate
If a Force Majeure event continues for more than 60 days, either party may request in writing that the agreement be suspended or terminated with respect to the affected part, without liability for damages.
7. 100% Payment at Order — set-off, refunds, and alternatives
Because the Customer pays 100% at the time of order, the following applies in the event of Force Majeure:
7.1 Set-off for incurred costs
If delivery is materially delayed or the agreement is terminated under clause 6, the Supplier is entitled to set off reasonable, verifiable costs already incurred to fulfill the order, including but not limited to: procurement, special orders/custom manufacturing, packaging, freight, port/terminal charges, customs-related fees, storage/yard charges, insurance, and administrative handling.
7.2 Refund of any remaining balance
Any remaining amount, after set-off under clause 7.1, shall be refunded without undue delay.
7.3 Alternative delivery or adjustment
If the Supplier can deliver via an alternative route/method but at higher cost or longer lead time, the Supplier may offer the Customer the choice of:
a) continued delivery with extended lead time, or
b) delivery via an alternative solution subject to an adjusted shipping cost/price (only if accepted by the Customer), or
c) termination under clause 6 with set-off/refund in accordance with clauses 7.1–7.2.
8. Supply chain partners
Force Majeure shall also be deemed to exist where impediments affect the Supplier’s subcontractors, carriers, shipping lines, ports, terminals, freight forwarders, or other parties in the supply chain, provided the impediment falls within the definition in clause 1 and affects the Supplier’s ability to perform.
9. Evidence
Upon request, the Supplier shall reasonably be able to substantiate the Force Majeure event, for example with notices from carriers/freight forwarders, transport documents, governmental information, or other relevant documentation.
10. Mandatory consumer rights (B2C)
If the Customer is a consumer, mandatory consumer protection laws apply. This Force Majeure clause shall be applied only to the extent it does not conflict with mandatory consumer rights.