GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY

FOREWORD

These General Terms and Conditions of Sale and Supply (the “GTCs”) constitute and govern the contractual relationship between Wristbands Europe Ltd, a company established under the Laws of Malta, bearing the company registration number C 111495, and having its registered address at 19, Triq Ghajn Rasul, San Pawl IL-Bahar, SPB 3675, Malta and the Client, in connection with any Product Request and any Order Confirmation.

1. DEFINITIONS     
   1. The following capitalised words and/or terms shall be interpreted as follows in these GTCs unless the context clearly implies otherwise:

1. 1. The Client and Wristbands Europe Ltd are herein individually referred to as a “Party” and collectively referred to as the “Parties”.
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3. GENERAL
   1. Wristbands Europe Ltd sells its Products to companies and businesses as well as the public.
   2. By submitting a Request to Wristbands Europe Ltd, the Client confirms that it is acting in relation to its trade, business, craft or profession and that the Client is a company or a business (if a trader) and not a consumer. For the avoidance of doubt, the Parties agree that consumer laws do not, therefore, apply to these GTCs and to Wristbands Europe Ltd’s performance of any Confirmed Order.
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5. PRODUCT RULES OF USE
   1. Products may be used exclusively for their intended use such as entry control, venue management, publicity and/or promotional purposes.
   2. The Client shall not sell the Products to third parties unless permitted by Wristbands Europe Ltd in writing.
   3. Wristbands Europe Ltd shall be exempt from any liability if (i) the Client or a third party makes any use of the Products in breach of clause 3.1. of these GTCs and/or (ii) the Client sells the Products to third parties in breach of clause 3.2. of these GTCs.
   4. Without prejudice to clause 3.3. of these GTCs, the Client’s breach of clauses 3.1. and/or 3.2. of these GTCs shall constitute a material breach of these GTCs.
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7. ORDER PERFORMANCE
   1. Any Requests submitted to Wristbands Europe Ltd, be it via the Website, via email, or via other means, must be confirmed in writing by Wristbands Europe Ltd to bind Wristbands Europe Ltd and become a Confirmed Order.
   2. Performance of any Confirmed Order shall be in terms of these GTCs. An Order Confirmation under these GTCs shall constitute an agreement between the Parties.
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9. DELIVERY
   1. Wristbands Europe Ltd has the right to execute any Order Confirmation in parts by delivering the Products in tranches. In such case, Wristbands Europe Ltd shall be entitled to invoice each tranche delivered separately.
   2. The Client hereby agrees that the Products delivered may slightly vary in shape, colour, materials, weight, packaging, concentration, composition, functionality and similar matters from the Products presented on Wristbands Europe Ltd’s Website and catalogues. Such variance may occur without prior notice and shall be without any liability to Wristbands Europe Ltd.
   3. Product delivery dates shall be as indicated by Wristbands Europe Ltd in writing. Client hereby agrees that such indicated delivery dates are, however, indicative, only an estimate and are non-binding. Actual Product delivery dates may vary without any liability to Wristbands Europe Ltd. The Client hereby agrees to accept delivery of the Product on the actual delivery date and to bear any transport charges.
   4. Any Product prices indicated on Wristbands Europe Ltd’s Website and catalogues are subject to change and require Wristbands Europe Ltd’s written confirmation through an Order Confirmation.
   5. Product deliveries shall be carried out using Wristbands Europe Ltd’s transport providers.
   6. Wristbands Europe Ltd shall not be held responsible for any Product delays or errors caused by third parties (including Wristbands Europe Ltd’s sub-contractors and transport providers).
   7. Products shall be delivered in good faith that they do not breach any intellectual property laws or any regulations concerning product and material safety. Wristbands Europe Ltd cannot be held responsible for any costs to the Client resulting from the national regulations and laws in the client’s country or that of the delivery of the Products.
   8. The Client is required to accept the delivery of the Products when they are delivered to it and to provide Wristbands Europe Ltd and/or the transport provider with any cooperation which may be necessary in this respect.
   9. If the Client refuses to take delivery or fails to provide necessary information or instructions, or otherwise fails to render the cooperation required to take delivery of the Products, Wristbands Europe Ltd will be entitled to take any and all measures deemed desirable by Wristbands Europe Ltd in this respect (such as storage with third parties) for the Client’s account and risk, without prejudice to Wristbands Europe Ltd’s other rights at Law and under these GTCs. The Client agrees that in such cases, it shall bear any additional costs which may be incurred by Wristbands Europe Ltd for such purposes and shall make good for any damages and other costs which Wristbands Europe Ltd may incur.
   10. If a client views the Products in any Website, the quantity of Products displayed within such Website is not updated in real-time. Such stock amount on the Website is updated regularly but not always showing the most up to date information. Wristbands Europe Ltd shall indicate at time of quoting the Fees whether the Products requested are available in stock. That the Products show as available in stock on the Website shall not necessarily mean that the Products are actually available in stock, and such text on the Website is to be only taken as a possible indication.
   11. Whether the Products are available in stock or otherwise shall be as confirmed by Wristbands Europe Ltd in its Order Confirmation.
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10. PRODUCT SAMPLES
    1. Product samples can be made available if confirmed by Wristbands Europe Ltd in an Order Confirmation. Product samples are provided in terms of these GTCs.
    2. Samples serve as an indication only. The Client hereby agrees that actual Products delivered may slightly vary from the samples provided, including in shape, colour, materials, weight, size, packaging, functionality and similar matters.
    3. A surcharge may apply for the delivery of small quantities of Products, as may be indicated by Wristbands Europe Ltd in writing.
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11. PACKAGING
    1. Wristbands Europe Ltd is entitled to charge costs of any Product packaging separately, those costs shall be indicated at the Order Confirmation.
    2. Packaging will not be taken back by Wristbands Europe Ltd and shall be disposed of by the Client in compliance with applicable laws.
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12. PRINT / TEXTILE / CUSTOMIZED PRODUCTS
    1. If Wristbands Europe Ltd receives a Request for textile Products whose colour, type and size and other things are determined by the Client (the “Textile Products”), the Client may order a sample of such Products (the “Textile Sample”) if so agreed by Wristbands Europe Ltd. Further, if Wristbands Europe Ltd receives a Request for a Product which requires printing or other customizations (which can also be a Textile Product) (the “Customized Product”), the Client will be obliged to supply directly reproduceable materials such as logos and texts (the “Materials”) having the qualities and features indicated by Wristbands Europe Ltd, which must be submitted within forty-eight hours from the date that the same are requested by Wristbands Europe Ltd. Failure to supply such Materials to Wristbands Europe Ltd within such timeframe shall mean that Wristbands Europe Ltd cannot guarantee that the Products requested are still in stock and that the Fees quoted and/or confirmed still apply.
    2. Wristbands Europe Ltd will be required to submit a proof of the Textile Products and/or Customized Products to the Client (the “Proof”), prior to procuring the same only if such has been expressly agreed upon by Wristbands Europe Ltd.
    3. The Client will be required to notify Wristbands Europe Ltd of its approval or disapproval of the Proof within forty-eight (48) hours from receipt of the Proof. Failure to so notify shall mean that Wristbands Europe Ltd shall have the right not to accept the Client’s Request. Further, in such case, Wristbands Europe Ltd cannot guarantee that the Products requested are still in stock and that the Fees quoted still apply.
    4. The Client accepts that Wristbands Europe Ltd shall bear no responsibility for the supply of any Products insofar as the same are identical to the approved Proof. Further, the Client accepts that actual Products delivered may vary slightly from the Proof, including in terms of shades, logos, dimensions, materials, sizes and quality.
    5. Delivery periods and charges may be subject to changes as a result of a Proof, as may be indicated by Wristbands Europe Ltd in writing.
    6. The Client accepts that any size information in Wristbands Europe Ltd’s catalogues and Website is an approximation and is subject to errors and changes. Material, colour, design, technical condition, packaging of individual Products as well as size and type of packaging units, are subject to change. All these changes are no reason for a claim, even if there are deviations within one and the same delivery.
    7. The Client accepts that Wristbands Europe Ltd does not guarantee exact colour printing, especially when made on objects with colours other than white.
    8. Minor departures for a Proof, including but not limited to colour, size, weight, logos, shape, or form, will not qualify as a defect and shall be accepted by the Client.
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13. COMPLAINTS AND RETURNS
    1. Any Client complaints must be submitted to Wristbands Europe Ltd by email at info@wristbandseurope.com .
    2. Upon delivery, the Client must check if the delivered Products comply with the Parties’ agreement. If any defects and/or shortages are noted, the Client shall promptly inform Wristbands Europe Ltd thereof in writing, stating good reasons. The Client must notify Wristbands Europe Ltd of any invisible defects within two days of their discovery and, in any case, within two days of the moment at which the Client should, in reasonableness, have discovered such.
    3. Complaints are only possible up to two (2) business days from delivery date.
    4. On filing a complaint, the Client will be required to render any and all co-operation to Wristbands Europe Ltd as Wristbands Europe Ltd may require in investigating whether the complaint is well-founded.
    5. In the event that Wristbands Europe Ltd deems the Client’s complaint to be well-founded, Wristbands Europe Ltd will be exclusively required to, at its option, (i) replace the defective Products, or (ii) deliver the missing Products, (iii) or to credit or pay back in whole or in part the amounts charged in connection with the defective Product. Wristbands Europe Ltd may subject the payment of any refund to the Client first returning the defective Products.
    6. Complaints of manipulated and/or customised items will not be accepted if the manipulation/customisation has not been carried out by Wristbands Europe Ltd (or its subcontractors).
    7. The Client shall not be able to assert any claims or complaints if the Products have, upon delivery, in whole or in part, be used, treated, processed, merged, amended, customised, or otherwise damaged or amended by Client.
    8. Complaints about damaged packages will only be accepted if the damage is included in the courier’s delivery receipt or if other reasonable evidence is provided.
    9. In case of incomplete Product order deliveries, Wristbands Europe Ltd may provide the missing Products by means of the same shipping method used in the original order and is not obliged in any circumstance to bear any costs related to express shipping.
    10. Complaints about late deliveries of Products will not be accepted.
    11. Returns are subject to Wristbands Europe Ltd’s approval on a case-by-case basis and in Wristbands Europe Ltd’s sole discretion and provided that the Products are still properly packed in their original packaging. Returns are not possible if the Client attempts to make a return following fifteen (15) calendar days from the delivery date.
    12. Without prejudice to clause 9.11:
        1. Partial returns of Products will lead to a revision of the fees charged when the order was made confirmed by Wristbands Europe Ltd, according to the amounts effectively kept by the Client;
        2. In case of returned Products, shipping costs (to and from) will be charged to the Client, as well as a fee for Product manipulation as will be indicated to the Client in writing by Wristbands Europe Ltd; and
        3. The collection of faulty or returned Products shall be done in the exact same conditions they were delivered in, in terms of packaging and delivery address.
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14. FEES & PAYMENT TERMS
    1. In exchange for the performance of a Confirmed Order, the Client shall pay to Wristbands Europe Ltd the fees indicated by Wristbands Europe Ltd in its Order Confirmation (the “Fees”).
    2. Any Fees indicated are exclusive of VAT where applicable, which must be borne by the Client.
    3. The Fees shall be paid to Wristbands Europe Ltd within ten (10) calendar days of the invoice date unless otherwise indicated by Wristbands Europe Ltd in writing. No orders are moved into production until fees have been received by the client unless otherwise indicated by Wristbands Europe Ltd.
    4. Late payment interest shall apply at the highest rate permitted by Law.
    5. Wristbands Europe Ltd reserves the right to deliver up to 5% more or 5% less of the quantity of Products agreed under an Order Confirmation, and to invoice Fees on a pro-rata basis, according to the final quantity of Products delivered.
    6. Fees quoted shall be valid for ten (10) working days from the date of quoting. Wristbands Europe Ltd reserves the right to cancel a Confirmed Order or to suspend its performance due to the Client’s non-fulfilment of its respective obligations, including the Client’s failure to pay any Fees due to Wristbands Europe Ltd.
    7. Wristbands Europe Ltd has the right to change any agreed-upon Fees in an Order Confirmation before affecting delivery of the Products, in the event of changes after the date of the Order Confirmation beyond Wristbands Europe Ltd’s control, such as but not limited to changes in fluctuations of exchange rates, raw materials, costs charged by suppliers, wage costs, customs costs, transports costs and Governmental measures.
    8. Ownership and title to the Products shall pass onto the Client as from the moment that the Fees due have been fully received by Wristbands Europe Ltd. This notwithstanding, the delivery and transport of Products as from the moment of dispatch shall be at the Client’s own and sole risk.
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1. RECALL
   1. The Client shall render any, and all co-operation necessary to Wristbands Europe Ltd should Wristbands Europe Ltd decide, for any reason, to recall any Products delivered to the Client and/or communicate any warning in connection with the Products.
   2. To enable Wristbands Europe Ltd to remove any Products from circulation, the Client shall, on Wristbands Europe Ltd’s first demand, sell and deliver back to Wristbands Europe Ltd any and all delivered Products that the Client has in its possession. In exchange for such recall, Wristbands Europe Ltd shall compensate the Client the corresponding Fees paid for such Products.
   3. The Client shall provide Wristbands Europe Ltd any information which may be requested by Wristbands Europe Ltd, within the timeframes indicated by Wristbands Europe Ltd, to enable Wristbands Europe Ltd (or its sub-contractors) to issue any notifications which may be necessary in relation to a Product recall.
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2. INTELLECTUAL PROPERTY
   1. The Client hereby warrants to hold all necessary rights in any Materials supplied to Wristbands Europe Ltd and that the Products/services requested to incorporate the Materials shall not infringe third-party rights as a result of such incorporation.
   2. Any intellectual property and intellectual property rights in and to the Products shall be and shall remain the property of Wristbands Europe Ltd and its licensors. No transfer thereof shall occur as a consequence of the sale contemplated under these GTCs and respective Confirmed Orders.
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3. WARRANTIES
   1. Wristbands Europe Ltd hereby warrants the quiet possession of the Products sold and that the Products sold shall be free from any latent defects in terms of the Civil Code (Cap 16 of the Laws of Malta).
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4. LIABILITY & INDEMNITY
   1. Wristbands Europe Ltd shall not be liable to the Client for any indirect, incidental or consequential damages or liability of any kind, including but not limited to special, exemplary or punitive damages, loss of profits, loss of goodwill, loss of time, business interruption, and regardless of the form of action, whether in contract, tort, strict liability or otherwise, including without limitation, such damages arising out of or in relating to these GTCs or the use, functionality, or inability to use, the Products.
   2. The Client hereby agrees that Wristbands Europe Ltd shall hold no liability for any late delivery of Products.
   3. Where any damages may be compensated, Wristbands Europe Ltd’s maximum liability to the Client, whether in contract, tort, negligence or otherwise, for all damages, losses, claims and causes of action whatsoever arising out of or in relation to these GTCs and a Confirmed Order, shall be limited to the amount of Fees actually paid by the Client in relation to the respective Confirmed Order. The Client hereby agrees to release Wristbands Europe Ltd from any liability in excess of this capping.
   4. Nothing in these GTCs shall exclude or limit a Party’s liability for any wilful misconduct, gross negligence or bad faith.
   5. The Client hereby agrees to fully indemnify Wristbands Europe Ltd and its employees, directors, contractors, consultants and associates for and against any and all claims, losses, liabilities, costs, expenses or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit or action by a third party resulting from the Client’s breach of these GTCs and Confirmed Orders and/or breach of applicable laws and/or breach of third party rights.
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6. FORCE MAJEURE
   1. Neither Party shall be liable to the other for any failure or inability to perform its obligations under these GTCs as a result of any cause constituting a fortuitous event, including but not limited to acts of God, war, rebellion, sabotage or riots, acts of terrorism, acts of cyberterrorism, strikes, floods, fires, explosions, epidemics/pandemics (including COVID-19) or other catastrophes and other similar occurrences not reasonably foreseeable, and that are beyond the control of, the performing Party. On the part of Wristbands Europe Ltd, such shall include but not be limited to Product transport related problems, any defaults by suppliers and third parties engaged by Wristbands Europe Ltd. to help Wristbands Europe Ltd execute a Confirmed Order, interruption of supply of raw materials, semi-finished products and customs and delivery issues.
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8. NO WAIVER
   1. The failure of either Party hereto to insist upon the strict adherence to any term of these GTCs on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that Party of the right to insist upon the strict adherence to that term or any other term of these GTCs at some other time.
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10. ENTIRE AGREEMENT
    1. These GTCs, as confirmed in an Order Confirmation, shall expressly replace and supersede any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof.
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12. HEADINGS
    1. Headings are used herein for convenience only and shall not affect any construction or interpretation.
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14. AMENDMENTS
    1. Amendments and deviations from these GTCs shall only have effect if they have been agreed to in writing by Wristbands Europe Ltd (Wristbands Europe Ltd’s agreement via email shall suffice).

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2. SEVERABILITY
   1. If any provision in whole or in part of these GTCs shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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4. GOVERNING LAW AND DISPUTES
   1. These GTCs shall be governed by and construed in accordance with the Laws of Malta.
   2. Any dispute between the Parties directly or indirectly relating to these GTCs shall be submitted to the exclusive jurisdiction of the Courts of Malta.