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Terms and conditions of sale 

1.         Introduction

1.1        These terms and conditions shall govern the sale and purchase of products through our website.

1.2        You will be asked to give your express agreement to these terms and conditions before you place an order on our website.

1.3        This document does not affect any statutory rights you may have as a consumer

1.4        You must not misuse this Website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, trojan, worm, logic bomb or post any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offence.

 

2.         Interpretation

2.1        In these terms and conditions:

(a)       "we" means GOLDEN GATE CO LTD and

(b)       "you" means our customer or prospective customer,

            and "us", "our" and "your" should be construed accordingly.

 

3.         Order process

3.1        The advertising of products on our website constitutes an "invitation to treat" rather than a contractual offer.

3.2        No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

3.3        To enter into a contract through our website to purchase products from us, the following steps must be taken: if you are a new customer, you must create an account with us and log in; you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; if you are an existing customer, you must enter your login details; once you are logged in, you must select your preferred method of delivery and confirm your order and your consent to the terms of this document; you will be transferred to our payment service provider's website, and our payment service provider will handle your payment; we will then send you an acknowledgement by email.

3.4        You will have the opportunity to identify and correct input errors prior to making your order by going back in the site to the relevant pages, before accepting T&Cs and confirming your order.

 

4.         Products

4.1        All products on our website are or may/may not be available on our website from time to time.

4.2        We may periodically change the products available on our website, and we do not undertake to continue to supply any particular product or type of product.

5.         Prices

5.1        Our prices are quoted on our website.

5.2        We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

5.3        All amounts stated in these terms and conditions or on our website are stated inclusive of VAT.  VAT amount may be shown separately at our discretion.

5.4        It is possible that prices on the website may be incorrectly quoted; accordingly, we will verify prices as part of our sale procedures so that the correct price will be notified to you before the contract comes into force.

5.5        In addition to the price of the products, you may have to pay a delivery charge, which will be notified to you before the contract of sale comes into force.

 

6.         Payments

6.1        You must, during the checkout process, pay the prices of the products you order.  This applies to account holders who do not hold a credit account i.e. B2C users.

6.2        Payments may be made by credit/debit card or any other methods specified on our website from time to time.

6.3        In the case of B2B users: If you fail to pay to us any amount due under terms and conditions listed in Section 7 below, we may withhold the products ordered and/or by written notice to you at any time cancel the contract of sale for the products.

6.4        If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days, following the date of our written request:

(a)       an amount equal to the amount of the charge-back;

(b)       all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

(c)        an administration fee of €25.00 including VAT; and

(d)       all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 6.4 (including without limitation legal fees and debt collection fees), and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 6.4.

6.5       Processing of payments. All online payments effected through our website, including but not limited to bill payment, are processed using a third-party electronic payment gateway (APCO Systems Ltd) and in line with the PCI DSS Level 1 certification.

 

7.         Credit accounts

7.1        If we agree to open a business account for you, you will be able to pay in arrears, in accordance with the provisions of this Section 7.  Business/credit accounts will be referred to as B2B accounts.

7.2        By registering yourself or a company online, you are committing to honour all terms and conditions listed here.  If you are not the owner/director of the account registered, your online registration and ticking the terms and conditions box signifies that you have sought approval from the company director/s or owner/s to create an account.

7.3        In the case of B2B-registered customers, you agree to purchase products on 45 days’ credit terms.  Any balances due past this date may be requested to be collected upon next delivery of an order.  We also reserve the right to request Cash on Delivery for any new orders until overdue pending balance is cleared, or charge interest upon pending balance also until cleared.  Any legal costs incurred for recovery of such funds may also be charged to the account.

In the case of B2B-registered companies consisting of director/s without a valid Maltese ID number,  you agree to purchase products on 30 days’ credit terms.  Any balances due past this date may be requested to be collected upon next delivery of an order.  We also reserve the right to  request Cash on Delivery for any new orders until overdue pending balance is cleared, or charge interest upon pending balance also until cleared.  Any legal costs incurred for recovery of such funds may also be charged to the account.

In the case where no company/individual information, on either MFSA or Creditinfo Malta site, is available when vetting a newly-registered account, such account will be listed as CASH SALE only on delivery/collection of an order.

7.4        Business accounts will be subject to such credit limits as we may notify to you from time to time.

7.5        If/when a Creditinfo Malta listing is noted on your account during vetting or notified any time after this, we also reserve the right to request Cash on Delivery/Collection of goods, until such time as the listing is cleared from Creditinfo Malta’s public database.

7.6        If you do not pay to us any amount properly due under or in connection with these terms and conditions in full and on time, we may, at our discretion, charge you interest on the overdue amount at a rate of our discretion which interest will accrue daily until the date of payment and be compounded at the end of each calendar month, without prejudice to our other legal rights or rights under these terms and conditions.  Also, you hereby agree that in the event of failure to effect payments when due in terms of this agreement, the Company shall have the right to refer the Debtor’s name to Creditinfo Malta for registration in its defaulting debtors database, which is available for public viewing.

Directors’ Liability:  In case of insolvency, dissolution or bankruptcy of a company, decisions taken, or not taken, by the company's directors and/or shareholders at the time can result in the directors being personally liable for contributions to the company's debts towards Golden Gate Co. Ltd., and that in such a case we will be entitled to pursue the parties involved.  This also applies in cases where no communication is forthcoming from such directors and our requests for payment are ignored or directed to 3rd parties, such as accountants, auditors, lawyers etc.

7.7  All information submitted will be held in accordance with the Data Protection Act.

 

8.         Warranties and representations

8.1        You warrant and represent to us that:

(a)       you are legally capable of entering into binding contracts;

(b)       you have full authority, power and capacity to agree to these terms and conditions;

(c)        all the information that you provide to us in connection with your order is true, accurate, complete and non-misleading; and

(d)       you will be able to take delivery of the products in accordance with these terms and conditions and our delivery policy.

 

  9.       Breach of product warranty

  9.1      If you believe that products you have purchased from us breach any of the warranties set out in Section 9, please contact us to discuss the issue and arrangements for the return of the products.

  9.2      If products you purchase from us do not conform with the warranties set out in Section 11.2, then you will be entitled to a refund of all amounts paid in respect of those products. Alternatively and subject to availability, we may agree to supply you with replacement products, in which case we will pay the cost of delivering those replacement products to you. In either case we will reimburse you for your reasonable expenses incurred in returning the products to us.

  9.3      If you return a product in contravention of these terms and conditions, and you do not have any other legal right to a refund or exchange in respect of that product:

(a)       we will not refund the purchase price or exchange the product;

(b)       we may retain the returned product until you pay to us such additional amount as we may charge for re-delivery of the returned product; and

(c)        if we do not receive payment of such additional amount within 14 days of issuing a request for payment, we may destroy or otherwise dispose of the returned product in our sole discretion without any liability to you.

 

10.      Limitations and exclusions of liability

10.1    Nothing in these terms and conditions will:

(a)       limit or exclude any liability for death or personal injury resulting from negligence;

(b)       limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)        limit any liabilities in any way that is not permitted under applicable law; or

(d)       exclude any liabilities that may not be excluded under applicable law,

            and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

10.2    The limitations and exclusions of liability set out in this Section 13 and elsewhere in these terms and conditions:

(a)       are subject to Section 13.1; and

(b)       govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

  10.3    We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

  10.4    We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

  10.5    We will not be liable to you in respect of any loss or corruption of any data, database or software

  10.6    We will not be liable to you in respect of any special, indirect or consequential loss or damage[, providing that if you contract with us under these terms and conditions as a consumer, this Section 13.6 shall not apply].

  10.7    You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

 

11.        Order cancellation

11.1      We may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:

(a)       you fail to pay, on time and in full, any amount due to us under the contract; or

(b)       you commit any breach of the terms of the contract.

11.2      If you are a business customer, we may cancel a contract under these terms and conditions by written notice to you if:

(a)       you cease to trade;

(b)       you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;

(c)        a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;

(d)       the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

(e)        any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.

11.3      We may cancel a contract under these terms and conditions by written notice to you if we are prevented from fulfilling that contract by any event beyond our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.

 

12.        Consequences of order cancellation

12.1      If a contract under these terms and conditions is cancelled in accordance with Section 14:

(a)       we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;

(b)       you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and

 

13.        Scope

13.1      These terms and conditions shall not constitute or effect any assignment or licence of any intellectual property rights. Therefore, you are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise. You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by Golden Gate Co Ltd or its licensors.

 

13.2      These terms and conditions shall not govern the licensing of works (including software and literary works) comprised or stored in products.

13.3      These terms and conditions shall not govern the provision of any services by us or any third party in relation to the products (other than delivery services).

 

14.        Variation

14.1      We may revise these terms and conditions from time to time by publishing a new version on our website.

14.2      A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

 

15.        Assignment

15.1      You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions − providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.

15.2      You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

 

16.        No waivers

16.1      No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

16.2      No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any breach of that provision or any other provision of that contract.

 

17.        Severability

17.1      If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

17.2      If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

 

18.        Third party rights

18.1      A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

18.2      The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

 

19.        Law and jurisdiction

19.1      A contract under these terms and conditions shall be governed by and construed in accordance with Maltese law.

19.2      Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Malta.

 

20.        Our details

20.1      This website is owned and operated by GOLDEN GATE CO LTD.

20.2      We are registered in MALTA under registration number C 14387, and our registered office is at 46 NAXXAR ROAD, SAN GWANN, MALTA.

20.3      You can contact us by writing to the business address given above by email to goldengate@gg.com.mt or by telephone on 2138 2245.