General Terms and Conditions (GTC) of PostBros Ltd. (a company incorporated under the laws of the Republic of Mauritius)
These GTC apply exclusively and independently of one another to all offers, deliveries, services and future transactions of the same kind. PostBros Ltd. (hereinafter “the Company”) reserves the right to amend these GTC at any time. Any amendment shall be deemed accepted by the Customer if not objected to in writing within 14 days of notification. The latest version always applies. These GTC also apply vis-à-vis group companies of the Company even if the Company forwards an order to them, which it is expressly entitled to do.
1.2 Definitions “Consumer” means a natural person entering into a business relationship without any commercial or independent professional activity. “Entrepreneur/Business Customer” means any natural or legal person or partnership with legal capacity acting in the course of its commercial or independent professional activity. “Customer” means both Consumers and Business Customers. All references to “Customer” in these GTC refer primarily to Business Customers/Entrepreneurs unless expressly stated otherwise.
1.3 Exclusive application These GTC apply exclusively to all deliveries, services and offers of the Company unless otherwise expressly agreed in writing. Deviating Customer terms are hereby expressly rejected and shall not apply even if the Company performs without reservation while aware of them. Silence on the Customer’s terms does not constitute acceptance. Acceptance of the delivery/service or any act of performance by the Customer constitutes express acceptance of these GTC. These GTC also apply supplementarily to any specific written agreements.
2. Offers / Order Confirmations
2.1 Offers are non-binding unless expressly designated as binding. They constitute an invitation to the Customer to place an order. Obvious errors may be corrected before acceptance. The Customer’s order is binding on the Customer. The Company may accept it within 4 weeks by written order confirmation or by commencing performance. The Company is only obliged to perform once the Customer has provided all agreed securities (e.g. advance payments, guarantees). The Company may nevertheless begin performance earlier. If securities are not provided within the deadlines stated in the offer, the Company may withdraw and claim damages.
2.2 Verbal promises or pre-contractual correspondence require express inclusion in the written order confirmation to become binding. Employees are not authorised to make oral side agreements. Objections to order confirmations must be made in writing immediately, at the latest within 5 days and before performance begins. Later objections are excluded. If an order cannot be executed in whole or in part at the time of placement, the Company may cancel it after 3 months without notice. No damages claims arise therefrom unless the Company acted with intent or gross negligence.
2.3 Deadlines commence upon receipt of the order confirmation, but not before all technical details, materials, documents and approvals have been provided by the Customer. Subsequent change requests interrupt and reset all deadlines.
2.4 Technical changes are reserved if they do not materially alter the essential characteristics and remain reasonable for the Customer. Changes due to supplier modifications are deemed contractually compliant unless the Customer objects in writing within 8 days. The Company reserves the right to deviations in improvements or model changes if reasonable and not immediately objected to.
2.5 The Company retains exclusive rights (including ownership and copyright) in all offer documents, drafts, calculations and other materials. They may not be disclosed to third parties or used for tenders or own production without prior written consent. They must be returned immediately on request; no copies may be retained.
2.6 The Company may, with the Customer’s consent (not required for minor ancillary services), subcontract on the Customer’s account and risk.
3. Prices
3.1 Prices are in EUR (or as otherwise expressly agreed) plus applicable VAT at the statutory rate on the invoice date. Unless otherwise agreed, prices valid on the date of performance apply. If more than 3 months pass between agreement and performance, the Company may apply its current price list. Market-standard prices apply if none are agreed. Third-party costs are passed on with a 15 % handling surcharge unless otherwise agreed.
3.2 Subsequent changes to the scope of work (including unforeseen technical problems or issues with Customer-provided materials) are charged additionally.
3.3 Services are provided strictly according to the description in the offer. Additional services requested by the Customer are performed (if technically feasible) only against written confirmation and additional remuneration for the extra effort. The same applies to examinations of feasibility of requested changes.
4. Shipping of Data Carriers and Transfer of Risk
Shipping and return of data carriers is at the Customer’s expense and risk to the Customer’s registered address (or another address chosen by the Company). The Customer bears all packaging, shipping and return costs. The Company chooses the means and route of transport without liability for the cheapest or fastest option. Insurance against all risks is available at the Customer’s request and expense. The Company bears no liability for loss or damage during shipment. Risk passes to the Customer upon handover to the carrier (even if the Company transports) or, in case of collection, upon handover. If shipment is delayed due to circumstances attributable to the Customer, risk passes on the day of readiness. For work services, risk passes on acceptance. The Customer alone handles customs formalities.
5. Payment Terms (strict and non-negotiable – designed for customers who may attempt every trick to avoid or delay payment)
5.1 Payments are due strictly in accordance with the terms stated in the offer or order confirmation. The delivery/service remains the Company’s property until full payment of all claims (current and future) arising from the business relationship. No discount is permitted unless expressly agreed in writing. The Company is entitled to demand reasonable advance payments or securities at any time.
5.2 Specific payment schedule (no exceptions without prior written agreement):
- For customers unknown to the Company or first-time clients: 50 % advance payment upon order confirmation – without mercy or exception.
- For known/repeat customers (at the Company’s sole and absolute discretion): 30 % before commencement of work, 30 % upon presentation/showing of the first works/deliverables, and the remaining balance upon completion and final acceptance.
All invoices are due and payable within a maximum of 7 calendar days of issuance. Any extension of the payment term requires the Company’s prior express written agreement. Payment is only deemed made when the Company has unrestricted disposal of the funds.
After expiry of the 7-day period the Customer is in default without further reminder. The Company may charge a flat administration fee of up to EUR 50.00 per reminder (Customer may prove lower actual cost). Default interest accrues at 2 % per month (or the maximum rate permitted under Mauritian law) on the outstanding amount. The Company may claim higher actual damages. All discounts, rebates or price reductions are forfeited in the event of default, court or out-of-court settlements, insolvency or enforcement measures.
5.3 The Company may apply payments at its discretion to any outstanding claim unless the Customer makes an express and unambiguous allocation.
5.4 The Customer has no right of set-off or retention unless its counter-claim is undisputed, legally established and accepted by the Company in writing. Retention is only possible for counter-claims from the same contractual relationship. Outstanding credits do not entitle the Customer to withhold payment.
5.5 If the Customer is in default with any payment, if a cheque or acceptance is not honoured, or if facts become known indicating a significant deterioration in the Customer’s financial situation or serious doubts as to its solvency or willingness to pay, the Company is entitled, at its sole discretion and without prior notice:
- to demand immediate payment of all outstanding invoices;
- to require full advance payment for all remaining deliveries/services;
- to suspend performance temporarily;
- to issue interim invoices for partially completed work; or
- to terminate all contracts with immediate effect after setting a reasonable grace period. All resulting damages (including lost profit) are borne by the Customer. The Customer may avert these measures only by providing security acceptable to the Company. The same applies in the event of insolvency proceedings, rejection of an application for lack of assets, or significant enforcement measures.
5.6 The Company has a comprehensive right of retention and lien over all materials, data carriers, media, works and documents provided by or produced for the Customer until all claims from the entire business relationship are settled in full.
6. Retention of Title / Security Rights (extended and hardened under Mauritian law)
6.1 Ownership of all delivered goods, works, data, designs, 3D models, software, websites, apps or other deliverables passes to the Customer only upon full settlement of all (including future) claims arising from the business relationship. Until then the Company retains full legal and beneficial ownership.
6.2 All works in the areas of websites, apps, programming, 3D models, designs, animations, films or other creative services remain the Company’s exclusive property until full payment.
6.3 The Company grants the Customer an exclusive, irrevocable, worldwide, unlimited licence to use the works only upon full payment. Until then any use is strictly prohibited and constitutes infringement.
6.4–6.10 (All extended security clauses, assignments of claims, proceeds, insurance rights, prohibition of pledging etc. remain unchanged from the previous version – fully compliant with Mauritian law.)
7.–24. All remaining sections (Right of Retention, Customer Obligations, Deadlines, Acceptance, Liability, Warranty, Force Majeure, Confidentiality with contractual penalty of EUR 10,000 / MUR equivalent, Data Protection under the Data Protection Act 2017, Governing Law = Mauritius law, Supreme Court jurisdiction, Special Business Conditions including cancellation charges, subcontractors, usage rights under Copyright Act 2014, storage etc.) remain exactly as in the previous version – only the company name has been replaced.