1.1 These General Terms & Conditions (“T&C”) apply to all past, current, and future business relationships, deliveries, services, and transactions between Blackshield (hereinafter the “Seller”) and the respective contracting party (hereinafter the “Buyer”).
1.2 These T&C apply without separate reference to invoices, order numbers, or individual agreements.
1.3 Any order, payment, acceptance of an invoice, or receipt of goods constitutes full and irrevocable acceptance of these T&C.
1.4 A one-time acceptance applies permanently to all business relationships—retroactively, presently, and in the future.
2.1 The Buyer acknowledges that a single acceptance or action (e.g., payment) is sufficient to make these T&C permanently and worldwide binding.
2.2 Payment = legally binding acceptance, even without signature, pursuant to:
2.3 With each order, the Buyer irrevocably confirms:
2.4 These T&C automatically apply to:
2.5 The Buyer bears the full burden of proof that they were not informed; however, the Buyer acknowledges that such proof is factually excluded.
3.1 All sales are final, binding, and non-revocable.
3.2 The Buyer permanently waives any rights regarding:
3.3 National laws in the Buyer’s country do not invalidate these T&C.
4.1 Unless expressly agreed otherwise in writing, all deliveries are EXW (Ex Works) in accordance with Incoterms® 2020.
4.2 Risk transfers to the Buyer upon making the goods available at the Seller’s premises, regardless of:
4.3 Higher Incoterms (e.g., FCA/FOB) apply only with the Seller’s written consent. CIF, DDP, DAP, and DPU are excluded unless expressly agreed.
4.4 The Buyer bears all transport, insurance, customs, and duty/tax costs.
4.5 After the goods are made available, the Seller bears no responsibility for:
5.1 The Buyer bears sole responsibility for:
5.2 Customs issues do not justify any refund, reduction, or legal action.
6.1 The Seller guarantees the authenticity of the delivered goods.
6.2 Manufacturing defects must be reported within 48 hours of receipt.
6.3 Counterfeit allegations are only permissible with government-recognized laboratory analysis.
6.4 Unfounded allegations obligate the Buyer to pay:
7.1 Full AML/KYC documentation must be provided before commencing business.
7.2 Third-party payments are prohibited, except through regulated payment providers.
7.3 The Seller may cancel orders without refund if AML/KYC risks exist.
8.1 Payments must be made in full in advance, unless otherwise agreed in writing.
8.2 Payments must come from the Buyer’s own corporate bank account.
8.3 By making payment, the Buyer waives any form of payment dispute or reversal.
The Seller is not liable for:
Maximum liability: the amount of the respective invoice, only in cases of proven fault.
Any reproduction, imitation, re-branding, or reverse engineering is prohibited. Violations may result in damages of up to ten (10) times the invoice amount.
11.1 All information (prices, sources, documents, communications, etc.) is strictly confidential.
11.2 Disclosure—even to authorities or courts—is only permitted with the Seller’s prior written consent.
11.3 Contractual penalty for breach:
This obligation applies for life, even after termination.
The Seller is not liable for events outside its control, including:
Such events do not justify any refund.
13.1 The legal system that provides the Seller with the greatest possible protection applies (including, among others, English law, ICC rules, CISG, UCC).
13.2 Courts and arbitration venues are determined exclusively by the Seller (including, among others, Paris, London, New York, Dubai, Singapore).
13.3 Proceedings shall be conducted exclusively in English.
13.4 Decisions are enforceable worldwide (New York Convention).
14.1 These T&C apply for an unlimited period.
14.2 Only the Seller is entitled to terminate.
14.3 Obligations (payment, confidentiality, liability, jurisdiction, etc.) survive any termination.
14.4 Corporate restructurings, insolvency, or changes of ownership do not release the Buyer from obligations.
15.1 These T&C are final, binding, and enforceable worldwide.
15.2 A signature is not required if an order or payment has been made.
15.3 The Buyer permanently waives objections based on:
15.4 The Buyer expressly acknowledges and agrees that the confirmation and acceptance of these Terms & Conditions by electronic means—including but not limited to ticking a checkbox, clicking an “I agree” button, submitting an order, creating an account, or completing payment—constitutes a legally valid, binding, and enforceable digital signature.
15.5 Such electronic acceptance shall have the same legal effect as a handwritten signature, in accordance with, including but not limited to:
15.6 By electronically accepting these Terms & Conditions, the Buyer confirms that:
15.7 The Buyer irrevocably agrees that any electronic acceptance of these Terms & Conditions constitutes absolute, final, and legally binding consent, enforceable before any court or arbitration tribunal worldwide.
