TERMS & CONDITIONS

If the Buyer and Seller have not signed a separate written contract, these terms and conditions shall apply, excluding any other terms and conditions of the Seller, regardless of whether they were received before or after the issuance of these terms and conditions. Acceptance of the Purchase Order or any other communication by the Seller, including order confirmation and/or the provision of Goods or Services, will be considered as acceptance of these terms and conditions.

These terms and conditions shall apply regardless of any conflicting trade customs and even if other terms and conditions were in effect, either explicitly or through prior dealings between the parties.

Any changes, modifications, or extensions to the Purchase Order must be documented in writing and confirmed by an authorized representative of the Buyer.

Buyer shall pay:

• • The prices for the equipment/services listed in the contract, or if not specified, will be based on the Seller's prevailing rates at the time of shipment.
• • All prices are determined according to the latest Shipping INCOTERMS2010 (as published by the ICC- International Chamber of Commerce) stated in the quote, or if not stated, they are considered EXW factory.
• • This applies to any additional supplies/services expedited that are necessary for the operation of the system and its intended use.
• • Packing, freight, transportation, and insurance costs from the dispatch warehouse to the destination warehouse, as well as any direct shipments, are included.
• • All bank charges are the responsibility of the buyer.

The Buyer shall pay the prices outlined in the Contract. If not outlined, the Buyer will pay the Seller’s prevailing prices at the time of service delivery for all components, parts, equipment, and materials required to complete the Service Job. The Buyer shall pay for the AMC as specified in the Contract or quotation.

For any items not specifically outlined in the Contract but requested by the Buyer due to incomplete or inaccurate information provided by the Buyer, additional services may be required.

Service charges will be applied according to the Contract, or if there is no Contract, at the Seller's applicable daily rates.

All consultancy services provided to the Buyer regarding procurement are based on the Seller/Manufacturer’s best knowledge and past experiences. The Buyer/End user is required to exercise due diligence in verifying the suitability of our advice for their specific production or application conditions. The Seller shall not be held liable or responsible for any damages resulting from this, unless an intentional violation of the contract is proven.

The Seller reserves the right to modify the design and/or specifications or substitute equipment with another design, provided that such changes do not materially or adversely affect the performance or utility of the equipment the Seller is contracted to supply. Any changes requested by the Buyer require the Seller’s prior written consent. Such changes will result in an equitable adjustment to the charge and/or extension of the performance time. If the parties do not agree on a price increase and the Seller decides to continue performance to prevent delays, the Buyer shall pay the Seller’s reasonable estimate of the additional work’s value.

Service assignments will only commence upon receiving a written Service Order from the Buyer, with terms agreed upon by both parties.

Acceptance of a Service Order will be confirmed to the Buyer through an Order Confirmation.

A legally binding contract is established upon acceptance of the order.

Attendance for a service is contingent upon the availability of a qualified service engineer and is subject to the following terms:

• • Service charges are calculated on a “from base to base” basis.
• • All logistical arrangements required for accessing the site and equipment are the responsibility and cost of the Buyer.
• • Service orders attended to, regardless of whether the work is completed due to factors beyond the Seller’s reasonable control, shall be charged according to the Seller’s prevailing rates for labor, spare parts, and expenses.
• • Any delays in the service delivery process caused by the Buyer, their agent, or factors beyond the Seller’s direct control will result in an extension of the service time, which will be billed according to the Seller’s prevailing service rates.
• • Unless instructed otherwise by the Buyer, the Seller reserves the right to determine the number of personnel required to perform the service work and will make decisions on labor at overtime rates based on their best judgment.
• • Disposal of e-waste and related materials will be conducted in compliance with the applicable laws set by the local government.

Unless agreed otherwise, all invoices must be paid 100% in advance along with the purchase. Any special payment terms must be mutually agreed upon in writing before order acceptance, and will be considered on a case-by-case basis.

Withholding payments or offsetting payments against Buyer’s claims against Seller is not permitted unless these claims are undisputed or legally confirmed.

If the Buyer delays contract completion, the Buyer shall pay based on reasonable pro-rata terms specified by the Seller.

Overdue payments will incur interest charges of 2% per month or any portion thereof.

The Buyer is responsible for paying the Seller's collection or litigation expenses, including fees and charges payable to the Seller's attorney.

If there are reasons to doubt the Buyer's solvency or creditworthiness, the Seller reserves the right to request securities or prepayment for any outstanding deliveries or to declare all outstanding claims immediately due.

Mutually agreed terms of payment shall be stipulated in the contract (quotation) or Service Order as:

• • Full payment must be made in advance before the start of any work or the supply of materials.
• • Progressive payments will be determined reasonably by the Seller and approved by the Buyer.
• • Payment is due within seven days from the date of shipment or service delivery.

The estimated delivery period, including both the start and end dates, will always be stated on the Seller's quote. This proposed timeline is based on commitments made by the Manufacturer. The Seller shall not be held responsible for any delivery delays caused by the Manufacturer or other factors beyond the Seller's control. The Seller will keep the Buyer informed of any known delays as they arise. The Seller will not accept any penalties as liquidated damages unless specifically agreed upon in writing before the order is accepted. In the event of force majeure, the Seller reserves the right to postpone delivery for the duration of the obstruction plus a reasonable recovery period. If delivery becomes impossible due to circumstances beyond our control, the Seller reserves the right to partially or fully terminate the contract.

A buyer may cancel any purchase order, excluding orders for custom products and private-labeled products, in whole or in part, without any further obligation or liability to the buyer, at any time within two (2) business days from the order placement date to the seller, provided that the equipment has not yet been shipped or dispatched from the seller's or seller’s vendor's warehouse.

Any variation in the quantity or specification will be subject to availability, and the Seller is not responsible for any delay due to this within the agreed time frame. Seller deserves to charge the Buyer towards incurred margin loss due to variation or reduced order quantities.

When circumstances beyond Seller’s reasonable control occur, the time for contract completion shall be extended to compensate for any resulting delay for a period of time at least equal to the duration of those circumstances. Such circumstances include, but are not limited to, Buyer’s acts or omissions, Acts of God, Government actions, labor disputes or shortages, civil disturbances, fires, floods, public health matters, transportation delays, plant accidents, and material or facility procurement delays.

In case of delay wherein delivery / billing / site services could not be executed by Seller due to various reasons from Buyer side like non-readiness of site, delayed inspection of delivered shipments, delayed approval of our Invoices and in those cases Seller:

• • shall be paid on time based on the Invoice, irrespective of delivery been completed or held due to Buyer’s fault.
• • shall not be held accountable for delays or damages caused by the Buyer.
• • shall be automatically relieved from liquidated damages clause if any accepted in
• • shall store the goods at the Buyer’s risk and
• • shall charge the Buyer for applicable storage fees (shall be informed accordingly), after a minimum specified period of 30 days from the notice of goods that are ready for shipment.

Ownership of the merchandise will not transfer to the Buyer until full payment of all amounts owed to the Seller, regardless of the reason for the claim, is received.

If the Buyer delays completing the contract, they must pay the Seller’s standard storage fees and the contract amount within 30 days of receiving the Seller’s notice that the goods are ready for shipment.

In the event of bankruptcy or suspension of payment, the Seller has the right to require the Buyer to declare the assigned receivables, provide all necessary information and documentation for the Seller to collect the claims, and notify of the assignment.

If third parties attempt to claim these goods, the Buyer must inform them of the Seller’s ownership and promptly notify the Seller; the Buyer will be liable for any associated costs and damages.

Testing procedures will follow either the contract specifications or the Seller's standard practices.

The Buyer must promptly notify the Seller when the site is ready and allow enough time for the Seller to mobilize on site.

If the Buyer does not report any defects to the Seller immediately after installation and/or testing, the items will be considered to have met the specifications.

If requested by the Buyer, the Seller may offer supervision for unpacking, assembly, installation, testing, and adjustment of equipment, or for inspection.

The Seller’s standard service rates will apply for such supervisory services.

The standard warranty is one year from the date of supply. All items sold or supplied by the Seller come with the manufacturer’s warranty, which will be transferred to the Buyer. Warranty coverage does not include transit damages. No additional warranties, whether expressed or implied, including implied warranties of merchantability or fitness for a particular purpose, will apply. But for some products may have warranty coverage by the seller. The Buyer must inspect the merchandise and determine its suitability for the intended purpose, possibly through appropriate testing. Claims will only be considered if the Seller is notified immediately upon discovering any faults. If a valid claim is made, the Seller will, at their discretion, either replace or repair the merchandise at no charge. The Seller will not be responsible for any consequential damages resulting from defects in the merchandise, as the warranty's purpose is to ensure the merchandise meets the contract specifications. The warranty excludes damages caused by improper handling or storage after risk has passed or by unforeseen external factors not covered by the contract.

Three months on labor & parts as per the following terms:

• • The warranty begins from the date specified in the attending engineer’s Service Report.
• • The warranty covers repairs or replacement of parts, as determined exclusively by the Seller, if faults in workmanship or material are found, and it is limited to service provided by Seller personnel.
• • The term “labor” under the warranty refers only to the time spent repairing the equipment or part, while all other costs, such as waiting time, transportation, and other expenses are the Buyer’s responsibility.
• • The Seller is not obligated under the warranty if the Buyer or a third party makes modifications or repairs to the equipment or if the equipment is used improperly or mishandled.
• • The Buyer has the option to return faulty equipment or parts to the Seller or Manufacturer, with shipping costs paid by the Buyer. The Seller or Manufacturer will then repair or replace these parts and return them to the Buyer, with shipping costs covered by the Buyer. Alternatively, if on-site repair assistance from the Seller is requested, the Seller or Principal will handle the repair or replacement on-site.
• • The Seller does not provide any express warranty beyond the one described above regarding workmanship or parts. Any liability of the Seller for damages related to alleged defects in workmanship or parts, under any legal or equitable theory, is limited to repair or replacement as outlined above and does not include any incidental, consequential, or commercial damages.

To process a return request, you must provide the material description, reason for return, Buyer order number, and Seller invoice number.

Returns cannot be processed without this information. Once the request is approved, a Return Authorization process will begin, and you will receive a reference number along with instructions for where to send the return.

The return shipment must include a Packing List. Without an approved Return Authorization, no credit will be issued for returned materials.

Materials returned due to order entry or shipping errors by the Seller will be credited at full value, provided they are returned within thirty (30) days from the original shipment date.

For defective materials, credit will be issued at the actual price paid only after the Seller inspects and verifies the defect.

Return shipping costs will be the Buyer’s responsibility.

Special orders and made-to-order products cannot be returned.

Credit will not be issued for discontinued items, which include items no longer manufactured or those replaced by newer models.

To be considered for credit, materials must be returned within thirty (30) days of the original invoice date, in reasonable quantities, and in resalable condition.

Returned materials must be packaged to avoid damage during shipping; using the original packaging is preferred.

Credit will not be granted for materials damaged during transit due to improper packaging.

Regardless of whether Seller's negligence caused it, Seller will not be responsible for any indirect, special, consequential, or other damages, including those from late delivery. Seller's duty is to correct, repair, or replace the item as outlined in section 10.

Warranty shall be the sole remedy available to Buyer for any warranty breaches or negligence.

Seller's total liability to Buyer will not exceed the lesser of the repair or replacement value of the defective item.

The Buyer agrees to defend, indemnify, and hold harmless the Seller (including its agents, representatives, employees, officers, affiliated companies, successors, and assigns) from any and all claims, demands, actions, damages, and liabilities (including attorney’s fees and consequential and incidental damages) arising from any injury (including death) to individuals or damage to property connected to any act or omission by the Buyer, its agents, employees, or subcontractors.

If after-sales service is provided by anyone other than the Seller, the Seller shall not be responsible for the performance of the equipment or any warranties and guarantees.

If the Buyer terminates the contract, either in whole or in part, except due to the Seller's default, the Seller is entitled to recover all costs (both direct and indirect, including reasonable general and administrative expenses) incurred up to the termination date, as determined by the Seller or its auditors, along with a profit margin typically applied to such Buyer, product, or service, as determined by the Seller or its auditors.

The Buyer must cover the Seller’s collection or litigation expenses, including the higher amount of payable or paid attorney fees.

If the Buyer terminates any portion of the Service Order, except due to the Seller’s default, the Seller is entitled to recover all costs (both direct and indirect, including reasonable general and administrative expenses) incurred up to the termination date, based on the Seller’s standard accounting practices.

The Buyer must cover the Seller’s collection or litigation expenses, including attorney fees.

Each Party will be excused from fulfilling its contractual obligations if such performance is obstructed by force majeure (as defined below), provided the nonperforming Party promptly informs the other Party of such obstruction. This excuse will persist as long as the force majeure condition continues. The affected Party must also inform the other Party of the expected duration of the force majeure, any measures taken to minimize or avoid its impact, and must make reasonable efforts to eliminate the cause of the force majeure. For the purposes of this contract, “force majeure” includes events beyond the Parties' control, such as acts of God, terrorism, compliance with government regulations, laws or orders, war, acts of war (whether declared or not), labor strikes or lock-outs, civil unrest, epidemics, failure or default of public utilities or common carriers, destruction of production facilities or materials due to fire, earthquakes, storms, or similar disasters. Payment obligations for invoices due and payable under this contract will not be delayed by the payer due to a force majeure event affecting the payer.

Buyer agrees that all drawings, prints, and other technical materials provided by Seller, whether created by Seller or third parties under Seller’s contract, contain data that embodies trade secrets and confidential know-how of commercial value to Seller or its third-party contractors. Buyer agrees to:

• • (a) maintain the confidentiality of such information.
• • (b) not disclose it to any other person, division, or entity.
• • (c) use the information only in connection with the Products supplied under this agreement.
• • (d) not sell, lease, loan, or allow any other person, division, or entity to use such information without Seller’s prior written consent.

This agreement does not restrict the use of information that is generally available to the public.

Buyer acknowledges that Seller and its affiliates own brands, trademarks, designs, patents, copyrights, and other intellectual property related to Seller’s Products, and that no rights or licenses are granted by Seller to Buyer to manufacture, have manufactured, modify, import, or copy such Products. Buyer agrees to refer to Seller’s brands or its affiliates only in connection with the use or sale of the Products delivered under this agreement, and not in relation to any other Products, unless separately authorized by Seller in writing.

In alignment with the life cycle perspective, the Seller recognizes the importance of informing all interested parties about the potential significant environmental impacts related to the end-of-life treatment and final disposal of our products and services. We urge all interested parties to consult the manufacturer's product manual or catalog for proper disposal procedures and end-of-life treatment. Additionally, please adhere to the local laws and regulations of your country when disposing of these products. The Seller is available to provide further assistance if needed.

These General Terms & Conditions, along with the SELLER’s written techno-commercial proposal, form the complete contract. This contract represents the full agreement between the parties and will be included in any order document from the Buyer. No amendments will be binding on the Seller unless they are made in writing and signed by an authorized representative of the Seller. Any additional terms or conditions in the Buyer’s order that alter or add to these General Terms & Conditions will have no effect.

The validity, interpretation, and performance of this Contract, as well as any related suits or proceedings, will be governed by and construed according to English law, without regard to conflict of law principles. Both parties to this contract agree to the exclusive jurisdiction of the Dubai DIFC or UAE Courts and waive any claims regarding inconvenient forum or venue. English will be the official language for all proceedings.

All amounts specified in these Terms and Conditions are exclusive of any taxes, duties, cess, or levies, including Value Added Tax (VAT), sales tax, or similar taxes under applicable tax legislation, which will be the responsibility of the Buyer. The Buyer must pay VAT, GST, or similar taxes (if applicable) in addition to the value of the supply or service, and in the same manner and timeframe as payment for the value itself. The Seller will issue a tax invoice compliant with the applicable tax legislation requirements. The Buyer will indemnify the Seller against any tax liabilities that the Seller must pay to a third party due to any non-compliance, breach, or other reason attributable to the Buyer, including interest and penalties. If the Seller later receives a credit or repayment for such tax from a third party, the Seller will reimburse the Buyer for the credited or repaid amount, minus any reasonable costs, penalties, and interest incurred by the Buyer.