STANDARD TERMS AND CONDITION OF SALE
The expression "The Seller" shall mean Comstor Middle East Ltd., or its subsidiaries, associated companies, assign, trading styles and successors in title. The person with whom the company does business under these conditions being hereafter referred to as "The Buyer."
1. GENERAL - All orders and contracts for the supply of materials and equipment are given on the terms and conditions printed below and subject to the Seller's acceptance. Any general conditions of Buyer are herewith specifically excluded between the parties.
2. PRICES - Prices quoted herein are subject to change without notice, unless otherwise noted. In any event, this quotation is subject to acceptance within thirty (30) days from date of issue unless otherwise noted. Any change in quantities, partial release, delivery time or destination may incur a price adjustment. Cancellation by Buyer shall be by mutual agreement in writing, based on any adjustment necessary in the Seller's sole discretion to cover labour expended, material procured, and reasonable overhead expenses applicable thereto. Storage, demurrage, insurance and all other handling or similar charges, including but not limited to, license fees, bank charges, export and import duties, packing charges and other burdens and disbursements shall be paid by the Buyer and, where met by the Seller, shall be charged to and repaid by the Buyer, unless otherwise agreed.
3. TERMS OF PAYMENT - Unless otherwise specified and agreed upon, the face value of the order including shipping and insurance and all other handling and similar charges shall be paid in (U.S. dollars) with no deductions for cash discount, expenses, taxes or dues of any kind at the time of placing the order upon the Seller, in advance of shipment. Additional expenses incurred for the account of the Buyer or additional amounts payable due to increases in price or quantity shall be paid before shipment. The buyer shall be credited or refunded for any overpayment due to decrease in price, partial cancellation, or other cause.
Payments to be made, by telex transfer, into the following accounts, nett of all bank charges :
Account Name : Westcon Group European Operations Limited
Account No. : US Dollar A/C 035-404128-211
Beneficiary Bank
HSBC Bank Middle East,
Jebel Ali Branch, P.O. Box 66, Dubai, U.A.E.
Fax: (9714) 8816 378
Swift Address : BBMEAEAD
If partial consignments are invoiced, payment shall be made for each individual consignment in accordance with the agreed terms of payment.
The Seller may establish a credit limit for the buyer at its own discretion. The Seller may required financial and other information, bank guarantees or other information, which the Buyer will provide from time to time to establish, increase or continue Buyer's credit limit. The Seller shall have the right to decline, modify the terms or discontinue established credit limits at the Seller's discretion.
The Seller reserves the right to charge 2% service charges for delay in payment per month or a part thereof. The Seller also reserves the right to cancel all future deliveries without any recourse from the Buyer.
4. PACKING - Except where otherwise contracted for, packing shall be that normally supplied by manufacturers or by the Seller for underdeck ocean shipment for similar types of materials and equipment, Wood boxing, or special packing, will be furnished at extra charge to the Buyer.
5. TAXES - Prices shown are ready for export from country of manufacture or country of warehousing, up to the F.O.B. point. Prices shown do not include any subsequent sales, excise, duties, or other government charge payable by Seller to any authority. Any such taxes now or hereafter imposed upon sales or shipments shall be for the order of the Buyer and shall be added to the purchase price. The Buyer agrees to reimburse Seller for any such tax, excise, duties, deductions or payments of whatsoever nature or provide Seller with an acceptable tax exemption certificate.
6. DELIVERY –
a. All terms of delivery agreed by the parties shall be delivered and interpreted according to Incoterms 1990 and as amended from time to time, except where specifically otherwise agreed in writing between the parties.
b. Seller is not accountable for delays in delivery if caused by any legislative, administrative, or executive law, order or regulation of the Federal Government or any State or Municipal Government or any subdivision, department, agency, officer or official thereof, or if caused by, but not limited to, war, riots, labour conflicts, natural catastrophes, acts of God, strike, flood, fire, accidents, delays of carrier, inability to obtain suitable and sufficient labour or necessary supplies of raw materials or other unavoidable contingencies beyond the Sellers control.
c. When such occurrences result in a significant over-running of the delivery time quoted by Seller, Seller is entitled to adapt the prices, delivery dates and other conditions to the new situation. Should this adaptation not be accepted by the Buyer, or not be possible due to other circumstances, Seller is entitled to withdraw from the contract and to invoice the expenditure incurred up to the date of withdrawal.
d. Factory shipment or delivery dates are the best estimates of our suppliers and are not binding. In no case shall the Seller be liable for any consequential loss, or special damages arising from any cause.
7. LABOUR CHARGES - Seller shall not be held liable for any labour charges other than those agreed upon in advance between the manufacturer and the Buyer of the materials and equipment covered in this quotation.
8. BUYER'S REQUIREMENTS - Material and equipment included in this quotation are based on the Seller's interpretation of the Buyer's requirements which are subject to verification by Buyer or his representative. Seller shall not be liable for materials or equipment not conforming to the Buyer's requirements or additional costs if such are due to the fact that the information submitted to the Seller by Buyer did not correspond to the actual circumstances or was incomplete.
9. WARRANTIES - All materials and equipment included in this quotation are warranted only to the extent of the manufacturer's warranty. This warranty will be furnished on written request. UNLESS OTHERWISE AGREED IN WRITING BY A DULY AUTHORISED REPRESENTATIVE OF THE SELLER, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH A NUCLEAR FACILITY, MISSILES TECHNOLOGY OR BIOLOGICAL WEAPONS.
10. BUYER'S REMEDIES - Buyer's remedies for any defects in the materials and equipment covered by this quotation are limited to the express terms of the manufacturer's warranty and are subject to any exclusions and limitations contained in manufacturer's terms and conditions to Seller including, without limitation, the time within warranty claims must be made and as to the amount or nature of damages which may be claimed. A copy of such terms and conditions will be furnished upon written request. IN ANY EVENT, SELLER SHALL NOT BE LIABLE FOR CLAIMS FOR CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE, SALE, FABRICATION, REMOVING, RETURNING OR REPLACING OF THE MATERIALS OR EQUIPMENT COVERED BY THIS QUOTATION WHICH ARE FOUND TO BE DEFECTIVE. In addition, claims for shortages, other than loss in transit, must be made in writing not more than five(5) days after receipt of shipment. Failure to deliver such notice in writing in due time to the Seller shall be deemed to be a waiver of all claims for such shortages. Finally, no material or equipment may be returned to the Seller without the written consent of the Seller and all material or equipment that is returned must be consigned insurance and carriage prepaid and packed in their original packing.
11. WAIVER - Unless otherwise specifically stated herein the failure of Seller and Buyer to insist upon the performance of any of the terms and conditions of this contract or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this contract.
12. MODIFICATION OF CONTRACT - No terms and conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in Buyer's purchase or shipping release forms or elsewhere, shall be binding on the Seller hereinafter unless made in writing and signed by its authorised representative. IF THE CONDITIONS OF THIS CONTRACT ARE NOT ACCEPTABLE, BUYER MUST SO NOTIFY SELLER IN WRITING AT ONCE.
13. SHIPMENT - Seller will, when specifically requested and upon full compensation for all expenses incurred, including storage, demurrage, handling charges and brokerage, undertake to arrange for the Buyer's account, for ocean or air shipment, insurance, shipping declarations, etc.
14. RETENTION OF TITLE - Whilst risk in the materials or equipment shall pass as soon as they have left the Seller's warehouse, title shall remain with the Seller until Seller has received payment in full for all goods supplied to Buyer.
In the event of payment not being made in time in accordance with these terms and conditions, the Seller is entitled without giving notice of default and without the intervention of a court of law immediately to repossess the goods which are the Seller's property and to enter the buildings and/or sites where the goods are situated.
15. DOCUMENTATION/SPECIFICATION
a. Mention of a product in any catalogue or price list does not necessarily imply that the product is available for sale and the Seller reserves the right at all times to discontinue the sale of any product.
b. Unless otherwise specifically stated, specification of the products shall be the Seller's standard specification for the country concerned in force at the time of the order. The Seller reserves the right to make any alterations in the specifications or design of any product. It also reserves the right to deliver products meeting the altered specification or design in fulfillment of any order for products of a previous specification or design, provided the altered products are not materially different from and are designed for the same purpose as the ordered products.
16. INSURANCE OF SHIPMENTS
a) For all Ex- Warehouse Shipments (Ex-Jebel Ali/Ex-Dubai/Ex-Riyadh etc.) - the risk in the goods passes to the Buyer on handing over the goods by the Seller or his agent to the Buyer or his appointed agent. Insurance coverage will be the responsibility of the Buyer. This is also true in cases where the Seller at the request of the Buyer agrees to transport the goods to the Customer's Destination. In such cases the Buyer is responsible for Insuring the goods.
b) For C&F Shipments - the risk in the goods passes to the Buyer on handing over the goods by the Seller or his agent to the Buyer or his appointed agent. The insurance coverage will be the responsibility of the Buyer.
c) For CIF Shipments - the risk in the goods passes to the Buyer once the goods are cleared by the Buyer. In such cases the Seller's responsibility for shortages/damages/missing items ceases once the Buyer signs for clean receipt of the goods. Seller will not accept any responsibility unless the shortages/damages/missing items have been endorsed in the way bill by the delivery agent and informed to the Seller within 3 working days.
17. DEFECTIVE RETURNS
Products are accompanied by Supplier's warranty. Supplier reserves the right to change the warranty and service procedures set forth in such warranty or otherwise for Products not yet sold by Buyer at any time without liability to Buyer or to any other person by reason of any such change.
Buyer shall advise Comstor Middle East Ltd of any defect in Products delivered hereunder within 14 days of the Invoice date and, without deduction or offset, upon obtaining prior authorization of Comstor Middle East Ltd, Buyer may return Products found to be defective for replacement. Comstor Middle East Ltd reserves the right to require Buyer to return defective Products directly to the Supplier for replacement in accordance with the Suppliers policy for Product return. Buyer must pay return freight to either the Seller's warehouse or the Manufacturer's premises. The return freight will be borne by the Seller or the Supplier. All returns must be sent only on receipt of a RMA (Return Material Authorisation) number and be returned in a) Original packaging, b) re-saleable condition, complete and unused. Defective and DOA (Dead on Arrival) returns are tested and Products found not to be defective will be returned to Buyer and charged freight for both inbound and outbound transit. Credit Memos will be issued for defective returns.
Buyer shall bear the risk of loss or damage during transit and shall insure the same accordingly. Suppliers shall not be obligated to repair or replace Products rendered defective in whole or in part, by causes external to the Products, such as, but limited to, in-transit damage, catastrophe, power failure or transients, over voltage on interface, environmental extremes, improper use, maintenance and application of Products, or use of unauthorized parts. Buyer is expected to insure or bear the losses due to above reasons.
18. LIMITATION OF LIABILITY
Comstor Middle East Ltd shall not be liable to Buyer or any other party for any loss, damage, or injury which results from the use or application by Buyer or any other party of products and/or services delivered to Buyer. In no event shall Comstor Middle East Ltd be liable to the Buyer or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or non-performance under these terms and conditions, its employees, agents or sub-contractors, in excess of the net purchase price of the products and/or services actually delivered to and paid for by the Buyer hereunder.
In no event shall Comstor Middle East Ltd be liable to the Buyer or any other party for indirect, special or consequential damages, including but not limited to loss of goodwill, loss of anticipated profits, or other economic loss arising out of or in connection with Seller's breach of, or failure to perform in accordance with, any of these terms and conditions. Buyer hereby expressly waives any and all claims for such damages.
19. COMPLIANCE WITH EXPORT CONTROL
Buyer acknowledges that goods, services and software purchased from Comstor Middle East Ltd may be subject to export control laws and regulations of the United States, including but not limited to the Export Administration Regulations ('EAR'), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Assets Controls. The buyer agrees to comply with these laws and regulations.
Buyer will not without U.S. Government authorization, export, re-export, or transfer any goods, software, or technology received from the Seller, either directly or indirectly:
a) to any country subject to a U.S. trade embargo (currently Cuba, Iran, Libya, North Korea, Sudan and Syria) or to any resident or national of any such country, or
b) to any person or entity listed on the 'Entity List' or 'Denied Persons List' maintained by the U.S. Department of Commerce or the list of 'Specifically Designated Nationals and Blocked Persons' maintained by the U.S. Department of Treasury.
c) To any en-user engaged in activities related to weapons of mass destruction including but not limited to i) the design, development, production, or use of nuclear materials or facilities, or nuclear weapons; ii) the design, development, production, or use of missiles or support of missiles projects; and iii) the design, development, production, or use of chemical or biological weapons.
Buyer confirms to indemnify the Seller and Seller's Suppliers for all claims made against them for the Buyer's failure to comply with the applicable Export Control procedures as detailed above.
20. GOVERNING LAW
These terms and conditions shall be interpreted in accordance with the laws of the United Arab Emirates and Comstor Middle East Ltd and the Buyer hereby consent to the jurisdiction of the Dubai Courts for any disputes or reference.
