TERMS & CONDITIONS OF SALE - GRUNDFOS GULF DISTRIBUTION
1.1 All references herein to ‘the Company’ shall be deemed to mean Grundfos Gulf Distribution FZE.
1.2 All references herein to ‘The Purchaser’ shall be deemed to mean anyone whether a person or body corporate who places a purchase order with the Company for a Product.
1.3 The titles to the Conditions herein are for information only and shall not afect the construction or interpretation of these Conditions or any part thereof.
1.4 Reference herein to ‘Products’ shall be deemed to include reference to a product or part or parts thereof. ‘Products’ shall mean all goods or, where the context so admits, all services which the Company supplies to the Purchaser.
1.5 All references to ‘Agreement’ shall be deemed to mean these Conditions of Sale together with any schedules and attachments hereto specifed by the Company to form part of the Agreement.
2.1 All Products are sold subject to the terms and conditions contained in the Agreement. The Purchaser acknowledges that it has not relied on any representation not repeated in this Agreement.
2.2 No addition or variation may be made to the Agreement without the express written agreement of an authorized ofcer of the Company.
2.3 In the event of any confict or inconsistency between these Conditions and the terms or conditions of any order or acceptance, these Conditions shall prevail.
2.4 The giving of any delivery instructions, the acceptance of, or payment for, any Products or any conduct in confrmation by the Purchaser of the transaction hereby contemplated shall constitute unqualifed acceptance by the Purchaser of these Conditions.
2.5 Any special terms granted in respect of any one order are not applicable to any subsequent order without the express consent in writing of an authorized ofcer of the Company.
2.6 Neither party shall be liable to the other party for any delay or failure to meet its obligations (other than a payment obligation) under the Agreement due to any cause beyond its reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond a party’s reasonable control:
2.6.1 Act of God, explosion, food, fre or accident;
2.6.2 war or threat of war, sabotage, civil disturbance or requisition,
2.6.3 Acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any government, parliamentary or local authority;
2.6.4 import or export regulations or embargoes;
2.6.5 strikes, lock outs or other industrial actions or trade disputes; 2.6.6 difculties in obtaining raw materials, labor, fuel, parts or machinery; and
2.6.7 power failure or breakdown in machinery.
3.1 All illustrations or descriptive material of any sort including drawings, specifcations of weight, capacity, dimensions, output and consumption are for information only and shall not form part of the Agreement. They are approximate only and no warranty or guarantee is given for their accuracy.
4. ORDERS AND SPECIFICATIONS
4.1 No purchase order submitted by the Purchaser will be deemed to be accepted by the Company unless and until confrmed in writing by the Company’s authorized representatives or processed properly by Extranet Ordering system (only in case there are additional valid agreements between certain Purchasers and the Company on using Extranet system).
4.2 The Purchaser will be responsible to the Company for ensuring the accuracy of the terms of any purchase order (including any applicable specifcations) submitted by the Purchaser and for giving the Company any necessary information relating to the Purchaser within a sufcient time to enable the Company to perform its obligations in accordance with the Agreement.
4.3 The Purchaser will be responsible to ensure that the Products, are suitable for their particular purpose, or that the Product will be able to meet its specifcations in the actual application, and the Company will have no liability to the Purchaser if the Products are not suitable for their particular purpose for any reason.
4.4 The Company reserves the right at any time to make such changes to the design, construction, or composition of the Products or the materials or equipment used in the Products, as it shall think ft without notifying the Purchaser.
5. CANCELLATION BY PURCHASER
5.1 No purchase order which has been accepted by the Company may be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that the Purchaser will indemnify the Company in full against all loss (including loss of proft) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
6.1 Samples of selected Products are available for inspection at the Company’s ofces. The samples are ex-stock at the time of viewing and are without guarantee as to color or dimensions at the time of delivery. The viewing of a sample does not create a sale by sample.
7. PRICE AND PAYMENT
7.1 All published prices are subject to change without prior notice.
7.2 The price of the Products will be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the purchase order. Unless otherwise stated all prices quoted are valid for 30 days only or until earlier acceptance by the Purchaser after which time they may be altered by the Company without giving prior notice to the Purchaser.
7.3 Unless a fxed price has been agreed in writing between the Company and the Purchaser, the Company reserves the right by giving notice to the Purchaser at any time before delivery to increase the price of the Products to refect any increase in the cost to the Company which is due to any factors beyond the control of the Company (such as, without limitation, any foreign exchange fuctuation, currency regulations, alteration of duties, signifcant increase in the cost of labor, materials or other costs of manufacture) any change in delivery dates, quantities or specifcations for the Products which is requested by the Purchaser or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions.
7.4 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Purchaser and the Company, all prices are given by the Company on an ex-works basis and where the Company agrees to deliver the Products otherwise than at the Company’s premises, whether by standard transport or ‘express service’, the Purchaser will be liable to pay the Company’s charges for transport, packagingand insurance.
7.5 The price is exclusive of any applicable value added tax or customs fee (despite individual agreed in a written form) which the Purchaser will be additionally liable to pay to the Company, at the rate prevailing at the date of invoicing.
7.6 Subject to any special terms agreed in writing between the Purchaser and the Company, the Company will be entitled to invoice the Purchaser for the price of the Products on or at any time after delivery of the Products unless the Products are to be collected by the Purchaser or the Purchaser wrongfully fails to take delivery of the Products in which event the Company will be entitled to invoice the Purchaser for the price at any time after the Company has notifed the Purchaser that the Products are ready for collection or (as the case may be) the Company has tendered delivery of the Products.
7.7 Unless otherwise agreed, the Purchaser will pay the price of the Products (less any discount to which the Purchaser is entitled but without any other deduction) to be received by the Company not later than the last working day of the calendar month next following the date of the Company‘s invoice and the Company shall be entitled to recover the price notwithstanding that delivery may not have taken place and no property in the Products has not passed to the Purchaser. The time of payment of the price shall be of the essence of the Agreement.
7.8 If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
7.8.1 cancel the Agreement or suspend any further deliveries to the Purchaser;
7.8.2 appropriate any payment made by the Purchaser to such of the Products (or the goods supplied under any other contract between the Purchaser and the Company) as the Company may think ft (notwithstanding any purported appropriation by the Purchaser); and
7.8.3 charge the Purchaser interest (both before and after any judgment) on the amount unpaid at the rate of four percent per annum above EIBOR base rate from time to time until payment in full is made.
7.9 The Company shall have a lien on all the Purchasers property in the Company’s possession for all sums due at any time from the Purchaser to the Company subject to the Company giving to the Purchaser one month’s notice in writing. The Company shall be entitled to use, sell and dispose of such property as agent for and at the expense of the Purchaser and apply the proceeds in and towards the payment of monies due and outstanding from the Purchaser to the Company. Thereafter the Company shall be discharged of any liability in respect of the Purchaser’s property.
8.1 Delivery of the Products will be made by the Purchaser collecting the Products at the Company’s premises at any time after the Company has notifed the Purchaser that the Products are ready for collection or, if some other place for delivery is agreed between the Company and Purchaser, the Company shall deliver the Products to that place.
8.2 Any dates quoted for delivery of the Products are approximate only and the Company will not be liable for any additional costs to the Purchaser arising out of any delay in delivery of the Products however caused. Time for delivery shall not be of the essence of the Agreement unless previously agreed by the Company in writing. The Products may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Purchaser.
8.3 If the Purchaser fails to take delivery of the Products or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Purchasers reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company. The Company may:
8.3.1 store the Products until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage. There will be a 2% storage charge of the item value, payable per month, commencing one month after the goods have become available for delivery from Grundfos.
8.3.2 sell the Products at the best price readily obtainable and (alter deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Agreement or charge the Purchaser for any shortfall below the price under the Agreement.
8.4 If the Products have not been received by the Purchaser within 45 days of notifcation of dispatch made by the Company, or if they have been received but are in a damaged condition or if the quantity received difers from the quantity advised by the Company as dispatched, the Purchaser shall immediately give notice in writing to the Company of the relevant facts. If such notice is not received by the Company within 10 days counted from the 45th day after notifcation of dispatch (only in case of missing delivery in full) or from the day of receiving the goods (in case of any claim related to conditions or quantities), the Company will not be liable to the Purchaser in respect of any loss or damage sufered and the Purchaser shall accept liability as if all the Products had been received and shall not claim against the Company in respect of non or short delivery or damage in transit.8.5 Where Products are ofered for delivery to site the obligation of the Company is to deliver only as near to the site as a safe hard road permits. The Purchaser is to provide to the Company, free of charge, reasonable assistance in unloading.
9. TRANSFER OF PROPERTY
9.1 All Products shall remain the property of the Company as legal and equitable owner and no property or title to the Products shall pass to the Purchaser until the full price has been paid to the Company together with the full price of any goods the subject of any other contract with the Company. Until payment in full, the Purchaser shall hold the Products as the Company’s fduciary agent and Bailee and shall store the Products in such a way as to enable them to be identifed as the property of the Company and shall not encumber the Products in any way. Failure to pay the price for the Products and that of such other goods referredto above when due shall, without prejudice to any other remedies the Company may have, entitle the Company to repossess the Products or so much thereof as the Company may determine from any promises where they may be. For the purpose of repossessing the Products or any part thereof the Purchaser hereby grants an irrevocable License to the Company, its employees or agents to enter upon such premises and the Purchaser shall pay to the Company the cost of removal and transfer of the Products or any part thereof.
9.2 The Purchaser may incorporate the Products in or with any other goods provided that any new goods manufactured or containing the Products shall become the sole and exclusive property of the Company and shall be separately stored and marked so as to be identifable as being manufactured or as containing the Products which are the property of the Company.
9.3 The Purchaser may in the ordinary course of its business sell and deliver the Products or any goods produced with the Products in which the property remains with the Company to any third party as the Company’s agent (but as principal vis-a-vis any third party), in a fduciary capacity and for the account of the Company provided that the entire proceeds of sale are held in trust for the Company, are not mingled with any other monies and are at all times identifable as the Company’s monies the Purchaser shall upon request assign to the Company the legal title of any right against any third party arising out of such sale the benefcial interest of which is the Company’s. The Purchaser shall be entitled to receive from the Company by way of commission the excess of the proceeds of sale over the amounts due to the Company from the Purchaser.
9.4 If following the sale to a sub-purchaser of any Product or any goods produced with any Product in which properly remains with the Company in accordance with Clause 9.3 hereof the Purchaser shall have a receiver or administrative receiver appointed and at the date thereof the Purchaser shall not have received the proceeds of sale of such Product or goods, the Purchaser or the receiver or administrative receiver as agent for the Purchaser, shall assign to the Company within 7 days all rights against the person or persons to whom the Product or goods have been sold.
9.5 The Purchaser shall not take any steps to apply for the appointment of an administrator without giving fourteen days written notice to the Company. From the date of the said notice, the Purchaser shall not be entitled to remain in possession of any of the Products.9.6 Notwithstanding anything else contained in these Conditions risk in the Products shall pass to the Purchaser on delivery of the Products to the Purchaser’s (or Purchasers agent’s) vehicles or premises or otherwise in accordance with his purchase order.
10. WARRANTIES AND LIABILITY
10.1 Subject to clause
10.2 the Company warrants that the Products will be free from detects in materials and workmanship throughout the Warranty Period.
10.2 The above warranty is given by the Company subject to the following conditions:
10.2.1 the Company will be under no liability in respect of any defect in the Products arising from any drawing, design or specifcation supplied by the Purchaser,
10.2.2 the Company will be under no liability in respect of any defect in the Products arising from: (a) normal wear and tear; (b) accidental or willful damage or misuse; (c) incorrect installation; (d) failure to follow the Company’s instructions (whether oral or in writing); (e) the use with the Products of water containing sand, salt or harmful chemicals; (f) inadequate motor projection; (g) the use of faulty ancillary equipment in conjunction with the Product; (h) lightening or other circumstances beyond the Company’s control; and
10.2.3 for BME/BMS/BMP/E/T/X pumps and Fire Fighting sets, the warranty is only valid if the units are commissioned by the Company or by the Company authorized service partners, with the commissioning reports approved by the Company. Commissioning fees apply.
10.2.4 under no circumstances should the Product be dismantled prior to return to the Company and any failure by the Purchaser to comply with this provision will render the warranty in clause10.1 void.
10.2.5 all Grundfos products are subject to a 24 months warranty period from the date of start-up or 30 months from the date of invoice – whatever comes earlier.
10.3 The Purchaser will notify the Company as soon as reasonably practicable and in any event within 14 days after becoming aware of any defect in the Products and will provide authority for the Company’s employees or agents to inspect the Products.
10.4 Where any valid claim is made by the Purchaser that the Products are defective then the Company will at its discretion and at its cost either repair or replace the Products (or the part in question), free of charge on an exchange basis. The Purchaser will if required by the Company but at the cost of the Purchaser remove the Product and return it to the Company for repair or replacement. The Purchaser will be responsible for the costs of returning the repaired or replacement Product to the Purchaser and the costs of reftting the Product. The Product may not be disassembled prior to remedy, and any failure to comply herewith will render the warranty null and void. Company reserves the right not to remedy Products polluted by poisonous media or other liquids injurious to the environment or people.
10.5 Subject to clause 10.10 the Company will have no other or further liability to the Purchaser and whether for breach of the Agreement, negligence or otherwise in respect of any direct loss or damage sufered by the Purchaser arising from or in connection with any defect in the Product.
10.6 Subject to clause 10.10 the Company will have no other or further liability to the Purchaser and whether for breach of the Agreement, negligence or otherwise in respect of any consequential loss or damage sufered by the Purchaser arising from or in connection with any defect in the Product.
10.7 The Company’s liability for any direct loss or damage sustained by the Purchaser as a result of any error in any weight, dimension, capacity performance or other description or information which has formed a representation or is part of the Agreement will not exceed the price of the Products in respect of which the description or information is incorrect.
10.8 Subject to clause 10.10 the Company will not be liable to the Purchaser in respect of any direct loss or damage sufered by the Purchaser arising from the negligence of the Company or the negligence or willful default of the Company’s employees or agents in connection with the supply of the Products or the design or manufacture hereof.
10.9 Subject to clause 10.10 the Company will not be liable to the Purchaser in respect of any consequential loss or damage sufered by the Purchaser arisingfrom the negligence of the Company or the negligence or willful default of the Company’s employees or agents in connection with the supply of the Products or the design or manufacture hereof.
10.10 Except in respect of liability for death or personal injury resulting from negligence, the Company will not be liable to the Purchaser under any circumstances (and whether arising from breach of the Agreement or the negligence of the Company or its employees or agents or otherwise) for any indirect special or consequential loss or damage including without limitation loss of Production, loss of profts, loss of contracts or goodwill sufered by the Purchaser which arise out of or in connection with the supply of the Products or their use or resale by the Purchaser even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Purchaser incurring the same.
10.11 Regardless of cause, Company’s total liability towards Purchaser in respect of any and all losses arising under or in connection with the Agreement and the cooperation hereunder, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall under no circumstances exceed an amount equal to the amount paid by Purchaser (excl. VAT) for the specifc Products on which the claim is based. This limitation shall not apply in case of willful misconduct, gross negligence or for any product liability for death or personal injury.
11. EXPORT CONTROL AND SANCTIONS
11.1 Quotations, orders and / or delivery of Products, other goods or other deliveries etc. to / from Company (hereinafter referred to as “Orders”) subject by these terms and conditions may be subject to export control and trade sanction regulations, including but not limited to those of the European Union (“EU”), United Nations (“UN”) and the United States of America (“US”) (hereinafter referred to as Export Control and Trade Sanction Regulations”).
11.2 The Purchaser undertakes to comply with all applicable Export Control and Trade Sanction Regulations, and any Order is conditional upon the compliance of such regulation, including that the Purchaser has implemented relevant compliance procedures and controls.
11.3 If, due to Export Control and Trade Sanction Regulations, Company assesses that the Company is hindered, prohibited or signifcantly adversely efected by executing a delivery of an Order or performing any other obligation, Company shall be entitled to cancel or to postpone any afected Order. In such event, Company shall not be liable to the Purchaser for any claim or loss of any kind. Neither shall Company be liable for any claim or loss if any Export Control and Trade Sanction Regulation restricts or delays any Order. Direct costs incurred by Company for such postponed or cancelled Order shall be reimbursed by the Purchaser.
11.4 If required to enable authorities or to allow Company to conduct export control and/or sanction checks, or in support of Company’s applications to the appropriate authorities in connection with any export and/or sale, the Purchaser shall, upon reasonable request by Company, promptly provide Company with all information pertaining to the particular end-user, customer, the parties / entities involved in the order, the particular destination and the particular intended use of the Order.
12. RETURN OF PRODUCTS
12.1 Products may not be returned to the Company except by prior written permission of an authorized ofcer of the Company. All such cases will be followed case by case and fnancial impact of return - such as handling and restocking charges, transport and all other costs incurred by the Company - will be applied. All items requested to be returned to Grundfos will be subject to a minimum 35% restocking fee.
13. INSOLVENCY OF THE PURCHASER
13.1 This clause applies if:
13.1.1 the Purchaser is in breach of any of its obligations under the Agreement and fails to remedy the breach within 7 days of receipt of notice from the Company specifying the breach and requiring its remedy; or
13.1.2 the Purchaser makes any voluntary arrangement with its creditors or (being an individual or frm) petitions for bankruptcy or becomes bankrupt or (being a company) passes a resolution or proposal to go into administration or liquidation or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
13.1.3 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser; or
13.1.4 the Purchaser ceases or threatens to cease to carry on business; or
13.1.5 the Company reasonably apprehends any of the events mentioned above is about to occur in relation to the Purchaser and notifes the Purchaser accordingly.
13.2 If this clause applies than, without prejudice to any other right or remedy available to the Company, the Company will be entitled to cancel theAgreement or suspend any further deliveries under the Agreement without any liability to the Purchaser and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.1 The Agreement is subject solely to UAE law and any dispute arising here from shall be settled in accordance therewith.
According to the UAE Federal decree law No. 8 dealing with VAT (Value Added Tax), VAT will be applicable on taxable supplies at the rate of 5% with efect from 01 January 2018 If the product supplied or services rendered falls under the defnition of taxable supply or deemed taxable supply of the applicable UAE VAT law, then Grundfos will levy the tax of 5% on all such taxable / deemed taxable supply over and above the sales price.