General Terms and Conditions of Sale (GTCS) - Domestic

A. STANDARD TERMS AND CONDITIONS OF SALE AND SERVICE

1. Agreement

1.1 This Agreement sets out the entire terms and conditions governing the sale of Products by Seller to Buyer. Any amendment to the Agreement shall be valid only when it is in writing and signed by the Seller and notice of any such amendment is given to the Buyer thirty (30) days at least prior to coming into effect.

1.2 This Agreement cannot be terminated without the prior written consent of the Seller. In the event of breach of this clause by Buyer, the latter shall be liable to pay damages equivalent to a minimum of 25% of the related invoice value to the Seller, which shall be without prejudice to the Seller’s right compensation for any expenses or losses incurred in excess of the same.

B. TERMS APPLICABLE TO SALE OF PRODUCTS

2. Delivery and transport

2.1 Seller shall make every reasonable effort to meet quoted/ acknowledged delivery dates but shall not be liable in any manner for failure to meet such dates.

2.2 The agreed delivery dates and time shall always be approximate and subject to unforeseen circumstances, such as, but not limited to, events of force majeure. Time shall not be of the essence for the purpose of delivery.

2.3 In the event the Seller is unable to deliver the Products within the agreed or stipulated period, the Seller shall be entitled to make partial deliveries and the delivery period shall be extended accordingly.

2.4 Failure to meet the delivery date shall not entitle the Buyer to terminate the Agreement and/or to demand compensation unless the Buyer can prove wilful misconduct or gross negligence on the part of the Seller.

2.5 If the Seller cannot reasonably be expected to meet its delivery commitment as a result of force majeure as notified by Seller to Buyer, the Seller shall have the right to suspend the delivery for as long as the event of force majeure persists. If such circumstance persists for more than two months then either Party may terminate this Agreement, by serving a written notice to the other. Force Majeure shall include, but not be limited to, the following:

(a) Operational failure or business interruption, irrespective of nature or cause;

(b) Delayed or late delivery by the carrier or manufacturer;

(c) Any transportation problem which may hamper or impede the transportation of Products from the manufacturer to the Seller;

(d) Import and export restrictions of any nature;

(e) civil commotions, Acts of God, embargoes, war (whether or not declared), acts of terrorism, natural disasters, endemics or pandemics.

2.6 Unless agreed otherwise in writing, all deliveries shall be Ex Works (Incoterms 2010) JAFZA.

2.7 Title and risk to the Products shall pass upon their delivery by Seller to Buyer. Seller does not accept liability for any loss or damage whatsoever caused to the Products subsequent to delivery.

2.8 If the Buyer fails to take delivery on the designated date for delivery or within five business days thereafter, the Seller shall be entitled to either:

(a) Store the Products at the Buyer’s expense and risk against a storage fee of 1.5% per month of the invoice value of such Products and be entitled to invoice the Buyer for the Products and the storage fee; or

(b) Terminate the Agreement without any judicial intervention by giving notice in writing to the Buyer, and without prejudice to Seller’s right to compensation for any expense or loss incurred.

2.9 In no event shall Seller have any liability in connection with transportation or shipment, of the Products.

2.10 Products when delivered, are strictly not returnable. In exceptional cases, as determined by Seller its sole discretion, the Seller may agree to accept the return of any Product and a cancellation of the corresponding order or part of it. In such cases, the Seller reserves the right to claim from the Buyer the costs incurred by the Seller to bring the Products to a saleable condition (not opened and not used condition). The Buyer hereby agrees and acknowledges that in the event of (i) return of an opened and used Product by the Buyer, the Buyer will be charged with a fee equivalent to 30% (thirty percent) of the invoice generated for the said Product; and (ii) cancellation of Product by the Buyer post placing an order with the Seller, the Buyer shall be liable to pay cancellation fee equivalent to 15% of the related invoice.

3. Representations, warranty claims, and liability

3.1 Specifications of the Product are subject to change by the manufacturer. Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specifications as the same are communicated to the Buyer. As these may be improved, or modified, Seller reserves the right upon implementation of a change of the specifications by the manufacturer, to increase its quoted or listed price, and under no circumstances will it consider cancellation of such orders, or the return of the Products related to such orders.

3.2 In the event the manufacturer notifies the Seller that the Product, which is the subject of an Agreement, has been discontinued, Seller shall not be held responsible for any loss or damage caused to the Buyer on grounds of discontinuation or unavailability of the Product ordered.

3.3 Seller will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the Products from the manufacturer’s specifications or technical data or any change thereof which has been duly communicated in writing to the Buyer.

3.4 Immediately after delivery and in no case later than twenty-four (24) hours thereafter, the Buyer shall inspect the Products for any defects. Any such defects must be notified to the Seller, in writing, within ten days from the date of delivery. On expiry of such period, the Buyer shall be deemed to have, irrevocably and unconditionally, accepted the Products which shall, for the purposes of this Clause, be deemed to be free from any defects. In any event, such notice shall be given before the Products are resold. No claim for defects will be entertained if the Products are resold. Subsequent to giving such notice, the Buyer shall provide the Seller reasonable opportunity to test the Products. Notice to the Seller shall not suspend the Buyer’s payment obligation in respect of the Products in dispute.

3.5 If any part of the Product should prove defective in materials or workmanship under normal operation, such part or the Product will be repaired or replaced strictly in accordance with the warranty cover and its terms as provided by the manufacturer of such part or Products provided that no attempt has been made to repair the same or no modification of the Product has taken place. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the same relates to a defect not covered by the related warranties provided that the Seller shall have given notice of such defect to Buyer and obtained his consent in writing to the Service being undertaken and the charges to be incurred as a result thereof.

3.6 Seller disclaims and excludes all other warranties, whether express or implied (whether by statute, law or otherwise), including but not limited to the warranties of description, design, merchantability and fitness for a particular purpose, or arising from any previous course of dealing, custom or trade practice.

3.7 Without prejudice to the foregoing, no standard or specification as to the suitability of the Product for any purpose shall give rise to any legal liability of the Seller. The Buyer shall satisfy itself that the Product is suitable for the purpose of its intended use before the Products are installed and used.

3.8 In case of any loss incurred by the Buyer arising out of, or related to, the use of the Products then neither the Seller nor its employees shall be held liable.

3.9 Except for standard warranties and any individual written warranties supplied with the Products, the Seller does not accept and will not be liable for any warranties whether oral, express or implied.

3.10 Any warranty given by the Seller shall be deemed to be invalid if:

(a) And as long as the Buyer is in default vis-à-vis the Seller;

(b) The Products have been exposed to abnormal conditions or have been handled incompetently or carelessly; or

3.11 In all the cases, the Seller’s liability with respect to the Products shall be limited to the extent of the liability of the manufacturer of such Products as the same is set out in the manufacturer’s standard warranty. Seller’s liability with respect to the Products shall not be independent of the liability of manufacturer irrespective of whether such manufacturer continues to do business or is liquidated or under liquidation.

3.12 In any event the total liability of Seller, on any claim, whether in contract, tort (including negligence) or otherwise, arising out of, connected with, or resulting from the performance or non-performance of any Agreement or from the sale, delivery, resale, repair, or replacement of Products shall not, save in the event of death or personal injury, exceed the proportionate price of the Products, which gives rise to the claim, according to its related invoice.

4. Price and payment

4.1 Prices as quoted in the catalogues, price lists and other advertising literature or material used by the Seller are intended only as an indication as to price and the range of Products and are subject to change subject to thirty (30) days prior notice in writing to the Buyer,

4.2 Invoices will be issued by Seller on the date of delivery of the Products. In the event of any discrepancy, between the price quoted in any order or other document and the price appearing in an invoice, Buyer shall bring it to the notice of Seller within seven (7) working days from the date of receipt of the invoice.

4.3 Invoices shall ordinarily be denominated in U.A.E. Dirhams (AED). Where an invoice is denominated in any currency other than AED, the Buyer shall settle the invoice in such currency.

4.4 All the prices quoted by the Seller, are exclusive of all applicable sales or Value Added Tax (VAT), government charges or duties, unless specifically agreed to otherwise in writing. The Seller shall add Value Added Tax (VAT) if appropriate and shall issue a valid tax invoice against payments, if required by the applicable law. The Buyer shall indemnify the Seller against any loss or penalties under the applicable tax laws.

4.5 The Seller at its sole discretion shall decide the manner, sequence and mode of payment and shall notify the same to the Buyer reasonably in advance.

4.6 Unless agreed otherwise in writing, all invoices shall be settled in full, without any deductions or withholding, and in accordance with the payment terms agreed in the order acknowledgement accepted by the Buyer.

4.7 All charges related to transfer of funds, including but not limited to wire transfer, letter of credit, and confirmation charges, shall be borne by the Buyer, unless otherwise agreed in writing.

4.8 In case the Buyer fails to make full payment of an invoice in accordance with the Seller’s payment terms, then the Buyer shall be liable, without any reminder or service of notice of default, to pay interest at the rate of 1.5% per month on the outstanding amount from the date on which payment became due up to when payment is made, in addition to any costs incurred by the Seller in connection with its recovery.

5. Termination

5.1 If the Buyer fails to meet any of its obligations hereunder, then the Seller shall have the right either to suspend the delivery of Products or to terminate this Agreement by serving a notice in writing to the Buyer and demand the payment of all outstanding sums forthwith. In such circumstance, the Buyer shall not be entitled to any kind of compensation for any kind of loss sustained by it.

5.2 The Seller shall be entitled, without prejudice to its other rights and remedies, either to terminate, wholly or in part, this or any other agreement entered into between itself and the Buyer or to suspend any further deliveries of Products under this or any other agreement in any of the following events:

(a) If any invoice is due and payable by the Buyer to the Seller but is unpaid.

(b) If the Buyer has failed to provide any letter of credit, bill of exchange or any other security as required by this Agreement provided that in such an event the Seller’s right of termination or suspension under this condition shall apply only in regard to the particular agreement in respect of which the Buyer shall have so failed.

(d) If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors, or being a body corporate, has passed a resolution for voluntary winding up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or it suspends payment of its debts, in whole or in part, or if any application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Buyer, whether or not a body corporate shall carry out or be subject to any analogous act or proceedings under any law.

5.3 Termination of the Agreement for any reason whatsoever shall be without prejudice to any other rights or remedies the Seller may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

C. TERMS APPLICABLE TO SERVICE PROVIDERS

6. Price and payment

6.1 All Agreements of Service for new machines sold by the Seller to the Buyer, shall be executed and charged at the applicable hourly rates for the entire duration of machine commissioning & product training required to provide the Service to the Buyer.

6.2 Traveling, accommodation, boarding, and any other related expenses incurred by Service personnel and related to the Service shall be chargeable including applicable overheads, on a cost basis as may be agreed between the Parties. Extra charges would be applicable for Service provided beyond the normal business hours at an hourly rate of AED125.

6.3 Components, parts, equipment, and materials used during or for the Service shall be charged separately.

6.4 Unless agreed otherwise in writing by the Seller, terms of payment shall be Cash/CDC, without any deductions or withholding, after completion of the job. Final invoice will be issued by Seller after completion of the Service. In the event of any discrepancy between the initial quote and the final invoice, Buyer shall bring it to the notice of Seller within seven (7) working days from the date of receipt of the invoice. In case payment in full of the invoice is not made on the scheduled date, Buyer shall be liable, without any reminder or service of notice, to pay interest at the rate of 1.5% per month on the outstanding amount from the due date of the invoice until payment in full.

6.5 Charges for the Service shall be due and payable on attendance of job irrespective of whether the complaint/problem has been resolved, provided the inability to resolve the issue isdue to circumstances beyond the reasonable control of the Seller.

7. Terms of service, warranty, termination

7.1 Buyer shall inspect the Product/equipment in respect of which the Service has been provided promptly upon completion of the Service and shall notify any defects in writing promptly but in no event later than seven days from completion of the Service.

7.2 Warranty for any defect arising out of the Service that has been paid for shall be restricted to rectifying the defect at no additional cost to the Buyer. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the defect is not covered by the relevant warranty.

7.3 Warranty does not apply to normal wear and tear nor to issues related to software and is subject to proper and diligent handling and usage of the Product/equipment by the Buyer. The Seller further clarifies that all spare parts sold by the Seller shall have a 1 (one) month warranty from the date of repair and releasing of the repaired machine.

7.4 In case of termination of the Service Agreement by the Buyer before its completion, for reasons other than the failure of the Seller to provide the Service as agreed, the Seller shall be entitled to claim the full charges related to the Service.

7.5 The Seller will provide service and spare parts for discontinued machine and tools only for a period of one (1) year after such discontinuance was announced or communicated in writing to the Buyer.

D. TERMS APPLICABLE TO SERVICES

8. Warranty policy

8.1 Standard repaired and reconditioned Products are warranted to be free from defect in workmanship and materials used for repair under normal conditions for a period of twelve (12) months one (1) month from the date of invoice, unless otherwise expressly stated in writing by the Seller.

8.2 The warranty is void if the reported failure or defect of the Product has resulted from or was caused by accident, misuse, cannibalisation of parts, catastrophic failure conditions, severe environmental exposure, misapplication, negligence, contamination, unauthorized maintenance and calibration , storage, or handling by the Buyer, or due to unauthorised maintenance or repair or removal or alteration or tampering of the warranty label in any manner.

9. Limited warranty

9.1 If any part of the Product should prove defective in materials or workmanship under normal operation, such part or the Product will be repaired or replaced strictly in accordance with the warranty cover and its terms as provided by the manufacturer of such part or Products provided that no attempt has been made to repair the same or no modification of the Product has taken place. Seller reserves the right to charge the Buyer for any Service provided under this Clause if the same relates to a defect not covered by the related warranties.

10. Order Acceptance

10.1 Order Acceptance: Our acceptance of your order will take place when we notify you of our acceptance in writing/order confirmation. If we are unable to accept your order, we will inform you of this in writing.

10.2 Cancelling Order: You may cancel your order immediately prior to shipping for any reason. However, those Products and/or spare parts which where exclusively brought for the Buyer must be replaced. The non-fast moving items or spare parts will be subject to charges and will be billed to the buyer at 25% of the order value.

10.3 Our Cancellation: We may cancel your order(s) if:

(e) you do not make any payment to us when it is due;

(f) you do not, within a reasonable time (i.e., no later than 72 hours) of us asking for it, provide us with information that is necessary for us to provide the Products; or

(g) you do not, within a reasonable time (i.e., no later than 72 hours), allow us to deliver the Products to you or collect them from us; or.

11. Delivery of your order

11.1 Terms of Delivery:

ROTHENBERGER Middle East FZCO - Ex Works Jebel Ali, Collection Time: 9 AM until 3:30 PM

ROTHENBERGER Middle East Equipment Trading LLC – Ex work Al Quoz Collection Time: 9 AM until 3:30 PM subject for freight & customs duty charges.

11.2 Delivery Delays:

(a) if our supply of any Product and/or spare parts is delayed by any event beyond our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.

(b) if no one is available at your address to take delivery of the Products and/or spare parts, and if the Products and/or spare part cannot be left at the delivery address provided, we will notify you of how to rearrange delivery or collect the Product and/or spare part from our warehouse/storage facility.

(c) if you do not collect the Product and/or spare parts from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we will cancel your order.

11.3 ID Requirement Upon Delivery: We may, at our sole discretion, make any inquiry we deem necessary to verify your identity by requesting that you provide us with further information or documentation, including, but not limited to requesting a form of identification and/or credit card. If we are unable to verify or authenticate any information you provide, we have the right to refuse delivery and cancel the order.

11.4 Delivery from Overseas: Note that you might be considered the importer of record in the event that your order requires delivery from overseas. In such instance, you are required to ensure that your ordered products can be lawfully imported, comply with all laws and regulations and to pay all fees and customs duties relevant to your purchase.

11.5 Title to Products: A Product will be considered owned by you and shall be under your responsibility and at your own risk from the time we deliver the Product to the delivery address, and you have paid for the Product.

11.6 Invoice: We will issue an electronic invoice for your purchase and send such invoice to the email address you provided to us.

12. Returns

12.1 The buyer must request in writing the return of a Product and the Seller shall have sole discretion to accept after technical evaluation of the Products. In case the Seller accepts a return of Products, the Buyer will be charged 25% of the invoice price plus the cost of refurbishment , taxes & duties, freight & etc. unless the Products are returned due to a manufacturing defect subject to clause 13.2.

12.2 Non-returnable Products: You do not have the right to return, replace or exchange Products in respect of:

(a) Products that are classified as hazardous materials or use flammable liquids or gases.

(b) Products that have been used or damaged by you or are not in the same condition as you received them.

(d) Products with tampered or missing serial numbers.

(e) custom-configured Products and systems; or

(f) Products that fall under specific categories, including Nautical Charts in paper and digital format, digital publications, digital tokens including digital keys and unlocking keys, access to specific products on the web.

13. Warranties, Representations & Undertakings

13.1 You warrant, represent and undertake that:

(a) you shall fully comply and shall at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and content regulation;

(b) you have full power and authority to enter into these Terms of Sale, and make payment in accordance with these Terms of Sale; and

(c) if you purchase a Product on behalf of a business entity, you represent that you are authorised to act on behalf of such business and bind the business to these Terms of Sale.

13.2 Subject to clause 18.1, our services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions, and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that our services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

13.3 The warranty in clause 16 will be your sole and exclusive remedy under these Terms of Sale.

14. Liability

14.1 Nothing in these Terms of Sale shall limit or exclude a party’s liability:

(a) for fraud, including fraudulent misrepresentation, perpetrated by that party;

(b) for death or personal injury caused by the negligence of that party; or

14.2 In no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Terms of Sale for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

14.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

(a) supplying the products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it or making payment as required;

(b) damages that may result from the unauthorized repair of the product;

(d) reliance by you on the content or other information provided on the Site with respect to the product you order;

(e) your use of or your inability to use the ordered product;

(f) delays or disruptions to our Site or our services;

(g) viruses or other malicious software obtained from the use of the ordered product;

(h) damage to your hardware device from the use of your ordered product; or

(i) your loss of or inability to do business or similar as a result of our inability to deliver the product to you.

14.4 Subject to clause 15.1, if clauses 14.3, 15.2 or 15.3 are held to be unenforceable or inapplicable for any reason, then the total liability (including legal fees) applicable to us, our subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms of Sale shall be limited to the lesser of, a) the price the product sold for on our Site and its original and return shipping costs.

14.5 You agree to indemnify and hold us, our subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to:

(a) any claims or demands made by any third party due to or arising out of your use of the Site and our services;

(b) your violation of any of provisions of these Terms of Sale, including, without limitation, any of the warranties, representations, and undertakings; or

E. OTHER TERMS APPLICABLE TO PRODUCT & SERVICE ORDERS (AS PER A, B, C AND D ABOVE)

15. Other Terms

15.1 The validity, performance and all the matters relating to the interpretation and effect of these Terms & Conditions and all disputes and/or differences related thereto or arising there from shall be governed by the laws of the UAE and shall be subject to the exclusive jurisdiction of the Dubai Courts. In case the cause of action is the default in the payment, the Buyer shall bear all related costs of the Seller including attorney’s fees and other disbursements not reimbursed by the Court.

15.2 The Buyer shall not use or export or re-export any Products purchased/received from the Seller in violation of any applicable laws or regulations of U.A.E. The Buyer shall at all times comply with any applicable U.A.E. laws and regulations relating to the use and export of the Products.

15.3 The Agreement constitutes the entire, complete, and exclusive understanding between the Parties with respect to the subject matter thereof and contains all the terms and conditions of sale of the Product and the Service and shall supersede any previous understandings, arrangements or agreements between the Parties, whether written or verbal regarding the subject matter hereof. No course of dealing or usage of the trade shall be applicable unless expressly incorporated in an Agreement.

15.4 The Buyer warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees shall):

(a) observe and comply with all Sanctions and Export Controls;

(b) not sell, transfer, export, re-export, or forward the Goods to any individual, entity or jurisdiction subject to Sanctions and Export Controls;

(c) The Buyer shall not cause the items purchased under the quote or invoice being sold to or used by any person or entity in countries which are under International Trade Restrictions, Sanctions or Embargo such as Iran, Sudan, Syria, etc. The Buyer shall keep the Seller and its suppliers completely indemnified against any liability or legal procedures for non-compliance or breach in this respect.

(d) determine export and import licensing or permitting requirements for the Products, obtain any required licenses and permits, and ensure that any such licenses, permits and authorisations are provided to the Seller within five (5) working days, on request;

(e) in case the Seller requests for documents and/or details pertaining to the end use of the Products, the same shall be provided to the Seller within five (5) working days from the date of the request;

(f) keep records relating to the Products, including but not limited to, any documents relating to the sale, transfer, export, re-export, or forwarding of the Products, for a minimum of five (5) years after entering into the Contract with the Buyer.

15.5 The Seller assumes no liability to the Buyer or any other person for the Buyer’s acts of non-compliance with Sanctions and Export Controls.

15.6 The Terms & Conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller.

15.7 These Terms & Conditions and the Supplier’s Order Acknowledgement signed and stamped by the buyer shall apply and supersedes to all the Agreements or Contracts entered into by the Buyer and the Seller and/or any POs issued by the Buyer.

15.8 If any term or provision of these Terms & Conditions is held to be invalid, illegal or unenforceable by any Court of competent jurisdiction, such term/provision shall be severed and the remainder of the terms/provisions shall continue to be applicable in full force and effect as if these Terms and Conditions had been agreed without the invalid, illegal, or unenforceable term/provision.

15.9 Unless stated otherwise, all trade and commercial terms as used in the Agreement shall be interpreted in accordance with the applicable U.A.E. Laws.