Conditions of Sale

1.         DEFINITIONS:              In these Conditions (defined hereinafter), unless the context otherwise requires:

"Approval of Order"

in respect of any Buyer's order, means the instrument issued by Company, bearing the same reference number of such order and specifying, among any other terms, the items of Goods, including their respective price and quantity, which shall be supplied to Buyer upon such order;

"Buyer"            

means the entity purchasing the Goods, including its affiliates and permitted assigns thereof;

"Company"              

means any Sanipex Group Company including without limitation Sanipex S.A., Sanipex FZE, Sanipex Qatar LLC, Aquazone UK Limited, Sanipex LLC, Bagno Design LLC, Aquazone LLC, Sanipex Abu Dhabi LLC, Sanipex Limited, Bagno Design UK, Sanipex Oman LLC, Central Asia (Holdings) Limited and any of such Company's subsidiaries from time to time which may supply Goods to the Buyer.

References to Sanipex Group Companies shall include all companies in the Sanipex Group as defined by the Companies Act 2006.

“Conditions”

Means these general terms and condition of sale

"Contract"

means the contract for the supply of Goods ordered by Buyer and specified in Company's Approval of Order, which contract is concluded based on these Conditions unless otherwise specified in the Approval of Order.

"Goods"              

means the goods, products and materials manufactured, imported, supplied and/or delivered for or by Company to Buyer

2.         SCOPE

2.1          These Conditions shall:

2.1.1      govern sale of Goods by the Company to the Buyer and

2.1.2      be to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Company specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing.

2.2          Company’s quotations, estimate or tender shall be non-binding and shall not be construed as acceptance by the Buyer.  By placing its order for the Goods, the Buyer declares its unconditional acceptance of the Conditions.

2.3          A binding contract for sale shall be created only upon Approval of Order by the Company. The Company reserves its rights to accept or reject in writing whole or part of any order placed by the Purchaser.

2.4          The Company may cancel any order at any time prior to delivery of Goods, by giving 14 days’ written notice to the Buyer. The Company shall repay to the Buyer any sums paid by it to the Company towards price of such Goods. The Company shall not be liable to the Buyer in any manner whatsoever for loss or damage of any nature suffered by the Buyer due to such cancellation.

3.         PRICES

3.1       Prices specified in the Approval of Order shall be Ex-works (Incoterms 2010 as amended).

3.2       Prices shall be based, inter alia, on production costs for supplies, labor, deliveries, duties and services current on the order date. In the event of material increase in any such costs, Company reserves the right to either adjust the prices for Goods accordingly, or to cancel whole or part of any order relating to undelivered Goods.

3.3       Duties, taxes, fees, levies and other compulsory payments applicable to the sale of Goods any time, as well as freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly agreed by the Company.

4.        PAYMENT

4.1       Payment for Goods shall be due and payable within one calendar month from the end of the month in which the Goods are delivered. The Buyer will not be considered to have paid any amount tendered by cheque unless and until it has been credited to the Company’s bank Account.

4.2       If the Buyer fails to make payment in full in accordance with clause 4.1 of the Conditions then (without prejudice to any other rights that the Company may have and in addition to the loss of any discount):

4.2.1    the Buyer shall be liable to pay to the Company interest on the unpaid amount. This interest shall be calculated at 3 per cent per annum above the annual Base Rate from time to time of HSBC Bank calculated from the date of due payment until the date of actual payment.

4.2.2    the Company may suspend, without incurring any liability, all or any other deliveries to be made pursuant to that or any other contract with the Buyer. Nothing contained herein shall relive the Buyer from its obligations to the Company under that or any such contract; or

4.2.3    instead of such suspension, the Company may at its option terminate the relevant contract or any other contract with the Buyer in accordance with Condition 11 below and claim damages from the Buyer.

4.3.4    The Buyer shall not, without prior written consent of the Company, be entitled to deduct or set off from any payment due pursuant to these Conditions, any claim for loss or expense alleged to have been incurred by the Buyer by reason of any breach or failure to observe the provisions of this or any other contract by the Company and the Buyer expressly waives any common law right of setoff to which it may be entitled.

5.         DELIVERIES

5.1       Delivery dates noted on the Approval of Order may be subject to change by the Company.

5.2       The Company shall have no liability to Purchaser for delayed delivery except in cases where Parties have expressly agreed in writing that time is of essence for a specific purchase order.

5.3       On notification to the Buyer that the Goods are ready for dispatch (and where appropriate within the framework of a delivery or collection program) the Buyer shall accept immediate delivery or in the case of collection from the Company’s premises the Buyer shall arrange for collection of the Goods failing which the Company may:

i.     either effect delivery by whatever means it thinks most appropriate or arrange for storage at the Buyer’s risk and expense pending delivery; and

ii.     after 14 days’ notice to the Buyer requiring it to take delivery, at any time resell or otherwise dispose of all the Goods or part thereof without prejudice to any other rights the Company may have against the Buyer for breach of contract or otherwise.

5.4       In cases where the Company concludes the contract of carriage and or arranges for the insurance of the Goods in transit, the Company shall be deemed to be acting solely as agent of the Buyer and subsections (2) and (3) of section 32 of the Sale of Goods Act 1979 shall not be applicable. The acceptance of shipment by a common carrier shall constitute proper delivery.

5.5       Risk associated with the Goods shall pass to Buyer on delivery or with the passing of title in the Goods, whichever occurs first.

5.6       Where the price quoted and accepted is for collection of the Goods from the Company’s premises it shall be the Buyer’s responsibility to arrange collection of the Goods in suitable and safe vehicles during normal working hours on normal working days and only after prior agreement with the Company.

5.7       The Buyer shall keep the Goods fully insured against all risks normally insured against at least throughout the period between the risk therein passing to the Buyer and the title therein ceasing to remain with the Company.

5.8       The Buyer shall fully indemnify the Company in respect of any claims, liabilities, damages, costs and expenses made against or incurred by the Company by reason of damage caused to person or property and arising out of a failure by the Buyer to comply with the provisions of this Condition.

5.9       For these Conditions all goods of the same description purchased by the Buyer from the Company and subsequently used or sold by the Buyer shall be deemed to have been used or sold on a ‘first in first out’ basis so that the Goods remaining unused or unsold are deemed to be those most recently purchased. The Buyer shall unless otherwise agreed by the Company in writing ensure that all the goods which are in the possession or control of the Buyer and the property in which it remains with the Company are stored separately and labelled so that they may be readily identified.

6.         TITLE IN GOODS

6.1       Notwithstanding delivery or collection of the Goods or of any documents relating to them the Company will remain the sole and absolute owner of each item of Goods. Title shall not pass until the payment in full has been made of:

6.1.1    the prices for the Goods; and

6.1.2    any other sums payable in respect of the goods including interest payable hereunder; and

6.1.3    any other sums payable (whether due or not) for other goods previously or subsequently sold by the Company to the Purchaser and any other sums payable in respect of these other goods including interest:

i.     Where carriage, packing or other charges are stated separately from the price they will nevertheless be payable by the Buyer at the same time as if they formed part of the price and shall be treated as such the Company shall be entitled to sue for the price of Goods and such other charges whether or not title in such Goods shall have passed to the Buyer in accordance with these Condition.

ii.     Time for payment is of the essence of the contract.

iii.    Notwithstanding the foregoing the Company reserves the right to require payment of the price before delivery of any Goods or at any time thereafter.                                                                                                                   

6.2       The Buyer may sell any item of the Goods in the ordinary course of its business prior to the Company receiving payment in full of such item and in such event the Buyer shall hold on trust for the Company and shall account to the Company for the proceeds of sale of such an item.

7.         CLAIMS FOR DEFECTIVE GOODS

7.1       Whether the Goods have been delivered by the Company or have been collected by the Buyer, the Buyer shall immediately after offloading is completed (or at the earliest opportunity thereafter if there is no representative of the Buyer available when the offloading of the Goods is completed) examine the goods to check that the correct quantity has been delivered and as far as is apparent that they have no apparent defects. If the Goods have been delivered by the Company and the Buyer was present when offloading was completed and is satisfied with the Goods following their examination the Buyer will on request by the delivery driver sign a receipt slip. If the Buyer is not satisfied with the Goods following their examination the Buyer shall:

7.1.1    if the defect is of fundamental importance notify the Company that the Buyer refuses to accept the Goods and indicate the nature of its dissatisfaction;

7.1.2    in all other cases indicate the defect or dissatisfaction in writing to the company within 24 hours of delivery or collection and

7.1.3    always give the Company an opportunity to inspect the Goods concerned in the condition and location at which they were off loaded.

7.2       Time for making all such claims is of the essence of the Contract and the Company’s liability shall be limited as set out in these Conditions.

7.3       The Buyer shall not be entitled to reject the goods or any part thereof by reason only of short delivery.

7.4       Product performance claims made after installation will be subject to technical investigation and the manufacturer’s warranty.

8.      WARRANTY AND INDEMNITY AND LIMITS ON CLAIMS

8.1    Subject to the conditions set out below the Company warrants that the Goods will correspond at the time of delivery:

8.1.1 with any sample agreed to be representative of the Goods to be supplied

8.1.2 with the description, specification and particulars of the Goods contained in the Company’s Publications valid at the date the Goods are ordered and upon which the Buyer shows it relied and

8.1.3 any additional description specification or particulars forming part of the contract after notification pursuant to these Conditions.

8.2       Notwithstanding anything contained in Conditions herein, the Company shall not be liable:

8.2.1      for any defect arising from fair wear and tear, willful damage, negligence, abnormal conditions of working or of use, failure to follow the Company’s instructions (whether oral or in writing) or misuse of the Goods.

8.2.2      under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

8.2.3      if the Goods suffer from color or other minor variances or irregularities which habitually occur in Goods manufactured by the process used by the Company.

8.2.4      to the Buyer for any claims after expiry of 15 days from the date of delivery of Goods.

8.3       Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4    The Statutory Rights of Consumers are not affected by these Conditions.

8.5    The Buyer acknowledges that the Company’s liability under these Conditions shall be limited to the price of Goods.

8.6     In the case of any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with a sample or their description specification or particulars a representative number of the relevant batch of the Goods shall be taken in the presence of an authorized representative of the Company and shall be referred for appropriate testing to an expert to be mutually agreed upon, or failing such agreement to be nominated by the President for the time being of the Institute of Civil Engineers and the report of such an expert shall be final and binding on Parties. The expert’s fee for performing such tests shall be paid by the Company if a valid claim is established by the Buyer but shall otherwise be paid by the Buyer.

8.7     Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract or any advice or assistance given relating to the Goods or their handling installation use or disposal for any direct or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for direct or consequential compensation whatsoever (and whether caused by negligence of the Company, its employees or agents or otherwise) which shall arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.8     The Buyer shall indemnify the Company in respect of any claims, proceedings, liabilities, damages, costs and expenses of whatsoever nature made against or incurred by the Company and arising out of a failure by the Buyer to observe the Company’s instructions (whether oral or in writing) relating in any way whatsoever to the Goods.

8.9     If a valid claim is notified to the Company in accordance with these Conditions the Company shall under no circumstances whatsoever have any liability to pay to the Buyer a sum greater that the price of the Goods in respect of which a failure to deliver or make available for collection is alleged.

9.         HEALTH AND SAFETY AT WORK

9.1       The Buyer shall observe the health and safety instructions issued from time to time by the Company (copies of which are available on request) and shall be solely responsible for and shall keep the Company indemnified against any claims, liability, damages, costs and expenses arising directly or indirectly from use of the Goods other than in accordance with such health and safety instructions.

10.       FORCE MAJEURE

The Company shall not be liable for any loss or damage caused by nonperformance or delay in the performance of any of its obligations to the Buyer due to act of God, war, civil disturbance, government action, strike, lock out or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining materials, breakdown in machinery, fire or accident or any other causes whatsoever beyond the control of the Company. Should any such event occur the Company reserves the right to cancel or suspend the contract with the Buyer without incurring any liability for any loss or damage thereby occasioned.

11.       DEFAULT

11.1     The Company may by notice in writing to the Buyer terminate any contract forthwith if:

11.1.1  The Buyer commits breach of any Condition (including without limitation terms concerning the time for payment of the purchase price) of this or any other contract with the Company;

11.1.2  The Buyer compounds with or negotiates for any composition with its creditors generally;

11.1.3  Being an individual the Buyer dies or commits an act of bankruptcy; or

11.1.4  Being a company the Buyer calls any meeting of its creditors or have a Receiver or Administrator appointed or enters any liquidation.

11.2     In the event of any such termination the Company shall in addition to exercising its rights to repossession of the Goods under these Conditions be entitled by notice in writing to the Buyer to declare (and there shall forthwith become) immediately due and payable any amounts outstanding from the Buyer to the Company under this or any other contract.

11.3     The provisions of 11.1 and 11.2 above and the exercise by the Company of its rights thereunder are without prejudice to any other rights of the Company.

 
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