These General Terms and Conditions (the “terms”) apply for the Sale of Products or Services (referred to as , but not limited to, “Products”, “Equipments”, “Services” etc.) by KDU (“Seller”) as submitted to the Customer (“Buyer”), in its official Quotation and/or Sales Order.
SELLER’S ACCEPTANCE OF BUYER’S ORDER CONFIRMATION IS EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF THESE TERMS.
GENERAL TERMS AND CONDITIONS OF SALE
GENERAL
The terms and conditions under this article are developed for protecting the interest of both Seller & Buyer. Failure of Buyer or Seller to enforce any terms and conditions of this Agreement shall not prevent a subsequent enforcement of such terms and conditions or be deemed a waiver of any subsequent breach. Should any provisions of this Agreement, or portions thereof, be unenforceable or in conflict with the governing country, province or local laws, then the validity of remaining provisions and portions thereof, shall not be affected by such unenforceability or conflict, and this Agreement shall be constructed as if such provisions supersede all prior verbal or written agreements and representation. Buyer acknowledges that it has not relied on any representations other than those contained in this Agreement.
CONFIDENTIAL INFORMATION
Each party recognize and acknowledges that it shall maintain all data, information disclosures, documents, drawings, specifications, calculations, technical information and any other documents or/and Intellectual property obtained from the other party in strict confident subject only to disclose as agreed or by legal process. In the event that Seller owns copyrights of all such documents, drawings, specification etc. and if Seller makes any improvements on such technology, then such improvement shall not fall within the confidentiality obligations herein and the Seller shall own all such improvement including drawings, specifications, technical details etc. However, this shall not affect any Agreement which is already processed.
PRICE
Price of equipment, Parts or Service will be stated in proposal and if there is no proposal as otherwise agreed to in writing by the Seller. All prices in quotations are ex works (EXW) or as agreed per quote and subjected to change without notice. All taxes, duties, and handling charges at local or international shall be charged to and borne by Buyer. Seller bears no responsibility for any consular fee for legalizing the invoices, certificate of
origin, stamping of bill of lading or any other charges required by the laws of any country or any fines imposed due to incorrect declarations of goods. Other charges like packing, freight, insurance is chargeable, and Buyer bears this cost unless otherwise agreed by Seller in writing.
Unless previously withdrawn, Seller’s quotation is open for acceptance within the period stated on the Quotation or when, no period is stated, within 30 days after its date.
PAYMENT TERMS
All payment shall be made as per quote unless alternative terms are agreed by Seller’s authorized representative. Buyer has no rights to deduct any charges including bank charges unless and until agreed by Seller in writing. All payment shall be made in agreed currency as per quote. Interest shall be due from Buyer to Seller on overdue accounts at specified rate mentioned in the invoice, in the event Buyer fails to pay on time. When partial shipments are made, the goods will be invoiced as shipped and each invoice will be treated as separate accounts and be payable accordingly. Payments for goods are due, whether or not technical documentation and/ or any third-party certification are complete at the time of shipment. Seller reserves the right where genuine doubts arise as to Buyer’s financial position or if Buyer default of any payment, to suspend delivery or performance of any order or any part thereof without liability or without prejudice to and without limitation of any other remedy until Buyer cures the default and payment or satisfactory security for payment has been provided. Seller shall have the option to extend the delivery date by time at least equal to the period of suspension.
Buyer shall notify Seller in writing of any dispute with any invoice (along with substantiating documentation) within 7 days of receipt of invoice over email or physical copies. Invoices for which no such timely notifications are received shall be deemed accepted by Buyer as true and correct. The parties shall seek to resolve all such disputes expeditiously and in good faith. Should any dispute arise with respect to any Product delivered or service provided by Seller to Buyer, Buyer shall nevertheless pay all invoices covering Products/Services not in dispute, without setoff, defence, or counterclaim.
On any invoice not paid when due, Buyer shall pay a late charge of, from the due date to the date of actual payment, an interest on the overdue amount at the rate of 18% per annum. Buyer shall reimburse Seller all costs incurred in collecting any late payments, including, without limitation, attorney fees. In addition to all other remedies available under law (Which the Seller doesn’t waive by the exercise of any rights hereunder), Buyer shall be entitled to suspend the delivery of any Products or Services, if the Buyer fails to pay any amounts when due.
DELIVERY
Unless otherwise specified, all local and international sales shall be ex-works (incoterms2010) seller’s premises. Partial delivery may be made as agreed by Buyer and seller prior to such delivery in writing. Stated delivery dates are approximate and cannot be guaranteed. Seller shall have no liability for damage arising out of the failure to keep a delivery date, irrespective of the length of the delay. In the event Buyer is unable to accept the delivery of goods when tendered, seller may at its option, arrange storage of goods at seller premises for an agreed time. Seller has all rights to invoice to Buyer for such goods which may include the charges for storage. Seller has all rights to dispose such goods after the agreed time and has no liability/ risk for any damages to the goods
The following steps and processes will be part of any delivery process by the seller and the buyer shall guarantee to furnish true and compliant information to uphold the same:
a) For any delivery onboard vessel(s) – The full name of the receiver, his/her Position and Ship stamp is to be provided on the Delivery Note.
b) For any delivery at the buyer/Customer’s Office – The Full name, Position of the collecting
party/receiver, Name of vessel (if not already provided to the Seller) and official company
stamp shall be provided.
c) For any collection by Buyer appointed Agent(s) / Ship Chandler(s) / Driver(s) from Seller’s
Office / Others, a valid photo ID proof of such collecting party MUST be provided and, only upon furnishing such ID, will the item be
handed over by the Seller.
TIME OF DELIVERY
The delivery time shall be stated in the order confirmation issued by Seller.
EXPORT TERMS
Buyer agrees not to disclose or export, either directly or indirectly, any KDU technology or information, or the direct product thereof, to any destination or person if such disclosure or export prohibited by US laws and regulations or any other government regulations. Buyer will not use and will not permit any third party to use KDU technology or information in connection with the design, production, use of storage of chemical, biological or nuclear weapons or missiles of any kind. This paragraph will survive the termination of this Agreement.
FORCE MAJEURE
If either party is unable by reason of Force Majeure to carry out any of the obligations under the Agreement, other than obligations to pay money, then on such party giving notice and particulars in writing to the other party within a reasonable time after the occurrence of the cause relied upon, such obligation shall be suspended. “Force Majeure” shall include, but not limited to, act of God, laws and regulations, government actions, war, civil
disturbance, strike and labor problems, delay of vendor, carriers, natures action like fire, flood, storm etc., machinery damage, Pandemic/Epidemic, geopolitical tensions, and any other causes that are not reasonably within the control of party so affected.
CANCELLATION
Any order cancelation shall result in restocking fee, as applicable, if the item is COTS and such fee may exceed to 100% of order value if the equipment is customized or the concerned OEM does not offer restocking option against a fee.
In the matter of project(s)/manufacturing/others specific to a particular buyer requirement- Orders placed by Buyer and accepted by Seller may be cancelled only with the consent of seller and will subject Buyer to pay cancellation charges. All of Seller documents, such drawings, technical documents etc. shall be returned to Seller upon Buyer’s request for cancellation. No orders may be cancelled subsequent to shipment. Buyer agrees to pay Seller the greater of seller’s actual cost incurred prior to cancellation plus a reasonable profit or the following minimum cancellation charges
20% of order value if cancelled during the engineering stage
60% of order value if cancelled there after c. 100% of order value for all nonstandard items (items built to customer specification)
Buyer shall verify the amount of cancellation charges prior to cancelling an order.
TRANSPORTATION
All transportation of goods shall be arranged by Buyer unless otherwise agreed by Seller in writing. During such transportation or in the event when Seller agrees to arrange Transportation upon the request of Buyer, all risk of damaging goods during transportation to Buyer premises is not a liability to Seller.
PACKING OF GOODS
Unless otherwise agreed, Seller shall decide the type of packing required for the goods being delivered. Seller shall arrange all such packing depends on the mode of transport, distance of travel and the climatic conditions. Seller shall assure that, Seaworthy packing is used for all international delivery. Buyer shall inform the seller in
writing, if any special arrangement/ criteria need to be met depending on the laws of country where the goods are being shipped.
INSURANCE
Insurance shall be arranged by Seller upon request of Buyer. All cost towards this will be added in the invoice with 10% administration charges
WARRANTY
All new Products/Equipments are pledged for a period of 18 months from the date of supply or 12 months from the date of installation, whichever is earlier. If there’s a conflict between this document and warranty offered in official Quotation, the terms offered in Quotation shall be binding. Unless otherwise agreed in quote, no warranty claims will be entertained by Seller for any of his Products/Equipments being supplied. Warranty for services provided only upon mutual agreement with Buyer at the time of contract.
The Seller shall not be liable for any defects or non compliance whatsoever in material supplied and design made/provided by the Buyer or in any products made by Seller as per design provided by the Buyer.
At any circumstance, warranty will be void for defects caused by incorrect installation, by improper assembly and improper use, by changes carried out by Buyer without written consent from Seller, by repair carried out by Buyer and by usual wear & tear. for any products/Equipments sold 18 months prior, claims of any type will not be accepted, from the date of delivery.
In case of warranty claim, Buyer shall arrange to send the defective product to seller’s place. Charges like, travel, visa, boarding & lodging will be paid by Buyer where it is not practical to send the products to seller.
LIMITED WARRANTY
The following terms and conditions shall be applicable in case of certain spare parts are defined to be under Limited Warranty under Seller’s quotation.
These spare parts shall be covered under Limited Warranty only on EXW UAE basis.
All costs relating to Logistics & shipping including but not limited to duties and taxes shall be borne by Buyer
In case of any warranty claim, Buyer shall arrange to send the defective product to seller’s place and in case of any failure of function, seller reserves the right to ask buyer to return such failed spare parts/equipment to seller’s office in UAE at any time.
In case of a warranty claim for service by the buyer, a total of 6 hours of service shall be hereby covered under this Limited Warranty, which shall include the travel time from seller’s office to anchorage/vessel, and such services shall be applicable only within UAE ports
All charges like, travel, visa, boarding & lodging shall be paid by Buyer
Seller reserves the right to issue credit note(s) if no similar equipment(s) are available in stock to replace the reported faulty equipment supplied onboard the vessel
Seller’s liability is hereby limited to the order value of goods, excluding but not limited to, freight, duty, taxes, and such related costs.
15. RETURN OF GOODS
Seller complies with a non-returnable policy and No Products/Equipments are acceptable to seller’s store once it is sold to Buyer. Any discrepancies or shortage found during regular inspections/checks should be finished and reported to Seller within 7 days after delivery.
REFUND
16.1. Refund Policy:
For delivered products, the seller agrees to refund the buyer the entirety of the product amount (excluding the amount paid for the original shipping & Bank fees):
if such reason for return is due to an error caused by seller, such as an error limited to pricing, description, or an abnormal interruption in delivery without the prior knowledge of buyer.
For products not delivered, the seller may choose to refund the buyer subject to those applicable terms mentioned under Clause 9 (Cancellation) if the buyer cancels the order immediately prior to shipping & after seller reviews the circumstances under which such cancellation was raised by the buyer and is found to be reasonable.
16.2. Refund Method:
The seller will issue a refund to the buyer depending on the method the buyer used for payment, in the following procedure:
By Cash - if the buyer paid by cash during acceptance of the product or ‘Cash on Delivery’, the seller shall refund by cash; or
Credit/Debit Cards - if the buyer paid for the product via online using credit/debit card, the seller shall refund
to the same credit/debit card used for the transaction.
16.3. Refund Timeline:
Refund shall be initiated once the product is received back from the buyer at the seller’s premises at WH 427, P.O. Box 90878, Dubai Maritime City, Dubai, UAE and inspected by Seller. The final refund will be affected to the customer as follows:
Refund towards credit/debit card will be processed within 15 days after receipt of goods in seller’s office as detailed above under clause 1.3.
cash refunds shall be processed after receipt of goods at seller’s office as detailed above under
clause 1.3 and inspected by the seller’s team; refund shall be confirmed within 7 days post the shipment is collected; refund can be collected in cash from our office at WH 427, P.O.Box 90878, Dubai Maritime City, Dubai, UAE or the buyer can choose to have the refund by Bank transfer with bank charges on buyer’s account.
All refund will be applicable as per the terms mentioned above under 1.3 (a) and shall only be applicable if customer has cancelled the order before shipping.
Refunds are subject to timelines from your bank and seller hereby will not be responsible for any delays once the refund has been released from seller’s side to the bank.
INDIRECT LOSSES
KDU, shall in no event be held liable for any operating loss, loss of profit, loss of time or any other indirect losses
KDU shall be entitled, without prejudice to any other rights it may have, to cancel the Agreement forthwith, wholly or partly, by giving notice to Buyer, If a) Buyer is in default of any of its obligation under this Agreement and fails within 30 days of the date of KDU’s notification in writing of the existence of such default, either to rectify such default if it is reasonably capable of being rectified within such period or if the default is not reasonably capable of rectified within such period, to take action to remedy the default or b) on the occurrence of an insolvency event in relation to Buyer.
DISPUTES
Any disputes in connection with the agreement between Seller and Buyer which cannot be settled amicably shall be settled in accordance with UAE Laws
MISCELLANEOUS
The Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of the Seller. Seller enters into this Agreement as principal and Buyer agrees to look only to Seller for due performance of this Agreement.
Products provided hereunder are not sold or intended for use in any Nuclear related applications. Buyer (i) accepts Products in accordance with the foregoing restriction. (ii) agrees to communicate such restriction in writing to any and all subsequent users. These terms and conditions, in all respect, shall be construed in accordance with the laws of UAE. All disputes arising out of this Agreement and these terms shall be subject to the exclusive jurisdiction of courts in UAE. All notices and claims in connection with these terms and this Agreement must be in Writing.
Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for the use with the Products and documentation supplied with the Products shall remain with KDU and is not transferred hereby to the Buyer. KDU and group shall retain ownership of all inventions, designs and processes made
or evolved by them, save as set out in this agreement, if any, and no rights in intellectual property are hereby granted to Buyer.
Key notes:
“Seller” shall include:
1) KDU Marine Equipment Trading and Maintenance LLC-Dubai
2) KDU Worldwide Middle East Marine Services LLC- Abu Dhabi
3) KDU Worldwide Technical Services FZC- Sharjah 4) KDU Marine Equipment Trading and Maintenance LLC-Fujairah
5) KDU Worldwide Services Nigeria Ltd.
6) KDU Worldwide Technical Services- Oman 7) KDU Worldwide Technical Services LLC-KSA
and their branches/subsidiary companies.
Buyer: All KDU Group Clients / Customers
Hereto referred together as ‘Parties’ and individually as ‘Party’
Seller has all rights to revise these terms and conditions, without prior notice to Buyer. However, the terms and conditions will remain same for all orders already signed
This general terms and conditions should be read along with the other terms and conditions mentioned on the Seller’s Quotations and/or any other Agreement/Contract the Parties agree to mutually.