SALES TERMS & CONDITIONS
All goods and services provided by Manuli Fluiconnecto Middle East ( FLC ME) are furnished only on the terms and conditions stated below
These standard terms and conditions of sales apply to the relationship involving the supply of products by any of the branch of FLC Middle East to Customers.
II. SUPPLY ORDERING PROCESS
The Customer may issue purchase order or written order mail confirmation to any of the of the branch of FLC Middle East by email or fax only.
III. CONTRACT FORMATION
All orders for the branch of FLC Middle East goods are subject to written acceptance by any of the branch of FLC Middle East goods by e-mail or fax. Any and all terms in Customer’s purchase orders, acknowledgments, confirmations, or other business forms (“Customers Forms”) which vary, conflict with or add to, or are in any way inconsistent with, the terms provided below are REJECTED by any of the branch of FLC Middle East and shall not be part of any agreement between the Customer and any of the branch of FLC Middle East unless specifically agreed to in a writing document signed by any of the branch of FLC Middle East.
IV. INFORMATION MADE AVAILABLE TO THE CUSTOMER
Before the issue of the purchase order, any of the branch of FLC Middle East will provide the Customer with all the commercial information on the products that it may require.
FLC Middle East reserves the right to alter the prices, discounts and payment conditions in force when the contract is confirmed and the Customer expressly acknowledges and agrees upon such right. However, any modifications will become effective after notification of these has been issued, and they will apply only to the part of the supply that has not been completed.
In such a case the Customer may cancel the contract for the part not completed within 2 (two) weeks of the issue of notification of the increase and FLC Middle East shall have no liability, directly or indirectly, whatsoever.
Prices may or may not include country, federal, state or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by FLC Middle East to the sales prices where FLC Middle East has the legal obligation to collect them, and will be paid by the Customer or reimbursed by the Customer to FLC Middle East if paid by FLC Middle East.
VII. SHIPPING AND DELIVERY
Shipments shall be EXW as such term is defined in the Quotation, unless differently agreed upon in writing. Shipping dates are approximate and are based to a great extent on prompt receipt by FLC Middle East of all necessary information from the Customer.
FLC Middle East shall not be liable for any loss or expense incurred by the Customer in the event that FLC Middle East fails to meet the specified delivery schedule(s) due to production or other delays due to unforeseen circumstances.
Customer must collect the products within 5 working days from the declaration by FLC Middle East of readiness for shipment EXW.
For shipment FCA or FOB, Customer must notify FLC ME with all necessary information for the shipment FCA or FOB within 2-3 working days from the declaration by FLC ME of readiness for shipment.
In case of not respect of the above mentioned period, FLC ME will have the right to terminate the order or to store the products at FLC ME’s warehouse at risk and expense of the Customer at a rate of AED 100 per day per pallet.
Unless differently agreed upon in writing, shipments shall be only for Lot or multiple of Lot for each product code.
The term “Lot” is the minimum order quantity for each product code as indicated in the current price list/catalogue and must be a multiple of the minimum quantity per product code.
VIII. WITHDRAWAL RIGHT
In case of communication by FLC ME of his impossibility to respect the shipping date indicated in the confirmation of order, and unless a new shipping date will be agreed upon in writing, the Customer can, waiving any other rights, withdraw the order by means of written notice to be sent to FLC ME within 3 days from the communication of FLC ME.
FLC ME will accept returns only upon prior agreement and at conditions to be defined between the parties.
Due to FLC ME’s requirements, tolerances of +/-10% of the confirmed quantities, as and if applicable, are always allowed and accepted.
Payment shall be made within the agreed upon period from the date of invoice, in the agreed upon currency at the address shown on the invoice.
If payment in full is not received by FLC ME by the due date, the Customer shall be in breach hereof. In the event of late payment, the Customer will incur an interest charge calculated at the reference rate of the local national central bank plus 2 percentage points per year on the unpaid balance to cover the administration costs of collection.
Moreover, FLC ME reserves the right to suspend all further deliveries, to recover all unpaid materials and to require an immediate payment of all other claims.
Such charges may be in addition to other remedies exercisable by FLC ME.
The amount of credit may be changed or credit withdrawn by FLC ME at any time.
On any order on which credit is not extended by FLC ME, shipment or delivery shall be made, at FLC ME’s election, Cash on order (in whole or part), letters of credit with all costs of collection paid by the Customer or other terms as agreed between the parties.
XII. SUSPENSION OF THE CONTRACT
Should the Customer fail to comply in whole or in part even with only one of the supply conditions or if there are any changes of any kind in the Customer’s company name, form or trading capacity, as well as in the event of proven difficulty in meeting the payments to FLC ME or third parties, FLC ME will have the right to suspend any further deliveries and convert any premiums that have matured, bank transfers or other deeds of payment unless a suitable guarantee is issued.
XIII. FORCE MAJEURE
FLC ME shall not be responsible for any delay or failure to perform due to causes beyond its reasonable control.
These causes shall include, without limitation, fire, flood, earthquake, accident, acts of the public enemy, war, acts of terrorism, riot, epidemic, quarantine restrictions, labor dispute, labor shortages, interruption of transportation, inability to secure raw materials or machinery, extraordinary increases in such raw materials prices, rationing or embargoes, acts of God, acts of Government or any agency thereof, acts of any state or local government or any agency thereof, and judicial action.
Similar causes shall excuse the Customer for failure to take goods ordered by the Customer, provided reasonable notice is given to FLC ME of such contingency.
However, the Customer shall not be excused from the terms hereof for (i) any goods shipped prior to receipt of such notice; or (ii) goods already in transit when the contingency occurs.
XIV. LIMITATION OF LIABILITIES
THE CUSTOMER AND FLC ME AGREE THAT (I) THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY WARRANTY CONCERNING THE GOODS SHALL BE REPAIR OR REPLACEMENT OF THOSE GOODS OR THEIR COMPONENT PARTS OR REFUND OF THE PURCHASE PRICE; AND (II) FLC ME SHALL HAVE THE EXCLUSIVE RIGHT TO SELECT ANY SUCH REMEDY IN ITS SOLE DISCRETION.
FLC ME SHALL NOT BE LIABLE FOR CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO PERSONS OR PROPERTY AND FLC ME’S SOLE LIABILITIES AND CUSTOMER’S EXCLUSIVE REMEDIES HERE UNDER ARE AS PROVIDED IN THESE STANDARD TERMS AND CONDITIONS OF SALES. FLC ME SHALL NOT BE LIABLE FOR ANY EXCESS REPROCUREMENT COSTS, SPECIFIC PERFORMANCE OR DELAY IN DELIVERY.
Notwithstanding any implication to the contrary, FLC ME shall have no liability whatsoever unless and until the Customer shall have paid the full purchase price of all goods delivered.
XV. WARRANTY AND CLAIMS
FLC ME warrants that the Products will be free of defects in material and workmanship for a period equal to twelve (12) months from the date of shipping from FLC ME to the Customer or, with the sole exception of assembly machines, within two thousand (2000) hours of use, whichever comes first.
In case of claims presented in the correct way and regarded as founded, FLC ME agrees to replace or repair the defective product when these are returned to its premises.
• This warranty does not cover any faults caused by normal deterioration, accelerated deterioration caused by special physical, chemical or electrochemical conditions, insufficient maintenance or incorrect repair, failure to follow the storage, user and operating instructions, use of unsuitable materials, the effects of a chemical or electrolyte process, assembly operations not carried out using only FLC ME’s original parts or FLC ME’s original certified parts, using FLC ME’s assembly machines and in strict accordance with FLC ME’s latest assembly instructions to be provided on request as and when required. This warranty does not cover faults caused by modifications made by the customer or a third party, or assembly or installation operations carried out by these latter without observance of the operating and installation conditions and/or the technical specifications of the products.
• IN NO EVENT SHALL FLC ME BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO PRODUCT IS WARRANTED AS BEING FIT FOR A PARTICULAR PURPOSE.
The warranties described above apply only if (i) the Product has not been misused, tampered or abused in any manner nor have repairs been attempted thereon; (ii) written notice of failure within the warranty to FLC ME and FLC ME’s direction for properly identifying Products returned under warranty are followed; and (iii) with the return, a notice authorizing FLC ME to examine and disassemble returned Products to the extent FLC ME deems it necessary to ascertain the cause of failure.
The warranties stated herein are exclusive.
THERE ARE NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, BEYOND THOSE SET FORTH HEREIN, and FLC ME does not assume any other obligation or liability in connection with the sale or use of the Products.
• The receipt by the Customer or its customer(s) of any of the Products shall constitute the Customer’ unqualified acceptance of same and waiver by the Customer of all claims hereunder (OTHER THAN CLAIMS NOT DISCOVERABLE UPON RECEIPT AND INSPECTION) unless the Customer gives written notice of the same to FLC ME within eight (5) days after its receipt or, in the event of concealed defects, the claim should be sent to FLC ME in writing within eight (5) days of their discovery, and in any case within a period of twelve (12) months from shipping from FLC ME to the Customer, or, with the sole exception of assembly machines, within two thousand (2000) hours of use, whichever comes first.
In any case, whenever possible, the Customer shall send FLC ME a sample of the defective product to follow up the claim procedure.
• No claim of any kind, where as to Products delivered or for delay in delivery or failure to deliver, and whether or not based on negligence, shall be greater in amount that the purchase price of the Products with respect to which such claim is made.
IN NO EVENT SHALL FLC ME BE LIABLE FOR INDIRECT, INCIDENTAL SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE THEREOF.
It is expressly understood that any technical advice furnished by FLC ME with respect to the use of the Products, shall not be deemed to be a representation that the Products may be so used successfully or that such use will offer any specific result, and FLC ME does not assume any obligation or liability for any advice given or results obtained.
• The Customer shall indemnify and hold FLC ME harmless against any and all loss damage, cost, or expense of any kind incurred by reason of any negligence, breach or other fault of the Customer imposed by law upon FLC ME for damages assessed because of property damage or bodily injuries or death sustained or resulting from the sale, use, or handling of the Products except to the extent caused by the negligence of or breach of this Agreement by FLC ME, and the FLC ME has notified the Customer in writing of any third party’s claims or demands within sixty (45) days after FLC ME received notice thereof.
XVI. ENTIRE AGREEMENT
THESE TERMS AND CONDITIONS, INCLUDING THE LIMITED WARRANTY AND DISCLAIMER AND LIMITATIONS OF LIABILITY, ARE A COMPLETE AND FULL EXPRESSION OF THE AGREEMENT BETWEEN THE PARTIES.
The terms hereof may not be varied, supplemented, qualified, modified, waived or interpreted by any prior or subsequent course of performance or conduct between the parties (including the shipment of goods here under) or by any usage of the trade or by conflicting or additional terms upon the face or reverse of any form to which this is attached or a part of, nor may it be modified by any agent, employee, or representatives of FLC ME unless such modification or representation is made in writing and signed by a duly authorized officer of FLC ME. Stenographic or clerical errors are subject to correction
If any term of this Agreement is held to be illegal or unenforceable, such term shall be severed from this Agreement and the remaining terms shall remain in force.
All correspondence regarding this contract will be sent to the FLC ME’s Customer Service structures geographically competent:
MANULI FLUICONNECTO EMIRATES TRADING LLC
Telephone: +971 4 220 7002
email address: Dubai@fluiconnecto.ae
MANULI FLUICONNECTO HYDRAULIC SERVICES LLC
Telephone: +971 2 553 8806
email address: Abudhabi@fluiconnecto.ae
MANULI FLUICONNECTO MIDDLE EAST FZE
Telephone: +971 4 8806 446
email address: Dubai@fluiconnecto.ae
MANULI FLUICONNECTO LLC
email address: Oman@fluiconnecto.ae
FLUICONNECTO TRAD. & CONT. OIL & GAS
email address: Qatar@fluiconnecto.ae