1. PROVISION OF SERVICES

These terms set out the basis on which we shall provide you with products and services (the “Products” and/or “Services”), as may be varied from time to time in writing. These terms and conditions replace any previous terms and conditions provided to you by us. We note that from time to time we amend our terms and conditions so please refer to our website for the latest version of the terms and conditions.

Products shall mean: Any hardware or software items that are procured through our company, either in our capacity as a reseller or as a procurer, on behalf of the customer, of third party equipment.

Services shall mean: software support, hardware support, training, installation, project management, consultancy, 3D scanning services, 3D printing services, design services, R&D services and process development services.

2. SCOPE

You confirm that the scope of our Services and description of the Products as detailed in our quotations/order confirmations and any other written communication (the “Scope”) is sufficiently described.

In the event of any conflict between these terms and conditions and the Scope, the terms of the Scope shall prevail.

3. COMMENCEMENT

These terms and conditions will be effective on the date of execution by you i.e placing a purchase order, or acknowledging acceptance of a sales order document produced by us.

4. PRICE

The price of the Products and Services shall be as per our quotations/order confirmations. All prices quoted are valid for 30 days after which time they may be altered by us.

Our prices are exclusive of value added tax (VAT) of 5%, which you shall be additionally liable to pay to us, if applicable.

We note that in case the clearance of the Products with the United Arab Emirates (“UAE”) Customs is done through an UAE agent engaged by us. In this sense, we shall not be held liable for your VAT responsibility towards the agent in such a case.

5. INVOICES AND PAYMENT

Our invoices are payable within the timeframe established therein.

Our invoices are payable in the currency indicated on the invoice, and our customers are required to pay by bank transfer in accordance with the details that we shall provide. You will be liable for any bank charges so incurred and such charges should be included in your remittance.

If you fail to make any payment on the due date then, without prejudice to any other right or remedy to us, we shall be entitled to:

• Cancel the quotations/order confirmations, suspend any further deliveries of Products or suspend the provisions of the Services;
• Appropriate any payment made by you towards any other Product or Service; (iii)
• Charge interest on the outstanding amount at a rate of 12% per annum applying from the due date until the outstanding amount is paid in full. No advanced payment on invoiced Products or Services shall be refunded.

6. DELIVERY

We shall deliver the Products or Services within the time frame described on the quotations/order confirmations.

For the Products to be delivered within the UAE, the delivery shall be deemed to be made upon collection of the Products by you at our premises or any other place to be mutually agreed by the parties within 7 days from the date we notify you in this respect (the “Delivery Date”).

In case we become aware that we will not be able to meet the Delivery Date, for any reason beyond our reasonable control, we shall notify you immediately in writing. In such a case, we may reschedule the Delivery Date at any time without penalty by providing written notice to you. If on the Delivery Date you are not ready to receive the Products, the costs of storage of the Products shall be borne solely by you.

7. EXPORT TERMS

‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this terms and conditions is executed. Unless the context otherwise required, any term Standard Terms and Conditions or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions, but if there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.

Where the Products are supplied for export from the UAE, the provisions of this clause 7 shall (subject to any special terms agreed in writing between both parties) apply notwithstanding any other provisions of these terms and conditions.

You shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon.

Unless otherwise agreed in writing between the parties, the Products shall be delivered CIP.

TITLE OF PRODUCTS

The Products remain our property until full and final payment invoice.

There is no refund or exchange permitted on invoiced Products. Please refer to the below clause with respect to the Product’s warranty.

8. PRODUCT’S WARRANTY

We warrant that the Products supplied by us shall be free from manufacturing defects, defects of design, dimensions, materials, and workmanship (the “Manufacturing Defect”).

Our liability under this warranty for the Products, including any parts found to have a Manufacturing Defect, is limited to the replacement of the Product including any parts or the repair of the defect (at our sole discretion) free of charge.

This warranty shall be valid for a period of 1 (one) year (the “Warranty Period”). The Warranty Period shall commence from the installation of the Products (the “Installation Date”).

In no event will this warranty be claimed for: any damages caused by your failure to follow the Product’s instructions (i.e. misuse of the Product); or any damages caused to the Product by repairs or modifications done by third parties.

Should you not be ready to accept delivery of the Product on the Delivery Date, then the Warranty Period of the Products shall start from the Delivery Date as opposed to the Installation Date. In the event we are not able to meet the Delivery Date, the Warranty Period shall start as from the re-scheduled Delivery Date, as agreed by both parties.

Warranty shall only be valid once full and final payment has been remitted to our company.

Warranty will be void in case customer tries to unpack and install equipment and software procured prior to the visit of our certified engineers that will be tasked to perform the installation services.

9. MISCELLANEOUS

If any of these terms and conditions are determined to be invalid or unenforceable to any extent, such term shall be annulled but the remainder of the terms and conditions shall continue to be valid and enforceable.

We shall not be liable for delay or non-shipment of Products or non-performance of Services and for any losses, claims, demands, costs and expenses (whether or not reasonable or foreseeable) resulting from any circumstances beyond our reasonable control, including (without limitation) acts of god, war, strike, riots, civil commotion or non-availability of sailing (the “Force Majeure”).

These terms and conditions cannot be varied or waived unless expressly agreed in writing and signed by both parties.

Any notice to be given to you or to us shall be sufficiently served if delivered personally, by post or electronic communication (email).

In the event of a dispute, difference, controversy or claim of any nature whatsoever arising out of or in connection with the purchase of the Services or Products (the “Dispute”), the parties shall attempt to resolve such Dispute amicably within 30 days of the Dispute being notified by the disputing party to the other.

In the event the parties fail to solve the Dispute amicably within 30 days, then the parties agree that the UAE Courts shall have sole jurisdiction to hear the Dispute. These terms and conditions shall be governed by the laws of the United Arab Emirates.