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Terms and Conditions Of Sale 1. General All quotations issued and orders received are subject to these Conditions of Sales and no alterations shall take effect unless confirmed in writing by Franke LLC, (hereinafter referred to as “the Seller”). No terms, condition or warranty not recorded herein shall be binding on the Seller, except where such is necessar- ily imported into the contract under any Statute or at Common Law. 2. Prices (i) Errors and omissions are subject to correction (ii) Unless otherwise stated in writing, prices charged would be those ruling at the date of the order being received by the company. (iii) Unless otherwise specified, prices exclude deliv- ery, off- loading, positioning and installation (iv) P rices are correct at the time of printing but are subject to alteration without prior notification. 3. Payment (i) In respect of an initial order and whenever else specified by the Seller, the Buyer shall pay the Seller in full as a condition precedent to dispatch- ing the goods. In all other cases, payment must be made in full according to the agreed payment terms. (ii) W here payment is not received by the due date, the Seller reserves the right to charge interest on outstanding amounts for each month or part of any month that payment is overdue, at the highest rate allowed by law, and/or at the Seller’s option to suspend all deliveries of all goods to the Buyer. (iii) If Buyer should default on any payment, the Seller reserves the right to declare all invoice amounts due and payable without notice to the Buyer. In the event the Seller should commence any action or actions, the Buyer agrees to pay reasonable collection and attorney’s fee and court and other expenses incurred by the Seller, whether or not the suit is filed. (iv) T itle to the goods or any part thereof shall not pass to the Buyer until the Seller has been paid in full for the goods. (v) N o goods may be returned to the Seller without Seller’s prior written permission. Seller reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Seller has authorized the return of goods for credit, Seller reserves the right to adjust the amount of any credit given to Buyer on return of the goods based on the conditions of the goods on arrival in the Seller’s warehouse. Credit for returned goods will be issued to Buyer only where such goods are returned by Buyer and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging. 4. Delivery (i) A ny time expressed for delivery shall be deemed to be an estimate only, time not being of the essence for the contract unless separately agreed to in writing by the Seller. The Seller accepts no liability for any loss sustained by the Buyer through late delivery and further where a time for delivery has been agreed but delivery is delayed for any reason beyond the control of the Seller, a reasonable extension of time shall be allowed to the Seller. (ii) Where working drawings have to be approved by either the Buyer or his agent then the estimated delivery period is to be applied from the date of receipt in writing by the Seller of this approval. (iii) Where a time for delivery is agreed and the Buyer fails for whatever reason to accept the delivery, a minimum charge of 30% of the total Invoice Value will be incurred and the Seller reserves the right to make a reasonable charge for storage. Should delivery not be possible after one week’s delay the Seller shall be entitled to submit his invoice and the normal conditions of payment will apply. (iv) The Buyer shall provide adequate labour and unloading facilities at the place of delivery at his own risk and expense. (v) If advance notice of the approximate arrival time of the delivery vehicle is required this must be stated on the order. (vi) An additional charge will normally be made for packing and delivery outside United Arab Emirates. (vii) Any special delivery arrangements or similar requests by the Buyer will be charged at cost. Delivery Charges Applicable delivery are charged to the Buyer separately and are indicated in writing as Transport Charges. 5. Restocking In cases wherein the customer has duly expressed the intention to return products to Franke L.L.C., the following terms and conditions apply: (i) Only products that meet the following criteria will be considered for return by prior agreement: 1.1 In its original packaging 1.2 In a resalable condition 1.3 A current product shown in the latest pub- lished copy of our sales catalogue. (ii) A restocking charge of 30% of the original invoice value will be applied. (iii) Any goods authorized for restocking must be returned at the customer’s expense and risk. Any goods received back damaged will not be credited. (iv) An authorization to return goods needs to be issued by Franke L.L.C. before any goods will be accepted. Franke L.L.C. reserves the right to refuse a restocking request. (v) Non-standard or customized products cannot be accepted for return. 6. Cancellation of Order (i) Special item orders cannot be cancelled. The Seller will invoice the full amount whether or not the product is still required. (ii) Standard products’ order cannot be cancelled without the Seller’s agreement in writing. (stand- ard products are those products that appear on Franke’s official website) (iii) Once goods have been delivered they are not in any circumstances returnable without the Seller’s agreement in writing. 7. Damage or Loss in Transit (i) The Seller is not liable for any damage or loss dur- ing delivery transport, unloading or thereafter. (ii) The Buyer or his agent should examine goods on arrival and details of any damage or loss entered on the Carrier’s note. (iii) In the event of non-arrival, damage or shortage of goods, no claim will be accepted unless notifica- tion is given to the Seller in writing within 7 days from the date of the Seller’s invoice. (iv) Damaged goods will not be replaced or repaired if they have been used or installed. 8. Property and Risk (i) Title to each item of the goods supplied by the Sell- er remains vested in the Seller until the purchase price and all other monies owing by the Buyer in relation to those goods or the price (whether or not due) are paid in full. (ii) In addition, and without prejudice to subcondition (i) above, title to goods supplied by the Seller re- mains vested in the Seller until such time as there are no monies owing by the Buyer to the Seller on any account (whether or not due). (iii) Notwithstanding this reservation of title the Buyer may resell any goods in the ordinary course of business which remains the property of the Seller, in which event the Buyer shall remit the proceeds of sale to the Seller and in such a way that they are kept separate and are readily identifiable. (iv) The Seller shall be entitled (but not obliged) at any time to recover and dispose of any goods to which it has retained title under this clause and the Buyer will be deemed to have granted to the Seller an irrevocable licence, for so long as any monies shall remain owing to the Seller to enter the Buyer’s premises to inspect and recover any such goods. (v) The Buyer agrees to undertake in respect of all goods that remain the property of the Seller: (a) To store the same in such a way that they are readily identifiable as the property of the Seller. (b) To insure the same to their full value. (c) To hold the same in all respects as bailee for the Seller. (vi) Where the property in the goods has not passed, the Seller may nevertheless maintain an action against the Buyer for the purchase prices and all other monies then owing to the Company in relation to the goods. (vii) If the Seller repossesses or resells its goods it shall credit the Buyer in the Seller’s accounts (in each case after deduction of all expenses of recovery and/or sale) with the lesser of (i) the net value or proceeds of sale (as the Seller may elect) of the goods and (ii) the invoiced price to the Buyer of the goods. (viii) Notwithstanding the provisions of Condition 8(i) and 8(ii) above the goods shall be at the risk of the Buyer from the time when they are tendered for the delivery at an agreed destination or are available for collection by the Buyer or cease to be in the Seller’s possession and in particular when they are delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailee or agent for the 158 BACK TO INDEX
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purposes of transmission whether or not such person contracts with or is instructed by the Seller or Buyer. 9. Drawings All drawings by the Seller shall remain the Seller’s property and copyright, and therefore must not be wholly or partially used or copied without the Seller’s written permission. 10. Description Illustrations and dimensions, in the Seller’s catalogue or documents, although correct in general detail, do not constitute a sale by description. The Seller’s policy is one of continuing improvement and the Seller reserves the right to vary or modify the design, specification, or surface finish without notice, unless written undertaking has been given to the contrary. 11. Replacement Where the goods supplied by the Seller are of the Seller’s design and manufacture the Seller will make good any defects in those goods subject to the following conditions:- (i) The Buyer shall notify the Seller; and the Seller should officially acknowledge the receipt of complaint. (ii) The Seller shall send the replacement of reported defective goods as soon as possible. Customer will be advised with the dispatch date, accordingly. At the onset, full amount to be invoiced to the customer. This will be credited back if the test findings resulted to the conclusion that the defect is due to the fault of the Seller. (iii) Customer is required to coordinate the return of the defective goods within two weeks after the replacement product has been received. Failure to return the defective goods, Seller reserves the right to invoice the full amount to the customer. (iv) The Seller shall be provided with an adequate opportunity to examine and investigate the defec- tive goods. Replacement of the defective product is free of charge; however, if the findings show that the defect was due to improper installation, product misuse, or any other conditions which is outside Franke’s standard warranty terms and conditions, full amount shall be invoiced to the customer. (v) W here the defect is reasonably attributed to the fault of the Seller, the Seller shall replace or repair the defective goods, but shall not be liable for any costs of removal of the defective goods, or instal- lation of replacement goods, nor any consequen- tial loss or damage arising there from. (vi) The Seller will not accept any charges for reme- dial work that is carried out without his express authority and approval. (vii) The Seller’s liability shall be limited to the repair or replacement of materials and components manufactured by the Seller. No goods are guaranteed by the Seller for any specific length of time but are warranted to be free from defect in workman ship and materials at time of delivery. No liability can be accepted in respect of products that have become defective due to contact with corrosive liquids such as strong bleaching solutions and fluids, photographic developing liquids, immer- sion type silver cleaning fluids and the like that are injurious to stainless steel. (viii) Where goods and components supplied by the Seller are not of the Seller’s design and manu- facture, the Seller’s liability shall be limited to the guarantee provided by the manufacturer of such goods and components. (ix) The Seller shall not be under any duty arising from Section 11 of these Conditions of Sale if the Buyer is in breach of any provision of the Contract with the Seller until the Buyer has remedied the breach. 12. Indemnity The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may be liable if any work done in accordance with the Buyer’s specification infringes any third party property right. 13. Information (i) All warning data sheets, diagrams and other infor- mation as to the construction, assembly use, stor- age or disposal of the goods made available to the Buyer before, at the time of, or after the time of supply of the goods to the Buyer shall be supplied by the Buyer to any person to whom the Buyer supplies the goods or any product in which the goods are incorporated and the Buyer shall impose a similar requirement on such person. The Buyer shall indemnify the Seller in full against all liabilities costs claims demands and expenses resulting from any failure by any person other than the Seller to make such warnings data sheets, diagrams and other information available to any other person. (ii) Where an indication as to time limits for the use of the goods has been supplied to the Buyer shall procure that all persons into whose hands the goods may come are aware of such time limits and shall not supply the goods after such time limits have been exceeded. (iii) The Buyer will notify the Seller of any intended ap- plication of the goods other than that contemplat- ed in the information referred to in sub-section (i) above so as to enable the Seller to verify that the goods will be safe for use in such application. 14. Termination If the Buyer commits any breach of these conditions, or if in the opinion of the Seller, the financial standing of the Buyer becomes unsatisfactory, the Seller may, without prejudice to its other rights and remedies, terminate this contract and any other contract with the Buyer. The Seller shall also be entitled to require immediate payments for all goods delivered. In the event of termination under the provisions of this clause the Seller shall be relieved of all liability under this contract and any other contract so terminated. 15. Force Majeure In the event of war, invasion, act of foreign enemy, hostility (whether war has been declared or not). civil war, rebellion, revolution, insurrection or military or usurped powers, the Seller shall be relieved of liabilities incurred under the contract whatsoever and to the extent to which fulfilment of such obligations is presented, frustrated or impeded as a consequence of any such events or by status, rules, regulations, order or requisition issued by any Government Department, Council, or duly constituted authority, or from strikes, lock-outs, breakdown of plant or any other causes (whether or not like nature) beyond the Seller’s control. 16. Law and Arbitration (i) All contracts entered into by the Seller shall be subject to UAE Law (United Arab Emirates’ Law). (ii) In the event of any dispute between the parties the same shall be submitted to an appropriate arbitrator selected by the Seller. 17. General (i) Any notice to be given under these conditions may be delivered by hand, or sent by first class post, addressed to the party to be served at its regis- tered office for the time being or (if not a company) the address for the party giving the notice. Notices served by post shall (except where expressly provided otherwise) be deemed served on the second business day after the date of posting, ‘business day’ shall mean a day other than a Friday or Saturday or Statutory Public Holiday, (ii) No failure or delay by the Seller in exercising any of its rights under this contract shall operate as a waiver thereof. (iii) In the event that any of these conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforce- able in any way, such invalidity or unenforceability shall in no way impair or affect any of the other conditions hereof all of which shall remain in full force and effect. (iv) Clause headings are for ease of reference only and do not affect construction. 18. Warranty (i) Franke LLC’s products have the following warranty periods from the date of delivery: Std. SS Accessories (e.g. Rodan) – 5 years Taps and water controls – 2 years Hand dryers – 2 years depending on model (ii) For specific product warranty periods, Buyer should request from the Seller. 19. Retention of Title All goods delivered by the Seller will remain the Sell- er’s property until all debts owed to the Seller by the buyer, including any balances existing are settled. 159 BACK TO INDEX
