1. DEFINITIONS
- The expression "The Seller" shall mean Starlink Group, or its subsidiaries,associated companies, assign, trading styles and successors in title. The person / entity with whom the seller does business under these conditions being hereafter referred to as "The Buyer."
- “Products” means goods of services including but not limited to computer hardware and software items to be provided by the Seller to the Buyer in accordance with these terms.
- Third Party Software» means all software owned by or licensed to theBuyer from a third-party owner (whether or not supplied by Seller) and whichcomprises part of the Products.
2. GENERAL
All orders and contracts for the supply of materials and equipment are given on the terms and conditions printed below and subject to the Seller'sacceptance. Any general conditions of Buyer are herewith specificallyexcluded between the parties.
3. PRICES
Prices quoted by the seller are subject to change without notice, unlessotherwise noted. In any event, this quotation is subject to acceptance withinthirty (30) days from date of issue unless otherwise noted. Any change inquantities, partial release, delivery time or destination may incur a priceadjustment.
4. PURCHASE ORDERS
All Purchase Orders issued by the Buyer needs to be authorized bearing authorized signatures and company stamp. The Purchase Orders should be complete specifying all the prices, payment terms, delivery terms etc. However, if the Buyer has a policy of issuing computer generated Purchased Orders then such Purchase Orders must mention “This is a computergenerated document and hence does not bear any signature”. Further the Buyer undertakes to fulfill all the contractual obligations mentioned on such computer-generated Purchase Orders.
5. INDEPENDENT CONTRACTOR
The relationship between the Buyer and Seller is that of IndependentContractor. Neither party is the agent of each other, nor does neither party have any authority to make any obligation expressly or impliedly in the nameof the other party, without that party’s prior written consent for expresspurposes connected with the performance of this contract.
6. CANCELLATION AND RESCHEDULING
The Buyer will not be entitled to cancel or alter any purchase order.
7. TERMS OF PAYMENT
- Invoices will be raised and dated on the date of Dispatch of the Products.Unless otherwise specifically requested and agreed, invoices will be payableby the buyer as per the agreed payment terms or as per the official Starllink’squotation. For buyers where credit terms have not been established, paymentterms will be deemed as cash in advance. If partial consignments areinvoiced, payment shall be made for each individual consignment in accordance with the agreed terms of payment. If the Buyer do not pay theSeller in full by the due date Buyer must pay Seller penalty at the rate of 2%per month of the due balance, calculated (on a daily basis) from the due dateuntil the payment is made in full.
- Buyer must notify the seller in writing within seven days of the date of sellerinvoice of any errors (for example incorrect prices) in that invoice. If the buyerdoes not, the Seller will treat the buyer as accepting the accuracy of thatInvoice.
- If the Buyer has a credit account with the Seller, Seller may withdraw it orreduce the credit limit to cover any outstanding due payments at its solediscretion without any notice or prior consent from the Buyer
- All payments to be made by the Buyer will be made in full without any set-off, restriction or condition and without any deduction for or on account of anycounter claim.
- Unless otherwise specified and agreed upon, the face value of the order including shipping and insurance and all other handling and similar charges shall be paid in (U.S. dollars) with no deductions for cash discount, expenses, taxesor dues of any kind at the time of placing the order upon the Seller, in advance of shipment. Should the buyer wish to pay in UAE Dirhams, the rate to be appliedis 1 USD = 3.68 AED. Additional expenses incurred for the account of the Buyeror additional amounts payable due to increases in price or quantity shall be paid before shipment.
- Notwithstanding dispatch and the passing of risk in the Products to theBuyer and not withstanding due payments or any provision of these conditions, the title to the Products shall not pass to the Buyer until the Seller have received payment of the invoice amount in full. When all prices, taxesand charges due in respect of the Products have been paid in full title to theproducts only shall pass to the Buyer. This shall not affect at any time the entitlement of due payments to be paid to the Seller.
- Until the Buyer pay all sums due to the Seller in respect to the Productsand all other sums which are or which become due to the Seller from theBuyer on any account : all Products supplied to the Buyer will remain the Seller’s property
; all Products must be stored so that they are clearly identifiable as the Seller’s property ; The Buyer must insure all such Products for their full price against all risks to seller’s reasonable satisfaction and hold the policy on trust for the seller; and produce a copy of buyer’s insurance policy upon request ; The Buyer may use such Products and sell them in the ordinary course of its business at the best price reasonably obtainable in the Buyer’s business , but account to the Seller for the proceeds of sale but not if the Seller revoke that right (by informing the Buyer in writing) or the Buyer become insolvent.
- The Buyer’s right to sell or use the Products shall ceaseimmediately if the Buyer is in material breach of contract, a bankruptcy order is made against the Buyer or entered into liquidation, whether compulsory or voluntary, or made an arrangement with creditors or petition for anadministration order or have a Receiver or Manager appointed over all part of Buyer assets or generally become unable to pay the debts.
- The Buyer grants the Seller an irrevocable license at any time to enterany premises where the Products are or may be stored to inspect them or, where Buyer’s right to possession had ended, to recover them.
- Despite the Buyer’s retention of title to the Products, the Seller have theright to take legal proceedings to recover the price of Products supplied should the Buyer not pay the Seller in full by the due date.
- The Buyer is not entitled to pledge (or in any way charge by way ofsecurity for any indebtedness) any of the Products which remain the Seller’s property, but if the Buyer do so, all monies owing by the Buyer to the Seller shall (without prejudice to any other of our rights or remedies) immediately become due and payable.
- The Seller reserves the right to stop supplying the Products to the Buyer at any time and withdraw any credit facility provided to the Buyer. Payments to be made, by telex transfer, into the following StarLink’sbank account mentioned in the invoice.
8. PACKING
Except where otherwise contracted for, packing shall be that normally supplied bymanufacturers or by the Seller for underdeck ocean shipment for similar types of materials and equipment. Wood boxing, or special packing, will be furnished at extra charge to the Buyer
9. TAXES
Prices shown do not include any subsequent sales tax, excise, duties,withholding taxes or other government charge payable by Seller to anyauthority. Any such taxes now or hereafter imposed upon sales orshipments shall be for the order of the Buyer and shall be added to the purchase price. The Buyer agrees to reimburse Seller for any such tax,excise, duties, deductions or payments of whatsoever nature or provideSeller with an acceptable tax exemption certificate. The Invoice for the goods/services rendered to be settled in full by the Buyer without anydeductions.
10. DELIVERY
- All terms of delivery agreed by the parties shall be delivered andinterpreted according to Incoterms 2000 ( Ex-work) and as amended fromtime to time, except where specifically otherwise agreed in writing between the parties.
- Seller is not accountable for delays in delivery if caused by anylegislative, administrative, or executive law, order or regulation of theFederal Government or any State or Municipal Government or anysubdivision, department, agency, officer or official thereof, or if caused byforce majeure, including but not limited to, war, riots, labour conflicts, naturalcatastrophes, acts of God, strike, flood, fire, accidents, delays of carrier,inability to obtain suitable and sufficient labour or necessary supplies of rawmaterials or other unavoidable contingencies beyond the Sellers control.
- When such occurrences result in a significant over-running of the deliverytime quoted by Seller, Seller is entitled to adapt the prices, delivery dates and other conditions to the new situation. Should this adaptation not be acceptedby the Buyer, or not be possible due to other circumstances, Seller is entitledto withdraw from the contract and to invoice the expenditure incurred up tothe date of withdrawal.
- Factory shipment or delivery dates are the best estimates of our suppliersand are not binding. In no case shall the Seller be liable for any consequentialloss, or special damages arising from any cause.
- Delivery of the Products will be accepted at any time of day subsequent tonotification from the Seller. If Buyer fails to take delivery, or provide any necessary documents, the Products will be deemed to have been delivered and Seller may, without prejudice or its other rights, at Seller sole discretion:
a.store or arrange for storage for the Products until actual delivery or saleand charge Buyer for all related costs and expenses (including, withoutlimitation, storage and insurance); and/or :
From the time of the delivery of the Goods shall be at the risk of the buyer who shall be solely responsible for their custody and maintenance.
11. LABOUR CHARGES
Seller shall not be held liable for any labour charges other than those agreed upon in advance between themanufacturer and the Buyer of thematerials and equipment covered in this quotation.
12. SHIPMENT
Seller will, when specifically requested and upon full compensation for all expenses incurred, including storage, demurrage, handling charges and brokerage, undertake to arrange for the Buyer's account, for ocean or air shipment, insurance, shipping declarations, etc.
13. INSURANCE OF SHIPMENTS
- For all Ex-Warehouse the risk in the goods passes to the Buyer on handing over the goods by the Seller or his agent to the Buyer or his appointed agent. Insurance coverage will be the responsibility of the Buyer. This also shall apply in cases where the Seller at the request of the Buyer agrees to transport the goods to the Customer's Destination. In such cases the Buyer is responsible for insuring the goods.
- For C&F Shipments – the risk in the goods passes to the Buyer on handing over the goods by the Seller or his agent to the Buyer or his appointed agent. The insurance coverage will be the responsibility of the Buyer.
- For CIF Shipments - the risk in the goods passes to the Buyer once the goods are cleared by the Buyer. In such cases the Seller’s responsibility for shortages/damages/missing items ceases once the Buyer signs for clean receipt of the goods. Seller will not accept any liability unless the shortages/damages/missing items have been endorsed in the waybill by the delivery agent and informed to the Seller within 3 working days.
14. RETENTION OF TITLE
Notwithstanding dispatch and the passing of risk in the Products to the Buyer and not withstanding full payment of due amounts or any provision of these conditions, title shall remain with the Seller until Seller has received payment in full for all goods supplied to Buyer. In the event of payment not being made in time in accordance with these terms and conditions, the Seller is entitled without giving notice of default and without prejudice immediately to repossess the goods which are the Seller's property and to enter the buildings and/or sites where the goods are situated. This shall not affect at any time the entitlement of due payments to be paid to the Seller.
15. BUYER'S REQUIREMENTS
Material and equipment included in quotations are based on the Seller's interpretation of the Buyer's requirements which are subject to verification by Buyer or his representative. Seller shall not be liable for materials or equipment not conforming to the Buyer's requirements or additional costs if such are due to the fact that the information submitted to the Seller by Buyer did not correspond to the actual circumstances or was incomplete.
16. DEFECTIVE RETURNS POLICY
- Returns are subject to the following : (a) prior written authority having been obtained from seller which will be given at Seller’s sole discretion ; (b) the request for a return must be made via a Customer Return Authorization form (CRA form) with details of the products, quantity and the reason for return and the Products in question must be returned within 5 days of the authority to return ; (c) The Seller’s stock rotation privileges with the manufacturer ; (d) the products must be properly packed (original packaging) ; and (e) the Products must be in a saleablecondition.
The Seller reserves the right to reject any Products which do not comply with the terms set out above.
- Products are accompanied by Manufacturer’s warranty. Manufacturer reserves the right to change the warranty and service procedures set forth in such warranty or otherwise for Products not yet sold by Buyer at any time without liability to Buyer or to any other person by reason of any such change.
- Buyer shall advise the Seller of any defect in Products delivered hereunder within 14 days of the Invoice date and, without deduction or offset, upon obtaining prior authorization of the Seller, Buyer may return Products found to be defective for replacement as per return terms set forth. The Seller reserves the right to require Buyer to return defective Products directly to the Manufacturer for replacement in accordance with the Manufacturer’s policy for Product return.
- Buyer must pay return freight to either the Seller’s warehouse or the Manufacturer’s premises. The return freight will be borne by the Seller or the Manufacturer. An RMA (Return Material Authorization) number and be returned in a) Original packaging is required in all cases. b) re-saleable condition, complete and unused. Defective and DOA (Dead on Arrival) returns are tested, and Products found not to be defective will be returned to Buyer and charged freight for both inbound and outbound transit. Credit Memos will be issued for defective returns.
- Buyer shall bear the risk of loss or damage during transit and shall insure the same accordingly. Manufacturer shall not be obligated to repair or replace Products rendered defective in whole or in part, by causes external to the Products, such as, but limited to, in-transit damage, catastrophe, power failure or transients, over voltage on interface, environmental extremes, improper use, maintenance and application of Products, or use of unauthorized parts. Buyer is expected to insure or bear the losses due to above reasons.
17. WARRANTIES
All materials and equipment included in the Seller quotation are warranted only to the extent of the manufacturer's warranty. This warranty will be furnished on written request.
18. BUYER'S REMEDIES
Buyer's remedies for any defects in the materials and equipment covered by the Seller’s quotation are limited only to the express terms of the manufacturer's warranty and are subject to any exclusions and limitations contained in manufacturer's terms and conditions to Seller including, the time within warranty claims must be made and as to the amount or nature of damages which may be claimed. A copy of such terms and conditions will be furnished upon written request. In any event, seller shall not be liable for claims for consequential or special damages or for any expenses incurred by reason of the use, sale, fabrication, removing, returning or replacing of the materials or equipment covered by this quotation which are found to be defective. In addition, claims for shortages, other than loss in transit,must bemade in writing not more than five (5) days after receipt of shipment. Failure to deliver such notice in writing in due time to the Seller shall be deemed to be a waiver of all claims for such shortages. Finally, no material or equipment may be returned to the Seller without the written consent of the Seller and all material or equipment that is returned must be consigned insurance and carriage prepaid and packed in their original packing.
19. WAIVER
Unless otherwise specifically stated herein the failure of Seller and Buyer to insist upon the performance of any of the terms and conditions of this contract or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this contract.
20. MODIFICATION OF CONTRACT
No terms and conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in Buyer's purchase or shipping release forms or elsewhere, shall be binding on the Seller hereinafter unless made in writing and signed by its authorized representative.
21. DOCUMENTATION/SPECIFICATION
- Mention of a product in any catalogue or price list does not necessarily imply that the product is available for sale and the Seller reserves the right at all times to discontinue the sale of any product.
- Unless otherwise specifically stated, specification of the products shall be the Seller's standard specification for the country concerned in force at the time of the order. The Seller reserves the right to make any alterations in the specifications or design of any product. It also reserves the right to Group deliver products meeting the altered specification or design in fulfillment of any order for products of a previous specification or design, provided the altered products are not materially different from and are designed for the same purpose as the ordered products.
22. LIMITATION OF LIABILITY
The Seller shall not be liable to Buyer or any other party for any loss, damage, or injury which results from the use or application by Buyer or any other party of products and/or services delivered to Buyer. In no event shall the Seller be liable to the Buyer or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or non-performance under these terms and conditions, its employees, agents or sub-contractors, in excess of the net purchase price of the products and/or services actually delivered to and paid for by the Buyer hereunder. In no event shall the Seller. be liable to the Buyer or any other party for indirect, special or consequential damages, including but not limited to loss of goodwill, loss of anticipated profits, or other economic loss arising out of or in connection with Seller’s breach of, or failure to perform in accordance with, any of these terms and conditions. Buyer hereby expressly waives any and all claims for such damages.
23. COMPLIANCE WITH EXPORT CONTROL
- Buyer acknowledges that goods, services and software purchased from the Seller may be subject to export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Assets Controls. The buyer agrees to comply with these laws and regulations.
- Buyer undertakes not to export, re-export, or transfer any goods, software, or technology received from the Seller, either directly or indirectly without U.S. Government authorization: a) to any country subject to a U.S. trade embargo (including but not limited to Cuba, Iran, North Korea, Sudan and Syria subject to any update from the U.S. Government) or to any resident or national of any such country, or b) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. c) To any end-user engaged in activities related to weapons of mass destruction including but not limited to i) the design, development, production, or use of nuclear materials or facilities, or nuclear weapons; ii) the design, development, production, or use of missiles or support of missiles projects; and iii) the design, development, production, or use of chemical or biological weapons. d) agree not to sell transfer, or re-export the product listed above to, or for government end-users other than those of, or in: Austria, Australia, Belgium, Canada, Czech Republic, Cyprus, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom, United States without prior authorization from our local and US Government. e. agree not to supply encryption network services (e.g. running a virtual private network) using restricted products, to Government end-users other than those of, or in: Austria, Australia, Belgium, Canada, Czech Republic, Cyprus, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom, United States without prior authorization from our local and US Government. Agree to notify the current and subsequent consignees and end –users of foregoing conditions. Goods (items) are subject to applicable national or International Export Control Regulations. Authorization may be required due to the end user and/ or end use of the goods. Buyer undertakes to indemnify the Seller and Seller’s Supplier for all claims made against them for the Buyer’s failure to comply with the applicable Export Control procedures as detailed above.
24. GOVERNING LAW
These terms and conditions shall be interpreted in accordance with the laws of the United Arab Emirates and the Seller and the Buyer hereby consent to the jurisdiction of the Dubai Courts for any disputes or reference.
25. CONFIDENTIALITY
Each party agrees that all business, technical, financial and other information that is obtained from the other is the confidential property of the disclosing party (“Confidential Information” of the disclosing party). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing. Each party may disclose Confidential Information of the other to the receiving party’s parent company and affiliates, provided that employees receiving such Confidential Information are bound by Confidentiality obligations at least as restrictive as those contained herein. Upon request of the disclosing party, the receiving party will return to the disclosing party or destroy (and certify such destruction) all Confidential Information of such disclosing party, documents and media containing such Confidential Information and any all copies or extracts thereof.
26. FORCE MAJEURE
Neither party shall be liable to the other for a failure to perform any of its obligations under this Agreement, except for payment obligations due to circumstances beyond its reasonable control, provided such party notifies the other of the delay.
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