General Terms and Conditions
APPLICABILITY AND VARIATION
These Kool Koncepts general terms and conditions (the ‘Terms’) apply to all proposals, quotations, contracts or agreements issued or entered into by Kool Koncepts.
No variation to these Terms shall be applicable unless explicitly agreed in writing by an authorized Kool Koncepts representative.
These Terms shall take precedence over any other terms and conditions, in particular those which are referred to in any of the customer’s documents.
FORMATION OF CONTRACT
Unless explicitly stated otherwise, any proposal submitted by Kool Koncepts is valid for a period of 30 days from its date.
The contract will be formed only upon issuance of a written order acknowledgement by Kool Koncepts, or, if sooner, upon the execution of the order.
Unless agreed otherwise, prices are quoted EXW (Incoterms 2000), inclusive of standard domestic packaging for truck transport and shall be exclusive of VAT or any other applicable tax or duty which the customer will pay in addition to the prices.
Prices are valid for shipment of products or performance of services during the on-going calendar year. Kool Koncepts may apply a price indexation mechanism for shipment or performance in subsequent years.
Unless agreed otherwise, products are delivered EXW (Incoterms 2000) with standard domestic packaging for truck transport.
Delivery dates are estimates only and Kool Koncepts shall not be liable for any damages attributable to any delay or failure to deliver. In the event delivery is delayed beyond the acknowledged delivery date for any reason and at any time, Kool Koncepts shall advise the customer thereof as soon as practicable and provide a new estimated delivery date. The customer will have to notify the carrier and Kool Koncepts immediately of any damage detected or detectable upon delivery.
The customer must inform Kool Koncepts of any issues that might prevent the scheduled on-site delivery. If Kool Koncepts is unable to deliver the products to the customer for any reason attributable to the customer, the products will be deemed to have been delivered and Kool Koncepts may invoice and store the products until actual delivery and the customer will be liable for all related costs and expenses.
5.1 UNLESS AGREED IN THE QUOTATION BY KOOL KNCEPTS, PAYMENT TERMS WILL BE 100% ADVANCE AGAINST ORDER.
No payment shall be deemed to have been received until Kool Koncepts has received cleared funds.
The customer shall make all payments due without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
Kool Koncepts reserves the right to suspend warranty or further deliveries of products or performance of services under any contract with the customer in the event of late or non-payment.
Where amounts are not duly paid and without prejudice to any other right or remedy, Kool Koncepts will automatically and without any formal notification be entitled to levy interest at a rate of 1 % per month. When the customer after a formal notification fails to settle the outstanding amount, Kool Koncepts will automatically be entitled, to a fixed indemnity of 10% of the price in addition to the principal amount and interests thereon.
DEFERRAL AND CANCELLATION
Except with Kool Koncepts prior written agreement, the customer may not defer delivery or cancel, in whole or part, any contract. Such agreement shall be subject to the customer indemnifying Kool Koncepts in full against any loss (including loss of profit), costs, charges and other expenses incurred as a result of the deferral or cancellation.
Kool Koncepts reserves the right to cancel the contract in the event of non- or late payment.
Return of new and unused spare parts is only possible within one month after delivery, subject to Kool Koncepts prior written approval. When approved, credit notes will be issued at no more than 50% of the value of the so returned spare part compensating for Kool Koncepts re-stocking charges.
TRANSFER OF TITLE AND RISK
Risk in the products and all liability to third parties in respect thereof shall pass to the customer upon delivery in accordance with Article 4.1
To the extent allowed under applicable law, ownership of the products shall not pass to the customer until Kool Koncepts has received in full all sums due to it in respect of the products.
While the ownership of the products remains with Kool Koncepts, it may, subject to the customer not having fulfilled its payment obligations, take repossession of the products.
Until ownership has passed pursuant to Article 7.2, the customer shall not, unless otherwise agreed in writing, transfer ownership to a third party nor charge or encumber the products in any way and maintain the products in satisfactory condition insured on Kool Koncepts behalf for their full price.
WARRANTY – HERE YOU NEED TO MENTION WHAT WARRANTY IS GIVEN. I DO NOT KNOW OF THE CONDITIONS HERE.
The warranty will not apply to:
a) Consumable parts including, without limitation, filters, oil and v-belts.
b) Normal wear and tear, corrosion, erosion or loss of refrigerant;
c) Products which are damaged by a third party during the installation or commissioning;
If a product does not conform to this warranty, Kool Koncepts shall at its sole option repair or replace such product (or the defective part thereof), or if the products (or defective part thereof) cannot be repaired or replaced for any reason, refund the Price of such products, provided that, if Kool Koncepts so requests, the customer returns the product to Kool Koncepts. Any product returned to Kool Koncepts which cannot be repaired will belong to Kool Koncepts. Replacement products (or parts) will be delivered EXW (Incoterms 2000). Freight and return costs of defective, repaired or replacement products (or parts) will be borne by customer. When products (or parts) are repaired on site, Iabour costs, as well as travel and residence expenses incurred by Kool Koncepts are borne by the customer as per Kool Koncepts then applicable labour rates.
Kool Koncepts Parts shall be warranted for 6 months from the date of shipment to be free from defects of material and workmanship.
The customer will inform Kool Koncepts in writing of any defect or deficiency in the products or services within 2 weeks of the time such defect or deficiency becomes apparent, in absence of which the customer forfeits its rights under the warranty.
In the event of a warranty claim, Kool Koncepts has the right to inspect the products.
Once complied with this Article, Kool Koncepts shall have no further liability for a breach of warranty in respect of such products.
Kool Koncepts reserves the right to defer the delivery date or to cancel the contract in whole or in part, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control, including (without limitation) acts of God, accidents, compliance with any law, regulation or other government order (whether or not valid), war or national emergency, riots, fire, industrial action, shortages of labour, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. If the force majeure event continues for a continuous period in excess of 6 months, either party shall be entitled to terminate the contract.
LIMITATION OF LIABILITY
Unless otherwise provided for by mandatory provision of applicable law, Kool Koncepts total liability for direct damages, if and when established, shall be limited to the price of such products. Kool Koncepts shall be under no liability to the customer for any consequential damage or indirect damage, including but not limited to loss of profit, costs of unloading, crane and personnel availability, loss of refrigeration.
Kool Koncepts shall not be responsible for any consequence arising of or resulting from the use of incomplete or incorrect information communicated by the customer to Kool Koncepts.
LAW AND JURISDICTION
All Contracts are governed by UAE law.
Parties will refer any dispute to the exclusive jurisdiction of the Courts of UAE
If any provision of the Terms is found by any court to be wholly or partly illegal, invalid or unenforceable it shall to the extent of such illegality, invalidity or unenforceability be deemed severable and the remaining provisions of the Terms shall continue in full force and effect.
Failure or delay by Kool Koncepts in enforcing or partially enforcing any provision of the Terms will not be construed as a waiver of any of its rights under the Terms.