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Terms and Conditions of Sale
These terms and conditions(“Agreement”) govern the sale of Products (defined hereinafter) by the Seller (defined hereinafter) to the Buyer (defined hereinafter) from the Seller’s website, showrooms or any other digital platform (“Store”). This Agreement takes precedence over Buyer’s terms and conditions set out in the Order (defined hereinafter) or any other document issued by the Buyer. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Seller’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. Buyer’s acceptance of the Products from the Seller or Buyer’s payments for the Products or Buyer’s signing of this Agreement (whichever is earlier) shall be deemed to constitute acceptance of the terms of this Agreement.
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them as follows:
Buyer means the person who or the entity which issues the Order (in whatever form) to the Seller.
Order means an order for products issued by the Buyer to the Seller in writing.
Order Acceptance means an instrument in any form and under any title issued by the Seller to the Buyer confirming that the Products from the Order, their quantity and price which the Seller shall sell to the Buyer.
Products means the products set out in the Order Acceptance form that the Seller has agreed to supply to the Buyer.
Seller means any company under Sanipex Group which includes without limitation Sanipex S.A., Sanipex FZE, Bagno Design LLC, Aquazone LLC, Sanipex Abu Dhabi LLC, Sanipex Qatar LLC, Sanipex Oman LLC, Sanipex (UK) Limited, Bagno Design Limited, Aquazone Limited, Sanipex Ireland Limited, Sanipex Italy SRL, Aquaeco Limited, Central Asia (Holdings) Limited and all subsidiaries of each of the above companies (that may exist from time to time). Reference to Sanipex Group Companies shall include all the above Companies and their subsidiaries.
2.1 Display of Products on Seller’s website is an invitation and not an offer to sell the Products to the Buyer. Any quotations or estimates or tenders issued by the Seller shall be non-binding and shall not be construed as a binding contract between the Parties.
2.2 All Orders placed by Buyer are subject to acceptance by Seller.
2.3 All Orders must specify the Product details, unit quantities and expected delivery dates of the Products that the Buyer intends to purchase.
2.4 The Buyer acknowledges that:
i. the Product specification may vary as per industry standards and that such variations shall not be construed as breach of this Agreement.
ii. by placing an Order the Buyer warrants that the Buyer is legally capable of entering into a binding contract.
iii. the Seller may limit the maximum number of Products that the Buyer can purchase through Seller’s website.
3. ORDER ACCEPTANCE
3.1 All Orders placed by the Buyer are subject to acceptance by the Seller in its sole discretion.
3.2 Orders accepted by the Seller will be notified to the Buyer in writing i.e. by email and/or by sms.
3.3 If for any reason the Seller is unable to accept an Order (completely or partially), the Seller shall cancel the Order and will inform the Buyer in writing or through a call. If the Buyer has paid price of the Product in advance, the Seller shall refund the entire amount in accordance with clause 9.3 below.
3.4 The Seller shall not be responsible if the Buyer does not receive Order Confirmation due to incorrect mobile number or email id provided by the Buyer to the Seller.
4. EFFECTIVE DATE
4.1 This Agreement shall become effective and a binding contract between the parties on the date Seller issues the Order Acceptance (the “Effective Date“). If the details or quantities of the Products described in the Seller’s quotation differ from those set out in the Order Acceptance the latter shall apply.
5.1 Prices shall be as specified in the Order Acceptance.
5.2 Vat shall be paid by the Buyer in addition to the price of Products.
6.1 The Buyer shall pay price of Products in advance in the manner acceptable to the Seller i.e by cash or card. If the Seller accepts cheque for products sold through Seller’s showroom, Products will be delivered upon receipt of funds in the Seller’s bank account.
6.2 In case of payment by credit or debit card, the Buyer authorises the Seller and its third-party payment processor to process the Seller’s credit/debit card details for the amount of Order.
6.3 All credit/debit card payments are subject to validation by the issuer of such credit/debit card. If the issuer of Buyer’s card refuses to authorise payment, Seller will cancel the Order and contact the Buyer for an alternative method of payment. Seller cannot be held responsible if this should result in a delay in dispatching the Products.
7.1 Seller shall make endeavours to deliver Products within the timelines and at the location set out in the Order Acceptance. Seller may charge for delivery of Product to the Buyer’s location as per its then prevailing policy.
7.2 All periods stated for delivery shall be estimates only and shall not construe as binding contractual obligations of the Seller. The Buyer shall not decline any delayed deliveries.
7.3 If the Seller cannot deliver the Products at the location set out in the Order Acceptance, due to unavailability of the Buyer, Seller shall notify the Buyer and Parties shall agree on alternative date for re-deliver. If, despite Seller’s reasonable efforts, the Seller is unable to contact the Buyer or re-arrange delivery or collection within 7 days from the delivery date set out in the Order Acceptance, Seller shall cancel the Order.
7.4 At the time of delivery, Seller may, at its sole discretion, request the Buyer to present proof of identification and/or credit card. If the Seller is unable to verify or authenticate any information that has been provided by the Buyer, Seller has the right to refuse delivery and cancel the Order.
8. RISK & TITLE
8.1 Title and Risk of loss of or damage to the Products shall pass to Buyer upon delivery of Products to the Buyer. Buyer shall be responsible for insurance of the Products after risk has so passed to it.
8.2 Time for payment of price of the Products is of essence.
9. RETURN, EXCHANGES AND REFUND
9.1 Return & Exchange
9.1.1 Notwithstanding anything contained elsewhere, no products can be returned or exchanged except Products sold by the Seller through Store. Products purchased by the Buyer through Seller’s Store may be returned or exchanged within 30 days calendar days from the delivery date. This shall exclude:
i. Products sold for trade/projects
ii. Customised Products
iii. Products specially ordered for the Buyer
iv. Products sold during promotion
9.1.2 Products returned or exchanged shall be:
i. in perfect saleable conditions, in their original packaging and in unused condition except if approved for failure analysis/warranty evaluation by the Seller’s representative.
ii. accompanied with copy of invoice and delivery note.
9.1.3 Minimum quantity of tiles returned should be 5sq.m or 2 boxes.
9.2 Damaged Products
9.2.1 The Buyer shall forthwith upon acceptance of delivery of Products, inspect them and verify:
i. Any apparent breakages, damages or order discrepancies visible to the naked eyes and
ii. Any shortages or excess deliveries.
The Buyer shall record the above on the delivery note and forthwith return all damaged Products or the excess quantities to the Seller’s representative. Unless the Seller has shipped the Products to the Buyer’s location, the Seller shall not be liable for Products damaged during transportation.
9.2.2 In cases where the damages/defects are not apparent, the Buyer shall inform the Seller of such damages/defects no later than 48 hours from the time of delivery. The Seller should be entitled to inspect such damaged/defective Products.
9.2.3 Damage claims for mirrors will not be accepted if reported later than 48 hours after delivery.
9.3.1 The Seller shall refund price of the returned Products subject to deduction of Restocking Fee, Collection Fee and Repackaging fee in accordance with its then prevailing refund policy.
9.3.2 The refund price shall be paid by the Seller to the buyer depending on the method the Buyer used for payment, as follows:
i. if the Buyer paid by cash on delivery, Seller will issue a refund by cash or issue a credit note as per its then prevailing policy; or
ii. if the Buyer paid by credit/debit card, the refund price will be credited back to the Buyer’s credit/debit card.
9.4.1 The Buyer acknowledges that the Seller does not provide any installation services for Products. The Seller shall not be liable for damages resulting from faulty installation or any damages caused to the Products during installation.
10. FORCE MAJEURE
10.1 The Seller shall not be liable for any loss or damage caused to the Buyer due to non-performance or delay in the performance of any of its obligations to the Buyer due to act of God, war, acts of terrorism, fire, floods, civil disturbance, government action, traffic or shipping disturbances, unforeseeable reduced production, strike, lock out, unforeseeable shortages of labor or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining materials/utilities/supplies, breakdown in machinery, fire or accident or any other causes whatsoever beyond the control of the Seller. Should any such event occur the Seller reserves the right to cancel or suspend this Agreement without incurring any liability for any loss or damage thereby occasioned.
11.1 Subject to the conditions set out below the Seller warrants that it will make commercially reasonable endeavours to ensure that at the time of delivery, the Products correspond:
11.1.1 with any sample of the Products shared with the Buyer, if the Products are purchased from Seller’s showroom.
11.1.2 with the description, specification and particulars of the Products contained on the Seller’s website valid on the date the Products were ordered and upon which the Buyer shows it relied and
11.1.3 any additional description, specification or particulars shared by the Buyer in writing with the Seller.
11.2 Notwithstanding anything contained in this Agreement, the Seller shall not be liable:
11.2.1 for any defect arising from fair wear and tear, damage, negligence, abnormal conditions of working or of use, failure to follow the Seller’s instructions (whether oral or in writing) or misuse of the Products.
11.2.2 under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the Buyer as per terms of this Agreement.
11.2.3 if the Products suffer from colour or other minor variances or irregularities which habitually occur in Products manufactured by the process used by the Seller or its suppliers or such variances are known in the industry.
11.2.4 for any claims made after expiry of 15 days from the date of delivery of Products (unless otherwise expressly set out herein.
11.3 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. LIMITATION OF LIABILITY
12.1 Supplier’s maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions, arising in or by virtue of breach of Agreement, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights or otherwise, shall in no circumstances exceed a sum equal to the total price of the Product.
13. COMPLIANCE WITH LAWS
13.1 From the date of delivery, Buyer shall be solely responsible for complying with all applicable laws, rules, regulations and orders of any authority that may be prevailing in any country in relation the Products.
14.1 Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Agreement forthwith, wholly or partly, by notice in writing to Buyer, if the Buyer is in default of any of its obligations under the Agreement.
15. GOVERNING LAW AND JURISDICTION
15.1 This Agreement shall be governed by the laws of Dubai, U.A.E and the courts in Dubai U.A.E shall have exclusive jurisdiction.
16.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
16.2 If any clause, sub-clause or other provision of the Agreement is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Agreement.
16.3 Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.
16.4 All notices and claims in connection with the Agreement must be in writing.
16.5 All measurements are approximate.
16.6 The reproduction of colours is as accurate as the photographic and production process will reasonably allow. Seller does guarantee that the photographs are exact samples.
16.7 In case of tiles, there may be variation in colour shade and caliber of different batches. The Buyer is therefore advised to order sufficient number of tiles as any subsequent Orders may not be from the same batch as the Buyer’s original purchase thereby leading to variation.