Welcome to AMIT!

1. General Provisions

1.1 These General Terms and Conditions of Business (“Conditions”) apply to all contracts for goods and/or services (“Contract”) entered into by AMIT Marine Services (AMS-FZE) (“the Company”) and the customer (“Customer”). These Conditions also apply to any ancillary services (e.g., inspection, maintenance, repair, modification, modernization, assembly, installation, and supervision of operations) provided by the Company under any such Contract. Collectively, these primary and ancillary services are referred to as “Services.”

1.2 These Conditions become an integral part of every Contract when an order is placed by the Customer, or a Contract is concluded between the Customer and the Company unless other conditions have been expressly agreed upon in writing by both parties.

1.3 Any other general terms and conditions of the Customer or third parties that deviate from these Conditions are expressly invalidated. Alternative terms and conditions shall be binding only if they have been expressly accepted in writing by appropriately authorized personnel of the Company.

1.4 Related verbal agreements, subsequent amendments, acceptance of the Customer’s terms and conditions, and any warranties are invalid unless confirmed in writing by the Company. The Customer bears the risk of misunderstandings resulting from orders or instructions sent by telegram, telefax, or telephone.

1.5 Each party represents and warrants to the other that it has the power to enter into, perform, and deliver, and has taken all necessary actions to authorize its entry into these Conditions and any Contract hereunder.

2. Offers/Conclusion of Contracts

2.1 Offers from the Company are designed exclusively for customers engaged in business or autonomous commercial activities, including private persons, legal entities, or private companies with legal capacity. These General Terms and Conditions apply exclusively to such customers.

2.2 Quotations provided by the Company are non-binding and subject to change unless given in writing and explicitly stated as binding. The Company retains all rights, title, and interest in any intellectual property related to quotes, samples, cost estimates, drawings, technical information, and other documents. The Customer will not disclose such documentation to any third parties without prior written consent from the Company. The Company is bound to a binding estimate for a period of one (1) month from the date of the estimate. If more effort is required than estimated, the total of the binding estimate may be exceeded by up to 15% without notification.

2.3 Any purchase orders and related documents for the purchase of goods and services (“Orders”) from the Customer will only be effective on the date accepted in writing by the Company. The Order will include the technical and commercial terms found in the Company’s quotation, including these Conditions. Verbal agreements are not valid unless confirmed in writing. The agreement will be deemed concluded by and on the written confirmation of the order by the Company. Unless the Customer objects without delay to any deviations from the order, such written confirmation shall be the only and entire agreement.

2.4 These Conditions apply exclusively to each Contract. The parties have agreed that these Conditions will exclusively control their relationship concerning each Contract for goods and/or services. Acceptance by the Company of an Order, or the Customer’s acceptance of the Company’s quotation, is expressly limited to and conditioned upon the Customer’s acceptance of these Conditions, payment for, or acceptance of any performance by the Company constituting the Customer’s acceptance. These Conditions may not be changed or superseded by any different or additional terms and conditions proposed by the Customer to which the Company hereby objects. No variation, amendment, or addition to these Conditions will be effective unless it is in writing and signed by both parties.  

2.5 Blueprints, dimensions, weights, or other performance specifications are only binding when expressly approved by the Company. If articles are to be produced by the Company based on blueprints supplied by the Customer, the blueprints created by the Company and approved by the Customer shall be considered definitive. If the Customer has approved blueprints or samples, permissible deviations from the former are to be separately agreed upon; any additional costs thereby incurred shall be borne by the Customer.

2.6 Tools and devices produced by the Company shall remain the property of the Company irrespective of how the related costs are apportioned. The Company is obligated to retain any tools for a full three years after the last delivery to the Customer. If the Customer gives binding notice before the expiry of this period that further orders for delivery will be placed within a year, The Company is also obligated to retain the tools in question for this period. Otherwise, the Company shall be permitted to dispose of the tools and devices at its own discretion.

2.7 The assignment of any rights and obligations of the Customer arising from the contract to any third party requires the prior written consent of the Company.

2.8 The Company reserves the right to modify and/or modernize the installed/repaired item as long as it is not essentially altered, particularly the installation interfaces.

2.9 The Company is entitled to perform tests and trial runs, as well as to have them performed by the Customer.

3. Prices and Payment

3.1 All the Company’s prices are quoted in UAE Dirhams, exclusive of VAT at the current statutory rate unless otherwise specified. The Company accepts no responsibility for obvious spelling, arithmetical, printing errors, or other errors in its price list. The agreed prices applicable on the date of the order confirmation shall apply. The Company reserves the right to require the Customer to make an advance payment on the estimated costs before the departure of the Company personnel from their starting point or before the work is started at the Company’s facilities.

3.2 All prices are quoted ex-works, excluding shipping and transport. Any costs incurred for transport and/or transport insurance, as well as costs for travel, accommodation, board for personnel, packing, insurance, customs duty, consular certificates, certificates of origin, or any other costs, shall be borne by the Customer. Charges imposed by public authorities (taxes, fees, customs duties) incurred as a result of shipping the goods internationally are also payable by the Customer.

3.3 Invoices are payable within thirty (30) days of the invoice date and are to be paid in full and charge-free to the account nominated by the Company. Cheques and bills of exchange shall be accepted on account only, and payment by bill of exchange is subject to the Company’s approval. No interest will be paid on advance payments. Payment is to be made without discount or any other deduction within 14 days of receipt of the final invoice.  

3.4 In the event of a delay in payment, the Company shall be entitled to claim interest on the outstanding payment at the statutory rate or at the rate of 8%, or 3% above the official EIBOR rate of the UAE Central Bank, whichever is higher. The EIBOR rate upon which interest is based will be replaced by the EIBOR interest rate officially announced on the first day of each subsequent interest period. The Company may also require prepayment before supplying any further deliveries and services to the Customer.

3.5 The Customer is only entitled to withhold payments on the basis of any claims arising from the same contractual relationship. The Customer is only entitled to set off debts against claims of the Company if the Customer’s counterclaim is uncontested or legally enforceable.

3.6 The Company is entitled to appropriate additional payment (even in cases where a fixed price is agreed upon) in those cases where: (a) the Customer requests changes in technical specifications or timeframes for delivery/performance after the Contract has been formed and/or (b) new technical specifications, regulations, and/or standards must be complied with, which were not applicable at the time the Contract was originally entered into. In the event of changes in the price of materials, labor costs, freight charges, or other cost factors, the Company reserves the right to adjust prices, accordingly, provided there is a period of at least three (3) months between the date the Contract is concluded and the delivery date, and a fixed price has not been agreed upon.

3.7 The Customer will make all payments without any deduction unless applicable law requires a tax deduction to be made. If a tax deduction is required by the applicable law to be made by the Customer, the Customer will: (a) increase the amount of the payment to an amount which (after making the tax deduction) leaves an amount paid free and clear of tax equal to the payment which would have been due if no tax deduction had been required; (b) make the minimum tax deduction allowed by law, and make any payment required in connection with it within the time allowed; and (c) deliver to the Company an official receipt or other evidence satisfactory to the Company that the tax deduction has been made or, as applicable, any appropriate payment has been paid to the relevant taxing authority.

3.8 The Customer will indemnify the Company against any loss or liability that the Company may suffer or incur (directly or indirectly) for or on account of tax, which arises as a result of or is attributable to a payment received or receivable from the Customer under a Contract. This does not apply to any tax assessed on the Company under the laws of its jurisdiction of incorporation if that tax is imposed on or calculated by reference to its net income, profits, or gains.

3.9 Account statements will be regarded as accepted unless they are disputed in writing within two (2) weeks after receipt.

4.Delivery

4.1 Delivery dates and periods are not binding unless expressly agreed upon in writing by the Company.

4.2 The risk of accidental loss or damage to the goods is transferred to the Customer as soon as the shipment is handed over to the carrier responsible for delivery. The costs of delivery shall be borne by the Customer.

4.3 The Company shall be released from the binding obligation to supply within agreed periods or by agreed dates in cases of force majeure. Force majeure events include, but are not limited to, war, riots, operational disruptions, strikes, lock-outs, official or judicial injunctions, or problems in acquiring materials, even if such events directly affect the Company’s suppliers. Should a related delay be longer than six (6) months, both parties shall be entitled to rescind the Contract, and the Company shall be relieved of any liability owed to the Customer thereunder.

4.4 The Company is entitled to make part deliveries or provide part performance of services unless the Customer cannot be reasonably expected to accept these due to the non-usability of the part delivery or part performance.

4.5 Should the Customer excessively delay acceptance of a shipment or violate its contractual obligations to actively cooperate with the Company, the Company shall be entitled to demand compensation for any consequential losses and additional expenses incurred as a result. In this case, the risk of accidental loss or deterioration of the shipment is transferred to the Customer at that point in time at which the Customer is in default of acceptance.

4.6 In the event of delays caused by the Customer, such as failing to provide necessary information, approvals, or access to facilities, the Company reserves the right to reasonably extend the delivery period. The Customer shall reimburse the costs incurred for storage as of the second month of the delay. If the Goods are stored at the Company’s expense, the reimbursement shall be 0.5% of the value of the delayed goods per month.

4.7 If a specific delivery period has been agreed upon and the Customer can demonstrate that the delivery is more than six (6) weeks overdue, solely due to the Company’s responsibility, and not due to causes beyond the Company’s control, the Customer shall be entitled to a late delivery charge. This charge will be 0.05% of the purchase price for the delayed component per calendar week, up to a maximum of 2.5% of the purchase price for such delayed component. This late delivery charge shall be the Customer’s sole and exclusive remedy in the event of a late delivery by the Company.

4.8 The Company reserves the right to supply the Customer with different goods of a similar type or design within the bounds of what is reasonable if the type or design ordered is no longer in production as of the planned delivery date. The Company is under no obligation to deliver the Goods originally ordered or to pay indirect, incidental, consequential, or compensatory damages for non-performance.

5. Warranty

5.1 The limitation period for claims relating to defects is one (1) year. This period commences on the date of shipment, i.e., the date of acceptance by the purchaser. This limitation does not apply to claims arising as a result of death, physical injury, or damage to health caused by intentional or grossly negligent violations of obligations by the Company, its legal representatives, or agents, and other claims for damages that arise due to intentional or grossly negligent violations of obligations by the Company, its legal representatives, or agents.

5.2 The Company warrants the Customer that at the time risk of loss passes to the Customer, the Goods will be free of defects in material and workmanship in accordance with the specifications. Any such Limited Warranty is incorporated herein by reference in its entirety to the extent and with the same force as if fully set forth herein (“Limited Warranty”).

5.3 In the event a Limited Warranty is not provided, the Company warrants to the Customer that at the time risk of loss passes to the Customer, the Goods supplied will be free of defects in material and workmanship in accordance with the specification for a period of six (6) months from commissioning, but in any case, no longer than twelve (12) months after the Goods have shipped from the Company’s facility (“Limited Warranty Period”). Any nonconformity to the foregoing is defined herein as a Warrantable Defect.

5.4 The warranty does not extend to the rectification of defects arising from inappropriate modifications made by the Customer or failure to comply with the operating and installation instructions.

5.5 The Company warrants that the work performed and/or goods supplied will be free from defects for a period of six (6) months from the date the goods are put into/returned to service, but no longer than twelve (12) months after notification of readiness for shipment or conclusion of the work on-site.

5.6 This warranty will not apply if deficiencies or damage were caused by: a) Normal wear and tear, incorrect handling, storage or installation, inadequate corrosion protection, the use of force, chemical, electrical, or other damaging influences; b) Modifications made by the installation or mounting of parts not supplied by the Company, unless the Customer can prove to the Company’s satisfaction that the deficiency did not result from such modification; c) The Customer not complying with the Company’s instructions for operation, maintenance, and/or fluids and lubricants; d) The installed/repaired item being used for purposes other than those agreed upon; e) The installed/repaired item being used under unusual conditions not disclosed to the Company in writing at the time the order was placed.      

5.7 If the Company acknowledges a deficiency under this warranty, the following stipulations apply: a) the Company will, at its discretion, repair or replace any deficient parts that suffer consequential damage due to proper handling, either at its factory, a workshop named by the Company or at the operating site. b) If it is unreasonable to have the defect corrected by the Company or an authorized workshop, the Customer may correct the deficiency, subject to prior approval by the Company, and will be reimbursed for the costs that would have been incurred by the Company if it had corrected the deficiency itself. c) If a repair is performed at the factory or by an authorized workshop, the Company will reimburse the Customer for the shipping charges for the deficient part(s) by the least-expensive method, initially paid by the Customer. This also applies if parts are replaced, and the Company requires that the deficient part(s) be sent to the Company. d) If a deficiency is corrected on-site, any personnel and/or equipment required by the Company personnel are to be provided by the Customer free of charge. e) the Company will bear the cost of shipment for repaired or replaced parts via the least-expensive method and the reasonable cost of removing and installing parts from the installed/repaired item, in the amount that such costs would have been incurred for removal/installation at the Company factory.

5.8 Parts which are replaced become the property of the Company. Any parts that have been repaired or replaced will be warranted until the original warranty period for the respective installed/repaired item expires.

5.9 The Customer will have a right to terminate the contract or reduce the purchase price only if the Company fails to correct the deficiency after repeated attempts.

5.10 In cases where a deficiency concerns a part of the installed/repaired item not manufactured by the Company, the warranty is limited to the assignment of any rights to claim against the supplier of such parts.

5.11 Any warranty of fitness for purpose will apply only if explicitly confirmed in writing. If no such confirmation is given, the provisions above apply accordingly.

5.12 If a customer complaint is not covered by the warranty, the Customer is to take back any parts or the installed/repaired item itself without delay and bear the cost of shipping in both directions, as well as any additional expenses incurred in the clarification of the complaint.

6. Liability

6.1 The Company assumes unlimited liability under the statutory provisions for any harm to life, limb, and health that occurs as a result of negligence or intentional violation of obligations by the Company, its legal representatives, or agents.

6.2 For claims not covered by section 6.1 that arise from intentional or grossly negligent violations of contractual obligations or malice aforethought by the Company, its legal representatives, or agents, the Company’s liability shall be limited to that specified in the statutory provisions.

6.3 In the case of claims arising from the absence of a guaranteed property that is not a direct characteristic of a product, the Company shall be liable only if the related risk is obviously covered by the quality warranty.

6.4 The Company shall be liable for all claims that arise from minor negligence on its part, insofar as the claim relates to the infringement of entitlements that are to be extended to the Customer in accordance with the contents and purpose of the contract and/or to the infringement of obligations without whose proper fulfilment the contract cannot be performed and whose observance the Customer would and can normally expect (cardinal obligations).

6.5 The Company accepts no liability for any other claims, irrespective of the legal nature of the claim. In particular, the Company accepts no liability for consequential losses, lost profits, pecuniary losses, and other losses not directly related to the products themselves, provided that these do not arise from intentional or grossly negligent violations of obligations by the Company, its agents, or legal representatives.

6.6 If an article is produced by the Company based on a template or blueprint supplied by the Customer, the Customer shall be solely liable for any infringement of the rights of third parties that result from the marketing of said article. If claims are lodged against the Company by a third party in connection with an article produced by the Company based on a template or blueprint supplied by the Customer, the Customer shall assume, on first demand, all liability on behalf of the Company for such claims.

6.7 The Customer will indemnify the Company against all losses incurred by the Company in connection with any third-party claims that arise out of or in connection with the performance (or non-performance) by the Company of its obligations under these Conditions or any Contract.

6.8 Except where expressly specified in these Conditions, the Company will not be liable to the Customer for any of the following losses or damages: (a) loss of profit, interest, goodwill, business opportunity, business, revenue, anticipated savings, loss of use of the Goods, downtime costs, cost of capital, or costs of substitute equipment, facilities, and services; (b) damage to reputation; and (c) indirect, incidental, special, punitive, or consequential losses, even if they were foreseeable and despite the Company being advised of the possibility that they were in the contemplation of the Customer.

6.9 The following limitations apply to the liability of the Company and the personal liability of its employees and other persons fulfilling its obligations, irrespective of any legal grounds (whether contractual or non-contractual): a) For gross or culpable negligence, the Company will not be liable for any amount exceeding AED 300,000 per claim. b) In the event of culpable negligence, the Company will not be liable to the Customer for compensation that can be obtained through the Customer’s insurance (e.g., insurance for machines, assembly, natural forces, interruption of operation or transport), nor will loss of use or profit be compensated.

6.10 The Customer is obligated to advise the Company in writing without delay of any damage or loss to be borne by the Company, or to have the Company assess such loss or damage.

7. Retention of Title

7.1 All shipments and services provided by the Company are subject to retention of title. The Company retains title to the goods until all its claims against the Customer have been settled.

7.2 The Customer is entitled to resell the goods as part of its normal business activities. However, the Customer must assign to the Company – insofar as legally permitted – all entitlements resulting from the resale to their full extent by way of security.

7.3 The Customer is revocably empowered to collect the entitlements assigned to the Company for the account of the Company in its name. This right of collection can only be revoked if the Customer fails to fulfil its payment obligations in an orderly fashion. the Company is obliged to release the securities to which it is entitled when their value exceeds that of the entitlements to be secured by more than 20%, assuming that these entitlements have not yet been met.

7.4 The Company is entitled to notify the debtor of the assignment of entitlements in writing. The Customer is also obligated to do so should the Company request. If the goods subject to retention of title are impounded, the Customer shall immediately notify the Company and inform the relevant third parties of the Company’s entitlements, providing all necessary documentation to enforce these entitlements. The costs incurred by the Company as a result of the impounding of goods shall be borne by the Customer.

7.5 Any processing or modification of such products by the Customer shall be considered to be performed on behalf of the Company. If such products are processed together with other products that do not belong to the Company, the Company shall acquire co-ownership of the resultant new article in the proportion which the value of the product represents in comparison with the value of the other products at the time of processing. Otherwise, the same requirements shall apply to resultant products as apply to articles for which the Company retains the title.  

7.6 The Customer also assigns all claims against third parties to the Company that result from the installation of the product on the premises.

7.7 The Company reserves all rights of ownership and copyrights to illustrations, drawings, calculations, and other documentation; these may not be made available to third parties. This applies in particular to such written documents that are marked as “confidential.” The Customer must obtain the Company’s express written agreement before making these available to third parties.

7.8 The Company has a right of retention and a lien on any items received in connection with an order, and a lien can also be asserted for debts arising from previous work and/or deliveries and for other debts in connection with the business relationship. A right of retention and a lien is deemed agreed upon in the event that any item owned by the Customer comes into the Company’s possession at a later date if the Company is still entitled to payment out of the business relationship.

7.9 If the Company wishes to make use of the right to sell any item in which it has a possessory lien, it will be sufficient for the Company to give warning of the intended sale by sending a written notice to the Customer’s last known address.

7.10 The Company is entitled to set off its claims against claims of the Customer on the Company’s affiliates and related entities. The same does not apply to setting claims of these entities against the Customer’s claims on the Company. If bankruptcy or settlement proceedings are instituted against the Customer, such setoff will also be effected in cases defined by the applicable bankruptcy laws.

8. Export Controls

8.1 If a license is required before certain products can be exported, the Customer is solely responsible for obtaining the export license and for the associated costs. The Customer undertakes to observe and respect the export regulations of the respective countries of export.

8.2 The supply of Goods and Services by the Company is subject to its permissibility under national and international export control provisions and the procurement of any export license that may be required. To that extent, the Customer undertakes to provide all necessary information and documentation, and any final destination declaration that may be required, at least six (6) months before delivery. Delayed cooperation on the part of the Customer or delays in the approval procedure shall entitle the Company to postpone the delivery dates accordingly. Should an export license not be granted, the Company shall be entitled to terminate the Contract. the Company shall not be liable to the Customer for compensation or damages as a result of a delay or termination under this clause.

8.3 In the event that the Goods are resold by the Customer, the Customer shall be responsible for compliance with the requirements of the applicable international and/or local foreign trade regulations.

8.4 The Customer acknowledges that any information, goods, parts, or materials provided to or received by it in relation to these Conditions or a Contract may be subject to export control laws and regulations. The Customer warrants and undertakes it will not use or permit the use of, export, or transfer (by any means, electronic means or otherwise), any information or goods which are subject to export control laws and regulations without fully complying with the same, including all codes of conduct, relevant export license(s), guidelines, notices, and instructions, and all requests and requirements of the Company.

9. Place of Performance and Jurisdiction / Applicable Law

9.1 This Agreement shall be governed by and construed in accordance with the laws and regulations in force from time to time in the United Arab Emirates.

9.2. Any dispute arising out of or in connection with the formation, performance, interpretation, nullification, termination or invalidation of this Agreement, in any manner whatsoever, shall be heard and determined by the Courts of United Arab Emirates.

10. Confidentiality

10.1 Both parties agree to maintain the confidentiality of any information directly or indirectly acquired from the other party. Specifically, each party agrees to (a) Protect the information with a reasonable degree of care, at least equivalent to the care it uses to protect its own confidential information; (b) Use the information solely for the purposes related to these Conditions of Sale or the specific Contract under which it was provided; (c) Not disclose the information to any third party without prior written consent from the other party; (d) Not copy or record the information in any form, whether machine-readable or otherwise, except as reasonably required for the purposes of these Conditions of Sale or a Contract; (e) Not remove, alter, or deface any proprietary, confidentiality, or security designations on the information.

10.2 Exclusions from Confidentiality. The confidentiality obligations outlined in clause 10.1 do not apply to information that: (a) Is in the public domain through no fault of the Receiving Party; (b) Is received from a third party who has no obligation of confidentiality; (c) Is required to be disclosed by law or by a legitimate legal authority.

11. Customer’s Assistance

11.1 Work performed outside of the Company’s facilities (factory or service centre) can commence only when any preliminary work to be performed by the Customer has been completed. The Customer will, at their own risk and expense and irrespective of the duration of such work, perform the following preliminary work and services: (a) Provide the number of skilled and unskilled workers as deemed necessary by the Company. (b) Provide equipment necessary for installation and other work, such as workbenches, tools, implements, and hoisting devices, as well as the necessary related equipment and materials, including scaffolding and ladders. (c)

Supply and dispose of (as applicable) fuel, lubricants, and similar materials, water, heat, compressed air, electric power, and lighting, including the necessary connection to the place of installation/assembly. (d) Provide and supervise sufficiently large, suitable, dry, and lockable facilities for the storage of machine parts, materials, and tools, as well as suitable working premises, sanitary facilities, and areas for work breaks for the Company personnel. (e) Perform repairs to buildings after installation.

11.2 Such preliminary work and other services are also to be provided by the Customer upon request of the Company personnel.

11.3 If the Customer cannot provide the necessary tools, implements, etc., either themselves or through third parties, the Company is willing, within reasonable limits, to rent such equipment to the Customer. The delivery, use, and return of this equipment will be at the Customer’s risk and expense. The rent will be calculated from the day of dispatch until the day of return. If the equipment provided by the Company is returned damaged or is not returned, the Customer is to provide compensation.

11.4 The Customer will take all measures necessary for the protection of persons and objects at the work site and shall inform the Company with adequate advance notice of any safety regulations in force and to be observed at the site.

12. Termination

12.1 The Company may terminate these Conditions of Sale or any Contract, in whole or in part, immediately upon written notice to the Customer if: (a) The Customer is in material breach or persistent breach of these Conditions of Sale, any Contract, or any other agreement with the Company, and (in the case of a breach that is remediable) does not remedy such breach within ten (10) days of receiving written notice from the Company specifying the breach and requesting its remedy; (b) The Customer fails to make any payment due under these Conditions of Sale, any Contract, or any other agreement with the Company, and such breach continues for a period of ten (10) days from the due date; (c) It becomes unlawful in any applicable jurisdiction for the Company to perform any of its obligations under these Conditions of Sale; (d) Any representation or warranty made by the Customer was incorrect when made; or (e) The Customer (i) becomes insolvent, (ii) has a receiver, administrator, custodian, or trustee appointed over its assets, (iii) is unable to pay debts as they mature, (iv) makes an assignment for the benefit of creditors, or (v) institutes any proceeding or has a proceeding instituted against it under any bankruptcy, insolvency, or similar laws.

12.2 If work is to be performed under unacceptable conditions or must be interrupted for reasons not attributable to the Company: (a) The Customer can order the Company to withdraw its personnel; (b) the Company can withdraw its personnel if the interruption lasts excessively long or if important reasons (e.g., danger of war, political unrest, or other critical conditions) justify the withdrawal. In such cases, the Customer is to bear the travel expenses in both directions.

12.3 If the work is delayed or interrupted for reasons not attributable to the Company, the Customer shall bear the expenses incurred, primarily the cost of waiting personnel and storage. These expenses are not covered by the amount stated in the initial estimate, including any permissible excess.

13. Miscellaneous

13.1 Further Assurance. Each party agrees to promptly perform any further acts and execute and deliver any additional instruments as may be required by law to carry out and effectuate the intent and purpose of these Conditions or any Contract.

13.2 Costs and Expenses. Each party will bear its own charges, costs, and expenses incurred in the negotiation, preparation, and execution of these Conditions or any Contract.

13.3 Waiver. The rights of each party under these Conditions or any Contract may be exercised as often as necessary, are cumulative, and apply in addition to their rights under the law, except where expressly stated otherwise. Rights may be waived only in writing and specifically. Not exercising or delaying the exercise of any right is not a waiver of that right.

13.4 Severability. If any term of these Conditions or any Contract is or becomes illegal, invalid, or unenforceable in any jurisdiction in relation to any party, this will not invalidate the remaining provisions of these Conditions or any Contract, or affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

13.5 Variation. The provisions of these Conditions or any Contract may not be varied except by written agreement between the parties.

13.6 Assignment. (a) The Customer will not assign or transfer (whether voluntarily or involuntarily, by operation of law or otherwise), declare a trust in respect of, or create or permit to exist any security interest over, any of its rights or obligations under these Conditions or any Contract without prior written consent from the Company. (b) the Company may, after giving prior written notice to the Customer, assign, transfer, or subcontract any or all of its rights and obligations under these Conditions or any Contract to any of its affiliates.

13.7 Entire Agreement. (a) These Conditions govern each Contract, and together with the Company’s quotation, if any, submitted to the Customer, including technical specifications and other documents referenced therein, any Company Limited Warranty and the Customer’s Order, excluding any of the Customer’s standard or pre-printed terms and conditions contained therein to which the Company hereby objects, constitute the entire agreement between the parties with respect to their subject matter. The Contract is intended to be read as a whole; however, if there is a conflict of terms in the Contract, the documents constituting the Contract will be given precedence in the following order: (i) the Company’s quotation, if any; (ii) the Limited Warranty, if any; (iii) these Conditions; and (iv) the Customer’s Order. (b) the Company assumes no contractual obligation with respect to the supply of Goods or Services other than as expressly set out in each Contract, whether arising under any condition or warranty of merchantability, fitness, or quality or any other contractual condition or warranty, express or implied, by statute or otherwise. (c) the Company assumes no collateral duty in tort or negligence to the Customer with respect to the supply of Goods or Services. (d) The terms of these Conditions apply to the exclusion of the terms of any other document which may be issued by either party relating to the supply of Goods or Services. (e) Neither party has placed any reliance on any representations, agreements, statements, or understandings made prior to the signature of these Conditions or any Contract, whether orally or in writing, relating to the supply of Goods or Services other than those expressly incorporated in these Conditions; and the parties agree and acknowledge that these Conditions represent their entire agreement relating to the Goods or Services and supersede all such prior representations, agreements, statements, and understandings. (f) The only remedies available for breach of any representation or statement made prior to entry into these Conditions or any Contract, and which is expressly set out in these Conditions or any Contract, shall be for breach of contract. (g) Neither party may place any reliance on any future representations regarding the performance of these Conditions or any Contract unless expressly agreed by the parties in writing to form a part of these Conditions or any Contract. This clause does not apply to any statement, representation, or warranty made fraudulently, or to any provision of these Conditions or any Contract induced by fraud, for which the remedies available are those available under the applicable law.

13.8 No Partnership or Agency. (a) Nothing in these Conditions or any Contract will: (i) constitute a partnership or joint venture between the parties; (ii) constitute any party as the agent of any other party; or (iii) create any fiduciary obligations between the parties. (b) Neither party will: (i) represent itself as the agent or partner of the other party; or (ii) do anything (or omit to do anything) which might result in any person believing that such party has the authority to contract or enter into commitments on behalf of, or in the name of, the other party.

13.9 Waiver of Immunity. (a) The Customer irrevocably and generally consents to the issue of any process or the granting of any relief in connection with any claim brought against it, including the making, enforcement, or execution of any order or judgment against any of its property or assets (regardless of their use or intended use). (b) If the Customer or any of its property or assets is or are entitled in any jurisdiction to any immunity from service of process or other documents relating to any proceedings or to immunity from jurisdiction, suit, judgment, execution, attachment (whether before judgment, in aid of enforcement, or otherwise), or other legal process, the Customer irrevocably waives such immunity to the fullest extent permissible under the law of that jurisdiction. The Customer also irrevocably agrees not to claim any such immunity for itself or its property or assets.

13.10 Publicity. Neither party will disclose nor publicize the existence of these Conditions or any Contract to any third party without the prior written consent of the other party, subject to any clause related to confidentiality.

13.11 Notices and Communications. (a) Except where these Conditions provide otherwise, any notice or communication in connection with these Conditions or any Contract must be in writing and, unless otherwise stated, may be given in person, by certified post, email, or fax. (b) Any notice given in connection with these Conditions or any Contract will only be effective: (i) if delivered in person, when delivered; (ii) if sent by certified post, five (5) days after being deposited in the post, postage prepaid, in a correctly addressed envelope; (iii) if sent by commercial courier service or recorded delivery, on the date and at the time of signature of the courier’s delivery receipt or the recorded delivery receipt; (iv) if sent by fax, at the time transmitted provided the sender receives a good transmission report; or (v) if sent by email, at the time transmitted provided that the sender does not receive a notice that the transmission failed. (c) Any notice given in connection with these Conditions or any Contract will be in English. (d) Any other document provided in connection with these Conditions or any Contract will be in English or accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory or other official document.