General Sales Conditions - VEGA INSTRUMENTS MIDDLE EAST LLC

• PRICE

  The prices stipulated in an offer or the acceptance of an offer exclude VAT. It includes, except by special agreement, production, assembly and packaging. Installation is not in our scope hence not included. Unless otherwise offered and agreed, freight, insurance, attestation/legalization of documents, custom duties, clearance fees and transportation costs are not included. They correspond to current economic conditions (prices of raw materials, salary rates, transport tariffs, custom duties and costs, and fluctuations in exchange rates).

• ORDERS

  No order shall be deemed to be accepted by the Seller unless and until confirmed in writing. Only the conditions of this confirmation will have validity over the order agreement. Subsequent change order requests from the purchaser shall only become binding if both parties agreed and the technical feasibility, change in delivery time and appropriate compensation for the additional work incurred by VEGA have been confirmed. Any order modification must be confirmed by the Buyer with an amendment and with a new order acknowledgement from the Seller. Any order cancellation can only be applied with VEGA’s acceptance and will be invoiced with 50% to 80% of the total order value.
  We are bound by the specific conditions stated in a purchaser’s order, whatever the arrangement, provided that we have expressly and unequivocally accepted them at the time of confirmation.

• DOCUMENTATION

  The technical plans and features contained within our documentations, or that of our factory, are given for information purposes only and do not constitute an obligation on our part. They may only be made accessible to third parties with the consent of VEGA. Our factory reserves the right to change a design without notice.

• DELIVERY

  Delivery schedules take effect when VEGA has received all document approvals, production releases and/or agreed payments from the customer which are required for the execution of the order. Delivery schedules, specified in goods faith, in our order acknowledgments are non-binding. In cases of force majeure (tightening of export regulations, pandemics, strikes, labour shortages, lockouts, operational disruptions, material procurement issues and generally, any reason which could disrupt the normal operation of our dispatches) or other circumstances in which VEGA is not responsible, VEGA shall be indemnified from its obligations, both in the case of non-execution and delay. The right to postpone due dates and delivery schedules, or to cancel in full or part an order in progress in such case is reserved to our benefit.

• DISPATCH

  The term of delivery shall be deemed to have been met if the goods have been dispatched according to the confirmed incoterm in the order. Goods will be packed according to the acknowledged mode of transport and are non-stackable. The responsibility and transport risk are considered to be transferred to the purchaser as soon as the agreed incoterm has been fulfilled by VEGA. The purchaser must check the state of package/s as soon as VEGA has handed over them. In the event of damage, purchaser must immediately inform us and will not dispose the goods until we have given our agreement. All authorized returns shall be shipped in delivered duty paid (DDP) to our facility at the dispatcher’s risk.

• GUARANTEE

  All goods are guaranteed against defects in workmanship and materials for two years from the date of invoice. It covers the manufacturing faults duly confirmed. The parts and equipment which are acknowledged as defective should be returned delivered duty paid and securely packed to our premises. In the event of a valid claim, we will, at our own discretion, repair or replace the relevant goods or parts. Replaced goods or parts shall become the property of VEGA and must be returned upon request. This warranty does not include, in any case, the costs and compensation for the travel of our technicians called out by the customer to carry out the repair on site. VEGA has absolutely no responsibility in cases where repairs to our products claimed to be defective have been carried out by a third party outside of our control. VEGA accepts no liability for damages caused by unsuitable or improper use, incorrect assembly and/or commissioning, excessive stress, natural wear and tear, faulty or negligent handling, unsuitable operating materials and chemicals, abrasive, electromechanical or electrical influences. We shall in no event be liable to the buyer for any indirect, consequential or special loss or damage including, without limitation to, any loss in profits, business, manpower or goodwill. A faulty part in the delivery cannot justify total rejection.

• PAYMENT

  Payment must be done through bank transfer, or cheque in case of special agreement only for UAE customers, within the agreed payment term and inclusive of VAT as applicable. In the event of late payment by the customer, VEGA reserves the right to charge an interest at a rate of 2% per month of delay based on the total order value. If the fulfilment of payment is put at risk due to poor financial circumstances of the customer occurring or becoming known after the conclusion of the contract, VEGA is entitled to demand advance payment, to retain goods which are not yet delivered, to stop further works on orders still in progress and to withdraw from contracts already concluded with the customer, provided that the customer did not provide any advance payment or other form of payment security. The right to assert further claims, especially in the event of default, remains reserved.

• RESERVATION OF PROPERTY

  The delivered goods remain the property of VEGA until all receivables arising from the business relationship, as well as those arising in the future, are fulfilled. This also applies to all receivables in a current invoice. Cheques shall only be deemed settled after they have been irrevocably cashed. The transfer of property of the delivered goods is suspended until the buyer has paid the total order amount. In the event of late payment or an application for opening of insolvency proceedings over the assets of the customer, VEGA is entitled to claim the immediate return of the received goods at the sole cost of the buyer. The return of goods does not constitute a withdrawal from the contract and all receivables are immediately due for payment.

• MINIMUM INVOICE AMOUNT

  In order to cover the fixed invoicing cost, any purchase order less than $150.00, excluding tax, for goods or services will be invoiced with this minimum amount.

• EXPORT CONTROL (No Russia Clause)

  1. The shipment/export of goods

     The shipment/export of goods (products, software, technology) for the fulfilment of the contract is subject to European and German law governing foreign trade and the delivery may be subject to export control restrictions and prohibitions. The relevant legal provisions are, in particular, Regulation (EU) No. 2021/821 (Dual Use Regulation) and Regulation (EU) No. 833/2014 and its respective annexes, the Foreign Trade and Payments Act (AWG), the Foreign Trade and Payments Regulation (AWV) and the German Export List, as amended. Moreover, there are European and national embargo regulations against certain countries and persons which may prohibit delivery or make delivery subject to approval.

  2. European and German export control regulations

     By placing the order, the customer undertakes to acknowledge and comply with European and German export control regulations. Furthermore, the customer shall not supply the goods either directly or indirectly for civil nuclear use in countries named in Section 9 (1) Foreign Trade and Payments Regulation (AWV), unless the necessary authorizations are present.

  3. “No-Russia clause”:

     In order to comply with Article 12g of Regulation (EU) No. 833/2014, VEGA and customer agree on the following so-called “No-Russia clause”:

     1. This clause only applies if the customer is located in a third country in the meaning of Regulation No. 833/2014 with the exception of partner countries listed in Annex VIII to Regulation No. 833/2014.
     2. The customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with an order to VEGA that fall under the scope of Article 12g of Regulation (EU) No. 833/2014.
     3. The customer shall undertake its best efforts to ensure that the purpose of above paragraph is not overlooked by any third parties further down the commercial chain, including by possible resellers.
     4. The customer shall set up and maintain an adequate monitoring mechanism to detect conducts by any third parties further down the commercial chain, including by possible resellers, that would overlook the purpose of paragraph ii.

     5. Any violation of paragraphs ii, iii and iv shall constitute a material breach of an essential element of the agreement between the customer and VEGA. In the event of such violation, VEGA Shall be entitled to:

        • terminate or, if applicable, rescind the agreement concerned,
        • demand payment of a contractual penalty, the amount of which VEGA may determine at its reasonable discretion and which may be reviewed by the competent court in the event of a dispute, and
        • invoke any other remedy that the applicable law provides for a material breach of a contract by the customer.
     6. The customer shall immediately inform VEGA about any problems in applying paragraphs ii, iii and iv including any relevant activities by third parties that could overlook the purpose of paragraph ii. The customer shall make available to VEGA information concerning compliance with the obligations under paragraph ii, iii and iv within two weeks of simple request of such information.

• JURISDICTION

  The definition of the place of jurisdiction is the sole and exclusive right and decision of VEGA. The Commercial Court of Dubai has exclusive jurisdiction over any disputes relating to the interpretation or execution of the current contract, even in cases of third party appeals or multiple respondents. Complaints relating to apparent faults can only be received within 7 days from delivery.