These Terms and Conditions of Sale (“Terms”) are an integral part of Astra Polymers invoice (“Invoice”). By signing and tendering the Invoice, the purchaser named on the Invoice (the “Customer/Buyer”) agrees to these Terms. As used in these Terms, “Astra Polymers” shall mean Astra Polymer Compounding Company Limited, with postal address at P.O. Box 30740, Al-Khobar 31952, Kingdom of Saudi Arabia and including Astra Polymers – Jebel Ali Branch, Plots Nos. S10129/S10130, JAFZA South, Jebel Ali Free Zone, Dubai, United Arab Emirates and all operating divisions and subsidiaries of Astra Polymer Compounding Co., Ltd.
- Scope of Terms:
- By signing the Invoice, the Customer/Buyer acknowledges that he/she has read these Terms and agrees to be bound by each of them.
- These Terms shall govern and apply to all sales of the goods (the “Goods”) and services (“Services”) provided by Astra Polymers and specified in the Invoice. Astra Polymers shall not be bound in any way by any agreements or provisions which vary from these Terms, including any terms and/or conditions which may be printed on or accompany the Customer/Buyer’s purchase order, unless agreed to in writing expressly amending this Section 1, duly signed by an authorised representative of Astra Polymers. In the absence of such written agreement, the Invoice, including these Terms, shall constitute the entire agreement between Astra Polymers and the Customer/Buyer.
- Astra Polymers’ Obligations:
- Astra Polymers agrees, subject to the payment of the Invoice amount and charges in effect on the date of acceptance by Astra Polymers of the Customer/Buyer’s corresponding purchase order, to arrange for the production of the Goods and transportation of the Goods to the “ship-to” locations agreed by Astra Polymers and the Customer/Buyer.
- Astra Polymers reserves the right to transport the Goods by any route and procedure and by successive carriers (on a case-to-case basis) and according to Astra Polymers’ own handling, storage and transportation procedures unless otherwise specified and agreed by both parties.
- Terms of Payment:
- Unless otherwise specified in writing and agreed by both parties, all Invoices are to be paid net within one (1) day from the date of invoice. Default charges will be charged on overdue amounts. Default charges will be two percent (2%) per month of the Invoice amount, payable in the currency indicated in the Invoice.
- Bank charges and expenses, including all letter of credit issuing, confirming and advising costs, shall be for Customer/Buyer’s account.
- No deduction of any kind is allowed. Notification of defects does not exempt the Customer/Buyer from payment on the specified due date.
- Delivery / Shipment Liability:
- The agreed delivery date indicated in the Invoice is based on anticipated conditions as of the Invoice date and on the assumption of normal supply and manufacturing conditions and accordingly, is an estimate only and not binding on Astra Polymers. Astra Polymers shall not be responsible or liable for any delays in the supply of Goods. Without prejudice to the foregoing limitation of liability, in case of special Customer/Buyer specifications, the risk of delay resulting in any way from such specifications shall be borne by the Customer/Buyer.
- All Goods are sold EXW (ICC INCOTERMS 2000, ICC Publication No. 560), Astra Polymers’ manufacturing facility. The Customer/Buyer shall be solely liable for any loss or damage to the Goods after transit (Astra Polymers’ liability for loss and damage is limited only while the Goods are in transit).
- Force Majeure:
- Astra Polymers shall not be liable for any loss, damage, delay, miss-delivery, non-delivery, unless caused solely and exclusively by its own negligence, nor shall Astra Polymers be liable for any loss, damage, delay, miss-delivery, non-delivery or any failure to fulfil its obligations due to circumstances of force majeure.
- Force majeure shall include any and all circumstances that Astra Polymers cannot prevent despite using due care, including but not limited to:
- acts of God, perils of the air, perils of the sea, explosion, fire, weather conditions, temperature or atmospheric changes or conditions and other natural calamities, warlike events or hazard incidents to a state of war, acts of terrorism and public enemies;
- strike, boycott, riots and acts of public authorities acting with actual or apparent authority or law, acts or omissions of customs or other government officials and local disputes or civil unrest; and
- delays arising from mechanical failure of any aircraft, trailer and/or vessel used in providing transportation services or any other events beyond the reasonable control of Astra Polymers.
- Warranty; Limitation of Liability:
- Astra Polymers must be notified of any failure of the Goods to conform to specifications in writing within five (5) calendar days (excluding official United Arab Emirates holidays; Thursday and Friday in the Middle East / Saturday and Sunday in Europe, America, and Asia) of delivery of the Goods to the Customer/Buyer. The notice must specify in reasonable detail the nature of the defect and must include such supporting documentation as Astra Polymers may reasonably require. Provided that Astra Polymers receives notice as provided herein, Astra Polymers’ warranty shall be limited, at Astra Polymers’ discretion, to replacing the defective Goods at Astra Polymers’ expense with Goods conforming to the specifications or refunding the Invoice price paid by the Customer/Buyer.
- IN NO EVENT SHALL ASTRA POLYMERS BE LIABLE TO THE CUSTOMER/BUYER FOR SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR ECONOMIC LOSS, EVEN IF THE CUSTOMER/BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE CUSTOMER/BUYER’S SOLE REMEDY AND ASTRA POLYMERS’ SOLE LIABILITY FOR DEFECTIVE GOODS SHALL BE, AT ASTRA POLYMERS’ DISCRETION, REPLACEMENT OF THE DEFECTIVE GOODS WITH CONFORMING GOODS OR REFUND OF THE PURCHASE PRICE PAID BY THE CUSTOMER/BUYER.
- Astra Polymers does not warrant products considered or classified as experimental (i.e., products that are in the research and development stage). Further, Astra Polymers is not responsible for damages resulting from faulty usage, mishandling, improper storage or alteration by the Customer/Buyer or third parties).
- The Customer/Buyer acknowledges that it is not purchasing the Goods and Services on the basis of and is not relying on any representation (whether innocent or negligent), warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by law are hereby excluded to the fullest extent permitted by law. Without limiting the foregoing, all conditions or warranties, express or implied, including but not limited to, any implied conditions or warranties of merchantability and fitness for a particular purpose and of any other condition or warranty obligation on the part of Astra Polymers are hereby expressly disclaimed.
- Notwithstanding any recommendations Astra Polymers may make from time to time, the Customer/Buyer shall remain solely responsible for satisfying itself that the Goods are suitable for the Customer/Buyer’s intended use and process conditions. Astra Polymers accepts no responsibility for Customer/Buyer’s final product. The Customer/Buyer shall ensure that the intended use of the products will not infringe any third party’s intellectual property right and any confidentiality or non-disclosure agreement.
- The Customer/Buyer shall indemnify and hold harmless Astra Polymers from any and all claims for infringement of any patent, copyright or trademark by reason of the manufacture, use or sale of the Goods by the Customer/Buyer or any third party and shall indemnify Astra Polymers for any costs, expenses, liabilities and damages, including attorneys’ fees, which Astra Polymers may incur by reason of any alleged infringement.
- Applicable Law:
These Terms shall be governed by and construed in accordance with the laws, rules and regulations of the Kingdom of Saudi Arabia. The parties shall attempt to resolve amicably any and all controversies, disputes or claims arising out of or relating to these Terms and any such controversies, disputes or claims which have not been so resolved within sixty (60) days after written notice from one party to another that such controversy, dispute or claim exists may be referred by either party for adjudication under the exclusive jurisdiction of the Saudi Arabian Board of Grievances in Riyadh.
- Notices: All notices, communications and demands of any kind which either Astra Polymers or the Customer/Buyer may be required or desire to serve upon the other party under these Terms shall be in writing and shall be deemed to have been effectively given if served by personal service, telecopy or courier at the address set forth in the Invoice or at such other address as may be designated by a party by a notice to the other party given in conformity with these Terms. Notices shall be deemed delivered, in the case of personal service, upon delivery and in the case of courier, two (2) business days after delivery to the courier. Notices may be delivered by telecopy and shall be deemed delivered the first business day following the date of confirmed transmission.
- Waiver: There shall be no waiver of any term, provision or condition of these Terms unless said waiver is evidenced in a written document duly signed on behalf of the waiving party. No such waiver shall be deemed to be or construed as a continuing waiver of any such term, provision or condition unless the writing which evidences such waiver states to the contrary. The waiver by a party of any of its rights or remedies under these Terms in a particular instance shall not be considered as a waiver of the same or different rights or remedies in subsequent instances.
- Assignment: All the rights and obligations granted pursuant to these Terms shall be personal to the parties. These Terms shall be binding on and shall inure to the benefit of the successors of the parties. Except as otherwise set forth in these Terms, neither this sales transaction nor any rights and obligations under these Terms, in whole or in part, whether by operation of law or otherwise, shall be assignable or otherwise transferable by the Customer/Buyer without the prior written permission of Astra Polymers.
THIS IS A NON-NEGOTIABLE INVOICE. ALL GOODS & SERVICES PROVIDED ARE SUBJECT TO THESE TERMS & CONDITIONS OF SALE. BY SIGNING THE INVOICE, THE CUSTOMER/BUYER ACKNOWLEDGES THAT HE / SHE HAS READ THESE CONDITIONS AND AGREES TO BE BOUND BY EACH OF THEM. ASTRA POLYMERS’ LIABILITY IS LIMITED, IN ASTRA POLYMERS’ SOLE DISCRETION, TO THE REPLACEMENT OF NON-CONFORMING PRODUCTS OR REFUND OF THE PURCHASE PRICE. IN TENDERING THE INVOICE, CUSTOMER/BUYER AGREES THAT ASTRA POLYMERS SHALL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF ASTRA POLYMERS PRODUCTS SINCE THE CONDITIONS OF USE IS BEYOND ASTRA POLYMERS’ CONTROL.