Terms and Conditions of Invoice Spraying Systems Middle East FZE

1. FORMATION OF AGREEMENT AND PRECEDENCE OF TERMS
The agreement shall be considered validly established only if: (a) a written quotation issued by Seller is accepted unconditionally by Buyer within the validity period stated in the quotation; or (b) Seller accepts Buyer's order in writing. Seller's acceptance of any order is expressly subject to Buyer's assent to each and all of these Terms and Conditions. These Terms and Conditions shall supersede any contrary or additional terms contained in Buyer's purchase order, correspondence or other document unless Seller expressly accepts such terms in writing. Seller may terminate the agreement without indemnity if its invoices are not paid on their respective due dates or if Seller has reasonable grounds to doubt the solvency or creditworthiness of Buyer. In all cases, Seller may suspend all of its obligations toward Buyer, including obligations under other commitments, until payment in full of all amounts due from Buyer.

2. PRICE, TAXES AND PRICE ADJUSTMENT
All prices are net and exclusive of VAT. Unless expressly stated otherwise in writing, packing, transport, insurance, customs duties, clearance charges, withholding taxes and all other taxes, duties and charges shall be for Buyer's account. Unless otherwise specified, shipments and deliveries are EXW Seller's facility (Incoterms 2020). If the agreement concerns goods and/or services imported by Seller, or priced by reference to foreign-currency costs, the price is established on the basis of the applicable exchange rate on the date of Seller's quotation or on the date of formation of the agreement, as applicable. If the applicable exchange rate on the date of payment differs from the rate used to establish the price, Seller shall have the right to increase or reduce the price to reflect the rate change. Seller may also adjust the price for changes in scope, law, duties, taxes, freight, or other cost components occurring after the quotation date or resulting from Buyer-requested changes.

3. TERMS OF PAYMENT
Payments shall be made to the remittance address shown on Seller's invoice, and all costs related to the payment itself shall be borne by the Buyer's account. Acceptance by Seller of any form of payment other than cash or bank transfer shall not constitute a novation, waiver or replacement of the original obligation. If specific provisions allow Buyer to pay by installments and one installment is not paid when due, Buyer shall lose the benefit of all remaining installments and the full unpaid balance shall become immediately due and payable. All invoices are payable within thirty (30) days from the day following Buyer's receipt of the invoice, unless expressly otherwise provided in the quotation, order acknowledgement or invoice. If Buyer fails to pay any amount on its due date, interest shall accrue automatically on all overdue amounts at the rate of one and one-half percent (1.5%) per month, or the maximum lawful rate if lower. In addition, if overdue amounts remain unpaid fifteen (15) days after formal written notice, the unpaid amounts shall be increased by fifteen percent (15%) as liquidated administrative and collection costs, with a minimum of USD 50 or the equivalent amount in the invoice currency. In the event of late payment of any invoice, Seller shall have the right to suspend all of its obligations until that invoice is paid in full. Any agreed delivery date or performance period shall be extended in proportion to the suspension period, and any penalty or liquidated damages provision in favor of Buyer linked to timely delivery or performance shall be extended or suspended for the same period. All complaints or disputes regarding an invoice must be formulated in writing within eight (8) days of the invoice date. Any such complaint or dispute shall not suspend payment of undisputed amounts.

4. DELIVERY
The goods sold by Seller shall be considered finally delivered when the goods can be identified by Buyer in Seller's warehouse or at another place designated by Seller, whether or not Buyer actually carries out such identification or inspection. Seller may suspend its delivery obligation as long as Buyer has not honored its own commitments. Delivery dates, lead times and schedules stated in any quotation, order acknowledgement or other contractual document are estimates only and are given for indication purposes unless special terms expressly state that such dates are mandatory or constitute an essential condition of the agreement. Failure to meet an indicative delivery date shall not give rise to contractual liability of Seller and shall not entitle Buyer to damages, penalties, rejection or cancellation. Partial deliveries are accepted. Visible defects proper to the goods, shortages, or any complaint regarding the circumstances in which Seller fulfilled its delivery obligation, except damage attributable solely to carriage by a third-party carrier, must be notified to Seller in writing by registered mail, traceable courier or acknowledged electronic notice as soon as the goods are delivered to the location specified by Buyer and, in any event, no later than the third (3rd) working day after the goods arrive at that location. If Buyer fails to comply with this notice period, Buyer shall lose all rights in relation to such delivery-condition issues, and only any express warranty for hidden defects shall remain applicable, subject always to these Terms and Conditions.

5. TRANSFER OF TITLE AND RISK
Seller retains title to the goods sold until Buyer has fully honored all of its obligations toward Seller, whether arising under the relevant contract or any other contract between Seller and Buyer. Until full payment and full discharge of all obligations, Buyer shall not resell, pledge, encumber, transfer, or use the goods as collateral. Buyer bears all risks relating to the goods from the moment the goods are identified in Seller's warehouse or at a location designated by Seller for collection, dispatch or delivery. Transport shall therefore be at Buyer's risk even if Seller arranges transport, prepays freight, or the special terms provide that Seller bears transport costs.

6. WARRANTIES
Seller warrants that its products will conform to and perform in accordance with the products' specifications. Seller warrants that the products do not infringe upon any copyright, patent, or trademark. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF REMEDIES AND LIABILITY
Buyer's remedies under this warranty shall be limited to the replacement, repair, or refund of the purchase price for any defective product at the Seller's option. Products claimed to be defective and for which repair or replacement is desired shall be, if requested by the Seller, returned transportation prepaid to Seller's plant for inspection. Results of ordinary wear and tear, improper operation, or maintenance or use of corrosive or abrasive materials shall not be considered a defect in material or workmanship. Any component part manufactured by another is not covered by Seller's warranty, but only by such warranty as its manufacturer gives. Because of the difficulty of asserting and measuring damages hereunder, it is agreed that, except for claims for bodily injury, Seller's liability to the Buyer or any third party, for any losses or damages, whether direct or otherwise, arising out of the purchase of product from Seller by Buyer shall not exceed the total amount billed and billable to the Buyer for the product hereunder. IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. QUALITY ASSURANCE
Seller shall have no obligation to ensure that any goods purchased from Seller meet any special Buyer quality assurance specifications and/or other special Buyer requirements unless such specifications and/or other requirements are specifically set forth in Buyer's purchase order and expressly accepted by Seller. In the event that any such goods supplied by Seller in connection therewith, are applied to an end use without the appropriate specification and/or other requirement therefore having been set forth in Buyer's purchase order and expressly accepted by Seller, Buyer shall indemnify and hold Seller harmless against any and all damages or claims for damages made by any person for any injury, fatal or nonfatal, to any person or for any damage to the property of any person incident to or arising out of such application.

9. HIDDEN DEFECT CLAIMS AND RETURNS
Any claim relating to a hidden defect, latent non-conformity or other warranty matter not apparent on delivery must be made promptly in writing and, unless otherwise agreed by Seller in writing or a different warranty period is expressly stated in the quotation, in no event later than six (6) months after Buyer's receipt of the goods. In no event shall any goods be returned, reworked, altered or scrapped by Buyer without Seller's prior written authorization.

10. TECHNICAL ASSISTANCE
Unless otherwise expressly stated by Seller in writing: (a) any technical advice or assistance provided by Seller with respect to the use of goods furnished to Buyer is provided without separate charge; (b) Seller assumes no obligation or liability for such advice or assistance, or for any results arising from its application; and (c) Buyer remains solely responsible for selection, integration and suitability of the goods for Buyer's intended use and operating conditions.

11. SAFETY AND COMPLIANCE
Buyer shall ensure that its employees, contractors and end users use all safety devices and follow proper safe operating procedures as set forth in the manuals, instruction sheets, labels and warnings furnished by Seller. Buyer shall not remove or modify any such device, notice or warning sign. Buyer is responsible for providing all means necessary to protect persons and property from injury, damage or loss that may result from the method of use, installation, operation, maintenance or servicing of the goods. Buyer shall comply with all applicable laws, regulations, codes, permit conditions, site rules and industry standards relevant to the goods and their use in the jurisdiction of installation and operation. If Buyer fails to comply with this clause and any claim, loss, injury, damage, liability, penalty or expense results, Buyer shall indemnify and hold Seller harmless to the fullest extent permitted by law.

12. CANCELLATION BY BUYER
Orders for goods specifically manufactured for Buyer cannot be canceled or modified by Buyer, and releases cannot be held up by Buyer, after such goods are in process except with the express written consent of Seller and subject to conditions then to be agreed upon which shall include, without limitation, protection of Seller against all loss.

13. INTELLECTUAL PROPERTY AND INFRINGEMENT CLAIMS
The Seller shall not be liable for any costs or damages incurred by the Buyer as a result of any suit or proceeding brought against Buyer so far as based on claims (a) that use of any product, or any part thereof furnished hereunder, in combination with products not supplied by the Seller or (b) that a manufacturing or other process utilizing any product, or any part thereof furnished hereunder, constitute knowing and willful infringement of patents or trademarks arising from compliance with Buyer's designs or specifications or instructions.

14. COMPLETE AGREEMENT
THIS CONTRACT SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS, DISCUSSIONS AND UNDERSTANDINGS BETWEEN THEM WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.

15. GOVERNING LAW AND JURISDICTION
All quotations, orders and contracts are deemed made and accepted by Seller at its registered office in Dubai Silicon Oasis Free Zone, Dubai, United Arab Emirates, and shall be governed by and construed in accordance with the applicable federal laws of the United Arab Emirates and the laws in force in the Emirate of Dubai. All disputes regarding the validity, interpretation and execution of the agreement shall be submitted to the competent courts of Dubai, United Arab Emirates. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.

16. FORCE MAJEURE
Neither party shall be in default of its obligations to the other party for any period of Force Majeure. "Force Majeure" shall mean any delay or failure of a party to perform its obligations to the other party due to causes beyond its control and without its fault or negligence. This shall include, without limitation, Acts of God, strike, civil commotion, acts of government, and any other comparable, non-foreseeable, and a serious event.

17. CONFIDENTIAL INFORMATION
Buyer shall maintain Confidential Information in confidence using the same care as used for its own Confidential Information. Buyer shall not disclose or divulge any Confidential Information received by it from Seller in connection with any products or services supplied by Seller to Buyer or to a third party without prior written consent of Seller, and Buyer may not use any Confidential Information for any purpose other than for the manufacture, sale and maintenance of Buyer's products. For the purposes hereof, "Confidential Information" includes any and all information and data, including, but not limited to, any business, commercial, intellectual property, technical information and data disclosed by Seller to Buyer in connection with the sale of Seller's products to Buyer, or relating to Seller's business relationship or the definition, development, marketing, selling, manufacture or distribution of Seller's products, whether disclosed orally, in writing or electronically, and irrespective of the medium in which such information or data is embedded, whether in tangible form or contained in an intangible storage medium. Confidential Information shall include any copies or abstracts made thereof, as well as any product, apparatus, modules, samples, prototypes or parts thereof.

18. FAIR PRACTICES
Spraying Systems Middle East FZE considers for employment and hire qualified candidates without regard to race, religion, color, sex, sexual orientation, gender, gender identity, age, national origin, ancestry, citizenship, protected veteran or disability status or any factor prohibited by law, and as such affirms in policy and practice to support and promote the concept of equal employment opportunity and affirmative action, in accordance with all applicable laws.

Terms and Conditions of Invoice Spraying Systems AutoJet Europe

On all business relationships in which Spraying Systems Auto-Jet Europe  are involved, the general terms and conditions of Spraying Systems AutoJet Europe  are applicable, as attached to all quotations and contracts of Spraying Systems AutoJet Europe . A copy of these general terms and conditions can be obtained by the co-contractor at any time at Spraying Systems AutoJet Europe registered office. These terms and conditions always supersede the possible general terms and conditions of the co-contractor, except if, upon accepting an order, Spraying Systems AutoJet Europe  expressly accept, in writing, the applicability of all or part of the co-contractor’s terms and conditions. The articles hereinafter are an extract from the general terms and conditions that are applicable to business relationships with Spraying Systems AutoJet Europe  and are therefore applicable in full, together with the other terms and conditions, not mentioned here:

Article 1. Establishment of the agreement
The agreement can only be considered as validly established:
1°) if a quotation in writing of Spraying Systems AutoJet Eu-rope  is accepted unconditionally by the addressee of this quotation or
2°) if Spraying Systems AutoJet Europe  accepts an order placed by the co-contractor unconditionally. Spraying Systems AutoJet Europe  have the right to terminate the agreement unilaterally without indemnification if their invoices have not been paid on their respective due dates or if Spraying Systems AutoJet Europe  have reasonable grounds to doubt the solvency of the co-contractor. In any case, Spraying Systems AutoJet Europe  have the right to suspend all their obligations with respect to the co-contractor, including those concerning other commitments than those concerned by the payment, until payment in full by the co-contractor of all invoices due. In the event of cancellation of the agreement by the co-contractor, an indemnity will be established, taking into account the costs already made (in particular regarding the parts already pur-chased and to be used and the research costs), the perfor-mances already executed and the loss of earnings. If an agree-ment cannot be reached regarding the indemnity, the matter will be settled by the competent court, whereby the indemnity will never be less than 50% of the contract price.

Article 2. Price
The prices are net, exclusive of V.A.T. Except otherwise provid-ed for, the packing, transport and insurance costs, as well as customs duties and all taxes are at the expense of the co-contractor.
If the agreement entered into with the co-contractor concerns goods and/or services imported by Spraying Systems AutoJet Europe , the price is established on the basis of the selling rate of the currency of origin with respect to the Euro, as listed on the Brussels stock exchange on the date of the quotation made by Spraying Systems AutoJet Europe  or on the date of entering into of the agreement, according to the case. If the applicable rate on the day of payment differs from the rate on the basis of which the price was established, Spraying Systems AutoJet Europe  have the right to increase or reduce the price to reflect the rate change.

Article 3. Terms of Payment
Payments will be made at Spraying Systems AutoJet Europe  registered office, whereby all costs caused by the payment itself will be at the expense of the co-contractor. Drawing a letter of exchange does not result in renewal, and the terms and condi-tions of the agreement remain applicable in full. The acceptance by Spraying Systems AutoJet Europe  of a different form of payment than in cash does not result in renewal either.
If specific provisions allow the co-contractor to pay by instal-ments and if one of the instalments is not honoured, he loses the benefit of these instalments and the full price becomes payable immediately, ipso jure.
All invoices of Spraying Systems AutoJet Europe  are payable within thirty days as from the day following the receipt by the co-contractor of the invoice, except if expressly otherwise provided for. If the co-contractor does not pay an amount on its due date, an interest will be charged on all amounts still owed by the co-contractor, ipso jure, calculated per day at the rate fixed by the Act of 2 August 2002 on the fight against late payments in commercial transactions and its amendments published in the Belgian Official Journal (Moniteur Belge). In addition, the unpaid amounts are increased ipso jure by 15%, with a minimum of € 50 if these amounts remain unpaid 15 days after the sending of a formal summons. In the event of late payment of one of Spraying Systems AutoJet Europe  invoices, Spraying Systems AutoJet Europe  have the right to suspend all their own obligations until this invoice is paid in full. As a result, in the case of a phased agreement, Spraying Systems AutoJet Europe  will possibly not start the execution of the next phase. Should the case arise, the agreed delivery date of the works will be extended in proportion to the suspension period. Possible penalty clauses on the part of the co-contractor concerning the timely delivery will also be extended for the same period.
All complaints or disputes regarding an invoice must be formu-lated within eight days of the invoice date. Possible disputes do not suspend the payment of other undisputed parts.

Article 4. Delivery
The goods sold by Spraying Systems AutoJet Europe  to the co-contractor will be considered by Spraying Systems AutoJet Europe  and by the co-contractor as delivered finally if the goods can be identified by the co-contractor in Spraying Sys-tems AutoJet Europe ’s warehouse or on a place designated by Spraying Systems AutoJet Europe , whether the co-contractor really carries out such identification or not. In particular, Spray-ing Systems AutoJet Europe  can suspend their delivery obliga-tion as long as the co-contractor has not honoured his own commitments.
The delivery terms possibly mentioned on any contractual document that can be invoked against Spraying Systems AutoJet Europe  are only given as an indication. Not meeting such a deadline will never result in the contractual liability of Spraying Systems AutoJet Europe . This provision can only be departed from if special terms and conditions expressly state that these delivery terms are compulsory or constitute an essential condition of the agreement.
Partial deliveries are accepted.
Damages not caused by transport – visible defects proper to the goods – must be notified to Spraying Systems AutoJet Europe  by registered mail as soon as the goods sold by Spraying Systems AutoJet Europe  have been delivered to the location specified by the co-contractor, at the latest on the third working day after the arrival of the goods at the location specified by the co-contractor. The co-contractor loses all rights against Spray-ing Systems AutoJet Europe  regarding the circumstances in which Spraying Systems AutoJet Europe  have honoured their delivery obligation if the aforementioned term is not met. In this case, only the possible warranty for hidden defects remains applicable, under reservation of the conditions and limitations provided for by article 7 of the general terms and conditions.

Article 5. Transfer of ownership and risk
Spraying Systems AutoJet Europe  have a reservation of title on the items sold until the co-contractor has honoured all his commitments in full. Until then, the co-contractor does not have the right to resell the goods or use them as collateral. If the unpaid goods are intended to be installed in property leased by the co-contractor, he will request the prior approval of Spraying Systems AutoJet Europe  to do so by registered mail, mentioning the name and address of the owner, as well as the address of the leased property concerned.
The co-contractor bears the risks regarding the goods sold, as from the moment these goods have been identified in Spraying Systems Spraying Systems AutoJet Europe  Europe’s ware-house or at a location designated for this purpose by Spraying Systems AutoJet Europe . As a result, transport is carried out at the co-contractor’s risk, even if the special terms and conditions provide for transport for Spraying Systems AutoJet Europe  to bear the transport costs, e.g. by mentioning "free of charge".

Article 6. Applicable law
The present agreement is ruled by Belgian Law. The safety instructions applicable to the delivered goods are those applica-ble in Belgium on the date of the quotation made by Spraying Systems AutoJet Europe  to the co-contractor or on the date of acceptance by Spraying Systems AutoJet Europe  of the order placed by the co-contractor. Regarding the transport of goods, the Incoterms 2000 are applicable between Spraying Systems AutoJet Europe  and the co-contractor. Except expressly other-wise agreed, each transport between Spraying Systems AutoJet Europe  and the co-contractor is ruled by the EXW Incoterm.

Article 7. Disputes
All disputes regarding the validity, the interpretation and the execution of the agreement entered into with the co-contractor will be settled by the courts of the district of Ghent.

Terms and Conditions Spraying Systems Co. USA

1. WARRANTY DISCLAIMER
The authors of this Web site and any linked site (collectively this "Web site"), Spraying Systems Co., its divisions and/or subsidiaries or the host of this Web site (collectively "Spraying Systems") do not have specific information concerning how the products sold or described on this Web site will be used and do not know the details concerning the packaging, handling or procedures which may be employed in association with any particular product sold or described on this Web site. Notwithstanding any suggestions or recommendations which Spraying Systems or any other manufacturer of products advertised herein may have offered, no warranties are made on this Web site concerning: (a) the use or application of information contained on this Web site; (b) the proper usage of any product sold or described herein; or (c) the fitness of any product sold or described herein for the particular purpose employed by any visitor or user of this Web site ("User"). In no way should this Web site be relied upon in selecting goods suitable for the particular use to which User intends to put same.

Spraying Systems hereby gives notice that any statement made by Spraying Systems in the sale or advertising of the products, shall not create any warranty that the product is fit for a particular purpose. All such statements or descriptions are informational only and are not made or given as a warranty of fitness for a particular purpose. User is solely responsible for determining the adequacy of each product sold or described herein for the particular use or uses to which they are applied. Any misstatements, errors or omissions made by Spraying Systems in the advertising of the products shall not create any liability for Spraying Systems. It is User's sole responsibility to determine the accuracy of all advertising statements. Spraying Systems does not assume responsibility for compliance with the Federal, State or Local laws, rules, ordinances or regulations.

SPRAYING SYSTEMS DISCLAIMS ANY IMPLIED OR EXPRESSED WARRANTIES, INCLUDING WARRANTIES OF FITNESS AND MERCHANTABILITY, EXCEPT AS PROVIDED ABOVE. IN NO EVENT SHALL SPRAYING SYSTEMS BE LIABLE FOR ANY CLAIM FOR. LOSS OF PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, SALE, DELIVERY OR USE OF ANY PRODUCT DESCRIBED ON THIS WEB SITE, EVEN IF SPRAYING SYSTEMS HAS BEEN ADVISED OR POSSIBILITY OF SUCH DAMAGES. SPRAYING SYSTEMS' LIABILITY IN ALL EVENTS IS LIMITED TO AND SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR ANY PRODUCT.

Unless expressly made, mention of trade names, commercial products or organizations, including links to Web sites not under the control of Spraying Systems, does not imply an endorsement by Spraying Systems.

2. QUALITY ASSURANCE
Spraying Systems shall have no obligation to ensure that any goods described or sold on this Web site or information contained on this Web site meet any special User quality assurance specifications and/or other special User requirements unless such specifications and/or other requirements are specifically set forth in User's purchase order and expressly accepted by Spraying Systems. In the event that any such goods supplied by Spraying Systems in connection therewith, are applied to an end use without the appropriate specification and/or other requirement therefore having been set forth in User's purchase order and expressly accepted by Spraying Systems, User shall indemnify and hold Spraying Systems harmless against any and all damages or claims for damages made by any person for any injury, fatal or nonfatal, to any person or for any damage to the property of any person incident to or arising out of such application.

3. TECHNICAL ASSISTANCE
Unless otherwise expressly stated by Spraying Systems: (a) any technical advice provided by Spraying Systems with respect to the use of goods furnished to User shall be without charge, (b) Spraying Systems assumes no obligation or liability for any such advice, or for any results occurring as a result of the application of such advice; and (c) User shall have sole responsibility for selection and specification of the goods appropriate for the end use of such goods.