Standard Terms and Conditions of Sale:

The sale and supply of equipment, parts, or other materials by BDH MIDDLE EAST Group shall be governed by the terms and conditions set forth in the applicable written contract for such transaction. In the absence of a written contract, the following terms and conditions shall apply:

1. Prices and Charges

The Buyer shall be responsible for payment of the following:

1.1 The price of the equipment and/or services as specified in the contract, or, where not specified, BDH MIDDLE EAST Group prevailing prices at the time of shipment. All prices shall be based on the latest INCOTERMS® 2020 published by the International Chamber of Commerce, as stated in the quotation. In the absence of such specification, prices shall be deemed Ex Works (EXW) at the factory.

1.2 The cost of any additional supplies and/or services required for the operation of the system and its intended use, including those provided on an expedited basis.

1.3 All packing, freight, transportation, and insurance charges incurred from the point of dispatch (warehouse) to the final destination (warehouse).

1.4 All applicable bank charges.

1.5 Where, for any reason, the customer cancels the order post order confirmation by

the BDH Group, a re-stocking fee of 20% of the order value, is payable by the Customer.

2. Product, Technical & Application Advise

Any consultancy or technical advice provided to the Buyer in connection with procurement is given to the best of BDH MIDDLE EAST Group and/or the manufacturer’s knowledge and based on prior experience. The Buyer and/or end user shall remain solely responsible for exercising due diligence in assessing the suitability and applicability of such advice for their specific production processes, applications, or intended use.

BDH MIDDLE EAST Group shall not be held liable for any loss or damage arising from reliance on such advice, unless such loss or damage results from a proven intentional breach of contract by BDH MIDDLE EAST Group.

3. Changes to Design and Specifications

BDH MIDDLE EAST Group reserves the right, at its discretion, to modify the design and/or specifications of the equipment or to substitute equipment of an alternative design, provided that such modification or substitution does not materially and adversely affect the agreed performance or intended utility of the equipment.

Any request by the Buyer for changes to the scope of supply, design, specifications, or performance requirements (each, a “Variation”) shall be subject to the prior written approval of BDH Middle East Group. Any approved Variation shall entitle BDH Middle East Group to an equitable adjustment in the contract price and/or the delivery or performance schedule.

In the event that the parties are unable to agree on the adjustment to the contract price or schedule prior to implementation of the Variation, and BDH MIDDLE EAST Group elects to proceed with performance in order to avoid delay, the Buyer shall pay BDH Middle East Group a reasonable and properly documented estimate of the value of the additional work, subject to subsequent adjustment upon mutual agreement.

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4. Trade Compliance and Export Control

The products supplied hereunder are subject to all applicable trade, export control, and sanctions laws and regulations, including those of the United Arab Emirates, the United States of America, and the United Nations.

The Buyer shall ensure that any use, transfer, re-export, or delivery of such products complies fully with all applicable laws and regulations, including restrictions relating to sanctioned countries, entities, or individuals.

Both BDH MIDDLE EAST Group and the Buyer agree to comply with all applicable trade and export restrictions imposed by the relevant authorities in the country of manufacture, the United States of America, the United Arab Emirates, and the United Nations.

5. Terms of Payment

Unless otherwise expressly agreed in writing, all invoices shall be payable in full (100%) in advance upon issuance of the purchase order. Any alternative or special payment terms shall be mutually agreed in writing on a case-by-case basis prior to order acceptance.

The Buyer shall not be entitled to withhold, defer, set off, or counterbalance any payments due to BDH MIDDLE EAST Group against any claims, unless such claims have been expressly acknowledged by BDH MIDDLE EAST Group in writing or finally determined by a competent court or arbitral tribunal.

In the event that the Buyer causes any delay in contract execution or completion, BDH MIDDLE EAST Group reserves the right to invoice and the Buyer shall pay on a reasonable pro-rata basis for work performed and costs incurred up to the date of such delay.

Any overdue amounts shall accrue interest at a rate of 2% per month, or part thereof, from the due date until the date of full payment.

The Buyer shall reimburse BDH Middle East Group for all reasonable costs and expenses incurred in the collection of overdue amounts, including, without limitation, legal fees, court costs, and any fees payable to BDH Middle East Group legal representatives.

If, at any time, there are reasonable grounds to doubt the Buyer’s solvency or creditworthiness, BDH Middle East Group reserves the right to require advance payment, adequate security, or other guarantees as a condition for continued performance, and/or to declare all outstanding amounts immediately due and payable.

Payments based on installation sign off should not be put on hold if the installation is delayed because of the site not ready

Where, for reasons attributable to the Customer, the installation / training / signoff gets delayed beyond 30 days from the date of last delivery of materials, the BDH Middle East Group is entitled to submit the invoice for contractual milestone attributable to the said installation / training / signoff and get paid without any further delay.

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6. Delivery

The estimated delivery period (including commencement and completion dates) shall be specified in the quotation and is based on commitments provided by the manufacturer. Such delivery timelines are indicative only. BDH MIDDLE EAST Group shall not be held liable for any delay in delivery arising from the manufacturer or other circumstances beyond its reasonable control. BDH MIDDLE EAST Group shall, however, use reasonable efforts to keep the Buyer informed of any known or anticipated delays.

BDH MIDDLE EAST Group shall not be liable for, nor accept, any penalties or liquidated damages for delay unless expressly agreed in writing prior to order acceptance.

BDH MIDDLE EAST Group reserves the right to postpone delivery in the event of force majeure for the duration of the event and for a reasonable period thereafter. If, due to circumstances beyond BDH Middle East Group control, delivery becomes wholly or partially impossible, BDH MIDDLE EAST Group reserves the right to suspend, partially perform, or terminate the contract, without liability, to the extent affected by such circumstances.

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7. Delays

Where circumstances beyond BDH MIDDLE EAST Group reasonable control occur, the time for performance and completion of the Contract shall be extended for a period at least equal to the duration of such circumstances, together with a reasonable mobilisation and recovery period. Such circumstances include, without limitation, acts or omissions of the Buyer, force majeure events (including Acts of God), governmental actions or restrictions, labour disputes or shortages, civil unrest, fire, flood, public health emergencies, transportation disruptions, plant or equipment failures, and delays in procurement of materials, components, or services.

In the event that delivery, invoicing, or site-related services cannot be performed due to circumstances attributable to the Buyer, including but not limited to site non-readiness, delayed inspection or acceptance of delivered goods, delayed approvals, or delayed payment processing, the following shall apply:

• BDH MIDDLE EAST Group shall be entitled to issue invoices and the Buyer shall make payment in accordance with the agreed payment terms, irrespective of whether delivery, installation, or services have been completed due to Buyer-related delays.

• BDH MIDDLE EAST Group shall not be held liable for any delays, losses, or damages arising from such Buyer-related causes.

• Any agreed liquidated damages or penalty provisions shall be deemed inapplicable during periods of delay caused by the Buyer.
• Goods stored due to Buyer delay shall remain at the Buyer’s sole risk and expense.
• BDH MIDDLE EAST Group shall be entitled to charge storage fees at a rate of 1% per month of the goods’ value, commencing after a free storage period of thirty (30) days from the date the Buyer is notified that the goods are ready for shipment or delivery.

8. Title and Risk of Loss

• Notwithstanding delivery or the passing of risk in the goods, legal and beneficial ownership of the goods shall remain with BDH MIDDLE EAST Group until full and final payment of all amounts due from the Buyer, under any and all contracts or transactions, has been received in cleared funds.
• Upon delivery and acceptance of the goods by the Buyer, or upon the Buyer taking custody or control thereof, the Buyer shall assume full responsibility and liability for any loss, damage, or deterioration of the goods.
• In the event that the Buyer causes any delay in contract completion, the Buyer shall be liable to pay BDH MIDDLE EAST Group applicable storage charges and shall remain obliged to settle the contract value within thirty (30) days from receipt of BDH MIDDLE EAST Group notice confirming that the goods are ready for shipment or delivery.
• In the event of insolvency, bankruptcy, suspension of payments, or similar financial distress affecting the Buyer, BDH MIDDLE EAST Group shall be entitled to request full disclosure of assigned receivables, supporting documentation, and any information necessary to enforce or collect outstanding claims, and the Buyer shall cooperate fully in this regard.
• Should any third-party assert claims over the goods, the Buyer shall be obligated to notify such third party of BDH MIDDLE EAST Group ownership rights and immediately inform BDH MIDDLE EAST Group of any such claim or attempted enforcement. The Buyer shall be liable for any resulting costs, losses, or damages incurred by BDH MIDDLE EAST Group in connection therewith.

9. Testing, Installation, Supervision, and Inspection

Testing procedures shall be those expressly specified in the Contract, or in the absence thereof, BDH MIDDLE EAST Group’s standard testing procedures applicable to the relevant equipment.

The Buyer shall notify BDH MIDDLE EAST Group promptly upon site readiness and shall ensure that the site is adequately prepared to enable timely execution of installation, testing, and commissioning activities. The Buyer shall also allow sufficient time for BDH MIDDLE EAST Group personnel mobilization and execution of the required works.

Upon completion of installation and/or testing, the equipment shall be deemed to have been accepted as conforming to the contractual specifications unless the Buyer notifies BDH MIDDLE EAST Group in writing of any defects or non-conformities without undue delay and, in any event, within seven (7) days of completion.

At the Buyer’s request, BDH MIDDLE EAST Group may provide supervision services for unpacking, assembly, installation, testing, commissioning, adjustment of equipment, and/or inspection. Such services shall be charged in accordance with BDH Middle East Group’s then-current standard service rates,

10. Warranty

A standard warranty period of twelve (12) months from the date of delivery or supply shall apply, unless otherwise agreed in writing. All goods supplied by BDH MIDDLE EAST Group shall carry only the manufacturer’s warranty, which shall be passed on to the Buyer to the extent permitted by the manufacturer’s terms.

Transit damage shall not be covered under this warranty. No other warranties, whether express or implied, shall apply, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

The Buyer shall be responsible for inspecting the goods upon receipt and determining their suitability for the intended use, including conducting any necessary tests prior to application or installation.

Any warranty claim shall only be valid if BDH MIDDLE EAST Group is notified in writing immediately upon discovery of the alleged defect.

In the event of a valid warranty claim, BDH MIDDLE EAST Group’s sole obligation shall be, at its discretion, either to repair the defective goods or replace them free of charge. No refund obligation shall apply unless expressly agreed in writing.

BDH Middle East Group shall not be liable for any indirect, consequential, incidental, or special damages arising from any defect or failure of the goods, as the warranty is strictly limited to ensuring conformity of the delivered goods with the contractual specifications.

The warranty shall not apply to any damage resulting from improper handling, storage, installation, or use after the transfer of risk, nor to any damage caused by external factors not contemplated under the Contract.

Warranty will be void if in case of any installation/ repair/maintenance performed by non-BDH personnel.

11. Return Goods Policy

Any request for return of materials must include full details of the goods, the reason for return, the customer purchase order number, and the relevant BDH invoice number. Requests submitted without complete information shall not be processed.

Upon approval of a return request, a Return Authorization (RA) number will be issued, together with instructions specifying the designated return location. All returned shipments must be accompanied by a packing list and clearly reference the issued RA number.

No credit note shall be issued for any returned materials without a valid and approved Return Authorization.

In cases where materials are returned due to order entry errors or shipping errors attributable to BDH MIDDLE EAST Group, full credit shall be issued, provided that the goods are returned within thirty (30) days from the original shipment date and are received in their original condition.

For defective materials, credit shall be issued based on the original invoiced value, subject to inspection and confirmation of the defect by BDH MIDDLE EAST Group.

Freight costs for returned goods shall be borne by the Buyer unless the return is due to an error attributable to BDH MIDDLE EAST Group.

Special order items, custom-made products, and made-to-order goods are strictly non-returnable. Discontinued items, defined as goods no longer manufactured or replaced by newer models, are also non-returnable and not eligible for credit.

To be eligible for return consideration, goods must be returned within thirty (30) days from the date of the original invoice, in reasonable quantities, and in resalable condition.

All approved return materials must be properly packaged to prevent damage during transit, preferably using the original packaging. BDH MIDDLE EAST Group shall not be liable, and no credit shall be issued, for any goods damaged in transit due to inadequate or improper packaging.

12. Limitation of Liability

To the fullest extent permitted by applicable law, BDH MIDDLE EAST Group shall not be liable, whether in contract, tort (including negligence), or otherwise, for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profit, loss of revenue, loss of business, or delay in delivery, even if advised of the possibility of such damages.

BDH sole and exclusive obligation, and the Buyer’s sole and exclusive remedy, for any breach of warranty or negligence shall be limited to repair or replacement of the defective goods, in accordance with Clause 10 (Warranty).

In all circumstances, BDH MIDDLE EAST Group / total aggregate liability arising out of or in connection with the Contract shall not exceed the lesser of:
(i) the repair or replacement cost of the defective goods; or
(ii) the invoiced value of the specific defective item giving rise to the claim.

Any claims not made in accordance with the procedures and limitations set out in this Contract shall be deemed waived.

13. Indemnity

The Buyer agrees to defend, indemnify, and hold harmless BDH MIDDLE EAST Group, including its affiliates, agents, representatives, employees, officers, successors, assigns, and customers, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, and expenses (including reasonable legal fees and court costs), whether direct or indirect, arising out of or in connection with:
(i) any injury to or death of any person; and/or
(ii) any loss of or damage to property,
to the extent such injury, death, loss, or damage is caused by any act, omission, negligence, or breach of contract by the Buyer, its employees, agents, subcontractors, or representatives.

14. After-Sales Service

Where after-sales service forms part of the agreed scope of sale, project, or work, such services shall be governed by BDH MIDDLE EAST Group General Terms and Conditions of Service.

In the event that after-sales service, maintenance, installation, or any related services are performed by a third party not appointed or authorized in writing by BDH MIDDLE EAST Group shall bear no responsibility or liability for the performance, operation, warranty validity, or guarantees relating to the equipment.

Any modification, repair, or intervention carried out by unauthorized third parties shall automatically void any applicable warranty or service obligations of BDH MIDDLE EAST Group to the extent permitted by law.

15. Termination

In the event that the Buyer terminates the Contract, in whole or in part, for any reason other than BDH MIDDLE EAST Group material breach, BDH MIDDLE EAST Group shall be entitled to recover from the Buyer all costs incurred up to the effective date of termination. Such costs shall include, without limitation, direct and indirect costs, materials procured, work performed, committed liabilities, and reasonable overheads and administrative expenses, as determined by BDH MIDDLE EAST Group or verified by its auditors.

In addition, BDH MIDDLE EAST Group shall be entitled to a reasonable profit margin on work performed and commitments made, calculated in accordance with BDH MIDDLE EAST Group standard pricing structure applicable to the relevant customer, product, or service.

The Buyer shall also reimburse BDH MIDDLE EAST Group for all costs and expenses incurred in connection with enforcement or collection of amounts due, including legal fees, court costs, and attorney fees (whether incurred or payable), with recovery limited to the higher of the two amounts where applicable.

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16. Confidentiality

The Buyer acknowledges that all drawings, specifications, designs, technical documents, and other materials provided by BDH MIDDLE EAST Group, whether prepared by BDH MIDDLE EAST Group or by third parties engaged by BDH MIDDLE EAST Group, contain proprietary information, trade secrets, and confidential know-how of commercial value to BDH MIDDLE EAST Group and/or such third parties.

The Buyer agrees and undertakes that it shall:
(a) maintain strict confidentiality of all such information and exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care;
(b) not disclose, publish, or otherwise make available such information to any third party, affiliate, division, or entity without BDH MIDDLE EAST Group prior written consent;
(c) use such information solely for the purpose of operating, installing, maintaining, or using the Products supplied under the Contract; and
(d) not copy, reproduce, sell, license, lease, transfer, or otherwise exploit such information, nor permit any third party to do so, without BDH MIDDLE EAST Group prior written approval.

The obligations under this Clause shall not apply to information that is or becomes publicly available other than through a breach of this Agreement or is lawfully obtained from a third party without restriction.

17. Intellectual Property

The Buyer acknowledges that BDH MIDDLE EAST Group and/or its affiliates are the sole and exclusive owners of all intellectual property rights relating to the Products, including but not limited to trademarks, trade names, logos, designs, patents, copyrights, trade secrets, and proprietary know-how.

No ownership, license, or other rights, whether express or implied, are granted or transferred to the Buyer under this Agreement, except the limited right to use the Products as supplied in accordance with the Contract. In particular, the Buyer shall not manufacture, have manufactured, copy, reproduce, modify, reverse engineer, or otherwise derive or exploit any Products or related intellectual property without BDH MIDDLE EAST Group prior written consent.

The Buyer further agrees that it shall only use BDH MIDDLE EAST Group or its affiliates’ trademarks, brand names, or other intellectual property strictly in connection with the resale, marketing, or use of Products supplied under this Contract, and shall not use such intellectual property in relation to any other goods or services unless expressly authorized in writing by BDH MIDDLE EAST Group.

18. Product Life Cycle

In line with a life cycle perspective, BDH MIDDLE EAST Group recognizes the importance of providing relevant information to stakeholders regarding potential environmental impacts associated with the end-of-life treatment and final disposal of its products and services.

All relevant parties are advised to refer to the applicable manufacturer’s product manuals, technical documentation, and catalogues for guidance on safe handling, disposal procedures, and end-of-life treatment of the products.

The Buyer and all users shall ensure full compliance with all applicable local laws, regulations, and environmental requirements of the country in which the products are used or disposed of.

BDH MIDDLE EAST Group remains available to provide reasonable assistance or clarification upon request regarding product disposal or end-of-life considerations.

19. Entire Contract

These General Terms and Conditions, together with BDH MIDDLE EAST Group written techno-commercial proposal, constitute the entire agreement between the parties (the “Contract”) and shall supersede all prior discussions, negotiations, representations, or agreements, whether oral or written.

This Contract shall be deemed incorporated into any purchase order or other document issued by the Buyer. Any additional, conflicting, or differing terms and conditions contained in the Buyer’s purchase order or other documents shall have no force or effect unless expressly accepted in writing by an authorized representative of BDH MIDDLE EAST Group.

No amendment, modification, or variation of this Contract shall be valid or binding unless made in writing and duly signed by an authorized representative of BDH MIDDLE EAST Group.

20. Governing Law

This Contract, and any dispute or claim arising out of or in connection with its validity, interpretation, or performance, shall be governed by and construed in accordance with the laws of the United Arab Emirates.

General Service Engagement Terms and Conditions:

1. Service Engagement Criteria

All service assignments shall be initiated only upon receipt of a written Service Order from the Customer, based on mutually agreed terms and conditions. Acceptance of a Service Order by BDH MIDDLE EAST Group shall be communicated through a written Order Confirmation. A legally binding and enforceable contract shall be deemed to exist upon such acceptance.

2. Prices and Charges

The Customer shall pay the prices specified in the Contract or Service Order. Where prices are not expressly stated, BDH MIDDLE EAST Group prevailing rates at the time-of-service execution shall apply for all goods, components, parts, equipment, and materials required for the performance of the services.

In addition, the Customer shall be liable for the following charges, where applicable:
2.1 Any items or works not expressly included in the Contract but required for execution  of the services due to incomplete, inaccurate, or misleading information provided by the Customer.

2.2 Service charges in accordance with the Contract, or in the absence thereof, BDH MIDDLE EAST Group standard daily service rates.
2.3 All transportation, logistics, travel, and related expenses for personnel, equipment, and materials.

3. Terms of Payment

Payment terms shall be as specified in the Contract or Service Order, and may include one or more of the following arrangements:
3.1 100% advance payment prior to commencement of services or supply of materials.
3.2 Progress payments as reasonably determined by BDH MIDDLE EAST Group and agreed by the Customer based on project milestones or progress.
3.3 Payment within a specified number of days from the date of invoice, shipment, or service completion, as applicable.

All overdue amounts shall accrue interest at a rate of 2% per month or part thereof, from the due date until full payment is received. The Customer shall also be liable for all collection and enforcement costs, including legal fees and attorney charges, incurred by BDH MIDDLE EAST Group in recovering outstanding amounts.

4. Terms of Service Execution

Service attendance shall be subject to availability of qualified service personnel and governed by the following conditions:

4.1 Service time shall be calculated on a “base-to-base” basis, including travel time.
4.2 All site access, permits, logistics arrangements, and related requirements shall be arranged at the Customer’s cost and responsibility.
4.3 All service orders executed, regardless of completion status due to circumstances beyond BDH reasonable control, shall be chargeable in accordance with BDH prevailing rates for labour, materials, and expenses incurred.
4.4 Any delay caused by the Customer or third parties, or due to conditions outside BDH MIDDLE EAST Group control, shall entitle BDH MIDDLE EAST Group to extend the service schedule accordingly, with all additional costs chargeable at prevailing rates.
4.5 Unless otherwise agreed in writing, BDH MIDDLE EAST Group shall determine the number of personnel required to perform the services and may apply overtime rates where necessary in its reasonable discretion.
4.6 Disposal of electronic waste (e-waste) and other regulated waste shall be carried out in compliance with applicable local laws and environmental regulations.

5. Warranty

A warranty period of three (3) months shall apply to labour and parts, subject to the following conditions:

5.1 The warranty period commences from the date of the Service Report issued by the attending engineer. Warranty coverage is limited to repair or replacement of defective parts/workmanship, at BDH MIDDLE EAST Group sole discretion, and applies only to services performed by BDH MIDDLE EAST Group personnel.
5.2 “Labour” under warranty is strictly limited to actual repair time. All other costs, including waiting time, travel time, transportation, accommodation, and incidental expenses, shall be borne by the Customer.
5.3 The warranty shall be void if the equipment is modified, repaired, or altered by the Customer or any third party without BDH Middle East Group prior written approval, or if the equipment is subjected to misuse, improper handling, or incorrect operation.
5.4 Warranty claims may be fulfilled either by return of the equipment/parts to BDH Middle East Group (freight prepaid by the Customer) or by on-site repair, as determined by BDH or its principal. Replacement or repaired items shall be returned freight prepaid by the Customer.
5.5 This warranty is exclusive and in lieu of all other warranties, whether express or implied. BDH Middle East Group liability for any defective workmanship or parts shall be strictly limited to repair or replacement as stated above and shall in no event include liability for indirect, incidental, consequential, or commercial damages.

6. Termination

In the event the Customer terminates any Service Order, in whole or in part, other than due to BDH MIDDLE EAST Group material breach, BDH MIDDLE EAST Group shall be entitled to recover all costs incurred up to the date of termination, including direct and indirect costs, committed expenses, and reasonable overheads, as determined in accordance with BDH MIDDLE EAST Group standard accounting practices.

The Customer shall also reimburse BDH MIDDLE EAST Group for all collection and enforcement costs incurred, including legal fees and attorney charges.

7. Governing Law and Jurisdiction

This Contract and any dispute, claim, or matter arising out of or in connection therewith shall be governed by and construed in accordance with the laws of the United Arab Emirates. The courts of the United Arab Emirates shall have exclusive jurisdiction over any such disputes, unless otherwise agreed in writing.