Terms & Conditions
Standard Terms and Conditions of Sale and General Service Engagement Terms governing equipment, parts, materials and services supplied by BDH Middle East Group.
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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 set forth in the applicable written contract. In the absence of a written contract, the following terms shall apply.
1. Prices and Charges
The Buyer shall be responsible for payment of the price of equipment and/or services as specified in the contract, or where not specified, BDH Middle East Group’s prevailing prices at the time of shipment. All prices are based on the latest INCOTERMS® 2020. In the absence of specification, prices shall be deemed Ex Works (EXW) at the factory. Buyer is responsible for additional supplies/services required for operation, all packing, freight, transportation and insurance charges from dispatch warehouse to final destination, and all applicable bank charges. Where the customer cancels an order post-confirmation, a re-stocking fee of 20% of the order value is payable by the Customer.2. Product, Technical & Application Advice
Any consultancy or technical advice provided to the Buyer is given to the best of BDH Middle East Group and/or the manufacturer’s knowledge. The Buyer and/or end user shall remain solely responsible for assessing suitability 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 resulting 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 to modify the design and/or specifications of the equipment or to substitute equipment of an alternative design, provided such modification does not materially and adversely affect agreed performance or intended utility.
Any Buyer-requested Variation requires prior written approval and entitles BDH Middle East Group to an equitable adjustment in contract price and/or delivery schedule.
4. Trade Compliance and Export Control
Products supplied hereunder are subject to all applicable trade, export control and sanctions laws and regulations 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 complies with all applicable laws and regulations, including restrictions relating to sanctioned countries, entities or individuals.
6. Delivery
Estimated delivery periods specified in the quotation are based on manufacturer commitments and are indicative only. BDH Middle East Group shall not be liable for delays arising from the manufacturer or circumstances beyond its reasonable control.
BDH Middle East Group shall not be liable for penalties or liquidated damages unless expressly agreed in writing prior to order acceptance. Delivery may be postponed in the event of force majeure.
7. Delays
Where circumstances beyond BDH Middle East Group’s reasonable control occur, the time for performance shall be extended for at least the duration of such circumstances plus a reasonable mobilisation and recovery period.
Where delivery or site services cannot be performed due to Buyer-attributable causes (site non-readiness, delayed inspection/approval/payment), BDH Middle East Group is entitled to invoice per agreed terms regardless of completion.
Goods stored due to Buyer delay remain at Buyer’s sole risk and expense. Storage fees of 1% per month of goods value apply after a free storage period of thirty (30) days from notice of readiness for shipment.
8. Title and Risk of Loss
Legal and beneficial ownership remains with BDH Middle East Group until full and final payment of all amounts due in cleared funds, notwithstanding delivery or passing of risk.
Upon delivery and acceptance, or upon Buyer taking custody/control, Buyer assumes full responsibility and liability for any loss, damage or deterioration.
In the event of insolvency or financial distress, BDH Middle East Group is entitled to full disclosure of assigned receivables and supporting documentation necessary to enforce outstanding claims.
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.
Buyer shall promptly notify site readiness and ensure adequate site preparation. Upon completion of installation/testing, equipment shall be deemed accepted unless defects are notified in writing within seven (7) days of completion.
10. Warranty
A standard warranty period of twelve (12) months from the date of delivery shall apply unless otherwise agreed in writing. Goods carry only the manufacturer’s warranty, passed on to the Buyer to the extent permitted by manufacturer terms.
Transit damage is not covered. No other warranties, express or implied (including merchantability or fitness for purpose), shall apply.
BDH Middle East Group’s sole obligation under a valid claim is, at its discretion, repair or replacement free of charge — no refund obligation applies unless expressly agreed in writing.
Warranty is void if installation/repair/maintenance is performed by non-BDH personnel.
11. Return Goods Policy
All return requests must include full goods details, reason for return, customer purchase order number, and the relevant BDH invoice number. A Return Authorization (RA) number must be issued before any return.
No credit note shall be issued without a valid approved RA. Returns due to BDH order/shipping errors are fully credited if returned within 30 days in original condition.
Special-order, custom-made, made-to-order and discontinued items are strictly non-returnable.
Goods must be returned within thirty (30) days of original invoice, in resalable condition, properly packaged (preferably in original packaging).
12. Limitation of Liability
To the fullest extent permitted by law, BDH Middle East Group shall not be liable for any indirect, incidental, special, punitive or consequential damages, including loss of profit, revenue, business or delay in delivery.
Total aggregate liability 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.
13. Indemnity
The Buyer agrees to defend, indemnify and hold harmless BDH Middle East Group, its affiliates, agents, employees, officers, successors and assigns from any claims arising out of injury to persons or damage to property to the extent caused by the act, omission, negligence or breach of contract by the Buyer.
14. After-Sales Service
Where after-sales service forms part of the agreed scope, such services shall be governed by BDH Middle East Group’s General Terms and Conditions of Service.
Where service, maintenance or installation is performed by an unauthorized third party, BDH Middle East Group bears no responsibility for performance, operation or warranty validity. Unauthorized modifications automatically void applicable warranties.
15. Termination
If the Buyer terminates the Contract (other than for BDH Middle East Group’s material breach), BDH Middle East Group shall be entitled to recover all costs incurred up to the effective date of termination, including direct/indirect costs, materials, committed liabilities and reasonable overheads.
BDH Middle East Group is also entitled to a reasonable profit margin on work performed plus reimbursement of all enforcement and collection costs.
16. Confidentiality
Buyer acknowledges that all drawings, specifications, designs and technical documents contain proprietary information, trade secrets and confidential know-how.
Buyer shall maintain strict confidentiality, not disclose to third parties without prior written consent, use the information solely to operate/install/maintain the Products, and not copy, sell, license or otherwise exploit such information.
17. Intellectual Property
BDH Middle East Group and/or its affiliates are the sole owners of all intellectual property rights relating to the Products, including trademarks, trade names, logos, designs, patents, copyrights, trade secrets and proprietary know-how.
No ownership or license is granted to the Buyer except the limited right to use Products as supplied. Buyer shall not manufacture, copy, modify, reverse engineer or exploit any Products or related IP without prior written consent.
18. Product Life Cycle
BDH Middle East Group provides relevant information regarding potential environmental impacts of end-of-life treatment of its products. Parties should refer to manufacturer manuals and catalogues for guidance on safe handling and disposal.
Buyer and users shall comply with all applicable local environmental laws and regulations in the country of use or disposal.
19. Entire Contract
These General Terms and Conditions, together with BDH Middle East Group’s written techno-commercial proposal, constitute the entire agreement and supersede all prior discussions, negotiations or agreements.
Conflicting terms in the Buyer’s purchase order have no force unless expressly accepted in writing 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 it shall be governed by and construed in accordance with the laws of the United Arab Emirates.
General Service Engagement Terms
Terms governing service assignments, on-site work, maintenance and related engagements performed by BDH Middle East Group.
1. Service Engagement Criteria
All service assignments shall be initiated only upon receipt of a written Service Order. Acceptance by BDH Middle East Group shall be communicated through a written Order Confirmation, creating a legally binding contract.
2. Prices and Charges
The Customer shall pay prices specified in the Contract or Service Order. Where not stated, BDH Middle East Group’s prevailing rates at the time of execution apply.
Customer is liable for items required due to incomplete or inaccurate information provided, service charges per standard daily rates, and all transportation, logistics, travel and related expenses.
3. Terms of Payment
Payment terms include 100% advance prior to commencement, progress payments based on milestones, or payment within a specified number of days from invoice.
Overdue amounts accrue interest at 2% per month and Customer is liable for collection and enforcement costs including legal fees.
4. Terms of Service Execution
Service time is calculated on a base-to-base basis including travel time. All site access, permits and logistics are at Customer’s cost and responsibility.
All service orders are chargeable per prevailing rates regardless of completion status.
Customer- or third-party-caused delays entitle BDH Middle East Group to extend the schedule with all additional costs chargeable.
Disposal of electronic waste and other regulated waste shall comply with applicable local laws and environmental regulations.
5. Warranty
A warranty period of three (3) months applies to labour and parts, commencing from the date of the Service Report. Coverage is limited to repair or replacement of defective parts/workmanship, at BDH Middle East Group’s sole discretion.
Labour under warranty is strictly limited to actual repair time. Waiting time, travel, transportation, accommodation and incidentals are borne by the Customer.
Warranty is void if equipment is modified, repaired or altered by Customer or unauthorized third parties, or subjected to misuse or improper handling.
6. Termination
If the Customer terminates a Service Order (other than for BDH Middle East Group’s material breach), BDH Middle East Group is entitled to recover all costs incurred to the date of termination, plus collection and enforcement costs.
7. Governing Law and Jurisdiction
This Contract 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.