- Privacy Notice
- Website Terms
- Code of Conduct
- Standard Terms of Sale (Distributor)
- Online Advertising Guidelines
- Standard Terms of Purchase
Rheem Manufacturing MEA FZE
Effective Date: 10 December 2018
1.1 This Privacy Notice (“Notice”) describes the information that Rheem Manufacturing MEA FZE and its subsidiaries and affiliates (collectively, “Rheem”, or “we”) collects, uses, shares and stores about you, including personal data, and provides guidance and information regarding our processing of personal data.
1.2 We are committed to protecting and respecting your privacy. This Notice sets out the legal bases we rely on when processing any personal data we collect from you that you provide to us, either directly or through our trusted partners, or that we obtain from others. Please read this Notice carefully to understand how we process personal data about you.
1.3 In this Notice, references to “you” means the person about whom we collect, use and process personal data.
1.4 We will use personal data about you only for the purposes and in the manner set forth below, which describes the steps we take to ensure that our processing of personal data complies with U.S. laws and regulations, with European Union Law, including Regulation (EU) 2016/679, known as the General Data Protection Regulation or GDPR, as well as applicable UAE data protection laws, and any subsequent amendments or successor laws thereto (collectively referred to as “Data Protection Legislation”).
1.5 We seek to maintain the privacy, accuracy, and confidentiality of data (including personal data about you) that we collect and use.
2.1 This Notice applies to personal data that we collect, use and otherwise process about you in connection with your relationship with us. This includes personal data we collect about you, or you provide to us, through our websites, mobile applications, or call centers; through product registrations; and through any other online or offline methods through which we communicate with you, as well as when we obtain personal data about you from a third party.
3.1 The personal data we collect about you helps us provide the best possible support for your products, optimize your use of our websites and mobile applications, and show advertisements to you based on your interests. In addition, we are required to process certain personal data for legal, regulatory, tax and auditing purposes. The personal data we collect, the basis for our processing, and the purposes of our processing, are detailed below. Sometimes, these activities are carried out by third parties (see “Sharing of Personal Data” section below).
3.2 You are not required to provide all the personal data described below to us; however, if you choose not to do so, we may not be able to offer you certain services and related features. You may provide personal data to us in various ways. The types of personal data we may obtain includes the following:
Personal data we process
Basis of processing
Purpose of processing
If your product is registered with us by you, or via contractors or plumbers, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline. We will also maintain this information with your purchase history.
It is necessary for the performance of our contract with you to provide warranty service (including any potential recalls) as necessary.
This is required to register your product or to provide you with service under the warranty, including any recalls.
If you purchase an extended warranty, or make a claim under any warranty, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline, purchase history, installation information, and credit card or other payment details.
It is necessary for the performance of our contract with you if you purchase an extended warranty or make a claim under any warranty.
This is required to provide extended warranties to your purchased products, and to process and fulfill claims in connection with our products and to inform you of the status of claims.
If you sign up for a contest or promotion, we will collect your name, email address, telephone number, product interest, and postal address.
This is required to enter you into the contest or promotion you have chosen to participate in.
If you correspond with us, we will collect your name, contact details, and the details of your correspondence.
We collect this information because in some cases it is necessary for the performance of a contract with you, and in other cases when it is in our legitimate business interest to do so, depending on the nature of the correspondence.
We retain this information to keep track of our communications with you, to respond to your requests and inquiries, and to provide you with the best possible service.
If you respond to any surveys, we will collect your name and your responses, some of which may include personal data.
We retain this information because it is in our legitimate business interest to do so.
We retain this information to understand how you use our products to improve our products and services, for developing new products and features, and to administer your participation in surveys and market research.
If you access our websites, we will collect non-persistent information about your computer equipment, device IP address, operating system, browser type, and browsing behavior including the details of your visits to our website, web traffic data, location data, and logs.
We process this information based on our legitimate business interests, or with your consent.
We process this information to enable and monitor your use of our websites and services, and to improve those services. We also collect this information so you will not have to re-enter it when you use our services, and also track and understand how you use and interact with our websites and applications, and also to tailor our services around your preferences and to enable us to manage and enhance our services.
If you access our websites, we will collect persistent information, including your device IP address, domain name, identifiers associated with your device, device and operating system type, and characteristics, web browser characteristics, language preferences, clickstream data, your interactions with our products and services, the pages that led or referred you to our websites or applications, dates and times of access, geolocation information, and other information about your use of our websites and applications.
We process this information based on your consent.
We use this information to provide you with interest-based (behavioral) advertising or other targeted content. For geolocation information, we use this information to understand where our products are used, and to respond to service requests or automatic service notifications.
Content you post in public areas of our website, and 3rd party industry and social media sites.
We process this information based on our legitimate business interests. Please note that third party sites may have their own collection policies and processes, which we do not control.
We use this information to effectively communicate to you, respond to your requests or inquiries, and to better understand how our products are used.
In the event that you apply for a job through our site, we will collect your name, address, employment history, educational history and qualifications and salary history.
We process this information on the basis of performance of an employment contract between you and us, and/or taking steps, at your request, to enter into such a contract.
We use this information to manage your application for, or interest in, career opportunities with us.
If you use the Rheem App or EcoNet Apps, we will collect your name, telephone number, email, and the name or designation you give to your account. The app would also collect certain additional information about your products, like usage history and functionality.
We process this information on the basis of the performance of a contract, or, for alerts, on the basis of consent
When you sign up for EcoNet services, we use the information to administer your Rheem App account, manage its interaction with the EcoNet Smart Thermostat, and to send you fault alerts or status updates.
3.3 Where does Rheem obtain personal data about me?
Information you provide:
We obtain personal data about you directly from you, or via contractors and plumbers who assist you, when you register a product, when you extend a warranty, and when you submit information to us via our websites or mobile applications. We may also collect personal data in the course of the performance of your contract with us or if you contact us via phone, email or direct messaging services provided by third-party social media platforms.
Information we collect automatically:
As discussed above, when you navigate through and interact with our websites or mobile applications or through email, we may use automatic data collection technologies to collect information about you. This includes browser cookies, Flash cookies, web beacons, device identifiers, server logs, and other technologies.
We do not support the Do Not Track browser option.
Information we obtain about you from third parties:
We may receive personal data about you from contractors who may assist you in registering your products and purchasing extended warranties.
We also send out mailings via the post office from public records.
4.1 We do not sell personal data for any commercial or marketing purposes.
4.2 The following are limited circumstances where we may share your personal data with third parties:
4.2.1. External vendors, service providers, and technicians who help with our data processing and storage and/or who help with the management of our websites and other online platforms.
4.2.2 In connection with a merger or sale of the company and/or parts of its assets, your personal data may be among items sold or transferred.
4.2.3. Contractors who may assist you in registering your products, or purchasing extended warranties.
4.2.4. Third parties who you have requested information from for purposes of financing or rebate information.
In certain circumstances, we also share and/or are obliged to share your personal data with third parties in accordance with Data Protection Legislation. These third parties include:
· relevant industry bodies;
· external professional advisors;
· law enforcement or government agencies in order to comply with laws or legal process;
· affiliates, subsidiaries, divisions, and service providers who provide services to us or on our behalf;
· third parties who assist us in providing our services, including but not limited to the delivery of warranty or other product related services, and to help us understand your use of our products;
· select third party vendors, business partners and other companies so that they can send promotional materials about goods and services (including special offers or promotions); and
· others, where it is permitted by law, or where we have your consent.
We require all service providers that we share personal data about you with to provide assurances regarding the confidentiality and security of that information. These third parties agree to only use such information for the purpose for which it was provided and in accordance with this Notice.
5.1 Your personal data may be transferred, stored and processed in the United States, which is a country outside the European Economic Area (“EEA”). For transfers of personal data about you outside of the EEA, we take additional steps in line with European Data Protection Legislation. We have put in place adequate safeguards with respect to the protection of your privacy, fundamental rights and freedoms, and the exercise of your rights.
6.1 We operate and use appropriate administrative, technical and physical security measures to protect your personal data.
6.2 We have in particular taken appropriate security measures to protect personal data about you from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access, to personal data about you. Access is granted on a need-to-know basis to those employees and other people whose roles require them to process personal data about you.
7.1 We will keep personal data about you for as long as it is necessary to fulfill the purposes for which we collect and/or process it as described above in Section 3, or if we have another lawful basis for retaining the data beyond the period for which it is necessary to serve the original purpose for collecting the data. This may mean that we will retain some information about you for longer than other information. The criteria we use to determine data retention periods for personal data includes the following:
7.1.1 Retention in case of queries; we will retain it for a reasonable period after the relationship between us has ceased;
7.1.2 Retention in case of claims; we will retain it for the period in which it may be enforced; and
7.1.3 Retention in accordance with legal and regulatory requirements; we will consider whether we need to retain any additional period because of a legal or regulatory requirement.
7.2 If you would like further information about our data retention practices, please contact us.
8.1 You may have various rights under data protection legislation in your country (where applicable).
To the extent permitted by applicable law in the country of collection of the data, and subject to certain conditions, you may (1) seek confirmation regarding whether Rheem is processing personal data about you; (2) request access to the personal data that we maintain about you; (3) request that we update, correct, amend or erase or restrict information about you; or (4) exercise your right to data portability, by contacting us directly at email@example.com. In addition, you may object to Rheem’s processing of your personal data at any time; however, doing so may impact your use of the services that we provide. To protect your privacy, Rheem will take commercially reasonable steps to verify your identity before disclosing any information about, granting access to or making any changes to your personal data.
These may include (as relevant):
What does it mean?
How do I execute this right?
Conditions to exercise?
Right of access
Subject to certain conditions, you have a right to access personal data about you which we hold.
You may make a request for access to personal data in writing to firstname.lastname@example.org. Please specify the type of personal data you would like to access. You may also submit a request by calling us at +65 6872 1161.
1. We must be able to verify your identity.
2. Your request may not affect the rights and freedoms of others.
3. We generally do not provide access to data we keep solely for data backup purposes.
Right of data portability
Subject to certain conditions and limitations, you have the right to receive from us personal data which you have provided to us.
You may make a request in writing to email@example.com Please specify the type of information you would like to receive. You may also submit a request by calling us at +65 6872 1161.
Your right to data portability is limited. It applies only when:
1. our processing is based on your consent or on our contract with you; and
2. when our processing is done through automated means (e.g. not paper records); and
3. You provided us with the personal data at issue.
Rights in relation to inaccurate personal or incomplete data
You may challenge the accuracy or completeness of personal data about you. If the personal data is inaccurate, you are entitled to have the inaccurate data removed, corrected or completed, as appropriate.
Please notify us of any changes regarding personal data about you as soon as they occur.
You may make a request in writing to firstname.lastname@example.org. You may also submit a request by calling us at +65 6872 1161.
This right only applies to personal data about you. When exercising this right, please be as specific as possible.
Right to object to or restrict our data processing
Subject to certain conditions, you have the right to object to or ask us to restrict the processing of personal data about you.
You may make a request in writing to email@example.com. You may also submit a request by calling us at +65 6872 1161.
This right applies only if our processing of personal data about you is based on our legitimate interests (see Section 3 above). Any objections must be based on your particular situation, and must contain specific reasons.
Right to have personal data erased
Subject to certain conditions, you have a right to have your personal data erased e.g. where you think that the information we are processing is inaccurate, or the processing is unlawful.
You may make a request in writing to firstname.lastname@example.org. You may also submit a request by calling us at +65 6872 1161.
We may not be in a position to erase personal data about you, for example when:
1. where we have to comply with a legal obligation;
2. in case of exercising or defending legal claims; or
3.where retention periods apply by law or regulations.
Right to withdrawal
You have the right to withdraw your consent to any processing for which you have previously given that consent.
If you withdraw your consent, this will only take effect for the future.
The products and services that we offer are designed for a general audience and are not intended for children under the age of 16. We do not knowingly collect personal data from children under 16. If we learn we have collected or received personal data form a child under the age of 16, we will promptly delete the information.
10.1 Without prejudice to any other administrative or judicial remedy you might have, you may have the right under data protection legislation in your country (where applicable) to lodge a complaint with the relevant data protection supervisory authority in your country if you consider that we have infringed applicable data protection legislation when processing personal data about you. This means the country where you are habitually resident, where you work or where the alleged infringement took place.
11.1 We reserve the right to change this Notice at any time in our sole discretion without prior notice to you to reflect changes. We will indicate at the top of the notice when it was most recently updated.
12. IDENTITY OF THE CONTROLLER OF PERSONAL DATA
12.1 For the purposes of Data Protection Legislation, the Data Controller is Rheem Manufacturing MEA FZE, a Dubai Airport Freezone company, with its principal place of business at Block 2 East, Office 407, Dubai Airport Freezone, Dubai, UAE.
13.1 For further information or if you have any questions or queries about this Privacy Notice, please contact the Law Department, Rheem Manufacturing Company (Singapore) Pte Ltd, UE Techpark, 8 Pandan Crescent, #02-02, Singapore 128464, or call +65 6872 1161.
General Terms and Conditions
Rheem Manufacturing Company and its affiliates (“Rheem”) provide this website as a service to its customers, prospective customers, distributors, dealers, and others. Except as otherwise set forth herein, these general terms and conditions of use (“Terms and Conditions”) govern your use of his website (the “Site” or “website”) and any products purchased from Rheem from the Site (the “Products”).
Rheem reserves the right to change or delete the contents of this website, including, but not limited to specifications or designs of its products at any time without notice.
Acceptance of Terms and Conditions of Use. By accessing and using the Site, you acknowledge that you have read and agree to these Terms and Conditions. If you place an order for any Products with Rheem, you must indicate your consent to these Terms and Conditions prior to placing your order. If you do not agree to be bound by these Terms and Conditions, then you are requested to immediately exit the Site. Rheem may take any actions it deems appropriate, including, but not limited to, restricting your access to the Site or Products if Rheem determines in its sole discretion that you have violated these Terms and Conditions.
Revisions to Terms and Conditions. Please refer to these Terms and Conditions regularly. Rheem reserves the right to modify these Terms and Conditions at any time in its sole discretion and without notice. Any such modifications shall be effective immediately upon posting of the modified agreement. Your continued access or use of this Site constitutes acceptance of the terms and conditions stated at the time of access or use. Rheem may at any time and without prior notice revise these Terms and Conditions by updating this posting.
Purchase of Products.
a. Payment and Delivery. Prices for all Products are in United States dollars and exclude any and all applicable taxes and shipping and handling charges, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase Products, you agree to pay, using a valid credit card (or other form of payment that Rheem may accept from time to time), the applicable fees and taxes (if any) set forth in the offer that you accepted. Rheem reserves the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is returned to Rheem for any reason, Rheem reserves the right to either suspend or cancel your order. It is your responsibility to ensure that sufficient funds are available to cover the charges for Products, and Rheem has no liability for any overdraft or other fees that you may incur as a result of Rheem processing your payment.
b. Order Acceptance and Confirmation. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Rheem reserves the right at any time after receipt of your order to accept or decline your order for any reason. Any and all orders accepted by Rheem are governed exclusively by the Rheem terms of sale applicable to the specific Product and these Terms and Conditions.
c. Sales Tax. Prices do not include, and you shall be responsible for, all applicable sales taxes for any Products you purchase.
d. Returns and Exchanges. Unless otherwise specified by Rheem on this website or on the terms of sale for a Product, Rheem has a 60 day return policy. In order to qualify for a return or exchange, Rheem must be notified within 60 days, and have possession of the Product within the 60th day (from the date of receipt) of the Product purchased. After 60 days from the date of receipt, Rheem is not obligated by any means to replace the Product or refund any money paid for the Product for any reason. To return your Products, you must contact customer service at the number provide on the Site for further instructions. If the Products are successfully returned to Rheem in accordance with the terms herein, your account will be credited in approximately one to two billing cycles from the date Rheem receives the Products from you.
e. Installation and Repair Information. Many Products sold through this website should be installed and repaired by qualified service professionals. Rheem strongly encourages you to refer to the use & care manual or installation manual of the Product for more information. This website may contain general information to aid qualified service professionals in the repair of certain products and parts. The complete model number and serial number of the unit under repair should be specified when selecting and ordering replacement parts. Specifications and illustrations are subject to change without notice. Rheem assumes no responsibility or liability for acts or omissions, errors, mistakes, or negligence of the purchaser or any other person or entity. The purchaser is responsible for choosing the appropriate products and parts and must verify the proper and safe operation of equipment after the replacement of any original components.
a. Corporate Identification and Trademarks. All registered or unregistered corporate names, trademarks, service marks, logos, and other source-identifying designations (collectively “Marks”) used or referred to on this website are the property of Rheem Manufacturing Company (“Rheem”) unless otherwise noted. Unauthorized use of the Marks is prohibited.
b. Proprietary Rights to Content. All content, including but not limited to information, all written materials, catalogs, photographs, computer programs, applications, computer code (including source code and object code), illustrations, artwork, designs, graphics, layout, data, logos, messages, the HTML code that Rheem creates to generate the Site, or other materials (collectively, “Content”) included on the Site is the property of Rheem or content providers of Rheem and are protected by copyright, trademark, service mark, trade dress, patent, trade secret, or other intellectual property rights and laws. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes, and other proprietary rights of Rheem and content providers of Rheem is granted to or conferred upon you. The downloading, reproduction, printing, copying, storage, or distribution of any Content, other than for non-commercial individual use, is strictly prohibited. The use of any Content for a commercial purpose, without the express written consent of Rheem, violates Rheem copyrights, trademark rights, and other intellectual property rights any may be a violation of federal law subject to criminal and civil penalties.
c. Third party content. Rheem claims no proprietary rights to, or affiliation with, any third party trademarks or logo references or appearing on the Site. You should not infer any affiliation, sponsorship or endorsement from the use of third party marks on the Site as such marks are used solely to designate certain products or services as belonging to their respective owners.
d. Disclaimer. SITE INCLUDES CONTENT AND INFORMATION THAT IS SUBJECT TO CHANGE WITHOUT NOTICE. WHILE RHEEM DESIRES THAT THE CONTENT AND INFORMATION ON THE SITE BE UP-TO-DATE AND ACCURATE, IT IS YOUR SOLE RESPONSIBILITY TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF SUCH CONTENT AND INFORMATION. RHEEM DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE CONTENT OR INFORMATION ON THE SITE OR THE ACCURACY OR RELIABILITY OF SUCH CONTENT OR INFORMATION.
Information Privacy and Security. Except as otherwise provided in these Terms and Conditions, Rheem seeks to protect the privacy of personal information you submit over the Site. Please review the Rheem’s Privacy Notice for more information about how Rheem handles personal information, which may be accessed at iat.rheemv2.rheemdev.com at the footer of the screen. However, the security of the Internet cannot be guaranteed and therefore Rheem cannot assure your privacy. Rheem is not responsible for any unauthorized access to communications that you submit over the Internet.
Any communication or material you transmit to the Site by electronic mail or otherwise, will be treated in accordance with our Privacy Notice. By transmitting or posting any communications or materials to this site, you agree that Rheem or any of its affiliates may use your communications or materials for any purpose, including reproduction, transmission, publication, broadcast and posting. Rheem and its affiliates are free to use any ideas, concepts or know-how contained in such communications or materials for any purpose whatsoever including, but not limited to developing, manufacturing, distributing and marketing products using such information.
Links. Rheem may, from time to time, provide links to third-party websites not associated with Rheem. These third-party websites contain information created, published, maintained, or otherwise posted by companies, organizations, or others independent of Rheem. Rheem makes no representations whatsoever about any third-party website to which you may have access through the Rheem website. Rheem has not reviewed and is not responsible for such linked websites or the content of any of the linked websites. When you access such a third party website, you do so at your own risk and acknowledge that Rheem is not responsible or liable for any content, advertising, products, or other materials available from such websites. You also agree that Rheem shall not be liable for any loss or damage of any sort incurred as a result of your use of any third party website.
Mention on the Rheem website of any third-party company or website, or to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise, is for informational purposes only and does not constitute an endorsement, recommendation, approval, or certification by Rheem.
User Conduct. You will not make any unauthorized use of this website or any content or features available on this website. You are responsible for all use of your account (including username and password, if any) and shall be solely responsible for maintaining the security of your passwords. You agree that all the information and content posted or accessed in restricted password protected areas of the website is confidential to Rheem and will be used only for your personal and internal purposes. You may not engage in any conduct or action that is prohibited by law or violates any country, federal, state, or local laws.
WARRANTY DISCLAIMER. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL PRODUCTS, INFORMATION, CONTENT AND SERVICES MADE AVAILABLE ON OR THROUGH THE SITE, ARE PROVIDED “AS IS.” RHEEM AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER REGARDING THE CONTENT OR SERVICES OF THE SITE, ANY PRODUCTS, OR HYPERTEXT LINKS TO OTHER OUTSIDE WEBSITES. RHEEM AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, RHEEM DOES NOT REPRESENT OR WARRANT THAT YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND MATERIAL ACCESSIBLE TO YOU ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. RHEEM AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR PERFORMANCE OF, OR THE INABILITY TO USE, THE SITE, THE PRODUCTS, OR INFORMATION OR FUNCTIONS ON SUCH SITE, EVEN IF RHEEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RHEEM AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE OR PURCHASING PRODUCTS.
Indemnification. You agree, at your expense, to indemnify, defend, and hold harmless Rheem, its officers, directors, employees, agents, affiliates, distributors, dealers, and licensees from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, demand, suit, action, or proceeding arising out of your breach of these Terms and Conditions or in connection with your use of this website or any product, including the Products, or service related thereto.
General. These Terms and Conditions and all information on the Site are governed by and will be construed in accordance with the laws of the State of Georgia and of the United States of America, without regard to conflict of law principles. Although users outside of the United States may have access to the Site or Products, the information contained herein is intended only for use by residents of the United States. Rheem specifically reserves all rights to limit provision of our Products to select persons, countries or geographic regions. The venue for any matter relating to or arising from this site will be in the state or federal court of competent jurisdiction in the State of Georgia.
Waiver/Severability. The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and conditions, which will otherwise remain in full force and effect.
Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Rheem concerning the use or access of this website.
Reservation of Rights. Any rights not expressly granted herein are reserved.
Contact Us. For further information or to contact us with questions, concerns, or comments, please contact us through the form at the top of the screen. Although Rheem will, in most circumstances, be able to receive your email or other information provided through the Site, Rheem does not guarantee that it will receive all such email or other information timely and accurately. Rheem shall not be legally obligated to read, act on, or respond to any such email or other information.
Use of this site signifies your agreement to the Terms and Condition of Use.
Standard Terms of Sale (Distributor)
Rheem Manufacturing MEA FZE,
Trade License Number: 2207: 2E Office 407, Dubai Airport Free zone,
PO Box Number: 371045, Dubai, UAE.
NOTICE: Sale of any Products is expressly conditioned on the Buyer's unconditional acceptance of these Standard Terms of Sale. Seller objects to, and rejects, any additional or different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Sale shall not be binding on either party. Any purchase order submitted by Buyer shall constitute the Buyer’s unconditional acceptance of these Standard Terms of Sale and Seller’s acceptance of and performance under the said purchase order or a proforma invoice issued by the Seller shall be governed solely by these Standard Terms of Sale, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Buyer. Unless otherwise stated in Seller’s quotation, each quotation issued by Seller to Buyer shall expire within 30 days from the quotation’s date and may be modified or withdrawn at any time by Seller before receipt of the Buyer’s acceptance, or expiry of the quotation, whichever is earlier.
1.1 The following definitions shall apply to these Standard Terms of Sale:
"Buyer" means the entity to which Seller is selling the Products.
“Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer.
"Seller" means Rheem Manufacturing MEA FZE.
2.1 Unless otherwise agreed between the parties, payment for the Products sold by Seller to Buyer for an invoice value above USD 100,000 shall be secured by an irrevocable letter of credit satisfactory to the Seller, established by the Buyer in favour of the Seller immediately upon receipt of the Seller's acceptance of the Buyer's order and confirmed by an international bank acceptable to the Seller. The letter of credit shall be for the price payable for the Products (together with any tax or duty payable) to the Seller and shall be valid for six months. The Seller shall be entitled to immediate cash payment on presentation to such bank of the documents required for release of funds under the letter of credit.
2.2 For orders with an invoice value less than USD 100,000 Buyer shall pay 100% in advance prior to acceptance of order by Seller.
2.3 Buyer’s possession of a Seller Price List does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller Price List and Seller reserves the right to change prices at any time with or without notice to the Buyer. Prices in effect on the date of confirmation of purchase order shall apply. Buyer shall pay Seller all invoiced amounts in US dollars. Should Buyer dispute an invoice, Buyer must notify Seller in writing of the dispute within 15 days after the date on the invoice in question or said dispute will be invalid. Buyer shall pay all of Seller’s costs (including, without limitation, attorney’s fees and court costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.
2.4 All orders are subject to Seller's Credit Department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller's ability to ship. Seller reserves the choice of transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling charges, freight policies, etc.
2.5 If at any time Seller reasonably determines that Buyer's financial condition does not justify the continuation of Seller’s performance, Seller may require immediate full or partial payment and/or shall be entitled to suspend or terminate the order without any liability to the Buyer whatsoever.
3. Taxes and Duties.
3.1 The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all set-offs, deductions and withholding for taxes, duties, fees, or other charges of any nature.
4. Delivery; Title Transfer; Risk of Loss; Storage; Returns; Freight.
4.1 Unless agreed otherwise by the parties in the purchase order, Seller shall deliver Products to Buyer FOB Seller’s shipping point (Incoterms 2010). Except for those obligations that are consistent with Incoterms specifically stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt, failing which, the order shall be considered fully delivered in accordance with the terms agreed between the parties. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption.
4.2 Risk of loss of Products shall pass to Buyer as per the Incoterm stated in Section 4.1, above, or the purchase order, as the case may be, and thereafter all risk of loss or damage shall be borne by Buyer. Title to the Products shall pass to the Buyer upon receipt of full payment for the Products by the Buyer.
4.3 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer, if they had not already passed earlier; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be fully and unconditionally payable by Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.
4.4 Where Seller arranges freight with respect to a purchase order, shipment shall be freight prepaid and/or charged, arranged via a carrier selected by Seller. Seller reserves the right to select carrier, routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc.
4.5 Any and all return of Products to Seller shall be subject to the Seller’s return policy applicable and in force at the time when the return request is made. In no event may Buyer return Product to Seller without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures applicable and in force at the time when the return request is made, and (ii) obtaining prior written authorization from Seller, which Seller may opt to give or not give in its sole discretion. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.
5. Force Majeure.
5.1 Seller shall not be liable nor in breach or default of its obligations to the extent that performance of Seller’s obligations is delayed or prevented, directly or indirectly, due to causes beyond Seller’s reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time adjustment.
6. Compliance with Laws.
6.1 The Product price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations.
6.2 Buyer acknowledges and agrees that each Product (together with any software, technology, documents, and other material that may be embedded therein or provided therewith, the “Items”), may be subject to the export controls of the United States government (including but not limited to the United States Export Administration Regulations and the regulations, executive orders and other rules administered by the Office of Foreign Assets Control), of the government of any country in which Buyer is organized and/or located, and of any government in the Territory. Buyer acknowledges and agrees that it shall not export any Items under any circumstance, nor cause or allow any Items to be exported by any third party.
7. Limited Warranty.
7.1 Seller shall be exempted from, and shall bear no liability for, any and all warranty claims made by the Buyer and / or his clients / end users.
7.2 In the event of an “Epidemic Failure” of Products, Seller, at its sole cost, will replace the defective Product and pay all related shipping costs (to the same destination as where the previous order was shipped), provided always that (1) the claim is made within 12 months from the date of commissioning of the Product, (2) the claim is made within 30 days of the defect being first discovered by the Buyer; AND (3) the Seller’s maximum liability to the Buyer will under no circumstances exceed the costs of providing the replacement Products and paying for their shipping costs (to the same destination as where the previous order was shipped). For the purpose of this Agreement:
- “Epidemic Failure” shall mean a Product field failure rate greater than five (5) percent of the number of Products delivered in the preceding 12 months, or a minimum of 50 units failing, whichever is greater, AND:
- All Products exhibiting such a failure are from the same model family;
- All Products exhibiting such a failure exhibit the same root-cause symptom; and
- All such failures occurred within a consecutive ninety-(90) day period.
- A Product shall be considered to have failed where there is an incident with the Product which materially adversely impacts the performance of the Product, AND, the incident has occurred as a result of a manufacturing defect.
7.3 For avoidance of doubt, “Epidemic Failure” for Seller’s Products as described above under Section 7.2 shall not include any liability on the part of the Seller for:
- Any labour cost associated with repairs or replacement of parts;
- Consumable e.g. filters, filter driers, fuses, oil, LEDs, displays, gaskets, electrical cables, refrigerant and/or insulation;
- Arrangements for local shifting or handling of the units or any other site activity related to the same;
- Any damage due to negligence, wilful abuse, improper maintenance, etc;
- Improper application, alteration, installation or selection of Products;
- Use of Spare Parts other than those recommended by Seller;
- Damage, problems or unsatisfactory performance resulting from improper storage, incorrect installation or commissioning of Products;
- Damage, problems or unsatisfactory performance caused to the Product by faulty or incorrect external electrical wiring, incorrect power supply, voltage fluctuations, over transients or electromagnetic interference not originating within the Product;
- Damage, problems or unsatisfactory performance caused by storm, fire, flood, hail, atmospheric fallout, vandalism, misuse, negligence, Acts of God, earthquake, war, vermin, foreign matter entering the Product (e.g. dirt and moisture) or any other outside agency; and/or
- Consequential “damages” or “losses”, if any, loss of profits, loss of business, loss of time or loss of opportunity.
7.4 SAVE FOR THE PROVISIONS OF SECTIONS 7.2 to 7.3 ABOVE, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE BUYER OR TO ANY OTHER PERSON. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
8. Limitation of Liability.
8.1 In no event shall the total liability of Seller and its affiliates for all claims arising out of or relating to the sale or use of the Products or any order exceed the price paid by Buyer for the specific Products giving rise to the claim. Buyer must commence any legal proceedings in relation to the sale not later than one year after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.
8.2 Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of Products or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. Furthermore, Seller shall not be liable for any advice or assistance that is not required and paid for under the order.
8.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Sale.
9. Governing Law; Dispute Resolution.
9.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Sale and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of England, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.
9.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Sale for the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 9.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within twenty (20) days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration administered by the Dubai International Financial Centre LCIA Arbitration Centre in accordance with its rules (the “Rules”). The Rules are deemed to be incorporated by reference in this Agreement. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre in the United Arab Emirates. The language to be used in the arbitration shall be English. The parties agree that the exclusive award for any dispute shall be recovery of compensatory damages to a party, and the parties expressly waive any other form of damages or other relief, including but not limited to punitive, exemplary, multiple or consequential damages, certification of a class or class-wide relief. The parties expressly consent to the said jurisdiction and venue of said courts/tribunal and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.
10.1 Buyer may not change any aspect of an order without Seller’s written approval.
10.2 All Products delivered shall conform to Seller’s part or version number specified or, at Seller’s sole option, its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.
10.3 In the event that Buyer cancels any order without Seller’s written approval, Buyer would be liable to pay the Seller a cancellation fee which would be the total sum of: (a) 100% of the invoice price for that order, and (b) all costs and expenses incurred by Seller in relation to the said order up to the receipt and acknowledgement of the notice of cancellation of the order by the Seller.
11.1 Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability arising out of or in connection with any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply.
11.2 Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.
11.3 If any provision of these Standard Terms of Sale is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.
11.4 The following Sections shall survive completion, termination or cancellation of the order: 2, 3, 4, 5, 6, 7, 8, 9, and 11.
11.5 These Standard Terms of Sale, together with Seller’s final quotation. order acknowledgement and/or proforma invoice, represent the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. Save for (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed distribution agreement by Buyer and Seller, these Standard Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions.
RHEEM MANUFACTURING COMPANY
PARTNER CODE OF CONDUCT
Rheem Manufacturing Company (including its affiliates) (“Rheem”) is committed to providing quality products and conducting business honestly, fairly and with integrity. This Partner Code of Conduct ("Code") applies to all partners who conduct business with Rheem and sets forth Rheem’s standards and expectations with respect to key areas of corporate responsibility.
COMPLIANCE WITH LAWS AND REGULATIONS
Rheem partners must comply with all applicable laws and regulations.
Rheem expects partners to respect their workers and to be in compliance with the specific requirements relating to employment and working conditions contained herein.
- Partner will fairly compensate its workers, complying with all applicable laws and regulations governing wages and overtime payment for workers.
- Partner will comply with all applicable legal limits for working hours and days of service and will not exceed the maximum set by applicable laws and regulations.
- Partner will comply with all laws and regulations regarding the fair and humane treatment of its workers.
- Partner will be committed to a workforce free of harassment and unlawful discrimination.
- Partner must provide their workers with a safe and healthy working environment.
- Partner will not use, directly or indirectly, forced, slave or child labor.
Partners shall comply with all applicable laws, regulations and international standards regarding environmental protection.
PRIVACY AND SECURITY
Partner will commit to protecting the reasonable privacy expectations of personal information of everyone with whom it does business, including partner’s, customers and employees.
FCPA, ANTI-CORRUPTION AND BRIBERY
Partner shall abide by all applicable anti-corruption regulations and laws of the countries in which it operates, including Foreign Corrupt Practices Act (“FCPA”) and applicable international anti-corruption laws, rules and conventions. Partner shall not engage in any form of corruption, extortion, embezzlement, or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.
GIFT & GRATUITY POLICY; CONFLICT OF INTEREST
Rheem employees are prohibited from soliciting or accepting any gifts, gratuities or other monetary incentives that are designed to improperly influence business decisions or as a condition of doing business, and we expect our partners to adhere to these rules. Gifts should never be offered, given, or accepted by any Rheem employee if it:
- Is a cash gift or cash equivalent (such as gift certificates or gift cards);
- Exceeds US$250.00 in value in the U.S., Canada, Australia, and New Zealand or US$100 in all other locations (unless approved in advance by authorized management);
- It can be construed as a bribe, kickback or payoff;
- Is not reasonable and appropriate in the context of the business occasion; and
- Violates any laws or regulations.
Partner will not put any Rheem employee in positions that test their loyalty to Rheem or cause violations of Rheem’s Code of Business Conduct & Ethics or the law.
Partner will comply with all applicable laws and regulation, as well as applicable requirements, intended to address the humanitarian and commercial concerns, specifically as it relates to Conflict Minerals, including regulations passed by the Securities and Exchange Commission.
Rheem reserves the right, in its sole discretion, to change the requirements of this Code from time to time.
RHEEM MANUFACTURING MEA FZE
ONLINE ADVERTISING GUIDELINES
These are Rheem Manufacturing MEA FZE’s and its subsidiaries’ (together, “Rheem”) guidelines regarding a business partners’ use of social media and their online presence with respect to advertising Rheem’s products. Social media sites, applications and websites are useful marketing tools and can help drive business and sales of Rheem products. While the use of social media may be a positive forum for information sharing, incorrect use of social media can also cause significant, and sometimes potentially irreparable, harm to Rheem and its business partners.
As Rheem is in the practice of allowing selected business partners to use their own social media sites, applications and websites (hereinafter referred to as “Online Advertising”) to advertise Rheem’s products, these Guidelines assist to clarify responsibilities regarding the use of Online Advertising.
These Guidelines apply to all business partners of Rheem throughout the Middle East, Africa and Europe regions, who wish to use Online Advertising to advertise Rheem or RUUD branded products (jointly referred to as the “Products”).
Use of Approved Social Media Platforms
- Rheem’s business partners who have exclusive distribution rights for Products in any territory (hereinafter referred to as “Approved Partner”), may advertise the Products for sale in that particular territory on any approved social media platforms as prescribed by Rheem. Such advertising may only be done with Rheem’s prior express written consent, such consent to be granted solely at Rheem’s discretion.
- Approved social media platforms are limited to Facebook, Instagram, YouTube, LinkedIn and Twitter.
- The Approved Partner may only advertise the Products using Online Advertising after being given authority by Rheem in writing.
- In the event that the business relationship with the Approved Partner is terminated for any reason whatsoever, the Approved Partner shall immediately cease any and all Online Advertising.
- If the Approved Partner wishes to advertise the Products using Online Advertising, they must ensure that all content on their online medium meets the following requirements:
- All content must be respectful, polite and must have a friendly tone.
- All content must contain the latest and most updated information about Rheem products.
- Only content related to Rheem products being sold in that territory may be published.
- Any Online Advertising related to the Products must be in accordance with the Rheem Branding Guidelines, or the RUUD Branding Guidelines, as the case may be.
Pre-approval of Content
- Where reasonably possible, the Approved Partner must have all Rheem-related content, including pictures and images, pre-approved by Rheem.
- All sales, promotions, discounts and other advertising related activities must be pre-approved by Rheem.
- All Online Advertising must make it clear that the Approved Partner is not a member, affiliate, agent or representative of Rheem.
- The Online Advertising must further make it clear that Rheem and/or RUUD do not have any control over the contents of the Online Advertising and do not endorse any views which may be expressed in the Online Advertising.
- For avoidance of doubt, the Approved Partner may not represent themselves as Rheem and may not use Rheem or RUUD’s logo or trademark on their website, without prior written consent of Rheem.
- Under no circumstances should any of the below mentioned content be published in any Online Advertising or be associated in any way with the Rheem brand, the RUUD brand or the Products:
- Sensitive and confidential information of Rheem and/or RUUD
- Customer information
- Content referring to non-Rheem brands
- Religiously or racially insensitive or offensive content
- Sexuality and/or gender insensitive or offensive content
- Politically insensitive or offensive content
- Culturally insensitive or offensive content
- Vulgar or offensive language, obscenities and/or adult content
- Discriminatory content
- Generally offensive content
Language of Content
- All content must be in the English and Arabic language.
- Online Advertising which meets all the necessary criteria may be eligible for the appropriate reimbursement under the GDP Funding program, in accordance with the terms of the program.
Reservation of Rights
- Notwithstanding anything in these Guidelines, Rheem hereby reserves the right to:
- Require the Approved Partner to publish any content of its choosing on the Online Advertising.
- Change or amend these Guidelines at any point in time with or without notice to the Approved Partner.
- Withdraw its consent for the Approved Partner to use Online Advertising for the Products and require the Approved Partner to remove all references to the Products from its Online Advertising.
Compliance and Enforcement
Compliance with these Guidelines is mandatory. Violations may result in disciplinary action, up to and including termination of the agreement allowing the Approved Partner to advertise Rheem products on behalf of Rheem. The unauthorized disclosure of Rheem’s Confidential Information on Online Advertising may be cause for disciplinary action, up to and including termination of the business relationship.
Standard Terms of Purchase
Rheem Manufacturing MEA FZE,
Trade License Number: 2207: 2E Office 407, Dubai Airport Free zone,
PO Box Number: 371045, Dubai, UAE.
NOTICE: Purchase of any Products is expressly conditioned on the Seller's unconditional acceptance of these Standard Terms of Purchase. Buyer objects to, and rejects, any additional or different terms proposed by the Seller. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Purchase shall not be binding on either party. Any purchase transaction between Buyer and Seller shall be subject these Standard Terms of Purchase, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Seller.
1.1 The following definitions shall apply to these Standard Terms of Purchase:
"Buyer" means Rheem Manufacturing MEA FZE
“Products” means all products which Seller has agreed to supply to Buyer
"Seller" means the entity from which the Buyer is purchasing the Products
2.1 Payment terms for sale of all Products shall be 75 days from the receipt of the original invoice by the Buyer.
3. Taxes and Duties.
3.1 The prices for the Products may not be changed once the prices are agreed to by Buyer.
4. Delivery; Freight.
4.1 Seller shall deliver Products to Buyer’s designated delivery point. The cost of all transport and/or shipping shall be borne by the Seller. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer shall not be obliged to pay for these Products until the correct Products are supplied by the Seller. In such a case, Buyer may, in its sole discretion, choose to terminate the contract without any penalty or liability to the Seller.
5.1 Seller shall warrant all Products for a minimum of 12 months from the date of delivery, or for such longer time as agreed between the Parties.
6. Limitation of Liability.
6.1 In no event shall the total liability of Buyer and its affiliates for all claims arising out of or relating to the purchase of the Products exceed the price to be paid by the Buyer for the specific Products giving rise to the claim. Seller must commence any legal proceedings in relation to the transaction not later than six months after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.
6.2 Buyer shall not be liable for loss of profit or revenues, loss of product, or for any special, consequential, incidental, indirect, punitive or exemplary damages to Seller.
6.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Purchase.
7. Governing Law; Dispute Resolution.
7.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Purchase and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of England, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.
7.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Purchase for the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 7.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within twenty (20) days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration administered by the Dubai International Financial Centre LCIA Arbitration Centre in accordance with its rules (the “Rules”). The Rules are deemed to be incorporated by reference in this Agreement. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre in the United Arab Emirates. The language to be used in the arbitration shall be English. The parties agree that the exclusive award for any dispute shall be recovery of compensatory damages to a party, and the parties expressly waive any other form of damages or other relief, including but not limited to punitive, exemplary, multiple or consequential damages, certification of a class or class-wide relief. The parties expressly consent to the said jurisdiction and venue of said courts/tribunal and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.
8.1 Seller may not change any aspect of an order without Buyer’s written approval.
9.1 If any provision of these Standard Terms of Purchase is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.
9.2 Save for (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed agreement by Buyer and Seller, these Standard Terms of Purchase shall prevail over any conflicting or inconsistent terms and conditions.