GENERAL TERMS AND CONDITIONS
Redington (Seller) is committed to carrying out its operations in a professional and ethical manner. Therefore, reseller / Partners are requested to adhere to the highest standard of moral and ethical conduct, respect applicable laws and not engage in any form of unethical business practices. Reseller / Partner must conduct business in a manner that would not in any way compromise Redington values.
Any variation to the Terms and Conditions with respect to commercials (including any special terms and conditions agreed between the parties shall be inapplicable unless agreed in writing by the Seller.
Reseller / Partner shall place Purchase Order in written or electronic form (Fax or e-mail). Such purchase order shall describe the Products ordered, the quantities requested, delivery dates requested, Prices, Shipping instructions and other information as may be reasonably appropriate or necessary for fulfilling the order.
If there are any special shipping requirements, including but not limited to pallet material, pallet size, special label on the carton, alteration in shipping address, then Reseller / Partner shall specify clearly before executing the order.
Confirmed Purchase Order: Upon receiving a Purchase Order from Reseller / Partner, Redington will issue a Proforma Invoice (P/I) to Reseller / Partners to confirm the delivery and commercial terms.
All the above terms are subject to change without notice or obligation.
Delivery terms and the passing of risk and title of goods shall be as stated in the PI/PO terms.
Acceptance of Delivery
Upon delivery, Reseller / Partner shall sign a proof of delivery upon receipt of products. By signing such proof of delivery, the Seller shall be deemed to have fulfilled its obligations.
Seller is not responsible for any claims if the Reseller / Partner confirms a clean POD.
Price and Payment terms
The prices shall be as agreed in the PI/PO terms.
Payment will be made as agreed in writing by Seller or in absence of such arrangement, cash on delivery without further notice from Seller.
Reseller / Partner is not entitled to deduct or set off any amounts from any payment unless expressly agree by a corresponding credit note issued and signed by Redington.
Seller may suspend deliveries until full payment for that order. In case of delayed payment, Seller may charge at the rate of 2.5% above the prevailing country inter- bank offer rate for the billing country or the maximum statutory interest rate if lower.
You acknowledge and understand that Seller and/or any of its affiliated or subsidiary companies may provide you with products, including hardware, software and/or technology that may be subject to United States and other government export control regulations and restrictions.
Accordingly, you hereby agree:
That you will not transfer, export, or re-export, directly or indirectly, any Products acquired from Seller to Cuba, Iran, North Korea, Sudan, and/or Syria or any nationals thereof, or to any other country subject to restriction under applicable laws and regulations, and that we are not located in, under control of, or a national or resident of any such country; if you are engaged in shipping Seller supplied products to such locations, you acknowledge that you could be subject to and responsible for U.S /EU export licensing requirements;
That you will not use the Products in any activity related to the development, production, use or maintenance of ‘Weapons of Mass Destruction,” including without limitation, uses related to nuclear, missile and/or chemical/biological development and that you will not transfer, export, or re-export, directly or indirectly to any party engaged in any such activity; if you are engaged in such activities, you acknowledge that you could be subject to and responsible for U.S /EU licensing requirements;
That you will not transfer, export, or re-export directly or indirectly to any party listed any prohibited from receiving Products by U.S. Government or prohibited by applicable law and that you are not on, or under control of anybody on, any such list;
That you will comply with all applicable regulations and restrictions whenever you transfer, export, or re-export Products obtained from Seller;
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, or shortages.
Any warranty for the products/goods distributed or sold by the Seller shall be as per the Vendor’s (brands) policy.
Limitation of Liability
Notwithstanding anything to the contrary, to the maximum extent allowed by applicable law, in no event shall Seller be liable for any indirect, incidental, consequential, punitive or special damages, including but not limited to, loss of use, revenue or profit even if Seller has knowledge of the possibility of such damages.
Governing Law and Jurisdiction
For Redington Gulf FZE billing:
Shall be governed by and construed in accordance with the Laws of Dubai, United Arab Emirates. The parties agree to submit to the exclusive jurisdiction of DIFC, Dubai in case of the entities situated in UAE.
For other billing entities:
The jurisdiction shall be as per the competent jurisdiction of the country wherein Redington or its affiliates have their offices.
All non-public, confidential, of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. This does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.