Haldi Group General Sales Terms and Conditions

 

1.  DEFINITIONS

HALDI GROUP LTD or A-Z Build Africa, having its registered office in Rwanda at Isano Hardware Village, KG 15 AVE, Gisozi, Kigali and international office at 15 Rue Du Cendrier Geneva Ch Switzerland

Customer  or " Buyer : Means any legal entity of public law or private law under contract with Haldi Group Limited for the purchase of products and performance of the Services.

Contract : The contract between the Customer and Haldi Group Limited  services compounds the following documents in order of decreasing priority:

The Special Conditions of Sale and Services

The General Conditions of Sale and Services

Special : Conditions of Sale and Services " : All contractual documents defining products and services that will be delivered / performed by Haldi Group Limited  Customer's request on / the installation (s) and compounds of the following documents in order of decreasing priority:

commercial proposal addressed by Haldi Group Limited Customer in response to the request made by the Customer with Haldi Group Limited

the customer order.

Sales Terms and Services ; these conditions.

Product :  means any equipment, product or system Haldi Group Limited brands installed on the Customer site.

Installation : refers to / the Existing Installations (s) belonging to the Customer, remain under its full control and operated by him in his only responsibility.

Risk analysis Customer Site : means the document specifying the risk assessment for people and property, made with the Customer on the product environment.

Commissioning : Means audit services of the Product Environment, operational start-up of the Product for its implementation operating and testing of the product made by Haldi Group Limited.

Commissioning Report :  refers to the report by Haldi Group Limited to be signed by the Customer after any implementation of a Product Service.

Minutes Commissioning :  means the document prepared by Haldi Group Limited to be signed by the Client confirming the acceptance by the Client setting Product service.

Preventive maintenance :  means any maintenance service performed on the product to prevent malfunctions of the Product.

Corrective maintenance :  means any maintenance service performed on the product to correct a product malfunction.

Intervention report :  refers to the report by Haldi Group Limited to be signed by the Customer after working on a Product exploitation.

Preventive Maintenance : Report  refers to the ratio determined by Haldi Group Limited

to be signed by the customer at the end of any intervention of preventive maintenance. It will specify the results of the performed tests and measurements.

Services : means either the commissioning, preventive maintenance and / or curative.

Site :  means the place agreed in the contract, as that of the physical situation (s) Installation (s) the Client has requested the Haldi Group Limited Implementation Services.

2.  SCOPE

These Conditions of Sale and services are applicable to any order and service request made by the Customer with Haldi Group Limited.

Any order of products and services addressed to Haldi Group Limited wins the explicit and unconditional acceptance by the Customer of these Conditions of Sale and Services and waiver of the application of its own general conditions of purchase, intervention or subcontracting.

3.  ORDER QUOTE AND ACCEPTANCE

The orders become final after acceptance and written confirmation of Haldi Group Limited.

The contract for the delivery of Products and performance of the Services shall be considered concluded when Haldi Group Limited acknowledged receipt of the customer order and the Customer has provided all the documents and information referred to in Article 9.1

Any additional request or modification of the information referred to in section 9.1 below to modify the Products or Services or expand the services defined in the Special Conditions of Services will require a new application from the Customer Haldi Group Limited, a new commercial proposal of Haldi Group Limited, and a new Customer order.

The partial or total cancellation of an order of Products and Services whose implementation or not started is not allowed. In case of partial or total cancellation of an order of Products and Services by the Client, or may require Haldi Group Limited retain all amounts charged to the Client in respect of products or services canceled.

4. PRICE, TAXES

The prices set on the business proposals and invoices are in euros, without VAT and discounts.

Prices applicable are those of the Tariff on the day of delivery and billing. Prices are firm. The buyer expressly waives any request for price revision, whatever events.

 

All rights, taxes and other charges arising out of or in connection with the Order and imposed by any tax administration

Purchaser's country shall be borne by the Buyer and will be directly paid by Buyer or paid by the Seller will be refunded without delay to the Seller upon presentation of related documents evidencing such payments.

On the disposal of waste electrical and electronic equipment (WEEE), the prices indicated in the rates include the economic impact of the obligation imposed by Decree 2005-829 of 20 July 2005 to producers of electrical equipment and electronic (WEEE) ensuring the collection and disposal of waste from such equipment.

Regarding discharge lamps, Legand adheres to eco-organizations and ERP Recylum France for the collection and disposal of lamps discharge as the law requires. All discharge lamps, they are delivered alone or in a luminaire are subject to a eco-contribution to be transferred in any way to the end customer and clearly appear on your order. This amount is added to the net and evolve according to the law.

Travel costs will be charged according to the commercial terms of Haldi Group Limited in force.

2. PAYMENT

The Products and Services are payable in advance and at the latest at the date of delivery or performance of the Services.

3. DELIVERY - TRANSFER OF RISK AND PROPERTY

Delivery times are indicative and are subject to compliance by the Customer of its contractual obligations, the Seller shall not be required to pay any penalty or compensation for actual delivery at a different date.

Products travel at the risk of the Purchaser. It is for the latter to check on arrival and to exercise, where appropriate, reservations from carriers.

The shipment, on special instructions of Buyer, may be provided by the Seller, which then charge plus the costs involved.

4. RETENTION OF TITLE

Until full payment, the Seller will retain ownership of the products despite their delivery to the Buyer.

Notwithstanding the above provisions and by express agreement, the Buyer will be responsible for any damages or losses arising after delivery of the Products.

Non-payment by the Buyer of any of the deadlines may result in claims by Seller Products delivered and the suspension of deliveries being Controls.

5. ACCEPTANCE OF TERMS BY DELIVERY THE BUYER

The characteristics of the products are, unless different specifications expressly agreed in writing between the Seller and the Buyer, those defined by the technical documentation of the Seller (hereinafter referred to as the " Specifications ").

Seller's products are subject to calibration and test at its plants in accordance with its usual procedures. If the Buyer asked a specific receipt of the Products, the related costs are dependent.

All complaints on the conformity of products to specifications need to be accepted and allow the provisions of this paragraph, be made in accordance with guidance provided by the Seller, be made within a maximum period of 3 months after the invoice date.

No claim will be admissible provided that the products have been modified or damage due to the Buyer, particularly during storage, inspection, installation, assembly and disassembly.

As far as the merits of the claims of the Buyer is established and recognized by the Seller, the Seller agrees to accept the return at its own expense only defective products, provided that the returns are conducted with packaging complete original and in good condition.

No product return will be made without the prior written consent of Seller. If accepted back, the material must be returned DAP Limoges and the Seller may, at its option, either replace or repair the defective products recognized by it, or credit the Buyer the price of such

Products decreased from participation in money laundering charges a minimum of 20%.

In any case the Buyer will excuse of such a return to stop any payment whatsoever which he is liable to the Seller or to cancel, in whole or in part, any running order.

6. CONDITIONS RELATING TO SERVICES

1. Risk Analysis Client Site

The document specifying the Risk Analysis Site Client for people and property, made with the customer on the product environment will be co-signed before any work of Haldi Group Limited.

The Customer agrees to comply with the measures recommended in this document.

Haldi Group Limited may refuse to perform the Services if it considers that the facilities were not made or maintained in accordance with the rules of the art, the safety regulations for products or people, or standards and that this is likely to endanger the successful completion of the Services.

2. Product Risk

Haldi Group Limited may also refuse to execute the Services if it considers that the products themselves have not been installed or maintained in accordance with the rules of the art, the safety regulations, current standards and specifications contained in its catalogs.

 

Haldi Group Limited may refuse to intervene on products which were subject to change without prior agreement.

9.3. Preparation, connecting and powering up the Product

Unless specifically agreed otherwise, the Customer is solely responsible for the delivery, unloading, unpacking and routing product in the local. It is also solely responsible for the connection and wiring of the product and its installation.

The Client is an expert in the field of electrical installation (or involves a specialized electric installation company) and guarantees Haldi Group Limited have followed the recommendations of Product of facilities specified in the technical documentation.

After connecting to the network, the Customer is solely responsible for turning on the product and the consequences of any loss resulting therefrom.

9.4. Dates, times and maximum operating time

9.4.1. Haldi Group Limited will, subject to the provision by the Customer of all documents and information referred to in section 9.1 below, contact the Customer in order to arrange a date for the completion of the Services.

9.4.2. It is stated that the dates, times and durations of intervention indicated in the Special Conditions of Services are provided for information only and that missed can not in any circumstances give rise to penalties, damages or to any responsibility for Haldi Group Limited.

9.5. Delay or interruption of the Services attributable to the Customer

In case of postponement or interruption of services for reasons attributable to the Customer, Haldi Group Limited reserves the right to charge the Customer all costs and expenses incurred by Haldi Group Limited, such as without limitation, transportation costs, labor, and generally all costs resulting from an extension of the deadline for completion of the Services.

9.6. Completion of the performance of the Services

9.6.1.            Commissioning

The Service will be considered realized after the manufacturer tests were conducted by Haldi Group Limited. Commissioning a report detailing the findings and actions performed on the Product will be established and co-signed.

The completion of the construction of the Commissioning is materialized by the Commissioning of Minutes co-signed by the Parties.

The Minutes of Commissioning will find a reception compliant or minor non-conformity without security risk, with specific instructions to the Customer that it is committed to implement. Haldi Group Limited may refuse to perform the reception and refuse Setting Product of service in case of risk of any kind.

The customer will however be required to sign the Commissioning of Minutes reports of the situation and pay the receipt of the invoice service.

9.6.2.            preventive or curative maintenance

An intervention report detailing the findings and actions performed on the Product will be established and co-signed.

The completion of the implementation of preventive maintenance is materialized by the Preventive Maintenance report co-signed by the Parties.

The only intervention Report materialize completion of the delivery of curative maintenance.

7. DUTIES AND RESPONSIBILITIES

1. Customer Obligations

The Customer undertakes to provide, at the latest when the order, all documents and information relating to the product needed to run Haldi Group Limited Services.

The Customer undertakes to inform Haldi Group Limited any special conditions of execution of related services Website or the / the installation (s), such as in particular safety standards or other regulations applicable to the Site, the specificities Site, access documents on site.

The Customer undertakes to confirm by signing the Report Commissioning Report or intervention that its installation is up to standard, safe and in good condition.

The Client shall guarantee, at any time, security on the Site and his / her installation (s) vis-à-vis personnel, representatives or subcontractors Haldi Group Limited asked to perform the Services.

In the case of On-site Service, the Customer agrees to facilitate and ensure free access to the Site and to object Product Services and to be present during the execution of the Services.

8. PRODUCT WARRANTY

This warranty applies to the condition that the products have been stored, installed and maintained in accordance with the rules of the art, with standards and specifications in our catalogs and manuals and that their failure is not due to use abnormal, negligence, malevolence or of an external accident. In all cases in which it operates, the warranty is limited to the warranties given by the suppliers, all the warranties are suject to sales condiitions need to be checked with us at the time of purchase.

If during the warranty period any part of the product prove to be defective under this warranty and to the extent the Buyer promptly send a written notice within a reasonable time but not more than five in any event working days.

This warranty does not apply to consumable or expendable items or defects arising from or related to the failure of the Buyer for the use, installation and maintenance of products in accordance with specifications and their documentation and more generally to the use of standard products. This warranty does not apply also to defects resulting from or related to (i) a combination of the product with a non-designed or manufactured product by Seller (ii) or modification of the product by third parties.

9. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights relating to the Products, the documents provided by Haldi Group Limited and services produced by Haldi Group Limited remain its exclusive property. As a result, Haldi Group Limited will remain sole owner of the studies, plans, drawings and documents submitted to the Customer or that the Customer has read in the context of the Agreement or a business proposal. Buyer acknowledges that Haldi Group Limited is fully and exclusively owns its brands and the authorization of use of trademarks in connection with the resale of products results in no intellectual property for profit.

Customer acknowledges that these documents are confidential and may be disclosed to third parties in any way without prior written consent of Haldi Group Limited and should be returned immediately if the Agreement is terminated or not concluded, or on request on his part.

The purchase of the Products by the Buyer does not give in any way to it any right any reproduction or part of the Products or exploitation of intellectual property rights or industrial attached thereto. If a third party would initiate an action for infringement of its patent rights for products delivered to Buyer, Seller shall, at its option and expense, to defend or compromise. If an adverse final judgment was rendered against the Seller, the Seller, at its option, (i) would license the rights of the above-mentioned third, or (ii) amend the offending products in order to avoid infringement, or (iii) if such a solution was not possible for economic and / or technical reasons,

The commitment above shall apply only insofar as the Buyer immediately informed the Seller in writing of any infringement claim regarding the Products delivered by the Seller and the latter will have full management of the action or the procedure.

10.  COMPLIANCE

Buyer agrees to comply with all laws and regulations relating to embargoes, economic, trade and financial sanctions or restrictive measures in France, the United States, the European Union or any other relevant national legislation ( " embargoes ") And obtaining all licenses, shipping documents and permits required for resale, export or re-export of Haldi Group Limited Group products.

Accordingly, the Buyer shall not:

export or re-export the products to a country prohibited or restricted without having obtained all necessary approvals from the French authorities, European, American or other countries imposing restrictions;

to provide products to individuals, organizations or entities restricted by France, the European Union or by any other country or people, or entities which he has reason to think that they do not fully comply international or national regulations;

export or re-export the products, for the purpose of use in the prohibited or restricted by laws and regulations on embargoes sectors;

to issue or receive any financial flows without having previously made the notification and / or obtained the necessary authorizations from the competent authorities.

Buyer is responsible for obtaining all authorizations or licenses required by export regulations and guarantees the Seller against any claims. Seller may suspend its obligations and rights of the Buyer until all permissions and guarantees have been granted or for the duration of restrictions or prohibitions. The Seller may cancel the Order in all cases, without this do arise any liability with regard to the Buyer or the end user.

11.  PERSONAL DATA

To order the Products, Buyer may need to disclose personal data on certain individuals in charge of the order (name and email). The Seller undertakes to guarantee the confidentiality of personal data of those people, the possible transfers outside the European Union compliance. Seller agrees not to keep the data beyond five (5) years after the last commercial transaction. At the end of the retention period, the Seller will retain the data subject to archiving, either because of a legal or regulatory obligation or pursuant to applicable statutes of limitation, on a separate support and undertakes to remove data at the end of this archival life.

As part of the execution of the order, Haldi Group Limited may need to transfer data to other group entities and / or providers (eg carrier). Haldi Group Limited is committed to implement contractual safeguards to ensure the confidentiality of data, especially when data transfers outside the European Union.

The Seller has appointed a delegate to data protection: gprd@a-zbuildarica.com

Individuals have the right to decide and control the uses made of their personal data, including after their death. They thus have a right of access, rectification, erasure of personal data. They may claim that their treatment is limited and oppose their treatment. The data that they communicate to Haldi Group Limited are necessary for the execution of the order. If people object to their treatment, it will be impossible to Haldi Group Limited's reply to the command. Individuals may request that their data be communicated to them in a structured and commonly used format.

The request will be processed within one month of receipt. If necessary, this period may be extended by two months, given the complexity and the number of applications. In this case, the person will be informed of the extension and postponement reasons within one month of receipt of the request.

12.  CONFIDENTIALITY

The studies, documents, data and information provided by the Seller to the Buyer or coming to his knowledge during the execution of the

Orders remain, unless otherwise stipulated in the Order property of Haldi Group Limited.

All the above documents as well as those provided by Haldi Group Limited during the consultation or during the performance of the Order shall be considered confidential and may be disclosed to other persons than those who are qualified to know.

In addition, the Buyer shall not disclose any confidential information emanating from the seller, could achieve his knowledge during the performance of the Order.

13.  RESPONSIBILITY

Haldi Group Limited will be responsible for any failure of products operation unless the fault is covered by legal or contractual warranty    product.

 

Unless specifically agreed otherwise, Haldi Group Limited rejects any liability for intervention on the product or modification of the product by the customer or a third party.

Haldi Group Limited rejects any responsibility in case the Client does not follow the rules of the art or the manufacturer's recommendations for the installation, maintenance and safety products.

Responsibility for Haldi Group Limited is limited to only direct damage which the Client will demonstrate that find their origin in the performance or the complete or partial culpable breach of contract by Haldi Group Limited, excluding any consequential and indirect damage such that purely financial damage or commercial including without limitation loss of income or profit or damage to the image.

In all cases, the total cumulative liability and Haldi Group Limited is limited to the net amount actually paid by the customer for ordering products and services involved.

14.  SUBCONTRACTING

Haldi Group Limited will be free to subcontract all or part of the Services to any person or entity of its choice it has qualified.

15.  MAJOR FORCE

The force majeure and unforeseeable events such as non-limiting: earthquake, cyclone, mobilization, state of war, riot, embargo, as in the case of even partial strike, whatever the cause, lock -out Haldi Group Limited factories or industries or public services contributing to our supply interruptions, epidemics, labor shortages, interruption or slowdown of transport what they are, fire, flood, accident manufacturing or transportation, tool breakage, lack of raw materials, energy, etc. lead to the suspension of obligations of Haldi Group Limited.

16.  APPLICABLE LAW - DISPUTES

These Conditions of Sale and Services and any resulting contract shall be governed by UAE law.

In case of dispute or litigation, it will be submitted to the competent court of UAE, even if appealed, or warranty claims, or multiple defendants.

 

EXPORT

SPECIAL CONDITIONS OF SALE TO ANNEXED

GENERAL CONDITIONS OF SALE AND SERVICES 2018

1. CONTROLS

Only references to the catalog are taken into account (use either designation or description to order).

The boxes are always sold complete.

Container loading 20 'and 40' in our distribution center is possible if the positioning of the container and its delivery to the agreed port are made by our forwarding exclusively.

The additional costs related to this transaction will be charged.

For exporters charged in Belgium, providing a tax exemption certificate is mandatory, failing which the applicable VAT in Belgium will be charged.

1.1.  CONFIGURED CONTROL PRODUCTS

A deposit of 100% upfront, the production will be launched after schema validation by the customer after receipt of the deposit.

1.2.  SHIPMENTS OF DOCUMENTS AND OTHER CHARGES

Mail shipments or various documents by private express delivery are billed at actual cost.

When required, the extra cost will be passed to their actual cost, and any additional specific document will be charged 53 €.

2.  Rate

As for products, sales prices are those of the EXPORT rate in effect on the date of delivery.

Special products can be manufactured on request. Haldi Group Limited should be consulted for pricing.

3.  DISCOUNTS AND REBATES

On the tariff may apply immediate or deferred discounts (discounts) depending on quantities purchased at one time or over a year (check with our sales department for more information).

In case of refund, only are considered figures out tax charged and paid at the date of calculation of the rebate.

The rebates are the subject of a contract between the distributor and Haldi Group Limited.

4.  PACKAGING

The products are sold in suitable packaging to distribution and usage. These include legally required and commercially mentions and can not be altered or replaced for resale, especially if it is done to the consumer, without our permission.

The customer agrees to comply with all applicable safety requirements particularly with regard to consumer safety. As such, the customer agrees to source products, our Company, exclusively for the consumer market, is committed to keep the packaging and packaging adapted and / or verify that all packaging and product use instructions resume instructions and precautions required by national, European or international rules and more specifically by the European Directive 2001/95 / EC of 3 December 2001 on general product safety.

The customer also agrees to inform consumers about its (her) site (s) of the risks of the products and their installation.

The customer is responsible, as a professional, compliance with these legal requirements. In no case, the responsibility of Haldi Group Limited will be sought in case of violation by the customer of any of its legal obligations relating to consumer safety.

5.  WEIGHTS AND VOLUMES

Information regarding weights and volumes are provided for information only and can not be considered as a commitment by Haldi Group Limited.

All proportions are those of products in their catalog packaging. In assessing the actual volume of shipping, it should take into account the following remarks:

for setting container of 20 feet or 40 feet, volume limited to 27 or 54 m3 if the products are delivered in their standard packaging, 20 or 40 m3 if the products are palletized.

- for crating pallet volume increased by 20%.

6.  PAYMENT

In the absence of contrary agreement, the goods from the Haldi Group Limited distribution center belgium are subject to the immeditae payment.

Payment are made by bank transfer exclusively with on of the banks agreed at the time of sales.

Regardless of amount, an advance payment is required to process orders and the rest should be paid before dishpatchment of goods.