Terms & Conditions
1.1. "The Company" means Arabian Axles Industrial Company.
1.2. "The Purchaser" means the person, firm, or company to be supplied with the goods and services by the Company.
1.3. "Goods" means the goods, materials and/or other items to be supplied pursuant to the Contract.
1.4. “Services” means the services to be supplied pursuant to the Contract.
1.5. "The Contract" means the contract for sale and purchase of the Goods and supply of the Services made between the Company and the Purchaser to which these Conditions apply.
2.1. These Conditions apply to all sales of Goods and supplies of Services by the Company and shall prevail over any terms or conditions referred to in the Purchaser's order or in correspondence or elsewhere unless specifically agreed to in writing by the Company and expressed to form part of the Contract and any conditions or stipulations to the contrary are hereby excluded or extinguished.
3.1. The quotation provided by the company does not constitute an offer and the company reserves the right to withdraw or amend at any time prior to the Company's acceptance of the Purchaser's order.
3.2. The company has the right to revise quoted prices to consider the increases in cost including (without limitation), costs of raw materials, or labour or any variation in the exchange rates. Unless the prices quoted are stated to be fixed, the prices payable for the Goods or Services should be those charged by the Company at the time of dispatch or supply of the Good and Services.
3.3. Quoted prices for the goods are DAP within Kingdom of Saudi Arabia and exclusive of value added tax (VAT) and other duty levy or tax imposed by any Government or other authority on the goods and services.
4.1. The company reserve the right to modify or withdraw any credit extension granted to the purchaser at any time.
4.2. If the Company determined that the creditworthiness of the Purchaser has deteriorated prior to the delivery, the company may require full or partial payment of the price prior to delivery or require the purchaser to provide acceptable security for payment in a form deemed suitable by the Company.
4.3. Unless otherwise agreed, the price of the goods must be secured by an irrevocable letter of credit satisfactory to the company. The Purchaser is required to establish the letter of credit in favor of the company promptly upon receiving the Company's acceptance, and it should be confirmed by a bank acceptable to the Company. The letter of credit should cover the Contract price, including any applicable taxes or duties payable by the Purchaser, and it should remain valid for the period specified by the Company. The Company entitled to receive payment upon presenting the specified documents to the designated bank.
4.4. Payment of invoices, unless otherwise agreed in writing, should be made in full without any deduction or set-offs within 7 days from the date of invoice. However, please refer to condition (4.3) for any specific provision related to payment.
5.1. The stated delivery or performance dates mentioned in any quotation or acceptance form, or any other documents are merely approximate and not contractually binding, and time for delivery shall not be made of the essence by notice. The Company holds no responsibility or liability towards the purchaser for any delay in delivery, regardless of the cause.
5.2. If the Purchaser returns or fails to accept any delivered Goods as per the Contract, the Company has the right to choose one of the following options: (1) Invoice the Purchaser for the Goods in question and deliver the remaining balance of Goods, invoicing accordingly. (2) Suspend or cancel any further deliveries under the Contract. Additionally, if the Purchaser does not accept the goods, the company can store them at the Purchaser expense. The Purchaser will be responsible for all storage costs, as well as any additional expenses or transportation costs incurred due to the refusal or failure. After 3 months from the payment due date, the Company may dispose of the goods as it deems fit.
5.3. Unless otherwise specified, delivery will be DAP within Kingdom of Saudi Arabia indicating that goods are considered delivered and the risk associated with them is transferred to the purchaser once the company notifies the Purchaser of their availability for collection.
5.4. If Goods are sold CIF, FOB or based on any other international trade term, the definition of such terms in the latest Incoterms will apply as if explicitly included in this agreement. However, if any parts of the incoterms are inconsistent with the provisions contained in these Conditions, the provision in this condition will take precedence.
5.5. Unless otherwise expressly agreed, the company has the option to deliver the goods in multiple parts. In case of delivery in instalments, each part will be considered as an independent contract.
5.6. In case of non-payment and the contract involves multiple deliveries, the Company may suspend further deliveries or terminate the contract entirely by written notice to the purchaser.
5.7. The Company will be considered to have fulfilled its contractual obligations for a delivery, even if the quantity varies by up to 10% from the specified quantity in the contract. In such cases, the purchaser is responsible for paying for the actual quantity delivered.
6.1. The Purchaser affirms and guarantees that it will comply with the export-related laws of Saudi Arabia, and any other relevant local country laws in relation to the Goods.
7.1. The goods will be the exclusive and complete property of the Company both legally and beneficially owner, until the company has all outstanding payments in full, including: (a) the Goods, and (b) any other outstanding sums owed by the Purchaser to the company on any basis.
7.2. The Purchaser must hold the goods as the Company's property until they are paid for. The Purchaser must store the goods in a way that makes it clear that they belong to the Company.
7.3. The Company reserves the immediate right of re-possession of any good to which it has retained title as aforesaid and thereafter to re-sell the same, and for this purpose the Purchaser hereby grants an irrevocable right and license to the Company's employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued right of the Company.
7.4. The Purchaser agrees immediately upon being so requested by the Company to assign to the company all rights and claims which the Purchaser may have against its customers arising from sub-sales of Goods until payment is made in full.
7.5. Despite the previous conditions outlined in Condition 7, the Purchaser is permitted to utilize the goods in its regular business operations. However, this usage must not diminish the value of the goods, and the purchaser is required to provide an account of any revenue received from such usage to the Company.
8.1. The Purchaser is responsible indemnify and protecting the company against any claims, costs, damages, and expenses arising from or related to work performed on the goods as per the specifications of the purchaser. This includes any infringement or potential infringement of intellectual property right owed by another individual, firm or company.
9.1. The Company cannot be held responsible for any visible defects, non-conformities, or quantity shortages in the delivered Goods unless the Purchaser submits a written claim to the Company within 7 days of the Goods' delivery. If the Company acknowledges liability for a shortage, its sole obligation will be to rectify the shortage accordingly.
9.2. Subject to the provisions stated in these Conditions, the Company provides a warranty that the Goods, for a duration of 12 months, starting from the date of delivery, will be free from significant defects in material and workmanship. Furthermore, the Goods will substantially comply with the specifications provided by the manufacturer of the Goods.
9.3. The Company will undertake the services with a reasonable level of skill and care.
9.4. The warranties in Condition 9.2, do not cover wear and tear and shall not apply to goods which have been subjected to misuse or abuse, neglect, accident, damage, improper storage, improper installation, or maintenance.
9.5. Subject to Conditions 9.4, if the Goods fail to meet the warranties specified in Condition 9.2, the Company has the choice to either provide a free replacement or repair for such Goods, or refund the price paid for them. However, if requested by the Company, the Purchaser must return the defective Goods or the affected part at the Purchaser's expense. The Purchaser's sole remedy for the Company's breach of the warranties stated in Condition 9.2 is limited to the Company's obligation to repair, replace, or refund, as determined by the Company. At the Company's request, the Purchaser must pursue any claims against the manufacturer of the Goods directly. Any repaired or replacement Goods will be guaranteed under the same terms for the remaining period of the original 12-month duration.
9.6. The Company's overall liability to the Purchaser, including any liability arising from the acts or omissions of its employees, agents, and subcontractors, shall not exceed 50% of the cost of the relevant Goods or 50% of the cost of the relevant Services that give rise to such liability, as determined by the net price invoiced to the Purchaser. This limitation applies regardless of whether the claim arises from negligence, breach of contract, misrepresentation, restitution, or any other legal grounds. Please note that this limitation of liability remains in effect even if repair or replacement Goods are provided.
9.7. The Company shall not be held liable to the Purchaser for any loss of profit, loss of business, or depletion of goodwill, whether direct, indirect, or consequential. This includes any claims for consequential compensation, regardless of the cause, arising from or in connection with the Contract. Such losses or claims, whether foreseeable or not, do not fall within the scope of the Company's responsibility, whether they result from breach of contract, tort (including negligence and breach of statutory duty), indemnity, or any other legal grounds.
9.8. All conditions, warranties, representations, and other terms, whether expressed or implied by statute, common law, or otherwise, are fully excluded to the maximum extent permitted by law.
9.9. In the unfortunate event of death or personal injury caused by the company's acts or omissions in relation to the performance of this contract, the liability of the company and its employees will be limited as prescribed by applicable laws and regulations. However, please note that the company will not accept any liability, to the extent permitted by law, for any direct, indirect, incidental, special, or consequential damages, regardless of whether they arise from negligence or any other cause.
10.1. The Purchaser agrees to indemnify, defend, and hold the Company harmless against any liabilities, damages, losses, or expenses (including reasonable attorney's fees and litigation costs) incurred or imposed upon the Purchaser due to third-party claims, suits, actions, demands, or judgments. This indemnification applies to all forms of liability, including but not limited to tort, warranty, or strict liability, arising from or related to the provision of goods and services by the Company, its Affiliates, or any of their Sublicensees. It also covers claims concerning any product, process, or service that is manufactured, used, or sold based on a right or license granted by the Company under this Agreement. However, this indemnification obligation does not apply in the event of a Claim resulting from a breach of the representations and warranties made by the Company under this Agreement, or in cases of fraud or intentional misconduct by any of the Company's Indemnitees.
11.1. The validity of the Contract is contingent upon securing all requisite licenses or consents essential for its execution, excluding those pertaining to the Purchaser's importation of the Goods. In this regard, the Purchaser is obligated to endorse all pertinent forms and documents and provide any additional support or aid to the Company as deemed necessary.
11.2. The Purchaser is responsible for acquiring, at their own cost, any necessary licenses, or consents for the importation of the Goods. If deemed necessary or requested, the Purchaser must provide the Company with evidence of such licenses or consents upon request.
12.1. The Purchaser retains ownership and assumes the risk for their materials in the Company's possession. The Company is not liable for loss or damage to these materials unless it results solely from their negligence. If the Company is responsible for reimbursing the Purchaser, the Company will only pay the cost of manufacturing the goods (if the Purchaser or its affiliates made the goods) or the cost of replacing the goods (if the Purchaser bought the goods from someone else), minus the value of any scrap or salvage.The Purchaser is responsible for insuring their materials against any non-negligence-related loss or damage. The Company assumes no liability for loss or damage caused by force majeure circumstances, as defined in Condition 13.2.
13.1. The Company cannot be held responsible for any loss or damage incurred by the Purchaser due to the supply of Goods or Services being impeded, obstructed, or delayed by unforeseeable circumstances beyond the Company's control, commonly referred to as force majeure events.
13.2. In this provision, "force majeure circumstances" refer to any events beyond the control of the Company that may include acts of God, riots, strikes, lockouts, trade disputes, labour disturbances, accidents, plant or machinery breakdowns, fires, floods, difficulties in obtaining workers, materials or transportation, or any other circumstances that affect the Company's ability to provide the Goods. These circumstances may involve the Company's usual source of supply for raw materials, the standard methods employed for manufacturing the Goods, or the regular routes or means of delivery for the Goods.
14.1. If the Purchaser engages in a deed of arrangement, commits an act of bankruptcy, enters into a compromise with creditors, or becomes subject to a receiving order, or if, as a company, it passes a resolution or the Court orders its winding up (except for amalgamation or reconstruction purposes), or if a receiver, administrator, or administrative receiver is appointed over any of the Purchaser's assets or business, or if circumstances arise that authorize the Court or a creditor to appoint a receiver, manager, or administrator, or entitle the Court to issue a winding-up order, or if the Purchaser takes any similar action due to debt or breaches any part of this or any other contract with the Company, the Company has the right to halt Goods in transit, suspend further deliveries, and terminate the Contract immediately by providing written notice to the Purchaser, without prejudice to the provisions of this Agreement.
15.1. The failure of either party to the Contract to exercise or enforce any rights granted by the Contract does not constitute a waiver of such rights and does not prevent their exercise or enforcement at any subsequent time.
16.1. Any notice that needs to be provided in writing as required under this agreement shall be considered as duly given if it is sent through pre-paid first-class post or facsimile to the concerned party's principal place of business or last known address.
17.1. If any Condition of the Contract (or a portion thereof) is determined by a court or other competent authority to be invalid, illegal, or unenforceable, such Condition or part-Condition shall be considered as not forming part of the Contract to the extent necessary. However, the remaining Conditions of the Contract shall remain valid and enforceable, unaffected by the invalidity, illegality, or unenforceability of the Condition.
18.1. The Contract shall be governed by and construed in accordance with the laws of Saudi Arabia. Any disputes arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the Kingdom of Saudi Arabia, for the purpose of resolution.
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