الشروط و الأحكام
General Terms for the Supply of Products and Services
1. General Provisions
1-1 These General Terms shall govern the supply of Products, systems and services (hereinafter referred to as ‘Supplies’) by 12 Cups Co. Ltd. (hereinafter referred to as ‘Seller’) and shall prevail, subject to clause 1-2, over any other terms, unless otherwise expressly agreed to in writing by both Parties. The Purchaser shall be deemed to have accepted these General Terms upon the issuance of a purchase confirmation or purchase order or any other written form (hereinafter referred to as ‘Purchase Confirmation’).
1-2 These General Terms shall govern in conjunction with the Price List or terms stipulated in each particular Quotation supplied by Seller to the Purchaser. Such terms stipulated in any Quotation shall apply exclusively to that particular Quotation. In the event of contradiction or divergence between particular terms in a Quotation and these General Terms, the relevant terms in a Quotation shall take precedence.
1-3 Failure on the part of Seller to object to the provisions contained in a Purchase Confirmation or other correspondence of the Purchaser shall not be construed as a waiver of either these General Terms or the terms stipulated in a Quotation. In the event that the Purchaser wishes to make any amendments to the Price List or a Quotation, such amendments shall not become effective unless agreed to in writing by Seller.
1-4 An offer for the provision of Supplies shall be valid for a period of thirty (30) days from the date of a Quotation, unless otherwise stipulated in a Quotation.
2. Prices & Terms of Payment
2-1 Seller shall be entitled to charge the Purchaser for any additional costs resulting from an increase in customs duties or taxes imposed by the Saudi governmental authorities or any additional costs resulting from changes in the currency exchange rate or devaluation of currency if purchases were made for off-the-shelf products or special orders.
2-2 The costs related to any preparation work of the Supplies are not included in the price stipulated in a Quotation.
2-3 Seller shall be entitled to adjust the price stipulated in the Price List or Quotation in the event of delay in the Delivery of the Supplies not attributable to any acts or omissions of Seller.
2-4 Seller shall retain title in all Supplies, including those delivered to the Purchaser, in order to secure payment of all amounts that are due. Where the Purchaser fails to pay any amount when it becomes due, Seller shall have the right to repossess and remove all or any part of the Supplies from the Purchaser, without prejudice to any other claims enforceable by Seller. The Purchaser shall not pledge the Supplies or otherwise use them as security or resell them unless a full payment for the supplies is received by the Seller. The Purchaser may only resell the Supplies in the ordinary course of business on condition that it receives full payment from its customer or makes the resale conditional upon the customer fulfilling its obligation to effect full payment. The Purchaser shall immediately inform Seller of any seizure or other act of intervention by third parties.
2-5 Where Seller has fulfilled all its obligations under a Purchase Confirmation and where there are outstanding payments that are due to Seller, Seller shall be entitled to assign its rights to collect the monies to a third party without the prior approval of the Purchaser. In such a case, and where the Warranty Period has not expired, Seller shall continue to perform its Warranty obligations.
3-1 Time for Delivery of Supplies can only be observed if all documents to be supplied by the Purchaser including, but not limited to, necessary permits, releases, plans and approvals, are received in time, and if the agreed terms of payment, including the provision of advance payments, and other obligations of the Purchaser are fulfilled. Unless these conditions are fulfilled in time, Delivery times shall be extended accordingly with no liability whatsoever incurred by Seller for such late Delivery.
3-2 Minor defects, which don’t have a direct effect on the Supplies operation, may not be invoked as a ground for rejection of Supplies by the Purchaser.
3-3 Delivery of Supplies shall mean that all responsibilities are passed to the Purchaser according to the agreed delivery terms.
4. Installation & Commissioning ( Applies only if included in the quotation or price list)
4-1 During installation and commissioning, the Purchaser shall take all measures it normally takes for the protection of its own possessions and personnel to protect the possessions and personnel of Seller at the site.
4-2 If installation or commissioning is delayed due to circumstances for which Seller is not responsible, the Purchaser may not impose penalties of any kind and any additional expenses imposed on Seller shall be borne by the Purchaser.
5. Handing Over ( Applies only if included in the quotation or price list)
5-1 Upon the completion of the delivery, installation and commissioning of the Supplies, Seller shall notify the Purchaser in writing that the Supplies are ready for handing over to the Purchaser (hereinafter referred to as ‘Handing Over’). Thereafter, the Purchaser shall immediately notify Seller in writing of its acceptance; otherwise Handing Over shall be deemed effected automatically three (3) days after the notification by Seller.
5-2 The responsibility for risk of the Supplies shall transfer to the Purchaser upon Handing Over of the Supplies.
6. Warranty (Only applicable to Machines)
6-1 Seller warrants to the Purchaser that the Supplies shall be free of not insubstantial defects in workmanship and material (hereinafter referred to as ‘Warranty’) for a period of two (2) years from the date of the Handing Over of the Supplies as per clause 5-1 (hereinafter referred to as ‘Warranty Period’) as spare parts are included in the warranty during the first year only. Seller shall, at its discretion and expense, repair or replace such defective Supplies or their parts, provided that the cause of the defect had already existed upon Sale Handing Over of the Supplies, and provided that the Purchaser informs Seller of the defect in writing within 30 days of receipt of the defect, presents Seller with satisfactory proof of the defect and allows Seller to inspect the defect within the Warranty Period.
6-2 The Warranty shall not cover damage caused to the Supplies due to natural depreciation, accident, misuse, neglect, unusual or severe operation, improper storage, installation, maintenance, operation, alterations or repairs, use of unsuitable materials for operation, excessive operation at peak capacity, frequent starting and stopping, type of fuel and detrimental air inlet conditions, adverse environmental conditions and fuel or airborne contaminants. The Warranty shall not cover Supplies that have a lifespan shorter than the Warranty Period nor consumables.
6-3 The Warranty is the Purchaser’s exclusive remedy. The Warranty is in lieu of all other warranties, whether express or implied, including but not limited to, any warranty of merchantability or fitness for any particular purpose.
7. Limitation of Liability
7-1 Seller shall not be liable to the Purchaser or any third party for any claims for damages and reimbursement of expenses, special, indirect or consequential damages, anticipated or lost profits, loss of time, cost of capital, damage to or loss of Purchaser or third party property and equipment, loss of use of equipment or system, cost of purchased or replacement material or products or temporary equipment, or any other losses incurred by the Purchaser or any third party in connection with the Supplies.
7-2 The aggregate liability of Seller for any and all claims in connection with the Supplies shall not exceed the sum of the Purchaser’s payments for the Supplies.
8. Force Majeure
8-1 Seller shall not be liable for damages as a result of any delay or failure of Delivery or failure to perform due to any cause beyond Seller’s control, including, but not limited to, any regulation, order, act, instruction, requirement or priority request of any governmental agency, civil or military authority, act of God, act or omission of the Purchaser or carriers or their representatives, fire, accident, weather, strike, lockout, equipment breakdown, riot, terrorism, war, other natural disasters, embargo or delay in transportation or inability to obtain necessary labor, materials, fuel or manufacturing locations (hereinafter referred to as ‘Force Majeure’).
8-2 In the event of any delay due to Force Majeure, the time for Delivery of the Supplies or Handing Over of the site shall be extended accordingly for a period equal to the time loss by reason of the delay, and Seller shall be reimbursed for any additional cost that it has incurred as a result of such delay. The Purchaser’s receipt of the Supplies shall constitute a waiver of any claims for delay.
9-1 Subject to the ability of the Seller, In the event that the Purchaser cancels a Purchase Confirmation or part thereof, the Purchaser shall pay Seller all costs incurred by Seller in addition to the sum of 20% of the value of the Supplies and the Purchaser shall indemnify, defend and compensate Seller for all damages and liabilities incurred or to be incurred by the Seller in connection with such cancellation.
9-2 In case seller wishes to cancel any order after it was placed and for whatever reason. Seller shall have the right to refund the amounts without any liability on the Seller.
10. Returns and Replacements
10-1 Coffee whole beans can be returned within 3 days from purchase unless more than 10% of the quantity used in which return shall not be accepted.
10-2 For appliances, tools and machines can be returned within 7 days from purchase if not used.
10-3 Customer can’t return any custom made equipment or made to order under no circumstances.
10-4 If return occurred from Purchasers acquired via delivered due to any reason other than mistake of Seller in order or defective Supplies, then Purchaser shall bare all delivery costs.
11. Delivery for Online and Phone Orders
11-1 Purchaser shall provide all necessary contact information during the purchase process.
11-2 Orders will be only delivered after Seller receives all amounts due.
11-3 Home delivery shall be subject to shipping carrier’s terms and conditions.
11-4 For orders outside the city of Riyadh, deliveries would go out only once a day at the end of every working day except for weekends and holidays.
11-5 Any damages due to mistreatment of delivery carrier, Seller shall not be responsible for any costs associated.
11-6 For Orders outside the city of Riyadh, Seller will provide Purchaser with tracking number in which, Purchaser can track and follow-up order status.
12-1 Notices via E-mail shall be deemed satisfactory to any legal requirement that such communications be in writing.
13. Governing Law
13-1 The relationship between the Seller and the Purchaser and all Purchase Confirmation shall be subject to and interpreted in accordance with the laws of the Kingdom of Saudi Arabia.
14. Dispute Resolution
14-1 Any disputes between the Seller and the Purchaser in relation to the execution and interpretation of this relationship shall be solved amicably, in case of failure to reach an amicable solution then the dispute shall be forwarded to ARBITRATION in accordance with the Saudi Arbitration Law and the seat of arbitration shall be in Riyadh.