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Buyer makes a firm offer to purchase the products (“Product(s)”) described in an order submitted 1) through Seller’s website at PlantAndEquipment.com or 2) by fax, email or other contact with MESA’s Customer Service Desk (the “Order”) using the procedures described in such website and under these Terms and Conditions. Except as otherwise specified herein, Seller accepts Buyer’s offer at the earlier of when (a) Seller sends Buyer a written acceptance (by e-mail, fax, or otherwise), (b) Seller ships Buyer’s Order, or (c) Seller accepts by the signature of its Contract Manager. Seller’s acceptance and this Contract is conditioned on Seller’s on-going credit review and approval of Buyer and Seller’s on-going determination that Buyer and this Contract comply with all applicable laws and regulations in the UAE, and Seller’s compliance policies and programs. Without limiting Seller’s other remedies, Seller may require payment in advance should it determine that Buyer’s credit is unsatisfactory. Seller reserves the right to make partial shipment of one or more Products contained in the Order, and unless otherwise specified in Seller’s written acceptance, partial shipment of an Order shall be acceptance of only that portion of an Order. For Products not currently in Seller’s inventory, Seller may either (x) place such Products on backorder and notify Buyer of such status, unless such Products will be in Seller’s inventory within thirty (30) days, or (y) in Seller’s sole discretion, terminate this Contract with respect to Products not in Seller’s inventory by notice to Buyer. Notwithstanding the foregoing, acceptance is strictly limited to the terms and conditions in this Contract. These Terms and Conditions will apply to Seller’s invoice referred to in Section 7 into which these Terms and Conditions are incorporated. Seller objects to and rejects any provision additional to or different from the terms hereof that may appear in Buyer’s purchase order, acknowledgement, confirmation, writing, or in any other prior or later communication from Buyer to Seller, or arising out of course of dealing or usage in the trade, unless such provision is expressly agreed to by Seller in a writing signed by Seller. Buyer’s commencement of performance shall in all cases constitute Buyer’s unqualified and unconditional acceptance of the terms and conditions of these Terms and Conditions and Seller’s invoice.
Products shall be delivered FCA (as defined in Incoterms 2010) Seller’s facility (location designated on Seller’s acknowledgement). Buyer shall select the carrier and mode of transportation. Seller will include copies of documentation supporting prepaid freight charges (e.g., carrier invoices or UPS shipping log/manifest), if any, with its invoices. Buyer shall be responsible for costs of insurance and transportation and for all import duties, taxes, or other expenses incurred or licenses or clearance required at any port of entry and destination. Unless expressly stated in writing by.Seller, all shipment and delivery dates are estimates. Title and risk of loss or damage to the Products sold shall pass to Buyer upon delivery to a carrier FCA point, as applicable
Buyer’s irrevocable acceptance of the Products shall be conclusively presumed unless Buyer gives written notice of a defect within ten (10) days after receipt. If Seller delivers non-conforming Product(s) as per Order, Seller may at its option and at Seller’s expense promptly correct or replace the Part(s). If Buyer returns a Product for convenience, the Product must be a Product that Seller normally keeps in stock, Seller must be notified and agree to the return of the Product, the Product must be returned within 30 calendar days of purchase, and the Product must be in pristine condition in an unopened container. Products returned for convenience will be charged a 10% restocking fee.
Seller warrants that at the time of delivery all Products furnished hereunder shall be free from defects in material and workmanship. The warranty for Products shall run for a period of [insert if applicable] from the delivery of such Products to Buyer. The Buyer shall give Seller written notice describing the defect immediately upon discovery of the defect. If it is shown to Seller’s satisfaction that the Products fail to conform to this warranty, Seller shall at its option and at its expense either repair or replace the Products or credit Buyer’s account for such Parts. This warranty extends only to the Buyer.
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF BUYER DESCRIBED IN THIS SECTION ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN ANY PRODUCTSPROVIDED UNDER THIS CONTRACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER.
Seller’s warranty obligations described in this Section are subject to the following conditions:
If Seller determines that the Product(s) are not covered by the warranty described in this Section, Buyer will pay Seller for work performed and material furnished in connection with the teardown, investigation, reassembly, and any authorized repair or maintenance services performed, in accordance with Seller’s then current charges.
SELLER WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY) OR IN TORT, AND WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER, OR OTHERWISE, FOR DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, REVENUE OR PROFIT BY BUYER OR ANY CUSTOMER), OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THIS CONTRACT INCLUDING, WITHOUT LIMITATION, ANY NON-CONFORMANCE OR DEFECT IN ANY PRODUCTSPROVIDED UNDER THIS CONTRACT. OR DELAY IN PERFORMANCE. WITHOUT LIMITING THE FOREGOING, SELLER’S MAXIMUM LIABILITY HEREUNDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE PRODUCTSSUBJECT TO THE CLAIM. THE PARTIES AGREE THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS CONTRACT.
No action may be maintained by Buyer unless written notice of the claim is delivered to Seller within thirty (30) days after the event subject to the claim first becomes known to Buyer, but in no case may Buyer maintain an action unless it is brought within one (1) year after the cause of action accrues.
Buyer is liable for and shall pay all taxes, impositions and charges imposed by any United Arab Emirates (“UAE) or non-UAE taxing authority arising out of or in connection with this contract. “Taxes” are defined as all taxes, fees, charges or duties and any interest, penalties, fines or other additional tax, including but not limited to sales, use, value added, gross receipts, stamp, custom, withholding, excise, transfer and similar taxes, or other taxes imposed in connection with the performance of this contract, except UAE federal and Emirate income taxes imposed on Seller. Buyer will promptly reimburse Seller on demand for any Taxes that are imposed on and paid by Seller or for which Seller is responsible for collection in connection with this contract. If Buyer is required by the legal requirements of any applicable jurisdiction to deduct any withholding tax from payments made to Seller under this Contract, the amount paid to Seller shall be increased such that, after the withholding and payment of tax on such amounts, Seller shall receive the amount payable to it hereunder determined without regard to such withholding tax.
Payment shall be made in UAE Dirhams. One of the following provisions will apply and will be designated by the Seller in the acknowledgement to Buyer’s order:
If such invoice or any part thereof shall not be paid, it is agreed that Buyer shall pay to Seller with the payment of any such unpaid amount a FINANCE CHARGE computed on a monthly periodic rate of one percent (1%) per month which is an ANNUAL PERCENTAGE RATE of twelve percent (12%).
Seller shall not be liable for delays in performance from causes beyond the reasonable control of Seller. Examples of these causes include, but are not limited to (a) acts of God or of the public enemy, (b) acts of the Government in either its sovereign or contractual capacity, (c) fires, (d) floods, (e) epidemics, (f) quarantine restrictions, (g) strikes, (h) freight embargoes, (i) unusually severe weather, (j) earthquakes, and (k) inability, after commercially reasonable diligence, to obtain raw materials. Seller shall notify Buyer in writing within 10 days after the beginning of any such cause.
This contract shall be interpreted, construed and enforced in all respects in accordance with the laws of Emirate of Dubai. It is firm intention of each party that all disputes and differences arising out of this Contract shall be settled amicably by consultation between the parties. Any dispute or difference which any party believes cannot be so settled shall be referred by that party to the Dubai Courts which shall have exclusive jurisdiction over such dispute or difference and to whose jurisdiction all the parties hereby submit. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Any noticed required or allowed under this Contract must be in writing and delivered to Seller at the address specified at the end of these Terms and Conditions and to Buyer at the address stated in the Order or the place of delivery of the Product(s), or such other address as a party may provide to the other party by like notice.
Headings used in these Terms and Conditions are for the convenience of the parties and do not form a part of or may be used to construe this Contract. No consideration will be given to the fact or presumption that one party had a greater or lesser hand in drafting this Contract. Neither party has an employee, agent, “borrowed servant,” partner, fiduciary, or other relationship, other than buyer and seller, and except as expressly stated herein, neither party has the right to control or direct the other party.
These Terms and Conditions and the Order contain the entire agreement of the Parties and supersedes any and all prior agreements, understandings and communications between Buyer and Seller related to the subject matter of this contract. When in conflict, these Terms and Conditions control over the Order. No amendment or modification of this contract shall bind either party unless it is in writing and is signed by authorized representatives of Buyer and Seller.
(a) In performing the obligations of this contract, Buyer will comply with all applicable statutes and government rules, regulations and orders, MESA’s business conduct policy and procedures (if any) and any other laws and regulations of the UAE or any applicable jurisdiction.
Buyer will further comply with United States export control and sanctions laws, regulations, and orders, as they may be amended from time to time, applicable to the export and re-export of goods, software, technology, or technical data (“Items”) or services, including without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and all regulations and orders administered by the U.S. Department of Treasury, Office of Foreign Assets Control (collectively, “Export Control Laws”).
(b) The Party conducting the export shall be responsible for obtaining the required authorizations. The Party conducting the re-export shall be responsible for obtaining the required authorizations. Each party shall reasonably cooperate and exercise reasonable efforts to support the other party in obtaining any necessary licenses or authorizations required to perform its obligations under this contract.
(c) The party providing any Items under this contract shall, upon request, notifies the other party of the Items’ Export Control Classification Numbers (“ECCNs”) as well as the ECCNs of any components or Products thereof if they are different from the ECCN of the Item at issue.
(d) Buyer shall not, without the prior express written consent of Seller, as authorized by its Contract Manager, use the Products in any way involving military end-customers other than the U.S. government. This restriction shall apply to any use, sale, proposal or offer to sell or provide Products to any military end-customers other than the U.S. government anywhere, and shall include any national Army, Navy, Air Force, or other agency of national defense, as well as defense contractors where Buyer knows or has reason to know that the part is likely to be used by, delivered to or benefit a defense agency anywhere.
Any failure, delay, or forbearance by Seller in enforcing any provision of this contract will not be construed as a waiver or relinquishment of such provision. If any provision of this contract is or becomes void or unenforceable by law, the remainder shall be valid and enforceable.
This contract shall not be assignable by Buyer without the prior written consent of Seller.
Without limiting any other provision of this Contract, Seller may terminate this agreement at any time by giving thirty days (30) written notice to Buyer.
Seller may terminate this contract in the event of:
Buyer unconditionally and irrevocably agrees that the execution, delivery, and performance of this Contract constitutes private and commercial acts rather than public or governmental acts, and agrees that in the event any legal proceedings are brought against it or its assets in relation to this Contract, no immunity (sovereign or otherwise) from such legal proceedings shall be claimed by it or on behalf of it, or with respect to its assets. Buyer hereby waives any such rights or immunity (sovereign or otherwise) which it or its assets now have or may acquire in the future, to the maximum extent permitted by applicable law.
Buyer agrees to reimburse Seller for the costs Seller incurs (including attorneys’ fees) in any action or proceeding brought to enforce any provision of this Contract, or where any provision is validly asserted by Seller as a defense.
These Purchaser Terms and Conditions (the "Terms") by and between you as the buyer ("Purchaser") and PANDE Auctions LLC. ("PANDE Auctions") as the auctioneer, establish the terms and conditions in respect of the buyer’s participation in any public auction event conducted on PlantAndEquipment.com by PANDE Auctions (the "Site"), on which a vendor may list an item (the "Product") for bid by a prospective buyer during a live auction event on the Site that is conducted by PANDE Auctions ("Live Auction Event").
Before the Purchaser attempts to buy any Product from a vendor on the Site during any Live Auction Event, PANDE Auctions requires that the Purchaser read and accept the Terms. BY CHECKING ON THE SPACE NEXT TO "ACCEPT TERMS & CONDITIONS", THE PURCHASER HEREBY REPRESENTS THAT THE PURCHASER HAS READ, UNDERSTOOD AND ACCEPTED THE TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT THE PURCHASER WILL BE FINANCIALLY RESPONSIBLE FOR THE PURCHASER’S USE OF THE SITE AND PURCHASE OF PRODUCT. If the Purchaser chooses not to accept the Terms, the Purchaser may not bid on or purchase Product by means of the Site. If you have any questions, please contact [email protected]
2.1. Services. Under the Terms, PANDE Auctions offers the use of the Site to bid on and buy Product advertised by sellers/vendors using the Site to list and advertise their Product for sale to potential buyers. Each of the buyer and seller to any transaction resulting from a Live Auction Event on the Site is acting on its own respective behalf, and PANDE Auctions does not represent either party in the transaction (if any) that results from use of the Site. PANDE Auctions is not a party to the subsequent binding obligation to sell/buy the Product that is entered into between a seller and a buyer (unless PANDE Auctions is the owner of the Product sold in which case PANDE Auctions would be the seller).
2.2. Advertisement Period for Product. For all listings the period during which bids can be placed on Product shall be determined solely by PANDE Auctions.
2.3. Purchaser Conduct. Any deliberate attempt to artificially influence the sales price, directly or indirectly, by any user is prohibited, including bidding through a secondary account, agent or representative on a Product that the seller may be selling, communicating with other buyers or shill bidding. PANDE Auctions may at its sole and unfettered discretion determine such conduct (or the appearance thereof) and take any and all actions PANDE Auctions determines in order to protect PANDE Auctions, its reputation, the seller and the integrity of the Live Auction Event.
2.4. Inspection. Where a listing permits inspection of the Product, the Purchaser may, at the Purchaser’s discretion (acting reasonably), in good faith, inspect the Product prior to bidding in accordance with the seller’s guidelines and requirements for inspection. Items offered for sale via the Site may be used goods and might have defects. If the Purchaser bids without having inspected the Product, the Purchaser does so at its own risk. The Purchaser and/or its agents are solely responsible for final verification of Product purchased at the time of removal and PANDE Auctions takes no responsibility whatsoever.
3.1. Binding Offer to Purchase: The Purchaser acknowledges and agrees that bidding on the Site is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or as otherwise noted in these Terms, once placed a bid may not be retracted and the Purchaser is obligated to complete the transaction. If the Purchaser is the highest bidder and meets or exceeds the minimum price as established by the seller ("Reserve Price") or if there is no Reserve Price, the Purchaser is the highest bidder at close of the reserve period noted on the reserve listing ("Reserve Period"), then the Purchaser shall pay the Purchase Price and follow any and all other processes and procedures as set out herein or on the Site.
3.2. Winning Bids: PANDE Auctions is the authority that identifies and determines a winning bid for a Product at a Live Auction Event ("Purchase Price"). Nonetheless, PANDE Auctions shall not be liable for any errors or omissions relating to such determination, whether by PANDE Auctions , the seller or another third party. Before PANDE Auctions can establish the winning bid for the Live Auction Event listings, (a) the Purchaser’s bid must meet or exceed the Reserve Price or be the highest bid if there is no Reserve Price; (b) if the Purchaser’s bid is less than the Reserve Price, PANDE Auctions may at its sole discretion inform the seller of the Purchaser’s bid that is less than the Reserve Price, within forty eight (48) hours from the close of the Live Auction Event (the "Consideration Period"), and if the seller wishes to sell the Product at the Purchaser’s last bid, PANDE Auctions shall inform the Purchaser accordingly and the seller may consider the Purchaser’s bid and if the seller accepts the Purchaser’s bid within the Consideration Period the Purchaser can, at its sole discretion, decide to purchase the Product at the agreed price which shall then be deemed the Purchase Price. Subject to Sections 4.3 and 4.4, after the winning bid is established by PANDE Auctions based on the preceding, or the Purchaser has committed to purchase the Product at the Purchase Price set out in the Consideration Period, the bid or purchase commitment of Purchaser will be automatically accepted by seller and a binding obligation to purchase and sell between Purchaser and seller is automatically created ("Binding Obligation"). All the Terms shall apply to the Binding Obligation. The Purchaser and the seller will be notified of the the Binding Obligation by an email or other notification that is generated automatically by the Site.
3.3. Voiding Bids: PANDE Auctions reserves the right to reject or void bids, whether a Winning Bid or not, which it believes (a) have not been made in good faith, (b) is intended to manipulate the listing process, (c) results from application or system errors or outages, or (d) is prohibited by any applicable law or regulation.
3.4. Postponement and Cancellation. PANDE Auctions reserves the right to withdraw, postpone or cancel any listing, at its own discretion, with or without notice and without owing any liability to the Purchaser or any other party. PANDE Auctions also reserves the right to cancel any Binding Obligation or sale, whether or not payment has been received, if (i) PANDE Auctions determines that the sale is the result of application, system, and/or user error, (ii) in the event of a breach or default of the Binding Obligation by the seller, or (iii) where the concerned party is unable to clear title to the Product within a reasonable period of time (as reasonably determined by PANDE Auctions). PANDE Auctions sole liability to the Purchaser as a result of any such cancellation shall only be to return any funds paid by the Purchaser which are still in the possession of PANDE Auctions with respect to such sale.
3.5. Availability of Site: PANDE Auctions will do its utmost to ensure that availability of the Site’s Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, the Purchaser’s access to the Site may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. PANDE Auctions will attempt to limit the frequency and duration of any such suspension or restriction. PANDE AUCTIONS WILL NOT BE RESPONSIBLE FOR (I) LOSSES THAT WERE NOT CAUSED BY ANY BREACH ON ITS PART, OR (II) ANY BUSINESS LOSS (INCLUDING LOSS OF PROFITS, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, DATA, GOODWILL OR WASTED EXPENDITURE), OR (III) ANY INDIRECT OR CONSEQUENTIAL LOSSES THAT WERE NOT FORESEEABLE TO BOTH THE PURCHASER AND PANDE AUCTIONS WHEN THE PURCHASER COMMENCED USING THE SITE. PANDE AUCTIONS WILL NOT BE HELD RESPONSIBLE FOR ANY DELAY OR FAILURE TO COMPLY WITH THE OBLIGATIONS SET OUT IN THE TERMS IF THE DELAY OR FAILURE ARISES FROM ANY CAUSE WHICH IS BEYOND PANDE AUCTIONS REASONABLE CONTROL. This condition does not affect the Purchaser’s legal right to have Products sent provided within a reasonable time or to receive a refund if Products ordered cannot be supplied within a reasonable time owing to a cause beyond PANDE Auctions reasonable control.
3.6. Intellectual Property: The Purchaser acknowledges and agrees that: (i) the bid amounts, pricing and overall results, any data obtained from or noted in PANDE Auctions online listings or any audio/video associated with the transaction ("Site Data") may only be accessed, displayed and used by the Purchaser for the sole purpose of the Purchaser’s participation in such a transaction; (ii) the Purchaser may not, without express written permission of PANDE Auctions, directly or indirectly, through any means whatsoever, record, capture, store, reproduce, rebroadcast, retransmit, redistribute, or create derivative works from the Site Data; (iii) PANDE Auctions and its licensors own all the rights, titles and interests in and to all Site Data; and (iv) the Purchaser shall not repackage, resell or otherwise commercialize or exploit any data in the Site Data in any manner whatsoever.
3.7. Services in the Middle East: The Purchaser confirms that it has approached PANDE Auctions to seek assistance in respect of the purchase of the Product. The Purchaser acknowledges and agrees that PANDE Auctions, as a Site operator, does not have the ability to approach, solicit, engage, induce, initiate or select any sellers or buyers and the Site is just a platform connecting the prospective buyers and sellers (subject to any support services provided herein including in respect of the Consideration Period). Any actions undertaken by PANDE Auctions or an entity acting on its behalf (such as providing logistical support or collecting monies) are pursuant to and solely in order to facilitate the sale and purchase of the Product and enable smooth conclusion to the Binding Obligation between the prospective buyer and seller. As Site operator, PANDE Auctions accepts and allows all eligible persons that meet the requirements of the Site to register, buy and/or sell Product in accordance with and subject to the Terms and laws applicable to such buyers and sellers.
4.1. Transaction Fee. For each piece of Product purchased from the seller through the Site, the Purchaser agrees to pay a transaction fee ("Transaction Fee") and a commission fee ("Commission Fee") which is set forth on the PANDE Auctions Site as noted in the listing for such Product. PANDE Auctions may change or add such fees from time to time, at its sole discretion, with or without giving notice to the Purchaser. Other fees that may be payable by the Purchaser will be detailed on the Site.
4.2. Payment and Payment Schedule. The Purchaser shall remit the Purchase Price, applicable taxes, duties, value added tax or vehicle registration taxes, Transaction Fee, Commission Fee and any other required fees within five (5) days after the conclusion of the Binding Obligation. Any foreign currency exchange fees or charges are the responsibility of the Purchaser. All amounts that are due and payable must be paid prior to releasing any Product for pick-up or transport. After the receipt of payment and completion of any additional/required documents, the Purchaser and seller will be notified that the Product is available for pick-up via an email that is generated automatically by the Site ("Item Release"). Cash payments will be accepted provided such payments are made only in the lawful currency of the United Arab Emirates (UAE Dirhams) and that such payments adhere to any and all requirement of PANDE Auctions as conveyed from time to time. Payments from a third-party source will not be accepted unless PANDE Auctions, at its sole discretion and in advance, has been satisfied as to the authenticity of the payment in writing.
4.3. Security Deposit. To participate in a Live Auction Event from time to time, the Purchaser shall make an initial one-time security deposit of AED 5,000.00 (the "Security Deposit") payable upon acceptance of these Terms by the Purchaser. The Purchaser may request the return of the Security Deposit, less any Transaction Fees, Commissions Fees or other costs or expenses that may be otherwise due to the seller and/or PANDE Auctions, at any time during the duration of these Terms. If the Purchaser requests the return of the Security Deposit the Purchaser will not be able to participate in any Live Auction Events going forward.
4.4. Taxes and Compliance with laws. All bids and offers for the Product would reflect the net amount payable by the Purchaser including any taxes imposed on the Product with respect to the transaction. The Purchaser is liable to pay all such taxes or to establish to PANDE Auctions satisfaction, on behalf of the seller, a valid exemption certificate from such taxes. The Purchaser acknowledges and agrees that the service provided by PANDE Auctions comprises of all the sales and after-sales services along with the associated taxes in relation to the transactions that arise in connection with its use of the Site and that the Purchaser remains liable to pay any such tax liability. PANDE Auctions shall not in any manner be responsible, liable or participate in respect of the calculation, collection or other dealing of any and all taxes in respect of the Product, the Purchaser and the seller of the Product in the transactions contemplated herein. The Purchaser is expected to provide PANDE Auctions with any necessary documentation (e.g., Bills of Lading, export documents, etc.) no later than ten (10) business days from the date of purchase of the Product resulting from the Live Auction Event. If the Purchaser has an exemption certificate that was not submitted at the time of sale, the Purchaser has ten (10) business days from the date of purchase to submit a valid exemption certificate in order for PANDE Auctions to process a refund. After ten (10) business days, the Purchaser will need to submit any refund request directly to the state for which the original sales tax was collected and remitted by PANDE Auctions. In the event the Purchaser’s credit card is charged for taxes on a purchase that is subsequently exempted from such tax, the amount shall be refunded to the Purchaser’s credit card used in the purchase. The Purchaser shall indemnify PANDE Auctions against any tax, cost or expense if the Purchaser fails to provide PANDE Auctions with a valid exemption certificate or other supporting documents necessary to calculate tax in relation to a transaction. The Purchaser acknowledges and undertakes to make itself aware of and comply with all laws that may be applicable to the Purchaser’s access and use of the Site, and its entry into a transaction on the Site. PANDE Auctions disclaims any and all liability in respect of the Purchaser’s use of the Site and the Purchaser’s purchase of any Product resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on the Purchaser. For the avoidance of doubt, it is the Purchaser’s responsibility to satisfy itself of any charges, taxes (whether direct, indirect, local or federal) or related obligations becoming applicable in respect of the transactions that the Purchaser enters into on the Site. The Purchaser shall indemnify PANDE Auctions and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense arising from the Purchaser’s failure to satisfy any laws or regulations in relation to a transaction.
4.5. VAT. This provision shall only apply to Binding Obligations subject to value added tax as provided for in the Federal Decree-Law No.18 2022 on Value Added Tax of UAE or similar tax in countries outside the United Arab Emirates ("VAT") or other indirect taxes. All bids and offers for Product would reflect the amount of exclusive of VAT and other indirect taxes imposed with respect to the sale or purchase transaction. Accordingly, the amount of the successful bid in respect of any item of Product shall be exclusive of VAT and other indirect taxes, and the price payable by the Purchaser shall be exclusive of such taxes (e.g., VAT) chargeable in respect of the supply of the Product to the Purchaser. Similarly, all fees and other amounts payable to PANDE Auctions are calculated exclusive of VAT so the amount payable by the Purchaser shall be exclusive of the amount of VAT which may be chargeable in respect of the applicable Product. The amount payable shall be subject to VAT if the Purchaser fails to provide necessary documentation to seller to substantiate a VAT rate other than the standard VAT rate. The Purchaser shall enter the VAT registration number upon becoming a registered user of the Site and shall immediately notify PANDE Auctions if that number ceases to be valid for any reason. The Purchaser shall indemnify PANDE Auctions and its affiliates including the officers, directors, agents and employees thereof against any tax, cost or expense relating to the Purchaser’s and/or seller 's failure to satisfy any VAT chargeable in relation to a transaction. For the avoidance of doubt, it is the responsibility of the Purchaser to make sure that any VAT (or similar) charges or related obligations have been met in relation to a transaction. Notwithstanding the above, the Purchaser shall be invoiced and be liable for VAT if the Purchaser is located in the UAE and qualifies to pay VAT under the laws and regulations of the UAE.
5.1. Liability for Product: The responsibility and risk of loss for Product shall remain with the seller until the earlier of: (a)the Purchaser taking custody of the Product (or when the Purchaser’s designated transportation carrier takes custody of the Product); or (b) receipt by the seller of all the proceeds from the sale of Product. Thereafter, the Product shall remain at the risk of the Purchaser or the Purchaser’s designated transportation provider.
5.2. Default: If, after seven (7) calendar days following the conclusion of a Binding Obligation, the Purchaser has not made full payment of the Purchase Price and all other applicable fees, the Purchaser is in default and will be subject to a penalty in the form of late payment fee of [AED 150.00 per calendar day]. PANDE Auctions may, in addition to other remedies available under applicable law including: (i) retain collection agencies and legal counsel (for which PANDE Auctions will seek reimbursement of any reasonable costs from the Purchaser) to collect outstanding amounts from the Purchaser, (ii) suspend the Purchaser’s transactional privileges on the Site, (iii) apply any payment or deposit received from the Purchaser or the Purchaser’s affiliates against amounts owing to PANDE Auctions or its affiliates and invoice the Purchaser for any remainder (including the Security Deposit), and/or (iv) with the seller’s permission, and on their behalf, rescind the offer to sell and then re-list the applicable Product or offer it to the second highest bidder. PANDE Auctions may suspend the Purchaser’s transactional privileges on the Site for any default, and unless otherwise determined by PANDE Auctions at its sole discretion, the Purchaser shall remain suspended from use of the Site.
5.3. Abandoned Product: The Purchaser’s failure to claim and remove Product within sixty (60) calendar days following the Item Release is deemed to be evidence of the Purchaser’s intention to abandon the Product, and PANDE Auctions on behalf of the seller may take action that may be adverse to the Purchaser’s interest in the Product, including, but not limited to, any appropriate steps under the law to dispose of the Product.
5.4. Freight and Transportation: The Purchaser is responsible for all freight, shipping and other costs related to transporting the Product from the posted Product location to its final destination including all the special handling, loading, transportation costs and permits required to move the Product. The Purchaser shall remove the Product from seller 's premises no later than twenty-one (21) business days after availability of the Item Release, after which The Purchaser may be responsible for payment of storage fees, and in some cases payment of cost to transport Product to an alternate location, as detailed on the Site and incorporated herein by reference. The standard storage fees are AED 250 per calendar day, beginning on the 22nd day after availability of the Item Release, with the total amount not to exceed AED 10,000 (in the listing currency). Unless otherwise agreed in writing the Purchaser shall not list PANDE Auctions as sender/shipper/exporter on any transport/shipping/export documents and the Purchaser hereby appoint PANDE AUCTIONS, its affiliates and its authorized representatives as its attorney with a limited power of attorney to - where needed - execute on behalf of the Purchaser, all documents required to load and/or transport/ship/export purchased Product. Notwithstanding the preceding, PANDE Auctions may at its sole discretion provide transport and shipping services by way of a third party service provider.
5.5. Export: The Purchaser is advised to have all such certificates and permits issued and completed prior to transporting the Product. The Purchaser may otherwise be subjected to clearing, permit, and/or other payments if the Product is stopped and held at a port of entry to a state, province, jurisdiction or country. The Purchaser may not use PANDE Auctions Site if it is the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where it is using PANDE Auctions Site. The Purchaser must comply with all U.S. or other export and re-export restrictions that may apply to Product and services. Nothing in these Terms shall, or shall be interpreted or construed to, induce or require PANDE Auctions of the Purchaser to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any applicable U.S. laws, regulations, rules, or requirements.
6.1. Disclaimer: PANDE Auctions makes no warranty that the Product will properly function or operate when delivered to the Purchaser nor that it will continue to operate or function for any period of time after delivery. PANDE Auctions expressly disclaims any responsibility for any acts or omissions of other users of the Site. If the Purchaser is dissatisfied with the Site, the sole remedy available to the Purchaser is to discontinue using the Site. For clarity any Product purchased by the Purchaser from the Site is purchased "AS IS".
6.2. Limitation of Liability: To the fullest extent permitted by law, in no event shall PANDE Auctions be liable for any special, indirect, punitive, cover, incidental or consequential damages, however caused, whether in contract or tort or under any other theory of liability, including without limitation, loss of revenue, anticipated profits, business or sales, any loss of goodwill or reputation, or the costs of substitute goods or services, even if PANDE Auctions has been advised of the possibility of such damages. Subject to Section 4.4, in no event shall the total liability of PANDE Auctions to the Purchaser for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence, product liability or otherwise) arising from this Terms, the purchase or use of Product, or the Purchaser’s use of the Site exceeds, in the aggregate, the total Commission Fee earned by PANDE Auctions from the listing(s) related to such claim.
6.3. Indemnity: The Purchaser agrees to defend, indemnify and hold harmless PANDE Auctions, the seller and their respective subsidiaries and affiliates and each of their respective officers, directors, employees, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs), made by any third party due to or arising out of (a) the Purchaser’s breach of this Terms, (b) the Purchaser’s improper use of the Site, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Product sold or purchased from the Site, or (c) the Purchaser’s violation of any law or the rights of a third party. Furthermore, the Purchaser agrees to defend, indemnify and hold the Indemnified Parties harmless from and against any and all damages, costs, claims or liability (including reasonable attorneys' fees) for any injuries to persons or property of any type, occurring during the Purchaser or the Purchaser's inspection of Product, the Purchaser or the Purchaser’s agent's presence at a seller 's site or any government facility or resulting from the sale, removal, use or operations of the purchased Product. PANDE Auctions shall promptly notify the Purchaser in writing of any threatened or actual claim or demand and the Purchaser is expected to reasonably cooperate with PANDE Auctions to facilitate the settlement or defense thereof. The Purchaser shall have sole control of the defense or settlement of any claim or demand, provided that PANDE Auctions, at its option and expense, may participate and appear on an equal footing with the Purchaser. The Purchaser shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.
6.4. Release: In the event that the Purchaser has a dispute with one or more users of PANDE Auctions Site, the Purchaser shall release PANDE Auctions (and its officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
7.1. This Agreement shall be governed by, interpreted and enforced according to the laws of the Dubai International Financial Centre in the Emirate of Dubai, United Arab Emirates. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the DIAC Arbitration Rules (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be the Dubai International Arbitration Centre in Dubai, United Arab Emirates. The language to be used in the arbitral proceedings shall be English. The decision of the arbitrator shall be final and binding upon the parties and enforceable in any court of competent jurisdiction.
7.2. Limitation Period: The Purchaser agrees that any claim arising out of or related to this Terms must be commenced within six (6) months from the date of the closing of the Live Auction Event. otherwise, such claim is permanently barred.
8.1. Without limiting any other remedies, PANDE Auctions shall have the right to suspend or terminate the Purchaser’s access to the Site at any time, without notice, in PANDE Auctions sole discretion for any reason, including, without limitation, if PANDE Auctions (a) determines that the Purchaser has violated this Terms (for example, violation of the prohibition on shill bidding), or (b) is unable to verify the bidder’s information. If the Purchaser becomes dissatisfied with the Site, in any way, the only recourse available to the Purchaser is to immediately discontinue use of the Site.
9.1. PANDE Auctions reserves the right to make changes to any services and policies provided in the Site including these Terms at any time. The Purchaser will be subject to the Terms in force at the time that it uses the Site. If any of these Terms invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining terms or condition.
10.1. As applicable, all Product is subject to U.S., UAE, and other foreign export control laws and regulations, including but not limited to, the Export Administration Regulations ("EAR"),15 C.F.R. Parts 730-774 maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of Treasury Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120-130, maintained by the U.S. Department of State. PANDE Auctions will not allow participation from by any buyer nor allow sales or shipments in violation of U.S. export and re-export control laws and regulations, including EAR, OFAC, and ITAR. The Purchaser represents that it is not restricted from purchasing Product by any such requirements and that the Purchaser shall not take any actions in violation of these laws and regulations or, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Product to any destination, entity, or person as prohibited by these laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. The Purchaser’s purchased Product may not be eligible for export to its intended destination, or from the country where the Product is located to any destination, without prior authorization (e.g., export license) from the applicable government. The Purchaser accepts and expressly assumes full responsibility for determining licensing requirements and obtaining license authority for the export or import of all Product it purchases. Diversion of the Purchaser’s purchased Product contrary to applicable law is prohibited. In the event that Purchaser is a reseller, Purchaser shall in no event, directly or through any intermediary, sell or supply any Product to customers or into countries if to do so that would, directly or indirectly, violate any legal requirement. If Purchaser acts in a manner that is contrary to any of the foregoing PANDE Auctions and its sellers do not assume any liability and Purchaser cannot claim any indemnity, reimbursement or compensation of any kind arising out of or in connection with such activity.
11.1. The Terms binds the Purchaser and PANDE Auctions in respect of Product the Purchaser bids on and/or purchase on the Site and it supersedes all previous communications, representations, understandings and Terms, either oral or written. If any provision of this Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Terms shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Terms. The Purchaser may not assign or transfer this Terms or the Purchaser’s obligations hereunder in whole or in part, whether by operation of law or otherwise, without PANDE Auctions prior written consent. In the event of a permitted transfer, this Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for PANDE Auctions to assign this Terms, the Purchaser hereby appoints the officers of PANDE Auctions as the Purchaser’s attorney to execute all documents necessary to effect such novation. All provisions in this Terms regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Terms. Any delay in the performance of any duties or obligations of either the Purchaser or PANDE Auctions will not be considered a breach of this Terms if such delay is caused by a labour dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives is of the Effective Date, and each represents and warrants to the other that it has validly entered into this Agreement and has the legal power to do so.