1. OFFERS & ORDERS

• All offers and quotations issued by GNEHM International LLC (hereinafter: “Seller”) are non-binding      and subject to change unless expressly confirmed as firm in writing.
• A contract is concluded only upon written order confirmation by the Seller.
• Any general terms and conditions submitted by the Buyer are hereby rejected unless explicitly accepted in writing by the Seller.

2. PRICES & PAYMENT TERMS
• All prices are stated Ex Works (EXW), Dubai, UAE, in accordance with Incoterms® 2020.
• Prices are in EURO (€) and exclude VAT, customs duties, transport, insurance, installation, or training unless otherwise specified.
• Cost, handling and packing fee of € 350,- applies to each hardness tester delivery.
Cost handling and packing fee of € 100,- applies to each order of accessories only.
• Payment terms are as follows:
- 25% advance payment upon confirmation of the order
- 75% prior to shipment
• All payments must be made in EUR by bank transfer, free of banking charges.
• Late payments are subject to 1.5% interest per month, or the maximum rate permitted under UAE law.

3. DELIVERY & TRANSFER OF RISK
• Delivery timelines are indicative and non-binding unless explicitly agreed otherwise in writing.
• Risk passes to the Buyer once the Seller notifies that goods are ready for collection (EXW Dubai).

4. PARTIAL DELIVERIES
• Partial deliveries are permitted and may be invoiced separately, unless the Buyer explicitly
excludes this in their purchase order.
• In the absence of such exclusion, partial shipments do not affect the validity or enforceability of the agreement.

5. RETENTION OF TITLE
• All delivered goods remain the property of the Seller until full payment of the total invoiced
amount has been received.

6. INSPECTION & ACCEPTANCE
• The Buyer must inspect goods immediately upon receipt and report any visible defects or shortages in writing within 7 calendar days.
• If no notice is received within this period, the goods are deemed unconditionally accepted.

7. WARRANTY
• The Seller warrants that all machines and accessories are free from manufacturing defects for
a period of 12 months from the date of delivery.
• Warranty exclusions include:
- Wear and consumable parts
- Damage from misuse, improper installation, or third-party modifications
- Software, unless specifically covered by a separate agreement
• Warranty claims are limited to repair, replacement, or refund, at the Seller’s discretion.

8. LIMITATION OF LIABILITY
• The Seller shall not be liable for any indirect, incidental, or consequential damages,
including but not limited to loss of data, revenue, or production.
• Total liability is limited to the invoice value of the defective product.

9. FORCE MAJEURE
• The Seller is not liable for any delay or failure in performance caused by events beyond its control,
including but not limited to acts of God, pandemics, political unrest, material shortages, or transportation disruptions.

10. EXPORT CONTROL & PROHIBITED USE
• The Buyer shall comply with all applicable UAE, EU, and international export control regulations.
• Sales are strictly prohibited to any person or organization involved in the design, development, or production of weapons of mass destruction (WMD), including nuclear, chemical, biological weapons, and missile systems.
• Buyer certifies that goods will not be used for, or resold to, any such purpose or entity.

11. GOVERNING LAW & JURISDICTION
• These terms are governed by the laws of the United Arab Emirates.
• Any disputes shall be submitted to the exclusive jurisdiction of the courts of Dubai, UAE, unless arbitration
is mutually agreed in writing.

12. GOVERNING LAW & JURISDICTION
• Amendments or deviations must be agreed in writing and signed by both parties.
• If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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