STANDARD TERMS AND CONDITIONS OF SALE
These Standard Terms and Conditions of Sale (“Terms”) apply to all offers, Proforma Invoices, Sales Contracts and deliveries of goods made by AOiN.com INTERNATIONAL CHEMICAL TRADING L.L.C (“AOiN.com”, “Seller”) to any business customer (“Client”), unless otherwise agreed in a written contract signed by both parties.
By placing an order or accepting delivery, the Client is deemed to have accepted these Terms.
PRECEDENCE AND CLIENT’S TERMS
1.1. These Terms form an integral part of all offers and contracts between Seller and Client.
1.2. Client explicitly waives the application of its own standard terms and conditions, even if they are referred to on Client’s documents. Any deviation from these Terms is only valid if expressly agreed in writing by Seller.
1.3. In the event of any inconsistency between (i) a signed Sales Contract, (ii) a Proforma Invoice (PI) / written order confirmation, and (iii) these Terms, the documents shall prevail in that order.
OFFERS, PRICES AND INCOTERMS
2.1. All offers and PIs issued by Seller are addressed to professional buyers only and are valid for the period indicated on the document or, failing that, for thirty (30) days from the date of issue, unless withdrawn earlier.
2.2. Prices are quoted in the currency stated on the PI or Sales Contract and are based on the agreed Incoterms® 2020 (such as FOB, CFR, CIF, etc.), port of loading and destination.
2.3. Unless expressly stated otherwise, prices exclude all import duties, taxes, customs charges, local handling charges, demurrage, storage fees and other costs arising in the country of destination, which remain the sole responsibility of the Client.
ORDERS, MINIMUM QUANTITIES AND CONTAINER MIX
3.1. Orders are only binding for Seller once confirmed in writing by a PI or Sales Contract.
3.2. Unless otherwise agreed, minimum order quantities are based on at least one (1) 20GP container. Mixed containers and the number of SKUs per container are subject to Seller’s confirmation in the PI.
3.3. Client is responsible for providing complete and accurate information regarding products, packaging, artwork approval and labelling for each order.
PAYMENT TERMS
4.1. Payment terms and currency are those specified in the PI or Sales Contract. Unless otherwise agreed in writing, the default payment term is:
(a) thirty percent (30%) deposit upon order confirmation; and
(b) seventy percent (70%) balance payable before shipment or against copy Bill of Lading, as indicated in the PI.
4.2. All invoices are payable to the bank account specified by Seller, free of any deduction, set-off or bank charges.
4.3. In case of late payment of any amount due, Seller reserves the right, without prior notice:
(a) to charge late payment interest of 1% per month (or the maximum rate permitted by applicable law, if lower) on the outstanding amount, calculated from the due date until full payment; and/or
(b) to suspend production, shipment or any further performance until full payment is received; and/or
(c) to treat the contract as cancelled and dispose of the goods at Client’s risk and cost.
4.4. In the event that payment remains outstanding more than sixty (60) days after the due date, Seller may appoint a debt recovery company or legal representative. All reasonable collection and legal costs shall be payable by Client.
4.5. Title to the goods shall remain with Seller until the full contract price and all related charges have been received by Seller in cleared funds.
WITHHOLDING TAX AND OTHER DEDUCTIONS
5.1. Certain countries apply withholding tax or similar deductions on invoice amounts. Any such taxes or withholdings are the sole responsibility of Client and shall be paid directly by Client to the relevant tax authorities.
5.2. Under no circumstances shall Seller be obliged to bear or reimburse such taxes or deductions. The full invoice amount, as stated in the PI or invoice, remains payable to Seller without set-off or deduction.
DELIVERY, RISK AND FORCE MAJEURE
6.1. Delivery, risk transfer and allocation of costs are governed by the Incoterm specified in the PI or Sales Contract (Incoterms® 2020).
6.2. Any dates given for production, shipment or arrival are estimates only and are not guaranteed. Seller will use reasonable efforts to meet agreed schedules but shall not be liable for delays caused by events beyond its reasonable control, including but not limited to: port congestion, shipping line issues, shortage of containers, strikes, lockouts, governmental actions, epidemics, natural disasters or other force majeure events.
6.3. In case of force majeure, the performance of the affected obligations shall be suspended for the duration of the event. If such event continues for more than ninety (90) days, either party may terminate the affected order without liability, except for obligations already performed.
INSPECTION, CLAIMS AND QUALITY
7.1. Client shall inspect the goods as soon as reasonably possible upon arrival at the place of delivery.
7.2. Any visible damage, shortage or non-conformity must be notified to Seller in writing without undue delay and no later than eight (8) days after delivery, with supporting photos, documents and details of the batch numbers concerned.
7.3. Claims relating to hidden defects or quality issues that were not apparent upon arrival must be notified to Seller as soon as reasonably possible after discovery, and in any event within the product’s shelf life and before resale or further processing.
7.4. No goods may be returned without Seller’s prior written authorisation. If a return is approved, Seller will inform Client in writing of the conditions, including transport arrangements and allocation of costs.
7.5. Seller works with AOGRAND GROUP manufacturing entities and endeavours to supply goods that comply with the agreed specifications. Documentation such as MSDS/SDS, Technical Data Sheets (TDS), Certificates of Analysis (COA) or third-party test reports may be provided for certain products, where available.
WARRANTY AND LIMITATION OF LIABILITY
8.1. Seller’s warranty is strictly limited to conformity with the specifications agreed in the PI or Sales Contract at the time of delivery.
8.2. If goods are proven to be non-conforming and a claim is made in accordance with Clause 7, Seller may, at its sole discretion, either:
(a) replace the non-conforming goods; or
(b) issue a credit note not exceeding the invoiced value of the affected goods.
8.3. The above remedies are exclusive. To the maximum extent permitted by law, Seller shall not be liable for:
(a) loss of profit, loss of sales, loss of market or other indirect or consequential damages;
(b) losses resulting from improper storage, handling or use of the goods by Client or its customers;
(c) non-compliance with local regulations, labelling or registration requirements in the country of destination.
8.4. In all cases, Seller’s total aggregate liability arising out of or in connection with any order shall not exceed the net invoiced value of the specific goods giving rise to the claim.
BRANDS, INTELLECTUAL PROPERTY AND MARKETING MATERIALS
9.1. Trademarks, brand names, packaging designs and marketing materials provided by Seller (including but not limited to CLEACE, JOBY, ARROW, BUBU BEAR, MYSTIC ORCHARD, and other AOGRAND GROUP brands) remain the exclusive property of their respective owners.
9.2. Client is authorised to use such brands and materials solely for the promotion and sale of genuine products purchased from Seller within the authorised territory, in accordance with Seller’s brand guidelines.
9.3. Client shall not register or attempt to register any trade mark, company name, domain name or social media account that is identical or confusingly similar to Seller’s or AOGRAND GROUP’s brands without prior written consent.
COMPLIANCE AND ANTI-CORRUPTION
10.1. Client undertakes to comply with all applicable laws and regulations in the country of import, including those relating to product registration, labelling, safety and consumer protection.
10.2. Both parties shall comply with applicable anti-corruption, anti-money-laundering, trade sanctions and export control laws. Client shall not resell the goods to any person or destination subject to economic sanctions in violation of such laws.
GOVERNING LAW AND DISPUTE RESOLUTION
11.1. These Terms and all contracts between Seller and Client shall be governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to its conflict-of-laws rules.
11.2. Any dispute, controversy or claim arising out of or in connection with these Terms or any contract shall, in the first instance, be settled amicably between the parties.
11.3. If no amicable solution is reached within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates, without prejudice to Seller’s right to initiate proceedings before any other competent court to recover outstanding payments.
MISCELLANEOUS
12.1. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.2. Failure or delay by Seller in exercising any right under these Terms shall not constitute a waiver of that right.
12.3. Seller may update these Terms from time to time. The version in force at the time of the PI or Sales Contract shall apply to the relevant transaction.
Note: These Terms are intended for business-to-business transactions only and do not apply to sales to individual consumers.