Redington Gulf FZE (together with its subsidiaries) (hereinafter referred to collectively/individually as “Seller”) is committed to conducting its operations professionally and ethically. Therefore, all business partners, not restricted to resellers/customers, suppliers, and service providers (hereinafter referred to as Business Partners) are expected to adhere to the highest standard of professional, moral, and ethical conduct, respect all applicable laws, and not engage in any form of unethical business practices. We expect all our Business Partners to conduct business in a manner that would not in any way compromise Redington’s values.

General

These Terms & Conditions are integral to any commercial transaction undertaken with Redington. Any variation to the Terms and Conditions concerning commercial terms/arrangement including any special terms and conditions agreed between the parties shall not be valid unless agreed in writing by the Seller.

Purchase Orders

1. Reseller / Partner shall place Purchase Order in written or electronic form (Fax or e-mail). Such purchase order shall describe the Products ordered, the quantities requested, delivery dates requested, Prices, Shipping instructions, and other information as may be reasonably appropriate or necessary for fulfilling the order. Every PO to contain the PO date, name of the correct Redington entity, Payment Terms, Delivery Terms, Partner Stamp, and Signatures of authorized purchasing representatives.

2. In case of partial deliveries are to be allowed, the PO should explicitly mention the same. Any PO not mentioning anything related to partial deliveries will be deemed to not allow partial deliveries. Partial deliveries would also require the partner to make payments as per the due dates mentioned on invoices raised against these partial deliveries.

3. Redington will invoice the partner entity based on the entity mentioned in the PO. Payments against those invoices will only be accepted from the same entity from which the PO is received and to which Redington has invoiced.

4. If there are any special shipping requirements, including but not limited to pallet material, pallet size, special label on the carton, or alteration in shipping address, then the Reseller / Partner shall specify clearly before executing the order.

5. Confirmed Purchase Order: Upon receiving a Purchase Order from the Reseller / Partner, Redington will issue a Proforma Invoice (P/I) to the Reseller / Partners to confirm the delivery and commercial terms.

Delivery Terms

1. Unless otherwise stated in PI/invoice standard INCO terms for delivery shall be ex-works and risk of goods shall be transferred on this basis.

2. All warranty and “dead on arrival” claims for any material delivered to the partner or its order by Redington are to be raised directly with the respective OEMs. Redington does not accept any claims for any warranty services/repairs/replacements and the partner has to liaise on such claims directly with the OEMs. Warranties and Dead on Arrival claims are subject to the terms and conditions of respective OEMs. Redington is not obliged to honor any claims and is not liable for any financial claim by partners on this account. Further, any claim by the partner with respective OEMs for warranties and/or Dead on Arrival will not affect any payments to Redington.

3. Partner to thoroughly check for material part numbers, respective quantities, and physical box damage at the time of delivery and reject delivery of any damaged boxes at the time of delivery. Redington reserves the right to entertain or not any claim on account of short shipment in quantities or wrong part numbers delivered or any physical damage once the material is successfully delivered. Any loss incurred due to this account post successful delivery is on account of the partner and Redington is entitled to receive full payments for the same as per invoice due dates.

4. Any item in the PO that relates to a service/training that is to be provided by the OEM is the sole responsibility of the respective OEM. Redington’s role for such services/training is limited to procuring the same from the respective OEM as a part number and invoicing the same part number to the partner without any obligation on Redington for services being rendered by the respective OEM. Not rendering of services promptly by any OEM will not entitle partners to hold any payments of Redington. Irrespective of whether delivery of such services by the OEM or not, the partner is to make the payments to Redington on the due date of the said invoice raised against such POs.

5. Redington will intimate the partner about its readiness to deliver the material against a particular PO once the material arrives in Redington’s warehouses. Partner to make the necessary arrangements to accept the delivery of the said material within 3 working days of such an intimation irrespective of site readiness or any other matter affecting such a delivery. Any delays from the partner or partner’s end customer on account of, but not limited to, contractual delays, Purchase Order delays, delivery holds, payment-related delays, site readiness, resource shortages, power-related delays, signing authority delays, etc. will not have any effect on partner accepting the material delivery and payments against invoices raised against the said POs have to be made on the due dates as per the invoices.

Acceptance of Delivery

Upon delivery, the Business partner or his authorized representative/agent shall sign a proof of delivery confirming receipt of products. Such a document shall be conclusive evidence of delivery of Products/Services to the Business Partner and the Seller shall be deemed to have fulfilled its obligations and Seller shall not be responsible for any claims whatsoever.

Price and Payment terms

1. Prices shall be agreed on Proforma Invoice/Purchase order and shall not be subject to any variance unless expressly agreed in writing

2. Prices quoted/charged are exclusive of Value Added Taxes (VAT). VAT at applicable rates would be charged in addition to the agreed prices

3. Unless and otherwise agreed in writing, our invoices fall due for payments 30 days from the date of invoice

4. Reseller / Partner is not entitled to deduct or set off any amounts from any payment unless expressly agreed to by the issuance of a credit note issued by Redington. Such credit notes would also be subject to VAT, wherever applicable

5. Seller may suspend future deliveries until payment is received in full for due invoices. In case of delayed payment, Seller reserves the right to charge a late payment penalty computed at a rate which is the prevailing country inter-bank offer rate plus 2.5%

6. Any additional cost implication arising from a change in local tax structure will lead to an increase in prices to that effect and this will be borne by the customer

7. Credit limits, if any issued to partners are as per Redington’s Credit sanction limits to partners based on their financial reports, payment history, and track record. The final sanctioning of credit limits is at the discretion of Redington’s Credit Department

8. When payment terms are against PDCs, the PDCs to be handed over to the Redington credit department before invoicing and delivery

9. Mode of payment (LC or PDC) once agreed upon is not open to any changes once invoiced. Any changes to the mode of payment have to be discussed and agreed in advance before any deliveries against a PO are made and respective changes are to be incorporated in the PO

Privacy

Seller shall comply with all applicable privacy laws and regulations wherever it is operated. Business partners shall consent to the collection of commercial data for the limited purpose of sharing with the manufacturer for normal conduct of business. Business partners should review Redington's privacy policy on our website at www.redingtongroup.com and www.b2b.redingtonmea.com.

Compliance with Export Controls and Sanctions

Definitions

Export Controls regulate the shipment or transfer, by whatever means, of controlled items, software, technology, or services out of the U.S. (termed an “Export”). 

Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and all other laws, rules, and regulations of any jurisdiction applicable concerning or relating to bribery, money laundering, or corruption.

Restricted Party means the consolidated list of prohibited or restricted individuals, companies, and entities listed by the Departments of Commerce, State, and the Treasury. 

Restricted Country means countries that are restricted from exporting certain products by using the blocking of assets and trade restrictions to accomplish foreign policy and national security goals. For a list of current sanctioned countries go to http://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx

You acknowledge and understand that Seller and/or any of its affiliated or subsidiary companies may provide you with products, including hardware, software, and/or technology that may be subject to United States and other government export control regulations and restrictions.

Accordingly, you hereby agree 

• That you will not transfer, export, or re-export, directly or indirectly, any Products acquired from Seller to Cuba, Iran, North Korea, Sudan, and/or Syria, Crimea region or any nationals thereof, or to any other country subject to restriction under applicable laws and regulations, and that we are not located in, under control of, or a national or resident of any such country; if you are engaged in shipping Seller supplied products to such locations, you acknowledge that you could be subject to and responsible for U.S /EU export licensing requirements;
• That you will not use the Products in any activity related to the development, production, use, or maintenance of ‘Weapons of Mass Destruction,” including without limitation, uses related to nuclear, missile, and/or chemical/biological development and that you will not transfer, export, or re-export, directly or indirectly to any party engaged in any such activity; if you are engaged in such activities, you acknowledge that you could be subject to and responsible for U.S /EU licensing requirements;
• That you will not transfer, export, or re-export directly or indirectly to any party listed any prohibited from receiving Products by the U.S. Government or prohibited by applicable law and that you are not on, or under the control of anybody on, any such list;
• That you will comply with all applicable regulations and restrictions whenever you transfer, export, or re-export Products obtained from Seller;
• That you shall comply with all applicable anti-corruption and bribery laws of the country in which you operate including the US Foreign Corrupt Practices Act and UK Bribery Act. These regulations advocate for Zero tolerance on a form involving bribery and corruption either directly or indirectly and prohibit offering or receiving gifts in any way involved in influencing the decision of the receiver or trying to seek business advantage.
• That you shall intimate/notify us in case of any non-compliance or breach of these representations. In case of any such breach, Redington shall have the right to terminate any transactions or engagement on an immediate basis without any liability.
• That you shall comply with the applicable privacy laws of the country in which you operate. 

Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, shortages or concerning any Internal Trade Controls. The seller shall have the right to terminate the transaction on an immediate basis without any liability in case of such restrictions concerning trade controls.

Warranty

Any warranty for the products/goods distributed or sold by the Seller shall only be as per the Vendor’s (brand owners) policy.

Limitation of Liability

Notwithstanding anything to the contrary, to the maximum extent allowed by applicable law, in no event shall Seller be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to, loss of use, revenue, or profit or in case of any trade control restrictions imposed even if Seller knows the possibility of such damages.

Governing Law and Jurisdiction

The parties agree to submit to the exclusive jurisdiction of DIFC, Dubai in case of the contracting entities being incorporated in UAE.

In all other cases, the jurisdiction shall be as per the competent jurisdiction of the country wherein Redington or its affiliates have their offices.

Confidentiality

All non-public, confidential, of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. This does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

Binding

These terms & conditions are binding on all Business Partners for all transactions. Redington reserves its right to amend the said terms and conditions at its discretion and the partners are requested to refer to the updated terms and conditions as available on www.redingtongroup.com and www.b2b.redingtonmea.com .