STANDARD TERMS AND CONDITIONS OF SALE (T&C)
Scope and Precedence
These Standard Terms and Conditions of Sale ("Terms") govern all quotations, orders, and contracts between AIR GASES COMPANY ("the Company") and the Client. The Client expressly waives its own general terms and conditions, whether issued before or after these Terms, and acknowledges that these Terms shall prevail. No derogation, amendment, or waiver shall be valid unless expressly agreed in advance in writing and signed by an authorized representative of the Company.
- Prices and Payment
Unless otherwise stated on the invoice or order, all invoices are payable in cash at the same date of the invoice. Payment shall be made in full, in the currency stated on the invoice, without any deduction, set-off, discount, or counterclaim. Debt Recovery
Where any sum remains outstanding more than Thirty (30) days after its due date, the Company reserves the right to engage a debt-recovery agency and to pursue all available legal remedies. All costs, fees, and expenses reasonably incurred in recovering overdue amounts, including collection agency fees and legal costs, shall be borne solely by the Client.
Taxes and Withholding
All amounts payable to the Company are exclusive of any taxes, duties, levies, or withholdings imposed under the laws of any jurisdiction. Where any withholding or deduction at source is required by the internal legislation of the Client's country, such amount shall be borne and paid by the Client to the relevant tax authority, and the sum payable to the Company shall be grossed up so that the Company receives the full invoiced amount free and clear of any such deduction. Under no circumstances shall the Company bear any cost, liability, or obligation arising from the tax or regulatory legislation of the Client's country.
- Nature of Obligations and Liability
The Company undertakes to use its reasonable endeavors to supply its goods and services competently and within the agreed timeframes. All such undertakings constitute obligations of means and not obligations to achieve a specified result; timeframes are estimates given in good faith and are not of the essence. - Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations arising from causes beyond its reasonable control, including but not limited to acts of God, war, civil unrest, government action, supply shortages, transport disruption, or failure of utilities. - Claims and Notices
To be admissible, any claim relating to the goods or services must be notified to the Company in writing by registered mail (recorded delivery) to its registered office within seven (7) days of delivery of the goods or performance of the services. Failure to notify within this period shall constitute unconditional acceptance and waiver of any claim. - Retention of Title
Title to the goods shall not pass to the Client until the Company has received payment in full of all sums due. Risk in the goods shall pass to the Client upon delivery. - Governing Law and Jurisdiction
These Terms and all contractual relations between the parties shall be governed by and construed exclusively in accordance with the laws of the Kingdom of Saudi Arabia. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia.
In the event of non-payment by the due date, and without prejudice to any other right or remedy available to it, the Company reserves the right to:
1) suspend or withhold any further supply of goods or services, in whole or in part, without prior notice and without incurring any liability.
2) declare all other outstanding amounts immediately due and payable.
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, or special loss, including loss of profit, revenue, production, or business opportunity. The Company's aggregate liability under any order shall not exceed 10% of the value of the goods or services giving rise to the claim. The Company shall not be required to join or appear as a third party in any claim for damages brought against the Client by an end consumer or any other party, and the Client shall indemnify and hold the Company harmless against any such claim arising from the Client's use, resale, or handling of the goods.