Contracting and equipment supply rules for business buyers

1. Introduction and acceptance

These terms and conditions (“the Terms”) govern your use of the website of Industrial Technologies Co. Ltd. (“the Company” or “the Seller”), and all commercial dealings between the Company and its customers among commercial establishments (“the Customer” or “the Buyer”) in the field of trading, distributing and importing industrial machinery and workshop service equipment within the Kingdom of Saudi Arabia.

• By using the website, submitting a request for quotation, issuing a purchase order, or signing a quotation issued by us, you confirm that you are a duly authorised representative of the establishment on whose behalf you are contracting, and that your establishment accepts these Terms in full.
• These Terms are intended for business-to-business (B2B) dealings with traders and commercial establishments. Consumer protection provisions directed at retail sales to individuals acting as consumers do not apply to them.
• Where these Terms conflict with special terms written and signed by both parties in a quotation or a separate contract, the written special terms prevail.
• We do not accept any general purchase conditions that the Customer includes in its own purchase orders unless we have expressly agreed to them in writing.

2. Definitions

• “The website”: the website intech-ksa.com and all of its pages and forms.
• “The equipment”: the industrial machinery and workshop equipment offered or supplied by us, including — without limitation — paint booths and finishing systems, prep stations, vehicle lifts and lifting equipment, chassis pullers and body repair equipment, AC service stations, and fuel station equipment and workshop tooling.
• “The quotation”: the document issued by the Company setting out the description of the equipment, the prices, and the supply and payment terms.
• “The purchase order”: the document issued by the Customer confirming acceptance of the quotation and requesting supply.
• “The contract”: the commercial agreement between the parties, made up of the accepted quotation, the purchase order and these Terms.

3. Use of the website and its content

3.1 The nature of the information displayed

• The content published on the website (specifications, images, guides, articles) is for general informational and marketing purposes and does not constitute a binding offer to sell. The path to contracting begins with a request for quotation.
• Technical specifications and images may differ from the final product in line with manufacturers’ updates; the binding specifications are those set out in the signed quotation or in the manufacturer reference documents referred to in it.
• We take reasonable care over the accuracy of the content, and we do not warrant that it is free of unintended typographical or technical errors, which carry no contractual liability.

3.2 Intellectual property

All website content (text, designs, logos, images, guides) belongs to the Company or to its licensed manufacturers, and may not be copied, republished or commercially exploited without prior written consent.

3.3 Lawful use

The website may not be used in any manner that breaches the applicable laws, nor may unauthorised access to its systems be attempted, nor harmful or misleading content be submitted through its forms.

4. Requests for quotation, purchase orders and formation of contract

4.1 The pre-contract stage

• Submitting a request for quotation through the website creates no obligation on either party.
• Quotations issued by us are valid for the period stated in them (or, where none is stated, for thirty days from the date of issue), and may be amended or withdrawn before they are accepted in writing.
• Prices quoted are subject to change once the quotation expires, in line with changes in manufacturers’ prices, currency exchange rates or international freight costs.

4.2 Formation of the contract

The contract becomes binding on both parties once all of the following are satisfied:

1. The Customer accepts the quotation in writing (by signing it or by issuing a purchase order matching it).
2. The advance payment due under clause (6) is paid.
3. The Company confirms in writing that it accepts the purchase order and that supply is available.

• If the purchase order includes an amendment to the quotation, it is treated as a counter-offer that does not bind us unless we expressly accept it in writing.
• The Customer confirms that the person who concluded the contract on its behalf was duly authorised to do so, and lack of authority may not be relied on after the contract is formed.

5. Prices and taxes

• Prices stated in quotations are in Saudi riyals unless otherwise specified.
• Prices exclude value added tax unless expressly stated otherwise; the tax is added at the applicable statutory rate on invoicing.
• Unless otherwise agreed in writing, prices do not include: installation and commissioning works; preparatory civil or electrical works at the Customer’s site; inspection or special testing fees; or any charges or requirements arising from the regulatory conditions and safety standards applicable to the Customer’s site. Responsibility for meeting operating requirements and for compliance with workplace regulations at its premises rests with the Customer alone.

6. Payment terms and advance payments (deposit)

6.1 Payment structure

Unless otherwise agreed in writing, the contract value is paid as follows:

• An advance payment (deposit) at the percentage set out in the quotation (typically between 30% and 50% of the contract value), payable on order confirmation, and non-refundable if the Customer cancels the order after it has been approved with the manufacturer.
• The subsequent payment or payments in accordance with the schedule set out in the quotation (on arrival of the shipment, before delivery, or on installation and commissioning, depending on the nature of the equipment).

For imported equipment manufactured or reserved specifically at the Customer’s request (such as paint booths and bespoke chassis pullers), a higher advance payment may be required, as set out in the quotation; the Customer is taken to have accepted it by accepting the quotation.

6.2 Consequences of late payment

• Late payment of any sum due entitles us to halt fulfilment of the order or suspend supply scheduling, with no liability on us for the resulting delay, while the Customer remains liable for the full contract value.
• Overdue amounts attract a late payment charge of 1% per month for the period of delay, without prejudice to our right to terminate the contract for material breach while retaining the advance payment as agreed compensation for the loss we have suffered.
• No equipment is delivered and no installation work begins before all sums due at the delivery stage have been paid in full.

6.3 Retention of title

Title to the equipment remains with the Company and does not pass to the Customer until the full price and all sums due have been paid. Until payment is complete, the Customer authorises the Company to recover unpaid equipment from its site in accordance with the applicable laws, without prejudice to the Company’s right to claim its remaining entitlements.

7. Supply, import and delivery

7.1 The nature of supply

A large proportion of the equipment offered is imported and manufactured or reserved specifically from factories outside the Kingdom at the Customer’s request (such as paint booths, chassis pullers and special lifts). Accordingly:

• The supply periods stated in quotations are best-effort estimates and not a firm undertaking, unless it is expressly stated in writing that they are final and an agreed compensation for delay is specified.
• The supply period begins on the date the conditions for formation of the contract are satisfied (order approval + payment of the advance + receipt of the documents and technical approvals required from the Customer).

7.2 Causes of delay beyond our control

The Company is not considered late and is not liable for any delay or failure to supply arising from causes beyond its reasonable control, including — without limitation:

• Delay by the manufacturer or changes to its production schedules.
• Disruption to international shipping, port congestion, or customs clearance procedures.
• Force majeure (disasters, epidemics, statutory decisions, import or export restrictions).
• Delay by the Customer in providing technical approvals, documents or payments, or in preparing the site.

In these cases the supply period is extended by the duration of the cause, and we undertake to notify the Customer of the expected delay as soon as we become aware of it.

7.3 Delivery and inspection

• Delivery takes place at the location agreed in the quotation, and the risk of damage and loss passes to the Customer from the moment of delivery at the site or delivery to the Customer’s carrier, whichever is earlier.
• The Customer must inspect the equipment immediately on receipt, and any visible observations (breakage, scratches, shortages) must be recorded on the receipt note at the time. The lapse of seven (7) working days from delivery without written observations constitutes conclusive acceptance of the apparent delivery.
• Latent defects are subject to the warranty terms set out in clause (9).

7.4 Preparation of the Customer’s site

Before the delivery or installation date, the Customer must prepare its site (flooring, electrical and mechanical services, ventilation requirements, compliance with the applicable safety standards and regulatory conditions) in accordance with the drawings and technical requirements provided to it. Any delay or damage arising from the site not being ready is the Customer’s sole responsibility, and any additional costs (rescheduling of crews, storage) are charged to its account.

8. Installation, commissioning and training

• Where the contract includes installation and commissioning works, they are carried out strictly within the scope defined in the quotation; any additional works are priced under a separate agreement.
• Final delivery includes initial commissioning testing and basic training for the Customer’s operators to the extent agreed.
• Responsibility for day-to-day operation, for compliance with the manufacturer’s instructions, for routine maintenance, and for continuing compliance with operating requirements and safety standards at the Customer’s premises rests entirely with the Customer from the date of final delivery.

9. Warranty

• The equipment is subject to the original manufacturer’s warranty for the period, on the terms and with the exclusions set out in the reference warranty documents supplied with the equipment or specified in the quotation. That is the sole and exclusive warranty provided.
• The warranty does not cover — without limitation: misuse or operation contrary to the manufacturer’s instructions; negligence; unapproved modification; faults caused by power fluctuation or defective wiring; consumable parts (such as filters, belts and lamps); and damage caused by the works of a third party.
• Our obligations under the warranty are limited to — at our discretion — repairing or replacing the defective part, and do not extend to any compensation for operational or commercial losses.
• A warranty claim requires written notice to us within the warranty period describing the fault, and we may require inspection of the equipment by our technical team before the claim is accepted.

10. Limitation and exclusion of liability

10.1 Exclusion of indirect losses

To the fullest extent permitted by the applicable laws, the Company bears no liability for:

• Lost profits, lost revenue, or the loss of contracts or customers.
• The cost of business interruption or production downtime at the Customer’s premises.
• Any indirect, consequential or incidental loss, however caused, including loss arising from delayed supply, equipment faults or installation errors.

10.2 Liability cap

In all cases, our total contractual liability to the Customer for any claim connected with a particular contract does not exceed the value of the equipment that is the subject of the claim, as actually paid to the Company under that contract.

10.3 Exceptions that are not affected

None of the above affects liability that may not lawfully be excluded by agreement (such as liability for fraud or deliberate gross fault).

10.4 Website content disclaimer

Website content is provided “as is” without any express or implied warranties, and we accept no liability for any purchasing or technical decision taken in reliance on the website content without referring to our technical team or to the manufacturer’s documents.

11. Confidentiality

Each party undertakes to keep confidential the commercial and technical information exchanged during negotiation and performance of the contract (such as special prices and drawings), and not to disclose it to third parties without written consent, for three years from the end of the commercial relationship, unless disclosure is required by law.

12. Personal data processing

Data relating to the Customer’s representatives and to the establishment, collected through the website or in the course of dealings, is subject to the Privacy Policy published on the website, which complies with the Saudi Personal Data Protection Law and is complementary to these Terms.

13. Termination

• Either party may terminate the contract in writing if the other party commits a material breach and fails to remedy it within fifteen (15) days of written notice.
• Where the contract is terminated because of the Customer’s breach, the Company may retain the advance payment and claim from the Customer the manufacturing, reservation or freight costs it has actually incurred.
• Where the contract is terminated because of the Company’s breach, payments made for equipment not supplied are refunded to the Customer, and that is the sole limit of compensation, without prejudice to the exception in clause (10.3).

14. General provisions

• Notices: notices must be in writing and sent to the addresses set out in the quotation or to each party’s designated email address, and take effect from the date of receipt.
• No assignment: neither party may assign the contract or its obligations to a third party without the prior written consent of the other party.
• Severability: the invalidity of any clause does not affect the validity of the remaining clauses.
• Entire agreement: these Terms, together with the quotation and the purchase order, constitute the entire agreement between the parties and supersede any prior oral understanding or agreement.

15. Governing law and dispute resolution

• These Terms and all dealings arising from them are governed by the laws in force in the Kingdom of Saudi Arabia and are construed accordingly.
• The parties will first seek to resolve any dispute amicably within thirty (30) days of written notice of the dispute.
• If an amicable resolution is not possible, exclusive territorial jurisdiction lies with the courts of the city of Riyadh in the Kingdom of Saudi Arabia to determine any dispute arising out of or relating to these Terms.

16. Changes to these Terms

The Company may update these Terms from time to time. The updated version is published on the website together with the date of the update. The version in force at the time each contract is formed applies to that contract, with no retrospective effect on earlier contracts.

17. Contact

For any enquiry about these Terms:

• Email: info@intech-ksa.com
• Address: Industrial Technologies Co. Ltd. — Riyadh, Kingdom of Saudi Arabia
• Website: intech-ksa.com