1. Definitions

The following words shall have the below mentioned meanings:-
“CMT Group” means CMT Group of Companies.
“Buyer” means the organization or person who buys any goods/products from CMT Group
“Product/Goods” means the materials to be supplied to the Buyer by CMT Group
“Quotation” means the price list sent by CMT Group to the Buyer, along with these Standard Terms and Conditions of Sale & Warranty “Invoice” means the invoice for the Product/Goods along with the payment terms as mentioned for the payment of the order “PO” means Purchase Order(s).

2. General

These Standard Terms and Conditions of Sale & Warranty shall be applicable to all Quotation(s) made, and PO(s) accepted by CMT Group of Companies. (“CMT Group”). In the event these standard terms and conditions of sales, conflict with the terms and conditions affixed to purchase orders or other procurement documents issued by Buyer. In such case, the terms and conditions contained herein shall prevail.

CMT Group’s acceptance of any purchase order of Buyer is strictly conditioned upon Buyer’s acceptance of these Standard Terms and Conditions of Sale and Warranty Conditions. In the absence of an express written or electronic acknowledgement or acceptance hereof, the Buyer shall be conclusively and irrevocably deemed to have accepted these Standard Terms and Conditions of Sale & Warranty upon any of the following by Buyer, its agents or representatives: transmission to CMT Group, its agents or representatives of any order for CMT Group Goods/Products or services, or acceptance of or payment for any Goods/Product or service covered hereby. CMT Group’s failure to object to any provision contained in any communication from Buyer shall not be deemed a waiver of any provisions hereof. Any changes in the terms and conditions of sales, or in any document or agreement referred to herein, must be specifically agreed to in a writing signed by an authorized officer of CMT Group, before it is binding on either party. No order will be binding upon CMT Group unless and until accepted in writing on CMT Group’s behalf by an authorized official of CMT Group at its Office at Doha, Qatar. CMT Group may accept or reject any order at CMT Group’s sole discretion.

Any Quotation provided by CMT Group will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 45 days. Advertised prices are in the currency indicated by CMT Group, if no currency is indicated default currency is Qatari Riyals and exclude shipping, handling and taxes, unless otherwise noted. Pricing is subject to change without notice. Goods/Product availability may be limited. Goods/Product(s) may not be available for immediate delivery. For all prices, Products and offers, CMT Group reserves the right without liability or prior notice to Buyer, to make adjustments due to changing market conditions, Product discontinuation, manufacturing price changes, errors in communications and other circumstances, and may modify or substitute Goods/Products and components of similar functionality and specifications prior to shipping / delivery.

3. Contract

• No contract shall exist until and unless the order placed by the Buyer has been accepted in writing and or through email communication by CMT Group.
• CMT Groupand Buyer expressly agree that CMT Group may modify these Standard Terms and Conditions of Sale & Warranty Conditions from time to time, and such modifications shall be binding upon Buyer.

4. Payment and Pricing

All payments shall be made by the Buyer as per the terms and conditions as mentioned in the Invoice and or Quotation raised towards the Buyer. In the event of cash purchase transaction, as agreed by CMT Group under its discretion, the Buyer shall arrange for payment at the time of delivery of the Goods/Products or collection of the same by the Buyer.

The Payment may be made in the form of down payment under the sole discretion of CMT Group, as stipulated under the Invoice and or Quotation.

Late payments shall accrue interest at the rate of Two percent (2%) per month from the date of intimation to the Buyer of the readiness of the Goods/Products, on a pro rata basis, or from the due date of payment as specified under the Invoice/Quotation raised towards the Buyer under the sole discretion of CMT Group, on a pro rata basis, or the highest interest rate allowable by applicable law, whichever is higher. Buyer shall pay all of CMT Group’s costs and expenses (including reasonable collection charges and full attorney’s fees) to enforce and preserve CMT Group’s right to collect all amounts payable by Buyer to CMT Group. In addition, in the event that Buyer becomes delinquent in the payment of any sum due to CMT Group, CMT Group shall have the right to suspend performance under any order until such delinquency is corrected. Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. In the event of any default by Buyer, CMT Group may decline to make further shipments without in any way affecting its rights under such order or any other orders or agreements between CMT Group and Buyer. The Buyer shall be responsible and assumes all risk for unloading the Goods/Products at the point of delivery. Further the Buyer shall be responsible and assumes all risk for the loading of the Goods/Products when the same is ready for collection by the Buyer.

5. Credit Limit

CMT Group may at its sole discretion assign a credit limit to the Buyer’s account for the purchase of the Goods/Products and the Buyer may avail the benefit of such assigned limit, until such time the assigned credit limit has not been revoked/revised under prior written notice of 7 days by CMT Group. On revocation of the assigned credit limit all amounts due and owning by the Buyer to CMT Group shall be payable, within a period of 10 days of receipt of notice of revocation. The Buyer expressly agrees that it shall not exceed the credit limit assigned, however in the event the assigned credit limit is exceeded by the Buyer, CMT Group shall at its sole discretion hold delivery/collection of any future/existing Goods/Products until such time the outstanding amounts due in excess of the credit limit are brought below the Buyers assigned credit limit.

6. Manufacture

All Goods/Products are manufactured post the design(s) and specification(s) approval by the Buyer and therefore any change in specification, designs and or any other changes shall not be accepted unless approved in writing by CMT Group. The Buyer expressly agrees that any change/ modification of the Goods/Products requested by the Buyer, which are agreed to by CMT Group, shall be subject to additional costs and expenses which shall be solely attributed to the Buyer. Notwithstanding anything contained in this clause 6, once the Goods/Products are in the stage of manufacturing, and CMT Group and the Buyer are not in mutual agreement to the expenses for modification of the Goods/Product, then in such case, the Buyer shall always remain liable to pay for the complete cost of the original order made by the Buyer which was agreed for, without any modification.

7. Delivery

Shipment of goods will be made FOB CMT Group’s facility (Ex Works for international shipments) per the agreed terms and conditions, unless otherwise confirmed by CMT Group in writing.

Delivery dates are approximate and is based, among other things, on the timely receipt of the PO, down payments (if applicable), full and final technical information along with approval of the engineering drawings from the Buyer. In no event shall CMT Group be liable for any claims for labor or for any special, indirect, incidental, punitive or consequent damages including, but not limited to, demurrage charges, downtime, lost profits, lost sales, or any other damages resulting from delay in delivery. Acceptance of Goods/Products by Buyer shall constitute a waiver by Buyer of any claim for damages on account of delivery delay. Unless otherwise agreed in writing, delivery of the Goods shall take place at the date specified by CMT Group on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements to take delivery of the Goods/Products whenever they are tendered for delivery, and further the Buyer expressly agrees that in no event shall the delay in delivery of the Goods/Product result in termination of the PO.

If CMT Group is unable to deliver the Goods/Products (including non -collection of Goods/Product by Buyer) because of actions or circumstances under the control of the Buyer, then CMT Group shall be entitled to place the Goods/Products in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. Once the Goods/Products have been placed into storage as aforementioned then CMT Group may at its sole discretion, invoice the client for the entire value of the finished Goods/Products placed in storage. In any force majeure event, applicable on CMT Group in regards to manufacture and or delivery of the Goods/Products, CMT Group shall notify the Buyer prior to the delivery date agreed, however any such delay shall not in any event render the order made for the specific Goods/Products cancelled. CMT Group shall not be liable for damage to any movable part of the Goods/Products, which are caused during transit to the Buyer’s location.

10. Collection, Storage and Repackaging Costs

The Buyer expressly agrees to take delivery/ collect the Goods/Products at the intimation of the CMT Group within a period of 45 days from the date of Manufacture, thereafter the Buyer shall be liable for extra cost for storage and handling of the Goods/Products and the cost for such storage shall be calculated on a daily basis, for each day the Goods/Products remain in storage. Further any ancillary costs, which include but are not limited to r e-packaging costs, shall be borne by the Buyer. The Buyer expressly agrees that it shall not dispute the rates for storage and repackaging of the Goods/Products, which shall be intimated/notified to the Buyer by CMT Group on a monthly basis, i.e. via email and/or fax and/or registered post. The Buyer understands and agrees to make payment of all outstanding storage costs and ancillary costs, applicable to the Buyer prior to collection of the Goods/Products placed in storage.

11. Inspection

The Buyer expressly agrees to conduct its pre- delivery inspection within a period of seven (15) days of notice by CMT Group to the Buyer of the Goods/Products being ready for such inspection. The Buyer understands and agrees that the failure to inspect the Goods/Products within the aforementioned period of 15 days shall exempt CMT Group of any future claims that the Buyer may have in regards to the Goods/Products supplied.

12. Cancellations

Once the purchase order for the Goods/Products has been accepted by CMT Group then in no event shall the order be cancelled by the Buyer, unless agreed in writing by CMT Group. Any cancellation by the Buyer of an agreed order shall render the Buyer liable to CMT Group for the complete order cost as agreed at the outset of such order.

13. Duration Orders

Orders accepted by CMT Group from the Buyer will be classified as a “Duration Order” upon meeting the following criteria;

• Delivery period of the Goods/Product exceeds a period of Three months from the date of acceptance of the order confirmed by CMT Groupto the Buyer
• Partial fills of the Goods/Product have not been accepted by the Buyer within a period of Three months from the date of acceptance of the order confirmed by CMT Groupto the Buyer, as per the scope of delivery specified in the terms of CMT Group’s quotation relating to the order

14. Indemnity

Buyer agrees to protect, assure and hold CMT Group (and its agents, representatives, employees, officers, related companies, successors and assigns, and customers) harmless from all claims, demands, actions, damages, and liabilities.

15. Passing of Risk and Property

Risk of loss of or damage to the Goods/Products shall pass to Buyer at the time the Goods/Products reach the delivery point agreed to between the parties, unless a different delivery point is specified and agreed to in writing by CMT Group, then in such case the risk of loss or damage shall pass to the Buyer upon delivery of the Goods/Products to the new delivery point. CMT Group shall not be accountable for any loss of any kind to Buyer arising from any damage to the Goods/Products occurring after the risk has passed to Buyer however caused, nor shall any liability or obligation of Buyer to CMT Group be diminished or extinguished by reason of such loss. The right title, interest and ownership of the Goods/Products passes to the Buyer subject to the full payment of the Goods/Products being received by CMT Group.

16. Installation

It is hereby expressly stated that CMT Group is the manufacturer of the Goods/Products and is not the installer of such products and therefore disclaims all liability towards the installation of any Goods/Products. Any claims under warranty, fitness for purpose and or any other head arising out of the installation of the Goods/Products shall not be entertained by CMT Group. However, the forgoing may not be applicable where CMT Group at its sole discretion provides installation services for the Goods/Products at a higher cost as agreed mutually between the parties. In any event CMT Group shall not be liable for repairing of the Goods/Products at the place where such products have been installed by the Buyer or any third party, unless agreed in writing prior to the installation the Goods/Products.

17. Warranty

Warranty from the Date of Manufacture in case the Warranty Period has not herein been stated, then in such event the applicable warranty period shall not exceed the tenure of 1 (one) year from the Date of Manufacture. In case the Tracking Reference No. has not herein been stated, then in such event this document shall not be held valid as a warranty certificate and Buyer disclaims all forms of liability for warranty of the Goods/Products. If during the warranty period, Buyer notifies CMT Group of a defect, CMT Group shall, at its option, repair or replace the defective Goods/Products. Buyer shall bear the cost of freight for the repaired/replaced, to be repaired/ to be replaced Goods/Product to and from CMT Group’s plant/factory and in all events any repair shall be carried out at the CMT Group’s designated premises. Goods/Products that are not warranted are items that are subject to normal wear and tear, such as, but not limited to, [Hinges, Tie Rods, Handle Type Locks and Heavy Duty Locks]. In addition, contact points or wear surfaces or any consumable or perishable items shall not be warranted. If materials have been added to the goods or if any part has been modified by Buyer without the consent or knowledge of CMT Group or if the Goods/Products designed purpose is changed during the warranty period, or if the Goods/ Products have been misused or negligently operated or maintained by Buyer or if goods have been damaged by a process that would cause an adverse reaction, then this warranty is void, and CMT Group is released from all liability and responsibility under these terms of sale. The Buyer expressly disclaims any and all forms of liability towards the fitments which may include, but are not limited to the following i.e. [Bolts, Nuts, Washers, Silicone Sealing, Galvanizing and Chroming] added to the Goods/Products sourced from third parties, in compliance to the requirement of the Buyer. For the Buyer to make a claim for warranty of the Goods/Products it shall comply with the following:

• Written notice from the Buyer within a period of 20 days from the discovery of the alleged defect by the Buyer during the applicable warranty period of the Goods/Products.
• CMT Groupshall at its own cost inspect the goods and give its finding thereof to the Buyer, and the Buyer shall discontinue the use of the Goods/Products in question immediately upon discovering any defect
• Proof of defect by independent third party expert having experience in the Goods/Products, at the cost of the Buyer in the event of disagreement by the Buyer of CMT Group’s findings on the Goods/ Products
• Under no Circumstances shall CMT Group be liable for breakdowns, loss of profits and other indirect/remote losses

CMT Group’s liability to Buyer shall cease once any modifications, assembly or any other work has been undertaken by Buyer or any third party with respect to the Goods/ Products sold. The sale Goods/Products is expressly limited to the terms and conditions stated herein. Any different or additional terms contained in any of Buyer’s forms are hereby deemed to be a material alteration and notice of objection to them is hereby given.

The Buyer understands, agrees and acknowledges that the service period as may be mentioned by CMT Group, does not and shall not constitute/ or be considered to be the warranty period but is rather an estimate as to the life of the Goods/product, which shall in no event be confused with the repair period under warranty.

Buyer agrees to accept the limits of liability as expressed in this statement to the exclusion of any and all provisions regarding statements of liability on Buyer’s own invoices, purchase orders and/or other documents. If Buyer desires other terms of liability to be in force and effect, the other terms of liability must be agreed to in writing and signed by an authorized signatory of CMT Group. In such event, a different charge for CMT Group’s Goods/Products or services, reflecting the higher risk to CMT Group, shall be agreed to by Buyer and CMT Group.

18. Force Majeure

CMT Group shall be under no liability for any delay or failure of the Goods/Products to perform in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by any act or circumstances beyond the CMT Group’s reasonable control, including but not limited to an Act of God, legislation, water/flood, fire, draught, failure of power supply, blackout, strike, embargo, or other action taken by employees in contemplation of furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the agreement.

19. Assignment

The Buyer shall not assign any benefit without the consent in writing of CMT Group, which will not be unreasonably withheld.

20. Governing Law

Any dispute under these Standard Terms and Conditions of Sale & Warranty shall be subject to the applicable Qatari Laws.