- "Company" Munasib Sanaye Techizat LLC (MST LLC) or its permitted assigns;
- "Conditions" means these terms and conditions;
- "Contract" means any contract between the Company and the Customer for the sale and purchase of Supplies;
- "Customer" means the person(s) or company whose order for the Supplies is accepted by the Company;
- "Goods" means any goods supplied or to be supplied by the Company to the Customer;
- "Services" means any services supplied or to be supplied by the Company to the Customer;
- "Supplies" means any Goods or Services;
- "in writing" includes electronic communications.
Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply. The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group at any time.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions. If there is any conflict between the provisions of the order and these Conditions these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorized in writing by a director of the Company
All goods are sold subject to the prices and any relevant discounts ruling at the time of delivery. Our prices, discount rates and Conditions of Sale may be altered at any time and customers will be notified about changes
All discounts and prices are calculated upon a "whole order" or "majority of the order" basis. If, when placing your order you select only certain items or reduced quantities are specified, we must reserve the right to review the discounts and prices at which such orders are accepted.
Prices for Supplies are usually in Azerbaijani manat (AZN), US Dollars (USD), EURO and UK Pound Sterling (GBP) exclusive of VAT, which will be added at the time of invoice. Where the Company agrees to trade in other currency, it will specify an exchange rate for each order. The Company has used all reasonable endeavors to ensure that prices for Supplies are accurately set out in the quotation but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in installments ('Scheduled Delivery') the price payable for them will be that applicable at the time of dispatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 30 days or more, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.
Payment in full without retention or set-off shall be due not later than the end of the month following that in which the goods were delivered, or on earlier demand. If you do not comply punctually with these terms of payment we reserve the right to charge you interest on any amount overdue at the rate of 2% over the AG BANK base rate current for the time being, and without notice suspend further deliveries until all arrears (including interest) have been paid and, at our option, to rescind any subsisting contract with you as to all or any parts of future deliveries but without prejudice to any rights already accrued to us under such contracts. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred.
The Company reserves the right to decline to trade with any company or person. To avoid duplication, written confirmation of telephone orders must be clearly marked 'Quotation'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. The minimum order value for non-account customers is USD 50 (fifty). Once accepted, no order may be cancelled without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in catalogue or non stock items may not be cancelled. Orders for Goods are usually accepted by the Company by dispatching the Goods provided, however, that dispatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
Delivery - unless otherwise specified, the price quoted includes delivery to any premises specified by you within our van delivery area. We reserve the right to choose the method of transport, to charge for deliveries outside our van delivery area and to charge you with all manufacturers` carriage charges for special items.
Delivery Times - Any times quoted for delivery are to date from receipt by us of your written order and all necessary information to enable us to put the work in hand.
Delay in Delivery - the Company reserves the right to delay dispatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment has been received in cleared funds in full. Where dispatch is delayed for such reasons, the Company will use reasonable endeavors to inform the Customer. If we do not receive sufficient forwarding instructions within 7 (seven) days after notification that the goods are ready for dispatch, you will either take delivery or arrange for storage. Otherwise we shall be entitled to arrange storage on your behalf and at your risk, either at our own works (making a charge of 1.5% of the invoice value of the goods per month) or elsewhere; we shall also be entitled to payment as if the goods had been duly delivered. All charges for storage, insurance or demurrage will be payable by you.
Acceptance - Unless you give us written notice within 3 (three) working days from the date of delivery that the goods are not in conformity with the contract, you are deemed to have accepted the goods.
8. INSPECTION, DEFECTS AND NON DELIVERY
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in 13 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 10 (ten) days of the date of inspection. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before the Goods are used. The quantity of any consignment of Goods, as recorded by the Company upon dispatch from the Company's place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 10 (ten) days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to condition 14 below, the liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 8 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together "Descriptions") wherever they appear (including without limitation in this Catalogue, on data sheets, application notes, dispatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous program of improvement or to comply with legislation.
10. RISK AND OWNERSHIP
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
11. QUALITY ASSURANCE
All Goods detailed in the Catalogue have been processed in strict accordance with standard quality procedures approved to ISO 9001:2000, unless indicated otherwise on the dispatch documentation.
Further details can be obtained from the Company's telephone sales office at the time of ordering. Year 2000 Compliance We shall guarantee that the performance or functionality of goods supplied will not be adversely affected by any effect upon the date format field configuration, and associated processing that contains date information within any part of the goods.
CE Marking - We shall guarantee that goods supplied by us will conform to European Directive 93/68/EEC. In the event that a request for goods does not meet this criterion, except where items are specified by the Purchaser, we will hold and highlight pending Purchaser approval and written acceptance of non-approved electrical equipment.
WEEE Compliance - By 1st July 2007, we will insure that goods supplied will comply with European Directive 2002/96/EC. All goods covered by this directive supplied prior to this date will have the WEEE symbol marked on the equipment.
ROHS Compliance - We will ensure compliance with the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS). This came into force on the 1st July 2006, and is an article 95 single market directive. In short, it ensures that new products brought onto the market after 1st July 2006 do not contain more than an agreed amount of "black listed" chemical substances. Our supply chain is bound by our terms and conditions to comply with this legislation.
ATEX Compliance - All hazardous area equipment supplied by MST LLC is compliant to the ATEX directive 94/9/EC that became mandatory on 30 June 2006 except where items are specified by the Purchaser. In the event that a request for goods does not meet this criterion, we will hold and highlight pending Purchaser approval and written acceptance of non-approved electrical equipment.
Any performance details given by us are based upon our experience and are such as we expect to obtain on test. We accept no liability for any failure to achieve stated performance figures unless the performance data has been confirmed in writing by MST LLC Operation Manager. You assume responsibility for the capacity and performance of the goods being sufficient and suitable for your purpose.
13. WARRANTY / GUARANTEE
The Company will endeavor to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. In addition, the Company will, free of charge, repair or, at the Company's option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error. This obligation will not apply: if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company; because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods; if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or if the Customer fails to notify the Company of the defect within 12 (twelve) months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of dispatch of the Goods or performance of the Services. Any replacement Supplies made or Goods repaired under this Condition 13 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
14. EXCLUSION OF LIABILITY
The Company does not exclude its liability to the Customer:
For any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or
Except as provided in Conditions 8 (Inspection, defects and non delivery), 12 (Performance), and 13 (Warranty/Guarantee), the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company's employees, agents or sub-contractors;
Any breach by the Company of any of the express or implied terms of the Contract;
Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
Any acts or omissions of the Company at the Customer's premises;
Any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or
Otherwise under the Contract. And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 14) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favor of the Customer.
Save as set out the Company's total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies. Each of the Company's employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 8, 11, 14, 15, and 17 in that person's own name and for that person's own benefit.
15. USE OF PERSONAL DATA
"Personal Data" means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided. The Company may process Personal Data for all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer including:
Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account, and other anti-fraud or identity checks;
Order fulfillment, administration, customer services, profiling the Customer's purchasing preferences and to help to review, develop and improve the company's business and the goods and services it offers;
Direct marketing of the Company's products and services and/or of the products and services of other companies in MST LLCor third parties which the Company believes may be of interest to the Customer or its representatives, whether by post, fax, telephone, email, or otherwise, to the extent that it is lawfully entitled to do so;
Crime prevention or detection.
The processing of the Personal Data may involve:
The disclosure of that Personal Data to the Company's service providers and agents;
The disclosure of that Personal Data to other companies in MST LLC whose products and services the Company believes may be of interest to that Customer or representative;
The disclosure of that Personal Data to third parties whose products and services the Company believes may be of interest to that Customer or representative;
The transfer of Personal Data outside of the Azerbaijan, including to countries whose laws may not provide adequate protection to Personal Data. The Company will only transfer Personal Data outside the Azerbaijan to companies who have guaranteed to the Company the same level of protection as that Personal Data would have received in the Azerbaijan.
If, at any time, the Customer or its representatives does not wish his or her Personal Data to be used for any or all of the above purposes, he or she should contact the Sales Manager, MST LLC, A. Agayev 119/123 block 563, Suit 61A or notify any of our sales representatives when placing an order by phone.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
The Customer is responsible at its own expense for obtaining any license and complying with any export regulations in force within Azerbaijan and in the country for which the Goods are destined. Certain Goods imported from the United States of America by the Company are subject to specific restrictions. With respect to goods manufactured in or originating from the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies. The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.
18. BUSINESS CUSTOMERS
The Company is a business to business supplier. The Catalogue and any specialogues, and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.
19. FORCE MAJEURE
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under these Contract if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labor disputes or inability to obtain or a delay in obtaining supplies of Goods or labor). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
20. RECORDING OF TELEPHONE CALLS
The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes.
21. APPLICABLE LOW
All Contracts shall be governed by and interpreted in accordance with Azerbaijani law and the Customer submits to the jurisdiction of Azerbaijani Courts, but the Company may enforce such Contract in any court of competent jurisdiction.